FIRST AMENDMENT TO
                            AGREEMENT OF PARTNERSHIP
                        PW/GEODYNE NPI PARTNERSHIP P-3

       The Agreement of  Partnership  of PW/Geodyne  NPI  Partnership  P-3 dated
February 13, 1989 (the "Agreement") is hereby amended as follows:

       A.  The first  sentence of Section 2.1 is hereby  deleted and  replaced
by the following provision:

       "The NPI  Partnership  shall be  conducted  under  the name  Geodyne  NPI
Partnership P-3."

       B.  All  references in the  Agreement to  "PW/Geodyne  NPI  Partnership
P-3" are hereby changed to "Geodyne NPI Partnership P-3".

       C.  The third  sentence of Section 2.1 is hereby  deleted and  replaced
by the following provision:

       "The office and principal place of business of the NPI Partnership  shall
be c/o Geodyne Energy Company, Two West Second, Tulsa, Oklahoma 74103."

       D.  The  name of the  "General  Partner"  and the  "Limited  Partnership"
reflected   in  Article   One  has  been   changed   from   "PaineWebber/Geodyne
Institutional/Pension   Energy  Income  Limited  Partnership  P-3"  to  "Geodyne
Institutional/Pension  Energy Income Limited Partnership P-3". All references in
the Agreement to the name of the "General Partner" and the "Limited Partnership"
are hereby  changed to reflect  this name  change.  This change  reflects a name
change only and not a change of entity.

       In all other respects the Agreement is hereby ratified and affirmed.

 DATED:    February 26, 1993
                                         Managing Partner:

                                         Geodyne Energy Company

                                         /s/ Michael E. Luttrell
                                         ----------------------------------
                                         Michael E. Luttrell
                                         Executive Vice President


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                                         General Partner:

                                         Geodyne Institutional/Pension
                                         Energy Income Limited
                                         Partnership P--3
                                         By:  Geodyne Properties, Inc.,
                                              General Partner


                                              /s/ Michael E. Luttrell
                                              -----------------------------
                                              Michael E. Luttrell,
                                              Executive Vice President



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