EXHIBIT 10.1.3

                      THIRD AMENDMENT TO CREDIT AGREEMENT

      This Third  Amendment to Credit  Agreement  (this  "Amendment") is entered
into  effective as of the 1st day of November,  1996,  by and among Patina Oil &
Gas Corporation ("Patina"),  SOCO Wattenberg Corporation ("SWAT"), Gerrity Oil &
Gas Corporation  ("Gerrity"),  (Patina,  SWAT and Gerrity are each  individually
referred  to  herein as  "Borrower"  and  collectively  as  "Borrowers"),  Texas
Commerce Bank National  Association,  as Administrative  Agent  ("Administrative
Agent"), NationsBank of Texas, N.A., as Documentary Agent ("Documentary Agent"),
Wells Fargo Bank,  N.A.,  CIBC,  Inc. and Credit  Lyonnais  New York Branch,  as
Co-Agents  ("Co-Agents") and the financial  institutions listed on Schedule 1 to
the Credit  Agreement (as hereinafter  defined) as Banks  (individually a "Bank"
and collectively "Banks").

                              W I T N E S E T H:

      WHEREAS, Borrowers, Administrative Agent, Documentary Agent, Co-Agents and
Banks are parties to that certain Credit  Agreement  dated as of May 2, 1996 (as
amended  through the date  hereof,  the "Credit  Agreement")  (unless  otherwise
defined  herein,  all terms used herein with their  initial  letter  capitalized
shall have the meaning given such terms in the Credit Agreement); and

     WHEREAS, pursuant to the Credit Agreement the Banks have made certain Loans
to Borrowers; and

      WHEREAS,  pursuant to that certain  First  Amendment to Credit  Agreement,
dated as of June 28, 1996, by and among Borrowers, Agents and Banks, the parties
amended and revised  certain  provisions  of the Credit  Agreement,  all as more
particularly described therein; and

      WHEREAS,  pursuant to that certain Second  Amendment to Credit  Agreement,
dated as of October  8,  1996,  by and among  Borrowers,  Agents and Banks,  the
parties further amended and revised certain  provisions of the Credit Agreement,
all as more particularly described therein; and

      WHEREAS, subject to the terms and conditions set forth herein,  Borrowers,
Agents  and Banks  desire to  further  amend  certain  provisions  of the Credit
Agreement, all as more fully described herein.

      NOW  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
agreements  herein  contained  and other good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged  and confessed,  each
Borrower, each Agent, and each Bank hereby agree as follows:

      SECTION 1.  Amendments.  In reliance on the  representations,  warranties,
covenants and agreements contained in this Amendment, the Credit Agreement shall
be  amended  effective  November  1, 1996 (the  "Effective  Date") in the manner
provided in this Section 1.

     1.1.  Amendment to  Definitions.  The  definitions  of "Initial  Restricted
Payment  Limit"  and  "Loan  Papers"  contained  in  Section  1.1 of the  Credit
Agreement shall be amended to read in full as follows:

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            "Initial  Restricted Payment Limit" means $11,000,000 and "Allocated
      Shares of Initial  Restricted  Payment  Limit"  means (a) with  respect to
      Patina, $9,000,000, and (b) with respect to Gerrity, $2,000,000.

            "Loan  Papers"  means  this   Agreement,   the  Notes,   the  Patina
      Guarantees, the Collateral Assignment of Intercompany Loan, the Tax Credit
      Transaction  Agreement,  the Patina Pledge  Agreement,  the Gerrity Pledge
      Agreement, the First Amendment, the Second Amendment, the Third Amendment,
      all Mortgages now or at any time hereafter  delivered  pursuant to Section
      5.1, and all other  certificates,  documents or  instruments  delivered in
      connection with this Agreement,  as the foregoing may be amended from time
      to time.

     1.2. Additional  Definitions.  Section 1.1 of the Credit Agreement shall be
amended to add the following definition to such Section:

            "Third  Amendment"  means the Third  Amendment  to Credit  Agreement
      dated  effective  as of  November  1,  1996,  entered  into  by and  among
      Borrowers, Agents, and Banks.

     1.3. Gerrity  Financial  Covenant.  Section 10.3(b) of the Credit Agreement
shall be amended to read in full as follows:

            (b) Gerrity will not permit its ratio of Consolidated Funded Debt to
      Consolidated  Total Capital as of the end of any Fiscal  Quarter ending on
      or after September 30, 1996 to exceed .67 to 1.


      SECTION 2.  Borrowing Base.


      (a) Patina  Borrowing  Base. In accordance  with Section 4.2 of the Credit
Agreement,  effective  November 1, 1996 and continuing  until the earlier of (i)
the  next  Patina  Periodic  Determination,  or (ii)  the  next  Patina  Special
Determination, the Patina Borrowing Base shall be $85,000,000.

      (b) Gerrity  Borrowing  Base. In accordance with Section 4.6 of the Credit
Agreement,  effective  November 1, 1996, and continuing until the earlier of (i)
the  next  Gerrity  Periodic  Determination,   (ii)  the  next  Gerrity  Special
Determination,  or  (iii)  the  next  Gerrity  Readjustment  Date,  the  Gerrity
Borrowing Base shall be $35,000,000.

      SECTION 3.  Patina Term Loan.  Each  Borrower,  each Agent,  and each Bank
acknowledge  and agree that the Patina Term Loan (and the Patina Term Commitment
of each Bank) has been terminated effective as of September 30, 1996.

      SECTION 4.  Representations and Warranties.  In order to induce Agents and
Banks to enter into this Amendment, each Borrower hereby represents and warrants
to each Agent and each Bank that:

      (a) each  representation  and warranty of each Borrower and the Restricted
Subsidiaries  contained  in the Loan Papers are true and correct in all material
respects as of the date hereof  (except to the extent that such  representations
and warranties  are expressly made as of a particular  date, in which event such
representations and warranties were true and correct as of such date);

     (b)  neither  a  Default  nor an Event of  Default  has  occurred  which is
continuing; and

      (c)  Borrowers  have no defenses to  payment,  counterclaims  or rights of
set-off with respect to the Obligations on the date hereof.
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      SECTION 5.  Miscellaneous.

      5.1  Reaffirmation of Loan Papers;  Extension of Liens. Any and all of the
terms and provisions of the Credit  Agreement and the Loan Papers shall,  except
as amended and modified hereby,  remain in full force and effect.  Each Borrower
hereby extends the Liens securing the  Obligations  until the  Obligations  have
been paid in full,  and agrees  that the  amendments  and  modifications  herein
contained  shall in no  manner  affect or impair  the  Obligations  or the Liens
securing payment and performance thereof.

      5.2 Parties in Interest. All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties  hereto and their  respective
successors and assigns.

      5.3 Legal  Expenses.  Each  Borrower  hereby  agrees to pay on demand  all
reasonable  fees and  expenses of counsel to  Administrative  Agent  incurred by
Administrative  Agent  in  connection  with  the  preparation,  negotiation  and
execution of this Amendment and all related documents.

      5.4 Counterparts.  This Amendment may be executed in counterparts, and all
parties need not execute the same counterpart;  however, no party shall be bound
by this  Amendment  until this  Amendment  has been  executed by  Borrowers  and
Required  Banks at which time this  Amendment  shall be binding on,  enforceable
against and inure to the benefit of Borrowers,  Agents and all Banks. Facsimiles
shall be effective as originals.

     5.5 COMPLETE AGREEMENT.  THIS AMENDMENT, THE CREDIT AGREEMENT
AND THE OTHER
LOAN  PAPERS  REPRESENT  THE FINAL  AGREEMENT  AMONG THE  PARTIES AND
MAY NOT BE
CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR ORAL
AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

      5.6  Headings.  The  headings,  captions  and  arrangements  used  in this
Amendment are, unless specified otherwise, for convenience only and shall not be
deemed to limit,  amplify or modify the terms of this Amendment,  nor affect the
meaning thereof.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
duly executed by their respective  Authorized  Officers effective as of the date
and year first above written.

                                          BORROWERS:

                                          PATINA OIL & GAS CORPORATION,

                                          a Delaware corporation

                                          By:
                                          Its:

                                          SOCO WATTENBERG CORPORATION,

                                          a Delaware corporation

                                          By:
                                          Its:

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                                          GERRITY OIL & GAS CORPORATION,

                                          a Delaware corporation

                                          By:
                                          Its:

                                          ADMINISTRATIVE AGENT:

                                          TEXAS COMMERCE BANK
                                          NATIONAL ASSOCIATION

                                          By:
                                          Its:

                                          DOCUMENTARY AGENT:

                                          NATIONSBANK OF TEXAS, N.A.

                                          By:
                                          Its:

                                          CO-AGENTS:

                                          CIBC, INC.

                                          By:
                                          Its:

                                          CREDIT LYONNAIS NEW YORK BRANCH

                                          By:
                                          Its:

                                          BANKS:

                                          TEXAS COMMERCE BANK
                                          NATIONAL ASSOCIATION

                                          By:
                                          Its:

                                          NATIONSBANK OF TEXAS, N.A.

                                          By:

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                                          Its:

                                          CIBC, INC.

                                          By:
                                          Its:

                                          CREDIT LYONNAIS NEW YORK BRANCH

                                          By:
                                          Its:

                                          WELLS FARGO BANK, N.A.

                                          By:
                                          Its:

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