CERTIFICATE OF LIMITED PARTNERSHIP
OF
PAINEWEBBER/GEODYNE ENERGY INCOME
LIMITED PARTNERSHIP III-B
The undersigned General Partner hereby duly executes this Certificate of
Limited Partnership of PaineWebber/Geodyne Energy Income Limited Partnership
III-B (the "Partnership"), which is being filed with the Secretary of State of
Oklahoma in accordance with the Oklahoma Revised Uniform Limited Partnership
Act.
1. The name of the Partnership is PaineWebber/Geodyne Energy Income
Limited Partnership III-B.
2. The address of the registered office of the Partnership is 320 South
Boston, The Mezzanine, Tulsa, Oklahoma 74103, and the name of the registered
agent whose business office address will be the same as the registered office
address is Geodyne Production Company.
3. The address of the principal office of the Partnership in the United
States where its partnership records are to be kept or made available is c/o
Geodyne Production Company, 320 South Boston Avenue, the Mezzanine, Tulsa,
Oklahoma 74103-3708.
4. The name, the mailing address and the street address of the business
or residence of each general partner of the Partnership are as follows:
Name Mailing Address Business Address
- ---- --------------- ----------------
Geodyne Production 320 S. Boston Ave. 320 S. Boston Ave.
Company The Mezzanine The Mezzanine
Tulsa, OK 74103-3708 Tulsa, 0K 74103-3708
5. The latest date upon which the Partnership is to dissolve is
January 24, 2010.
SIGNED on this 24th day of January, 1990.
GENERAL PARTNER:
Geodyne Production Company
a Delaware corporation
By: /s/ Michael E. Luttrell
-----------------------
Michael E. Luttrell
Executive Vice President