EXHIBIT 10.11.5

               FIFTH AMENDMENT TO FIFTH RESTATED CREDIT AGREEMENT

          This Fifth Amendment to Fifth Restated  Credit  Agreement (this "FIFTH
AMENDMENT")  is entered into as of the 1st day of November,  1996,  by and among
Snyder  Oil  Corporation  ("BORROWER"),  NationsBank  of Texas,  N.A.,  as Agent
("AGENT"), and NationsBank of Texas, N.A. ("NATIONSBANK"), Bank One, Texas, N.A.
("BANK ONE"),  Wells Fargo Bank, N.A. ("WELLS  FARGO"),  and Texas Commerce Bank
National Association ("TCB") as Banks (the "BANKS").

                               W I T N E S E T H:

        WHEREAS, the Banks, Borrower and Agent are parties to that certain Fifth
Restated Credit  Agreement dated as of June 30, 1994, as amended by that certain
(i) letter  agreement  by and among  Borrower  and the Banks  dated as of May 1,
1995,  (ii) Second  Amendment to Fifth  Restated  Credit  Agreement by and among
Borrower,  Agent and the Banks dated as of June 30, 1995,  (iii) Third Amendment
to Fifth Restated Credit  Agreement by and among  Borrower,  Agent and the Banks
dated as of November 1, 1995, and (iv) Fourth Amendment to Fifth Restated Credit
Agreement by and among  Borrower,  Agent and the Banks dated as of April 4, 1996
(as amended, 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 Borrower,  and Agent has issued certain  Letters of Credit on behalf of
Borrower; and

        WHEREAS,  Borrower has requested that (i) the Banks waive their right to
make a Special  Determination  of the Borrowing Base in connection with any sale
or sales of the Sale  Properties  (as herein  defined),  (ii) Section 9.2 of the
Credit  Agreement  be amended in certain  respects,  (iii)  Section  9.11 of the
Credit  Agreement be amended in certain  respects,  (iv) the amount of the Total
Borrowing Base and the amounts of the Facility A Borrowing Base and the Facility
B Borrowing  Base for the period  commencing on November 1, 1996 and  continuing
until the next succeeding  Determination  Date be set forth herein,  and (v) the
Banks extend the Facility B Termination Date to October 30, 1997; and

        WHEREAS, subject to the terms and conditions herein contained, the Banks
have agreed to Borrower's requests.

        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,
Borrower, Agent and each Bank hereby agree as follows:

        SECTION 1.  AMENDMENTS.  Subject to the  satisfaction  of each condition
precedent set forth in SECTION 5 hereof and in reliance on the  representations,
warranties,  covenants and  agreements  contained in this Fifth  Amendment,  the
Credit  Agreement  shall be amended  effective  November 1, 1996 (the "EFFECTIVE
DATE") in the manner provided in this SECTION 1.

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          1.1.  AMENDMENT  TO  DEFINITIONS.  The  definition  of  "Loan  Papers"
contained  in Section  1.1 of the Credit  Agreement  shall be amended to read in
full as follows:

               "Loan Papers" means this  Agreement,  the Letter  Agreement,  the
        Second Amendment,  the Third Amendment,  the Fourth Amendment, the Fifth
        Amendment,   the  Notes,  the  Mortgages,   the  Restricted   Subsidiary
        Guarantees  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:

               "Fifth  Amendment"  means that certain  Fifth  Amendment to Fifth
        Restated  Credit  Agreement  dated as of November 1, 1996,  by and among
        Borrower, Agent and the 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  Borrower  nor  any
        Restricted  Subsidiary  will  declare  or make any  Restricted  Payment;
        provided,  that,  so long as no Default or Event of  Default,  Borrowing
        Base  Deficiency  or  noncompliance  with SECTION  10.4 exists  (without
        giving effect to the cure periods  provided by SECTION 4.4 or 10.4), and
        provided  further  that no Default or Event of Default,  Borrowing  Base
        Deficiency  or non  compliance  with SECTION 10.4 would result from such
        Restricted  Payment  (without giving effect to the cure periods provided
        by SECTION 4.4 or 10.4),  Borrower and Restricted  Subsidiaries  may (a)
        make Restricted  Payments in an aggregate amount (measured  cumulatively
        from  January  1,  1996)  not to  exceed  the sum of the  following  (i)
        $75,000,000, plus (ii) the net cash proceeds to Borrower from all equity
        offerings  completed by Borrower of Borrower's  equity  securities after
        January 1, 1996, plus (iii) all cash Distributions  actually received by
        Borrower or any Restricted  Subsidiary  from  Unrestricted  Subsidiaries
        after  January 1,  1996,  plus (iv) fifty  percent  (50%) of  Borrower's
        Consolidated Cash Flow earned on or after January 1, 1996 to the earlier
        of (y) the date of determination,  or (z) December 31, 1996, (b) declare
        and make a Qualified Redemption of the First Issue, (c) declare and make
        a  Qualified  Redemption  of the Second  Issue,  (d)  declare and make a
        Qualified Redemption of the Third Convertible Debentures,  (e) issue the
        First Convertible  Debentures in exchange for the First Preferred Stock,
        and (f) issue the Second  Convertible  Debentures  in  exchange  for the
        Second Preferred  Stock.  Notwithstanding  the foregoing,  the aggregate
        amount of Distributions  consisting of dividends paid on or with respect
        to the  Common  Stock of  Borrower  shall not exceed  $.30 per  weighted
        average  share  outstanding  during any  period of four (4)  consecutive
        fiscal  quarters.  Furthermore,  provided,  that, no Default or Event of
        Default,  Borrowing Base Deficiency or  noncompliance  with SECTION 10.4
        has occurred  which is  continuing  (without  giving  effect to the cure
        periods provided by SECTION 4.4 or 10.4), on May 1, 1997, (Y) subsection
        (a)(iv) of this SECTION 9.2 shall be automatically amended,

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        without the  necessity of any further  action by Borrower,  Agent or any
        Bank,  to  read in  full  as  follows:  "(iv)  fifty  percent  (50%)  of
        Borrower's  Consolidated Cash Flow earned on or after January 1, 1996 to
        the date of determination," and, (Z) the sentence immediately  preceding
        this  sentence  and  beginning  with  the  phrase  "Notwithstanding  the
        foregoing"  shall  automatically  be deleted in its entirety without the
        necessity of any further action by Borrower, Agent or any Bank.

          1.4. HEDGE TRANSACTIONS COVENANT. Section 9.11 of the Credit Agreement
shall be amended to read in full as follows:

               SECTION 9.11. HEDGE TRANSACTIONS. Neither Borrower nor any of its
        Restricted  Subsidiaries  shall enter into Hedge  Transactions  with the
        exception that Borrower and its Restricted  Subsidiaries  may enter into
        Hedge  Transactions as long as (a) (i) the aggregate  notional volume of
        oil which is the subject of oil Hedge  Transactions  in existence at any
        time does not exceed  seventy-five  percent (75%) of Borrower's  and its
        Restricted  Subsidiaries'  anticipated  production  of oil from  proved,
        developed  producing  reserves  during the entire term of such  existing
        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 Hedge Transactions shall not exceed (A) ninety percent (90%) of
        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
        Hedge  Transaction (or the commencement of such Hedge Transaction in the
        event there is no prior  settlement date) to such settlement date in the
        case of any Settlement  Period ending on or prior to April 30, 1997, and
        (B)  seventy  five  percent  (75%)  of  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 Hedge
        Transactions  in  existence  at any time  does not  exceed  seventy-five
        percent (75%) of Borrower's and its Restricted Subsidiaries' anticipated
        production of gas from proved,  developed  producing reserves during the
        entire term of such existing 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 Hedge  Transactions shall not
        exceed  (A)  ninety  percent  (90%)  of  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 April
        30,  1997,  and (B) seventy  five percent  (75%) of  Borrower's  and its
        Restricted  Subsidiaries'  anticipated  production  of gas from  proved,
        developed producing reserves for any Settlement Period thereafter.

        SECTION 2. SALE OF SALE PROPERTIES.  Borrower has advised the Banks that
Borrower  intends to sell the Borrower's  interest in some or all of the oil and
gas properties  described on EXHIBIT I attached hereto (the "SALE  PROPERTIES").
Borrower has further advised the Banks that it intends to complete any such sale
or sales of the Sale Properties  pursuant to the exception to Section 9.5 of the
Credit  Agreement  contained  in clause (z) of such  Section,  and  Borrower has
requested  that the Banks waive their right to make a Special  Determination  of
the Borrowing  Base in connection  with any such specific sale. The Banks hereby
(i) agree with Borrower that any sale or sales of the Sale

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Properties  (the  "APPROVED  SALES")  will be deemed  sales under  clause (z) of
Section 9.5 of the Credit Agreement and will not reduce or eliminate  exceptions
to  Section  9.5 of the Credit  Agreement  available  under any other  clause of
Section  9.5, and (ii) waive their right to require a Special  Determination  of
the Borrowing Base in connection with any such Approved Sales.

        The waiver  granted by the Banks in this SECTION 2 is expressly  limited
as  follows:  (a) such  waiver is limited  solely to  Section  9.5 of the Credit
Agreement and solely with respect to the Approved  Sales,  (b) such waiver shall
not be  applicable  to any provision of any Loan Paper other than Section 9.5 of
the Credit  Agreement,  and (c) such waiver is a limited,  one-time waiver,  and
nothing  contained  herein shall obligate the Banks to grant any additional,  or
future waiver of Section 9.5 of the Credit  Agreement or any other  provision of
any Loan Paper.

        SECTION 3. BORROWING BASE. In accordance with Section 4.1 and 4.4 of the
Credit  Agreement,  effective  November 1, 1996, and  continuing  until the next
Determination Date, the Total Borrowing Base shall be $140,000,000, allocated as
follows:  $90,000,000 to the Facility A Borrowing  Base, and  $50,000,000 to the
Facility B Borrowing Base.

        SECTION 4. EXTENSION OF FACILITY B TERMINATION  DATE. In accordance with
Section  2.9(b) of the Credit  Agreement,  Borrower has requested that the Banks
extend the Facility B  Termination  Date from April 3, 1997 to October 30, 1997.
The Facility B Termination Date is hereby extended from April 3, 1997 to October
30, 1997.

        SECTION 5.  CONDITIONS  PRECEDENT TO  EFFECTIVENESS  OF AMENDMENTS.  The
amendments  to the  Credit  Agreement  contained  in  SECTION  1 of  this  Fifth
Amendment shall be effective only upon, and are  conditioned  upon, the delivery
to Agent of such  resolutions,  certificates  and other documents as Agent shall
request  relative to the  authorization,  execution  and delivery by Borrower of
this Fifth Amendment.  If the foregoing  condition has not been satisfied by the
Effective  Date, this Fifth Amendment and all obligations of the Banks and Agent
contained herein shall, at the option of Majority Banks, terminate.

        SECTION 6.  REPRESENTATIONS  AND  WARRANTIES OF BORROWER.  To induce the
Banks and Agent to enter into this Fifth Amendment,  Borrower hereby  represents
and warrants to Agent as follows:

        (a) Each representation and warranty of Borrower contained in the Credit
Agreement  and the other Loan  Papers is true and correct on the date hereof and
will be true and correct  after  giving  effect to the  amendments  set forth in
SECTION 1 hereof.

        (b) The  execution,  delivery and  performance by Borrower of this Fifth
Amendment are within the Borrower's  corporate powers, have been duly authorized
by necessary action,  require no action by or in respect of, or filing with, any
governmental body, agency or official and do not violate or constitute a default
under any provision of  applicable  law or any Material  Agreement  binding upon
Borrower or the Subsidiaries of Borrower or result in the creation or imposition
of any Lien upon any of the assets of Borrower or the  Subsidiaries  of Borrower
except Permitted Encumbrances.

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        (c) This Fifth Amendment constitutes the valid and binding obligation of
Borrower   enforceable  in  accordance  with  its  terms,   except  as  (i)  the
enforceability thereof may be limited by bankruptcy,  insolvency or similar laws
affecting  creditor's rights  generally,  and (ii) the availability of equitable
remedies may be limited by equitable principles of general application.

        SECTION 7.    MISCELLANEOUS.

        7.1 NO DEFENSES.  Borrower  hereby  represents and warrants to the Banks
that there are no defenses to payment,  counterclaims  or rights of set-off with
respect to the Loans existing on the date hereof.

        7.2 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. 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.

        7.3 PARTIES IN INTEREST.  All of the terms and  provisions of this Fifth
Amendment  shall bind and inure to the benefit of the  parties  hereto and their
respective successors and assigns.

        7.4  LEGAL  EXPENSES.  Borrower  hereby  agrees  to  pay on  demand  all
reasonable  fees  and  expenses  of  counsel  to Agent  incurred  by  Agent,  in
connection  with  the  preparation,  negotiation  and  execution  of this  Fifth
Amendment and all related documents.

        7.5 COUNTERPARTS.  This Fifth Amendment may be executed in counterparts,
and all parties need not execute the same counterpart;  however,  no party shall
be bound by this Fifth Amendment until all parties have executed a counterpart.
Facsimiles shall be effective as originals.

        7.6    COMPLETE AGREEMENT.  THIS FIFTH AMENDMENT, THE CREDIT AGREEMENT
AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN 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.

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

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        IN WITNESS WHEREOF,  the parties hereto have caused this Fifth Amendment
to be duly executed by their respective authorized officers on the date and year
first above written.

                                                  BORROWER:

                                                  SNYDER OIL CORPORATION,
                                                  a Delaware corporation

                                                  By:/s/Peter E. Lorenzen
                                                  -----------------------
                                                  Its:Vice President


                                                  AGENT:

                                                  NATIONSBANK OF TEXAS, N.A.

                                                  By:/s/Scott Fowler
                                                  ------------------
                                                  Its:Vice President


                                                  BANKS:

                                                  NATIONSBANK OF TEXAS, N.A.

                                                  By:/s/Scott Fowler
                                                  ------------------
                                                  Its:Vice President


                                                  TEXAS COMMERCE BANK
                                                  NATIONAL ASSOCIATION

                                                  By:/s/Tim Perry
                                                  -------------------------
                                                  Its:Senior Vice President


                                                  BANK ONE, TEXAS, N.A.

                                                  By:/s/Brad Bartek
                                                  -----------------
                                                  Its:Vice President


                                                  WELLS FARGO BANK, N.A.

                                                  By:/s/Chad Kirkham
                                                  ------------------
                                                  Its:Vice President

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