SNYDER OIL CORPORATION

Notice of Annual Meeting of Stockholders

and Proxy Statement

April 17, 1996

IMPORTANT: IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, THE
ACCOMPANYING FORM OF PROXY SHOULD BE COMPLETED, SIGNED AND RETURNED
AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE.

Snyder Oil Corporation

April 17, 1996

Dear Stockholder:

On behalf of the Board of Directors, it is our pleasure to
invite you to attend your 1995 Annual Meeting of Stockholders, which
will be held in Fort Worth, Texas, on Wednesday, May 22, 1996 at 9:00
a.m. Central Standard Time.

Details of the meeting are given in the enclosed Notice of the
Annual Meeting and Proxy Statement. During the meeting, we plan to
review the business and affairs of the Company and our plans for the
coming year.

Your representation and vote are important. We urge you to vote
your shares whether or not you plan to come to the Annual Meeting.
Please consider, complete, date, sign and return the enclosed proxy
card promptly to eliminate a costly follow-up mailing. You may
revoke your proxy prior to or at the meeting and still vote in person
if you so desire.

Sincerely,

John C. Snyder Thomas J. Edelman
Chairman President

777 Main Street Fort Worth, Texas 76102 817/338-4043

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 22, 1996

To the Stockholders of Snyder Oil Corporation:

The Annual Meeting of Stockholders of Snyder Oil Corporation
(the "Company") will be held at the Petroleum Club, 39th floor of the
Continental Plaza Building, 777 Main Street, Fort Worth, Texas, on
Wednesday, May 22, 1996, at 9:00 a.m. local time. The list of
stockholders entitled to vote at the meeting will be open to the
examination of any stockholder during ordinary business hours for a
period of ten days prior to the Annual Meeting at the Company's
headquarters, 777 Main Street, Fort Worth, Texas. Such list will
also be produced at the time and place of the meeting and be kept
open during the meeting for the inspection by any stockholder who may
be present. The purposes for which the meeting is to be held are as
follows:

1. To elect a board of nine directors to serve for the
ensuing year.

2. To transact any other business which properly may be
brought before the Annual Meeting or any adjournment(s)
thereof.

Subject to the provisions of the By-laws of the Company,
registered stockholders as of April 5, 1996 (i) who are individuals
may attend and vote at the Annual Meeting in person or by proxy or
(ii) which are corporations may attend and vote at the Annual Meeting
by proxy or by a duly authorized representative.

Whether or not you plan to attend the Annual Meeting, please
date and sign the enclosed proxy and return it in the envelope
provided. Any person giving a proxy has the power to revoke it at
any time prior to its exercise and, if present at the Annual Meeting,
may withdraw it and vote in person. Attendance at the Annual Meeting
is limited to stockholders, their proxies and invited guests of the
Company.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Peter E. Lorenzen
---------------------
Peter E. Lorenzen
Secretary

April 17, 1996
Fort Worth, Texas

SNYDER OIL CORPORATION

777 Main Street
Suite 2500
Fort Worth, Texas 76102

-------------------------
PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 22, 1996
-------------------------------

Introduction

The Board of Directors of Snyder Oil Corporation (the "Company")
is soliciting proxies to be voted at the Annual Meeting of
Stockholders to be held in Fort Worth, Texas on May 22, 1996 at 9:00
a.m., and at any adjournment thereof, for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. This
Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about April 17, 1996 in connection with this
solicitation.

Voting of Proxies

This proxy solicitation is intended to afford stockholders the
opportunity to vote on the election of directors and in respect of
such other matters, if any, as may be properly brought before the
Annual Meeting. The proxy permits stockholders to withhold voting
for any or all nominees for election as directors and to vote against
or abstain from voting on any other matter if the stockholder so
chooses.

At the close of business on April 5, 1996, the record date for
determining stockholders entitled to notice of and to vote at the
Annual Meeting, the Company had outstanding 31,394,235 shares of
common stock, $.01 par value (the "Common Stock"). Each such share
of Common Stock is entitled to one vote at the Annual Meeting. A
majority of such outstanding shares of Common Stock is necessary to
provide a quorum at the Annual Meeting.

Any proxy given may be revoked either by a written notice duly
signed and delivered to the Secretary of the Company prior to the
exercise of the proxy, by execution of a subsequent proxy or by
voting in person at the Annual Meeting. Where a stockholder's proxy
specifies a choice with respect to a voting matter, the shares will
be voted accordingly. If no such specification is made, the shares
will be voted for the nominees for director identified herein.

Election of Directors

The By-laws of the Company (the "By-laws") and Delaware Law
provide that the directors be elected annually by a plurality of the
votes of the Common Stock present in person or represented by proxy
at the Annual Meeting and entitled to vote on the election of
Directors. A stockholder's abstention from voting will be counted in
determining whether such a plurality vote was cast only if such
stockholder is represented in person or by proxy at the Annual
Meeting. Abstentions by or on behalf of shareholders not so
represented and broker non-votes will be disregarded. The Board of
Directors has, by resolution, fixed the number of directors at nine.
Each nominee is presently serving as a director and has served as a
director of the Company or its predecessor for the period indicated
in his biography. The term of each director presently serving will
terminate at the Annual Meeting when the respective successor of each
is elected and qualified. Each nominee has consented to being named
in this Proxy Statement and to serve if elected. If any nominee
should for any reason become unavailable for election, proxies may be
voted with discretionary authority by the persons named therein for
any substitute designated by the Board.

The Board of Directors recommends that the stockholders vote FOR
the nominees listed below.

Nominees for Election at Annual Meeting:

Roger W. Brittain (59), director since 1983, is a director of
Guinness Mahon & Co. Limited ("GM&Co."), a London merchant bank. In
March 1990, he became the Managing Director of Guinness Mahon Energy
Services Limited, a subsidiary of GM&Co. formed to provide investment
banking and consultant services to the oil and gas industry. Mr.
Brittain was a founder and the Managing Director of Energy Management
and Finance Limited ("EMF"), a position he held from 1985 to
September 1989. EMF managed TR Energy Public Limited Company ("TR
Energy"), an investment company making oil and gas investments in the
United States. From 1980 through October 1989, Mr. Brittain was
first Managing Director and from mid-1987 an Executive Director of TR
Energy. From 1977 to 1980, Mr. Brittain was a director of Shaw
Wallace & Co. Ltd., Calcutta, India. From 1967 to 1977, he was
associated with Hill Samuel & Co. Ltd., William Brandts & Sons Ltd.
and Edward Bates and Sons Ltd., merchant banks in London. Prior to
that time, Mr. Brittain was with Her Majesty's Foreign Service. Mr.
Brittain was educated at Marlborough College and received his M.A.
Degree from Balliol College, Oxford. Mr. Brittain serves as Chairman
of the Audit Committee and is a member of the Compensation Committee.

Thomas J. Edelman (45), director and President, founded a
predecessor of the Company in 1981. Prior to 1981, he was a Vice
President of The First Boston Corporation. From 1975 through 1980,
Mr. Edelman was with Lehman Brothers Kuhn Loeb Incorporated. Mr.
Edelman received his Bachelor of Arts Degree from Princeton
University and his Masters Degree in Finance from the Harvard
University Graduate School of Business Administration. Mr. Edelman
will serve as Chairman of the Board of Directors, President and
Chief Executive Officer of Patina Oil and Gas Corporation, a company
being formed to consolidate the Company's Wattenberg assets with
Gerrity Oil & Gas Corporation., and is a director of Command
Petroleum Limited, an affiliate of the Company. In addition, Mr.
Edelman serves as a director of Petroleum Heat & Power Co., Inc., a
Connecticut based fuel oil distributor, and its affiliate Star Gas
Corporation. Mr. Edelman is also Chairman of Lomak Petroleum, Inc.
and of Amerac Energy Corporation. Mr. Edelman is not standing for
reelection to the Amerac board at that company's annual meeting. Mr.
Edelman serves as Chairman of the Executive Committee.

John A. Hill (54), director since 1981, is a 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 a trustee of the Putnam Funds in Boston and a director of
Maverick Tube Corporation, a supplier of tubular goods, Weatherford-
Enterra Corporation, an oilfield services company, and PetroCorp
Inc., an exploration and development company. Mr. Hill serves as
Chairman of the Compensation and Governance Committees and as a
member of the Executive Committee.

William J. Johnson (61), 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 is a director of
Patina. Mr. Johnson serves as a director of BJ Services Company, an
oilfield service company, and Camco International, an oilfield
manufacturing company. Mr. Johnson also serves on the advisory board
of Texas Commerce Bank, Houston. Mr. Johnson serves on the Audit,
Compensation and Governance Committees.

B.J. Kellenberger (70), 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 its voluntary
liquidation in 1979. Mr. Kellenberger is a director of The Jefferson
Energy Foundation and a trustee of the Cassata Learning Center. Mr.
Kellenberger serves on the Audit and Executive Committees.

James E. McCormick (68), 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, B. J. Services, Inc., an
oilfield service company, and Texas Commerce Bank. Mr. McCormick
serves on the Compensation and Governance Committees.

Alfred M. Micallef (53), director since 1989, was elected
President of JMK International, Inc. in 1974 and is currently its
sole shareholder and Chief Executive Officer. JMK International is
one of the world's largest producers of silicone rubber. Mr.
Micallef serves on the Audit Committee.

Edward T. Story (52), a director and Vice President -
International of the Company and President of SOCO International,
Inc., joined the Company in 1991 and became a director of the Company
in February 1996. 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 U.S.A. from 1975 to 1979. He held various positions in Esso
Standard's international companies from 1966 to 1975. Mr. Story
received a Bachelor of Science Degree in Accounting from Trinity
University, San Antonio, Texas and a Masters of Business
Administration from The University of Texas in Austin, Texas. Mr.
Story is a director of Command Petroleum Limited, an affiliate of the
Company. In addition, Mr. Story serves as a director of First
BanksAmerica, Inc., a bank holding company, Hi/Lo Automotive, Inc.,
a distributor of automobile parts, Hallwood Realty Corporation, the
general partner of Hallwood Realty Partners, L.P., an American Stock
Exchange-listed real estate limited partnership, New Concept
Technologies International Limited, an Alberta-listed real estate and
energy company, and Territorial Resources, Inc., a publicly traded
oil and gas company.

John C. Snyder (54), a director and Chairman, founded one of the
Company's predecessors 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. Mr. Snyder was the first
president of Canadian-American Resources Fund, Inc., which he founded
in 1969. From 1964 to 1966, Mr. Snyder was employed by Humble Oil and
Refining Company (currently Exxon Corp.) as a petroleum engineer.
Mr. Snyder 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. Mr. Snyder is a director of the
Community Enrichment Center, Inc. Forth Worth, Texas. Mr. Snyder
serves on the Executive Committee.

Board and Committee Meetings; Committees of the Board

The Board held nine meetings in 1995. All directors attended at
least 75% of the aggregate number of meetings of the Board of
Directors and committees on which they served.

The Board has established four committees to assist in the
discharge of its responsibilities. The committee membership of each
director is included with his biography.

Executive Committee. The Executive Committee may exercise many
of the powers of the Board in the management of the business and
affairs of the Company in the intervals between meetings of the
Board. Although the Committee has very broad powers, in practice it
meets only when it would be impractical to call a meeting of the
Board. The Executive Committee did not meet during 1995.

Audit Committee. The Audit Committee reviews the professional
services provided by the Company's independent public accountants and
the independence of such accountants from management of the Company.
This Committee also reviews the scope of the audit coverage, the
annual financial statements of the Company and such other matters
with respect to the accounting, auditing and financial reporting
practices and procedures of the Company as it may find appropriate or
as have been brought to its attention. The Audit Committee met twice
during 1995.

Compensation Committee. The Compensation Committee reviews and
approves executive salaries and administers bonus, incentive
compensation and stock option plans of the Company. This Committee
advises and consults with management regarding other benefits and
significant compensation policies and practices of the Company. This
Committee also considers nominations of candidates for corporate
officer positions. The Compensation Committee met five times during
1995.

Governance Committee. The Governance Committee was established
in December 1994 to make recommendations to the Board of Directors
regarding policies on the composition of the Board and committees of
the Board, criteria for selection of nominees for election to the
Board and committees thereof, the roles and functions of committees
of the Board, nominees for membership on the Board and removal of
members of the Board. The Governance Committee met three times
during 1995.

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,
in each case excluding telephone meetings. Non-employee directors
are also 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.

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.

Beneficial Ownership of Securities

The following table provides information as to the beneficial
ownership of common stock of the Company as of April 5, 1996, by each
person who, to the knowledge of the Company, beneficially owned 5% or
more of the common stock, each director of the Company 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. The
business address of each individual listed below is: c/o Snyder Oil
Corporation, 777 Main Street, Fort Worth, Texas 76102.

Common Stock
------------------------------------------------------

Number of Percent of
Shares Class
Owner Owned (a)(b) Outstanding
- ---------------------- ------------------------- ---------------------

John C. Snyder 1,896,163 6.0 %
Thomas J. Edelman 1,506,551 4.8
Edward T. Story 30,000 *
Roger W. Brittain 21,488 *
John A. Hill 95,454 *
William P. Johnson 3,950 *
B.J. Kellenberger 14,023 *
James E. McCormick 11,950 *
Alfred M. Micallef 13,750 *
All 19 executive officers
and directors as a group 3,980,059 12.5

GEM Capital Management, Inc. (c) 3,881,999 12.2
The Equitable Companies
Incorporated (d) 2,570,355 8.2
FMR Corp. (e) 2,332,000 7.4
Franklin Resources Inc. (f) 2,057,240 6.5
Union Pacific Corp. (g) 2,000,000 6.2

- -------------------------------------

* Less than 1%.

(a) The number of shares in the table includes 320,120 shares
that the named executive officers and directors and 567,310
shares that all executive officers and directors as a group
have the right to acquire within 60 days after April 5, 1996
including 135,380 for Mr. Snyder, 125,990 for Mr. Edelman and
30,000 for Mr. Story.

(b) Of the shares shown, beneficial ownership of 300,660 is
disclaimed by Mr. Snyder, 141,698 by Mr. Edelman and 442,358
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 660 shares, Mr. Edelman
shares such powers with respect to 153,698 shares, Mr. Hill
shares investment power with respect to 37,006 shares, Mr.
Brittain shares investment power with respect to 500 shares
and all officers and directors as a group share such powers
with respect to 191,864 shares.

(c) The number of shares reported is based on information set
forth in Amendment No. 1 to Schedule 13D dated January 23,
1996 filed by Gem Capital Management, Inc., Oak Tree
Partners, L.P., GEM Convertible Securities Partners, L.P.,
GBU Inc. and Gerald B. Unterman; as reported therein, such
shares are owned by investment companies and accounts for
which GBU Inc. and GEM Capital Management, Inc. are
investment advisors and/or general partners. The number of
shares reported includes 535,963 shares assumed to b3 1, 4e
number of shares reported is based on information set forth
in Amendment No. 2 to Schedule 13G dated February 9, 1996
filed by AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, AXA,
The Equitable Life Assurance Society of the United States,
Donaldson, Lufkin & Jenrette Securities Corporation and The
Equitable Companies Incorporated ("Equitable"); as reported
therein, such shares are owned by subsidiaries of AXA and
Equitable and by client discretionary investment accounts for
which a subsidiary of Equitable are investment manager. Such
persons have sole power to dispose or direct the disposition
of 2,570,355 shares and sole power to vote or direct the vote
of 2,515,155 shares. The number of shares reported includes
5,095 shares assumed to be issued upon conversion of
subordinated notes.
5

(e) The number of shares reported is based on information set
forth in Amendment No. 3 to Schedule 13G dated February 13,
1996 filed by FMR Corp. ("Fidelity"), Fidelity Magellan Fund
and Edward C. Johnson 3d; as reported therein, such shares
are owned by investment companies of which a subsidiary of
Fidelity is investment advisor. Such persons have sole power
to dispose or direct the disposition of such shares.
Fidelity carries out the voting of the shares under written
guidelines established by the investment companies' boards of
trustees.

(f) The number of shares reported is based on information set
forth in the Schedule 13G dated February 12, 1996 filed by
Franklin Resources Inc. and Franklin Custodial Funds, Inc.
("Franklin"). The number of shares reported represents shares
assumed to be issued upon conversion of convertible notes.

(g) Represents shares that may be purchased by Union Pacific
Resources Company, a subsidiary of Union Pacific Corp., upon
exercise of warrants. Such person's address is Martin Tower,
Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018.

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, 1995, 1994 and 1993 of (i) those
persons who were at December 31, 1995 the chief executive officer
and the other four most highly compensated executive officers of the
Company and (ii) John A. Fanning, who served as Executive Vice
President until his resignation on November 14, 1995 (the "Named
Officers").

Summary Compensation Table (a)
------------------------------

Long-Term Compensation
----------------------
Annual Compensation
--------------------

Stock
Option All
Name and Position Year Salary Bonus (b) Awards (c) Other (d)
- ------------------------ ------ -------- --------- ---------- --------------

John C. Snyder 1995 $364,992 100,000 48,600 $41,543
Chairman and Chief 1994 363,324 0 48,000 88,912
Executive Officer 1993 352,489 230,000 46,000 28,600

Thomas J. Edelman 1995 339,984 140,000 45,300 41,543
President 1994 338,320 0 44,000 88,912
1993 327,498 230,000 43,000 28,600

John A. Fanning (e) 1995 273,991 0 34,600 24,816
Executive Vice President 1994 257,492 0 83,000 80,249
1993 241,244 200,000 81,000 28,600

Edward T. Story 1995 192,000 100,000 30,000 30,546
Vice President, 1994 190,833 60,000 10,000 27,915
International 1993 180,833 50,000 25,000 8,852

Charles A. Brown 1995 159,917 30,000 23,000 23,211
Vice President, 1994 157,833 20,000 12,200 27,248
Rocky Mountain Division 1993 142,000 100,000 32,000 300,957 (f)

Rodney L. Waller 1995 137,000 80,000 18,500 39,807
Vice President, 1994 136,166 20,000 10,600 24,243
Special Projects 1993 130,249 75,000 10,000 9,994

(a) Excludes the cost to the Company of other compensation
that, with respect to any Named Officer, does not exceed
the lesser of $15,000 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.

(d) Amounts for 1993, 1994 and 1995 include amounts accrued for
the fiscal year for the Named Officers under the Company's
Profit Sharing and Savings Plan. Amounts for 1994 and 1995
also include amounts accrued under the Company's Profit
Sharing and Savings Plan in the amount of $16,543 for each of
the Named Officers and under the Company's Deferred
Compensation Plan for Select Employees as follows: Mr.
Snyder, $75,000 and $25,000; Mr. Edelman, $75,000 and $25,000;
Mr. Fanning, $66,337 and $8,333; Mr. Story, $14,003 and
$16,543; Mr. Brown, $13,336 and $16,543; and Mr. Waller,
$15,003 and $25,000.

(e) Mr. Fanning resigned as an officer in November 1995 and as an
employee of the Company on December 31, 1995. The amount
shown for salary includes Mr. Fanning's salary through
December 31, 1995.

(f) Includes $285,000 payable in March 1998 if Mr. Brown remains
employed by the Company through that time under Mr. Brown's
long term incentive and retention plan.

Stock Options

The Company's stock option plan, which is administered by the
Compensation Committee, provides for the granting of options to
purchase shares of common stock to key employees of the Company and
its affiliates and certain other persons who are not employees of the
Company or its affiliates, but who from time to time provide
substantial advice or other assistance or services to the Company or
its affiliates. The plan permits options to acquire up to three
million shares of common stock to be outstanding at any one time.
During 1995, options to purchase 610,050 shares of common stock were
granted to 90 employees at an average exercise price of $11.78 per
share. The exercise price of all such options was equal to the fair
market value of the common stock on the date of grant. All options
granted during 1995 were for a term of five years, with 30% of the
options becoming exercisable after one year, an additional 30%
becoming exercisable after two years and the remaining options
becoming exercisable after the three years.

Shown below is information with respect to (a) options granted
during 1995 to the Named Officers and (b) options to purchase common
stock granted in 1995 and prior years under the Company's stock
option plans to the Named Officers and either exercised by them
during 1995 or held by them at December 31, 1995.

Stock Option Grants

Percentage Potential Realizable Value
of Total at Assumed Annual Rates of
Options Grants in Exercise Expiration Stock Price Appreciation (a)
Name Granted Year Price Date 5% 10%
- ---------------- -------- ---------- -------- ---------- --------- -----------

John C. Snyder 48,600 7.96% $14.125 2/21/00 $189,660 $419,100
Thomas J. Edelman 45,300 7.42% $14.125 2/21/00 $176,782 $390,642
John A. Fanning 34,600 5.67% $14.125 2/21/00 $135,025 $298,371
Edward T. Story 30,000 4.91% $14.125 2/21/00 $117,074 $258,704
Charles A. Brown 23,000 3.77% $14.125 2/21/00 $89,757 $198,339
Rodney L. Waller 18,500 3.03% $14.125 2/21/00 $72,196 $159,534

(a) 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 actual realized value of the options may be
significantly greater or less than the amounts shown. For
options granted during 1995, the values shown for 5% and 10%
appreciation equate to a stock price of $18.027 and $22.75,
respectively, at the expiration date of the options.

Stock Option Exercises and Year-End Values
Value of
Number of Unexercised Unexercised In-the-Money
Shares Acquired Value Options at Year-End 1995 Options at Year-End 1995
---------------------------- -------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- --------------- ----------- ------------ ------------- ---------- -------------

John C. Snyder 0 $ 0 134,000 100,600 $552,000 $0
Thomas J. Edelman 0 0 125,000 93,300 516,000 0
John A. Fanning 0 0 135,500 125,100 372,000 0
Edward T. Story 0 0 18,000 47,000 0 0
Charles A. Brown 0 0 20,760 56,340 59,400 0
Rodney L. Waller 9,964 33,629 29,180 29,920 120,000 0

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 Edelman. The Committee establishes salary and bonus ranges for
other officers and key employees, and generally approves specific
amounts within those ranges on the recommendation of management.

In establishing compensation policies, 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 discriminating on the basis of
personal performance. Annual awards of stock options are intended
both to retain executives and to motivate them to improve long-term
stock market performance.

In establishing total cash compensation (base salary plus
"expected bonus") for its executives, the Company targets the median
cash compensation for competitors of executives having similar
responsibilities. Adjustments, in large part subjective, are made to
account for cases in which the responsibilities of Company executives
differ from the responsibilities of executives of the companies
surveyed. Base salaries have historically been set below the median,
so that bonuses, which, except for the most senior officers, are
primarily determined by individual performance, will constitute a
larger portion of cash compensation. The Committee is advised
annually by independent consultants as to compensation levels of
competitors, based on detailed data relating to approximately 30
companies believed to be most comparable to the Company as well as
the results of more general surveys. The companies by surveyed by
the independent consultants are selected by the consultants in
consultation with the Committee and are intended to be most
representative of the companies with which the Company competes for
its personnel requirements. Guided by this survey, compensation
ranges are established, and individual executive compensation within
these ranges is determined based upon the individual's
responsibilities and performance.

The Committee determined that base salary levels for the
Company, including salary levels of Mr. Snyder and other officers of
the Company, would not be increased during 1995 in view of corporate
performance during 1994 and the outlook for 1995. 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 factors, 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 no bonus for 1994, but elected to award
Mr. Snyder a bonus of $100,000 for 1995. In arriving at this amount,
which is substantially lower than bonuses awarded to Mr. Snyder prior
to 1994, the Committee considered, among other things, that Company
performance during 1995 was in large part influenced by developments
during 1994. The Committee also considered actions taken during
1995, including sales of assets, reorganization of the Company's
business structure and implementation of additional operating
controls, that were directed toward enhancing the Company's financial
condition and improving future performance. Mr. Edelman's bonus for
1995, which was also lower than bonuses awarded to him prior to 1994
(for which the Committee determined not to grant a bonus to Mr.
Edelman), was determined based in large part on steps taken during
1995 to improve the Company's financial condition. 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 the aggregate, bonuses
awarded to executive officers for 1995, while significantly higher
than bonuses awarded for 1994, were less than the levels prevailing
prior to 1994.

Stock options are granted annually to Mr. Snyder and other
executives and key employees to retain and motivate the grantees and
to improve long-term stock market performance. Options are granted
only at the prevailing market price and will have value only if the
price of the Company's common stock increases. Generally, options
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; an
employee must be employed by the Company at the time of vesting in
order to exercise the options.

The Committee generally determines the number of options
granted to Mr. Snyder and to other executives and key employees 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. The Committee occasionally
grants additional options when the Committee believes additional
incentives are appropriate. No such awards were made during 1995.
However, in view of the fact that cash bonuses for 1994 of all
officers and key employees were substantially below prior levels, the
Committee did award approximately 85,000 additional stock options in
1995 to officers and key employees whose 1994 performance would
normally have justified cash bonuses substantially in excess of the
cash bonuses awarded.
9

The Committee maintains a Deferred Compensation Plan for Select
Employees as a means to provide additional incentives for key
employees 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, and additional
Company contributions vest over the period determined by the
Committee. The Committee designated 23 key employees, including all
executive officers, as eligible to participate during 1995 and
determined that Company contributions would equal one-third of each
participant's contribution, up to a maximum Company contribution of
$25,000 for any participant.

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

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 1991
through 1995. 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, 1991 and that all
dividends were reinvested. The closing sales prices of the Company's
common stock on the last trading days of 1990 and 1995 were $5 5/8 and
$12, respectively.

Line graph showing the Company, Dow Jones Equity Market Index, and
Dow Jones Secondary Oils Index for December 31, 1990-1995, including
the following data points (rounded to the nearest whole dollar):

12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95

Company $100 $124 $190 $341 $290 $238
DJ Equity 100 134 145 160 161 223
DJ Secondary
Oils 100 98 99 110 106 123

Employment Agreements and Change in Control Arrangements

The Board of Directors has adopted a change in control
protection plan under which the Company is authorized to enter into
agreements with senior level employees (other than Messrs. Snyder and
Edelman) providing for twelve months' continuation of salary and
benefits if, within six months following a change of control of the
Company, such employee terminates his employment with the Company for
good reason, as defined, or is terminated by the Company other than
for cause, as defined. Such agreements also provide that the Company
will take such action as will be necessary to cause all stock options
granted to the employee to become immediately exercisable. The
Company has entered into such agreements with each of its officers
other than Messrs. Snyder and Edelman. Under the change of control
protection plan, all employees of the Company not party to such
agreements (other than Messrs. Snyder and Edelman) who have completed
one year of service with the Company would be entitled to
continuation of salary and benefits for a period of three months
after termination in similar circumstances. In addition, the
Company's Deferred Compensation Plan for Select Employees provides
that all Company contributions made on behalf of participants will
become fully vested upon a change of control. Other than the
foregoing, the Company has not entered into any employment contracts
with any of its officers.

Certain Transactions and Relationships

In January 1995, SOCO Tamstag Mongolia, Inc. ("SOCO Tamstag"),
the Company's Mongolian affiliate and Territorial Resources, In.
("TRI") applied jointly for a production sharing contract covering a
block in Mongolia that adjoins a block in which SOCO Tamstag already
has an interest. TRI is a small publicly traded oil and gas company
of which Edward T. Story, a director and Vice President -
International of the Company, is a director and 5% stockholder. If
the contract is awarded, SOCO Tamstag will own 80% of the block and
TRI will own 15%. TRI has granted SOCO Tamstag a right of first
refusal on any transfer by TRI of an interest in the block. In
August 1995, TRI purchased 1% of the stock of SOCO Tamstag from an
unaffiliated third party. TRI has entered into an agreement with the
third party to purchase, subject to approval of the Mongolian
government, additional shares of SOCO Tamstag that would increase
TRI's interest to 13.6%. Mr. Story is also a director of New Concept
Technologies International Limited, an unaffiliated third party that
owns 22% of the stock of SOCO Tamstag.

John A. Fanning, a director and Executive Vice President of the
Company, resigned as a director and officer of the Company in
November 1995 as part of a restructuring of the Company that reduced
the size of the Company and reduced the number of reporting
relationships. In connection with Mr. Fanning's resignation the
Company agreed to continue Mr. Fanning's salary through the end of
1995 and to make a $65,000 severance payment to Mr. Fanning in
January 1996. In addition, the Company agreed that 135,500 stock
options previously awarded to Mr. Fanning, at exercise prices ranging
from $6.00 per share to $18.25 per share, that were vested on
December 31, 1995 would be exercisable through December 31, 1998. At
the time of his resignation, the Company and Mr. Fanning entered into
a consulting agreement under which Mr. Fanning agreed to provide
management and organizational services during the period from January
1, 1996 through September 30, 1997 as requested by the Chairman, to
the extent Mr. Fanning has the time available to render the requested
services. Mr. Fanning also agreed not to engage in oil and gas
activities in certain defined geographic areas during this period.
In exchange, the Company agreed to pay Mr. Fanning $450,000, payable
in 42 equal semi-monthly installments commencing January 15, 1996.

In November 1995, the Company sold interests in approximately 460
wells located in Michigan, Ohio and Pennsylvania to Lomak Petroleum,
Inc. ("Lomak") for a cash purchase price of $4 million. Lomak
tendered the highest offer following an extensive marketing program
managed by an independent investment banker. Thomas J. Edelman, a
director and President of the Company, Chairman of the Board of
Directors and Chairman of Lomak and owns beneficially approximately
800,000 shares of Lomak's common stock, representing 6% of Lomak's
outstanding common stock.

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 Securities and
Exchange Commission 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, except that a sale by Mr. Hill of 2,500 shares of common stock
in May 1995 was reported in February 1996.

Other Business

The Board does not know of any business to be presented for
consideration at the Annual Meeting other than as stated in the
Notice. It is intended, however, that the persons authorized under
the accompanying proxy will, in the absence of instructions to the
contrary, vote or act in accordance with their judgment with respect
to any other proposal properly presented for action at such meeting.

Submission of Proposals by Stockholders

In order to be eligible for inclusion in the Company's proxy
statement for the 1997 Annual Meeting of Stockholders, any proposal
of a stockholder must be received by the Company at its principal
executive office in Fort Worth, Texas by December 23, 1996.

Relationship with Independent Auditors

Arthur Andersen & Co. is the principal accountant selected by
the Company. Representatives of such firm are expected to be present
at the Annual Meeting, with the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate
questions.

Annual Report and Form 10-K

The 1995 Annual Report of the Company for the fiscal year ended
December 31, 1995, including audited financial statements, is being
forwarded to each stockholder of record as of April 5, 1996, together
with this Proxy Statement.

A copy of the Company's annual report on Form 10-K for 1995, as
filed with the Securities and Exchange Commission, will be furnished
without charge to stockholders on request to:

Snyder Oil Corporation
777 Main Street
Fort Worth, Texas 76102
Attention: Investor Relations

Other Matters

The accompanying form of proxy has been prepared at the
direction of the Company, of which you are a stockholder, and is sent
to you at the request of the Board of Directors. The proxies named
therein have been designated by your Board of Directors.

The Board of Directors of the Company urges you, even if you
presently plan to attend the meeting in person, to execute the
enclosed proxy and mail it as indicated immediately. You may revoke
your proxy and vote in person if you are in fact able to attend.

SNYDER OIL CORPORATION
By Order of the Board of Directors

/s/Peter E. Lorenzen
---------------------
Peter E. Lorenzen
Secretary
Fort Worth, Texas
April 17, 1996

P SNYDER OIL CORPORATION
R
O PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
X THE COMPANY FOR THE ANNUAL MEETING MAY 22, 1996
Y
The undersigned hereby constitutes and appoints Peter E. Lorenzen,
Rodney L. Waller and Richard A. Wollin, and each of them, his true
and lawful agents and proxies with full power of substitution in
each, to represent the undersigned at the annual meeting of
stockholders of Snyder Oil Corporation to be held May 22, 1996,
and at any adjournments thereof, on all matters coming before said
meeting.

Election of Directors, Nominees:

Roger W. Brittain, Thomas J. Edelman, John A. Hill,
William J. Johnson, B.J. Kellenberger, James E. McCormick, Alfred M.
Micallef, John C. Snyder and Edward T. Story

(change of Address)

(If you have written in the above space, please mark the
corresponding boxes on the reverse side of this card.)

You are encouraged to specify your choice by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors' recommendations. The Proxies cannot vote
your shares unless you sigh and return this Card. If no
indications is made, proxies will be voted FOR the proposal

/SEE REVERSE SIDE/

/x/ Please mark your SHARES IN YOUR NAME
votes as in this
example

FOR WITHHELD
1. Election of / / / /
Directors
(see reverse)

For, except vote withheld from the following nominee(s)

Change
of / /
Address

Attend / /
Meeting

SIGNATURE(S) DATE

NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.