EXHIBIT 4.36

                               Fifth Amendment to
                              Amended and Restated
                      Certificate of Limited Partnership of
                 Geodyne Energy Income Limited Partnership II-C



     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 II-C.

2. The  dates of  filing  of the  Certificate  of  Limited  Partnership  and all
amendments thereto are as follows:

Name                                                               Date
Agreement and Certificate of Limited Partnership                   1/14/88
Amended and Restated Certificate of Limited
      Partnership                                                  3/10/89
First Amendment to Amended and Restated Certificate
      of Limited Partnership                                       2/25/93
Second Amendment to Amended and Restated Certificate
      of Limited Partnership                                       7/19/96
Third Amendment to Amended and Restated Certificate
      of Limited Partnership                                       11/21/01
Fourth Amendment to Amended and Restated Certificate
      of Limited Partnership                                       11/21/03

3.  The  Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
Partnership  dated November 21, 2001,  and filed with the Oklahoma  Secretary of
State on November 24,  2001,  stated that the latest date upon which the limited
partnership  is to dissolve is December  31,  2003.  Pursuant to its terms,  the
Agreement and  Certificate  of Limited  Partnership  dated January 13, 1988 (the
"Partnership  Agreement")  was  amended on October 27,  2005,  to state that the
latest date upon which the  Partnership  is to dissolve  is December  31,  2007,
provided that the General  Partner may extend the term of the Partnership for up
to two  additional  periods of two years each pursuant to the  provisions of the
Partnership Agreement.

      Therefore,  the Amended and Restated Certificate of Limited Partnership is
hereby  revised  to state that the latest  date on which the  Partnership  is to
dissolve  is  December  31,  2007,  subject  to  extension  as set  forth in the
Partnership's Partnership Agreement.

      DATED:  October 27, 2005.

                                    GEODYNE RESOURCES, INC.
                                    General Partner


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