EXHIBIT 10.11.7



              SEVENTH AMENDMENT TO FIFTH RESTATED CREDIT AGREEMENT


         This  Seventh  Amendment  to  Fifth  Restated  Credit  Agreement  (this
"Seventh Amendment") is entered into as of the 13th day of October, 1997, 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"),  Texas  Commerce Bank
National  Association ("TCB," and together with NationsBank,  Bank One and Wells
Fargo,  collectively  referred  to herein as the  "Original  Banks")  and Credit
Lyonnais New York Branch, 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 Original Banks dated
as of May 1, 1995, (ii) Second  Amendment to Fifth Restated Credit  Agreement by
and among  Borrower,  Agent and the  Original  Banks dated as of June 30,  1995,
(iii) Third Amendment to Fifth Restated Credit  Agreement by and among Borrower,
Agent and the Original Banks dated as of November 1, 1995, (iv) Fourth Amendment
to Fifth Restated  Credit  Agreement by and among  Borrower,  Agent and Original
Banks dated as of April 4, 1996, (v) Fifth  Amendment to Fifth  Restated  Credit
Agreement  by and among  Borrower,  Agent  and the  Original  Banks  dated as of
November 1, 1996, and (vi) Sixth Amendment to Fifth Restated Credit Agreement by
and among  Borrower,  Agent and Banks dated as of May 19, 1997 (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 advised the Banks that Borrower intends, pursuant
to a series  of  transactions,  to sell all of the  14,000,000  shares of common
stock of Patina Oil & Gas Corporation, a Delaware corporation,  held by Borrower
(the "Patina Stock Sale"); and

         WHEREAS,  Borrower  has  requested  that (i) the  Credit  Agreement  be
amended in certain  respects in connection  with the Patina Stock Sale, and (ii)
the November 1, 1997 Determination Date be postponed until December 1, 1997; and

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

         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:


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         SECTION 1.  Amendments.  Subject to the  satisfaction of each condition
precedent set forth in Section 4 hereof and in reliance on the  representations,
warranties,  covenants and agreements  contained in this Seventh Amendment,  the
Credit Agreement shall be amended effective upon the consummation of the sale of
at least 10,000,000  shares of common stock of Patina Oil & Gas Corporation held
by Borrower as provided in Section 2 hereof (the "Effective Date") in the manner
provided in this Section 1.

         1.1. Amendment to Definition. 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 Sixth Amendment,  the Seventh 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:

                  "Seventh  Amendment"  means that certain Seventh  Amendment to
         Fifth Restated  Credit  Agreement  dated as of October 13, 1997, 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  non-compliance  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) the net cash proceeds to
         Borrower from the sale or other disposition of Borrower's Investment in
         any  Unrestricted  Subsidiary  after  January 1,  1996,  plus (v) fifty
         percent (50%) of Borrower's Consolidated Cash Flow

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         earned on or after  January 1, 1996 to the date of  determination,  (b)
         declare and make a Qualified  Redemption of the Second Issue, (c) issue
         the Second Convertible  Debentures in exchange for the Second Preferred
         Stock,  and (d)  redeem  the  Third  Convertible  Debentures  with  the
         proceeds of the issuance of the Fourth Debentures.

         SECTION 2.  Amendments  Effective Upon  Consummation  of Sale of Stock.
Subject to the  satisfaction of each condition  precedent set forth in Section 4
hereof,  upon the  consummation  of the sale of at least  10,000,000  shares  of
common stock of Patina Oil & Gas Corporation held by Borrower, and provided that
such sale or series of sales is consummated  on or before  November 1, 1997, the
Credit  Agreement  shall be  automatically  amended without the necessity of any
further  act  by  Borrower,  Agent  or any  Bank  to (a)  delete  the  following
definitions  (the  "Patina  Defined  Terms")  from  Section  1.1 of  the  Credit
Agreement:  "Patina,"  "Patina  Ancillary  Agreements"  and "Patina  Transaction
Documents," and (b) delete each reference in the Credit  Agreement and the other
Loan  Papers  to each  Patina  Defined  Term,  such  that,  from and  after  the
consummation of the sale of at least 10,000,000 shares of common stock of Patina
Oil & Gas Corporation  held by Borrower,  each provision of the Credit Agreement
shall be read and interpreted without giving effect to the Patina Defined Terms.

         SECTION 3.  Determination  of  Borrowing  Base.  Agent and Banks hereby
waive the Periodic  Determination of the Total Borrowing Base scheduled to occur
on  November 1, 1997,  and  Borrower,  Agent and Banks  agree  that,  subject to
Required  Banks'  rights  under  Section 4.3 of the Credit  Agreement  to make a
Special  Determination of the Total Borrowing Base at any time prior to December
1, 1997,  the Total  Borrowing  Base shall be  redetermined  in accordance  with
Article IV of the Credit Agreement on or about December 1, 1997. Borrower, Agent
and Banks further agree that (a) such Determination on or about December 1, 1997
shall not be deemed a Special Determination,  and accordingly,  shall not reduce
the number of Special Determinations  Required Banks are permitted under Section
4.3 of the Credit  Agreement,  and (b) after  December  1,  1997,  the dates for
Periodic  Determinations  shall  continue  to be  each  May 1  and  November  1,
commencing May 1, 1998.

         SECTION 4. Conditions  Precedent to  Effectiveness  of Amendments.  The
amendments to the Credit Agreement  contained in Section 1 and Section 2 of this
Seventh  Amendment shall be effective only upon, and are  conditioned  upon, the
delivery  to Agent and each  Bank of such  resolutions,  certificates  and other
documents as Agent or any Bank shall  request  relative to the Patina Stock Sale
and the  authorization,  execution  and  delivery by  Borrower  of this  Seventh
Amendment  (and,  in the case of the  amendments  set  forth in  Section  2, the
further condition that the sale of at least 10,000,000 shares of common stock of
Patina Oil & Gas Corporation  held by Borrower shall have been consummated on or
before November 1, 1997). If the foregoing conditions have not been satisfied by
the Effective Date, this Seventh  Amendment and all obligations of the Banks and
Agent contained herein shall, at the option of Majority Banks, terminate.

         SECTION 5.  Representations  and Warranties of Borrower.  To induce the
Banks and Agent to enter into this Seventh Amendment, Borrower hereby represents
and warrants to Agent as follows:

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         5.1 Each  representation  and warranty of Borrower and each  Restricted
Subsidiary  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 and Section 2 hereof.

         5.2 The execution, delivery and performance by Borrower of this Seventh
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.

         5.3 This Seventh 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 6.        Miscellaneous.

         6.1 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.

         6.2  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.

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

         6.4  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 Seventh
Amendment and all related documents.

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


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         6.6 Complete  Agreement.  THIS SEVENTH 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.

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

         IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Seventh
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
                             Name:Peter E. Lorenzen
                             Title:Vice President

                                     AGENT:

                           NATIONSBANK OF TEXAS, N.A.


                             By: /s/ J. Scott Fowler
                                J. Scott Fowler,
                                 Vice President

                                     BANKS:

                           NATIONSBANK OF TEXAS, N.A.


                            By:/s/ J. Scott Fowler
                                J. Scott Fowler,
                                 Vice President


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                                     <PAGE>


                              TEXAS COMMERCE BANK
                              NATIONAL ASSOCIATION


                             By:/s/ Lee E. Beckelman
                             Name: Lee E. Beckelman
                             Title:


                             BANK ONE, TEXAS, N.A.


                             By: /s/ Bradley D. Bartek
                             Name:Bradley D. Bartek
                             Title:Senior Vice President


                             WELLS FARGO BANK, N.A.


                             By:/s/Charles P. Kirkham
                             Name:Charles P. Kirkham
                             Title:Vice President


                        CREDIT LYONNAIS NEW YORK BRANCH


                             By:/s/Pascal Poupelle
                             Name:Pascal Poupelle
                             Title:Executive Vice President





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