EXHIBIT 10.9.2

                                 PROMISSORY NOTE

        THIS ISSUANCE OF THIS NOTE HAS NOT BEEN  REGISTERED  OR QUALIFIED  UNDER
THE SECURITIES ACT OF 1933 OR THE  SECURITIES  LAWS OF ANY STATE.  THIS NOTE MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR QUALIFICATION UNDER
SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.

$269,563.25                                                   December 30, 1996
-----------                                                   -----------------

        EDWARD T. STORY, a resident of the State of Texas  ("Maker"),  For Value
Received,  promises  and  agrees  to pay  to the  order  of  SOCO  International
Operations,  Inc. ("Payee"),  at Snyder Oil Corporation,  777 Main Street, Suite
2500, Fort Worth,  Texas,  76012,  Attention:  General Counsel, or at such other
address as to which Payee (or any  subsequent  holder of this Note) shall notify
Maker in writing, in lawful money of the United States of America, the principal
sum of Two Hundred  Sixty-Nine  Thousand  Five  Hundred  Sixty-Three  and 25/100
Dollars  ($269,563.25),  on or before  April 10, 1998 (the  "Scheduled  Maturity
Date"), payable together with interest on the unpaid balance thereof as provided
below.

          1.  Interest.  Interest shall accrue from and after the date hereof on
the principal  balance hereof from time to time remaining  unpaid at One Percent
(1%) per calendar  month.  Interest  shall be payable on or before the Scheduled
Maturity Date.

          2. Prepayments.  Principal and interest on this Note may be prepaid at
any time without premium or penalty.

          3.  Acceleration  upon Events of  Default.  Payee,  or any  subsequent
holder of this Note,  may declare all unpaid  amounts of principal  and interest
hereunder  immediately  due and payable by giving Maker  notice of  acceleration
after the occurrence of an Event of Default (as hereinafter  defined). An "Event
of  Default"  shall  occur (i) upon the  failure by Maker to pay any amounts due
under  this  Note as and when  they  become  due and  payable,  but only if such
failure  continues  for a period of five days after  written  notice  thereof is
dispatched  by Payee to Maker,  (ii) upon the filing of a  petition,  consent to
relief or the entry of a decree or order by a court having  jurisdiction  in the
premises  for  relief in respect of Maker  under  Title 11 of the United  States
Code,  as now  constituted  or  hereafter  amended  or (iii)  upon the breach or
violation  by Maker of any  representation,  warranty,  covenant or provision of
that  certain  Formation  and  Capitalization  Agreement by and among Snyder Oil
Corporation, SOCO International,  Inc., SOCO International Holdings, Inc., Payee
and Edward T. Story,  dated as of December 30, 1996,  but only if such breach or
violation  continues  for a period of 15 days after  written  notice  thereof is
dispatched by Payee to Maker.

          4.  Attorney's  Fees. If an Event of Default shall occur and this Note
is placed in the hands of an attorney for  collection,  or suit is filed hereon,
or  bankruptcy  proceedings  are  commenced  by or against  Maker,  or  probate,
receivership or other judicial  proceedings for the  establishment or collection
of any amount called for hereunder are commenced, or any amount payable or to be
payable hereunder is collected through any such proceedings, Maker agrees to pay
to the  owner  and  holder of this Note a  reasonable  amount as  attorney's  or
collection fees.

          5. Waivers. Maker, and all persons liable or who become liable for all
or any part of this Note,  expressly  waive demand and  presentment for payment,
notice of nonpayment, protest, demand,

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notice of protest,  notice of dishonor,  dishonor,  bringing of suit,  notice of
extension  and  diligence  in taking any action to  collect  amounts  called for
hereunder  and in the handling of  securities at any time existing in connection
herewith;  and are  liable  for the  payment  of all sums  owing and to be owing
hereon,  regardless of and without any notice,  diligence, act or omission as or
with  respect  to the  collection  of any  amount  called  for  hereunder  or in
connection with any right,  lien,  interest or property at any and all times had
or existing as security for any amount called for hereunder.

          6. No Release.  The granting to Maker of an extension or extensions of
time  for the  payment  of any sum or sums  due  under  this  Note or any  other
agreement by the Maker with the Payee or any subsequent  holder of this Note, or
the  exercise of or failure to exercise  any right or power under this Note,  or
any agreement by the Maker with the Payee or any subsequent holder of this Note,
shall not in any way release or affect the  liability  of Maker,  any  guarantor
hereof,  or any other party obligated to pay the indebtedness  evidenced by this
Note.

          7.  Severability.  If any  provision  of this Note or the  application
thereof  to any party or  circumstance  is held  invalid or  unenforceable,  the
remainder of this Note and the application of such provision to other parties or
circumstances  shall not be affected thereby,  the provisions of this Note being
severable in any such instance.

          8. Successors.  This Note shall be binding upon and shall inure to the
benefit of Maker and Payee and their respective successors and assigns.

          9.  Governing  Law.  The terms of this Note shall be governed  by, and
interpreted  in  accordance  with the  provisions  of,  the laws of the State of
Delaware including without  limitation,  all matters of construction,  validity,
performance  and  enforcement  and without  giving  effect to the  principles of
conflict of laws.

                                                  /s/Edward T. Story
                                             ---------------------------------
                                                 EDWARD T. STORY, JR.


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