================================================================================

                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

(Mark one)                        FORM 10-K/A
                                 Amendment No. 2

 [X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1998

                                       OR
 [ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transaction period from ________ to ________

                         Commission file number 1-10509


                                   ----------

                             SNYDER OIL CORPORATION
             (Exact name of registrant as specified in its charter)


           Delaware                                        75-2306158
 (State or other jurisdiction of                         (IRS Employer
  incorporation or organization)                       Identification No.)


        777 Main Street                                      76102
        Fort Worth, Texas                                  (Zip Code)
 (Address of principal executive offices)

        Registrant's telephone number, including area code (817) 338-4043

           Securities registered pursuant to Section 12(b)of the Act:

                                             Name of each exchange
       Title of each class                    on which registered
 -------------------------------      -----------------------------------
           Common Stock                     New York Stock Exchange
 Preferred Stock Purchase Rights            New York Stock Exchange

           Securities registered pursuant to Section 12(g of the Act:
                                   None
                             (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                            Yes   X       No 
                                               --------      -------
         Indicate  by check mark if  disclosure  of  delinquent  filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [T]

        Aggregate market value of the common stock held by non-affiliates of the
         registrant as of February 26, 1999.........................$321,653,346

        Number of shares of common stock outstanding as of 
         February 26, 1999............................................33,364,567

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


<PAGE>


                         AMENDMENT NO. 2 TO FORM 10-K/A

         This Amendment No. 2 to Snyder Oil Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1999, supplies the information
required by Part III of Form 10-K.

                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Board of Directors

         Set forth below is a list of the Registrant's directors, including
their ages and certain information relating to their business experience.

         Roger W. Brittain (61), director since 1983, has been, since July 1997,
a director of Corporate Finance, Investec Henderson Crosthwaite (formerly
Guinness Mahon Corporate Finance) and, since March 1990, Mr. Britain has been
Managing Director of Guinness Mahon Energy Services Limited, (now dormant) a
subsidiary of Guinness Mahon & Co. Limited ("GM&Co.") formed to provide
investment banking and consultant services to the oil and gas industry. He was a
Director of GM&Co., a London merchant bank from 1994 to July 1997. From 1980
through October 1989, Mr. Brittain was Managing Director and from mid-1987 an
Executive Director of TR Energy, an investment company making oil and gas
investments principally in the United States. From 1977 to 1980, Mr. Brittain
was a Director of Shaw Wallace & Co. Ltd., Calcutta, India. From 1967 to 1977,
he was employed by Hill Samuel & Co. Ltd, William Brandts & Sons Ltd. and Edward
Bates and Sons Ltd, (director), merchant banks in London. Prior to that time,
Mr. Brittain was with Her Majesty's Diplomatic Service. Mr. Brittain serves on
the Audit and Compensation Committees. Mr. Brittain also serves as a director of
SOCO International plc, which is listed on the London Stock Exchange, and of Sen
Hong Resources Holdings Limited (formerly Seaunion Holdings Limited), an oil and
gas company listed on the Hong Kong Stock Exchange.

         William G. Hargett (49), President, Chief Operating Officer and a
director, has been with the Company since April 1997. Prior to joining the
Company, Mr. Hargett served as President of Greenhill Petroleum Corporation from
1994 to 1997, Amax Oil & Gas, Inc. from 1993 to 1994 and North Central Oil
Corporation from 1988 to 1993. Mr. Hargett serves on the Executive Committee.

         John A. Hill (57), director since 1981, is Vice Chairman and Managing
Director of First Reserve Corporation, an oil and gas investment management
company. Prior to joining First Reserve, Mr. Hill was President, Chief Executive
Officer and Director of Marsh & McLennan Asset Management Company, the money
management subsidiary of Marsh & McLennan Companies, Inc. From 1979 to 1980, Mr.
Hill served as President and Chief Executive Officer of Eberstadt Asset
Management Company, the asset management division of F. Eberstadt & Co., Inc.
Prior to 1976, Mr. Hill held several senior positions in the federal government
including Deputy Administrator of the Federal Energy Administration from 1975 to
1976 and Deputy Associate Director of the Office of Management and Budget from
1973 to 1974. Mr. Hill received his Bachelors Degree in Economics from Southern
Methodist University and pursued graduate studies there as a Woodrow Wilson
Fellow. Mr. Hill is Vice Chairman and a trustee of the Putnam Funds in Boston
and a director of Transmontaigne Oil Company, a refined products distribution
company. Mr. Hill serves as Chairman of the Governance Committee and as a member
of both the Compensation and the Executive Committees.

         William J. Johnson (64), director since 1994, is a private consultant
for the oil and gas industry and is President and a director of JonLoc Inc., an
oil and gas company of which he and his family are the sole shareholders. From
1991 to 1994, Mr. Johnson was President, Chief Operating Officer and a director
of Apache Corporation. Previously, he was a director, President and Chief
Executive Officer of Tex/Con Oil and Gas, where he served from 1989 to 1991.
Prior thereto, Mr. Johnson served in various capacities with major oil
companies, including director and President USA of BP Exploration Company,
President of Standard Oil Production Company and Senior Vice President of The
Standard Oil Company. Mr. Johnson received a Bachelor of Science degree in
Petroleum Geology from Mississippi State University and completed the Advanced
Management Course at the University of Houston. Mr. Johnson serves as a director
of Tesoro Petroleum Corporation, an integrated petroleum company and J. Ray
McDermott, a marine construction company. Mr. Johnson serves on the Audit,
Compensation and Governance Committees.

<PAGE>

         B. J. Kellenberger (73), director since 1989, is the founder and owner
of Kelloil, Inc., which is engaged in exploration and production of oil and
natural gas and secondary recovery of oil. In 1965, he founded Shenandoah Oil
Corporation and served as President, Chief Executive Officer and Chairman of the
Board until Shenandoah's voluntary liquidation in 1979. Mr. Kellenberger serves
on the Executive Committee.

         Harold R. Logan, Jr. (54), director since 1997, is Executive Vice 
President/Finance and a director of TransMontaigne Inc., a holding company
engaged in providing logistical services; i.e. the transportation, terminaling
and marketing, to the manufacturers and end-users of refined petroleum products.
Mr. Logan is also a director of Suburban Propane Partners, L.P. and a director
of Union Bank Shares, Ltd., Denver, Colorado. Previously, from 1984 to 1994, Mr.
Logan was Senior Vice President/Finance and a director of Associated Natural Gas
Corporation. Prior to joining Associated Natural Gas Corporation, Mr. Logan was
with Dillon, Read & Co. Inc. and Rothschild, Inc. Mr. Logan also serves as a
director of Suburban Propane Partners, L.P. Mr. Logan serves as Chairman of the
Audit Committee.

         James E. McCormick (71), director since 1992, served as President,
Chief Operating Officer and a director of Oryx Energy Company from its inception
in November 1988 until his retirement in March 1992. Prior to his service with
Oryx, Mr. McCormick served from 1953 in a number of positions with the Sun
organization, most recently serving as President, Chief Executive Officer and a
director of Sun Exploration and Production Company. Mr. McCormick serves as a
director of Lone Star Technologies, Inc., B. J. Services, Inc., an oilfield
service company, TESCO Corporation, a manufacturer of oil field drilling
systems, and is a Director of the Dallas National Bank. Mr. McCormick serves as
Chairman on the Compensation Committee and is a member of the Governance
Committee.

         John C. Snyder (57), Chairman and a director, founded a predecessor of
the Company in 1978. From 1973 to 1977, Mr. Snyder was an independent oil
operator in Texas and Oklahoma. Previously, he was a director and the Executive
Vice President of May Petroleum Inc. where he served from 1971 to 1973. From
1969 to 1971, Mr. Snyder was with Canadian-American Resources Fund, Inc., which
he founded. From 1964 to 1966, Mr. Snyder was employed by Humble Oil and
Refining Company (currently Exxon Co., USA) as a petroleum engineer. He received
his Bachelor of Science Degree in Petroleum Engineering from the University of
Oklahoma and his Masters Degree in Business Administration from the Harvard
University Graduate School of Business Administration. In 1995, Mr. Snyder was
named Wildcatter of the Year by the Independent Petroleum Association of
Mountain States. Mr. Snyder is a director of SOCO International plc, an
international oil and gas company listed on the London Stock Exchange; a
director of the Community Enrichment center of Fort Worth; a director of Texas
Capital Bancshares, Inc.; and is a member of the National Petroleum Council. Mr.
Snyder serves as the Chairman of the Executive Committee.

         Edward T. Story (55), director since 1996, is President of SOCO
International plc, an independent international oil and gas company traded on
the London Stock Exchange. From 1991 until the formation of SOCO International
plc in 1997 through the consolidation of international interests of the Company
and various third parties, Mr. Story was Vice President -- International of the
Company and President of SOCO International, Inc. From 1990 to 1991, Mr. Story
was Chairman of the Board of a jointly-owned Thai/US company, Thaitex Petroleum
Company. Mr. Story was co-founder, Vice Chairman of the Board and Chief
Financial Officer of Conquest Exploration Company from 1981 to 1990. He served
as Vice President, Finance and Chief Financial Officer of Superior Oil Company
from 1979 to 1981. Mr. Story held the positions of Exploration and Production
Controller and Refining Controller with Exxon USA from 1975 to 1979. He held
various positions in Esso Standard's international companies from 1966 to 1975.
Mr. Story serves as a director of Cairn Energy plc, an independent international
oil and gas company traded on the London Stock Exchange, First BanksAmerica,
Inc., a bank holding company listed on the New York Stock Exchange, Hallwood
Realty Corporation, the general partner of Hallwood Realty Partners, L.P., an
American Stock Exchange-listed real estate limited partnership, and Sen Hong
Resources Limited, an oil and gas company listed on the Hong Kong Stock
Exchange. Mr. Story serves on the Audit Committee.

                                       2
<PAGE>


Executive Officers

         Set forth below is a list of the Registrant's executive officers,
including their ages and certain information relating to their business
experience. Information concerning John C. Snyder, Chief Executive Officer, and
William G. Hargett, President and Chief Operating Officer, is incorporated by
reference from above.

         John C. Snyder (57), Chairman of the Board and Chief Executive Officer 
          - See above.
        
         William G. Hargett (49), President and Chief Operating Officer
          - See above.

         Charles A. Brown (51), Senior Vice President -- Rocky Mountain Region,
joined the Company in 1987. He was a petroleum engineering consultant from 1986
to 1987. He served as President of CBW Services, Inc., a petroleum engineering
consulting firm, from 1979 to 1986 and was employed by Kansas Nebraska Natural
Gas Company from 1971 to 1979 and Amerada Hess Corporation from 1969 to 1971.
Mr. Brown received his Bachelor of Science degree in Petroleum Engineering from
the Colorado School of Mines.

         Steven M. Burr (42), Vice President -- Engineering and Planning, joined
the Company in 1987. From 1982 to 1987, he was a Vice President with the
petroleum engineering consulting firm of Netherland, Sewell & Associates, Inc.
From 1978 to 1982, Mr. Burr was employed by Exxon Company, USA in the Production
Department. Mr. Burr received his Bachelor of Science degree in Civil
Engineering from Tulane University and attended the Program for Management
Development at the Graduate Business School of Harvard University..

         Mark A. Jackson (43), Senior Vice President and Chief Financial
Officer, joined the Company in August, 1997. Prior to joining the Company, Mr.
Jackson served in various executive capacities at Apache Corporation including
Vice President and Controller from 1988, Vice President, Finance from 1994 and
Chief Financial Officer from 1996. From 1984 until 1988, Mr. Jackson served as
Assistant Controller of Diamond Shamrock and Maxus Energy Company. Mr. Jackson
began his career with the certified public accounting firm of Ernst & Ernst,
specializing in the oil and gas industry. Mr. Jackson received his Bachelor of
Science degree in Accounting from Oklahoma Christian University.

         John H. Karnes (37), Vice President -- General Counsel and Secretary,
joined the Company in 1998. Mr. Karnes served as Senior Vice President of
FIRSTPLUS Financial Group, Inc., a specialty consumer lending company, from
January to June of 1998. He was Vice President and General Counsel of Pillowtex
Corporation, a home textile manufacturer, throughout 1997, and of AMRE, Inc., a
national franchising company, throughout 1996. From 1994 to 1995, he was Vice
President and General Counsel of Pratt Hotel Corporation, a hotel management and
gaming company. From 1991 to 1994 he served as Deputy General Counsel of Apache
Corporation, an oil and gas exploration and production company. Prior to joining
Apache, he was in private practice with the national law firm of Kirkland &
Ellis, where he specialized in mergers and acquisitions.

         David M. Posner (45), Vice President -- Marketing, joined the Company
in 1991. From 1980 to 1991 he held various positions with Ladd Petroleum
Corporation (a subsidiary of the General Electric Company) including Vice
President of Gas Gathering, Processing and Marketing. Mr. Posner received his
Bachelor of Arts degree from Brown University and his Master of Science in
Mineral Economics from the Colorado School of Mines.

         Roger B. Rice (54), Vice President -- Human Resources, joined the
Company in 1997. From 1992 to 1997, Mr. Rice was Vice President Human Resources
and Administration with Apache Corporation. From 1989 to 1992, he was Managing
Consultant with Barton Raben, Inc., an executive search and consulting firm
specializing in the energy industry. Previously, Mr. Rice was Vice President
Administration for The Superior Oil Company and held various management
positions with Shell Oil Company. He earned his Bachelor of Arts degree and
Masters degree in Business Administration from Texas Technological University.

         Jay H. Smith (52), Senior Vice President -- Southern Region. Joined the
Company in February 1998. From 1993 until he joined the Company, Mr. Smith
served as Executive Vice President of Sonat Exploration Company. From 1983 until
1993 Mr. Smith served in a variety of positions with BP Exploration and Sohio
Petroleum Company, most recently as Chief of Staff, Western Hemisphere North.
From 1981 to 1983, Mr. Smith was Vice President - Operations of Spectrum Oil and
Gas Company. Mr. Smith began his career with Shell Oil Company in 1968. Mr.
Smith received his Bachelor of Science degree from Syracuse University.

                                       3
<PAGE>
         John M. Thibeaux (49), Vice President -- Corporate Development, joined
the Company in May of 1998. Before coming to the Company, Mr. Thibeaux was with
J.P. Morgan from 1990 to 1998 where he served as Vice President of Engineering
and Acquisitions. Most of his career was spent at Tenneco Oil Company where he
held various positions, including Area Manager in the International Division,
Planning Manager, Division Reservoir Engineer, Rocky Mountain Division,
Reservoir Engineer, and Supervisor for Gulf Coast Division. Before joining
Tenneco Oil, Mr. Thibeaux served in the U.S. Navy from 1973 to 1976, where he
acquired the rank of Lieutenant JG and was a Petroleum Engineer for the Naval
Petroleum Reserves. Mr. Thibeaux started his career with Atlantic Richfield
Company in 1972, where he spent a year as a Production Engineer. His educational
background includes a Bachelor of Science degree in Petroleum Engineering from
University of Southwestern Louisiana received in 1972, and a Masters of Business
Administration degree from University of Houston, received in 1985.

         Rodney L. Waller (49), Vice President -- Treasurer, joined the Company
in 1977 as an officer. Since that time, Mr. Waller has performed various
corporate, operational and finance functions. Previously, Mr. Waller was
employed by Arthur Andersen & Co. Mr. Waller received his Bachelor of Arts
degree from Harding University.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and persons who beneficially own more than ten percent of
the Company's stock to file initial reports of ownership and reports of changes
of ownership with the SEC and the New York Stock Exchange. Copies of such
reports are required to be furnished to the Company. Based solely on a review of
such forms furnished to the Company and certain written representations from the
executive officers and directors, the Company believes that all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were complied with on a timely basis.

ITEM 11.     EXECUTIVE COMPENSATION

         Shown below is information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1998, 1997 and 1996 of those persons who were at December 31,
1998 the chief executive officer and the other four most highly compensated
executive officers of the Company (the "Named Officers").
<TABLE>
                                    SUMMARY COMPENSATION TABLE (a)
<CAPTION>
                                                                             Long-Term 
                                                                            ------------ 
                                               Annual Compensation          Compensation
                                               -------------------          ------------
                                                                                Stock
                                                                               Option           All
   Name and Position           Year            Salary        Bonus (b)         Awards (c)     Other (d)  
-----------------------      --------      -------------   ------------      -------------  -------------
<S>                             <C>           <C>            <C>                <C>            <C>    
John C. Snyder                  1998          $414,164       $180,000            80,000        $42,006
Chairman and Chief              1997           384,984        200,000            77,000         42,874
   Executive Officer            1996           381,652        400,000            48,700         41,179

William G. Hargett              1998           345,824        150,000            65,000         42,006
President  and Chief            1997           215,615        150,000           200,000         24,931
  Operating Officer             1996                --             --                --             --

Charles A. Brown                1998           226,922        150,000            20,400         42,006
Senior Vice President,          1997           183,333         85,000            17,500         42,874
   Rocky Mountain Region        1996           174,167         30,000            13,600         41,179

Mark A. Jackson                 1998           246,672        350,000            24,300         42,006
Senior Vice President,          1997            95,830         50,000            75,000         24,586
   Chief Financial Officer      1996                --             --                --             --

John H. Karnes                  1998           103,125        200,000            50,000         17,877
Vice President and              1997                --             --                --             --
   General Counsel              1996                --             --                --             --
<FN>
(a)      Excludes the cost to the Company of other compensation that, with
         respect to any Named Officer, does not exceed the lesser of $50,000 or
         10% of the Named Officer's salary and bonus.

(b)      Bonuses are paid in March of each year based on performance during the
         preceding year. Bonus amounts are included in the year preceding the
         year in which the bonus is paid.

(c)      Stock options are generally granted in February of each year based in
         part on performance during the preceding year.

(d)      Includes amounts accrued for the fiscal year for the Named Officers
         under the Company's Profit Sharing and Savings Plan and as matching
         contributions under the Company's Deferred Compensation Plan for Select
         Employees as follows:
</FN>
</TABLE>
                                       4
<PAGE>

<TABLE>
<CAPTION>

                                     Profit Sharing Plan                   Deferred Compensation Plan  
                                ------------------------------            -----------------------------  
                                  1996       1997        1998               1996       1997       1998  
                                -------    -------     -------            -------    -------    -------  
         <S>                    <C>        <C>         <C>                <C>        <C>        <C>    
         John C.  Snyder        $16,179    $17,874     $17,006            $25,000    $25,000    $25,000
         William G. Hargett          --         --      17,006                 --     24,931     25,000
         Charles A. Brown        16,179     17,874      17,006             25,000     25,000     25,000
         Mark A. Jackson             --         --      17,006                 --     24,586     25,000
         John H. Karnes              --         --          --                 --         --     17,877
</TABLE>

Stock Options

         Shown below is information with respect to options to purchase common
stock granted during 1998 to the Named Officers. No stock appreciation rights
("SARs") were granted during 1998.
<TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>

                                        Percentage                                  Potential Realizable Value
                                         of Total                                   at Assumed Annual Rates of
                            Options     Grants in      Exercise     Expiration     Stock Price Appreciation (b)
        Name              Granted (a)      Year          Price         Date             5%              10%  
-----------------         -----------      ----        -----------  ----------      ----------      ----------
<S>                           <C>           <C>         <C>            <C>            <C>             <C>     
John C. Snyder                80,000        9.26        $17.6875       2/17/03        $390,936        $863,872
William G. Hargett            65,000        7.52        $17.6875       2/17/03         317,636         701,896
Charles A. Brown              20,400        2.36        $17.6875       2/17/03          99,689         220,287
Mark A. Jackson               25,300        2.93        $17.6875       2/17/03         123,634         273,200
John H. Karnes                50,000        5.79        $19.8750       7/20/03         274,555         606,695
<FN>
(a)     All options were awarded under the Snyder Oil Corporation Restated 1989
        Stock Option Plan. Options awarded during 1998 must become exercisable
        as follows: one year after grant: 20%; two years after grant:
        30%; and three years after grant: 40%.

 (b)    The assumed annual rates of stock price appreciation used in showing the
        potential realizable value of stock option grants are prescribed by
        rules of the Securities and Exchange Commission (the "SEC"). The actual
        realized value of the options may be significantly greater or less than
        the amounts shown.  For options granted during 1998 at an exercise price
        of $17.6875, the values shown for 5% and 10% appreciation equate to a
        stock price of $22.5742 and $28.4859, respectively,  at the expiration
        date of the options.
</FN>
</TABLE>
                                      5

<PAGE>

<TABLE>


                         AGGREGATED OPTION/SAR EXERCISES
               IN LAST FISCAL YEAR AND YEAR-END OPTION/SAR VALUES
<CAPTION>
                                                                                               Value of
                                                         Number of Unexercised           Unexercised In-the-Money
                                                       Options/SARS YearEnd 1998       Options/SARS at Year End 1998 
                       Shares Acquired     Value      --------------------------      ------------------------------
     Name                on Exercise     Realized     Exercisable  Unexercisable      Exercisable     Unexercisable
------------------     ---------------- ---------     -----------  -------------      -----------     -------------         
-----------              -------------
<S>                        <C>           <C>             <C>             <C>            <C>            <C>     
John C. Snyder             46,000        $218,500        148,920         153,380        $586,373       $603,934
William G. Hargett             --              --         60,000         205,000              --             --
Charles A. Brown               --              --         68,610          38,090         270,152        149,979
Mark A. Jackson            20,000         201,250         22,500          97,800              --        134,375
John H. Karnes                 --              --             --          50,000              --             --
</TABLE>

Compensation Committee Report on Executive Compensation

         The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:

         The Compensation Committee of the Board of Directors, which is composed
of independent members of the Board, establishes the general compensation
policies of the Company, establishes the compensation plans and compensation
levels for officers and certain other key employees, and administers the
Company's stock option plan and deferred compensation plan. In establishing
compensation levels, the Committee establishes the specific compensation of
Messrs. Snyder and Hargett. For other officers and key employees, the Committee
establishes compensation ranges for each position and reviews management's
compensation recommendations within the prescribed ranges.

         The Committee believes that the cash compensation of executive
officers, as well as other key employees, should be competitive with other
companies while, within the Company, being fair and correlative to the level of
each individual's personal performance. Annual awards of stock options are
intended both to retain executives and to motivate them to improve long-term
stock market performance.

         Total cash compensation (base salary plus "expected bonus") for Mr.
Snyder and the Company's other executives during 1998 was targeted at the median
level for executives having similar responsibilities within the Company's
30-company peer group. This peer group was established in 1997 as part of an
executive compensation analysis performed by independent consultants. The peer
group is intended to be representative of the companies against which the
Company competes for its personnel requirements. Actual cash compensation for
1998 was set within the ranges indicated by this survey and other more general
salary surveys based upon the individual's responsibilities and performance.
Targeting cash compensation at the peer-group median is intended to induce
Company executives to make extraordinary personal contributions in order to
maximize their incentive bonus awards, thereby creating a strong relationship
between company performance and compensation level.

         During 1998, Mr. Snyder's base salary was increased $20,000, or
approximately 5%. Generally, changes in Mr. Snyder's compensation are not based
on any particular measure of performance, but are determined subjectively by the
Committee based on corporate performance, salaries of chief executive officers
of comparable companies and other factors considered applicable by the
Committee.

         Mr. Snyder's bonus is based primarily on company performance. The
Committee has not established any particular formula or singled out particular
factors as more important than others. The Committee considers various factors,
including growth in reserves, net income and cash flow, as well as performance
of the Company's common stock. The Committee also considers other matters, such
as the extent to which these factors were influenced by management decisions
during the year and steps taken by management to position the Company for future
growth. Based on these and other considerations, the Committee awarded Mr.
Snyder a bonus of $180,000 for 1998. Factors considered heavily in determining
Mr. Snyder's 1998 bonus included the Company's continued reserve growth and
commendable financial performance during a period of record-setting low
commodity prices, as well as Mr. Snyder's leadership and personal time
commitment involved in facilitating the Company's pending merger with Santa Fe
Energy Resources, Inc.

                                       6

<PAGE>

         Bonuses for other officers and key employees are influenced by Company
performance, but are determined primarily based on senior management's
assessment of performance of the executive's duties and success in attaining
specific performance goals which are directed toward improving operating unit
and Company performance. In 1998, the Committee awarded exceptional incentive
bonuses to two senior executives in consideration of their extraordinary
personal contributions leading up to the merger with Santa Fe Energy Resources
Inc.

         In addition to the foregoing cash compensation, the Committee also
awarded Mr. Snyder and other executives stock options during 1998 to retain and
motivate management to improve the Company's long-term stock market performance.
Options were granted at the prevailing market price and will have value only if
the price of the Company's common stock increases. Options granted have a term
of five years and vest 30% after one year, an additional 30% after two years and
are fully vested after three years, subject to the grantee's continued
employment. The Committee determined the number of options granted during the
year based on a formula under which the number of options granted is equal to a
percentage, which varies with the degree to which an individual's
responsibilities might affect the long-term price of the Company's stock, of the
individual's base salary.

         Mr. Snyder and other executives also participate in a deferred
compensation plan as a means to provide additional incentives for management to
remain in the employ of the Company. Under the Plan, key employees selected by
the Committee are permitted the defer a portion of their compensation for
periods determined by them or until their employment by the Company ceases. The
Committee also determines annually the matching contribution to be made by the
Company and may, in addition, authorize additional Company contributions to be
made on behalf of designated individuals. Company matching contributions vest
over three years through December 31, 1996 and four years thereafter, and
additional Company contributions vest over the period determined by the
Committee. The Committee determined that Company contributions during 1998 would
match each participant's contribution up to 10% of the participant's salary and
would equal one-third of the participant's contributions in excess of such
amount, subject to a maximum Company contribution of $25,000 for any
participant.

                                            COMPENSATION COMMITTEE

                                            James E. McCormick,  Chairman
                                            Roger W. Brittain
                                            John A. Hill
                                            William J.  Johnson

Shareholder Return Performance Presentation

         Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Company's common stock against the
total return of the Dow Jones Equity Market Index and the Dow Jones Secondary
Oils Index for the calendar years 1994 through 1998. None of the companies on
the Dow Jones Secondary Oils Index is included in the companies surveyed as to
compensation levels by the independent consultants advising the Compensation
Committee of the Board of Directors. The Index is composed of thirteen
companies, all of which are significantly larger than the Company, selected by
Dow Jones & Company, Inc. to represent non-major oil producers that generally do
the bulk of their business domestically. The graph assumes that the value of the
investment in the Company's common stock and each index was $100 on January 1,
1994 and that all dividends were reinvested. The closing sales prices of the
Company's common stock on the last trading days of 1993 and 1998 were $ 17.75
and $ 13.3125, respectively.

                                       7


<PAGE>

Employment Agreements and Change in Control Arrangements

         In 1997, the Company and Mr. Hargett executed an employment agreement
(the "Hargett Agreement") pursuant to which Mr. Hargett will serve as President
and Chief Operating Officer of the Company, effective May 2, 1997. The
Employment Agreement provides for (a) a minimum annual base salary of $325,000,
(b) a minimum bonus for 1997 in the amount of $90,278, (c) a $50,000 payment to
cover Mr. Hargett's expenses for relocating to Fort Worth and (d) an initial
grant of a five-year option (vesting over three years) to purchase 200,000
shares of Common Stock at a price per share equal to $16.25, the fair market
value of a share of Common Stock on the day Mr. Hargett's employment commenced.
The Employment Agreement has an initial four-year term, and unless either party
terminates the Employment Agreement or provides notice that the term should not
be extended, the term will be extended automatically for an additional one year
period as of May 2 of each year (beginning on May 2, 1999). As a result, the
Employment Agreement will generally have a remaining term of at least two years.

         If Mr. Hargett's employment is terminated by the Company without
"cause" (as defined) or by Mr. Hargett because of a material breach of the
Employment Agreement by the Company, a material reduction in his duties and
responsibilities or the assignment to him of duties that are materially
inconsistent with his positions with the Company, then (a) the Company will pay
Mr. Hargett a lump sum equal to the aggregate base salary for the remaining term
and (b) all stock options awarded to Mr. Hargett will become fully exercisable
for a limited period of time. Mr. Hargett will also receive these termination
benefits if he terminates his employment (i) for any reason whatsoever on or
within 12 months after a "change in control" (as defined) or (ii) during the
60-day period commencing on May 2, 1999 because, in his judgment, and subject to
the concurrence of the Compensation Committee, the scope of his authority within
the Company is not appropriate. In addition, if any payment or distribution to
Mr. Hargett, whether or not pursuant to the Employment Agreement, is subject to
federal excise tax on "excess parachute payments," the Company is required to
pay an additional amount so that Mr. Hargett receives, net of taxes, an amount
sufficient to pay all such excise taxes.

         The Company has entered into Change of Control Severance Agreements
with each of its officers (other than Mr. Hargett). Pursuant to these
agreements, if within two years following a change of control (as defined) an
officer's employment is terminated by the Company without "cause" (as defined)
or by the officer because of a reduction in his compensation or entitlements to
benefits or a significant reduction in his duties and responsibilities, then (a)
the Company will pay to the officer a lump sum equal to two years' aggregate
base salary and (b) all stock options awarded to the officer will become fully
exercisable for a limited period of time. In addition, if any payment or

                                       8

<PAGE>

distribution to the officer, whether or not pursuant to the agreement, is
subject to federal excise tax on "excess parachute payments," the Company is
required to pay an additional amount so that the officer receives, net of taxes,
an amount sufficient to pay all such excise taxes.

         The Company has adopted the Snyder Oil Corporation Supplemental
Executive Retirement Plan pursuant to which eligible participants receive fixed
monthly retirement benefits upon retirement from the Company after reaching age
55. Participation in the plan is limited to a select group of management and
highly-compensated employees identified as influential within the Company and
selected to participate by the Board of Directors. The plan is a top-hat plan
for purposes of the Employee Retirement Income Security Act of 1974 and is not
designed to be qualified under to Section 401(a) of the Internal Revenue Code of
1986, as amended. The amount of benefits payable under the plan are
discretionary based on the Board's perception of the value of each participant's
contribution to the Company and the level of benefits provided by peer companies
to comparably situated individuals. Benefits are not determined by reference to
the participant's compensation or years of service. The Company funds its
obligations to each participant into a grantor trust for the participant upon
the participant reaching the age of 55. The only employee currently
participating in the plan is John C. Snyder. Upon Mr. Snyder's retirement from
the Company, Mr. Snyder will be entitled to monthly retirement benefits equal to
$21,750 per month for life and his surviving spouse will be entitled to $14,507
for life. Although the adoption of the plan was not related to the Company's
pending merger into Santa Fe Energy Resources, Inc., in light of the timing of
the merger, the Company has agreed to indemnify Mr. Snyder for any excise tax
under Section 4999 of the Internal Revenue Code of 1986 (and any interest,
penalties and other amounts related thereto, including additional income and
other taxes arising with respect to such indemnification) assessed against him
relating to the payment of benefits under the plan as a result of the merger.

Director Compensation

         Non-employee directors of the Company receive an annual retainer,
payable quarterly, of 2,000 shares of the Company's common stock. In addition,
non-employee directors receive $2,000 for attendance at each Board of Directors
meeting and $750 for attendance at each meeting of a committee of the Board of
Directors. Non-employee directors also receive $750 for each telephone meeting
in which they participate. Non-employee directors are reimbursed for expenses
incurred in attending Board of Directors and committee meetings, including those
for travel, food and lodging. Directors and members of committees of the Board
of Directors who are employees of the Company or its affiliates are not
compensated for their Board of Directors and committee activities. From time to
time in the discretion of the Board, the Board may grant additional compensation
to one or more non-employee directors.

         The Directors Stock Plan also provides that the Company will
automatically grant to each non-employee director, on the date of his
appointment, election, reappointment or reelection as a member of the Board of
Directors, a stock option for 2,500 shares of common stock. The exercise price
for all Director Options is the fair market value on the date of grant. The
duration of each option is five years from the date of award, and each option
vests as to 30% of the shares covered after one year, an additional 30% of the
shares after two years, and all remaining shares three years after the date of
grant.

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT

         The following table provides information as to the beneficial ownership
of common stock of the Company as of April 20, 1999, by each person who, to the
knowledge of the Company, beneficially owned 5% or more of the common stock,
each director of the Company, each executive officer named in the Summary
Compensation Table and by all executive officers and directors of the Company as
a group. No directors or executive officers of the Company beneficially owns any
equity securities of the Company other than common stock. Unless indicated
otherwise, the business address of each individual listed below is: c/o Snyder
Oil Corporation, 777 Main Street, Fort Worth, Texas 76102.

                                       9

<PAGE>
<TABLE>
<CAPTION>

                                                                      Common Stock              
                                                           -----------------------------------              
                                                           Number of                Percent of
                                                              Shares                   Class
                                                           Owned (a) (b)           Outstanding   
                                                           -------------           -----------   
<S>                                                           <C>                      <C>  
John C. Snyder                                                1,932,897                5.7 %
Roger W. Brittain                                                35,285                  *
William G. Hargett                                              140,500                  *
John A. Hill                                                    108,454                  *
William J. Johnson                                               18,450                  *
B.J. Kellenberger                                                29,523                  *
Harold R. Logan, Jr.                                              5,550                  *
James E. McCormick                                               24,450                  *
Edward T. Story                                                 560,817                1.7
Charles A. Brown                                                 64,620                  *
Mark A. Jackson                                                  30,090                  *
John H. Karnes                                                       --                  *
All executive officers and
   directors as a group                                       3,242,000                 9.5

Schroder Capital Management  (c)                              1,829,200                 5.5
   787 Seventh Avenue
    New York, New York  10019-6090

The Crabbe Huson Group, Inc.  (d)                             1,793,850                 5.4
   121 SW Morrison, Suite 1400
   Portland, Oregon  97204




*     Less than 1%.
<FN>

(a)   The number of shares in the table includes 506,750 shares that the named
      executive officers and directors and 699,520 shares that all executive
      officers and directors as a group have the right to acquire within 60 days
      after March 19, 1999 including 167,500 for Mr. Snyder, 139,500 for Mr.
      Hargett and 59,050 for Mr.
      Story.

(b)   Of the shares shown,  beneficial ownership of 303,760 is disclaimed by Mr.
      Snyder and by all  executive  officers and  directors  as a group.  To the
      knowledge of the Company,  each person  holds sole  investment  and voting
      power over the shares  shown,  except Mr.  Snyder  shares such powers with
      respect to 3,760 shares,  Mr.  Brittain shares such powers with respect to
      1,750  shares,  Mr. Hill shares  investment  power with  respect to 37,006
      shares and all  officers  and  directors as a group share such powers with
      respect to 42,516 shares.

(c)   The number of shares is based on information set forth in Schedule 13G
      dated February 8, 1999, by Schroder Capital Management Inc. Schroder
      Capital Management Inc. has sole voting power of 1,617,700 shares and sole
      dispositive power of 1,829,200 shares

(d)   The number of shares is based on information set forth in Amendment No. 1
      to the Schedule 13G dated February 12, 1999 by The Crabbe Huson Group,
      Inc. The shares are owned by clients of The Crabbe Huson Group with whom
      it shares voting and dispositive power.
</FN>
</TABLE>

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In May of 1997, Edward T. Story, a former executive of the Company and
currently a director, issued notes to the Company with an aggregate principal
amount of $590,500. The notes represented the exercise price of options issued
to Mr. Story relating to 10% of the stock of each of the Company's two
international subsidiaries. The notes initially were unsecured, bore interest at
the rate of 1% per month and were due on April 10, 1998. In July of 1997, the
interest rate on the notes was reduced to two percent over the Company's
incremental cost of funds and Mr. Story collateralized the notes with 50,000
shares of common stock of the Company. In March of 1998, Mr. Story repaid all
amounts outstanding under the notes, including $69,581 in accrued interest.

                                       10
<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

      (a)          1.      Reference is made to Item 8 on page 31.

               2. Schedules otherwise required by Item 8 have been omitted as
not required or not applicable.

               3.  Exhibits.

     3.1       -   Certificate of Incorporation of Registrant -- incorporated by
                   reference from Exhibit 3.1 to the Registrant's Registration
                   Statement on Form S-4 (Registration No. 33-33455).

     3.1.1     -   Certificate of Amendment to Certificate of Incorporation of
                   Registrant filed February 9, 1990 -- incorporated by
                   reference from Exhibit 3.1.1 to the Registrant's Registration
                   Statement on Form S-4 (Registration No. 33-33455).

     3.1.2     -   Certificate of Amendment to Certificate of Incorporation of
                   Registrant filed May 22, 1991 -- incorporated by reference
                   from Exhibit 3.1.2 to the Registrant's Registration Statement
                   on Form S-1 (Registration No. 33-43106).

     3.1.3     -   Certificate of Amendment to Certificate of Incorporation of
                   Registrant filed May 24, 1993 -- incorporated by reference
                   from Exhibit 3.1.5 to the Registrant's Quarterly Report on
                   Form 10-Q for the quarter-ended June 30, 1993 (File No.
                   1-10509).

     3.2       -   By-laws of the Registrant, as amended -- incorporated by 
                   reference from Exhibit 3.2 to the Registrant's Annual Report
                   on Form 10-K for the fiscal year ended December 31, 1997
                   (File No.1-10509).

     4.1       -   Indenture dated as of June 10, 1997 between the Registrant 
                   and Texas Commerce Bank National Association relating to
                   Registrant's 8 3/4percent Senior Subordinated Notes due 2007
                   -- incorporated by reference from Exhibit 4.1 to the 
                   Registrant's Current Report on Form 8-K dated June 10, 1997
                   (File No. 1-10509).

     4.1.1     -   First Supplemental Indenture dated as of June 10, 1997 to
                   Exhibit 4.1.5 -- incorporated by reference from Exhibit 4.2
                   to the Registrant's Current Report on Form 8-K dated June 10,
                   1997 (File No. 1-10509).

     4.1.2     -   Second Supplemental Indenture dated as of June 10, 1997 to
                   Exhibit 4.1.5 -- incorporated by reference from Exhibit 4.3
                   to the Registrant's Current Report on Form 8-K dated June 10,
                   1997 (File No. 1-10509).

     4.2       -   Rights Agreement, dated as of May 27, 1997, between the
                   Registrant and ChaseMellon Shareholder Services, L.L.C., as
                   Rights Agent, specifying the terms of the Rights, which
                   includes the form of Certificate of Designation of Junior
                   Participating Preferred Stock as Exhibit A and the form of 
                   Right Certificate as Exhibit B -- incorporated by reference
                   from Exhibit 1 to the Registrant's Current Report on Form 8-K
                   dated June 2, 1997 (File No. 1-10509).

     *4.3      -   Amendment Number 1 to Rights Agreement, dated as of January
                   13, 1999, between the Registrant and ChaseMellon Shareholder
                   Services, L.L.C., as Rights Agent.

     4.4       -   Form of Certificate of Designation of Junior Participating
                   Preferred Stock setting forth the terms of the Junior
                   Participating Preferred Stock, par value $.01 per share --
                   incorporated by reference from Exhibit A to Exhibit 1 to the
                   Registrant's Current Report on Form 8-K dated June 2, 1997
                   (File No. 1-10509).

                                       11

<PAGE>

     10.1      -   Agreement and Plan of Merger, dated January 13, 1999, between
                   Registrant and Santa Fe Energy Resources Inc. -- incorporated
                   by reference from Exhibit 2.1 to Santa Fe Energy Resources,
                   Inc.'s Registration Statement on Form S-4
                   (Registration No. 333-71595).

     10.2      -   Snyder Oil Corporation 1990 Stock Option Plan for
                   Non-Employee Directors -- incorporated by reference from
                   Exhibit 10.4 to the Registrant's Registration Statement on
                   Form S-4(Registration No. 33-33455).

     10.2.1    -   Amendment dated May 20, 1992 to the Registrant's 1990 Stock
                   Plan for Non-Employee Directors' incorporated by reference
                   from Exhibit 10.1.1 to the Registrant's Quarterly Report on
                   Form 10-Q for the quarter-ended June 30, 1993 (File No.
                   1-10509).

     10.3      -   Registrant's Amended and Restated 1989 Stock Option Plan --
                   incorporated by reference from Exhibit 10.2 to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997 (File No. 1-10509).

     10.4      -   Registrant's Deferred Compensation Plan for Select Employees,
                   adopted effective June 1, 1994, as amended -- incorporated by
                   reference from Exhibit 10.3 to the Registrant's Annual Report
                   on Form 10-K for the fiscal year ended December 31, 1997
                   (File No. 1-10509).

     10.5      -   Registrant's Profit Sharing & Savings Plan and Trust as
                   amended and restated effective October 1, 1993 --
                   incorporated by reference from Exhibit 10.12 to the
                   Registrant's Quarterly Report on Form 10-Q for the
                   quarter-ended September 30, 1993 (File No. 1-10509).

     10.6      -   Form of Indemnification Agreement-- incorporated by reference
                   from Exhibit 10.15 to the Registrant's Registration Statement
                   on Form S-4 (Registration No. 33-33455).

     10.7      -   Form of Change in Control Protection Agreement-- incorporated
                   by reference from Exhibit 10.11 to the Registrant's
                   Registration Statement on Form S-1 (Registration
                   No. 33-43106).

     10.8      -   Long-term Retention and Incentive Plan and Agreement between
                   the Registrant and Charles A. Brown -- incorporated by
                   reference from Exhibit 10.1.2 to the Registrant's Quarterly
                   Report on Form 10-Q for the quarter-ended June 30, 1993 (File
                   No. 1-10509).

     10.9      -   Agreement dated as of April 30, 1993 between the Registrant
                   and Edward T. Story -- incorporated by reference from Exhibit
                   10.8 to the Registrant's Annual Report on Form 10-K for the
                   year ended December 31, 1993 (File No. 1-10509).

     10.10     -   Formation and Capitalization Agreement dated as of December  
                   30, 1996 among Registrant, SOCO International, Inc., SOCO
                   International Holdings, Inc., SOCO International Operations,
                   Inc. and Edward T. Story-- incorporated by reference from
                   Exhibit 10.9 to the Registrant's Annual Report on Form 10-K
                   for the year ended December 31, 1996 (File No. 1-10509).

     10.10.1   -   Promissory Note dated December 30, 1996 from Edward T.
                   Story payable to the order of SOCO International Holdings,
                   Inc. -- incorporated by reference from Exhibit 10.9.1 to the
                   Registrant's Annual Report on Form 10-K for the year ended
                   December 31, 1996 (File No. 1-10509).

     10.10.2   -   Promissory Note dated December 30, 1996 from Edward T.
                   Story payable to the order of SOCO International Operations,
                   Inc. -- incorporated by reference from Exhibit 10.9.2 to the
                   Registrant's Annual Report on Form 10-K for the year ended
                   December 31, 1996 (File No. 1-10509).

                                       12

<PAGE>

     10.10.3   -   Exchange   Agreement  dated  July  10,  1997  between  SOCO
                   International, Inc. and Edward T. Story,  Jr. -- incorporated
                   by reference from Exhibit 10.9.3 to the  Registrant's  Annual
                   Report on Form 10-K for the fiscal  year ended  December  31,
                   1997 (File No. 1-10509).

     10.11     -   Amended and Restated Stock Repurchase Agreement dated as of 
                   July 31, 1997 and amended and restated as of September 18, 
                   1997 among the Registrant and Patina Oil & Gas Corporation--
                   incorporated by reference to Exhibit 10.12 to Amendment No. 2
                   to the Registration Statement on Form S-3 of Patina Oil & Gas
                   Corporation (Commission File No.  333-32671).

     10.12     -   Fifth Restated Credit Agreement dated as of June 30, 1994 
                   among the Registrant and the banks party thereto --
                   incorporated by reference from Exhibit 10.11 to the
                   Registrant's Quarterly Report on Form 10-Q for the 
                   quarter-ended June 30, 1994 (File No. 1-10509).

     10.12.1   -   First Amendment dated as of May 1, 1995 to Fifth Restated
                   Credit Agreement -- incorporated by reference from Exhibit
                   10.11.1 to Registrant's Quarterly Report on Form 10-Q for the
                   quarter-ended June 30, 1995 (File No. 1-10509).

     10.12.2   -   Second Amendment dated as of June 30, 1995 to Fifth
                   Restated Credit Agreement -- incorporated by reference from
                   Exhibit 10.12.2 to Registrant's Quarterly Report on Form 10-Q
                   for the quarter-ended June 30, 1995 (File No. 1-10509).

     10.12.3   -   Third Amendment dated as of November 1, 1995 to Fifth
                   Restated Credit Agreement -- incorporated by reference from
                   Exhibit 10.11.3 to Registrant's Annual Report on Form 10-K of
                   the year ended December 31, 1995 (File No. 1-10509).

     10.12.4   -   Fourth Amendment dated as of April 4, 1996 to Fifth
                   Restated Credit Agreement -- incorporated by reference to
                   Registrant's Quarterly Report on Form 10-Q for the
                   quarter-ended March 31, 1996 (File No. 1-10509).

     10.12.5   -   Fifth Amendment dated as of November 1, 1996 to Fifth
                   Restated Credit Agreement -- incorporated by reference from
                   Exhibit 10.11.5 to the Registrant's Annual Report on Form
                   10-K for the year ended December 31, 1996 (File No. 1-10509).

     10.12.6   -   Sixth Amendment dated as of May 19, 1997 to Fifth Restated
                   Credit Agreement -- incorporated by reference from Exhibit
                   10.11.6 to the Registrant's Quarterly Report on Form 10-Q for
                   the quarter ended June 30, 1997 (File No. 1-10509).

     10.12.7   -   Seventh Amendment dated as of October 13, 1997 to Fifth
                   Restated Credit Agreement -- incorporated by reference from
                   Exhibit 10.11.7 to the Registrant's Annual Report on Form
                   10-K for the fiscal year ended December 31, 1997 (File No.
                   1-10509).

    *10.12.8   -   Eighth Amendment dated as of November 1, 1998 to Fifth
                   Restated Credit Agreement.

     10.13     -   Directors Deferral Plan for Independent Directors of the 
                   Registrant-- incorporated by reference from Exhibit 10.12 to
                   the Registrant's Annual Report on Form 10-K for the fiscal
                   year ended December 31, 1997 (File No. 1-10509).

     10.14     -   Amended and Restated Agreement and Plan of Merger dated as
                   of March 20, 1996 among Registrant, Patina Oil & Gas
                   Corporation, Patina Merger Corporation and Gerrity Oil & Gas
                   Corporation -- incorporated by reference from Exhibit 2.1 to
                   Amendment No. 1 to the Registration Statement on Form S-4 of
                   Patina Oil & Gas Corporation (Registration No. 333-572).

                                       13

<PAGE>

     10.15     -   Employment Agreement effective as of May 2, 1997 between 
                   Registrant and William G. Hargett -- incorporated by
                   reference from Exhibit 1 to the Registrant's Current Report
                   on Form 8-K dated April 24, 1997 (File No. 1-10509).

     10.16     -   Indemnification Agreement dated as of May 2, 1997 between
                   Registrant and William G. Hargett -- incorporated by 
                   reference from Exhibit 2 to the Registrant's Current Report
                   on Form 8-K dated April 24, 1997 (File No. 1-10509).

     10.17     -   Severance Agreement dated as of April 17, 1997 between
                   Registrant and Thomas J. Edelman -- incorporated by reference
                   from Exhibit 3 to the Registrant's Current Report on Form 8-K
                   dated April 24, 1997 (File No. 1-10509).

     10.18     -   Advisory Agreement entered into effective as of May 1, 1997
                   between Registrant and Thomas J. Edelman -- incorporated by
                   reference from Exhibit 4 to the Registrant's Current Report
                   on Form 8-K dated April 24, 1997 (File No. 1-10509).

     #10.19    -   Form of Supplemental Executive Retirement Plan.

     #10.20    -   Form of Supplemental Executive Retirement Plan Agreement
                   between Snyder Oil Corporation and John C. Snyder.

     *12       -   Computation of Ratio of Earnings to Fixed Charges and Ratio
                   of Earnings to Combined Fixed Charges and Preferred Stock
                   Dividends.

     *22.1     -   Subsidiaries of the Registrant.

     #23.1     -   Opinion of Arthur Andersen LLP.

     *23.2     -   Consent of Netherland, Sewell & Associates, Inc.

     *27       -   Financial Data Schedule.

     *99.1     -   Reserve letter from Netherland, Sewell & Associates, Inc. 
                   dated February 3, 1999 to the Registrant interest as of
                   December 31, 1998.

      (b)          Current reports on Form 8-K filed during the quarter ended
                   December 31, 1998.

     * Previously filed in connection with Registrant's Annual Report on Form
     10-K for the fiscal year ended December 31, 1998.

     # Filed herewith in connection with Amendment No.2 to Registrant's Annual
     Report on Form 10-K for the fiscal year ended December 31, 1998.

                                       14
<PAGE>



                                    SIGNATURE


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



/s/ John C. Snyder  *                                             April 30, 1999
-------------------------
      Director and Chairman of the Board 
John C. Snyder                 (Principal Executive Officer)

/s/ William G. Hargett *                                          April 30, 1999
-------------------------      Director, President and Chief  
William G. Hargett             Operating Officer


/s/ Roger W. Brittain  *                                          April 30, 1999
-------------------------      Director       
Roger W. Brittain


/s/ John A. Hill *                                                April 30, 1999
--------------------------     Director     
John A. Hill


/s/ William J. Johnson  *                                         April 30, 1999
--------------------------     Director             
William J. Johnson


/s/ B. J. Kellenberger  *                                         April 30, 1999
--------------------------     Director 
B. J. Kellenberger


/s/ Harold R. Logan, Jr. *                                        April 30, 1999
--------------------------     Director    
Harold R. Logan, Jr.


/s/ James E. McCormick *                                          April 30, 1999
-------------------------      Director    
James E. McCormick


/s/ Edward T.  Story  *                                           April 30, 1999
-------------------------      Director 
Edward T.  Story

/s/ Mark A. Jackson *                                             April 30, 1999
-------------------------      Senior Vice President and Chief  
Mark A. Jackson                Financial Officer (Principal Financial
                               and Accounting Officer)




*By:  /s/ John H. Karnes             
    ---------------------    
       John H. Karnes
       Attorney-in-Fact