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                                                                   EXHIBIT 10.9c

                    THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
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     For good and valuable consideration, the receipt of which is hereby
acknowledged, that EMPLOYMENT AGREEMENT made as of the 24th  day of January,
1994, by and between THE WISER OIL COMPANY, a Delaware corporation (the
"Company"), and A. WAYNE RITTER ("Employee") (as amended, the "Agreement") is
hereby amended in the following respects only:

     FIRST:   Section 1.05 of the Agreement is hereby amended by restating
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subsection (a) thereof in its entirety to read as follows:

          (a) If Employee's employment with the Company is terminated by the
     Company or by Employee for any reason (other than by the Company for Cause
     or by reason of the death of Employee) within twelve months following a
     Change of Control of the Company, Employee shall be paid, within 30 days
     following such termination, an amount in cash equal to the sum of (i)
     Employee's Base Salary at the time of his termination of employment
     multiplied by three, (ii) the amount equal to the premium cost or other
     amount paid by the Company during the one-year period preceding Employee's
     termination of employment to provide Employee with (A) life, health and
     disability insurance benefits, and (B) the use of an automobile for such
     year, and (iii) the amount of the additional payment, if any, determined
     pursuant to Section 1.06.

     SECOND:  Section 1.05(b) is hereby amended to add a new paragraph (6) to
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the end thereof to read as follows:

          (6) "Cause" shall mean a termination of Employee's employment pursuant
     to Section 2.03 on the basis of actual fraud or embezzlement by Employee in
     respect of the Company or its subsidiaries.

     THIRD:  Section 2.01 of the Agreement is hereby amended by restating the
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last sentence thereof in its entirety to read as follows:

          Upon delivery to Employee of such notice, together with payment of any
     Base Salary accrued to the date of termination under Section 1.03 hereof,
     Employee's employment and all obligations of the Company under Article I
     hereof (other than its obligations, if any, under Sections 1.05 and 1.06)
     shall forthwith terminate.

     FOURTH:  Section 2.03 of the Agreement is hereby amended by restating the
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last sentence thereof in its entirety to read as follows:
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          Upon such termination, Employee shall be entitled to any Base Salary
     accrued under Section 1.03 hereof, and all of the Company's obligations
     under Article I hereof (other than its obligations, if any, under Sections
     1.05 and 1.06) shall forthwith terminate.

     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of
the  1st day of January, 1999.


 
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                                       A. WAYNE RITTER



                                       THE WISER OIL COMPANY



                                       By
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                                         Name:
                                              ---------------------------------
                                         Title:
                                               --------------------------------

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