EXHIBIT 10.1.2

                      SECOND AMENDMENT TO CREDIT AGREEMENT

      This Second  Amendment to Credit  Agreement (this  "Amendment") is entered
into effective as of the 8th day of October, 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 (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, subject to the terms and conditions set forth herein,  Borrowers,
Agents and Banks desire to further  amend and waive  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,
Borrowers, 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  October  8, 1996 (the  "Effective  Date") in the  manner
provided in this Section 1.

     1.1. Amendment to Definitions. The definition of "Loan Papers" contained in


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Section 1.1 of the Credit Agreement shall be amended to read in full as follows:

            "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, all Mortgages now or
      at any time  hereafter  delivered  pursuant to Section  5.1, and all other
      certificates, documents or instruments

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      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:

            "Second  Amendment"  means the Second  Amendment to Credit Agreement
      dated  effective  as of  October  8,  1996,  entered  into  by  and  among
      Borrowers, Agents, and Banks.

     1.3.  Restricted  Payments  Covenant.  Section 9.2 of the Credit  Agreement
shall be amended to read in full as follows:

            SECTION  9.2.  Restricted  Payments.  Neither any  Borrower  nor any
      Restricted  Subsidiary of any Borrower will declare or make any Restricted
      Payment;  provided,  that,  so long as no  Default,  Event of  Default  or
      Borrowing  Base  Deficiency  then exists,  and provided that no Default or
      Event of Default  would result  therefrom (a) Patina shall be permitted to
      (i) declare and pay accrued  dividends on the  Preferred  Stock,  and (ii)
      repurchase any of its Common Stock or Preferred Stock or warrants, options
      or other rights to acquire such Common Stock or Preferred  Stock,  so long
      as, at any date, the sum of (A) the aggregate amount of all such dividends
      declared  and paid  pursuant  to clause  (a)(i)  above  during  the period
      commencing  on the Closing Date to and including  such date,  plus (B) the
      aggregate  amount of all such Common Stock or Preferred Stock or warrants,
      options or other rights to acquire  such Common  Stock or Preferred  Stock
      repurchased  by Patina  pursuant  to clause  (a)(ii)  above,  plus (C) the
      aggregate  amount of all  Investments  made by Patina to purchase  Gerrity
      Preferred  Stock from the Closing Date to and  including  the date of such
      declaration or payment  (excluding  Investments in Gerrity Preferred Stock
      made in the form of Preferred  Stock or Common Stock) shall not exceed the
      Patina  Restricted  Payment Limit in effect at such time,  and (b) Gerrity


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      shall be  permitted  to (i)  repurchase  or redeem  Subordinate  Notes (A)
      tendered to Gerrity for redemption on the Subordinate Note Redemption Date
      pursuant to Section 4.08 of the Indenture,  and (B) after the  Subordinate
      Note  Redemption  Date, and (ii) declare and pay accrued  dividends on the
      Gerrity  Preferred  Stock,  so long as,  at any  date,  the sum of (A) the
      aggregate  amount  of all  dividends  declared  and  paid  on the  Gerrity
      Preferred  Stock during the period  commencing  on the Closing Date to and
      including such date  (excluding  any such dividends paid to Patina),  plus
      (B) the excess of the aggregate  repurchase  or  redemption  price paid by
      Gerrity  for all  Subordinate  Notes  repurchased  or  redeemed by Gerrity
      subsequent  to the Closing Date over the sum of (1) 101% of the  aggregate
      principal balance of all such Subordinate Notes on the date of

     redemption or repurchase,  plus (2) accrued but unpaid interest on all such

     Subordinate  Notes redeemed on the date of redemption or repurchase,  shall

     not exceed the  Gerrity  Restricted  Payment  Limit in effect on such date.

     Nothing

      contained  in this Section 9.2 shall limit or impair the right and ability
      of Gerrity to make Distributions to Patina or the right and ability of the
      Restricted  Subsidiaries  of each Borrower to make  Distributions  to such
      Borrower or to other Restricted Subsidiaries of such Borrower.

     1.4.  Hedge  Transactions  Covenant.  Section 9.11 of the Credit  Agreement
shall be amended to read in full as follows:

            SECTION  9.11.  _____ Oil and Gas Hedge  Transactions.  No  Borrower
      will, and no Borrower will permit any of its Restricted  Subsidiaries  to,
      enter into Oil and Gas Hedge  Transactions which would cause the volume of
      (a) (i) the aggregate  notional  volume of oil which is the subject of oil
      Oil and  Gas  Hedge  Transactions  in  existence  at any  time  to  exceed
      seventy-five  percent  (75%) of any  such  Borrower's  and its  Restricted
      Subsidiaries'   anticipated  production  of  oil  from  proved,  developed
      producing  reserves  during the entire term of such  existing  Oil and Gas
      Hedge  Transactions,  and (ii) the notional  volume of oil with respect to
      which a settlement is required on a particular  settlement date under such
      oil Oil and Gas Hedge Transactions to exceed (A) [ninety percent (90%)] of
      any  such   Borrower's  and  its  Restricted   Subsidiaries'   anticipated
      production of oil from proved, developed producing reserves for the period
      (a "Settlement  Period") from the  immediately  preceding  settlement date
      under any oil Oil and Gas Hedge  Transaction (or the  commencement of such
      Oil and Gas Hedge  Transaction  in the event there is no prior  settlement


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      date) to such settlement date in the case of any Settlement  Period ending
      on or prior to January 31, 1997, and (B) seventy five percent (75%) of any
      such Borrower's and its Restricted Subsidiaries' anticipated production of
      oil from proved,  developed  producing  reserves for any Settlement Period
      thereafter,  and (b) (i) the aggregate notional volume of gas which is the
      subject of gas Oil and Gas Hedge  Transactions in existence at any time to
      exceed  seventy-five   percent  (75%)  of  any  such  Borrower's  and  its
      Restricted  Subsidiaries'  anticipated  production  of  gas  from  proved,
      developed  producing  reserves during the entire term of such existing Oil
      and Gas  Hedge  Transactions,  and (ii) the  notional  volume  of gas with
      respect to which a settlement is required on a particular  settlement date
      under  such gas Oil and Gas  Hedge  Transactions  to  exceed  (A)  [ninety
      percent (90%)] of any such  Borrower's  and its  Restricted  Subsidiaries'
      anticipated  production of gas from proved,  developed  producing reserves
      for the Settlement  Period ending on such  settlement  date in the case of
      any  Settlement  Period  ending on or prior to January 31,  1997,  and (B)
      seventy-five  percent  (75%) of any  such  Borrower's  and its  Restricted
      Subsidiaries'   anticipated  production  of  gas  from  proved,  developed
      producing reserves for any Settlement Period thereafter.

      SECTION 2. Waiver  Regarding  September  15 Reserve  Report.  Banks hereby
waive  Borrowers'  obligation to comply with Section 4.1 of the Credit Agreement
to the extent,  but only to the extent,  that Section 4.1 requires  Borrowers to
deliver to each Bank, by September  15, 1996, a Patina  Reserve  Report,  Patina
Related Asset Report,  Gerrity  Reserve Report and Gerrity  Related Asset Report
prepared as of June 30, 1996  (collectively,  the "September 96 Reports").  Each
Borrower hereby  acknowledges  that such waiver is limited solely to Section 4.1
of the  Credit  Agreement,  and  solely to the  September  96  Reports.  Nothing
contained  herein shall  obligate Banks to grant any additional or future waiver
of Section 4.1 of the Credit  Agreement or any other provision of any other Loan
Paper.

      SECTION 3.  Representations and Warranties.  In order to induce Agents and
Banks to enter into this  Amendment and grant the waiver  contained in Section 2
hereof, 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


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

      SECTION 4.  Miscellaneous.

      4.1  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.

      4.2 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.

      4.3 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.

     4.4 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.

      4.5 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.

      4.6  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.

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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
duly executed by their respective  Authorized  Officers on October __, 1996, but
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:

                                          GERRITY OIL & GAS CORPORATION,

                                          a Delaware corporation

                                          By:
                                          Its:

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                                          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:

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                                          NATIONSBANK OF TEXAS, N.A.

                                          By:
                                          Its:

                                          CIBC, INC.

                                          By:
                                          Its:

                                          CREDIT LYONNAIS NEW YORK BRANCH

                                          By:
                                          Its:

                                          WELLS FARGO BANK, N.A.

                                          By:
                                          Its:

1/209116.5

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