Second Amendment to
                    Certificate of Limited Partnership of
               Geodyne Energy Income Limited Partnership III-A

     The  undersigned,  desiring to amend its amended  certificate  of limited
partnership  pursuant to the Oklahoma Revised Uniform Limited Partnership Act,
as amended,  Okla.  Stat. tit. 54 (1993),  Section 301 et seq (the "Act"),  do
hereby state:

     1.   The  name  of the  limited  partnership  is  Geodyne  Energy  Income
Limited Partnership III-A.

     2. The date of filing of the original  Certificate  of Limited  Partnership
was November  22, 1989,  as amended by the First  Amendment  to  Certificate  of
Limited  Partnership of Geodyne Energy Income Limited Partnership III-A filed on
February 25, 1993.

     3. The Amended  Certificate  of Limited  Partnership  is hereby  revised to
change  the name of the  General  Partner  and  Registered  Agent  from  Geodyne
Production Company to the following:

            Geodyne Resources, Inc.

Geodyne Production  Company merged with Geodyne Resources,  Inc., with Geodyne
Resources, Inc. surviving, effective June 30, 1996.

     DATED:    July 1, 1996

                                       Geodyne Production Company
                                        by Geodyne Resources, Inc.,
                                        successor by merger

                                        By:  /s/ Dennis R. Neill
                                             ---------------------------
                                             Dennis R. Neill
                                             President

                                       Geodyne Resources, Inc.
                                        as General Partner

                                        By:  /s/ Dennis R. Neill
                                             ---------------------------
                                             Dennis R. Neill
                                             President



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                                       Geodyne Depositary Company, as the
                                       Limited Partner

                                       By:   /s/ Dennis R. Neill
                                             ---------------------------
                                             Dennis R. Neill
                                             President

                                       Geodyne Resources, Inc., as
                                       Attorney-in-Fact for all Substituted
                                       Limited Partners

                                       By:   /s/ Dennis R. Neill
                                             ---------------------------
                                             Dennis R. Neill
                                             President


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