Second Amendment to
                              Amended and Restated
                    Certificate of Limited Partnership of
                Geodyne Energy Income Limited Partnership I-F

      The undersigned,  desiring to amend its amended and restated 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 I-F.

      2. The date of filing of the original Certificate and Agreement of Limited
Partnership  was  September  10,  1986,  as amended by the Amended and  Restated
Certificate of Limited  Partnership of Geodyne Energy Income Limited Partnership
I-F filed on March 10, 1989,  and as further  amended by the First  Amendment to
Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership I-F filed on February 25, 1993.

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

                             Geodyne Resources, Inc.

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

     DATED:    July 1, 1996
                                        Geodyne Properties, Inc.
                                        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



                                      -1-




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

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




                                      -2-