EXHIBIT 10.12.8

  
             EIGHTH AMENDMENT TO FIFTH RESTATED CREDIT AGREEMENT

         This Eighth  Amendment  to Fifth  Restated  Credit  Agreement  ("EIGHTH
AGREEMENT")  is entered into as of the 1st day of November,  1998,  by and among
Snyder Oil Corporation ("BORROWER"),  NationsBank,  N.A., successor by merger to
NationsBank of Texas, N.A., as Agent ("AGENT"), and NationsBank, N.A., successor
by merger to NationsBank of Texas, N.A.  ("NATIONSBANK"),  Bank One, Texas, N.A.
("BANK ONE"), Wells Fargo Bank, N.A. ("WELLS FARGO"), Chase Bank of Texas, N.A.,
formerly known as Texas Commerce Bank National Association ("TCB," together with
NationsBank,  Bank One and  Wells  Fargo,  collectively  referred  to  herein as
"ORIGINAL BANKS") and Credit Lyonnais New York Branch, as Banks ("BANKS").

                                   WITNESSETH:

         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 Agreement
by and among  Borrower,  Agent and the  Original  Banks  dated as of November 1,
1996,  (vi) Sixth  Amendment  to Fifth  Restated  Credit  Agreement by and among
Borrower,  Agent and Banks dated as of May 19, 1997, and (vii) Seventh Amendment
to Fifth Restated Credit Agreement by and among Borrower,  Agent and Banks dated
as of October 13, 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 requested that certain  provisions of the Credit
Agreement,  including, without limitation,  Section 10.3 and related definitions
be amended in certain respects; and

         WHEREAS,  Borrower  has  requested  that  Banks (i)  establish  a Total
Borrowing  Base of  $150,000,000  with  $90,000,000  allocated to Facility A and
$60,000,000  allocated to Facility B effective  November 1, 1998 and  continuing
until the next  Determination  Date,  and (ii) extend the Facility B Termination
Date to October 30, 1999; 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 Banks 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 Eighth  Amendment,  the
Credit  Agreement  shall be amended  effective  November 1, 1998 (the "EFFECTIVE
DATE") in the manner provided in this Section 1.

         1.1 AMENDMENT TO  DEFINITIONS.  The definitions of  "CONSOLIDATED  CASH
FLOW" and "LOAN PAPERS"  contained in Section 1.1 of the Credit  Agreement shall
be amended to read in full as follows:

                  "Consolidated Cash Flow" means, with respect to Borrower for a
         time period,  consolidated  net income of Borrower for such time period
         as set forth in the financial  statements delivered pursuant to SECTION
         8.1 (a)  exclusive of net gain or loss (after  provision  for Taxes) on
         the sale of assets,  other than  production sold in the ordinary course
         of  business,   during  such  time  period,  (b)  exclusive  of  income
         attributable to any Subsidiary which is an Exempt  Subsidiary as of the
         last  day of such  time  period,  except  to the  extent  of  dividends
         actually  received  by Borrower or a  Restricted  Subsidiary  from such
         Exempt  Subsidiary   during  such  Period,   (c)  exclusive  of  income
         attributable to assets which are not owned  beneficially  and of record
         by Borrower or a Restricted  Subsidiary as of the last day of such time
         period,  (d) plus or minus, as  appropriate,  changes in deferred Taxes
         with respect to such time  period,  (e) plus  depreciation,  depletion,
         amortization  of  principal  and other  non-cash  charges for such time
         period,  and (f) plus  exploration  expenses  deducted  in  determining
         consolidated net income.

                  "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 Eighth
         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:

                 "Eighth  Amendment"  means that  certain  Eighth  Amendment to
         Fifth Restated  Credit  Agreement  dated as of November 1, 1998, by and
         among Borrower, Agent and the Banks.

                  1.3 RATIO OF CONSOLIDATED  TOTAL DEBT AND CONSOLIDATED  SENIOR
DEBT TO CONSOLIDATED  TANGIBLE NET WORTH OF BORROWER  COVENANT.  Section 10.3 of
the Credit Agreement shall be amended to read in full as follows:



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                  SECTION   10.3    RATIO  OF   CONSOLIDATED   TOTAL   DEBT  AND
         CONSOLIDATED  SENIOR  DEBT  TO  CONSOLIDATED   TANGIBLE  NET  WORTH  OF
         BORROWER.  Borrower will not permit its  consolidated  total Debt as of
         the end of any fiscal quarter to exceed two hundred twenty-five percent
         (225%)  of its  Consolidated  Tangible  Net Worth as of the end of such
         fiscal quarter.  Borrower will not permit its Consolidated  Senior Debt
         as of the end of any  fiscal  quarter  to  exceed  one  hundred  twenty
         percent (120%) of its Consolidated  Tangible Net Worth as of the end of
         such fiscal quarter.

         SECTION 2 DETERMINATION  OF BORROWING BASE. In accordance with SECTIONS
4.1 and 4.4 of the Credit Agreement,  effective  November 1, 1998 and continuing
until  the  next   Determination   Date,  the  Total  Borrowing  Base  shall  be
$150,000,000, allocated as follows: $90,000,000 to the Facility A Borrowing Base
and $60,000,000 allocated to the Facility B Borrowing Base.

         SECTION 3 EXTENSION OF FACILITY B TERMINATION  DATE. In accordance with
SECTION  2.9(b) of the Credit  Agreement,  the  Facility B  Termination  Date is
hereby extended from April 30, 1999 to October 30, 1999.

         SECTION 4 CONDITIONS  PRECEDENT TO  EFFECTIVENESS  OF  AMENDMENTS.  The
amendments  to the  Credit  Agreement  contained  in  SECTION  1 of this  Eighth
Amendment and the redetermination and allocation of the Total Borrowing Base and
extension of the  Facility B  Termination  Date  pursuant to Sections 2 and 3 of
this Eighth  Amendment shall be effective only upon payment by Borrower to Agent
for the ratable benefit of the Banks of an amendment and borrowing base increase
fee in the amount of $75,000.  If this  condition has not been  satisfied by the
Effective Date, this Eighth 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 Eighth Amendment,  Borrower hereby represents
and warrants to Agent as follows:

                  5.1  REAFFIRMATION  OF  REPRESENTATIONS  AND WARRANTIES.  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 hereof.

                  5.2 DUE AUTHORIZATION;  NO CONFLICTS. The execution,  delivery
and  performance by Borrower of this Eighth  Amendment are within the Borrower's
corporate  powers,  have been duly  authorized by necessary  action,  require no
action by or in request 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  of the  Subsidiaries  of  Borrower  except
Permitted Encumbrances.

                  5.3  VALIDITY  AND   ENFORCEABILITY.   This  Eighth  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.



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         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 Obligations 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 Eighth  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  Eighth
Amendment and all related documents.

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

                  6.6  COMPLETE  AGREEMENT.  THIS EIGHTH  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 Eighth Amendment are, unless specified otherwise,  for convenience only and
shall  not be  deemed  to limit,  amplify  or  modify  the terms of this  Eighth
Amendment, nor affect the meaning thereof.


<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Eighth
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:
                                       -------------------------------------
                                    Name:
                                         -----------------------------------
                                    Title:
                                          ----------------------------------

                                    AGENT:

                                    NATIONSBANK, N.A.,
                                    successor   by   merger  to
                                    NationsBank of Texas, N.A.


                                    By:
                                       -------------------------------------
                                         J. Scott Fowler,
                                         Vice President

                                    BANKS:

                                    NATIONSBANK, N.A.,
                                    successor   by   merger  to
                                    NationsBank of Texas, N.A.


                                    By:
                                       -------------------------------------
                                         J. Scott Fowler,
                                         Vice President

                                    CHASE BANK OF TEXAS, N.A.


                                    By:
                                       -------------------------------------
                                    Name:
                                         -----------------------------------
                                    Title:
                                          ----------------------------------



<PAGE>


                                    BANK ONE, TEXAS, N.A.


                                    By:
                                       -------------------------------------
                                    Name:
                                         -----------------------------------
                                    Title:
                                          ----------------------------------
                                                                      

                                    WELLS FARGO BANK, N.A.


                                    By:
                                       ------------------------------------- 
                                    Name:
                                         -----------------------------------
                                    Title:
                                          ----------------------------------

                                                   
                                     CREDIT LYONNAIS NEW YORK BRANCH


                                    By:
                                       -------------------------------------
                                    Name:
                                         -----------------------------------
                                    Title: