AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
PAINEWEBBER/GEODYNE ENERGY INCOME
LIMITED PARTNERSHIP I-E
TO THE SECRETARY OF STATE
OF THE STATE OF OKLAHOMA:
The undersigned, desiring to amend and restate its certificate of
limited partnership pursuant to the Oklahoma Revised Uniform Limited
Partnership Act, as amended, 54 O.S. Supp. 1988, Sec. 301-365 (the "Act"),
does hereby state:
1. The name of the limited partnership is "PaineWebber/ Geodyne
Energy Income Limited Partnership I-E."
2. The date of filing the original certificate of limited
partnership is March 5, 1986.
3. (a) The address of the office of the limited partnership, which is the
same address where the records of the limited partnership are kept, is 320 South
Boston, The Mezzanine, Tulsa, Oklahoma 74103-3708.
(b) The name and address of the agent for service of process
are Geodyne Properties, Inc., 320 South Boston, The Mezzanine, Tulsa,
Oklahoma 74103--3708.
4. The name and business address of the general partner are as
follows:
Geodyne Properties, Inc.
320 South Boston, The Mezzanine
Tulsa, Oklahoma 74103-3708
5. The latest date upon which the limited partnership is to
dissolve is December 31, 1999.
6. The limited partnership hereby elects to become subject to all
of the provisions of the Act.
DATED March 9, 1989.
Geodyne Properties, Inc.
General Partner of PaineWebber/
Geodyne Energy Income Limited
Partnership I-E
By: /s/ Michael E. Luttrell
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Title: Executive Vice President