February 11, 1994


Mr. John A. Fanning
Snyder Oil Corporation
777 Main Street, Suite 2500
Fort Worth, Texas 76102

Dear Mr. Fanning:

    In accordance with your request, we have audited the estimates prepared
by Snyder Oil Corporation (SOCO), as of December 31, 1993, of the
proved oil and gas reserves and future net revenue to the SOCO interest
in certain oil and gas properties located in the lUnited States.
SOCO's estimlates are based on constant prices and costs which conform to 
the guidelilnes of the Securities and Exchange Commission (SEC).  The
followling table sets forth SOCO's estimates of the proved reserves
and future net revenue, as of December 31, 1993, for the audited
properties:


                     Net Reserves                    Future Net Revenue
                       Oil           Gas                        Present Worth
Category             (Barrells)     (MCF)             Total        at 10%
                                                   
Proved Developed
 Producing           15,463,300    236,066,000    $408,420,900   $258,925,700
 Non Producing        2,568,100     32,282,800      66,059,500     38,711,900
Proved Undeveloped   13,898,700    161,740,000     213,791,700     92,771,300


   Total Proved      31,930,100    430,088,800     $688,272,100  $390,408,900

  In our opinion, the estimates of SOCO's net proved oil and gas reserves, as
shown herein and in certain computer printouts on file in our office, are
in the aggregate reasonable and have been prepared in accordance with 
generally accepted petrolleum engineering and evaluation principles as
set forh in the Standards Pertaining to the Estimating and Auditing
of Oil and Gas Reserve Information promulgated by the Society
of Petroleum Engineers.  We are satisfied with the methods and
procedures utilized by SOCO in preparing the December 31, 1993
reserve estimates, and we saw nothing of an unusal nature that would 
cause us to take exception with the estimates, in the aggregate,
as prepared by SOCO.

The estimated reserves and future revenue shown herein are 
for the total proved reserves which include proved developeed
producing, proved developed non-prodlucing, and proved undeveloped 
reserves.  Our audit did not include consideration of probable or 
possible reserves which might be established for these properties,
nor did it include any consideration of undeveloped
acreage beyond those tracts for which proved reserves have
been estimated.

  It should be understood that our audit does not constitute a 
complete reserve study of SOCO's oil and gas properties.  The
complete reserve study consists of properties evaluated
by Netherland, Sewell & Assocliates, Inc.  as presented in our 
report dated February 10, 1994, representing 61.6 percent of the
total proved present worth discounted at 10 percent, and properties
evaluated by SOCO, representing 19.5 percent of the total
proved present worth.  Our audit consisted of a detailed
review of properties making up 81.1 percent of the present worth
for total proved reserves.  In our audit, we accepted
without independent verification the accuracy and
completeness of the historical information and data
furnished by SOCO with respect to ownership interest, oil and
gas production, well test data, oil and gas prices, 
historical costs of operation and development, and any
agreements relating to current and future operation of the 
properties and sales of production.  If, however, in the cource
of our examination somethig came to our attention which
brought into question the validity or sufficiency of any such 
information or data, we did not rely on such information or 
data until we had satisfactorily resolved our questions
relating therto or had independently verified such information or 
data.

   The above indicated reserve estimates were made in accordance with
guidelines prescribed by the SEC relating to the use of constant
prices and costs.  The oil and gas prices for each of SOCO's significant
property garoups are based on West Texas Intermediate posted price of 
$12.50 per barrel and average December 1993 gas prices, respectively, 
and are held constant throughout the life of the properties.  Lease
and well operating costs are held constant at
current levels for the life of the properties.  Future capital
costs are included as required for workovers, new development
wells, and producation eqlupmaent and are also held constant until 
expenditure.

  We are independent petroleum engilneers with respect to SOCO as
provided in the Standards Pertaining to the Estimating
and Auditing of Oil and Gas Reserve Information promulgated by
the Society of Petroleum Engineers.  We do not own an interest
in these properties and are not employed on a contingent basis.

   We receive the full cooperation of athe engineering, geological,
and accounting personnel of Snyder Oil Corporation during our review.
Plaease let us know if we can be of further assistance in this matter.

Very truly yours



/s/ Federick D. Sewell
Netherland, Sewell & Associates