EXHIBIT 10.12



                             SNYDER OIL CORPORATION

                             DIRECTORS DEFERRAL PLAN


1.      PURPOSES OF THE PLAN.

        The purposes of this Plan are to attract and retain qualified  Directors
and to provide  incentives to these Directors through the ability to defer their
receipt of Director Fees.

2.      DEFINITIONS.

           (a) "Board" means the Board of Directors of the Company.

           (b) "Change of Control"  means (i) the purchase or other  acquisition
           in one or more  transactions  other  than  from the  Company,  by any
           individual,  entity or group of persons within the meaning of Section
           13(d)(3)  or  14(d)  of the  Securities  Exchange  Act of 1934 or any
           comparable successor provisions,  of beneficial ownership (within the
           meaning of Rule 13d-3 of the  Securities  Exchange Act) of 50 percent
           or more of either  that  outstanding  shares  of common  stock or the
           combined  voting  power  of the  Company's  then  outstanding  voting
           securities  entitled to vote  generally or (ii) in connection or as a
           result of any tender offer,  exchange offer, merger or other business
           combination  or proxy  contest the  directors  prior to such event no
           longer  constitute a majority of the  directors  of the  Company,  or
           (iii)  the   approval   by   stockholders   of  the   Company   of  a
           reorganization,  merger, consolidation or other business combination,
           in each case, with respect to which persons who were  stockholders of
           the  Company  immediately  prior  to such  event  do not  immediately
           thereafter  own more  than 50% of the  combined  voting  power of the
           reorganized,   merged,   consolidated  or  combined   Company's  then
           outstanding  securities  that are  entitled to vote  generally in the
           election of directors or (iv) the  liquidation  or dissolution of the
           Company or sale of all or substantially all of the Company's assets.

           (c) "Common  Shares"  means units  equivalent  in value and  dividend
           rights to Common Shares, $ 0.01 par value, of the Company.

           (d) "Company" means Snyder Oil Corporation, a Delaware corporation.

           (e) "Deferred  Account" means the account  established by the Company
           for each  Director  who elects to defer the Fees  payable to him as a
           Director.

           (f)  "Director"  means  any  director  of the  Company  who is not an
           employee of the Company or any subsidiary of the Company.

           (g)  "Election  Agreement"  means the written  election to defer Fees
           signed  by the  Director  and  in  the  form  provided  by  the  Plan
           Administrator.

           (h) "Fees"  means the fees  payable  to a  Director  by reason of his
           serving  on the Board  either (i) as a  retainer  (without  regard to
           attendance  at  meetings) or (ii) on a per meeting  basis.  "Retainer
           Fees"  means  those Fees which are payable to a Director by reason of
           his serving on the Board as a retainer  (without regard to attendance
           at meetings). Fees do not include reimbursement of expenses.

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        (i) "Market  Price" means the average of the high and low price at which
        a share of the Company's  Common Stock,  $ 0.01 par value,  is traded on
        the New York Stock Exchange on a given date.

        (j) "Member" means any Director who has at any time deferred the receipt
        of Fees in accordance with this Plan.

        (k)    "Plan" means The Snyder Oil Corporation Directors Deferral Plan.

        (l) "Plan Administrator" means the person,  persons or entity designated
        by the  Company  to  administer  the Plan and to serve as agent  for the
        Company  with  respect  to the  Trust.  If no such  person  or entity is
        serving as Plan  Administrator  at any time,  the Company  shall be Plan
        Administrator.

        (m) "Trust" means the rabbi trust or trusts  established  by the Company
        that  identifies  the Plan as a plan with respect to which assets are to
        be held by the Trustee.

        (n) "Trustee" means the trustee or trustees under the Trust.

        (o) "Year" means the calendar year.

3.      ELECTION TO DEFER DIRECTOR FEES.

        (a)    ELIGIBILITY.

               A Director may elect to defer  receipt of all or a portion of his
        Fees for any Year in accordance with Paragraph 3(b) hereof.

        (b) TIME OF ELECTION.

               A Director desiring to defer all or a portion of his Fees for the
        upcoming   Year  must   submit  an  Election   Agreement   to  the  Plan
        Administrator  no later  than the last day of the Year prior to the Year
        for which the election is to be effective;  provided,  however, that for
        1997,  each  Director  shall be  permitted  to  elect to defer  all or a
        portion of the Fees earned after the Company's  adoption of the Plan and
        before  December 31, 1997,  provided such Director  delivers an Election
        Agreement to the Plan Administrator  within ten (10) days after adoption
        of the Plan.

               Any Director who was not a Director  during the previous Year may
        make an  election  to defer all or a portion of the Fees for the Year in
        which the  Director  is elected to the Board by  delivering  an Election
        Agreement  to the Plan  Administrator  within  thirty  (30) days of such
        election  to the Board.  A Director  fulfilling  the above  requirements
        shall be considered a "Member" for purposes of this Plan.


        (c) DURATION AND NATURE OF ELECTION.

               A Member's  election to defer Fees shall  continue in effect from
        Year to Year unless  modified or revoked by the Member  through  written
        notice to the Plan Administrator prior to the

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        beginning of the Year for which the  revocation  or  modification  is to
        apply.  Modifications or revocations shall not apply retroactively,  and
        once a Member has made,  or is deemed to have made, an election to defer
        all or a portion of his Fees for a given Year,  such election may not be
        modified or revoked.

4.      DEFERRAL ACCOUNTS.

        (a)    ACCOUNTS.

               The Company shall  establish  one or more  Deferred  Accounts for
        each Member reflecting  deferrals made for the Member's benefit together
        with any adjustments for income,  gain or loss and any payments from the
        Deferred Account.  If a Member elects to defer all or part of a Retainer
        Fee  (otherwise  payable in the form of Company  Common  Shares),  there
        shall be credited to a Member's Deferred  Account,  on each day on which
        the Retainer Fee would  otherwise be paid in the form of Common  Shares,
        units of Common  Shares  equal to the  portion  of the  number of Common
        Shares  payable as the Retainer Fee on such day which the Member elected
        to defer. The Plan Administrator  shall establish  sub-accounts for each
        Member  that has more than one  election in effect  under  Section 6 and
        such other  sub-accounts as are necessary for the proper  administration
        of the Plan. A sub-account  valued on the basis of the Company's  Common
        Shares  shall be known as a "Stock  Account." As of the last day of each
        Year, the Plan  Administrator  shall provide the Member with a statement
        of his or her Deferred Account  reflecting the income,  gains and losses
        (realized and  unrealized),  amounts of deferrals and  distributions  of
        such Deferred Account since the prior statement.

5.      INVESTMENTS

        (a) Deferral Accounts arising from a Member's election to defer all or a
portion of a Retainer  Fee payable in the form of Common Stock shall be held and
invested in a Stock  Account,  and valued on the basis of the  Company's  Common
Shares.  Any  dividends  paid in cash on such Common Shares in the Stock Account
shall be invested  at the  direction  of the Member  from among a  selection  of
Funds,  as described in paragraph (b) hereof.  A Member may direct that all or a
portion of the Common  Shares held in his or her Stock Account shall be sold, in
which case the  proceeds of the sale shall then be invested in  accordance  with
the Member's direction under paragraph (b) hereof.

        (b) Each Member  shall  designate,  in  accordance  with the  procedures
established from time to time by the Plan Administrator, the manner in which the
amounts  allocated to his or her Deferred Account (other than the Stock Account)
shall be deemed to be invested from among the Funds (as such term is hereinafter
defined)  made  available  from  time to  time  for  such  purpose  by the  Plan
Administrator.  Such  Member  may  designate  one of such  Funds for the  deemed
investment  of the  amounts  allocated  to his or her account or such Member may
split the deemed  investment  of the amounts  allocated  to his or her  Deferred
Account  between such Funds in such  increments  as the Plan  Administrator  may
prescribe.  If a  Member  fails to make a  proper  designation,  then his or her
Deferred  Account shall be deemed to be invested in the Fund or Funds designated
by the Plan Administrator  from time to time in a uniform and  nondiscriminatory
manner. The term "Funds" shall mean the investment funds designated from time to
time by the Plan  Administrator  for the deemed  investment of Deferred Accounts
pursuant to this Section 5.

        (c) A Member may change his or her  deemed  investment  designation  for
future amounts to be allocated to such Member's Deferred Account (other than the
Stock Account). Any such change shall be

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made in accordance  with the procedures  established by the Plan  Administrator,
and the frequency of such changes may be limited by the Plan Administrator.

        (d) A  Member  may  elect  to  convert  his  or  her  deemed  investment
designation  with  respect to the amounts  already  allocated  to such  Member's
Deferred  Account (other than the Stock Account).  Any such conversion  shall be
made in accordance  with the procedures  established by the Plan  Administrator,
and the frequency of such conversions may be limited by the Plan Administrator.

        (e) All deemed  investments  under the Plan shall be valued at the times
and in the manner  determined by the Plan  Administrator in its sole discretion.
The Plan Administrator may at any time and for any reason,  without liability to
any Member,  determine in its sole  discretion  that a particular Fund (or asset
under paragraph d. above) shall no longer be available for the deemed investment
of an Deferred  Account under the Plan. In such case,  the deemed  investment in
such  Fund (or  asset)  shall be  deemed  to have  been  liquidated  on the date
selected by the Plan Administrator in its sole discretion. None of the Plan, the
Company, the Plan Administrator,  the Trust, or the Trustee shall be responsible
or liable for any loss resulting from (i) a Member's  exercise of any control or
discretion over the deemed investment of his or her Deferred Account and/or (ii)
any actions taken by the Plan Administrator  pursuant to this Section 5. Actions
by the Plan Administrator pursuant to this Section 5 may vary among Members.

6.      CLAIMS OF GENERAL CREDITORS.

        All compensation  deferred and amounts credited to the Deferred Accounts
under  this Plan  shall  remain a part of the  general  assets  of the  Company.
Accordingly,  the compensation deferred under this Plan is subject to the claims
of the Company's general creditors.

7.      PAYMENT OF DEFERRED ACCOUNTS.

        A Member shall elect (in the Election  Agreement  used to elect to defer
Fees under  Section 3) the date at which the Deferral  Accounts  (including  any
earnings  attributable  thereto)  will  commence to be paid to the  Member.  The
Member shall also elect thereon for payments to be paid in either:

        (a)    a single lump-sum payment; or

        (b)    annual  or  monthly  installments  over a period  elected  by the
               Member up to 10 years,  the amount of each  installment  to equal
               the balance of his or her Deferred Account  immediately  prior to
               the installment  divided by the number of installments  remaining
               to be paid.

Each  such  election  will be  effective  for the Year for  which it is made and
succeeding  Years,  unless  changed by the Member.  Any change will be effective
only for Deferrals made for the first Year beginning after the date on which the
Election Agreement  containing the change is filed with the Plan  Administrator.
Except as provided in Section 8, payment of a Member's  Account shall be made in
accordance with the Member's elections under this Section 7.


        With  respect  to all  distributions  to be made  under  the  Plan,  the
following rules shall apply:


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               (i) All  distributions  from a Stock Account shall be paid in the
form of Common Shares, and all other  distributions from Deferral Accounts shall
be paid in cash,  subject to  withholding  or  deduction  by the  Company of any
taxes,  contributions,  payments and assessments which the Company is now or may
hereafter  be  required  or  authorized  by  law  to  withhold  or  deduct  from
distributions; and

               (ii) The amount of the  distribution  from the  Deferred  Account
shall  be  valued  at the  times  and  in  the  manner  determined  by the  Plan
Administrator in its sole discretion.

8.      CHANGE OF CONTROL

        In the  event of a Change  of  Control,  the  Member's  entire  Deferred
Account  balance  will be paid to the  Member  in a  single  lump sum as soon as
possible  following  any Change of Control of the Company,  unless  provision is
otherwise made in writing by the Board incident to the transaction.

9.      DEATH OF MEMBER.

        If a  Member  dies  prior  to the  complete  distribution  of his or her
Deferred  Account,  the balance of the Deferred Account shall be paid as soon as
practicable to the Member's designated beneficiary or beneficiaries, in the form
elected by the Member under either of the following options:

        (a)    a single lump-sum payment; or

        (b)    annual  or  monthly  installments  over a period  elected  by the
               Member up to 10 years,  the amount of each  installment  to equal
               the balance of the Account  immediately  prior to the installment
               divided by the number of installments remaining to be paid.

Any designation of beneficiary and form of payment to such beneficiary  shall be
made by the Member on an Election  Agreement  filed with the Plan  Administrator
and may be  changed  by the  Member  at any  time  by  filing  another  Election
Agreement containing the revised  instructions.  If no beneficiary is designated
or no designated  beneficiary survives the Member,  payment shall be made to the
Member's  surviving  spouse or, if none,  to his or her issue per stirpes,  in a
single payment. If no spouse or issue survives the Member, payment shall be made
in a single lump sum to the Member's estate.

10.     ADMINISTRATION.

        (a)    PLAN ADMINISTRATION AND INTERPRETATION.

           The Plan Administrator  shall oversee the administration of the Plan.
The Plan  Administrator  shall have complete  control and authority to determine
the rights and benefits and all claims,  demands and actions  arising out of the
provisions of the Plan of any Member,  beneficiary,  deceased  Member,  or other
person  having  or  claiming  to have any  interest  under  the  Plan.  The Plan
Administrator shall have complete discretion to interpret the Plan to decide all
matters  under  the  Plan.  Such  interpretation  and  decision  shall be final,
conclusive  and binding on all Members and any person  claiming under or through
any  Member,  in the  absence  of clear and  convincing  evidence  that the Plan
Administrator acted arbitrarily and capriciously.  Any individual(s)  serving as
Plan  Administrator  who is a Member will not vote or act on any matter relating
solely to himself or herself. When making a determination or

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calculation,  the Plan  Administrator  shall be entitled to rely on  information
furnished by a Member, a beneficiary, the Company or the Trustee.

        (b)    POWERS, DUTIES, PROCEDURES, ETC.

        The Plan Administrator shall have such powers and duties, may adopt such
rules, may act in accordance with such procedures,  may appoint such officers or
agents, may delegate such powers and duties, may receive such reimbursements and
compensation, and shall follow such claims and appeal procedures with respect to
the Plan as it may establish.

        (c)    INFORMATION

        To enable the Plan  Administrator to perform its functions,  the Company
shall  supply  full and  timely  information  to the Plan  Administrator  on all
matters  relating to Members'  Fees and such other  pertinent  facts as the Plan
Administrator may require.

        (d)    INDEMNIFICATION OF PLAN ADMINISTRATOR

        The Company  agrees to  indemnify  and to defend to the  fullest  extent
permitted by law any officer(s) or employee(s)  who serve as Plan  Administrator
(including  any such  individual  who  formerly  served  as Plan  Administrator)
against all liabilities,  damages, costs and expenses (including attorneys' fees
and amounts paid in settlement of any claims approved by the Company) occasioned
by any act or  omission  to act in  connection  with  the  Plan,  if such act or
omission is in good faith.

11.     TERMINATION OR MODIFICATION OF PLAN.

        This Plan may be terminated, modified, or amended at the sole discretion
of the  Board.  If this  Plan is  terminated,  the  remaining  Deferred  Account
balances  will  be  distributed  pursuant  to the  terms  of  this  Plan  and no
additional deferrals will be permitted.

12.     NON-ALIENATION.

        The amounts credited to any Deferred Accounts  maintained under the Plan
may not be pledged,  assigned,  or  transferred  by the  Director  for whom such
Account is maintained  or by any other  individual,  and any  purported  pledge,
assignment, or transfer shall be void and unenforceable.

13.     CLAIMS OF OTHER PERSONS.

        The  provisions of the Plan shall in no event be construed as giving any
person,  firm or corporation any legal or equitable right as against the Company
or any subsidiary,  or the officers,  employees,  or directors of the Company or
any subsidiary,  except any such rights as are specifically  provided for in the
Plan or are hereafter created in accordance with the terms and provisions of the
Plan.

14.     SEVERABILITY.

        The invalidity and  unenforceability of any particular  provision of the
Plan  shall  not  affect  any  other  provision  hereof,  and the Plan  shall be
construed in all respects as if each invalid or  unenforceable  provisions  were
omitted herefrom.

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15.     GOVERNING LAW.

        The  provisions  of the  Plan  shall be  governed  by and  construed  in
accordance with the laws of the State of Texas.


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