EXHIBIT 4.3

                               AMENDMENT NO. 1 TO

                              THE RIGHTS AGREEMENT

         This Amendment No. 1 to the Rights Agreement (this "Amendment"),  dated
as of January 13, 1999, is an amendment to the Rights Agreement, dated as of May
27, 1997 (the "Rights  Agreement"),  between Snyder Oil Corporation,  a Delaware
corporation (the "Company"),  and ChaseMellon  Shareholder Services,  L.L.C., as
Rights Agent (the "Rights Agent").

         WHEREAS,  the Company  proposes to enter into an Agreement  and Plan of
Merger (the "Merger Agreement") dated as of the date hereof with Santa Fe Energy
Resources,  Inc., a Delaware  corporation  ("Santa  Fe"),  pursuant to which the
Company  will merge with and into Santa Fe on the terms set forth  therein  (the
"Merger"); and

         WHEREAS,  pursuant to and in  compliance  with Section 29 of the Rights
Agreement, the Company and the Rights Agent desire to amend the Rights Agreement
as set forth in this Amendment;

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements herein set forth, the parties hereto agree as follows:

         Section 1.   AMENDMENTS.
                  
         (a) The first  sentence of the Rights  Agreement  is hereby  amended by
inserting after "May 27, 1997" the phrase ", as amended as of January 13, 1999."

         (b) Section 1 of the Rights Agreement is hereby amended by adding a new
last sentence to the definition of "Acquiring  Person" so that the last sentence
of the definition of "Acquiring Person" shall read in its entirety as follows:

         "In addition, notwithstanding the foregoing, Santa Fe Energy
         Resources, Inc., a Delaware corporation  ("Santa Fe"), shall
         not be  deemed to  be  an "Acquiring Person" for purposes of
         this Agreement."

         (c)  Section  3(d)  of  the  Rights  Agreement  is  hereby  amended  by
inserting  after "May 27,  1997" in line 4 of the legend set forth  therein  the
phrase ", as amended as of January 13, 1999."

         (d) Section 14 of the Rights  Agreement is hereby amended by adding the
following  paragraph  to the end of  Section  14 so that the last  paragraph  of
Section 14 shall read in its entirety as follows:

          "Notwithstanding any other  provision  of  this  Agreement,
          neither  of   the  following  events  shall  constitute  an  
          occurrence of the events  referred to in Section  14(a)(i),
          (ii) or  (iii)  hereof:  (A)  the  announcement,  approval,
          execution  or  delivery  of  the   Agreement  and  Plan  of
          Merger  (the "Merger Agreement") dated  as  of  January 13,
          1999,  between the Company and Santa Fe, and any amendments
          thereto in  accordance  with its terms,  pursuant  to which
          the Company  will merge with and into Santa Fe on the terms
          set forth  therein  (the "Merger") or (B)  the consummation
          of the Merger."

          (e) The Rights  Agreement  is hereby  amended by adding the  following
Section 36 after  Section 35 such that the last section of the Rights  Agreement
shall read in its entirety as follows:

          "Section 36. SANTA FE MERGER.  Anything  in this  Agreement
          to  the   contrary   notwithstanding,   the   announcement,
          approval, execution  or  delivery of  the Merger  Agreement
          and  the consummation of the  transactions  contemplated by
          the Merger Agreement (including the Merger) shall not cause
          Santa Fe or any  Affiliates  or  Associates  of Santa Fe to
          be  deemed  an  Acquiring  Person or  to  give  rise  to  a
          Distribution  Date, any  event  referred  to in Section  12
          hereof, any of the events referred to in Section 14 (a)(i),
          (ii) or (iii)  hereof or a Shares Acquisition Date."

         (f) The Form of Right  Certificate  attached to the Rights Agreement as
Exhibit B is hereby amended by inserting  after "May 27, 1997" in line 4 thereof
the phrase ", as amended as of January 13, 1999."

         Section 2.  REMAINDER OF AGREEMENT  Not  Affected.  Except set forth in
Section 1 hereof,  this Amendment  shall not by implication or otherwise  alter,
modify,  amend or in any way affect any of the terms,  conditions,  obligations,
covenants  or  agreements  contained in the Rights  Agreement,  all of which are
ratified  and  affirmed  in all  respects  and shall  continue in full force and
effect.

         Section 3.  AUTHORITY.  Each party  represents that such party has full
power and  authority  to enter  into  this  Amendment,  and that this  Amendment
constitutes a legal,  valid and binding  obligation  of such party,  enforceable
against such party in accordance with its terms.

          Section 4. COUNTERPARTS.  This Amendment may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

          Section 5.  GOVERNING  LAW.  This  Amendment  shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.





ATTEST:                             SNYDER OIL CORPORATION

By:  __________________________     By:  ______________________________
        Name:                               Name:
        Title:                              Title:


ATTEST:                             CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
                                                     As Rights Agent

By:  __________________________     By:  ______________________________
        Name:                               Name:
        Title:                              Title: