PATINA OIL & GAS CORP
PRER14A, 1997-09-08
CRUDE PETROLEUM & NATURAL GAS
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                               PRELIMINARY COPY

    
                                 SCHEDULE 14A
                                (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                             Exchange Act of 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                         PATINA OIL & GAS CORPORATION
- ------------------------------------------------------------------------------
               (Name of Registrant as Specified in its Charter)

   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

/X/  No Fee required
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

          (1)  Title of each class of securities to which transaction
               applies:
          (2)  Aggregate number of securities to which transaction applies:
          (3)  Per unit price or other underlying value of transaction
               computed pursuant to Exchange Act Rule 0-11 (Set forth the
               amount on which the filing fee is calculated and state how it
               was determined):
          (4)  Proposed maximum aggregate value of transaction:
          (5)  Total fee paid:

/ /  Fee paid previously with preliminary materials.

/ /  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously.  Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

          (1)  Amount Previously Paid: 
          (2)  Form, Schedule or Registration Statement No.: 
          (3)  Filing Party: 
          (4)  Date Filed:
<PAGE>
                            PATINA OIL & GAS CORPORATION
                           1625 Broadway, Suite 2000
                            Denver, Colorado  80202
                                (303) 389-3600

                                                            September __, 1997


Dear Stockholder:

     You are cordially invited to attend a Special Meeting (the "Meeting") of
the stockholders of Patina Oil & Gas Corporation (the "Company"), which will
be held at the Company's headquarters, 1625 Broadway, Denver, Colorado, on
_____, October __, 1997, at 9:00 a.m. Mountain time.

     As you may know, Snyder Oil Corporation ("SOCO") currently owns
14,000,000 shares, or approximately 74%, of the Company's outstanding common
stock (the "Patina Shares").  At the Meeting, you will be asked to approve a
series of transactions (collectively, the "Transactions") which will permit
the Company to eliminate SOCO's ownership in the Company. For strategic
reasons, SOCO has decided to liquidate its stake in the Company and redeploy
the proceeds in its core business.

     In simple terms, 7,500,000 Patina Shares (8,625,000 Patina Shares if the
underwriters' overallotment option is fully exercised, or such greater or
lesser number as the underwriters, the Company and SOCO may agree to include
in the Secondary Offering) will be sold to the public in an underwritten
public offering (the "Secondary Offering").  Immediately thereafter, the
Company will repurchase the remaining 6,500,000 Patina Shares (5,375,000
Patina Shares if the underwriters' overallotment option is fully exercised,
or such greater or lesser number if the underwriters, the Company and SOCO
agree to include fewer or additional Patina Shares in the Secondary Offering)
owned by SOCO (the "Patina Share Repurchase").  The Patina Share Repurchase
will be funded through the sale to a limited number of investors of between
1,600,000 and 2,520,000 shares (as determined by the Company in its sole
discretion) of a new issue of convertible preferred stock for an aggregate
purchase price of up to $63.0 million (the "New Preferred Stock") and the
sale of $3.0 million of newly issued common stock to 18 members of your
management at the public offering price obtained in the Secondary Offering. 
The common stock being sold to the public and management (assuming the
underwriters' overallotment is fully exercised and the public offering price
is $8.50 per share) represents 46.8% of the Company's total common stock
outstanding.  To induce management to invest in the Company and to enhance
their interest in its future success, the Company will simultaneously grant
these individuals 500,000 shares of restricted common stock.  These shares
will vest over five years and thereby help retain the services of these key
individuals.  Upon the consummation of the Transactions (assuming a public
offering price of $8.50 per share), the Company's management will
beneficially own approximately 6.2% (assuming the full vesting of all shares
awarded to them) of the Company's total common stock outstanding.  The
details of the Transactions are described in the enclosed Proxy Statement,
which I urge you to read carefully.

    <PAGE>
   
     The Company's Board of Directors, after careful consideration, has
unanimously determined that the Transactions are fair to and in the best
interests of the Company and its stockholders.  Accordingly, the Board of
Directors has approved the Transactions and recommends that you vote FOR
approval and adoption of the Transactions.  In reaching its determination,
your Board of Directors considered, among other things, the recommendation of
the independent committee of the Board of Directors established to review the
fairness of the contemplated transactions (the "Independent Committee") that
the Board approve the Transactions.  The Independent Committee considered the
advice of A.G. Edwards & Sons, Inc. ("A.G. Edwards") concerning the fairness,
from a financial point of view, as of July 30, 1997, to the holders of common
stock of the Company (other than SOCO) (the "Non-Affiliated Stockholders") of
the Patina Share Repurchase and that taking into account the terms and
conditions of the New Preferred Stock, the consideration to be paid to the
Company for the New Preferred Stock is comparable to other privately placed
convertible preferred equity securities and, as a result is fair, from a
financial point of view, to the Non-Affiliated Stockholders.  A.G. Edwards'
opinion is included as Annex F to the accompanying Proxy Statement. You are
urged to read the opinion in its entirety for further information with
respect to the assumptions made, matters considered and limits of the reviews
undertaken by A.G. Edwards.  Certain directors and officers of the Company
and SOCO and certain of their respective affiliates, as well as certain board
nominees of the New Preferred Stock investors, have interests described in
the enclosed Proxy Statement that present them with potential conflicts of
interest as a result of the Transactions.  The Company's Board of Directors
and the Independent Committee were aware of such potential conflicts and
considered them in connection with the approval of the Transactions.

     Pursuant to the Patina Share Repurchase, SOCO has agreed to vote its
shares of Common Stock (including its 2,000,000 shares of Series A Common
Stock that are entitled to three votes per share at all meetings of the
Company's stockholders) in favor of the Transactions.  Therefore, as of the
date hereof, the requisite number of votes for the approval of the
Transactions to be considered at the Meeting is assured.  However, your vote
on these matters is important.  We urge you to vote your shares whether or
not you plan to attend the Meeting.  Please take a few minutes now to review
the Proxy Statement and to sign and date your proxy and return it in the
envelope provided.  You may attend the Meeting and vote in person even if you
have previously returned your proxy.

                                       Sincerely yours,


                                       Thomas J. Edelman
                                       Chairman of the Board

    <PAGE>
   
                         PATINA OIL & GAS CORPORATION
                           1625 Broadway, Suite 2000
                            Denver, Colorado  80202
                                (303) 389-3600

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON OCTOBER __, 1997

To the Stockholders of
  Patina Oil & Gas Corporation:

     NOTICE IS HEREBY GIVEN that a Special Meeting of the stockholders (the
"Meeting") of Patina Oil & Gas Corporation, a Delaware corporation (the
"Company"), will be held at the Company's headquarters, 1625 Broadway,
Denver, Colorado, on _______, October __, 1997, at 9:00 a.m. Mountain time.

     The Meeting is called for the purpose of considering and voting upon a
series of related transactions providing for the recapitalization of the
Company (collectively, the "Transactions"), as follows:

     1.   To approve a Secondary Offering of 7,500,000 Patina Shares
          (8,625,000 Patina Shares if the underwriters' overallotment option
          is fully exercised, or such greater or lesser number as the
          underwriters, the Company and SOCO may agree to include in the
          Secondary Offering);

     2.   To approve the Patina Share Repurchase by the Company of all
          remaining 6,500,000 Patina Shares (5,375,000 Patina Shares if the
          underwriters' overallotment option is fully exercised, or such
          greater or lesser number if the underwriters, the Company and SOCO
          agree to include fewer or additional Patina Shares in the Secondary
          Offering) owned by SOCO that are not sold in the Secondary
          Offering, at a price per share equal to the net offering price
          received by SOCO in the Secondary Offering;

     3.   To approve the New Preferred Stock Issuance by the Company to a
          limited number of investors of between 1,600,000 and 2,520,000
          shares (as determined by the Company in its sole discretion) of the
          Company's 8.5% Convertible Preferred Stock;

     4.   To approve the Management Stock Issuances providing for the
          issuance and sale by the Company to certain members of the
          Company's management of $3 million of Common Stock at a price per
          share equal to the public offering price to be paid in the
          Secondary Offering, and the grant to such management investors of
          500,000 shares of restricted Common Stock; and

     5.   To transact such other business as may properly come before the
          Meeting or any adjournments or postponements thereof.

     Each of the proposals to be approved by the stockholders at the Meeting
are mutually conditioned upon the approval of the other related proposals. 

    <PAGE>
   
Therefore, a vote against any of the proposals will have the effect of a vote
against all of the proposals.  In addition, under certain circumstances
described in the accompanying Proxy Statement, the Company may elect either
not to consummate the New Preferred Stock Issuance as part of the
Transactions (in which case the Company anticipates that it will fund the
Patina Share Repurchase through available borrowings under the Company's
credit facility) or to revise the terms of the New Preferred Stock Issuance
prior to the consummation thereof.  In such circumstances, however, the
Company will not resubmit the proposals comprising the Transactions to its
stockholders for their approval.

     The Board of Directors has fixed the close of business on September 2,
1997 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting and any adjournment or postponement
thereof.  A list of such stockholders will be open to the examination of any
stockholder during ordinary business hours for a period of ten days prior to
the Meeting at the Company's corporate offices, 1625 Broadway, Suite 2000,
Denver, Colorado.  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.

     Whether or not you expect to attend, WE URGE YOU TO SIGN AND DATE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.

                                       By Order of the Board of Directors

                                       Keith M. Crouch
                                       Secretary

September __, 1997
Denver, Colorado

    <PAGE>
   
                               PRELIMINARY COPY
                         PATINA OIL & GAS CORPORATION

                                PROXY STATEMENT

     This Proxy Statement ("Proxy Statement") is being furnished to common
stockholders of Patina Oil & Gas Corporation, a Delaware corporation (the
"Company" or "Patina"), in connection with the solicitation of proxies by the
Company's Board of Directors for use at a Special Meeting of the stockholders
of the Company, which will be held at the Company's headquarters, 1625
Broadway, Denver, Colorado, on _____, October __, 1997, at 9:00 a.m. Mountain
time, and at any adjournments or postponements thereof (the "Meeting").

     This Proxy Statement relates to a series of related transactions
providing for the recapitalization of the Company (collectively, the
"Transactions").  As a result of the Transactions, the Company's majority
stockholder, Snyder Oil Corporation ("SOCO"), will sell all of the 14,000,000
shares of Common Stock owned by SOCO (representing approximately 74% of the
outstanding Common Stock (and approximately 79% of the aggregate voting
power)) (the "Patina Shares").  Following the consummation of the
Transactions, the Company will be established as an independent entity,
separate and apart from SOCO.

     The Transactions are comprised of:  (i) an underwritten public offering
of 7,500,000 Patina Shares (8,625,000 Patina Shares if the underwriters'
overallotment option is fully exercised, or such greater or lesser number as
the underwriters, the Company and SOCO may agree to include in the Secondary
Offering), the net proceeds of which will be paid to SOCO (the "Secondary
Offering"); (ii) the repurchase by the Company of all remaining Patina Shares
that are not sold in the Secondary Offering, pursuant to a Share Repurchase
Agreement, dated as of July 31, 1997, between the Company and SOCO, at a
price per share equal to the net offering price received by SOCO in the
Secondary Offering (the "Patina Share Repurchase"); (iii) the issuance by the
Company to a limited number of investors of between 1,600,000 and 2,520,000
shares (as determined by the Company in its sole discretion) of the Company's
8.5% Convertible Preferred Stock pursuant to a Stock Purchase Agreement,
dated as of July 31, 1997, among the Company and the new preferred stock
investors (the "New Preferred Stock Issuance"); and (iv) the issuance and
sale by the Company to eighteen members of the Company's management
(including Thomas J. Edelman, the Company's Chairman and Chief Executive
Officer) of $3 million of Common Stock at a price per share equal to the
public offering price to be paid in the Secondary Offering, together with the
grant to such management investors of 500,000 shares of restricted Common
Stock (the "Management Stock Issuances").  See "Description of the
Transactions."

     The rules of the New York Stock Exchange (the "NYSE") require that the
Transactions be approved by the Company's stockholders at the Meeting because
the New Preferred Stock Issuance and the Management Stock Issuances are part
of the Transactions.  The closing of the Transactions are therefore subject
to such approval and the satisfaction of various other conditions.  Each of
the proposals to be approved by the stockholders at the Meeting are mutually
conditioned upon the approval of the other related proposals.  Therefore, a
vote against any of the proposals will have the effect of a vote against all
of the proposals.  In addition, under certain circumstances described herein,

    <PAGE>
<PAGE>2
   
the Company may elect either not to consummate the New Preferred Stock
Issuance as part of the Transactions (in which case the Company anticipates
that it will fund the Patina Share Repurchase through available borrowings
under the Company's credit facility) or to revise the terms of the New
Preferred Stock Issuance prior to the consummation thereof.  In such
circumstances, however, the Company will not resubmit the proposals
comprising the Transactions to its stockholders for their approval.  See
"Description of the Definitive Agreements--Preferred Stock PurchaseAgreement--
Conditions to Closing."

     The New Preferred Stock Issuance and the Management Stock Issuances to
be effected as part of the Transactions require the approval at the Meeting
of the holders of a majority of the total votes cast at the meeting, assuming
the total votes cast represent over 50% of the number of outstanding shares
of the Company's Common Stock, par value $.01 per share (including the Series
A Common Stock held by SOCO and referred to below, the "Common Stock"),
entitled to vote at the Meeting.  Pursuant to the Patina Share Repurchase,
SOCO has agreed to vote its shares of Common Stock (including its 2,000,000
shares of Series A Common Stock (the "Series A Common Stock") that are
entitled to three votes per share at all meetings of the Company's
stockholders) in favor of the Transactions.  Therefore, as of the date
hereof, the requisite number of votes for the approval of the Transactions to
be considered at the Meeting is assured.

     This Proxy Statement and the accompanying form of proxy (the "Proxy")
are first being mailed to stockholders of the Company on or about
September __, 1997.
                                _______________
     See "Risk Factors" beginning on page 15 for a discussion of certain
factors which should be considered by the Company's stockholders before
voting on the Transactions.
                                _______________

            The date of this Proxy Statement is September __, 1997
    
<PAGE>
<PAGE>3
   
                               TABLE OF CONTENTS

                                                                          Page


AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .    5

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . .    5

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
     General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
     Parties to the Transactions  . . . . . . . . . . . . . . . . . . . .    8
     The Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     Description of the Transactions  . . . . . . . . . . . . . . . . . .   12
     Additional Related Events  . . . . . . . . . . . . . . . . . . . . .   15
     Approval of the Transactions;    . . . . . . . . . . . . . . . . . .   16
     Sources and Uses of Funds for the Transactions   . . . . . . . . . .   17
     Interests of Certain Persons in the Transactions   . . . . . . . . .   18
     Price Range of Common Stock and Dividend Policy  . . . . . . . . . .   19

RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
     Transaction Risks  . . . . . . . . . . . . . . . . . . . . . . . . .   21
     Company Risks  . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
     Forward Looking Information  . . . . . . . . . . . . . . . . . . . .   26

THE MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
     Date, Time and Place   . . . . . . . . . . . . . . . . . . . . . . .   27
     Record Date, Voting and Quorum   . . . . . . . . . . . . . . . . . .   27
     Matters To Be Considered at the Meeting; Required Vote;
          Appraisal Rights  . . . . . . . . . . . . . . . . . . . . . . .   27
     Voting of Proxies  . . . . . . . . . . . . . . . . . . . . . . . . .   28
     Adjournments; Revocability of Proxies  . . . . . . . . . . . . . . .   29
     Solicitation of Proxies  . . . . . . . . . . . . . . . . . . . . . .   29

DESCRIPTION OF THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . .   29
     Background of the Transactions   . . . . . . . . . . . . . . . . . .   29
     Reasons for the Transactions   . . . . . . . . . . . . . . . . . . .   34
     Approval of the Transactions   . . . . . . . . . . . . . . . . . . .   37
     Opinion of Financial Advisor to the Independent Committee  . . . . .   38
     Interests of Certain Persons in the Transactions   . . . . . . . . .   45
     Secondary Offering   . . . . . . . . . . . . . . . . . . . . . . . .   46
     Patina Share Repurchase  . . . . . . . . . . . . . . . . . . . . . .   47
     New Preferred Stock Issuance   . . . . . . . . . . . . . . . . . . .   48
     Management Stock Issuances   . . . . . . . . . . . . . . . . . . . .   48
     Tax Consequences of Transactions; Accounting Treatment   . . . . . .   49
     Sources and Uses of Funds for the Transactions   . . . . . . . . . .   49

DESCRIPTION OF THE DEFINITIVE AGREEMENTS  . . . . . . . . . . . . . . . .   51
     Share Repurchase Agreement   . . . . . . . . . . . . . . . . . . . .   51
     Preferred Stock Purchase Agreement   . . . . . . . . . . . . . . . .   53
     Management Stock Purchase Agreement and Restricted Stock Awards  . .   59
     SOCO Option Agreements   . . . . . . . . . . . . . . . . . . . . . .   60

    <PAGE>
<PAGE>4
   
PARTIES TO THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . .   62
     The Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
     Snyder Oil Corporation   . . . . . . . . . . . . . . . . . . . . . .   64
     New Preferred Stock Investors  . . . . . . . . . . . . . . . . . . .   64

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA . . . . . .   65

MANAGEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   68
     Directors and Executive Officers   . . . . . . . . . . . . . . . . .   68
     Change in Control Plan   . . . . . . . . . . . . . . . . . . . . . .   72
     Edelman Employment Agreement and Related Matters   . . . . . . . . .   72
     Stock Option Plan  . . . . . . . . . . . . . . . . . . . . . . . . .   73

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  . . . . .   74

DESCRIPTION OF CERTAIN INDEBTEDNESS . . . . . . . . . . . . . . . . . . .   75
     Credit Agreement   . . . . . . . . . . . . . . . . . . . . . . . . .   76
     Senior Subordinated Notes  . . . . . . . . . . . . . . . . . . . . .   76

STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING . . . . . . . . . . . . .   77

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   77

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY . . . . . . . . . . . . . . . . . .    F-1

ANNEX A   Share Repurchase Agreement
ANNEX B   Preferred Stock Purchase Agreement
ANNEX C   Management Stock Purchase Agreement
ANNEX D   Form of Restricted Stock Award Agreement
ANNEX E   Form of SOCO Option Agreements
ANNEX F   A.G. Edwards & Sons, Inc. Opinion

    <PAGE>
<PAGE>5
                             AVAILABLE INFORMATION

     The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549 and at
its Regional Offices at Seven World Trade Center, Suite 1300, New York,
New York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60611. Copies of such materials also may be obtained by
mail at prescribed rates from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition,
the Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov. The Company's
Common Stock is listed on the NYSE, and similar information concerning the
Company may also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:

   
     (a)  Annual Report on Form 10-K for the year ended December 31, 1996
    
          (file no. 1-4344); and

     (b)  Quarterly Reports on Form 10-Q for the quarterly periods ended
          March 31, 1997 and June 30, 1997.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Proxy Statement and prior
to the Meeting shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document all or a portion of which is incorporated herein
shall be deemed to be modified or superseded for purposes of this Proxy
Statement to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Proxy Statement.  The Company will furnish without charge to each
person, including any beneficial owner of such person, to whom a copy of this
Proxy Statement has been delivered, upon the written or oral request of such
person, a copy of any of the foregoing documents incorporated by reference
herein, except for the exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the information that this Proxy
Statement incorporates). Requests for such copies should be directed to
Patina Oil & Gas Corporation, Attention: Investor Relations, 1625 Broadway,
Suite 2000, Denver, Colorado 80202 (telephone: (303) 389-3600).
<PAGE>
<PAGE>6
     No person is authorized to give any information or to make any
representations not contained in this Proxy Statement and, if given or made,
such information or representations should not be relied upon as having been
authorized by the Company.  This Proxy Statement does not constitute the
solicitation of a Proxy from any person in any jurisdiction where such a
solicitation would be unlawful.  The delivery of this Proxy Statement shall
not under any circumstances, imply or create any implication that there has
been no change in the affairs of the Company or in the information set forth
or incorporated by reference herein subsequent to the date hereof.
<PAGE>
<PAGE>7
   
                                    SUMMARY

     The following is a summary of certain information contained elsewhere in
this Proxy Statement and the Annexes hereto.  This summary does not contain a
complete statement of all material information relating to the Transactions
and is subject to, and qualified in its entirety by, the more detailed
information contained or incorporated by reference in this Proxy Statement. 
Stockholders of the Company should read carefully this Proxy Statement and
the Annexes hereto.  Certain capitalized terms used in this Summary are
defined elsewhere in this Proxy Statement.

General

     This Proxy Statement is being furnished to the Company's common
stockholders in connection with the series of related Transactions that
provide for the recapitalization of the Company.  As a result of the
Transactions, SOCO, the Company's majority stockholder, will sell all of the
14,000,000 shares of Common Stock owned by SOCO (representing approximately
74% of the outstanding Common Stock (and approximately 79% of the aggregate
voting power)).  Following the consummation of the Transactions, the Company
will be established as an independent entity, separate and apart from SOCO.

     The Transactions are comprised of:  (i) the Secondary Offering of
7,500,000 Patina Shares (8,625,000 Patina Shares if the underwriters'
overallotment option is fully exercised, or such greater or lesser number as
the underwriters, the Company and SOCO may agree to include in the Secondary
Offering), the net proceeds of which will be paid to SOCO; (ii) the Patina
Share Repurchase by the Company of all remaining Patina Shares that are not
sold in the Secondary Offering, pursuant to a Share Repurchase Agreement,
dated as of July 31, 1997, between the Company and SOCO (the "Share
Repurchase Agreement"), at a price per share equal to the net offering price
(the "Net Offering Price") received by SOCO in the Secondary Offering;
(iii) the New Preferred Stock Issuance by the Company to a limited number of
investors (the "New Preferred Stock Investors") of between 1,600,000 and
2,520,000 shares (as determined by the Company in its sole discretion) of the
Company's 8.5% Convertible Preferred Stock (the "New Preferred Stock")
pursuant to a Stock Purchase Agreement, dated as of July 31, 1997, among the
Company and the new preferred stock investors (the "Preferred Stock Purchase
Agreement"); and (iv) the Management Stock Issuances by the Company to
eighteen members of the Company's management (including Thomas J. Edelman,
the Company's Chairman and Chief Executive Officer) (the "Management
Investors") of $3 million of Common Stock, at a price per share equal to the
public offering price to be paid in the Secondary Offering (the "Public
Offering Price"), together with the grant to such Management Investors of
500,000 shares of restricted Common Stock.  See "Description of the
Transactions."

     The rules of the NYSE require that the Transactions be approved by the
Company's stockholders at the Meeting because the New Preferred Stock
Issuance and the Management Stock Issuances are part of the Transactions. 
The closing of the Transactions are therefore subject to such approval and
the satisfaction of various other conditions.  Under certain circumstances

    <PAGE>
<PAGE>8
   
described herein, the Company may elect either not to consummate the New
Preferred Stock Issuance as part of the Transactions (in which case the
Company anticipates that it will fund the Patina Share Repurchase through
available borrowings under the Company's credit facility) or to revise the
terms of the New Preferred Stock Issuance prior to the consummation thereof. 
In such circumstances, however, the Company will not resubmit the proposals
comprising the Transactions to its stockholders for their approval.  See
"Description of the Definitive Agreements--Preferred Stock Purchase
Agreement--Conditions to Closing."

     The Company's stockholders should be aware that the consummation of the
Transactions may increase the risk associated with the Company's Common
Stock.  In particular, the Company will face a number of additional risks as
a result of the Transactions, including an increased level of leverage and an
increased total debt-to-total-capitalization ratio, the addition and
influence of the holders of New Preferred Stock who will have (assuming that
2,520,000 shares of New Preferred Stock are issued and are convertible at
$8.80 per share and that no currently outstanding warrants or options have
been exercised) up to approximately 35% of the votes entitled to be cast on
most matters submitted to stockholders for a vote, the continued reliance on
SOCO for certain transition services and the existence of a substantial
number of additional unregistered shares of Common Stock that will in the
future be eligible for sale.  In addition, the Company will continue to face
a number of Company-related risks with respect to, among other things, its
acquisition strategy and its business operations.  See "Risk Factors"
beginning on page 14 for a more comprehensive discussion of certain factors
which should be considered by the Company's stockholders before voting on the
Transactions.

    

Parties to the Transactions

     The Company.  Patina Oil & Gas Corporation is an independent energy
company engaged in the acquisition, development, exploitation and production
of oil and natural gas in the Wattenberg field ("Wattenberg") of Colorado's
Denver-Julesburg Basin (the "D-J Basin"). The Company was formed in early
1996 to hold the Wattenberg assets of SOCO and to facilitate the acquisition
of Gerrity Oil & Gas Corporation (the "Gerrity Acquisition"). Thomas J.
Edelman structured and negotiated the Gerrity Acquisition and has served as
the Company's chief executive from its inception. Since the Gerrity
Acquisition in May 1996, the Company has focused its efforts on consolidating
its properties, developing a focused and efficient organization, reducing
costs and improving operations. The Company's Common Stock is traded on the
NYSE under the symbol "POG."

     Following the consummation of the Transactions, the Company plans to
continue to increase its reserves, production and cash flow in a cost-
efficient manner, primarily through: (i) selectively pursuing consolidation
and acquisition opportunities in existing and future core areas; (ii)
efficiently controlling operating and overhead expenses; (iii) operating its
properties in order to enhance production through well workovers, development
activity and operational improvements; (iv) utilizing improved exploitation
and development techniques to maximize the value of its properties; and (v)
<PAGE>
<PAGE>9
developing a strong financial position that affords the Company the financial
flexibility to execute its business strategy.  See "The Parties to the
Transactions--The Company--Business Strategy."

     SOCO.  Snyder Oil Corporation has been the Company's major stockholder
since the Company's formation and currently owns approximately 74% of the
outstanding Common Stock (and approximately 79% of the aggregate voting
power). For strategic reasons, SOCO has decided to liquidate its stake in the
Company and redeploy the proceeds in its core business.  Pursuant to the
Transactions described in this Proxy Statement, SOCO's ownership in the
Company will be eliminated and the Company will be positioned to pursue an
independent growth strategy.  In connection with the Gerrity Acquisition,
SOCO received certain registration rights with respect to the Patina Shares
entitling it to cause the Company to register such shares following SOCO's
demand therefor.  In addition, SOCO has previously agreed, as part of the
Gerrity Acquisition, that SOCO would not effect a "control sale" (defined as
the sale, in a single transaction or a series of related transactions, of a
majority of the Company's outstanding Common Stock to an unaffiliated person
or "group" of persons (as such term is defined under Section 13(d) of the
Exchange Act)), unless all holders of the Company's Common Stock were given
an opportunity to participate in such control sale.  Each of SOCO, the
Company and their respective boards have confirmed that the Transactions do
not qualify as a control sale and therefore the foregoing provision is
inapplicable to the consummation of the Transactions.

   
     New Preferred Stock Investors.  Pursuant to the Preferred Stock Purchase
Agreement, the New Preferred Stock Investors (none of whom is an affiliate of
the Company) have agreed to pay, subject to the terms and conditions
contained therein, an aggregate purchase price of between $40.0 million and
$63.0 million for the shares of New Preferred Stock to be purchased
thereunder.  The New Preferred Stock Investors are comprised of nine
investors, including First Reserve Fund VII, Limited Partnership, Chase
Venture Capital Associates L.P. and Highbridge International LDC.  The New
Preferred Stock Investors will have (assuming that 2,520,000 shares of New
Preferred Stock are issued and are convertible at $8.80 per share and that no
currently outstanding warrants or options have been exercised) up to
approximately 35% (which percentage would increase to approximately 40% by
the end of the two-year pay-in-kind dividend period) of the votes entitled to
be cast on most matters submitted to stockholders for a vote. In addition,
the two holders of the New Preferred Stock holding the most shares of New
Preferred Stock will each be entitled to designate one member of the
Company's Board of Directors.  However, as described under "Description of
the Definitive Agreements--Preferred Stock Purchase Agreement--
Confidentiality and Standstill Restrictions", the New Preferred Stock
Investors have agreed, for a five-year period (or, under certain
circumstance, a shorter period), to certain confidentiality and standstill
restrictions with respect to the Company's voting securities.

     
<PAGE>
<PAGE>10
   
The Meeting

     Time, Place and Date.  The Meeting of the Company's stockholders will be
held at the Company's headquarters, 1625 Broadway, Denver, Colorado, on
_____, October __, 1997, at 9:00 a.m. Mountain time.

     Record Date, Voting and Quorum.  The record date for the Meeting is
September 2, 1997 (the "Record Date").  As of the close of business on the
Record Date, there were outstanding 18,820,248 shares of Common Stock, of
which 14,000,000 were shares owned by SOCO (including 2,000,000 shares of
Series A Common Stock).  Only stockholders of record at the Record Date are
entitled to notice of and to vote at the Meeting.  For all matters to come
before the Meeting, each share of Common Stock (other than Series A Common
Stock) is entitled to one vote per share, and each share of Series A Common
Stock is entitled to three votes per share.

     The presence in person or by proxy at the Meeting of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute
a quorum for the transaction of business at the Meeting.  Pursuant to the
Patina Share Repurchase, SOCO has agreed to cause its shares of Common Stock
to be present at, and to be voted in favor of the Transactions at, the
Meeting.  Therefore, as of the date hereof, the presence of the requisite
number of shares to constitute a quorum at the Meeting is assured.

     Matters to be Considered at the Meeting; Required Vote; Appraisal
Rights.  At the Meeting, the stockholders of Company will be asked to
consider and vote upon four mutually conditioned proposals to approve the
Transactions, as follows: (i) a proposal to approve the Secondary Offering of
7,500,000 Patina Shares (8,625,000 Patina Shares if the underwriters'
overallotment option is fully exercised, or such greater or lesser number as
the underwriters, the Company and SOCO may agree to include in the Secondary
Offering); (ii) a proposal to approve the Patina Share Repurchase by the
Company of all remaining Patina Shares that are not sold in the Secondary
Offering; (iii) a proposal to approve the New Preferred Stock Issuance by the
Company to a limited number of investors of between 1,600,000 and 2,520,000
shares (as determined by the Company in its sole discretion) of the Company's
New Preferred Stock; and (iv) a proposal to approve the Management Stock
Issuances providing for the issuance and sale by the Company to the
Management Investors of $3 million of Common Stock at the Public Offering
Price and the grant by the Company to such Management Investors of 500,000
shares of restricted Common Stock.  Each of the proposals to be approved by
the stockholders at the Meeting are mutually conditioned upon the approval of
the other related proposals.  Therefore, a vote against any of the proposals
will have the effect of a vote against all of the proposals.  In addition,
the stockholders of the Company will be asked to consider and vote upon such
other business as may properly come before the Meeting.

    

     Approval of the New Preferred Stock Issuance and the Management Stock
Issuances to be effected as part of the Transactions require the approval of
the holders of a majority of the total votes cast at the Meeting, provided
that the total votes cast represent over 50% of the number of outstanding
shares of capital stock of the Company entitled to vote at the Meeting. 
<PAGE>
<PAGE>11
Pursuant to the Patina Share Repurchase, SOCO has agreed to vote its shares
of Common Stock in favor of the Transactions.  Therefore, as of the date
hereof, the requisite number of votes for the approval of the Transactions to
be considered at the Meeting is assured.  In addition, as of the Record Date,
the directors and executive officers of the Company and their affiliates
(excluding SOCO and John C. Snyder, Chairman and Chief Executive Officer of
SOCO) owned as a group less than 1.0% of the outstanding shares of Common
Stock.  Such directors and executive officers of the Company have indicated
that they and their affiliates presently intend to vote all such shares in
favor of the Transactions.  See "Security Ownership of Certain Beneficial
Owners and Management."

     The Company's stockholders are not entitled to any appraisal rights
under Delaware General Corporation Law as a result of the Transactions.

     Voting of Proxies.  All shares of Common Stock represented by properly
executed Proxies received in time for the Meeting will be voted in the manner
specified in the Proxy. Proxies that do not contain any instruction to vote
for or against or to abstain from voting on a particular matter will be voted
in favor of such matter. It is not expected that any matter other than those
referred to herein will be brought before the stockholders at the Meeting. 
However, if other matters are properly presented, the persons named as
proxies will vote in accordance with their best judgment with respect to such
matters, unless authority to do so is withheld in the Proxy.

     Adjournments; Revocability of Proxies.  If the Meeting is adjourned for
any reason, the approval of the Transactions will be considered and voted
upon by stockholders at the subsequent reconvened meeting, if any.

     A stockholder may revoke a Proxy prior to the time the shares
represented by such Proxy are voted at the Meeting by: (i) delivering to the
Secretary of the Company a written notice of revocation of a Proxy or a duly
executed Proxy relating to the same shares and matters to be considered at
the Meeting bearing a date later than the Proxy previously executed; (ii)
attending and voting in person at the Meeting; or (iii) giving notice of
revocation of a Proxy at the Meeting.  Attendance at the Meeting will not in
and of itself constitute revocation of a Proxy.

     Solicitation of Proxies.  The Company will bear the cost of the
solicitation of Proxies.  In addition to solicitation by mail, the directors,
officers and employees of the Company and its subsidiaries may solicit
Proxies from stockholders of the Company by telephone, telecopy or in person. 
Such directors, officers and employees will not be additionally compensated
for any such solicitation but may be reimbursed for out-of-pocket expenses in
connection therewith.  Arrangements will be made to furnish copies of proxy
materials to fiduciaries, custodians and brokerage houses for forwarding to
beneficial owners of the Company's Common Stock.  Such persons will be paid
reasonable out-of-pocket expenses.  
<PAGE>
<PAGE>12
Description of the Transactions

     The Transactions are comprised of the Secondary Offering, the Patina
Share Repurchase, the New Preferred Stock Issuance and the Management Stock
Issuances, each of which are summarized below and further described herein. 
See "Description of the Transactions" and "Description of the Definitive
Agreements--Share Repurchase Agreement", "--Preferred Stock Purchase
Agreement" and "--Management Stock Purchase Agreement and Restricted Stock
Awards."  In addition, although the Company's management believes the
summaries set forth below reflect the anticipated final terms and provisions
for the respective agreements (based on the circumstances existing as of the
date of this Proxy Statement), the final share amounts to be issued and/or
repurchased by the Company and other provisions contained in such agreements
may differ from the amounts or provisions described below.

   
     Secondary Offering.  The Company has filed a Registration Statement on
Form S-3 with the Commission, which has not yet become effective, pursuant to
which the Company will register for sale 7,500,000 Patina Shares in the
Secondary Offering (8,625,000 Patina Shares if the underwriters'
overallotment option is fully exercised, or such greater or lesser number as
the underwriters, the Company and SOCO may agree to include in the Secondary
Offering).  The net proceeds from the Secondary Offering will be paid fully
to SOCO.  Accordingly, the Company will not receive any proceeds from the
Secondary Offering.  The Secondary Offering will be underwritten by a
syndicate consisting of Smith Barney Inc., Morgan Stanley Dean Witter, A.G.
Edwards & Sons, Inc., Jefferies & Company, Inc. and PaineWebber Incorporated
(the "Underwriters"), pursuant to an underwriting agreement to be entered
into among the Company, SOCO and the Underwriters.  The Patina Shares to be
sold in the Secondary Offering may not be sold nor may offers to buy such
shares be accepted prior to the time the Registration Statement becomes
effective.  The Company expects that the Registration Statement will become
effective contemporaneously with or prior to the initial sale of New
Preferred Stock.  For additional information concerning the terms of the
underwriting of the Secondary Offering, see "Description of the
Transactions--Secondary Offering."

     The consummation of the Secondary Offering will be conditioned upon the
consummation of the New Preferred Stock Issuance (except in certain limited
circumstances described herein under "Description of the Definitive
Agreements--Preferred Stock Purchase Agreement--Conditions to Closing") and
the Patina Share Repurchase.  In addition, SOCO's obligation to consummate
the Secondary Offering is contingent upon, among other things, the Net
Offering Price for the Patina Shares being sold therein not being less than
$7.0875 per share (or, based on a 5.5% gross commission for the Underwriters,
a Public Offering Price of $7.50 per share).

     Patina Share Repurchase.  Pursuant to the Share Repurchase Agreement,
dated as of July 31, 1997, the Company has agreed with SOCO to purchase the
balance of the Patina Shares (6,500,000 shares, assuming no exercise of the
Underwriters' overallotment option and the sale of 7,500,000 shares in the
Secondary Offering; 5,375,000 shares, assuming exercise of such option in
full; or such greater or lesser number of shares, if the Underwriters, the

    <PAGE>
<PAGE>13
   
Company and SOCO agree to include fewer or additional Patina Shares in the
Secondary Offering), at a price per share equal to the Net Offering Price.
The Company will repurchase such Patina Shares concurrently with the initial
sale of the New Preferred Stock and the sale of Patina Shares in the
Secondary Offering and the concurrent repurchase of such Patina Shares will
be a condition to the sale of Patina Shares in the Secondary Offering.
    

     Pursuant to the Share Repurchase Agreement, SOCO has agreed that, for a
period of 30 days following the date a preliminary prospectus relating to the
Secondary Offering is broadly distributed, it will not take any action with
respect to the acquisition or disposition of assets or securities of the
Company by any third party.

     The Company will use the proceeds from the sale of the New Preferred
Stock and the shares of Common Stock sold pursuant to the Management Stock
Issuances, together with bank borrowings, if necessary, to pay for the Patina
Shares being repurchased from SOCO.

     New Preferred Stock Issuances.  Pursuant to the Preferred Stock Purchase
Agreement, dated as of July 31, 1997, the Company has agreed to sell an
aggregate of between 1,600,000 and 2,520,000 shares of New Preferred Stock to
the New Preferred Stock Investors at a purchase price of $25.00 per share,
for an aggregate purchase price of between $40.0 million and $63.0 million,
respectively. The exact number of shares of New Preferred Stock to be sold to
the New Preferred Stock Investors will be determined by the Company in its
discretion at or shortly before the time of sale. To the extent that the
Company elects to sell more than 1,600,000 (but less than 2,520,000) shares
of New Preferred Stock concurrently with the sale of Patina Shares in the
Secondary Offering, it shall retain the right to sell, in a subsequent sale,
up to the balance of such shares to the New Preferred Stock Investors at any
time prior to December 31, 1997 for a purchase price of $25.00 per share
(subject to the satisfaction of certain conditions).  For a description of
the material terms of the New Preferred Stock, including dividend rights and
redemption, conversion and voting provisions, see "Description of the
Definitive Agreements--Preferred Stock Purchase Agreement."

   
     The obligations of the Company and the New Preferred Stock Investors to
consummate the New Preferred Stock Issuance are subject to certain
conditions, including receipt of approval by the Company's stockholders at
the Meeting.  Under the Preferred Stock Purchase Agreement, if the
Independent Committee's financial advisor, A.G. Edwards & Sons, Inc. ("A.G.
Edwards"), does not, at the time of the closing of the initial sale of New
Preferred Stock, confirm its advice that, taking into account the terms and
conditions of the New Preferred Stock, the consideration to be paid to the
Company for the New Preferred Stock is comparable to other privately placed
convertible preferred equity securities and as a result is fair, from a
financial point of view, to the Company's stockholders (other than SOCO) (the
"Non-Affiliated Stockholders"), then the Company shall have the right to
decline to sell any shares of New Preferred Stock in connection with the
consummation of the Transactions.  In such event, the Company may be
obligated to issue an aggregate of 230,000 shares of Common Stock to the New
Preferred Stock Investors as a termination fee.  In such circumstances, the

    <PAGE>
<PAGE>14
   
Company may elect either not to consummate the New Preferred Stock Issuance
as part of the Transactions (in which case the Company anticipates that it
will fund the Patina Share Repurchase through available borrowings under the
Company's credit facility) or to revise the terms of the New Preferred Stock
Issuance prior to the consummation thereof.  In such circumstances, however,
the Company will not resubmit the proposals comprising the Transactions to
its stockholders for their approval.  See "Description of the Definitive
Agreements--Preferred Stock Purchase Agreement--Conditions to Closing" and
"--Termination; Termination Fees."

    

     As a part of the New Preferred Stock Investors' prior commitment to
purchase the New Preferred Stock, the Company will issue to them, on a pro
rata basis, at the time of the initial sale of the shares of New Preferred
Stock, an aggregate of 100,000 shares of Common Stock. The New Preferred
Stock Investors will be entitled to receive the full amount of these shares
of Common Stock, regardless of how many shares of the New Preferred Stock are
actually issued, if any shares of New Preferred Stock are issued.

   
     Management Stock Issuances.  Pursuant to a Management Stock Purchase
Agreement (the "Management Stock Purchase Agreement") entered into by the
Management Investors, the Company will sell shares of Common Stock having an
aggregate purchase price of $3.0 million, at a price per share equal to the
Public Offering Price, with Mr. Edelman committing to purchase an aggregate
of $2.0 million of shares of Common Stock (or, assuming a Public Offering
Price of $8.50 per share, 235,294 shares) and the other Management Investors
committing to purchase an aggregate of $1.0 million of shares of Common Stock
(or, assuming a Public Offering Price of $8.50 per share, 117,647 shares). 
The Company will lend each Management Investor (other than Mr. Edelman) up to
85% of such purchase price pursuant to five-year 8.5% loan arrangements. The
Company anticipates that such shares of Common Stock will be sold to the
Management Investors concurrently with the Patina Shares being sold in the
Secondary Offering and the issuance of such shares of Common Stock will be
conditioned upon the concurrent sale of the Patina Shares in the Secondary
Offering.

    

     In addition, as part of the Management Stock Issuances, the Company
intends to award to the Management Investors an aggregate of 500,000 shares
of restricted Common Stock, with Mr. Edelman receiving 350,000 shares and the
other remaining Management Investors receiving, in the aggregate, 150,000
shares.  The Management Investors' ownership of such shares of restricted
Common Stock will vest over a five-year period at the rate of 20% per year. 
The restricted shares of Common Stock that will be awarded to Management
Investors may not be sold until ownership in such shares has vested.

     Each of the Management Investors will agree not to sell, transfer or
otherwise dispose of any shares of Common Stock for a period of 180 days
following their purchase of shares of Common Stock pursuant to the Management
Stock Purchase Agreement.  Thereafter the Management Investors will be free
to sell the shares of Common Stock that they have purchased, subject to
compliance with the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and any other applicable laws. The Company will agree
to register with the Commission for sale to the public the shares of Common
<PAGE>
<PAGE>15
Stock purchased by, or awarded to, the Management Investors under certain
limited circumstances.  See "Description of the Definitive Agreements--
Management Stock Purchase Agreement and Restricted Stock Awards."

     As described under the "Description of the Transactions--Background of
the Transactions", the proposal for, and the negotiation of the terms of, the
Management Stock Issuance arose during the negotiations on the terms of the
Secondary Offering and the New Preferred Stock Issuance.  During such
negotiations, the Underwriters and the New Preferred Stock Investors required
that Mr. Edelman make at least a three-year commitment to the Company.  In
response to the Underwriters' and the New Preferred Stock Investors'
requirement, the Company and Mr. Edelman structured an enhanced equity
arrangement for Mr. Edelman and the other Management Investors to induce them
to invest in the Company and to enhance their interest in the Company's
future success that included, among other things, the Management Stock
Issuances as described above.

Additional Related Events

     In addition to the Transactions described above, the following
additional related events have occurred or are anticipated to occur at or
about the time of the closing of the Secondary Offering:

     Employment Arrangements with Mr. Edelman.  The Company and Mr. Edelman,
the Chief Executive Officer of the Company, have entered into a three-year
employment agreement which will become effective concurrently with the
closing of the Secondary Offering and the Management Stock Issuances.  For a
description of the terms of this agreement, see "Management--Edelman
Employment Agreement and Related Matters."

     Certain Changes in the Company's Board of Directors.  As a condition of
the consummation of the New Preferred Stock Issuance, the members of the
Company's Board of Directors affiliated with SOCO, Mr. John C. Snyder and Mr.
William J. Johnson, will resign from the Board and will be replaced by
persons designated by First Reserve Fund VII, Limited Partnership and Chase
Venture Capital Associates, L.P., the two largest holders of shares of the
New Preferred Stock. First Reserve Fund VII, Limited Partnership has
designated Mr. William E. Macaulay and Chase Venture Capital Associates, L.P.
has designated Mr. Arnold L. Chavkin. See "Management---Directors and
Executive Officers."

     Termination of Certain Arrangements with SOCO; Transition Agreement.  At
the time Patina Shares are sold in the Secondary Offering, the Company will
terminate certain arrangements it has with SOCO relating to the treatment of
certain business opportunities and the provision of certain corporate
services to the Company by SOCO. In lieu thereof, the Company and SOCO will
enter into an agreement (the "Transition Agreement") with SOCO whereby SOCO
will agree to provide the Company with certain computer and administrative
services for a period of up to one year.

     Grant of Options by SOCO.  In connection with their commitment to
purchase the New Preferred Stock, SOCO has granted the New Preferred Stock
<PAGE>
<PAGE>16
Investors, options to acquire an aggregate of 2,000,000 shares of the
Company's Common Stock owned by SOCO at a price of $8.00 per share (the
"Investors' Options"). SOCO has also granted Mr. Edelman options to acquire
2,000,000 shares of the Company's Common Stock owned by SOCO at a price of
$8.00 per share (the "Edelman Options" and, together with the "Investors'
Options, the "SOCO Options"). In general, the SOCO Options will only be
exercisable in certain circumstances following the termination of the
Secondary Offering and the Share Repurchase Agreement.  In such events, the
New Preferred Stock Investors, as holders of the Investors' Options, will be
entitled to receive an aggregate minimum payment in respect of such options
of $2 million (or a minimum payment per option share of $1.00), and Mr.
Edelman, as holder of the Edelman Option, will be entitled to receive an
aggregate minimum payment of $1,000,000 (or a minimum payment per option
share of $0.50).  In addition, if the holders of SOCO Options are entitled to
receive a payment in excess of $1.25 per option share, the holder of the SOCO
Option will pay an amount equal to one-half of such excess to SOCO.  For
additional details in respect of the SOCO Options, see "Description of the
Definitive Agreements--SOCO Option Agreements."

Approval of the Transactions; Opinion of Financial Advisor

     Approval of the Transactions.  The Board of Directors of the Company has
established a committee of independent directors not affiliated with either
the Company or SOCO (the "Independent Committee") and such committee has
recommended to the Board of Directors that the Board approve the Transactions
as being fair, from a financial point of view, to the Company and its
stockholders. In reaching its conclusion as to the fairness of the
Transactions, the Independent Committee considered the oral advice, confirmed
later in writing, of A.G. Edwards, which is subject to certain assumptions
and conditions, concerning the fairness from a financial point of view, as of
July 30, 1997, to the Non-Affiliated Stockholders of the Patina Share
Repurchase and the consideration to be paid to the Company for the New
Preferred Stock.  Assuming that relevant conditions and circumstances do not
change materially, A.G. Edwards' advice will be confirmed in a final opinion
to be delivered to the Independent Committee as of the date of the
consummation of the initial sale of New Preferred Stock and is conditioned
upon the occurrence of all the Transactions and the expiration, unexercised,
of the SOCO Options.

     The Company's Board of Directors, after careful consideration, has
unanimously determined that the Transactions are fair to and in the best
interests of the Company and its stockholders.  Accordingly, the Board of
Directors has approved the Transactions and recommends that stockholders vote
FOR approval and adoption of the Transactions.  In reaching its
determination, the Board of Directors considered, among other things, the
recommendation of the Independent Committee that the Board approve the
Transactions and the consideration by the Independent Committee of A.G.
Edwards' fairness opinion.

   
     Opinion of Financial Advisor.  At the meeting of the Independent
Committee on July 30, 1997, A.G. Edwards, in its capacity as financial
advisor to the Independent Committee, orally advised the Independent

    <PAGE>
<PAGE>17
   
Committee that, as of such date and based on and subject to the matters
stated therein, the Patina Share Repurchase was fair, from a financial point
of view, to the Non-Affiliated Stockholders and that taking into account the
terms and conditions of the New Preferred Stock, the consideration to be paid
to the Company for the New Preferred Stock is comparable to other privately
placed convertible preferred equity securities and, as a result was fair,
from a financial point of view, to the Non-Affiliated Stockholders. 
Subsequent to such meeting, A.G. Edwards delivered its written opinion, dated
as of July 30, 1997, confirming the advice A.G. Edwards gave to the
Independent Committee at the July 30 meeting.  A.G. Edwards' fairness opinion
does not, and will not, address the fairness of all of the components of the
Transactions; in particular, the Management Stock Issuances and the Secondary
Offering are not, and will not be, addressed in such opinion.  As noted
above, A.G. Edwards is one of the Underwriters of the Secondary Offering and,
in such capacity, will receive an underwriting commission in connection with
the sale of Patina Shares thereunder.  For information on the assumptions
made, matters considered and limits of the review undertaken by A.G. Edwards,
see "Description of the Transactions--Opinion of Financial Advisor to the
Independent Committee."  Stockholders are urged to read in its entirety the
opinion of A.G. Edwards attached as Annex F to this Proxy Statement.

    

Sources and Uses of Funds for the Transactions

   
     The following table sets forth the anticipated sources and uses of funds
applicable to the Company in connection with the consummation of the
Transactions (assuming a range of Public Offering Prices from $7.50 per share
to $8.50 per share and assuming a gross underwriting commission of 5.5%). 
Although the Company's management believes the anticipated amounts set forth
below are reasonable estimates based on the circumstances existing as of the
date of this Proxy Statement, actual sources and uses may differ from those
set forth below.

    <PAGE>
<PAGE>18
   
<TABLE>
<CAPTION>
                                               Assumed Public Offering Price<F1>
                                       -----------------------------------------------
                                           $7.500           $8.000           $8.500
                                       --------------  --------------   --------------
                                                         (in millions)
<S>                                   <C>              <C>             <C>

Sources of Funds:
Sale of New Preferred Stock<F2> . .         $40.0            $40.0           $40.0
Sale of Common Stock to the
  Management Investors<F3>  . . . .           3.0              3.0             3.0
Bank borrowings<F4> . . . . . . . .           4.9              7.9            11.0
                                            -----            -----           -----
     Total  . . . . . . . . . . . .         $47.9            $50.9           $54.0
                                            =====            =====           =====

Uses of Funds:
Repurchase the balance of Patina
   Shares held by SOCO in the
   Patina Share Repurchase  . . . .         $46.1            $49.1           $52.2
Expenses payable by the Company . .           0.9              0.9             0.9
Loans to the Management
   Investors<F3>  . . . . . . . . .           0.9              0.9             0.9
                                            -----            -----           -----
     Total  . . . . . . . . . . . .         $47.9            $50.9           $54.0
                                            =====            =====           =====
____________________
<FN>
<F1>   Based on assumed Public Offering Prices of $7.500, $8.000 and $8.500
       per share, the assumed Net Offering Prices would be $7.088, $7.560 and
       $8.033 per share, respectively.
<F2>   Assumes 1,600,000 shares of New Preferred Stock are sold to the New
       Preferred Stock Investors at a price per share of $25.00.
<F3>   The Management Investors will purchase $3.0 million of Common Stock at
       the Public Offering Price, of which up to $850,000 will be funded with
       loans from the Company. See "Description of the Transactions--
       Management Stock Issuances."
<F4>   Assumes 7,500,000 Patina Shares are sold in the Secondary Offering and
       the Underwriters' overallotment option is not exercised.  If the
       Underwriters' overallotment option is fully exercised, the Company
       will not need to make any bank borrowings to finance the Patina Share
       Repurchase.
</TABLE>

Interests of Certain Persons in the Transactions

     Certain directors and officers of the Company and SOCO and certain of
their respective affiliates, as well as certain nominees of the New Preferred
Stock Investors, have interests described herein that present them with
potential conflicts of interest as a result of the Transactions.  In

    <PAGE>
<PAGE>19
   
particular, the Management Investors will be participating in the
Transactions via the Management Stock Issuances, Thomas Edelman has received
from SOCO the Edelman Option and Mr. Edelman has entered into a new three-
year employment agreement with the Company.  In addition, two of the
Company's current directors, John C. Snyder and William J. Johnson, are
directors of SOCO.  The Company's Board of Directors and the Independent
Committee were aware of such potential conflicts and considered them in
connection with the approval of the Transactions.  See "Description of the
Transactions--Reasons for the Transactions" and "--Interests of Certain
Persons in the Transactions."

Price Range of Common Stock and Dividend Policy

     The Company's Common Stock is traded on the NYSE under the symbol "POG."
The Common Stock began trading on the NYSE on May 3, 1996, following the
consummation of the Gerrity Acquisition. The following table sets forth, for
the periods indicated, the range of high and low per share closing prices for
the Common Stock, as reported on the NYSE.

<TABLE>
<CAPTION>
                                                        High                Low
                                                 ---------------    -------------------
<S>                                             <C>                 <C>

1996
Second Quarter (from May 3, 1996) . . . . . . .        $ 8.25              $6.13
Third Quarter . . . . . . . . . . . . . . . . .          7.38               6.75
Fourth Quarter  . . . . . . . . . . . . . . . .          9.50               7.00

1997
First Quarter . . . . . . . . . . . . . . . . .         10.50               8.63
Second Quarter  . . . . . . . . . . . . . . . .          9.50               8.00
Third Quarter (through September __, 1997)  . .         __.__              __.__
</TABLE>


     As described under "Description of the Transactions--Background of the
Transactions", at the time that the definitive terms underlying the
Transactions were agreed to by the parties to the Transactions (including the
formula for calculating the conversion price for the New Preferred Stock and
the exercise price for the SOCO Options), the Common Stock was trading around
$8.00 per share.  On July 31, 1997, the last trading day before public
announcement that the Company had agreed to the various Transactions, the
high and low sales price of the Common Stock on the NYSE was $8.50 and
$8.375. As of that same date, there were approximately 110 stockholders of
record of Common Stock and approximately 18.8 million shares of Common Stock
outstanding.  On September __, 1997, the most recent practicable date prior
to the printing of this Proxy Statement, the high and low sales price of the
Common Stock on the NYSE was $_.__ and $_.__.


    
     No dividends were declared or paid on the Common Stock during the
periods reported in the table above. The Company intends to retain future
<PAGE>
<PAGE>20
cash flow for use in its business and has no current intention of paying cash
dividends on its Common Stock in the foreseeable future. Any payment of
future dividends and the amounts thereof will depend upon the Company's
earnings, financial condition, capital requirements and other factors deemed
relevant by the Company's Board of Directors. In addition, the Company's
Credit Agreement currently prohibits the payment of any dividends on the
Common Stock. See "Description of Certain Indebtedness--Credit Agreement."
<PAGE>
<PAGE>21
   
                                 RISK FACTORS

Transaction Risks

     Effects of Leverage.  Giving effect to the Transactions as if they had
occurred on June 30, 1997, the Company's outstanding indebtedness on that
date would have been $193.7 million and its ratio of total debt-to-total
capitalization would have been 51%. Such indebtedness does not include the
Company's dividend obligations with respect to the New Preferred Stock or the
Old Preferred Stock. As a result of and after giving effect to the
Transactions (assuming that 7,500,000 Patina Shares are sold in the Secondary
Offering at a Public Offering Price of $8.50 per share and that $40 million
of New Preferred Stock is issued), (i) the Company will have an aggregate of
$11 million additional outstanding indebtedness (or no additional
indebtedness if all $63 million of New Preferred Stock is issued) and (ii)
following the expiration of the two-year pay-in-kind period for the New
Preferred Stock, cash dividends in the amount of $4.0 million per year in the
aggregate will accrue on the New Preferred Stock ($6.3 million per year if
all $63 million of New Preferred Stock is issued).  The Company's level of
indebtedness will have several important effects on its future operations. 
First, a significant portion of the Company's cash flow from operations must
be dedicated to the payment of interest on its indebtedness and will not be
available for other purposes.  The Company expects that its 1997 total
interest expense will be approximately $16.2 million, which amount is
expected to gradually decrease for the next two years thereafter, subject to
the Company's future acquisition activity.  Second, covenants contained in
the Company's debt obligations (which covenants are described herein under
"Description of Certain Indebtedness" ) will require the Company to meet
certain financial tests and may limit its ability to borrow additional funds
or to dispose of assets and may affect the Company's flexibility in planning
for, and reacting to, changes in its businesses, including possible
acquisition activities.  However, the Company is not currently restricted in
its ability to borrow funds as a result of these restrictive covenants, but
the Company's ability to pay dividends is restricted by such restrictive
covenants (subject to certain exceptions).  Third, the Company's ability to
obtain additional financing in the future for working capital, capital
expenditures, acquisitions, general corporate purposes or other purposes may
be impaired.  The Company's ability to meet its debt service obligations and
to reduce its total indebtedness will be dependent upon the Company's future
performance, which will be subject to oil and natural gas prices, the
Company's level of production, general economic conditions and financial,
business and other factors affecting the operations of the Company, many of
which are beyond its control. There can be no assurance that the Company's
future performance will not be adversely affected by some or all of these
factors.

     Influence of New Preferred Stock Investors.  Subject to the terms and
conditions of the Preferred Stock Purchase Agreement, the nine New Preferred
Stock Investors have severally, and not jointly, committed to purchase in the
aggregate a minimum of $40 million and a maximum of $63 million of New
Preferred Stock, with First Reserve Fund VII, Limited Partnership, Chase
Venture Capital Associated, L.P. and Highbridge International LDC having

    <PAGE>
<PAGE>97
   

commitments of $32.5 million, $22.5 million and $4.75 million, respectively
(and none of the other New Preferred Stock Investors' commitments exceeds
$2.5 million).  Holders of the New Preferred Stock will have (assuming that
2,520,000 shares of New Preferred Stock are issued and are convertible at
$8.80 per share and that no currently outstanding warrants or options have
been exercised) up to approximately 35% of the votes entitled to be cast on
most matters submitted to stockholders for a vote. In addition, the two
holders of the New Preferred Stock holding the most shares of New Preferred
Stock will each be entitled to designate one member of the Board of
Directors. As a result, the holders of the New Preferred Stock will have
significant influence over the business, policies and affairs of the Company
and to have a significant effect on the outcome of any corporate transaction
or other matters submitted to the stockholders for approval such as: (i) any
amendment to the Company's Certificate of Incorporation (the "Certificate of
Incorporation"), including the authorization of additional shares of capital
stock; (ii) any merger, consolidation or sale of all or substantially all of
the assets of the Company; and (iii) any "going private" transaction, and
prevent or cause a change of control of the Company, all of which may
adversely affect the Company and the interests of its other stockholders.

     Preferences of New Preferred Stock.  By its terms (and assuming that the
Company issues 2,520,000 shares of New Preferred Stock), the New Preferred
Stock will have (i) a liquidation preference of $25.00 per share (or $63
million in the aggregate) and (ii) a dividend preference based on the 8.5%
annual dividend rate (or $6.3 million per year in the aggregate, in cash
following the two-year pay-in-kind period), in each case over the rights of
the holders of the Company's Common Stock.  For a description of the material
terms of the New Preferred Stock, including dividend rights and redemption,
conversion and voting provisions, see "Description of the Definitive
Agreements--Preferred Stock Purchase Agreement."

     Continued Reliance on SOCO.  At the time of the sale of the Patina
Shares in the Secondary Offering, the Company will enter into the Transition
Agreement with SOCO, whereby SOCO will agree to provide the Company with
certain computer and administrative services for a period of up to one year.
The breach or termination of the Transition Agreement by SOCO could have an
adverse effect on the Company's business, operations or financial condition.
There can be no assurance that the Company would be able to arrange an
alternative source of such services provided under the Transition Agreement
upon comparable terms.

     Benefits to Affiliates and Management of the Company.  Certain directors
and officers of the Company and SOCO and certain of their respective
affiliates, as well as certain nominees of the New Preferred Stock Investors,
have interests described herein that present them with potential conflicts of
interest as a result of the Transactions.  In particular, the Management
Investors will be participating in the Transactions via the Management Stock
Issuances, Thomas Edelman has received from SOCO the Edelman Option and Mr.
Edelman has entered into a new three-year employment agreement with the
Company.  In addition, two of the Company's current directors, John C. Snyder
and William J. Johnson, are directors of SOCO.  The Company's Board of
Directors and the Independent Committee were aware of such potential

    <PAGE>
<PAGE>23
   

conflicts and considered them in connection with the approval of the
Transactions.  See "Description of the Transactions--Reasons for the
Transactions" and "--Interests of Certain Persons in the Transactions."

     Effect of Stockholders' Approval at the Meeting; No Dissenters' Rights. 
Pursuant to the Patina Share Repurchase, SOCO has agreed to vote its shares
of Common Stock (including its 2,000,000 shares of Series A Common Stock that
are entitled to three votes per share at all meetings of the Company's
stockholders) in favor of the Transactions.  Therefore, as of the date
hereof, the requisite number of votes for the approval of the Transactions to
be considered at the Meeting is assured.  The approval of the Transactions at
the Meeting may have the effect under applicable law of limiting or
potentially extinguishing possible claims that may be asserted against the
Company in connection with the Transactions, including possible claims
alleging that the Company's Board of Directors violated its fiduciary duties
to stockholders as a result of the Transactions involving directors with
interests that present them with potential conflicts.  In addition, the
Company's stockholders will not be entitled to any appraisal rights under
Delaware General Corporation Law as a result of the Transactions.

     Shares Eligible for Future Sale; Registration Rights.  Future sales, or
the availability for sale, of a substantial number of additional shares of
Common Stock in the public market following the Secondary Offering (as well
as any sale of shares of New Preferred Stock) could adversely affect the
market price of the Common Stock.  After giving effect to the Transactions
(assuming that Patina Shares are sold at a Public Offering Price of $8.50 per
share and that $63 million of New Preferred Stock is issued with a conversion
price of $8.80 per share), there will be 8.1 million restricted shares of
Common Stock (including 7.2 million shares of Common Stock that may be issued
upon conversion of the New Preferred Stock).  In addition, as described
herein under "Description of the Definitive Agreements--Preferred Stock
Purchase Agreement--Registration Rights," the New Preferred Stock Investors
have been granted certain demand registration rights, which may be exercised
after the second anniversary of the initial sale of the New Preferred Stock,
for the future registration of the New Preferred Stock, the Common Stock into
which the New Preferred Stock may be converted and the 100,000 shares of
Common Stock to be issued at the initial sale date to the New Preferred Stock
Investors.  The Management Investors have also been granted certain limited
piggyback registration rights as described under "Description of the
Definition Agreement--Management Stock Purchase Agreement and Restricted
Stock Awards."

    

Company Risks

     Acquisition Risks.  The Company's growth has been attributable in
significant part to acquisitions. The Company expects to continue to evaluate
and, where appropriate, pursue acquisition opportunities on terms management
considers satisfactory. There can be no assurance that suitable acquisitions
will be identified in the future or that the Company will be able to finance
such acquisitions on favorable terms. In connection with consummating any
significant future acquisitions, the Company will require additional debt or
equity financing, which may not be available or, if available, may not be on
<PAGE>
<PAGE>24
terms that are acceptable to the Company. In addition, the Company competes
against other companies for acquisitions, and there can be no assurance that
the Company will be successful in the acquisition of any material property
interests. Furthermore, there can be no assurance that any future
acquisitions made by the Company will be integrated successfully into the
Company's operations or will achieve desired rates of return.

     Successful acquisitions require an assessment of recoverable reserves,
exploration potential, future oil and natural gas prices, operating costs, as
well as environmental and other risks beyond the Company's control. In
connection with such assessments, the Company performs a review of the
subject properties that it believes to be generally consistent with industry
practices. Nonetheless, the resulting assessments are necessarily inexact and
their accuracy inherently uncertain, and such a review may not reveal all
existing or potential problems, nor will it necessarily permit the Company to
become sufficiently familiar with the properties to fully assess their merits
and efficiencies. Inspections may not always be performed on every well, and
structural and environmental problems are not necessarily observable even
when an inspection is undertaken.

     Significant acquisitions can change the nature of the operations and
business of the Company depending upon the character of the acquired
properties, which may be substantially different in operating and geologic
characteristics or geographic location from existing properties.

     Dependence on Key Personnel.  The continued growth of the Company
depends, and will continue to depend in the foreseeable future, on the
services of its officers and key employees who have extensive experience and
expertise in evaluating and analyzing potential acquisitions and managing the
Company's oil and natural gas properties, including Mr. Edelman, the
Company's Chief Executive Officer. Although the Company has a three-year
employment agreement with Mr. Edelman, the agreement only obligates Mr.
Edelman to commit a substantial portion of his working time to the Company;
he is not required to devote all of his time and effort to the business of
the Company. The Company does not have employment agreements with any of its
officers or key employees, other than Mr. Edelman. The ability of the Company
to retain its officers and key employees is important to the continued
success and growth of the Company. The loss of Mr. Edelman would, and the
loss of other key personnel could, have a material adverse effect on the
Company's future growth prospects. The Company does not maintain key man life
insurance on any of its employees. See "Management."

     Replacement of Reserves and Production Decline.  In general, the volume
of production from oil and natural gas properties declines as reserves are
depleted. A typical Wattenberg Codell/Niobrara well produces at the highest
rates in the first six to twelve months, during which production declines
significantly from initial rates. More than half of a typical well's reserves
are recovered in the first three-to-five years of production. Absent the
Gerrity Acquisition, production from the Company's properties would have
declined in 1996 and, in view of the limited drilling and development
activity expected in 1997, production is expected to decline further in 1997.
Management believes that production will continue to decline thereafter
<PAGE>
<PAGE>25
unless capital expenditures are increased above currently projected levels.
Except to the extent the Company acquires properties containing proved
reserves or conducts successful development activities, its proved reserves
will decline as reserves are produced. The Company's future oil and natural
gas production is, therefore, highly dependent upon its level of success in
finding or acquiring additional reserves. The business of acquiring or
developing reserves is capital intensive. To the extent cash flow from
operations is reduced and external sources of capital become limited or
unavailable, the Company's ability to make the necessary capital investment
to maintain or expand its asset base of oil and natural gas reserves would be
impaired. In addition, there can be no assurance that its future development,
acquisition and exploration activities will result in additional proved
reserves or that the Company will be able to drill productive wells at
acceptable costs.

     Geographic Concentration of Operations.  All of the Company's operations
are currently located in Wattenberg. Because of this geographic
concentration, any regional events that increase costs, reduce availability
of equipment or supplies, reduce demand or limit production, including
weather and natural disasters, may impact it more than if its operations were
more geographically diversified. The Company's natural gas production is
transported on local pipeline systems for processing at several local
processing plants. While the Company expects to have flexibility to mitigate
the effects of pipeline curtailments or plant shut-downs, curtailment of a
significant portion of a pipeline or a prolonged shut-down at a major
processing plant could adversely affect its operations, perhaps materially.

     Hedging Risks.  From time to time, the Company hedges a portion of its
physical oil and natural gas production utilizing a variety of instruments,
including fixed price swaps and options and exchange-traded futures contracts
and options thereon. The Company's hedging activities, while intended to
reduce the Company's sensitivity to changes in market prices of oil and
natural gas, are subject to a number of risks including instances in which:
(i) production is less than expected; (ii) there is a widening of price
differentials between delivery points required by fixed price delivery
contracts, to the extent they differ from those of the Company's production;
or (iii) the Company's customers or the counterparties fail to purchase or
deliver the contracted quantities of oil or natural gas. Additionally, fixed
price sales and hedging contracts limit the benefits the Company will realize
if actual prices rise above the hedging contract prices. The Company
currently has approximately 40% of its projected natural gas production
hedged through September 1997. In the future, the Company may increase the
percentage of its production covered by hedging arrangements. Pursuant to the
terms of the Company's Credit Agreement, dated as of April 1, 1997 (the
"Credit Agreement"), the Company is permitted to hedge up to 75% of its
anticipated oil and natural gas production for the duration of the relevant
hedge contracts.

   
     Potential Conflicting Business Interests of Chief Executive Officer. 
Mr. Edelman, the Chief Executive Officer of the Company, has served since
1988 and expects to continue to serve as Chairman of Lomak Petroleum, Inc.
("Lomak"), a publicly traded oil and gas company whose principal areas of

    <PAGE>
<PAGE>26
   
operation are the Gulf Coast, Midcontinent and Appalachian regions of the
United States. The Company currently has no business relationships with Lomak
and Lomak does not own any of the Company's securities.  In addition, the
Company has not and currently does not compete, and, although no assurances
can be given, in the future does not expect to compete, with Lomak, including
any competition in respect of acquisition opportunities.  Although the
Company does not believe that any conflicts have arisen, or are likely to
arise, as a result of Mr. Edelman's position with Lomak, because of Mr.
Edelman's position with Lomak, or other positions or business interests that
he may now or hereafter have or acquire, conflicts of interests may arise
between them.  See "Management---Edelman Employment Agreement and Related
Matters."  In the past, with respect to new business proposals, including
acquisitions, the Company and Mr. Edelman have employed the following
procedures to resolve any potential conflicts:  (i) if such proposals were
directed to or originated by Lomak or its employees, such proposals were
deemed to be for Lomak's benefit; and (ii) if such proposals were directed to
or originated by the Company or its employees, or if such proposals were not
specifically identified for either company, such proposals were deemed to be
for the Company's benefit.  Mr. Edelman and the Company plan to continue the
foregoing procedures to resolve any future conflicts that may arise.

    

     No Dividends.  The Company does not currently intend to pay cash
dividends on its Common Stock. The Company currently intends to retain its
cash for the continued expansion of its business, including development and
acquisition activities and to reduce debt levels. No cash dividends may be
paid unless all accrued and unpaid dividends on the Company's Preferred Stock
have been paid. In addition, the Company's Credit Agreement currently
prohibits the payment of dividends on the Common Stock.

Forward Looking Information

   
     The Company's stockholders should consider carefully the risk factors
described above, in addition to the other information relating to the
Company, its capital stock and the Transactions described in this Proxy
Statement, before voting on the Transactions. This Proxy Statement contains
certain forward-looking statements, including statements containing the words
"believes," "anticipates," "expects," and words of similar import. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following: adverse changes in national or local economic conditions;
increased competition; changes in availability, cost and terms of financing;
changes in operating expenses and other factors referenced in this Proxy
Statement. Certain of these factors are discussed in more detail elsewhere in
this Proxy Statement. Given these uncertainties, the Company's stockholders
are cautioned not to place undue reliance on such forward-looking statements.

    <PAGE>
<PAGE>27
   
                                  THE MEETING

Date, Time and Place

     The Meeting of the Company's stockholders will be held at the Company's
headquarters, 1625 Broadway, Denver, Colorado, on _____, October __, 1997, at
9:00 a.m. Mountain time.

Record Date, Voting and Quorum

     The Record Date for the Meeting is September 2, 1997.  As of the close
of business on the Record Date, there were outstanding 18,820,248 shares of
Common Stock, of which 14,000,000 were shares owned by SOCO (including
2,000,000 shares of Series A Common Stock).  Only stockholders of record at
the Record Date are entitled to notice of and to vote at the Meeting.  For
all matters to come before the Meeting, each share of Common Stock (other
than Series A Common Stock) is entitled to one vote per share, and each share
of Series A Common Stock is entitled to three votes per share.

     The presence in person or by proxy at the Meeting of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute
a quorum for the transaction of business at the Meeting Pursuant to the
Patina Share Repurchase, SOCO has agreed to cause its shares of Common Stock
to be present at, and to be voted in favor of the Transactions at, the
Meeting.  Therefore, as of the date hereof, the presence of the requisite
number of shares to constitute a quorum at the Meeting is assured..

Matters To Be Considered at the Meeting; Required Vote; Appraisal Rights

     At the Meeting, the stockholders of Company will be asked to consider
and vote upon four mutually conditioned proposals to approve the
Transactions, as follows: (i) a proposal to approve the Secondary Offering of
7,500,000 Patina Shares (8,625,000 Patina Shares if the underwriters'
overallotment option is fully exercised, or such greater or lesser number as
the underwriters, the Company and SOCO may agree to include in the Secondary
Offering); (ii) a proposal to approve the Patina Share Repurchase by the
Company of all remaining Patina Shares that are not sold in the Secondary
Offering; (iii) a proposal to approve the New Preferred Stock Issuance by the
Company to a limited number of investors of between 1,600,000 and 2,520,000
shares (as determined by the Company in its sole discretion) of the Company's
New Preferred Stock; and (iv) a proposal to approve the Management Stock
Issuances providing for the issuance and sale by the Company to the
Management Investors of $3 million of Common Stock at the Public Offering
Price and the grant by the Company to such Management Investors of 500,000
shares of restricted Common Stock.  Each of the proposals to be approved by
the stockholders at the Meeting are mutually conditioned upon the approval of
the other related proposals.  Therefore, a vote against any of the proposals
will have the effect of a vote against all of the proposals.  In addition,
the stockholders of the Company will be asked to consider and vote upon such
other business as may properly come before the Meeting.

    <PAGE>
<PAGE>28
     Approval of the New Preferred Stock Issuance and the Management Stock
Issuances to be effected as part of the Transactions require the approval of
the holders of a majority of the total votes cast at the Meeting, provided
that the total votes cast represent over 50% of the number of outstanding
shares of capital stock of the Company entitled to vote at the Meeting. 
Pursuant to the Patina Share Repurchase, SOCO has agreed to vote its shares
of Common Stock in favor of the Transactions.  Therefore, as of the date
hereof, the requisite number of votes for the approval of the Transactions to
be considered at the Meeting is assured.  In addition, as of the Record Date,
the directors and executive officers of the Company and their affiliates
(excluding SOCO and John C. Snyder, Chairman and Chief Executive Officer of
SOCO) owned as a group less than 1.0% of the outstanding shares of Common
Stock.  Such directors and executive officers of the Company have indicated
that they and their affiliates presently intend to vote all such shares in
favor of the Transactions.  See "Security Ownership of Certain Beneficial
Owners and Management."

   
     Under certain circumstances described under "Description of the
Definitive Agreements--Preferred Stock Purchase Agreement--Conditions to
Closing", the Company may elect either not to consummate the New Preferred
Stock Issuance as part of the Transactions (in which case the Company
anticipates that it will fund the Patina Share Repurchase through available
borrowings under the Company's credit facility) or to revise the terms of the
New Preferred Stock Issuance prior to the consummation thereof.  In such
circumstances, however, the Company will not resubmit the proposals
comprising the Transactions to its stockholders for their approval.

    

     The Company's stockholders are not entitled to any appraisal rights
under Delaware General Corporation Law as a result of the Transactions.

     The Company's Board of Directors, after careful consideration, has
unanimously determined that the Transactions are fair to and in the best
interests of the Company and its stockholders.  Accordingly, the Board of
Directors has approved the Transactions and recommends that stockholders vote
FOR approval and adoption of the Transactions.

Voting of Proxies

     All shares of the Company's Common Stock represented by properly
executed Proxies received in time for the Meeting will be voted in the manner
specified in the Proxy. Proxies that do not contain any instruction to vote
for or against or to abstain from voting on a particular matter will be voted
in favor of such matter. It is not expected that any matter other than those
referred to herein will be brought before the stockholders at the Meeting. 
However, if other matters are properly presented, the persons named as
proxies will vote in accordance with their best judgment with respect to such
matters, unless authority to do so is withheld in the Proxy.

     Brokers who hold shares of Common Stock in street name for customers who
are the beneficial owners of such shares are prohibited from giving a proxy
to vote such customers' shares with respect to any proposal in the absence of
specific instructions from such customers ("broker non-votes").  Abstentions
<PAGE>
<PAGE>29
do not constitute a vote "for" or "against" any matter and will be
disregarded in the calculation of "votes cast" for the New Preferred Stock
Issuance.  Similarly, broker non-votes will be treated as not present and not
entitled to vote with respect to the New Preferred Stock Issuance and
therefore will be disregard in the calculation of "votes cast" for the New
Preferred Stock Issuance.

Adjournments; Revocability of Proxies

     If the Meeting is adjourned for any reason, the approval of the
Transactions will be considered and voted upon by stockholders at the
subsequent reconvened meeting, if any.

     A stockholder may revoke a Proxy prior to the time the shares
represented by such Proxy are voted at the Meeting by: (i) delivering to the
Secretary of the Company a written notice of revocation of a Proxy or a duly
executed Proxy relating to the same shares and matters to be considered at
the Meeting bearing a date later than the Proxy previously executed; (ii)
attending and voting in person at the Meeting; or (iii) giving notice of
revocation of a Proxy at the Meeting.  Attendance at the Meeting will not in
and of itself constitute revocation of a Proxy.  Unless revoked in one of the
manners set forth above, Proxies in the form enclosed will be voted at the
Meeting in accordance with such stockholder's instructions.  All written
notices of revocation and other communications with respect to revocation of
Proxies should be addressed to Patina Oil & Gas Corporation, Attention:
Investor Relations, 1625 Broadway, Suite 2000, Denver, Colorado 80202, and
must be received before the taking of the votes at the Meeting.

Solicitation of Proxies

     The Company will bear the cost of the solicitation of Proxies.  In
addition to solicitation by mail, the directors, officers and employees of
the Company and its subsidiaries may solicit Proxies from stockholders of the
Company by telephone, telecopy or in person.  Such directors, officers and
employees will not be additionally compensated for any such solicitation but
may be reimbursed for out-of-pocket expenses in connection therewith. 
Arrangements will be made to furnish copies of proxy materials to
fiduciaries, custodians and brokerage houses for forwarding to beneficial
owners of the Company's Common Stock.  Such persons will be paid reasonable
out-of-pocket expenses.  


                        DESCRIPTION OF THE TRANSACTIONS

Background of the Transactions

     In early 1996, the Company was formed to hold the Wattenberg assets of
SOCO and to facilitate the Gerrity Acquisition which was consummated in May
1996.  Following the Gerrity Acquisition, SOCO owned 14,000,000 shares of the
Company's Common Stock (including 2,000,000 shares of the Company's Series A
Common Stock), representing approximately 70% of the Company's outstanding
Common Stock at such time (and approximately 75% of the aggregate voting
<PAGE>
<PAGE>30
power), and the Gerrity stockholders owned in the aggregate 6,000,000 shares
of the Company's Common Stock, representing approximately 30% of the
Company's outstanding Common Stock (and approximately 25% of the aggregate
voting power).  Thomas J. Edelman, the former president of SOCO, structured
and negotiated the Gerrity Acquisition and has served as the Chief Executive
Officer of the Company since its inception.  Following the Gerrity
Acquisition, SOCO has been the Company's major stockholder and currently owns
approximately 74% of the Company's outstanding Common Stock.  Two of SOCO's
directors, John C. Snyder and William J. Johnson, are currently on the
Company's Board of Directors.

   
     In March 1997, Mr. Snyder initially discussed with Mr. Edelman his
desire to have Mr. Edelman structure and arrange a buyout of SOCO's entire
interest in the Company.  At that time, Mr. Edelman did not commit to taking
any actions in respect of structuring and arranging such a transaction.  In
mid-March 1997, Mr. Snyder met with the SOCO Board of Directors to discuss
various strategic alternatives for SOCO, including the possible divestiture
of SOCO's 74% stock ownership in the Company.  Following this SOCO Board
meeting, on April 2, 1997, SOCO's Board of Directors retained Petrie Parkman
& Co. as its financial advisor ("Petrie Parkman") to advise SOCO on its
various strategic alternatives.  SOCO and Petrie Parkman initially determined
that, based on Petrie Parkman's assessment of the Company and its operations
and prospects, the acquisition market for oil and gas companies in general
and in the D-J Basin in particular and the potential companies that may be
interested in pursuing a business combination with the Company, it would have
been difficult to predict the level and strength of resulting bid prices if
SOCO and the Company sought to sell the Company through an auction process. 
Therefore, in light of the strategic importance to SOCO of divesting its
shares in the Company, SOCO and Petrie Parkman determined that a transaction
in which SOCO's shares of Common Stock were repurchased by the Company and/or
sold in an underwritten public offering would give SOCO an assured exit from
its stake in the Company.  In addition, SOCO desired to structure a
transaction that would not preclude the possibility of a third party entering
into a business combination with the Company in which SOCO would be able to
sell its shares of Common Stock.

     In early April 1997, Mr. Edelman met with a representative of Petrie
Parkman at which meeting Petrie Parkman reiterated the SOCO Board of
Directors' desire that Mr. Edelman structure and arrange a transaction, other
than an auction for the entire Company, providing for the sale of SOCO's
interest in the Company.  At this meeting, Mr. Edelman agreed that, based on
SOCO's desire to divest its interest in the Company, he would begin to review
the possibility of such a transaction, as well as exploring the possibility
of other alternative transactions.  Following this meeting, Mr. Edelman
preliminarily outlined a possible transaction that contemplated the buyout of
the Patina Shares through a combination of: (i) a share repurchase by the
Company of a portion of the Patina Shares (financed in part by borrowings
under the Company's existing credit facility); and (ii) the receipt of
commitments from a limited number of investors for the purchase of newly
issued equity securities of the Company (with no public secondary offering of
any Patina Shares).  The initial proposed transactions provided for the
limited number of new equity investors to pay a portion of their newly-

    <PAGE>
<PAGE>31
   
acquired shares to Mr. Edelman as a promotional interest for structuring and
arranging the proposed transactions and continuing in his capacity as chief
executive officer of the Company.  Mr. Edelman then contacted the Company's
lead bank, as well as a limited number of investors, regarding the
possibility of participating in the transactions that Mr. Edelman had
preliminarily outlined.  Based in part on the discussions with the Company's
lead bank and the prospective investors, Mr. Edelman contacted SOCO and
Petrie Parkman in late April 1997 and confirmed with them the preliminary
structure for the possible transactions.  SOCO and Petrie Parkman indicated
their preliminary support for the proposed structure.

    

   
     Following receipt of SOCO's preliminary support, Mr. Edelman proceeded
to discuss the outline of the proposed transactions with members of the
Company's Board of Directors and, in mid-May 1997, the Company's Board of
Directors had its first meeting at which the proposed SOCO transaction was
discussed.  At that meeting, the Company's Board of Directors agreed that an
independent committee of directors should be formed to review any proposed
transactions with SOCO and such independent committee should deliver its
recommendation in respect of such transactions to the Company's full Board of
Directors.  The Independent Committee was then formed, consisting of Messrs.
Robert J. Clark, Jay W. Decker and Alexander P. Lynch (with Mr. Lynch as the
chairman).  The Independent Committee decided to engage legal counsel to
advise it on the various legal issues arising in connection with the review
and recommendation of transactions between the Company and SOCO.  Following
its review of the terms of the proposed transactions, the Independent
Committee informed Mr. Edelman that they believed the transactions as
proposed required the Company to incur an unacceptable level of additional
bank borrowings and granted the preferred stock investors certain economic
terms, including a proposed dividend rate and a proposed conversion rate,
that were unacceptable.

     On May 28, 1997, the Company's Board of Directors held its regularly
scheduled meeting during which the proposed terms for the SOCO transactions
were discussed.  At this meeting, the Board, together with representatives of
Petrie Parkman, determined to add a public secondary offering for a portion
of the Patina Shares to the proposed structure and thereby reduce or
eliminate the amount of bank borrowings necessary for the Company's
repurchase of Patina Shares from SOCO.  The Board directed Mr. Edelman to
continue developing the specific terms and conditions with respect to the
proposed transactions, continue his discussions with the Company's lead bank
and the prospective preferred stock investors and to arrange for an
underwriting syndicate for the public offering of a portion of the Patina
Shares.  Following this meeting, Mr. Edelman enlisted the assistance of
certain members of the Company's senior management to analyze the proposed
transactions, as revised, and begin preparation of materials describing the
proposed transactions, including a preliminary draft of a private placement
memorandum for the issuance of the new series of the Company's preferred
stock to a limited number of investors and a summary description of the
Company and the proposed transactions for use in a registration statement for
a public offering of Patina Shares.

    <PAGE>
<PAGE>32
     In late-May 1997 and early-June 1997, Mr. Edelman met initially with
representatives of Smith Barney Inc. ("Smith Barney") and later with
representatives of the other Underwriters to discuss the possibility of the
Underwriters making up a syndicate for a secondary stock offering of a
portion of Patina Shares.  Smith Barney and the other Underwriters agreed to
the proposed engagement and they began working, together with the Company's
management and the Company's legal counsel, on a draft of a registration
statement for a secondary offering of a portion of Patina Shares.  

   
     During the first three weeks of June 1997, Mr. Edelman had numerous
discussions and meetings with representatives of First Reserve Corporation,
Chase Capital Partners and Highbridge Capital Management, the initial
prospective preferred stock investors, with the Underwriters and with
individual members of the Company's Board of Directors, in which the various
terms and conditions in respect of the proposed transactions were reviewed
and negotiated.  In these discussions, the Underwriters and the New Preferred
Stock Investors required that, as part of the proposed transactions, Mr.
Edelman make at least a three-year commitment to the Company and the
Underwriters required that Mr. Edelman not receive shares of the new
preferred stock as his promotional interest.  In response to the
Underwriters' and the New Preferred Stock Investors' requests, the Company
and Mr. Edelman agreed to an enhanced equity arrangement for Mr. Edelman and
the other Management Investors to induce them to invest in the Company and to
enhance their interest in the Company's future success that included, among
other things, an employment agreement for Mr. Edelman, the purchase of shares
of Common Stock by the Management Investors, the grant of restricted Common
Stock to the Management Investors and the grant of additional vested options
to Mr. Edelman.

     In late-June 1997, Mr. Edelman contacted Mr. Snyder and reported to him
the status of the various discussions and described the most current
refinements in respect of the proposed transactions.  Mr. Snyder confirmed
his and the SOCO Board's desire to proceed with the proposed transactions and
encouraged Mr. Edelman to continue to negotiate and structure the terms of
the proposed transactions.  Mr. Snyder requested, however, that Petrie
Parkman, on behalf of SOCO, be given an opportunity to contact a limited
number of third parties regarding such parties' interest in a possible
business combination with the Company.  Mr. Edelman agreed that SOCO should
have the opportunity to make such contacts provided that SOCO and Petrie
Parkman agree that they would inform the Company of any proposals received
and, at the time that the Underwriters' commenced their marketing efforts for
the sale of Patina Shares in the contemplated offering, SOCO and its advisors
would cease for a period of time any discussions or other activities with
respect to an alternative transaction with any third party.  Following the
agreement by SOCO and the Company to the proposed arrangement, SOCO entered
into confidentiality agreements with a number of parties and provided
information to, and engaged in preliminary discussions with, such parties. 
However, none of those discussions advanced beyond the preliminary stage.

    

     Through the first part of July, the Underwriters participated in a
number of drafting sessions for the preparation of the registration statement
for the secondary offering of Patina Shares and the prospective preferred
<PAGE>
<PAGE>33
stock investors continued to review and negotiate the terms of the preferred
stock to be issued by the Company.  As a result of the Underwriters' and the
prospective stock preferred investors' respective review of the proposed
transactions, additional revisions were made to the terms of the proposed
transactions.

     On July 13 and 15, 1997 the Independent Committee held a telephonic
meeting at which the current status of the proposed transactions was
discussed and reviewed.  At this meeting, the Independent Committee decided
to engage A.G. Edwards as its financial advisor to deliver a fairness opinion
to the Independent Committee in respect of the proposed transactions.  

     In mid-July 1997, Mr. Edelman confirmed with the prospective preferred
stock investors their commitments to participate in the proposed
transactions, subject to negotiation of definitive agreements.  On July 17,
1997, the Company's Board of Directors held a telephonic meeting during which
the Board confirmed its continued support for the proposed transactions,
subject to the final recommendation of the Independent Committee, and
directed that Mr. Edelman continue his efforts negotiating the final terms
and provisions of the proposed transactions, including the terms of his
proposed employment agreement.  In late-July 1997, Mr. Edelman discussed with
Mr. Snyder the most recent revisions to the terms of the proposed
transactions, and Mr. Snyder agreed to such revisions.

   
     On July 30, 1997, the Independent Committee held a meeting to consider
the proposed transactions, which meeting was attended by A.G. Edwards and the
Independent Committee's legal advisors.  A.G. Edwards delivered its oral
advice (which was later confirmed in writing) to the Independent Committee
that, as of the date of such meeting, subject to certain assumptions and
conditions, the Patina Share Repurchase was fair from a financial point of
view to the Non-Affiliated Stockholders and that, taking into account the
terms and conditions of the New Preferred Stock, the consideration to be paid
to the Company for the New Preferred Stock is comparable to other privately
placed convertible preferred equity securities and as a result was fair, from
a financial point of view, to the Non-Affiliated Stockholders. A.G. Edwards
also presented certain written materials to the Independent Committee with
respect to the various valuation analyses made by A.G. Edwards (which
analyses are summarized below under "Opinion of Financial Advisor to the
Independent Committee").  After a lengthy discussion, the Independent
Committee determined that, based on the contemplated conversion ratio set
forth in the terms of the New Preferred Stock (which was structured to be set
at 10% over the Public Offering Price, subject to a maximum of $8.80), the
issuance of the New Preferred Stock should be conditioned upon A.G. Edwards
reconfirming and updating its fairness report as of the date of such issuance
(and such updated opinion will be based upon, and reflect updated results
from, the A.G. Edwards' various valuation analyses).  The Independent
Committee noted, in its discussions, that the conversion price in respect of
the New Preferred Stock (including the maximum price) had been negotiated and
set at the time that the Company's Common Stock was trading on the NYSE
around $8.00 per share.  On July 30, 1997, the closing sales price of the
Common Stock on the NYSE was $8.625.

    <PAGE>
<PAGE>34
     As a result of the Independent Committee's determination, final
revisions to the proposed transactions were negotiated among the various
parties involved in the Transactions, which final revisions are reflected in
the Transactions as described in this Proxy Statement. Upon the agreement of
the parties to these final revisions, the Independent Committee determined
that it would recommend that the Company's Board of Directors approve the
Transactions as being fair to and in the best interests of the Company and
its stockholders.

     On July 31, 1997, following confirmation that SOCO's Board of Directors
had approved the Transactions, the Company's Board of Directors met, together
with the Company's legal advisors, to review and approve the Transactions. 
Mr. Lynch, as chairman of the Independent Committee, confirmed the
Independent Committee's recommendation that the Company's Board approve the
Transactions.  In addition, the Company's legal advisors reviewed with the
Company's Board the final terms of the various definitive agreements to be
executed in connection with the Transactions.  After discussion and
consideration, the Company's Board of Directors voted unanimously to approve
the Transactions.  The Preferred Stock Purchase Agreement and the Share
Repurchase Agreement and certain of the other related agreements were then
executed and delivered by, as applicable, the Company, SOCO, the New
Preferred Stock Investors and the other signatories thereto.

   
     On August 1, 1997, the Company and SOCO filed the Registration Statement
in respect of the Secondary Offering with the Commission and thereafter the
Transactions were publicly announced by each of the Company and SOCO.  On
September __, 1997, the most recent practicable date prior to the printing of
this Proxy Statement, the closing sales price of the Common Stock on the NYSE
was $_.__.

    

Reasons for the Transactions

     At the meeting of the Company's Board of Directors on July 31, 1997, the
Board approved the Transactions and determined that the Transactions were
fair to and in the best interests of the Company and its stockholders.  In
reaching this determination, the Company's Board of Directors considered a
number of factors, including without limitation the following:

          1.  The Board considered its knowledge of the management, business,
     operations, properties, assets, financial condition, operating results
     and prospects of the Company, including the Company's contemplated
     business strategies.  See "Parties to the Transactions--The Company--
     Business Strategy."

          2.  The Board considered the fact that SOCO, the holder of
     approximately 74% of the Company's outstanding Common Stock, had
     expressed its intention to divest its Patina Shares as part of a
     strategic initiative to simplify SOCO's corporate structure, and the
     fact that SOCO held registration rights in respect of the Patina Shares
     permitting SOCO to demand that the Company register the Patina Shares
     for sale under the Securities Act.
<PAGE>
<PAGE>35
          3.  The Board considered the various reports from the Company's
     management and financial and legal advisors, and the recommendation of
     the Independent Committee that the Board approve the Transactions.

          4.  The Board considered the oral and written presentations of A.G.
     Edwards and the opinion of A.G. Edwards that as of July 30, 1997,
     subject to certain assumptions and conditions, the Patina Share
     Repurchase was fair from a financial point of view to the Non-Affiliated
     Stockholders and that, taking into account the terms and conditions of
     the New Preferred Stock, the consideration to be paid to the Company for
     the New Preferred Stock is comparable to other privately placed
     convertible preferred equity securities and as a result was fair, from a
     financial point of view, to the Non-Affiliated Stockholders.

   
          5.  The Board considered the negotiations that had taken place with
     SOCO, the New Preferred Stock Investors and the other parties to the
     Transactions concerning the structure and arrangement of the final terms
     and provisions of the Transactions.  In addition, the Board considered
     the terms of the Management Stock Issuances that provided the grant of
     shares of restricted Common Stock to the Management Investors as both an
     inducement for the Management Investors to agree to purchase additional
     shares of Common Stock under the Management Stock Purchase Agreement and
     an enhancement of their interest in the Company's future success.  See
     "--Background of the Transactions."

    
          6.  The Board considered the results of discussions between SOCO
     and its advisors and third parties regarding a possible business
     combination with the Company.  See "--Background of the Transactions."

          7.  The Board considered the terms and conditions of the Preferred
     Stock Purchase Agreement, the Management Stock Purchase Agreement and
     the other agreements entered into or to be entered into in connection
     with the Transactions.  The Board considered the provisions contained in
     the Preferred Stock Purchase Agreement requiring that the New Preferred
     Stock Investors agree to various standstill and stock transfer
     restrictions that extend, subject to certain exceptions described under
     "Description of the Definitive Agreements--Preferred Stock Purchase
     Agreement--Confidentiality and Standstill Restrictions", for a five-year
     period and generally prohibit the New Preferred Stock Investors from
     acquiring additional voting securities of the Company, disposing of any
     of the Company's voting securities to any person that would be the
     beneficial owner of more than 7.5% of the Company's outstanding voting
     securities or taking certain actions to seek control of the Company.

          8.  The Board considered the fact that, although the holders of the
     New Preferred Stock would own (assuming that 2,520,000 shares of New
     Preferred Stock are issued and are convertible at $8.80 per share and
     that no currently outstanding warrants or options have been exercised)
     as of the closing date approximately 35% of the voting power of the
     Company's outstanding voting securities (which percentage would increase
     to approximately 40% by the end of the two-year pay-in-kind dividend
     period), the Transactions did not result in a change of control of the
<PAGE>
<PAGE>36
     Company.  In this determination, the Board considered the standstill
     restrictions referred to above, including the provisions prohibiting the
     New Preferred Stock Investors from seeking to effect any change of
     control of the Company during the five-year restricted period, as well
     as the fact that the largest holder of New Preferred Stock would own
     less than 20% of the voting power of the Company's outstanding voting
     securities.

          9.  The Board considered the influence that designees of the New
     Preferred Stock Investors will have in the Company's affairs given their
     two Board seats and ownership of in the aggregate approximately 35% of
     the voting power of the Company's outstanding voting securities.  But
     the Board considered the extent of independence that the Company will
     retain following the consummation of the Transactions given the fact
     that the New Preferred Stock Investors will be entitled to designate
     only two of the seven directors on the Company's Board of Directors and
     that a majority of the directors will be independent directors.

          10.  The Board considered the fact that all of the Company's
     existing stockholders (other than SOCO) would retain their entire equity
     interest in the Company, that the anticipated trading volume of the
     Company's Common Stock would increase significantly as a result of the
     Secondary Offering and that all of the Company's existing stockholders
     (other than SOCO) would be able to fully participate in any future
     improvement in the Company's operating performance that might occur
     following the consummation of the Transactions.

          11.  The Board considered the benefits to the Company that would be
     derived from having representatives of First Reserve Corporation and
     Chase Capital Partners, affiliates of the two largest holders of the New
     Preferred Stock, join the Board and assist the Board in planning the
     Company's strategic course.

          12.  The Board considered the impact on the Company of terminating
     its existing business opportunity agreement and corporate services
     agreement with SOCO, effective as of the closing of the Transactions,
     and the need to enter into the Transition Agreement with SOCO for the
     one-year period following the closing.  The Board further considered the
     impact of having Messrs. Snyder and Johnson, SOCO's representatives,
     resign from the Board at the closing of the Transactions.

          13.  The Board considered the implications of having additional
     preferred stockholders in the Company owning (based on the assumptions
     set forth above in paragraph number 8.) initially approximately 35% in
     the aggregate (and up to approximately 40% in the aggregate) of the
     voting power of the Company's outstanding voting securities and the
     conflicts of interest that might arise and the potential discouraging
     effect on other transactions that might result from such shareholding.

          14.  The Board considered the purchase price of $25.00 per share
     for each share of New Preferred Stock and the formula for determining
     the conversion price for the New Preferred Stock (including the fact
<PAGE>
<PAGE>37
     that such conversion price could not exceed $8.80 per share), as well as
     the anticipated price range for the sale of Patina Shares in the
     Secondary Offering, and the relationship of such prices to the current
     and historical market prices of the Company's Common Stock.  The Board
     noted in its considerations that the conversion price in respect of the
     New Preferred Stock (including the maximum price) had been negotiated
     and set at the time that the Company's Common Stock was trading on the
     NYSE around $8.00 per share.

          15.  The Board considered the fact that the New Preferred Stock
     Issuance was conditioned upon A.G. Edwards' confirmation that the
     consideration to be paid to the Company for the New Preferred Stock is
     comparable to other privately placed convertible preferred equity
     securities and as a result is fair, from a financial point of view, to
     the Non-Affiliated Stockholders as of the date of such issuance.  In
     addition, the Board considered that the consummation of the Patina Share
     Repurchase was conditioned upon the Company's receipt of sufficient
     funds to finance such repurchase through the New Preferred Stock
     Issuance or available bank borrowings.  The Board also considered the
     fact that if, under certain circumstances described herein, SOCO
     determined not to proceed with the Transactions, the Company would be
     entitled to receive certain expense reimbursement payments from SOCO.

     The foregoing discussion of the information and factors considered and
given weight by the Company's Board of Directors is not intended to be
exhaustive.  In view of the variety of factors considered in connection with
its evaluation of the Transactions, the Board did not find it practicable to,
and did not, quantify or otherwise assign relative weights to the specific
factors considered in reaching its determinations.  At the meeting of the
Company's Independent Committee on July 30, 1997, the Independent Committee
determined to recommend that the Board approve the Transactions and, in
reaching this determination, the Independent Committee considered a number of
factors, including the factors outlined above (other than the factors related
to the Independent Committee's recommendation).

Approval of the Transactions

     The Board of Directors of the Company established an Independent
Committee consisting of independent directors not affiliated with either the
Company or SOCO and such committee has recommended to the Board of Directors
that the Board approve the Transactions as being fair, from a financial point
of view, to the Company and its stockholders. In reaching its conclusion as
to the fairness of the Transactions, the Independent Committee considered the
oral advice, confirmed later in writing, of its financial advisor, A.G.
Edwards, which is subject to certain assumptions and conditions, concerning
the fairness from a financial point of view, as of July 30, 1997, to the Non-
Affiliated Stockholders of the Patina Share Repurchase and the consideration
to be paid to the Company for the New Preferred Stock.  Assuming that
relevant conditions and circumstances do not change materially, A.G. Edwards'
advice will be confirmed in an opinion to be delivered to the Independent
Committee as of the date of the consummation of the initial sale of New
Preferred Stock and is conditioned upon the occurrence of all the
<PAGE>
<PAGE>38
Transactions and the expiration, unexercised, of the SOCO Options.  A.G.
Edwards is one of the Underwriters of the Secondary Offering.  See "--
Secondary Offering" below.

     The Company's Board of Directors, after careful consideration, has
unanimously determined that the Transactions are fair to and in the best
interests of the Company and its stockholders.  Accordingly, the Board of
Directors has approved the Transactions and recommends that stockholders vote
FOR approval and adoption of the Transactions.  In reaching its
determination, the Board of Directors considered, among other things, the
recommendation of the Independent Committee that the Board approve the
Transactions and the consideration by the Independent Committee of A.G.
Edwards' fairness opinion.  See "--Reasons for the Transactions."

Opinion of Financial Advisor to the Independent Committee

     The Independent Committee retained A.G. Edwards to act as its financial
advisor and to render an opinion (i) regarding the fairness, from a financial
point of view, to the Non-Affiliated Stockholders of the Patina Share
Repurchase and (ii) that, taking into account the terms and conditions of the
New Preferred Stock, the consideration to be paid to the Company for the New
Preferred Stock is comparable to other privately placed convertible preferred
equity securities and as a result is fair, from a financial point of view, to
the Non-Affiliated Stockholders.

   
     On July 30, 1997, A.G. Edwards rendered to the Independent Committee its
oral opinion (which was later confirmed in writing) that, as of such date and
based upon and subject to certain matters, (i) the Patina Share Repurchase is
fair, from a financial point of view, to the Non-Affiliated Stockholders; and
(ii) the consideration to be paid to the Company for the New Preferred Stock,
taking into account the terms and conditions of the New Preferred Stock, is
comparable to other privately placed convertible preferred equity securities
and, as a result, is fair from a financial point of view, to the
Non-Affiliated Stockholders.  Assuming that relevant conditions and
circumstances do not change materially, A.G. Edwards will confirm the advice
contained in its July 30 opinion in a final opinion to be delivered to the
Independent Committee as of the date of the consummation of the initial sale
of New Preferred Stock.  If A.G. Edwards does not, at the time of the
consummation of the initial sale of New Preferred Stock, confirm its advice
regarding the fairness to the Non-Affiliated Stockholders from a financial
point of view, of the consideration to be paid to the Company for the New
Preferred Stock, the Company shall have the right to decline to sell any
shares of New Preferred Stock in connection with the consummation of the
Transactions.  See "Description of the Definitive Agreements--Preferred Stock
Purchase Agreement--Conditions to Closing."  A.G. Edwards was not requested
to and will not express any opinion on the Secondary Offering or the
Management Stock Issuances or the determination by the Company and the Board
to consummate (including their determination of the manner of consummation)
any of the Transactions, including without limitation the issuance and sale
of the New Preferred Stock. A.G. Edwards' opinion assumes, and the final
opinion will be conditioned upon, the consummation of all of the Transactions

    <PAGE>
<PAGE>39
   
and will be further conditioned on the expiration, unexercised, of the SOCO
Options granted by SOCO to the New Preferred Stock Investors and Mr. Edelman.
    

     A.G. Edwards is a nationally recognized securities and investment
banking firm engaged in, among other things, the valuation of businesses and
their securities in connection with mergers and acquisitions, leveraged
buyouts, negotiated underwritings, competitive biddings, private placements
and valuations for estate, corporate and other purposes.  A.G. Edwards was
selected as financial advisor based upon such expertise, its reputation in
investment banking and mergers and acquisitions, and its historical
relationship with the Company and certain of the Company's stockholders.  As
part of the Gerrity Acquisition, A.G. Edwards was engaged by the Company to
deliver a written opinion regarding the fairness to Gerrity from a financial
point of view, of its entering into a certain Subordinate Loan Agreement,
dated as of May 2, 1996 by and among Gerrity, as borrower, and SOCO
Wattenberg Corporation ("SWAT"') and the Company, as lenders, as amended by
an amendment dated May 2, 1996, and A.G. Edwards received a fee for that
opinion.  A.G. Edwards was also engaged to deliver a written opinion
regarding the fairness, from a financial point of view, to the holders of
Gerrity's Preferred Stock of a transaction pursuant to which holders of
Depository Shares, representing an interest in one-eighth of a share of the
$12.00 Convertible Preferred Stock of Gerrity, would receive in exchange for
each Depository Share 0.527 shares of the Company's Old Preferred Stock and
A.G. Edwards received a fee for such opinion. A.G. Edwards is also engaged to
be a co-managing underwriter for the Secondary Offering, for which it will
receive customary fees, and currently intends on issuing a research report on
the Company subsequent to the Secondary Offering.

   
     In arriving at its opinion dated as of July 30, 1997, A.G. Edwards
considered (among other things):  (i) the draft Stock Purchase Agreement, the
draft Stock Repurchase Agreement and the draft S-3 Registration Statement;
(ii) available information concerning the Company which it deemed relevant,
including the Company's audited financial statements for each of the years in
the three-year period ended December 31, 1996, and the Company's unaudited
financial statements for the six-month periods ended June 30, 1997 and 1996;
(iii) the unaudited capitalization of the Company at June 30, 1997 as
adjusted to give effect to the Transactions, as prepared by the Company's
management; (iv) a financial forecast prepared by the Company's management
for the six months ended December 31, 1997 and the fiscal years 1997 to 2001
(which forecasts were prepared assuming (x) the Company's future oil and gas
production remains consistent with the Company's reserve report as of
December 31, 1996, (y) wellhead oil and gas prices are based upon futures
contracts quoted in July 1997 and (z) the Company's other revenues and
expenses remain consistent with past public disclosures thereof by the
Company); (v) certain other internal operating and financial information of
the Company supplied to A.G Edwards, at its request, by the Company,
concerning the business and operations of the Company for the purposes of its
analysis; (vi) certain market data of the Company's Common Stock and Old
Preferred Stock; (vii) certain publicly available information concerning
certain other companies that it believed to be generally comparable to the
Company, and the trading of, and trading markets for, certain of such
companies' securities; (viii) information relating to the financial terms of

    <PAGE>
<PAGE>40
   
certain transactions, including selected share repurchases from control
shareholders, selected self-tender transactions and selected private
placements of publicly traded common stock that it considered relevant; (ix)
information relating to the financial terms of certain other publicly traded
and privately placed convertible preferred stock issues and straight
preferred stock issues that it considered relevant; (x) analysis of, to the
extent available, certain studies prepared by a variety of third parties
regarding premiums paid in transactions involving restricted stock; and (xi)
other information that it considered relevant to its analysis.  In addition,
A.G. Edwards met with members of management of the Company to discuss certain
of the foregoing items and other matters it believed relevant to its inquiry.
    

   
     In rendering its opinion dated as of July 30, 1997, A.G. Edwards has
relied upon and assumed, without independent verification, the accuracy,
completeness and fair presentation of all financial and other information,
publicly available or furnished to, or otherwise discussed with or reviewed
by A.G. Edwards for purposes of such opinion, and such opinion is conditioned
upon such information being complete and accurate in all material respects. 
With respect to financial forecasts and other information provided to or
otherwise discussed with A.G. Edwards, it assumed, and it has been advised by
the senior management of the Company, that such forecasts and other
information were reasonably prepared on a basis that reflects the best
currently available estimates and business judgments of the senior management
of the Company. A.G. Edwards did not prepare or utilize different financial
forecasts other than the financial forecasts delivered to it by the Company. 
The Independent Committee has not specifically engaged A.G. Edwards to, and
therefore A.G. Edwards has not, verified the accuracy or completeness of any
such information nor has A.G. Edwards made any evaluation or appraisal of any
assets or liabilities of the Company. A.G. Edwards' July 30 opinion does not
address the relative merits of the New Preferred Stock or the Patina Share
Repurchase as compared to any other transaction in which the Company might
engage and such opinion was necessarily based upon financial information as
of July 25, 1997 and other conditions and circumstances existing and
disclosed to it as of July 30, 1997.

    

     The full text of the opinion of A.G. Edwards dated July 30, 1997 setting
forth the assumptions made, matters considered and limitations on reviews
undertaken, is attached hereto as Annex F to this Proxy Statement and is
incorporated herein by reference.  The Company's stockholders are urged to
read the July 30 opinion, together with the assumptions and considerations
set forth therein, in its entirety.  A.G. Edwards' July 30 opinion as
expressed herein, in any event, is limited to:  (i) the fairness, from a
financial point of view, of the Patina Share Repurchase to the Non-Affiliated
Stockholders and (ii) that, taking into account the terms and conditions of
the New Preferred Stock, the consideration to be paid to the Company for the
New Preferred Stock is comparable to other privately placed convertible
preferred equity securities and, as a result, is fair, from a financial point
of view, to the Non-Affiliated Stockholders, and does not constitute a
recommendation to any stockholder of the Company as to how such stockholder
should vote at the Meeting.  The summary of the July 30 opinion of A.G.
Edwards set forth in this Proxy Statement is qualified in its entirety by
reference to the full text of such opinion.
<PAGE>
<PAGE>41
     The following is a summary of the analyses used by A.G. Edwards in
rendering its July 30 opinion.

     Comparable Company Analysis.  Using publicly available information, A.G.
Edwards reviewed and compared the Company with financial and operating
information of 14 publicly traded oil and gas companies (the "Comparable
Companies").  A.G. Edwards considered domestic companies primarily producing
in the Rocky Mountain region, companies primarily operating in mature basins
with blanket formations or companies that have grown primarily through an
aggressive domestic acquisition strategy.  Comparable Companies considered
were Barrett Resources Corp.; Cabot Oil & Gas Corp.; Costilla Energy, Inc.;
Devon Energy Corp.; HS Resources, Inc.; Key Production Company, Inc; Lomak
Petroleum, Inc.; Mallon Resources Corp.; National Energy Group, Inc.; Plains
Resources Inc.; Prima Energy Corp.; Titan Exploration, Inc.; Tom Brown, Inc.;
and Vintage Petroleum, Inc.

     A.G. Edwards considered, among other things:  (i) the Comparable
Companies' market capitalization (common equity value, plus the book value of
debt, minority interest and the market value or liquidation preference of
preferred stock less cash and marketable securities) to the latest twelve
months ("LTM") earnings before interest expense, income taxes, depreciation,
depletion and amortization, exploration expense and any non-recurring revenue
and expenses ("EBITDAX") and 1997 and 1998 estimated EBITDAX based on
currently available research reports as of July 25, 1997; (ii) the Comparable
Companies' market equity value to LTM cash flow from operations before
changes in working capital ("CFFO") and 1997 and 1998 estimated CFFO based on
FirstCall Research estimates or currently available research reports as of
July 25, 1997; (iii) the Comparable Companies' market capitalization to 1996
million cubic feet of gas equivalent, and (iv) the similarity of such
companies to the Company.  Applying the results of this analysis to the
relevant Company financial results and the Company's management projections
yielded an implied range of common equity per share values of $5.97 to
$11.75.

     No company used in A.G. Edwards' analysis is identical to the Company. 
A.G. Edwards' analysis involves complex considerations and judgments
concerning differences in the potential financial and operating
characteristics of the Comparable Companies and other factors regarding the
trading values of the Comparable Companies.

     Stock Repurchases from Controlling Stockholders.  A.G. Edwards reviewed
the premiums paid in selected transactions in which companies acquired 20% or
more of their outstanding shares from a controlling shareholder since
September 1994 (the "Selected Transactions").  The Selected Transactions
consist of the following transactions (the company that repurchased shares is
listed first; the controlling shareholder from whom shares were acquired is
listed second):  ShopKo Stores, Inc./Supervalu Inc.; REFAC Technology
Development Corp./Eugene M. Lang; NutraMax Products, Inc./MEDIQ, Inc.,
Executive Risk Inc./Aetna Casualty and Surety Co.; AEP Industries Inc./
J. Brendan Barba; Gryphon Holdings Inc./Willis Corroon Group plc; HPSC, Inc./
Healthco International, Inc.; and Empire of Carolina, Inc./Maurice A.
Halperin and Barry S. Halperin.  Analysis of these transactions indicated a
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<PAGE>42
range of purchase price premiums (discounts) of approximately -5% to 10%. 
Applying the results of this analysis to the Company's common equity price of
$8.625 per share (as of July 25, 1997) yielded an implied range of common
equity per share values of $8.19 to $9.49.

     Discounted Cash Flow Analysis.  In order to establish a range of
intrinsic values for the Company's common equity, A.G. Edwards analyzed the
range of potential values of the equity based on the results of its
discounted cash flow analysis.  A.G. Edwards performed the discounted cash
flow analysis using the financial projections prepared by the Company's
management, and based upon reasonable terminal value growth rate assumptions,
to estimate the value of future cash flows set forth in such projections. 
A.G. Edwards utilized the operating cash flows for the six months ending
December 31, 1997 and the fiscal years ending December 31, 1998 through 2001,
as projected by the Company's management and a range of discount rates and
terminal value growth rate assumptions.

     In calculating the range of values for the Company's common equity, A.G.
Edwards used several assumptions in its discounted cash flow analysis,
including:  (i) a discount rate range of 11.0% to 13.0% based upon the
weighted average cost of capital of comparable companies adjusted for
specific risks related to the Company, and (ii) terminal growth rate range of
3.0% to 4.0%.  Based on this analysis, A.G. Edwards determined the present
value of the Company's common equity per share to be between $3.74 to $13.45.

     Other Types of Minority Block Sales; Premiums and Discounts Paid.  A.G.
Edwards reviewed various factors including:  (i) the premiums paid in
self-tender transactions analyzed by percent of shares sought through the
tender offer; (ii) the discounts paid in private placements of publicly
traded common stock; and (iii) the gross spread underwriting discounts in
secondary common stock offerings.  These studies indicated a range of
purchase premiums (discounts) over the prevailing markets price of
approximately -40% to 40%.  Applying the overall results of these analyses to
the Company's common equity price of $8.625 per share (as of July 25, 1997)
yielded an implied range of common equity per share values of $5.18 to
$12.08.

     Convertible Preferred Pricing Analysis.  In order to establish a range
of intrinsic values for the Company's New Preferred stock, A.G. Edwards
analyzed the range of potential values as the sum of two components:  (i) a
straight preferred stock; and (ii) a warrant for the underlying common
shares. The calculations were performed based largely upon analyses of
publicly traded securities, reduced by discounts normally observed in
privately placed equity security transactions.

     A.G. Edwards analyzed the straight preferred component utilizing the
dividend rate of the New Preferred Stock of 8.50% and a discount rate
comprised of a 3.0% to 4.0% spread over the appropriate treasury security.

     In calculating the range of values for the option component, A.G.
Edwards used several assumptions, along with the Black-Scholes option pricing
model, including:  (i) a current Company common stock price of $8.625 per
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<PAGE>43
share (as of July 25, 1997); (ii) a conversion price of $8.80, (iii) a time
period of three years; (iv) a volatility range of 35.0% to 70.0% based on the
implied volatilities of selected convertible preferred securities of selected
energy companies, the implied volatilities of certain comparably rated
convertible preferred securities and the historical volatilities of companies
believed to be comparable to the Company; and (v) a risk free rate of 5.94%. 
Based on this analysis, A.G. Edwards determined the per share value of the
New Preferred Stock as a publicly traded security to be between $27.11 and
$33.25.  A.G. Edwards compared this implied value to the $25 per share issue
price to arrive at an implied discount on the New Preferred Stock as a
privately placed security of 8% to 33%.  A.G. Edwards considered the
appropriateness of this implied discount in context with certain terms of the
New Preferred Stock including:  (i) the cap on the conversion price of $8.80
(which upon subsequent request of the Independent Committee, A.G. Edwards
estimated the value separately at between $1.0 and $2.0 per preferred share);
(ii) the absence of registration rights for two years; (iii) dividends
payable-in-kind for two years; (iv) a two year prohibition on the investors'
ability to sell any of the Company's securities short; (v) the New Preferred
Stock is not transferable for the first year and transferability is limited
in the second year; and (vi) a five year standstill restricting the
acquisition of additional equity interests in the Company, limiting
dispositions to large holders and prohibiting various actions seeking to
effect a change of control of the Company, and after considering A.G.
Edwards' review of certain studies of discounts of restricted stocks to the
prices of freely traded securities, including the following (median or mean
discounts are in parentheses):  (i) private placements of 59 publicly traded
common stock issues (to the extent that such information was publicly
available from January 1, 1994 to July 25, 1997) (16%); (ii) "Institutional
Purchases of Restricted Securities"/Securities and Exchange Commission (26%);
(iii) "Discounts for Lack of Marketability for Closely Hold Business
Interests"/Michael J. Maher (35%); (iv) "Revenue Ruling 77-287 Revised"/
Standard Research Consultants (45%); (v) Unpublished Report/Willamette
Management Associates, Inc. (31%); and (vi) "Discounts on Restricted Stock:
The Impact of Illiquidity on Stock Prices"/William L Silber (34%).  Based
upon these analyses and market conditions as of July 30, 1997, A.G. Edwards
concluded in its July 30 opinion that, when taken as a whole, the implied
discounts were appropriate given the terms of the New Preferred Stock and
discounts normally received in restructured equity securities transactions
and therefore the consideration to be paid to the Company for the New
Preferred Stock is comparable to other privately placed convertible preferred
securities and, as a result, is fair from a financial point of view, to the
Non-Affiliated Stockholders.  These results were confirmed after A.G. Edwards
reviewed, for reasonableness, the terms of the New Preferred Stock against
information available to A.G. Edwards on other selected privately placed
convertible preferred securities.

     The summary of the A.G. Edwards report set forth above does not purport
to be a complete description of the main elements of A.G. Edwards'
presentation to the Independent Committee on July 30, 1997.  It does not
purport to be a complete description of the analyses performed, or the
matters considered, by A.G. Edwards in rendering its July 30 opinion.  A.G.
Edwards believes that its analyses and the summary set forth above must be
<PAGE>
<PAGE>44
considered as a whole and that selecting portions of such analyses, without
considering all analyses, or of the above summary, without considering all
factors and analyses, would create an incomplete view of the processes
underlying the analyses set forth in the A.G. Edwards report and its July 30
fairness opinion.  The fact that any specific analyses have been referred to
in the summary above is not meant to indicate that such analysis was given
greater weight than any other analyses.

     The preparation of a fairness opinion is not necessarily susceptible to
partial analyses or summary.  In rendering its July 30 fairness opinion, A.G.
Edwards applied its judgment to a variety of complex analyses and
assumptions.  A.G. Edwards may have given various analyses more or less
weight than other analyses, and may have deemed various assumptions more or
less probable than other assumptions.  The assumptions made, and the
judgments applied, by A.G. Edwards in rendering its July 30 opinion are not
readily susceptible to description beyond that set forth in the written text
of such opinion itself.

     In performing its analyses, A.G. Edwards made numerous assumptions with
respect to industry performance and general business and economic conditions,
which are beyond the control of the Company.  The analyses performed by A.G
Edwards are not necessarily indicative of actual values or actual future
result, which may be significantly more or less favorable than suggested by
such analyses.  Such analyses were prepared solely as part of A.G. Edwards'
analysis of (i) the fairness, from a financial point of view, of the Patina
Share Repurchase to the Non-Affiliated Stockholders and (ii) the fairness,
from a financial point of view, of the consideration to be paid to the
Company for  the New Preferred Stock, taking into account the terms and
conditions of the New Preferred Stock, to the Non-Affiliated Stockholders,
and were provided to the Independent Committee in connection with the
delivery of A.G. Edwards' July 30 fairness opinion.  In addition, as
described above, A.G. Edwards' July 30 opinion and presentation to the
Independent Committee was one of many factors taken into consideration by the
Independent Committee in making its determination to recommend that the
Company's Board of Directors approve the Transactions.

     The terms of engagement of A.G. Edwards by the Independent Committee are
set forth in a letter agreement between A.G. Edwards and the Independent
Committee (the "Engagement Letters").  Pursuant to the terms of the
Engagement Letter, as compensation for rendering its financial advisory
services and its opinions to the Independent Committee, the Company agreed to
pay A.G. Edwards a fee of $250,000, payable at the time of the rendering of
the final opinion as of the consummation of the initial sale of New Preferred
Stock.  In addition, the Company agreed to reimburse A.G. Edwards for the
reasonable fees and expenses of A.G. Edwards' counsel and for A.G. Edwards'
travel and out-of-pocket expenses incurred in connection with its engagement. 
The Company also agreed to indemnify A.G. Edwards against certain liabilities
in connection with the engagement of A.G. Edwards.
<PAGE>
<PAGE>45
   

Interests of Certain Persons in the Transactions

     Certain directors and officers of the Company and SOCO and certain of
their respective affiliates, as well as certain nominees of the New Preferred
Stock Investors, have interests described herein that present them with
potential conflicts of interest as a result of the Transactions.  The
Company's Board of Directors and the Independent Committee were aware of such
potential conflicts and considered them in connection with the approval of
the Transactions.

     SOCO's Participation in the Transactions.  SOCO will be selling a
portion of its Patina Shares in the Secondary Offering and, in the Patina
Share Repurchase, the Company will repurchase all remaining Patina Shares
that are not sold in the Secondary Offering, in each case as described below
under "--Secondary Offering" and "--Patina Share Repurchase."  As a result of
the Transactions, SOCO will sell all 14,000,000 Patina Shares that it
currently owns.  Each of SOCO and the Company will bear its own expenses
incurred in the Transactions (which, in the case of the Company, are
estimated to equal approximately $900,000), except under certain limited
circumstances as described under "Description of the Definitive Agreements--
Share Repurchase Agreement-- Expense Payments" in which SOCO has agreed to
reimburse the Company for expenses up to certain limited amounts.  Pursuant
to the Registration Rights Agreement between SOCO and the Company dated
May 2, 1996, the Company has agreed to bear the expenses relating to the
Secondary Offering, except for SOCO's legal expenses and underwriting
commissions, which will be paid by SOCO.

    

     Management Stock Issuances.  As described below under "--Management
Stock Issuances", the Company has agreed to sell shares of Common Stock to
the Management Investors.  In addition, the Company will award the Management
Investors, subject to certain vesting requirements, shares of restricted
Common Stock.  See "Description of the Definitive Agreements--Management
Stock Purchase Agreement and Restricted Stock Awards" for a description of
the material terms contained in the agreements related to the Management
Stock Issuances.

     Employment Arrangements with Mr. Edelman.  The Company and Mr. Edelman,
the Chief Executive Officer of the Company, have entered into a three-year
employment agreement which will become effective concurrently with the
closing of the Secondary Offering and the Management Stock Issuances. See
"Management--Edelman Employment Agreement and Related Matters."

     Certain Changes in the Company's Board of Directors.  As a condition of
the consummation of the New Preferred Stock Issuance, the members of the
Company's Board of Directors affiliated with SOCO, Mr. John C. Snyder and Mr.
William J. Johnson, will resign from the Board and will be replaced by
persons designated by First Reserve Fund VII, Limited Partnership and Chase
Venture Capital Associates, L.P., the two largest holders of shares of the
New Preferred Stock. First Reserve Fund VII, Limited Partnership has
designated Mr. William E. Macaulay and Chase Venture Capital Associates, L.P.
has designated Mr. Arnold L. Chavkin. See "Management--Directors and
Executive Officers."
<PAGE>
<PAGE>46
   
     Grant of Options by SOCO.  In connection with their commitment to
purchase the New Preferred Stock, SOCO has granted the New Preferred Stock
Investors the Investors' Options. SOCO has also granted Mr. Edelman the
Edelman Options.  In general, the SOCO Options will only be exercisable in
certain circumstances following the termination of the Secondary Offering and
the Share Repurchase Agreement.  For additional details in respect of the
SOCO Options, see "Description of Definitive Agreements--SOCO Option
Agreements."
    

     Termination of Certain Arrangements with SOCO; Transition Agreement.  At
the time Patina Shares are sold in the Secondary Offering, the Company will
terminate certain arrangements it has with SOCO relating to the treatment of
certain business opportunities and the provision of certain corporate
services to the Company by SOCO. In lieu thereof, the Company and SOCO will
enter into the Transition Agreement with SOCO whereby SOCO will agree to
provide the Company with certain computer and administrative services for a
period of up to one year.

     Registration Rights.  As described under "Description of the Definitive
Agreements--Preferred Stock Purchase Agreement--Registration Rights" and "--
Management Stock Purchase Agreement and Restricted Stock Awards", the Company
has agreed to grant certain registration rights to the New Preferred Stock
Investors pursuant to the Preferred Stock Purchase Agreement and to the
Management Investors pursuant to the Management Stock Purchase Agreement.

Secondary Offering

   
     General. The Company has filed a Registration Statement on Form S-3 with
the Commission, which has not yet become effective, pursuant to which the
Company will register for sale 7,500,000 Patina Shares in the Secondary
Offering (8,625,000 Patina Shares if the underwriters' overallotment option
is fully exercised, or such greater or lesser number as the underwriters, the
Company and SOCO may agree to include in the Secondary Offering).  The net
proceeds from the Secondary Offering will be paid fully to SOCO. 
Accordingly, the Company will not receive any proceeds from the Secondary
Offering.  The Secondary Offering will be underwritten by a syndicate
consisting of Smith Barney Inc., Morgan Stanley Dean Witter, A.G. Edwards &
Sons, Inc., Jefferies & Company, Inc. and PaineWebber Incorporated, pursuant
to an underwriting agreement (the "Underwriting Agreement") to be entered
into among the Company, SOCO and the Underwriters.  The Patina Shares to be
sold in the Secondary Offering may not be sold nor may offers to buy such
shares be accepted prior to the time the Registration Statement becomes
effective.  The Company expects that the Registration Statement will become
effective contemporaneously with or prior to the initial sale of New
Preferred Stock.  

     The consummation of the Secondary Offering will be conditioned upon the
consummation of the New Preferred Stock Issuance (except in certain limited
circumstances described herein under "Description of the Definitive
Agreements--Preferred Stock Purchase Agreement--Conditions to Closing") and
the Patina Share Repurchase.  In addition, SOCO's obligation to consummate
the Secondary Offering is contingent upon, among other things, the Net

    <PAGE>
<PAGE>47
   
Offering Price for the Patina Shares being sold therein not being less than
$7.0875 per share (or, based on a 5.5% gross commission for the Underwriters,
a Public Offering Price of $7.50 per share). 
    

     Terms of the Underwriting for the Secondary Offering.  The Underwriting
Agreement will provide that the obligations of the several Underwriters to
pay for and accept delivery of the Patina Shares offered in the Secondary
Offering will be subject to the approval of certain legal matters by counsel
and to certain other conditions. The Underwriters will be obligated to take
and pay for all Patina Shares offered thereby (other than those covered by
the overallotment option) if any such shares are taken.  The Underwriters
will sell the Patina Shares directly to the public at the Public Offering
Price (although part of the Patina Shares may be sold to certain dealers at a
price which represents a concession to  the Public Offering Price).  The
Public Offering Price, the actual gross commission for the Underwriters
(which the Company currently believes will be a 5.5% gross commission) and
any concessions in respect thereof will not be determined until the Company
and the Underwriters agree to the final pricing in respect of the Secondary
Offering.  The determination of the Public Offering Price will in turn
determine (i) the Net Offering Price (which will reflect the gross commission
to be paid to the Underwriters), (ii) the price to be paid by the Company for
Patina Shares purchased in the Patina Share Repurchase (which will equal the
Net Offering Price), (iii) the price to be paid by the Management Investors
for shares acquired under the Management Stock Purchase Agreement (which will
equal the Public Offering Price) and (iv) the conversion price for the New
Preferred Stock (which will equal the lesser of (A) 10% over the Public
Offering Price and (B) $8.80).

     SOCO will grant to the Underwriters an overallotment option to purchase
up to an additional 1,125,000 Patina Shares on the same terms per share.  The
Underwriters will be entitled to exercise such option on or before the
thirtieth day from the date of the public offering of the Patina Shares in
the Secondary Offering and only to cover over allotments made of the shares
in connection with such offering.  Under the terms of the Share Repurchase
Agreement, if the Underwriters exercise their overallotment option (in part
or in full), the Company's obligation to repurchase any remaining Patina
Shares will be automatically adjusted to reflect the additional Patina Shares
sold in the Secondary Offering.

     A.G. Edwards, one of the Underwriters, has been engaged by the
Independent Committee as its financial advisor.  See "--Opinion of the
Financial Advisor to the Independent Committee."  The Company and SOCO will
agree to indemnify the several Underwriters against certain liabilities,
including liabilities under the Securities Act.

Patina Share Repurchase

   
     Pursuant to a Share Repurchase Agreement, dated as of July 31, 1997, the
Company has agreed with SOCO to purchase the balance of the Patina Shares
(6,500,000 shares, assuming no exercise of the Underwriters' overallotment
option and the sale of 7,500,000 shares in the Secondary Offering; 5,375,000
shares, assuming exercise of such option in full; or such greater or lesser

    <PAGE>
<PAGE>48
   
number of shares, if the underwriters, the Company and SOCO agree to include
fewer or additional Patina Shares in the Secondary Offering), at a price per
share equal to the Net Offering Price. The Company will repurchase such
Patina Shares concurrently with the sale of the New Preferred Stock and the
sale of Patina Shares in the Secondary Offering and the concurrent repurchase
of such Patina Shares will be a condition to the sale of Patina Shares in the
Secondary Offering.  For a description of the material terms of the Share
Repurchase Agreement, see "Description of the Definitive Agreements--Share
Repurchase Agreement."
    

New Preferred Stock Issuance

     Pursuant to the Preferred Stock Purchase Agreement, dated as of July 31,
1997, the Company has agreed to sell an aggregate of between 1,600,000 and
2,520,000 shares of New Preferred Stock to the New Preferred Stock Investors
at a purchase price of $25.00 per share, for an aggregate purchase price of
between $40.0 million and $63.0 million, respectively. The exact number of
shares of New Preferred Stock to be sold to the New Preferred Stock Investors
will be determined by the Company in its discretion at or shortly before the
time of sale. To the extent that the Company elects to sell more than
1,600,000 (but less than 2,520,000) shares of New Preferred Stock
concurrently with the sale of Patina Shares in the Secondary Offering, it
shall retain the right to sell, in a subsequent sale, up to the balance of
such shares to the New Preferred Stock Investors at any time prior to
December 31, 1997 for a purchase price of $25.00 per share (subject to the
satisfaction of certain conditions).  For a description of the material terms
of the New Preferred Stock, including dividend rights and redemption,
conversion and voting provisions, see "Description of the Definitive
Agreements--Preferred Stock Purchase Agreement."

Management Stock Issuances

   
     Concurrently with the sale of Patina Shares in the Secondary Offering,
the Company will sell, pursuant to the Management Stock Purchase Agreement,
shares of Common Stock having an aggregate value of $3 million to the
Management Investors at a purchase price per share equal to the Public
Offering Price, with Mr. Edelman committing to purchase an aggregate of $2.0
million of shares of Common Stock (or, assuming a Public Offering Price of
$8.50 per share, 235,294 shares) and the other Management Investors
committing to purchase an aggregate of $1.0 million of shares of Common Stock
(or, assuming a Public Offering Price of $8.50 per share, 117,647 shares). 
In connection with these sales, the Company will loan to each Management
Investor (other than Mr. Edelman) up to 85% of such purchase price pursuant
to five-year 8.5% loans which will be secured by all of the shares of Common
Stock purchased by, or awarded to, such Management Investor.  In addition,
concurrently with the sale of Patina Shares in the Secondary Offering, the
Company also intends to award an aggregate of 500,000 shares of restricted
Common Stock to the Management Investors, of which Mr. Edelman will receive
350,000 shares and the other remaining Management Investors receiving, in the
aggregate, 150,000 shares.  The ownership of such shares will vest over a
five-year period at the rate of 20% per year.
    <PAGE>
<PAGE>49
     For a description of the material terms of the Management Stock Purchase
Agreement and the restricted awards, see "Description of the Definitive
Agreements--Management Stock Purchase Agreement and Restricted Stock Awards."

Tax Consequences of Transactions; Accounting Treatment

   
     The Transactions will not be taxable transactions to holders of Common
Stock other than SOCO.  Holders of Common Stock should note that, while the
conversion price of the New Preferred Stock will be adjusted upon the
occurrence of certain events, it will not always be subject to a "full
adjustment" (as defined in applicable U.S. Treasury regulations) upon the
distribution of a Common Stock dividend or rights to acquire such stock.  As
a result, the proportionate interests in the Company of holders of Common
Stock will increase in these circumstances.  Such increase will be treated as
a distribution to holders of the Company's Common Stock for United States
federal income tax purposes, taxable as ordinary income to the extent of the
Company's current and accumulated earnings and profits.  The preceding tax
discussion is based upon advice received by the Company from its tax counsel. 
The Company's stockholders should consult their own tax advisors concerning
the tax consequences of the issuance of the New Preferred Stock in light of
their particular situations.
    

     Upon the consummation of the Transactions, the Company will reflect in
its financial statement a reduced number of weighted average shares
outstanding as a result of the net impact on shares outstanding of the Patina
Share Repurchase taken together with the New Preferred Stock Issuances. 
Except for such change in weighted average shares outstanding and the New
Preferred Stock dividends, there will not be any significant changes to the
Company's accounting treatment resulting from the consummation of the
Transactions.

Sources and Uses of Funds for the Transactions

   
     The following table sets forth the anticipated sources and uses of funds
applicable to the Company in connection with the consummation of the
Transactions (assuming a range of Public Offering Prices from $7.50 per share
to $8.50 per share and assuming a gross underwriting commission of 5.5%). 
Although the Company's management believes the anticipated amounts set forth
below are reasonable estimates based on the circumstances existing as of the
date of this Proxy Statement, actual sources and uses may differ from those
set forth below.
    
<PAGE>
<PAGE>50
   
<TABLE>
<CAPTION>
                                                       Assumed Public Offering Price
                                             -----------------------------------------------
                                                 $7.500           $8.000           $8.500
                                             --------------  --------------   --------------
                                                               (in millions)
<S>                                         <C>              <C>              <C>

Sources of Funds:
Sale of New Preferred Stock<F2> . . . . .         $40.0            $40.0           $ 40.0
Sale of Common Stock to the Management
   Investors<F3>  . . . . . . . . . . . .           3.0              3.0              3.0
Bank borrowings<F4> . . . . . . . . . . .           4.9              7.9             11.0
                                                  -----            -----            -----
     Total  . . . . . . . . . . . . . . .         $47.9            $50.9           $ 54.0
                                                  =====            =====            =====

Uses of Funds:
Repurchase the balance of Patina Shares
  held by SOCO in the Patina Share
  Repurchase  . . . . . . . . . . . . . .         $46.1            $49.1           $ 52.2
Expenses payable by the Company . . . . .           0.9              0.9              0.9
Loans to the Management Investors<F3> . .           0.9              0.9              0.9
                                                  -----            -----            -----
     Total  . . . . . . . . . . . . . . .         $47.9            $50.9           $ 54.0
                                                  =====            =====            =====

____________________
<FN>
<F1>   Based on assumed Public Offering Prices of $7.500, $8.000 and $8.500
       per share, the assumed Net Offering Prices would be $7.088, $7.560 and
       $8.033 per share, respectively.
<F2>   Assumes 1,600,000 shares of New Preferred Stock are sold to the New
       Preferred Stock Investors at a price per share of $25.00.
<F3>   The Management Investors will purchase $3.0 million of Common Stock at
       the Public Offering Price, of which up to $850,000 will be funded with
       loans from the Company. See "--Management Stock Issuances."
<F4>   Assumes 7,500,000 Patina Shares are sold in the Secondary Offering and
       the Underwriters' overallotment option is not exercised.  If the
       Underwriters' overallotment option is fully exercised, the Company
       will not need to make any bank borrowings to finance the Patina Share
       Repurchase.
</TABLE>

    
<PAGE>
<PAGE>51
                   DESCRIPTION OF THE DEFINITIVE AGREEMENTS

     The following are summaries of the material provisions of the Share
Repurchase Agreement, the Preferred Stock Purchase Agreement, the form of the
Management Stock Purchase Agreement, the form of the Restricted Stock Award
Agreement and the form of the SOCO Option Agreements, each of which appears
as Annex A, B, C, D and E, respectively, to this Proxy Statement, and each of
which is incorporated herein by reference. Such summaries are qualified in
their entirety by reference to the respective agreement being summarized.  In
addition, although the Company's management believes the summaries set forth
below reflect the anticipated final terms and provisions for the respective
agreements (based on the circumstances existing as of the date of this Proxy
Statement), the final share amounts to be issued and/or repurchased by the
Company and other provisions contained in such agreements may differ from the
amounts or provisions described below.

Share Repurchase Agreement

  General

   
     Pursuant to a Share Repurchase Agreement, dated as of July 31, 1997, the
Company has agreed with SOCO to purchase the balance of the Patina Shares
(6,500,000 shares, assuming no exercise of the Underwriters' overallotment
option and the sale of 7,500,000 shares in the Secondary Offering; 5,375,000
shares, assuming exercise of such option in full; or such greater or lesser
number of shares, if the underwriters, the Company and SOCO agree to include
fewer or additional Patina Shares in the Secondary Offering), at a price per
share equal to the Net Offering Price.  In the Share Repurchase Agreement,
SOCO has exercised one of its demand registration rights granted to it
pursuant to the existing registration rights agreement between the Company
and SOCO in respect of the registration of the Patina Shares to be sold in
the Secondary Offering.
    

  Conditions to Repurchase

     The Company anticipates that it will repurchase Patina Shares pursuant
to the Share Repurchase Agreement concurrently with the sale of the New
Preferred Stock and the sale of Patina Shares in the Secondary Offering and
the concurrent repurchase of such Patina Shares will be a condition to the
sale of Patina Shares in the Secondary Offering.

     SOCO's obligation to close under the Share Repurchase Agreement is
conditioned upon, among other things, (i) the Public Offering Price in the
Secondary Offering not being below $7.50 per share (or, based on a gross
commission of 5.5% for the Underwriters, a Net Offering Price to SOCO of
$7.0875 per share) and (ii) at least 5,000,000 Patina Shares being sold in
the Secondary Offering.  The Company's obligation to close under the Share
Repurchase Agreement is conditioned upon, among other things, Messrs. Snyder
and Johnson resigning from the Company's Board of Directors.  The Share
Repurchase Agreement also requires as a condition to closing that the
Company's existing business opportunity agreement and corporate services
<PAGE>
<PAGE>52
agreement with SOCO be terminated and that the one-year Transition Agreement
become effective at such closing.

  Expense Payments

     The Company will be entitled to certain expense reimbursement payments
from SOCO under the circumstances described below.

     If the Secondary Offering is not consummated for any reason and, within
twelve months (or, in certain circumstances, six months) after the Secondary
Offering is withdrawn or the Share Repurchase Agreement is terminated, SOCO
sells control of the Company in a transaction that is neither approved by the
Independent Committee nor includes at least a majority of the minority
stockholders' shares (a "SOCO Sale Transaction"), then SOCO will pay to the
Company a non-accountable expense reimbursement of $2,000,000.  If the
Secondary Offering is not consummated for any reason and, within twelve
months (or, in certain circumstances, six months) after the Secondary
Offering is withdrawn or the Share Repurchase Agreement is terminated, SOCO
sells control of the Company in a transaction that is either approved by the
Independent Committee or includes at least a majority of the minority
stockholders' shares (a "Company Sale Transaction"), then SOCO will not make
any expense payments to the Company.  If the Secondary Offering is not
consummated for any reason and, within twelve months (or, in certain
circumstances, six months) after the Secondary Offering is withdrawn or the
Share Repurchase Agreement is terminated, neither a SOCO Sale Transaction nor
a Company Sale Transaction occurs, then SOCO will pay to the Company a non-
accountable expense reimbursement of $500,000 (unless the Company shall have
breached its representations or covenants under the Share Repurchase
Agreement).

  Additional Agreements

     The Company has agreed in the Share Repurchase Agreement not to issue
any equity securities, including the New Preferred Stock (subject to certain
limited exceptions), unless the consummation of the issuance thereof is
conditioned upon the prior or simultaneous sale by SOCO of all shares of
Common Stock.

     SOCO has agreed in the Share Repurchase Agreement that, for a period of
30 days following the date a preliminary prospectus relating to the Secondary
Offering is broadly distributed, it will not take any action with respect to
the acquisition or disposition of assets or securities of the Company by any
third party.

     The Company will use the proceeds from the sale of the New Preferred
Stock and the shares of Common Stock sold pursuant to the Management Stock
Issuances, together with bank borrowings, if necessary, to pay for the Patina
Shares being repurchased from SOCO.
<PAGE>
<PAGE>53
Preferred Stock Purchase Agreement

  General

     Pursuant to the Preferred Stock Purchase Agreement, dated as of July 31,
1997, the Company has agreed to sell an aggregate of between 1,600,000 and
2,520,000 shares of New Preferred Stock to the New Preferred Stock Investors
at a purchase price of $25.00 per share, for an aggregate purchase price of
between $40.0 million and $63.0 million, respectively. The exact number of
shares of New Preferred Stock to be sold to the New Preferred Stock Investors
will be determined by the Company in its discretion at or shortly before the
time of sale. To the extent that the Company elects to sell more than
1,600,000 (but less than 2,520,000) shares of New Preferred Stock
concurrently with the sale of Patina Shares in the Secondary Offering, it
shall retain the right to sell, in a subsequent sale, up to the balance of
such shares to the New Preferred Stock Investors at any time prior to
December 31, 1997 for a purchase price of $25.00 per share (subject to the
satisfaction of certain conditions).

  Terms of New Preferred Stock

     The New Preferred Stock will have a stated value of $25.00 per share and
will carry an 8.5% annual dividend payable quarterly. The dividend will be
payable in-kind (the "PIK Dividend") for two years from the issuance date
(the "PIK Period") and payable in cash thereafter. The PIK Dividend will be
payable based on the New Preferred Stock's stated value of $25.00 per share. 
The Company will have the right to redeem the New Preferred Stock at any
time, in whole or in part, beginning three years after the issuance date at
106% of its stated value, plus accrued and unpaid dividend thereon to the
redemption date. Thereafter, the redemption price will decline by two
percentage points per annum until the redemption price reaches the stated
value of the New Preferred Stock. The New Preferred Stock will have a
liquidation preference equal to $25.00 per share plus accrued dividends.  The
New Preferred Stock ranks pari passu by its terms with the Company's
outstanding 7.125% Convertible Preferred Stock (the "Old Preferred Stock").

   
     The New Preferred Stock will be convertible into Common Stock, based on
the $25.00 per share liquidation preference, at the option of the holders
thereof at any time at a conversion price equal to the lesser of (i) 10% over
the Public Offering Price  and (ii) $8.80.  Holders of New Preferred Stock
will be entitled to vote their shares of New Preferred Stock with the Common
Stock, based upon the number of shares of Common Stock into which the shares
of New Preferred Stock are convertible. In addition, the two holders of New
Preferred Stock holding the largest number of shares of New Preferred Stock
shall each be entitled to designate a member of the Company's Board of
Directors.
    

  Additional Commitment Payment

     As a part of the New Preferred Stock Investors' prior commitment to
purchase the New Preferred Stock, the Company will issue to them, on a pro
rata basis, at the time of the initial sale of the shares of New Preferred
<PAGE>
<PAGE>54
Stock, an aggregate of 100,000 shares of Common Stock. The New Preferred
Stock Investors will be entitled to receive the full amount of these shares
of Common Stock, regardless of how many shares of the New Preferred Stock are
actually issued, if any shares of New Preferred Stock are issued.

  Representations and Warranties

     The Preferred Stock Purchase Agreement contains customary
representations and warranties of the Company with respect to the Company and
its subsidiaries relating to, among other things:  (a) organization, standing
and qualification to do business; (b) the authorization, execution, delivery,
performance and enforceability of the Preferred Stock Purchase Agreement; (c)
the Company's capital structure; (d) noncontravention with organizational
documents, agreements, contracts and governmental regulations; (e) the
absence of certain changes or events since the date of the most recent
audited financial statements filed with the Commission, including material
adverse changes with respect to the Company; (f) pending or threatened
material litigation, certain labor matters and compliance with applicable
laws; (g) documents filed by the Company with the Commission, the accuracy of
information contained therein and the absence of undisclosed liabilities; (h)
benefit plans, employment matters and other matters relating to the Employee
Retirement Income Security Act of 1974, as amended; (i) compliance with
applicable law; (j) absence of material change in the business; (k) the
absence of defaults or violations under material contracts; (k) the filing of
tax returns and the payment of taxes; (l) title to material assets purported
to be owned by the Company; (m) necessary licenses and permits; (n)
environmental matters; (o) brokers' fees and expenses; (p) compliance with
securities laws; (q) Board of Director approval with respect to Section 203
of the Delaware General Corporation Law; and (r) the accuracy of the
information contained in the prospectus filed in connection with the
Secondary Offering and this Proxy Statement.

     The Preferred Stock Purchase Agreement also contains customary
representations and warranties of the New Preferred Stock Investors relating
to, among other things, (a) organization, standing and similar corporate
matters; (b) the authorization, execution, delivery, performance and
enforceability of the Preferred Stock Purchase Agreement and related matters;
(c) brokers' fees and expenses; (d) non-contravention with organizational
documents, agreements, contracts and governmental regulations; (e) the
absence of litigation; and (f) investment intent.

  Conduct of Business Pending the Closing

     Pursuant to the Preferred Stock Purchase Agreement, the Company has
agreed that until the initial closing of the New Preferred Stock Issuance,
the business of the Company will be conducted in the usual, regular and
ordinary course of business consistent with past practice and the Company
will use its reasonable best efforts to preserve substantially intact the
business organization of the Company.  In addition, until such initial
closing, the Company has agreed, among other things, that neither it nor its
subsidiaries will, subject to specified exceptions: (a) make any
distributions in respect of any of its capital stock, split, combine or
<PAGE>
<PAGE>55
reclassify any of its capital stock or acquire any shares of capital stock of
the Company or any of its subsidiaries; (b) amend its organizational
documents; (c) increase the number of directors of the Board of Directors
without express written consent of the New Preferred Stock Investors; (d)
make any significant acquisitions; (e) make any significant dispositions of
any of its properties or assets; or (f) adopt a plan of complete or partial
liquidation or dissolution.

  Additional Covenants

     Access to Information.  Subject to any applicable confidentiality
restrictions, the Company has agreed to cause its subsidiaries, officers,
employees, counsel, financial advisors and authorized representatives, to
afford each of the New Preferred Stock Investors and its counsel, financial
advisors, auditors and other authorized representatives reasonable access
during normal business hours to all employees, offices and other facilities
and to all books and records, and to furnish each of the New Preferred Stock
Investors or its representatives with such financial, operating and other
information with respect to the business and property of the Company and its
subsidiaries as the New Preferred Stock Investors may reasonably request.

     Stockholders' Meeting.  The Board has generally agreed, subject to its
fiduciary duties to the Company's stockholders, to (i) use its best efforts
to hold the Meeting for the purpose of taking action upon the New Preferred
Stock Issuance in accordance with the terms of the Preferred Stock Purchase
Agreement; (ii) recommend that the stockholders vote in favor of such
transactions; (iii) use its best efforts to cause this Proxy Statement to be
mailed to the stockholders at the earliest practicable time; and (iv) cause
this Proxy Statement to comply with the applicable Exchange Act regulations.

  Conditions to Closing

     The Company anticipates that shares of New Preferred Stock will be
initially sold to the New Preferred Stock Investors concurrently with the
sale of Patina Shares in the Secondary Offering; provided, however, that
under certain circumstances a portion of the proceeds from the sale of New
Preferred Stock will be paid up to seven business days following the sale of
such Patina Shares.

     The obligations of the Company and the New Preferred Stock Investors to
consummate the New Preferred Stock Issuance are subject to certain
conditions, including (i) the absence of any injunction or other legal
restraint or prohibition preventing the consummation of the New Preferred
Stock Issuance or the other Transactions, (ii) the receipt of all regulatory
and stockholder approvals necessary for the consummation of the New Preferred
Stock Issuance and (iii) the prior or simultaneous closing of the Secondary
Offering and the Patina Share Repurchase.  Due to certain filing exemptions
available to companies engaged in oil and gas production, the consummation of
the New Preferred Stock Issuance does not require filings to be made with the
Federal Trade Commission or the Antitrust Division of the Department of
Justice under the Hart-Scott-Rodino Act of 1976, as amended.
<PAGE>
<PAGE>56
     The New Preferred Stock Investors' obligation to close under the
Preferred Stock Purchase Agreement is conditioned upon, among other things,
(i) the continued accuracy of the Company's representations and warranties
and material compliance with its agreements, (ii) the appointment of the two
board designees of the New Preferred Stock Investors, (iii) (A) in the case
of the initial sale of New Preferred Stock, no less than 1,600,000 shares
(for an aggregate purchase price of $40.0 million) shall be sold (the
"Minimum Drawdown"), and (B) in the case of the second sale, if any, of New
Preferred Stock, not more than an aggregate of 2,520,000 shares (including
the shares sold in the initial sale) shall be sold (the "Maximum Drawdown"),
and (iv) in the case of the second closing, if any, the average price of the
Company's Common Stock over the ten-day period prior to the date the Company
notifies the New Preferred Stock Investors that it is electing to sell such
shares shall be at least 90% of the Public Offering Price.

     The Company's obligation to close under the Preferred Stock Purchase
Agreement is conditioned upon, among other things, the continued accuracy of
the New Preferred Stock Investors' representations and warranties and
material compliance with their respective agreements.  In addition, if the
Independent Committee's financial advisor, A.G. Edwards, does not, at the
time of the closing of the initial sale of New Preferred Stock, confirm its
advice that taking into account the terms and conditions of the New Preferred
Stock, the consideration to be paid to the Company for the New Preferred
Stock is comparable to other privately placed convertible preferred equity
securities and, as a result is fair, from a financial point of view, to the
Non-Affiliated Stockholders, then the Company shall have the right to decline
to sell any shares of New Preferred Stock in connection with the consummation
of the Transactions.  In such event, the Company may be obligated to issue an
aggregate of 230,000 shares of Common Stock to the New Preferred Stock
Investors as a termination fee, as described below under "--Termination;
Termination Fees."  In such circumstances, the Company may elect either not
to consummate the New Preferred Stock Issuance as part of the Transactions
(in which case the Company anticipates that it will fund the Patina Share
Repurchase through available borrowings under the Company's credit facility)
or to revise the terms of the New Preferred Stock Issuance prior to the
consummation thereof.

  Termination; Termination Fees

     In accordance with its terms and conditions, the Preferred Stock
Purchase Agreement may be terminated at any time: (a) by the mutual written
consent of the Company and the New Preferred Stock Investors; (b) by either
the Company or the New Preferred Stock Investors, if the initial issuance of
New Preferred Stock has not occurred or is not capable of occurring through
no fault of the party seeking to terminate on or before December 31, 1997; or
(c) by the Company, if the Company fails to obtain a "bring-down" opinion
from its financial advisor, dated as of the date of the initial issuance of
New Preferred Stock, that the consideration received by the Company for the
New Preferred Stock Issuance is fair from a financial point of view to the
Company as of such date.
<PAGE>
<PAGE>57
     If the Company exercises its right terminate the Preferred Stock
Purchase Agreement pursuant to the provision described in clause (c) of the
preceding paragraph and the New Preferred Stock Investors are not, as a
result thereof, entitled to exercise their SOCO Options (as described below
under "--SOCO Option Agreements"), the Company shall promptly issue to the
New Preferred Stock Investors, on a pro rata basis, an aggregate of 230,000
shares of Common Stock.  If the Company exercises this right, the New
Preferred Stock Investors shall not have any obligation to purchase any
shares of New Preferred Stock thereafter, and the shares of Common Stock so
issued shall be treated as "Registrable Securities" for purposes of the
registration rights granted to the New Preferred Stock Investors.

     In addition, if SOCO determines not to sell Patina Shares in the
Secondary Offering because the Net Offering Price is less than $7.0875 per
share, the Company has agreed to reimburse the New Preferred Stock Investors
for their reasonable out-of-pocket costs and expenses, subject to a maximum
reimbursement of $100,000.

  Confidentiality and Standstill Restrictions

     Confidentiality Covenants.  Subject to customary exceptions, each of the
New Preferred Stock Investors has agreed to use all non-public information
received from or on behalf of the Company solely for the purpose of
evaluating a possible transaction between the Company and such New Preferred
Stock Investor, and to keep such information confidential.

     Acquisition of Company Voting Securities.  Each of the New Preferred
Stock Investors has agreed that for a five-year period, it will not acquire,
without prior approval of the Board of Directors, additional Common Stock or
other securities eligible to vote for the election of directors (or
derivatives of such securities) (collectively, the "Company Voting
Securities") that would increase its voting power to greater than 20% of all
of the Company Voting Securities outstanding.

     Transfer Restrictions.  Each of the New Preferred Stock Investors has
agreed not to sell, transfer or otherwise dispose of any shares of New
Preferred Stock or Common Stock for a period of one year following the
initial sale of New Preferred Stock. The New Preferred Stock Investors have
further agreed that: (i) for the period from the first anniversary until the
second anniversary of the initial sale of New Preferred Stock, they will not
sell, transfer or otherwise dispose of any shares of New Preferred Stock or
Common Stock, without the prior consent of the Company's Board of Directors
(which consent will not be unreasonably withheld) or pursuant to Rule 144
under the Securities Act; and (ii) thereafter, the New Preferred Stock
Investors will be free to sell such shares but any such sale, transfer or
disposition must be in compliance with the requirements of the Securities Act
and any other applicable laws.  See "--Registration Rights" below.  In
addition to the foregoing restrictions, the New Preferred Stock Investors and
their affiliates and permitted transferees have also agreed (x) not to sell
short any of the Company's securities for a period of two years following the
initial sale of New Preferred Stock and (y) to certain standstill provisions
with respect to the Company Voting Securities, including, among other
<PAGE>
<PAGE>58
provisions, a five-year restriction on the New Preferred Stock Investors'
ability to transfer any shares of New Preferred Stock or Common Stock to any
person who, after giving effect to such transfers, would be the beneficial
owner of 7.5% or more of the aggregate voting power of all of the Company's
securities, except for transfers permitted under the Securities Act, in
connection with an underwritten offering or certain qualifying tender or
exchange offers and transfers to persons who agree to substantially similar
restrictions as those agreed to by the New Preferred Stock Investors.

     Restrictions upon Solicitations and Voting Agreements.  For a five-year
period following the initial issuance of New Preferred Stock, the New
Preferred Stock Investors are prohibited from soliciting proxies, assisting
any other person in any way in the solicitation of proxies or becoming a
"participant" in a "solicitation" or assisting any "participant" in a
"solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A
under the Exchange Act) in opposition to the recommendation of the
Independent Committee, or submit any proposal for the vote of stockholders of
the Company, or recommend, request, induce or attempt to induce any other
person to take any such actions, or seek to advise, encourage or influence
any other person with respect to the voting of the Company Voting Securities,
in each case without the prior approval of the Independent Committee.  For
such five-year period, the New Preferred Stock Investors have agreed not to
form, join in or in any other way participate in a partnership, pooling
agreement, syndicate, voting trust or other group with respect to the Company
Voting Securities, or enter into any agreement or arrangement or otherwise
act in concert with any other person, for the purpose of acquiring, holding,
voting or disposing of the Company's voting securities, in each case without
the prior approval of the Independent Committee.

     Change of Control Restrictions.  For a five-year period following the
initial issuance of New Preferred Stock, a New Preferred Stock Investor may
not seek to effect a change in control of the Company without the prior
approval of the Independent Committee.  Without limiting the generality of
the foregoing, a New Preferred Stock Investor may not (i) present to the
Company, its stockholders or any third party any proposal that can reasonably
be expected to result in a change of control of the Company or in an increase
in the Company Voting Securities beneficially owned by such New Preferred
Stock Investor as of the date of such action, (ii) publicly suggest a
willingness or desire to engage in a transaction that would result in a
change of control of the Company or in an increase in Company Voting
Securities beneficially owned by such New Preferred Stock Investor as of the
date of such action, or (iii) initiate, request, induce, encourage, or
attempt to induce or give encouragement to any other person to initiate any
proposal that can reasonably be expected to result in a change in control of
the Company or in an increase in the Company Voting Securities beneficially
owned by such New Preferred Stock Investor as of the date of such action.

     Acquisition Proposals.  For a five-year period following the initial
issuance of New Preferred Stock, if a New Preferred Stock Investor desires to
acquire control of the Company or to increase its percentage ownership of
Company Voting Securities, such New Preferred Stock Investor must submit a
proposal to the Board of Directors.  Such proposal must entail either (a) a
<PAGE>
<PAGE>59
tender offer for all outstanding Company Voting Securities not owned by such
New Preferred Stock Investor followed by a merger transaction, or (b) a
merger transaction which is conditioned on the approval of the stockholders
holding a majority of the outstanding Company Voting Securities not owned by
such New Preferred Stock Investor; and the proposal must provide that the
same consideration will be paid to all of the Company's stockholders in the
tender offer and/or merger transaction.

   
Registration Rights
    

     The Company has agreed to register with the Commission, following the
second anniversary of the New Preferred Stock Issuance, for sale to the
public the shares of New Preferred Stock, the shares of Common Stock issuable
upon conversion of shares of New Preferred Stock and the 100,000 shares of
Common Stock issued to the New Preferred Stock Investors (collectively, the
"Registrable Securities") in consideration for their prior commitment to
purchase shares of New Preferred Stock.  The New Preferred Stock Investors
holding not less than one-third of the Registrable Securities are entitled to
make, in the aggregate, three written requests ("Demand Registrations") upon
the Company for the registration of all or part of their Registrable
Securities provided that each such Demand Registration includes at least 25%
of the aggregate number of the Registrable Securities then outstanding.  The
demanding holders may also request that such Demand Registrations be in the
form of an underwritten offering.  In addition, if at any time the Company
proposes to file a registration statement under the Securities Act with
respect to an offering by the Company on its own account or for the account
of any other holders, the New Preferred Stock Investors will be entitled to
register their Registrable Securities as part of such registration (the
"Piggyback Registration").  In the event that the Company is not able to
fulfill all requests for Registrable Securities to be included in Demand
Registrations or Piggyback Registrations, the New Preferred Stock Investors
will be entitled to certain priorities over other holders to have their
Registrable Securities included in such registrations.  All registration
expenses (other than underwriters' commissions) will be payable by the
Company.  The Company will also provide customary securities law
indemnification to any party who participates in any registration effected
under the Preferred Stock Purchase Agreement.

Management Stock Purchase Agreement and Restricted Stock Awards

  Management Stock Purchase Agreement

   
     Pursuant to a Management Stock Purchase Agreement entered into by the
Company and the Management Investors (including Mr. Edelman, the Chairman and
Chief Executive Officer of the Company), the Company will agree to sell
shares of Common Stock having an aggregate purchase price of $3.0 million, at
a price per share equal to the Public Offering Price. The Company will lend
each Management Investor (other than Mr. Edelman) up to 85% of such purchase
price pursuant to five-year 8.5% loan arrangements, which will be secured by
all of the shares of Common Stock purchased by, or awarded to, such
Management Investor.
    
<PAGE>
<PAGE>60
     The Company anticipates that shares of Common Stock will be sold to the
Management Investors concurrently with the Patina Shares being sold in the
Secondary Offering and the issuance of such shares of Common Stock will be
conditioned upon the concurrent sale of the Patina Shares in the Secondary
Offering.

   
     Each of the Management Investors will agree not to sell, transfer or
otherwise dispose of any shares of Common Stock for a period of 180 days
following their purchase of shares of Common Stock pursuant to the Management
Stock Purchase Agreement.  Thereafter the Management Investors will be free
to sell the shares of Common Stock that they have purchased, subject to
compliance with the requirements of the Securities Act and any other
applicable laws.  The Company will agree to provide notice of any future
securities registrations made by the Company (subject to certain exceptions)
and permit the Management Investors to request that their shares of Common
Stock be included in such registrations (subject to certain exceptions).
    

  Restricted Stock Awards

   
     The Company intends to award to the Management Investors an aggregate of
500,000 shares of restricted Common Stock, with Mr. Edelman receiving 350,000
shares and the other remaining Management Investors receiving, in the
aggregate, 150,000 shares.  The Management Investors' ownership of such
shares of restricted Common Stock will vest over a five-year period at the
rate of 20% per year, subject to the acceleration of such vesting in the
event of a "change of control" (as defined under the Company's Change of
Control Plan described below under "Management--Change in Control Plan"). 
The restricted shares of Common Stock that will be awarded to Management
Investors may not be sold until ownership in such shares has vested.
    

SOCO Option Agreements

   
     On July 31, 1997, SOCO entered into separate Option Agreements
(collectively, the "SOCO Option Agreements") with each New Preferred Stock
Investor and Mr. Edelman.  Pursuant to the SOCO Option Agreements entered
into with the New Preferred Stock Investors, SOCO has granted the New
Preferred Stock Investors, in connection with and in consideration of their
commitment to purchase the New Preferred Stock, the Investors' Options to
acquire an aggregate of 2,000,000 Patina Shares owned by SOCO at a price of
$8.00 per share. Pursuant to the SOCO Option Agreement entered into with Mr.
Edelman and in consideration of Mr. Edelman's efforts to arrange and
structure the Transactions, SOCO has also granted Mr. Edelman the Edelman
Options to acquire 2,000,000 Patina Shares owned by Patina at a price of
$8.00 per share.  In general, the SOCO Options represent a "break-up" fee to
be paid by SOCO to each of the New Preferred Stock Investors and/or Mr.
Edelman under certain limited circumstances described below.
    

   
     The SOCO Options may generally be either physically settled or cash
settled, as the holder elects. To the extent that the value of a SOCO Option
(as described below) at the time that the SOCO Option is exercised or deemed
exercised (the "Option Exercise Value") is less than $1.00 (in the case of an
Investors' Option) or $0.50 (in the case of an Edelman Option), SOCO will pay
    
<PAGE>
<PAGE>61
   
an amount equal to such difference to the holder of the SOCO Option; to the
extent that the Option Exercise Value equals or exceeds $1.25, the holder of
the SOCO Option will pay an amount equal to one-half of such excess to SOCO.
As used herein, the value of any SOCO Option means the amount, if any, by
which the value of the consideration to be received upon the exercise of the
SOCO Option (as determined pursuant the terms thereof) exceeds $8.00.

     The SOCO Options can only be exercised upon the following events
("Option Trigger Events"):  (i) upon the cancellation of the Secondary
Offering by SOCO or the termination of the Patina Share Repurchase by SOCO
other than because (a) the Net Offering Price would be less than $7.0875 per
share, (b) the Secondary Offering is not consummated by October 29, 1997,
(c) less than 5,000,000 shares of Common Stock can be sold in the Secondary
Offering, or (d) the Company materially breaches the Share Repurchase
Agreement; or (ii) in the case of the Investors' Options only, (a) the
Company elects not to sell any shares of New Preferred Stock to the New
Preferred Stock Investors in connection with the sale of Patina Shares in the
Secondary Offering and (b) SOCO elects to sell at least 12,000,000 shares of
Common Stock in the Secondary Offering or pursuant to the Share Repurchase
Agreement or otherwise within 20 business days following the date the Company
elects not to sell any shares of New Preferred Stock. In the case of an
exercise pursuant to clause (ii) above, the SOCO Options must be physically
settled and the New Preferred Stock Investors are not required to pay any
portion of the Option Exercise Value in excess of $1.25 to SOCO.

     Any physical exercise of the SOCO Options will be covered from Patina
Shares owned by SOCO and any cash settlement of the SOCO Options will be paid
by SOCO.  However, the Company's obligations to repurchase Patina Shares
under the Share Repurchase Agreement will not be reduced as a result of any
exercise of the SOCO Options (except to the extent that an Option Trigger
Event results from SOCO's termination of the Share Repurchase Agreement, in
which case the Company will not have any obligation to purchase any Patina
Shares).  The SOCO Options will terminate upon the earliest to occur of (i)
the consummation of the Secondary Offering and the Patina Share Repurchase,
(ii) the withdrawal of Patina Shares from the Secondary Offering or the
termination of the Share Repurchase Agreement, except following an Option
Trigger Event, (iii) five days following the consummation of a transaction in
which a third party acquires a majority of the Company's Common Stock or
assets, (iv) 11 days following the occurrence of an Option Trigger Event
described under clause (ii) of the preceding paragraph and (v) the expiration
of 12 months (or, under certain circumstances, six months) after the
termination of the Share Repurchase Agreement or withdrawal of Patina Shares
from the Secondary Offering.
    
<PAGE>
<PAGE>62
                          PARTIES TO THE TRANSACTIONS

The Company

  General

     Patina Oil & Gas Corporation is an independent energy company engaged in
the acquisition, development, exploitation and production of oil and natural
gas in the Wattenberg field of Colorado's Denver-Julesburg Basin.  The
Company was formed in early 1996 to hold the Wattenberg assets of SOCO and to
facilitate the Gerrity Acquisition. Thomas J. Edelman structured and
negotiated the Gerrity Acquisition and has served as the Company's chief
executive from its inception. Since the Gerrity Acquisition in May 1996, the
Company has focused its efforts on consolidating its properties, developing a
focused and efficient organization, reducing costs and improving operations.
The Company's Common Stock is traded on the NYSE under the symbol "POG."

     The Company, a Delaware corporation, maintains its principal executive
offices at 1625 Broadway, Suite 2000, Denver, Colorado 80202, and its
telephone number is (303) 389-3600.

  Business Strategy

   
     Following the consummation of the Transactions, the Company plans to
continue to increase its reserves, production and cash flow in a cost-
efficient manner, primarily through: (i) selectively pursuing consolidation
and acquisition opportunities in existing and future core areas; (ii)
efficiently controlling operating and overhead expenses; (iii) operating its
properties in order to enhance production through well workovers, development
activity and operational improvements; (iv) utilizing improved exploitation
and development techniques to maximize the value of its properties; and (v)
developing a strong financial position that affords the Company the financial
flexibility to execute its business strategy.
    

     Pursue Consolidation and Acquisition Opportunities.  The Company intends
to pursue further consolidation and exploitation opportunities in Wattenberg
where it is currently the largest producer, accounting for over 30% of total
annual production from the field. In addition, management intends to
simultaneously pursue low-risk acquisitions of producing reserves in other
Western U.S. basins where the Company can leverage its operating efficiencies
and pursue consolidation opportunities. Management believes that the
Company's economies of scale, focused operations and operating expertise give
it a competitive advantage in pursuing further consolidation and acquisition
opportunities.

     Control Operating and Overhead Costs.  As a result of its extensive
operating experience and concentrated reserve base, the Company believes that
it is one of the most efficient oil and natural gas producers in the United
States. The Company's lease operating expenses during 1996 and for the six
months ended June 30, 1997 were $0.26 and $0.30 per Mcfe, respectively. In
addition, the Company's annual general and administrative ("G&A") expenses
have been reduced to less than half those incurred by the Company's
<PAGE>
<PAGE>63
predecessor entities, resulting in G&A expenses during 1996 and for the six
months ended June 30, 1997 of $0.18 and $0.13 per Mcfe, respectively. The
Company's low operating costs increase its operating margin, extend the
economic life of its wells and enhance its reserve value.

     Operate Properties.  The Company prefers to operate its properties in
order to exercise greater control over the timing and plans for future
development, well workovers, production enhancements and lease operating
expenses, as well as the marketing of oil and natural gas production. The
Company currently operates approximately 3,175 (or 90%) of the 3,550
producing wells in which it owns an interest and these operated properties
account for approximately 98% of the pretax present value of its year-end
1996 producing reserves.

     Exploit Existing Reserves.  The Company seeks to maximize the value of
its properties by increasing production and recoverable reserves through the
active development, recompletion and exploitation of its properties. At
December 31, 1996, the Company had 728 proved undeveloped drilling locations
and 605 recompletion opportunities. A recompletion can increase per well
producing reserves by up to 100% at less than half the cost of drilling a new
well. During the past 12 months, the Company has focused extensively on frac
design and stimulation techniques. Early results have shown an increase in
productivity on newly drilled wells and recompletions. The Company initiated
a refrac program in 1996 and, to date, the Company has successfully performed
seven refracs and identified approximately 100 wells suitable for refrac. The
Company's year-end reserve report does not include any reserves attributable
to the refrac program. During 1996, the Company successfully drilled 12
development wells and recompleted an additional 61 wells at a total capital
cost of $8.5 million. The Company's existing 1997 capital expenditure budget
provides $15 million for the drilling of 35 new development wells, the
recompletion of an additional 75 wells and the expansion of the refrac
program. Through June 30, 1997, the Company had drilled 10 development wells,
recompleted 40 wells (including seven refracs) and completed the drilling of
nine wells in progress at year-end 1996 for a total capital cost of $8.0
million.

   
     Develop Financial Flexibility.  The Company is committed to developing
its financial flexibility. Since the Gerrity Acquisition, the Company has
reduced its indebtedness by over $40 million and has repurchased $14.4
million of its equity securities. At June 30, 1997, assuming the consummation
of the Transactions, the Company would have had a debt-to-book capitalization
ratio of approximately 51%. Management expects future capital expenditures,
excluding acquisitions, to be funded by operating cash flow. The New
Preferred Investors have committed to purchase up to $63.0 million of New
Preferred Stock, and the Company expects to use at least $40.0 million from
the sale of shares of New Preferred Stock to complete the Patina Share
Repurchase.  In the event the Company issues New Preferred Stock at the
closing of the Secondary Offering, the balance of this commitment will remain
available through December 31, 1997 for acquisition financing or for general
corporate purposes.
    
<PAGE>
<PAGE>64
Snyder Oil Corporation

     Snyder Oil Corporation has been the Company's major stockholder since
its formation and currently owns approximately 74% of the outstanding Common
Stock (and approximately 79% of the aggregate voting power). For strategic
reasons, SOCO has decided to liquidate its stake in the Company and redeploy
the proceeds in its core business. Pursuant to the Transactions described in
this Proxy Statement, SOCO's ownership in the Company will be eliminated and
the Company will be positioned to pursue an independent growth strategy.  In
connection with the Gerrity Acquisition, SOCO received certain registration
rights with respect to the Patina Shares entitling it to cause the Company to
register such shares following SOCO's demand therefor.  In addition, SOCO has
previously agreed, as part of the Gerrity Acquisition, that SOCO would not
effect a "control sale" (defined as the sale, in a single transaction or a
series of related transactions, of a majority of the Company's outstanding
Common Stock to an unaffiliated person or "group" of persons (as such term is
defined under Section 13(d) of the Exchange Act)), unless all holders of the
Company's Common Stock were given an opportunity to participate in such
control sale.  Each of SOCO, the Company and their respective boards have
confirmed that the Transactions do not qualify as a control sale and
therefore the foregoing provision is inapplicable to the consummation of the
Transactions.

New Preferred Stock Investors

   
     Pursuant to the Preferred Stock Purchase Agreement, the New Preferred
Stock Investors (none of whom is an affiliate of the Company) have agreed to
pay, subject to the terms and conditions contained therein, an aggregate
purchase price of between $40 million and $63 million for the shares of New
Preferred Stock to be purchased thereunder.  The New Preferred Stock
Investors are comprised of nine investors, including First Reserve Fund VII,
Limited Partnership, Chase Venture Capital Associates, L.P. and Highbridge
International LDC.  The New Preferred Stock Investors will have (assuming
that 2,520,000 shares of New Preferred Stock are issued and are convertible
at $8.80 per share and that no currently outstanding warrants or options have
been exercised) up to approximately 35% (which percentage would increase to
approximately 40% by the end of the two-year pay-in-kind dividend period) of
the votes entitled to be cast on most matters submitted to stockholders for a
vote. In addition, the two holders of the New Preferred Stock holding the
most shares of New Preferred Stock will each be entitled to designate one
member of the Company's Board of Directors.  However, as described under
"Description of the Definitive Agreements--Preferred Stock Purchase
Agreement--Confidentiality and Standstill Restrictions", the New Preferred
Stock Investors have agreed, for a five-year period (or, under certain
circumstance, a shorter period), to certain confidentiality and standstill
restrictions with respect to the Company's voting securities.

    <PAGE>
<PAGE>65
         SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
                     (In thousands except per share data)

     The following table presents selected historical and pro forma financial
data of the Company. The selected historical financial data as of or for each
of the years in the three-year period ended December 31, 1996 are derived
from the audited Consolidated Financial Statements (the "Consolidated
Financial Statements") of the Company incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1996. 
See "Incorporation of Certain Documents by Reference."  The pro forma
financial data of the Company have been derived from the Unaudited Pro Forma
Condensed Consolidated Financial Statements included elsewhere within this
Proxy Statement and should be read in conjunction with those statements and
the notes thereto. The amounts and results of operations of the Company for
periods prior to the Gerrity Acquisition reflected in these financial
statements include the historical amounts and results of SOCO's Wattenberg
operations. The selected historical financial data for the six month periods
ended June 30, 1996 and 1997 are derived from, and are qualified by reference
to, unaudited interim financial statements. In the opinion of management,
such unaudited interim financial statements include all adjustments
(consisting only of normal recurring accruals) necessary for a fair and,
except as noted below, consistent presentation, in accordance with generally
accepted accounting principles, of such information. Future results may
differ substantially from historical results because of changes in oil and
natural gas prices, normal production declines and other factors.  This
information should be read in conjunction with the Consolidated Financial
Statements and the notes thereto.  This data reflects the Gerrity Acquisition
in May 1996.

   
<TABLE>
<CAPTION>
                                             Year Ended December 31,                               Six Months Ended June 30,
                                     ------------------------------------      Pro Forma   ---------------------------------------
                                                                              As Adjusted                              As Adjusted
                                         1994         1995         1996      1996<F1><F2>       1996          1997       1997<F2>
                                     -----------  -----------   -----------  ------------   -----------  ------------  -----------
                                                                              (Unaudited)                 (Unaudited)
<S>                                  <C>          <C>           <C>          <C>            <C>          <C>            <C>

Statement of Operations Data
Revenues  . . . . . . . . . . . . .    $67,822       $50,102      $83,188      $100,138       $30,110       $52,340       $52,340
Expenses
   Direct operating . . . . . . . .      8,110         8,867       14,519        17,718         5,401         9,322         9,322
   Exploration  . . . . . . . . . .        784           416          224           658           149            62            62
   General and administrative . . .      7,484         5,974        6,151         8,049         3,113         2,611         3,050
   Interest and other . . . . . . .      3,869         5,476       14,304        19,968         4,979         8,485         8,870
   Depletion, depreciation and
    amortization  . . . . . . . . .     43,036        32,591       44,822        51,663        18,723        24,776        24,776
                                       -------       -------      -------      --------       -------       -------       -------
    Total expenses  . . . . . . . .     63,283        53,324       80,020        98,056        32,365        45,256        46,080
                                       -------       -------      -------      --------       -------       -------       -------
Income (loss) before taxes  . . . .      4,539        (3,222)       3,168         2,082        (2,255)        7,084         6,260

    <PAGE>
<PAGE>66
   
<CAPTION>
                                             Year Ended December 31,                               Six Months Ended June 30,
                                     ------------------------------------      Pro Forma   ---------------------------------------
                                                                              As Adjusted                              As Adjusted
                                         1994         1995         1996      1996<F1><F2>      1996          1997       1997<F2>
                                     -----------  -----------   -----------  ------------   -----------  ------------  -----------
                                                                              (Unaudited)                 (Unaudited)
<S>                                  <C>          <C>           <C>          <C>            <C>          <C>            <C>
Provision (benefit) for income
   taxes  . . . . . . . . . . . . .      1,589        (1,128)        (394)           --          (394)           --            --
                                       -------       -------      -------      --------       -------       -------       -------
Net income (loss) . . . . . . . . .    $ 2,950       $(2,094)     $ 3,562      $  2,082       $(1,861)      $ 7,084       $ 6,260
                                       =======       =======      =======      ========       =======       =======       =======
Net income (loss) per common
   share  . . . . . . . . . . . . .    $  0.21       $ (0.15)     $  0.08      $  (0.30)      $ (0.16)      $  0.30       $  0.24
                                       =======       =======      =======      ========       =======       =======       =======
Weighted average shares
   outstanding  . . . . . . . . . .     14,000        14,000       17,796        14,240        15,959        18,921        13,374
                                       =======       =======      =======      ========       =======       =======       =======

Cash Flow Data
Net cash provided by operations . .    $47,690       $18,407      $52,996           N/A       $14,968       $33,481           N/A
Net cash used by investing  . . . .    (96,378)      (21,060)      (9,796)          N/A        (2,415)       (8,348)          N/A
Net cash realized (used) by
   financing  . . . . . . . . . . .     46,688         2,653      (38,047)          N/A          (340)      (20,718)          N/A

Other Financial Data
EBITDA<F3>  . . . . . . . . . . . .    $51,444       $34,778      $62,265      $ 74,342       $21,390       $40,266       $39,827
Capital expenditures<F4>  . . . . .    (95,596)      (21,842)      (8,532)      (12,821)       (1,375)       (8,348)       (8,348)

<CAPTION>
                                                  As of December 31,                              As of June 30, 1997
                                      -----------------------------------------              -----------------------------
                                                                                                                  As
                                           1994          1995           1996                     Actual      Adjusted<F2>
                                      ------------   ------------   ------------             ------------   --------------
                                                                                                      (Unaudited)
<S>                                   <C>            <C>            <C>                      <C>            <C>
Balance Sheet Data
Working capital . . . . . . . . . .      $(12,755)     $     --       $  1,015                  $  1,881       $  1,881
Oil and natural gas properties,
   net  . . . . . . . . . . . . . .       234,821       214,594        398,640                   381,016        381,016
Total assets  . . . . . . . . . . .       246,686       224,521        430,233                   413,517        414,367
Long-term debt  . . . . . . . . . .        79,333        75,000        197,594                   182,685        193,685
Stockholders' equity  . . . . . . .       115,846       113,663        196,236                   197,542        187,392
____________________
<FN>
<F1>   Pro forma to give effect to the Gerrity Acquisition as if it had
       occurred on the first day of the period presented.
<F2>   As adjusted to give effect to the Transactions (assuming a Public
       Offering Price of $8.50 per share, the purchase by the Management
       Investors of 352,941 shares of Common Stock at the Public Offering
       Price, the issuance by the Company of $40.0 million of New Preferred
       Stock and the repurchase by the Company of 6,500,000 shares of Common

    <PAGE>
<PAGE>67
   
       Stock from SOCO at a Net Offering Price of $8.0325 per share), as if
       each had occurred on the first day of the period presented, in the
       case of Statement of Operations Data and Other Financial Data, or as
       if each had occurred on the date presented, in the case of Balance
       Sheet Data.
<F3>   EBITDA represents net income (loss) plus income taxes, interest
       expense and depletion, depreciation, and amortization expense.  EBITDA
       does not represent, and should not be considered as, an alternative to
       net income or cash flows from operating activities, each as determined
       in accordance with generally accepted accounting principles ("GAAP"). 
       Moreover, EBITDA does not necessarily indicate whether cash flow will
       be sufficient for such items as working capital or capital
       expenditures, or to react to changes to the Company's industry or to
       the economy generally.  The Company believes that EBITDA is a measure
       commonly used by lenders and certain investors to evaluate oil and gas
       companies.  The Company also believes that EBITDA data may help to
       understand the Company's performances because such data may reflect
       the Company's ability to generate cash flows, which is an indicator of
       its ability to satisfy its debt service, capital expenditure and
       working capital requirements.  EBITDA may not be comparable to other
       similarly titled measures of other companies.  The Company's credit
       agreement requires the maintenance of certain EBITDA ratios.  See
       "Description of Certain Indebtedness--Credit Agreement."
<F4>   Capital expenditures do not include $218.4 million of non-cash
       acquisitions in 1996.
</TABLE>

    <PAGE>
<PAGE>68
                                  MANAGEMENT

Directors and Executive Officers

     The following table sets forth certain information about the executive
officers and directors of the Company:

           Name             Age                    Position
- -------------------------   ---  ------------------------------------------
Thomas J. Edelman . . . .    46  Chairman of the Board, President and Chief
                                   Executive Officer
Brian J. Cree . . . . . .    34  Executive Vice President and Chief
                                   Operating Officer, Director
Keith M. Crouch . . . . .    50  Senior Vice President and General Counsel
Ronald E. Dashner . . . .    44  Senior Vice President, Operations
David J. Kornder  . . . .    36  Vice President and Chief Financial Officer
David R. Macosko  . . . .    35  Vice President
Terry L. Rudy . . . . . .    38  Vice President
David W. Siple  . . . . .    37  Vice President
<F1>Arnold L. Chavkin . .    46  Director
Robert J. Clark . . . . .    52  Director
Jay W. Decker . . . . . .    44  Director
<F1>William J. Johnson  .    63  Director
Alexander P. Lynch  . . .    45  Director
<F1>William E. Macaulay .    51  Director
<F1>John C. Snyder  . . .    55  Director
____________________
[FN]
<F1>   Mr. Johnson and Mr. Snyder will resign as Directors of the Company
       following the completion of the Transactions and will be replaced by
       Mr. Chavkin and Mr. Macaulay.

     Thomas J. Edelman has served as Chairman of the Board, President and
Chief Executive Officer of the Company since its formation. He co-founded
SOCO and was the President and a director of SOCO from 1981 through February
1997. 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 Harvard University's
Graduate School of Business Administration. Mr. Edelman serves as Chairman of
Lomak Petroleum, Inc., and is a Director of Petroleum Heat & Power Co., Star
Gas Corporation, Weatherford Enterra, Inc. and Paradise Music &
Entertainment, Inc. Mr. Edelman is also a Trustee of The Hotchkiss School.

     Brian J. Cree has served as Executive Vice President, Chief Operating
Officer and Director of the Company since May 1996. Prior to the Gerrity
Acquisition, he served as Chief Operating Officer and Director of Gerrity
since 1993. From 1992 to 1993, Mr. Cree served as Senior Vice President --
Operations and Chief Accounting Officer of Gerrity. Prior to that, Mr. Cree
served as Vice President and Treasurer of Gerrity since its inception in
1990. Mr. Cree served as Vice President and Treasurer of The Robert Gerrity
Company from 1989 to 1990 and served in various accounting capacities with
<PAGE>
<PAGE>69
that company from 1987 to 1990. Prior to that, Mr. Cree was employed as an
accountant at the public accounting firm of Deloitte, Haskins & Sells. Mr.
Cree received his Bachelor of Arts Degree in Accounting from the University
of Northern Iowa.

     Keith M. Crouch has served as Senior Vice President and General Counsel
of the Company since May 1996. Prior to the Gerrity Acquisition, he was a
Vice President of Gerrity commencing in 1993 and was appointed a Director in
1994. From 1992 to 1993, Mr. Crouch served as Corporate Counsel to Gerrity.
Prior to joining Gerrity, Mr. Crouch was in private practice with the law
firms of Gorsuch, Kirgis, Campbell Walker and Grover; Kirkland & Ellis and
Pendleton, Friedberg, Wilson and Hennessey. Mr. Crouch received a Bachelor of
Arts and Juris Doctor Degrees from the University of Colorado.

     Ronald E. Dashner has served as Senior Vice President, Operations of the
Company since its formation. He joined SOCO in 1994 and served as Operations
Manager of SOCO's D-J Basin/Greater Green River Unit. In late 1995 he was
appointed Vice President -- Rocky Mountain Division. From 1991 to 1994, Mr.
Dashner was Onshore Gulf Coast Operations Manager for Enron Oil & Gas
Company. From 1980 through 1990, Mr. Dashner held various positions with TXO
Production Corp., including Drilling & Production Manager -- Rocky Mountain
District and Assistant District Manager -- East Texas District. From 1978 to
1980, he was employed by Davis Oil Company in Engineering and Operations.
From 1975 to 1978, he was employed by Chevron in the Drilling, Production and
Construction Department. Mr. Dashner received his Bachelor of Science Degree
in Civil Engineering from Colorado State University.

     David J. Kornder has served as Vice President and Chief Financial
Officer of the Company since May 1996. Prior to the Gerrity Acquisition, he
served as a Vice President -- Finance of Gerrity beginning in early 1993.
From 1989 through 1992, Mr. Kornder was an Assistant Vice President for
Gillett Group Management, Inc. Prior to that, Mr. Kornder was an accountant
with the independent accounting firm of Deloitte & Touche for five years. Mr.
Kornder received his Bachelor of Arts Degree in Accounting from Montana State
University.

     David R. Macosko has served as a Vice President of the Company since May
1996. Prior to the Gerrity Acquisition, he served as a Vice President of
Gerrity from 1994. From 1992 to 1994, Mr. Macosko served as Operations
Coordinator and Manager of Accounts Payable with Gerrity. Mr. Macosko has
eleven years of experience in the oil and gas industry. Mr. Macosko received
a Bachelor of Science Degree in Accounting from West Virginia University.

     Terry L. Ruby has served as a Vice President of the Company since May
1996. Prior to the Gerrity Acquisition, Mr. Ruby was a senior landsman of
Gerrity beginning in 1992 and was appointed a Vice President -- Land of
Gerrity in 1995. His current responsibilities include management and
administration of land assets, acquisitions and divestitures. Prior to his
employment with Gerrity, Mr. Ruby worked with Apache Corporation from 1990 to
1992, and with Baker Exploration Company from 1982 to 1989. Mr. Ruby holds a
Bachelor of Science Degree in Minerals Land Management from the University of
Colorado and an M.B.A. from the University of Denver.
<PAGE>
<PAGE>70
     David W. Siple has served as a Vice President of the Company since May
1996. He joined SOCO's land department in 1994 and was appointed a Land
Manager with SOCO in 1995. His current responsibilities include the
accomplishment of all land related aspects of the Company's drilling
recompletion and refrac programs. From 1990 through May 1994, Mr. Siple was
the Land Manager of Gerrity. From 1981 through 1989, Mr. Siple was employed
by PanCanadian Petroleum Company in the Land Department. Mr. Siple received
his Bachelor of Science Degree in Mineral Land Management from the University
of Colorado.

     Arnold L. Chavkin will be appointed a Director of the Company following
the completion of the Transactions. Mr. Chavkin is a General Partner at Chase
Capital Partners. Chase Capital Partners is a General Partner of Chase
Venture Capital Associates, L.P. Before assuming such position, Mr. Chavkin
was a member of Chemical Bank's merchant banking group and, prior to that, a
generalist in its corporate finance group specializing in mergers and
acquisitions and private placements for the energy industry. Prior to that,
Mr. Chavkin worked in corporate development for Freeport McMoRan, and held
various positions with Gulf and Western Industries. Mr. Chavkin is a
Certified Public Accountant. He received his Bachelor of Arts and M.B.A.
degrees from Columbia University. Mr. Chavkin is also a director of American
Radio Systems, Inc., Bell Sports, Reading & Bates Corporation and Wireless
One, Inc.

     Robert J. Clark has served as a Director of the Company since May 1996.
Mr. Clark is the President of Bear Paw Energy Inc., a wholly owned subsidiary
of TransMontaigne Oil Company. Mr. Clark formed a predecessor company Bear
Paw Energy Inc. in 1995 and joined TransMontaigne in 1996 when TransMontaigne
acquired a majority interest in the predecessor company. From 1988 to 1995 he
was President of SOCO Gas Systems, Inc. and Vice President-Gas Management for
SOCO. Mr. Clark was Vice President Gas Gathering, Processing and Marketing of
Ladd Petroleum Corporation, an affiliate of General Electric from 1985 to
1988. Prior to 1985, Mr. Clark held various management positions with NICOR,
Inc. and its affiliates NICOR Exploration, Northern Illinois Gas and Reliance
Pipeline Company. Mr. Clark received his Bachelor of Science Degree from
Bradley University and an M.B.A. from Northern Illinois University.

     Jay W. Decker has served as a Director of the Company since May 1996.
Mr. Decker has been the Executive Vice President and a Director of Hugoton
Energy Corporation, a public independent oil company since 1995. From 1989
until its merger into Hugoton Energy, Mr. Decker was the President and Chief
Executive Officer of Consolidated Oil & Gas, Inc., a private independent oil
company based in Denver, Colorado and President of a predecessor company.
Prior to 1989, Mr. Decker served as Vice President -- Operations for General
Atlantic Energy Company and in various capacities for Peppermill Oil Company,
Wainoco Oil & Gas and Shell Oil Company. Mr. Decker received his Bachelor of
Science Degree in Petroleum Engineering from the University of Wyoming. Mr.
Decker also serves as a Director of FX Energy.

     William J. Johnson will resign as a Director of the Company following
the completion of the Transactions. Mr. Johnson has served as a Director of
the Company since May 1996. Mr. Johnson, a Director of SOCO since 1994, is a
<PAGE>
<PAGE>71
private consultant to 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 serves as a Director of Tesoro Petroleum, Camco
International and J. Ray McDermott. Mr. Johnson also serves on the advisory
board of Texas Commerce Bank, Houston.

     Alexander P. Lynch has served as a Director of the Company since May
1996. Mr. Lynch is currently a Partner at the Beacon Group, a financial
advisory and merchant banking firm. Mr. Lynch had been Co-President and Co-
Chief Executive Officer of The Bridgeford Group, a financial advisory firm,
since 1995. From 1991 to 1994, he served as Senior Managing Director of
Bridgeford. From 1985 until 1991, Mr. Lynch was a Managing Director of Lehman
Brothers, a division of Shearson Lehman Brothers Inc. Mr. Lynch received his
Bachelor of Arts Degree from the University of Pennsylvania and an M.B.A.
from the Wharton School of Business at the University of Pennsylvania. Mr.
Lynch also serves as a Director of Lincoln Snacks Company and Illinois
Central Corporation.

     William E. Macaulay will be appointed a Director of the Company
following the completion of the Transactions. Mr. Macaulay has been the
President and Chief Executive Officer of First Reserve Corporation, a
corporate manager of private investments (including First Reserve Fund VII,
Limited Partnership) focusing on the energy and energy related sectors, since
1983. Prior to 1983, he was a General Partner of Meridian Capital Company, a
private investment firm specializing in corporate buyouts and energy. From
1976 to 1981, Mr. Macaulay was with Oppenheimer & Co., where he served in
various capacities, including as Executive Vice President of Oppenheimer
Management Corp. and as Director of Corporate Finance, a Member of the
Management Committee and a General Partner of Oppenheimer & Co. He holds a
B.A. from the City College of New York and an M.B.A. from the Wharton School
of the University of Pennsylvania. Mr. Macaulay serves as a director of
Weatherford Enterra, Inc., Maverick Tube Corporation, TransMontaigne Oil
Company, Hugoton Energy Corporation, Cal Dive International, Inc. and Domain
Energy Corporation.

     John C. Snyder will resign as a Director of the Company following the
completion of the Transactions. Mr. Snyder has served as a Director of the
Company since its formation. Mr. Snyder, the Chairman and Chief Executive
Officer of SOCO, founded one of SOCO'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
<PAGE>
<PAGE>72
1969. From 1964 to 1966, Mr. Snyder was employed by Humble Oil and Refining
Company (currently Exxon Co., USA) 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.

Change in Control Plan

   
     In June 1997, the Company adopted a Change in Control Plan (the "Change
in Control Plan") which will provide payments to all employees in the event
there is a "change in control" (as defined in the Change in Control Plan) of
the Company and the employee is terminated, or for certain executives,
constructively terminated. The Change in Control Plan provides that certain
executives and key managers are entitled to receive payments, including an
amount ranging from 34% to 150% of their base compensation in the year the
payment is to be made plus an amount equal to their most recent bonus.
Further, upon a change in control all non-vested securities of the Company
held by employees (as defined in the Change in Control Plan), including non-
vested options to purchase Common Stock held by employees, all non-vested
rights under the Company's 401(k) plan, bonus plan and deferred compensation
plan and any shares of restricted Common Stock granted to the Management
Investors under the Restricted Stock Agreements, vest automatically.
    

Edelman Employment Agreement and Related Matters

     Mr. Edelman, the Chief Executive Officer of the Company, has entered
into an employment agreement (the "Employment Agreement"), which will become
effective concurrently with the sale of Patina Shares in the Secondary
Offering and the Management Stock Issuances. Under the Employment Agreement,
the Company has agreed to employ Mr. Edelman for a period of three years,
renewable annually, at a base salary of $350,000 per year, subject to
adjustment by mutual agreement. Pursuant to the Employment Agreement, Mr.
Edelman will be obligated to commit a substantial portion of his working time
to the Company but, under the terms of the Employment Agreement, he is not
required to devote all of his time and efforts to the business of the
Company. Mr. Edelman is entitled to receive an annual bonus during the term
of his employment, with the target bonus set at 100% of his base salary,
based on performance criteria determined by the Company's Board of Directors
in its sole discretion. The Employment Agreement also provides that if Mr.
Edelman's employment is terminated by the Company without cause, or by Mr.
Edelman for good reason (as defined in the Employment Agreement), he will be
entitled to payments equal to two times the sum of: (i) his base salary for
the then-current year; plus (ii) the greater of (a) his target bonus for the
then-current year and (b) the actual bonus paid to him for the prior year;
plus (iii) the maximum contributions the Company would have made in the year
of termination on Mr. Edelman's behalf to the Company's 401(K) plan and the
amount Mr. Edelman would have accrued in the year of termination under the
Company's Deferred Compensation Plan. In addition, Mr. Edelman would receive
a prorated portion of his target bonus for the then-current year.
<PAGE>
<PAGE>73
   
     Concurrently with the sale of Patina Shares in the Secondary Offering,
the Company will grant Mr. Edelman fully vested options to purchase, at the
Public Offering Price, 250,000 shares of Common Stock pursuant to the
Company's stock option plan described below under "Stock Option Plan."

     Mr. Edelman has served since 1988 and expects to continue to serve as
Chairman of Lomak, a publicly traded oil and gas company whose principal
areas of operation are the Gulf Coast, Midcontinent and Appalachian regions
of the United States. The Company currently has no business relationships
with Lomak and Lomak does not own any of the Company's securities.  Although
the Company does not believe that any conflicts have arisen, or are likely to
arise, as a result of Mr. Edelman's position with Lomak, because of Mr.
Edelman's position with Lomak, or other positions or business interests that
he may now or hereafter have or acquire, conflicts of interests may arise
between them.  The Company intends that the terms of any future transactions
and agreements between the Company and Lomak will be substantially as
favorable to the Company as could be obtained from third parties.  In the
past, with respect to new business proposals, including acquisitions, the
Company and Mr. Edelman have employed the following procedures to resolve any
potential conflicts:  (i) if such proposals were directed to or originated by
Lomak or its employees, such proposals were deemed to be for Lomak's benefit;
and (ii) if such proposals were directed to or originated by the Company or
its employees, or if such proposals were not specifically identified for
either company, such proposals were deemed to be for the Company's benefit. 
Mr. Edelman and the Company plan to continue the foregoing procedures to
resolve any future conflicts that may arise.
    

     Delaware law imposes certain fiduciary duties on corporate directors,
including a duty of loyalty. The duty of loyalty has been generally described
as a duty to act in good faith and in the best interests of the corporation.
Under the corporate opportunity doctrine developed by the Delaware courts, an
individual who fails to offer to the corporation of which he serves as a
director a business opportunity presented to such individual in his capacity
as a director of that corporation may be liable for a breach of fiduciary
duty. Neither the Company's Certificate of Incorporation or Bylaws, nor the
certificate of incorporation or bylaws of Lomak limit a director's fiduciary
duty with respect to potential conflicts of interests.

Stock Option Plan

     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 certain other
persons who are not employees of the Company, but who from time to time
provide substantial advice or other assistance or services to the Company.
The plan permits options to acquire up to 3,000,000 shares of Common Stock to
be outstanding at any one time. During 1996, options to purchase 512,000
shares of Common Stock were granted to 50 employees at an average exercise
price of $7.75 per share. During 1997, options to purchase 271,000 shares of
Common Stock were granted to 56 employees at an average exercise price of
$9.25 per common 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 1996 and 1997 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.
<PAGE>
<PAGE>74
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table provides information as to the beneficial ownership
of Common Stock of the Company by each person who, to the knowledge of the
Company, beneficially owns 5% or more of the Common Stock of the Company,
each person who will be a director of the Company after the Secondary
Offering, the five most highly compensated executive officers, including the
Chief Executive Officer and by all such executive officers and directors of
the Company as a group. Except as noted below, no director or executive
officer of the Company beneficially owns any equity securities of the Company
other than Common Stock and warrants for the Company's Common Stock. The
business address of each individual listed below, except as otherwise noted,
is: c/o Patina Oil & Gas Corporation, 1625 Broadway, Suite 2000, Denver,
Colorado 80202.

   
<TABLE>
<CAPTION>
                                                          Amount of Beneficial
                                                           Ownership Prior to       Percent of Common         Percent of Common
                                                            the Transactions        Stock Owned Before      Stock Owned After the
Name and Address of Beneficial Owner                          <F1><F2><F3>           the Transactions         Transactions<F4>
- ------------------------------------                    -----------------------   ---------------------   ------------------------
<S>                                                     <C>                       <C>                     <C>

Thomas J. Edelman . . . . . . . . . . . . . . . . . .              30,000                      *                     4.2%
Brian J. Cree . . . . . . . . . . . . . . . . . . . .              39,278                      *                        *
Keith M. Crouch . . . . . . . . . . . . . . . . . . .               9,652                      *                        *
Ronald E. Dashner . . . . . . . . . . . . . . . . . .               8,400                      *                        *
David J. Kornder  . . . . . . . . . . . . . . . . . .               7,227                      *                        *
Jay W. Decker . . . . . . . . . . . . . . . . . . . .               2,927                      *                        *
Robert J. Clark . . . . . . . . . . . . . . . . . . .               2,927                      *                        *
Alexander P. Lynch  . . . . . . . . . . . . . . . . .               2,927                      *                        *
Arnold L. Chavkin<F5> . . . . . . . . . . . . . . . .                   0                      *                    11.7%
William E. Macaulay<F6> . . . . . . . . . . . . . . .                   0                      *                    18.3%
All executive officers and directors as a group . . .             125,723                      *                    35.3%
Snyder Oil Corporation  . . . . . . . . . . . . . . .          14,000,000<F7>               74.4%                       *
   777 Main Street
   Forth Worth, Texas 76102
Stark Investments . . . . . . . . . . . . . . . . . .           1,464,420                   7.2%                     6.7%
   150 West Market Street
   Mequon, Wisconsin 53092
First Reserve Fund VII, Limited Partnership . . . . .                   0                      *                    18.3%
   475 Steamboat Road
   Greenwich, Connecticut 06830
Chase Venture Capital Associates, L.P.  . . . . . . .                   0                      *                    11.7%
   380 Madison Avenue, 12th Floor
   New York, New York 10017
____________________
<FN>
*      Less than 1% 
<F1>   As of June 30, 1997.
<F2>   All shares are owned both of record and beneficially unless otherwise
       specified by footnote to this table. Based solely upon information

    <PAGE>
<PAGE>97
   
       furnished by such individuals or contained in filings made by such
       beneficial owners with the Commission.
<F3>   Calculated pursuant to Rule 13d-3(d) under the Exchange Act, shares
       not outstanding that are subject to options, warrants, rights, or
       conversion privileges exercisable within sixty days are deemed
       outstanding for the purpose of calculating the number and percentage
       owned by such person, but not deemed outstanding for the purpose of
       calculating the percentage owned by any other person.
<F4>   For purposes of this calculation, the number of shares of Common Stock
       deemed outstanding includes: (i) 100,000 shares of Common Stock issued
       to the New Preferred Stock Investors; (ii) 352,941 shares of Common
       Stock to be purchased by the Management Investors (assuming a Public
       Offering Price of $8.50 per share); (iii) 7,159,091 shares of Common
       Stock to be issuable upon conversion of the New Preferred Stock
       (assuming the issuance of 2,520,000 shares of New Preferred Stock
       having a conversion price of $8.80 per share); (iv) 250,000 shares of
       Common Stock issuable upon exercise of stock options issued to Mr.
       Edelman pursuant to the Company's Stock Option Plan; and (v) the
       500,000 shares of restricted Common Stock awarded to the Management
       Investors (which shares will vest over a five-year period at the rate
       at 20% per year); and excludes 230,000 shares of Common Stock to be
       issued to the New Preferred Stock Investors under certain
       circumstances.
    

<F5>   Mr. Chavkin may be deemed to share beneficial ownership of the 828,000
       shares of New Preferred Stock and 2,385,130 shares of Common Stock
       owned by Chase Venture Capital Associates, L.P. through his role with
       Chase Venture Capital Associates, L.P. Mr. Chavkin disclaims
       beneficial ownership of such shares of New Preferred Stock and Common
       Stock.
<F6>   Mr. Macaulay may be deemed to share beneficial ownership of the
       1,300,000 shares of New Preferred Stock and 3,744,769 shares of Common
       Stock owned by First Reserve Fund VII, Limited Partnership through his
       ownership of common stock of First Reserve Corporation, which is the
       sole general partner of First Reserve Fund VII, Limited Partnership.
       Mr. Macaulay disclaims beneficial ownership of such shares of New
       Preferred Stock and Common Stock.
<F7>   Between 7,500,000 and 8,625,000 of these shares (depending on whether,
       and to what extent, the Underwriters exercise their overallotment
       option) will be sold by SOCO in the Secondary Offering, and the
       remaining 5,375,000 to 6,500,000 shares will be repurchased by the
       Company as part of the Patina Share Repurchase.
</TABLE>


                      DESCRIPTION OF CERTAIN INDEBTEDNESS

     The following is a summary of certain indebtedness of the Company. To
the extent such summary contains descriptions of the Credit Agreement and the
Company's 11.75% Senior Subordinated Notes due 2004 (the "Notes"), such
descriptions do not purport to be complete and are qualified in their
entirety by reference to such documents, which are filed as exhibits to the
<PAGE>
<PAGE>76
Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997, which is incorporated by reference herein.

Credit Agreement

     In April 1997, the Company entered into its Credit Agreement. The Credit
Agreement consists of a revolving credit facility in an aggregate amount up
to $140.0 million. The amount available under the Credit Agreement is
adjusted semiannually and equaled $110.0 million at June 30, 1997, with $85.0
million outstanding under the revolving credit facility.

     Assuming a Public Offering Price of $8.50 per share, and the closing of
the Transactions as of June 30, 1997, the Company would have had
approximately $14 million of availability under the Credit Agreement on such
date. In the event the sale of the New Preferred Stock is insufficient to
fund the repurchase of the shares of Common Stock owned by SOCO, the Credit
Agreement will permit the Company to fund up to $14.9 million of any
shortfall through borrowings under the Credit Agreement.

     The Company may elect that all or a portion of the credit facility bear
interest at a rate equal to: (i) the higher of (a) prime rate plus a margin
equal to .25% (the "Applicable Margin") or (b) the Federal Funds Effective
Rate plus 0.5% plus the Applicable Margin; or (ii) the rate at which
Eurodollar deposits for one, two, three or six months (as selected by the
Company) are offered in the interbank Eurodollar market plus a margin which
fluctuates from 0.625% to 1.125%, determined by a debt to EBITDA ratio.
During the six months ended June 30, 1997, the average interest rate under
the facility approximated 6.9%.

   
     The Credit Agreement contains certain financial covenants, including but
not limited to, a maximum total debt to capitalization ratio, a maximum total
debt to EBITDA ratio and a minimum current ratio. The Credit Agreement also
contains certain negative covenants, including but not limited to
restrictions on indebtedness, certain liens, guaranties, speculative
derivatives and other similar obligations, asset dispositions, dividends,
loans and advances, creation of subsidiaries, investments, leases,
acquisitions, mergers, changes in fiscal year, transactions with affiliates,
changes in business conducted, sale and leaseback and operating lease
transactions, sale of receivables, prepayment of other indebtedness,
amendments to principal documents, negative pledge causes, issuance of
securities and non-speculative commodity hedging.
    

Senior Subordinated Notes

   
     In connection with the Gerrity Acquisition, the Company assumed $100
million principal amount of the Notes issued by Gerrity in 1994. The Notes
have been reflected in the financial statements since the Gerrity Acquisition
at a book value of 105.875% of their principal amount. Interest is payable
each January 15, and July 15. The Notes are redeemable at the option of the
Company, in whole or in part, at any time on or after July 15, 1999,
initially at 105.875% of their principal amount, declining to 102.938% on or
after July 15, 2000 and declining to 100% on or after July 15, 2001. Upon a
    
<PAGE>
<PAGE>77
   
change of control, as defined in the Notes (which, as so defined, does not
include the consummation of the Transactions described in this Proxy
Statement), the Company is obligated to make an offer to purchase all
outstanding Notes at a price of 101% of the principal amount thereof. In
addition, the Company would be obligated, subject to certain conditions, to
make offers to purchase Notes with the net cash proceeds of certain asset
sales or other dispositions of assets at a price of 101% of the principal
amount thereof. Subsequent to the Gerrity Acquisition, the Company
repurchased and retired $7.7 million principal amount of the Notes, resulting
in $92.3 million of principal amount of Notes outstanding, or a book value of
$97.7 million as of June 30, 1997. The Notes are unsecured general
obligations of the Company and are subordinated to all senior indebtedness of
the Company and to any existing and future indebtedness of the Company's
subsidiaries.
    

   
     The Notes contain covenants that, among other things, limit the ability
of the Company to incur additional indebtedness, pay dividends, engage in
transactions with shareholders and affiliates, create liens, sell assets,
engage in mergers and consolidations and make investments in unrestricted
subsidiaries. Specifically, the Notes restrict the Company from incurring
indebtedness (exclusive of the Notes) in excess of approximately $51.0
million, if after giving effect to the incurrence of such additional
indebtedness and the receipt and application of the proceeds therefrom, the
Company's interest coverage ratio is less than 2.5:1 or adjusted consolidated
net tangible assets is less than 150% of the aggregate indebtedness of the
Company. The Company currently meets and, on a pro forma basis giving effect
to the Transactions, will continue to meet these ratios and accordingly is
not limited in its ability to incur additional debt.
    


                STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING

     Stockholders' proposals to be presented at the 1998 Annual Meeting of
Stockholders of the Company must be received by the Company no later than
December 31, 1997 for inclusion in the Company's Proxy Statement and proxy
card related to the 1998 Annual Meeting.


                                    EXPERTS

   
     The consolidated financial statements of the Company as of December 31,
1995 and 1996 and for each of the three years in the period ended
December 31, 1996 have been incorporated by reference herein in reliance upon
the report of Arthur Andersen LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of such firm as
experts in accounting and auditing.

Denver, Colorado
September __, 1997

    <PAGE>
<PAGE>F-1
                  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                      FINANCIAL STATEMENTS OF THE COMPANY

     The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1997 and the related Pro Forma Condensed Consolidated Statement of
Operations for the Six Months then Ended and the Year Ended December 31,
1996, give effect to the Gerrity Acquisition and the Transactions. The pro
forma consolidated financial statements are based upon the assumptions set
forth in the accompanying notes to such statements. The pro forma adjustments
are based upon available information and assumptions that management believes
are reasonable under the circumstances.

     The pro forma consolidated financial statements as adjusted comprise
historical financial data that have been retroactively adjusted or combined
to reflect the effect of the Gerrity Acquisition and the Transactions on the
historical financial statements incorporated by reference or included
elsewhere in this Proxy Statement.  The Unaudited Pro Forma Condensed
Consolidated Balance Sheet at June 30, 1997 was prepared as if the
Transactions were consummated on June 30, 1997, the related Unaudited Pro
Forma Condensed Consolidated Statement of Operations for the Six Months Ended
June 30, 1997 was prepared as if the Transactions were consummated on
January 1, 1997 and the Unaudited Pro Forma Condensed Consolidated Statement
of Operations for the Year Ended, December 31, 1996 was prepared as if both
the Gerrity Acquisition and the Transactions were consummated on January 1,
1996. The historical information provided under the heading "Gerrity
Acquisition" in the statement of operations for the year ended December 31,
1996, includes results for Gerrity for the period from January 1, 1996 until
its purchase on May 2, 1996. The unaudited pro forma condensed consolidated
financial statements should be read in conjunction with the related
historical financial statements and are not necessarily indicative of the
results that would have actually occurred had the Gerrity Acquisition and the
Transactions been consummated on the dates or for the period indicated or
which may occur in the future.
<PAGE>
<PAGE>F-2
   
                         PATINA OIL & GAS CORPORATION

           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                 June 30, 1997
                                (in thousands)

<TABLE>
<CAPTION>
                                                                                              Pro Forma             Unaudited
                                                                    Patina Historical        Adjustments            Pro Forma
                                                                  --------------------   --------------------  --------------------
<S>                                                               <C>                    <C>                   <C>
                             ASSETS
Current assets  . . . . . . . . . . . . . . . . . . . . . . . .          $ 29,610              $                     $ 29,610
Oil and gas properties and equipment, net . . . . . . . . . . .           382,573                                     382,573
Other noncurrent assets, net  . . . . . . . . . . . . . . . . .             1,334                                       1,334
                                                                         --------                                    --------
                                                                         $413,517                                    $413,517
                                                                         ========                                    ========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities . . . . . . . . . . . . . . . . . . . . . .          $ 27,729              $                     $ 27,729
Long-term debt  . . . . . . . . . . . . . . . . . . . . . . . .           182,685                10,061 <F2>          193,685
                                                                                                    939 <F4>
Other noncurrent liabilities  . . . . . . . . . . . . . . . . .             5,561                                       5,561
Stockholders' equity
   Preferred stock, $.01 par  . . . . . . . . . . . . . . . . .                15                    16 <F1>               31
   Common stock, $.01 par . . . . . . . . . . . . . . . . . . .               188                   (65)<F2>              133
                                                                                                     10 <F3>
   Capital in excess of par value . . . . . . . . . . . . . . .           189,620               (52,146)<F2>          178,659
                                                                                                 39,984 <F1>
                                                                                                  2,990 <F3>
                                                                                                   (850)<F3>
                                                                                                   (939)<F4>
   Retained earnings  . . . . . . . . . . . . . . . . . . . . .             7,719                                       7,719
                                                                         --------                                    --------
                                                                          197,542                                     186,542
                                                                         --------                                    --------
                                                                         $413,517                                    $413,517
                                                                         ========                                    ========

</TABLE>

    
       The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>F-3
   
                         PATINA OIL & GAS CORPORATION

      UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                    For the Six Months Ended June 30, 1997
                     (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                                           Pro Forma                Unaudited
                                                               Patina Historical          Adjustments               Pro Forma
                                                              ------------------  --------------------------   -------------------
<S>                                                           <C>                 <C>                          <C>

Revenues
   Oil and natural gas sales  . . . . . . . . . . . . . . .         $52,113                 $                        $52,113
   Other  . . . . . . . . . . . . . . . . . . . . . . . . .             227                                              227
                                                                    -------                                          -------
                                                                     52,340                                           52,340
                                                                    -------                                          -------
Expenses
   Direct Operating . . . . . . . . . . . . . . . . . . . .           9,322                                            9,322
   Exploration  . . . . . . . . . . . . . . . . . . . . . .              62                                               62
   General and administrative . . . . . . . . . . . . . . .           2,611                     184<F6>                3,050
                                                                                                255<F7>
   Interest and other . . . . . . . . . . . . . . . . . . .           8,485                     385<F5>                8,870
   Depletion, depreciation, and amortization  . . . . . . .          24,776                                           24,776
                                                                    -------                                          -------
                                                                     45,256                                           46,080
                                                                    -------                                          -------
Income before taxes . . . . . . . . . . . . . . . . . . . .           7,084                                            6,260
Provision for (benefit from) income taxes . . . . . . . . .              --                                               --
                                                                    -------                                          -------
Net income  . . . . . . . . . . . . . . . . . . . . . . . .           7,084                                            6,260
Dividends on preferred stock  . . . . . . . . . . . . . . .           1,330                   1,718<F8>                3,048
                                                                    -------                                          -------
Net income applicable to common stock . . . . . . . . . . .         $ 5,754                                          $ 3,212
                                                                    =======                                          =======
Net income per share  . . . . . . . . . . . . . . . . . . .         $  0.30                                          $  0.24
                                                                    =======                                          =======
Weighted average shares outstanding . . . . . . . . . . . .          18,921                  (5,547)<F2><F3>          13,374
                                                                    =======                                          =======

</TABLE>

    
       The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>F-4
   
                         PATINA OIL & GAS CORPORATION

      UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     For the Year Ended December 31, 1996
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                       Gerrity                                           Unaudited
                                      Patina         Gerrity          Pro Forma         Unaudited       Transaction      Pro Forma
                                   (Historical)    Acquisition       Adjustments        Pro Forma       Adjustments     As Adjusted
                                   ------------    -----------      -------------      ------------    --------------  ------------
<S>                                <C>             <C>              <C>                <C>             <C>             <C> 
Revenues
   Oil and gas sales  . . . . .       $82,185        $16,540           $                $ 98,725           $             $ 98,725
   Other  . . . . . . . . . . .         1,003            410                               1,413                            1,413
                                      -------        -------                            --------                         --------
                                       83,188         16,950                             100,138                          100,138
                                      -------        -------                            --------                         --------
Expenses
   Direct Operating . . . . . .        14,519          2,841               525 <F9>       17,718                           17,718
                                                                          (167)<F10>
   Exploration  . . . . . . . .           224            434                                 658                              658
   General and administrative .         6,151          2,275              (476)<F10>       7,425              369 <F6>      8,049
                                                                          (525)<F9>                           255 <F7>
   Interest and other . . . . .        14,304          4,533               361 <F11>      19,198              770 <F5>     19,968
   Depletion, depreciation, and
    amortization  . . . . . . .        44,822          8,968            (2,127)<F12>      51,663                           51,663
                                      -------        -------            ------          --------                         --------
                                       80,020         19,051                              96,662                           98,056
                                      -------        -------                            --------                         --------
   Income (loss) before taxes .         3,168         (2,101)                              3,476                            2,082
                                      -------        -------
   Provision for (benefit from)
    income taxes  . . . . . . .          (394)          (714)            1,108 <F13>          --                               --
                                      -------        -------            ------          --------                         --------
   Net income (loss)  . . . . .         3,562         (1,387)                              3,476                            2,082
                                                     -------                            --------                         --------
   Dividends on preferred stock         2,129          1,518              (802)<F14>       2,845            3,510 <F8>      6,355
   Net income (loss) applicable
    to common stock   . . . . .       $ 1,433        $(2,905)                           $    631                         $ (4,273)
                                                     =======                            ========                         ========
   Net income (loss) per share        $  0.08                                           $    .03                         $  (0.30)
                                      =======                                           ========                         ========
   Weighted average shares
    outstanding   . . . . . . .        17,796                                             19,787                           14,240
                                      =======                                           ========                         ========

</TABLE>

    
       The accompanying notes are an integral part of these statements.
<PAGE>
<PAGE>F-5
   
                         PATINA OIL & GAS CORPORATION

              NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                             FINANCIAL STATEMENTS

     The unaudited pro forma condensed consolidated financial statements
reflect the adjustments described below.

Balance Sheet

<F1>   To reflect the issuance of 1,600,000 shares of New Preferred Stock at
       $25.00 per share to the New Preferred Stock Investors. The estimated
       net proceeds of $40.0 million will be used to repurchase common shares
       from SOCO.  Under the Preferred Stock Purchase Agreement, the New
       Preferred Stock Investors have agreed to purchase in the aggregate a
       minimum of $40.0 million and a maximum of $63.0 million of New
       Preferred Stock.

<F2>   To reflect the Patina Share Repurchase of 6,500,000 common shares from
       SOCO at $8.03 per share for $52,211,250. The Patina Share Repurchase
       will be financed with proceeds from issuance of 1,600,000 shares of
       New Preferred Stock to the New Preferred Stock Investors, the issuance
       of 352,941 shares of Common Stock to the Management Investors and
       $10.1 million of borrowings under the Company's bank credit facility.

<F3>   To reflect the sale of 352,941 restricted common shares to the
       Management Investors at $8.50 per share, the granting of 350,000
       restricted common shares to Mr. Edelman, the granting of 150,000
       restricted common shares to the Management Investors and the granting
       of 100,000 common shares to the New Preferred Stock Investors.  The
       350,000 restricted common shares granted to Mr. Edelman have been
       accounted for as transaction costs, and accordingly, netted against
       the equity proceeds.  The 150,000 restricted common shares granted to
       the Management Investors have been accounted for as deferred
       compensation within the equity section on the balance sheet at the
       estimated fair value of $8.50 per share and also shown as a related
       reduction in equity and will be expensed over the five year vesting
       period.  The 100,000 common shares issued to the New Preferred Stock
       Investors have been accounted for as equity with the allocation of the
       net proceeds received from the sale of the New Preferred Stock to be
       allocated to the New Preferred Stock and common shares based upon the
       relative fair value of the securities at the date of the issuance. The
       Company will loan 85% or $850,000 of the purchase price to the
       Management Investors, excluding Mr. Edelman.

<F4>   To record the estimated costs incurred in conjunction with the
       Transactions.
    
<PAGE>
<PAGE>F-6

   
Statement of Operations

<F5>   To adjust interest expense to reflect the increase in bank borrowings
       under the Company's Credit Agreement due to the shortfall in proceeds
       netted from the issuance of $40.0 million of New Preferred Stock, the
       Management Investors purchase of restricted Common Stock, and the
       repurchase of $52.2 million of common stock owned by SOCO, net of
       transaction costs.

<F6>   To reflect the terms of the employment agreement entered into with Mr.
       Edelman concurrently with the Transactions.

<F7>   To reflect the compensation expense associated with the Management
       Investors stock grant (30,000 common shares vested annually at an
       estimated fair value of $8.50 per share).

<F8>   To reflect the non-cash dividends on 1,600,000 shares of New Preferred
       Stock issued to the New Preferred Stock Investors. The Company has the
       ability to issue up to 2,520,000 shares of New Preferred Stock.  For
       each additional 100,000 shares of New Preferred Stock issued, the six
       month dividends and annual dividends would increase by $107,000 and
       $219,000, respectively.

<F9>   To conform the financial statement presentation by Gerrity of various
       overhead changes and recoveries to a basis consistent with that of the
       Company.

<F10>  To reflect the reduction in direct operating and general and
       administrative expenses that result from the elimination of redundant
       personnel, lease space and other corporate services.

<F11>  To adjust interest expense to reflect the refinancing or payment of:
       (i) $1,200,000 (or 1.20%) of Gerrity's 11 3/4% Senior Subordinated
       Notes (the "Notes"); (ii) Gerrity's bank borrowings under the terms of
       the Company's bank credit facility; (iii) the payable to parent; and
       (iv) transaction costs. The interest expense reflects the Eurodollar
       Margin set forth in the current bank credit agreement, which margin
       was applied to the current Eurodollar Rate resulting in an average
       borrowing rate of approximately 6.75%.

<F12>  To adjust depletion, depreciation and amortization of oil and gas
       properties based on the purchase price allocated to Gerrity oil and
       gas properties and the use of a combined depletion, depreciation and
       amortization rate.

<F13>  To record the estimated provision for income taxes to reflect the
       anticipated effective income tax rate of the combined entity after the
       Gerrity Acquisition.

<F14>  To reduce dividends paid on Gerrity Preferred Stock reflecting the
       exchange of all Gerrity Preferred Stock into Old Preferred Stock.
    
<PAGE>
                                    ANNEX A

                          SHARE REPURCHASE AGREEMENT

     This Share Repurchase Agreement (this "Agreement") is dated as of July
31, 1997 by and between Snyder Oil Corporation, a Delaware corporation
("SOCO") and Patina Oil & Gas Corporation, a Delaware corporation ("Patina").

     WHEREAS, SOCO owns beneficially and of record 14,000,000 shares (the
"Shares") of Common Stock of Patina ("Common Stock"), 2,000,000 of which are
designated Series A Common Stock;

     WHEREAS, SOCO and Patina have entered into that certain Registration
Rights Agreement dated as of May 2, 1996 (the "Registration Rights
Agreement"), pursuant to which SOCO has certain rights to cause Patina, at
its expense, to register the sale of Shares by SOCO under the Securities Act
of 1933, as amended (the "Securities Act");

     WHEREAS, SOCO desires, subject to the terms and conditions set forth in
this Agreement, to sell all of the Shares through a combination of: (i) an
underwritten secondary offering of a portion of the Shares by SOCO (the
"Offering") and (ii) a repurchase of any Shares not sold in the Offering by
Patina, which repurchase would be consummated simultaneously with the
consummation of the Offering (the "Repurchase");

     WHEREAS, SOCO and Patina acknowledge that certain third parties may have
an interest in pursuing an acquisition of all or a portion of the capital
stock of Patina, and that it would be in the best interests of Patina and its
stockholders to permit those third parties ("Prospective Purchasers") to
review certain confidential information relating to Patina and its assets,
liabilities and operations, provided that such Prospective Purchasers execute
a confidentiality and standstill agreement mutually acceptable to SOCO and
Patina;

     WHEREAS, concurrently with the execution and delivery of this Agreement,
Patina and certain investors (the "Investors") have entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") pursuant to which such
investors have agreed to acquire shares of 8.5% Convertible Preferred Stock
(the "New Preferred Stock"), of Patina on the terms and subject to the
conditions set forth therein;

     WHEREAS, concurrently with the execution and delivery of this Agreement,
SOCO has granted options to the Investors (or, in certain instances,
affiliates thereof) to purchase an aggregate of 2,000,000 shares of Common 
Stock pursuant to Stock Option Agreements with such optionees (the "Stock
Option Agreement");

     NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   Demand Registration.  Pursuant to Section 2(A) of the Registration
Rights Agreement, SOCO hereby requests registration of at least 5,000,000
Shares and not more than 7,500,000 Shares (in each case, before giving effect
to any underwriter's overallotment option).  Patina acknowledges that such
<PAGE>
request has been made in accordance with the Registration Rights Agreement
and satisfied the requirements set forth in Section 2(A).  Notwithstanding
any provision in this Agreement to the contrary, SOCO reserves the right, in
its absolute and sole discretion, to withdraw the Shares from the Offering at
any time prior to the Distribution Date (as defined below) by giving notice
to Patina.

     2.   Repurchase.

     (a)  If the Offering is consummated, Patina hereby agrees to purchase
from SOCO, and SOCO agrees to sell to Patina, any Shares owned by SOCO at the
time of the consummation of the Offering (the "Closing") that are not sold by
SOCO to the underwriters at the Closing. 

     (b)  Notwithstanding the foregoing, if the consummation of the Offering
and the Repurchase would result in a Qualifying Termination Event specified
in Section 2(a)(iv)(y) of the Stock Option Agreements, then Patina shall not
purchase any shares subject to the options granted in the Stock Option
Agreements unless and until any Shares underlying options granted under the
Stock Option Agreements have not been purchased upon exercise thereof, in
which case Patina shall purchase all such Shares on the second business day
following the expiration of such options.

     (c)  Any Shares required to be repurchased by Patina pursuant to this
Section 2 shall be repurchased for a purchase price equal to the public
offering price in the Offering less underwriters' discounts and commissions,
in each case as shown on the cover page of the final prospectus for the
Offering, but without any deduction for expenses (the "Net Offering Price").

     (d)  Notwithstanding the foregoing, upon the occurrence of a First
Reserve Funding Delay, then Patina shall not be required to purchase a number
of Shares equal to the First Reserve Shares until the "Fund VII Amount" (as
defined in the Stock Purchase Agreement) is funded by First Reserve Fund VII,
Limited Partnership ("First Reserve") and Patina shall pay as additional
consideration for the First Reserve Shares interest on the Fund VII Amount
based upon the Applicable Rate, with interest accruing from the Closing Date
until the receipt by SOCO of the Fund VII Amount.

          (i)  The term "Applicable Rate" shall mean an interest rate per
     annum equal to (A) 1% plus (B) an interest rate per annum shown on page
     3750 of the Dow Jones & Company Telerate screen or any successor page as
     the composite offered rate for London interbank deposits with a period
     equal to one month as shown under the heading "USD", as of 11:00 A.M.
     (London time) on the day of the Closing; provided that the applicable
     rate determined pursuant to this definition shall be rounded to the
     nearest whole multiple of 1/16 of 1% per annum, if such rate is not such
     a multiple.

          (ii) A "First Reserve Funding Delay" shall occur if First Reserve
     shall not have delivered funds to Patina at the Closing but instead
     shall have delivered to Patina an irrevocable, unconditional commitment
     to fund the Fund VII Amount within ten business days after delivery of
     the Notice of Issuance in accordance with the Stock Purchase Agreement.

          (iii)     The term "First Reserve Shares" shall mean the maximum
     number of whole shares of Common Stock that can be purchased with the
<PAGE>
     First Reserve Amount at a purchase price equal to the Net Offering
     Price.

          (iv) The term "Notice of Issuance" shall have the meaning set forth
     in the Stock Purchase Agreement.

     (e)  If and to the extent that the underwriters in the Offering do not
exercise any overallotment option (the "Overallotment Option") granted to
them by SOCO in such a manner that such exercise can be consummated at the
Closing, then Patina agrees to repurchase any Shares that remain subject to
the Overallotment Option, but Patina shall acquire such Shares subject to
such Overallotment Option.

     (f)  Patina represents and warrants that it has sufficient surplus under
the Delaware General Corporation Law in order to effect the Repurchase and
agrees that it will not take any action that would cause it to cease to have
sufficient surplus for such purpose.

     3.   Conditions to the Obligations of the Parties.

     (a)  The obligations of both parties to consummate the transactions
contemplated hereby shall be subject to the satisfaction or waiver of the
following conditions:

          (i)  The registration statement in connection with the Offering
     shall have become effective under the Securities Act, and no stop order
     shall have been issued in connection therewith; and

          (ii) Patina shall have received sufficient funds from the sale by
     Patina of capital stock and/or borrowings under Patina's existing credit
     facility to pay the full purchase price under the Repurchase; provided,
     however, that the occurrence of a First Reserve Funding Delay shall be
     deemed receipt of the Fund VII Amount for purposes of this clause (ii).

     (b)  In addition to the conditions set forth in Section 3(a), the
obligations of SOCO to consummate the transactions contemplated hereby shall
be subject to the satisfaction or waiver of the following conditions:

          (i)  The representations and warranties of Patina contained herein
     shall be made again as of the Closing, and such representations and
     warranties shall be true and correct in all material respects as of the
     date hereof and the Closing, and Patina shall have provided SOCO with an
     officer's certificate to such effect;

          (ii) Patina shall have materially complied with its covenants to be
     complied with under this Agreement and the Registration Rights Agreement
     prior to the Closing, and Patina shall have provided SOCO with an
     officer's certificate to such effect;

          (iii)     The Net Offering Price in the Offering shall not be less
     than $7.0875 per Share;

          (iv) The Offering shall have been consummated with respect to at
     least 5 million Shares on or prior to the earlier of (A) the termination
     of the Offering Period (as defined below) and (B) 90 days after the date
     hereof;
<PAGE>
          (v)  Documents in form reasonable acceptable to SOCO terminating
     the Business Opportunity Agreement (the "Business Opportunity
     Agreement") and the Corporate Services Agreement (the "Corporate
     Services Agreement"), each of which is between SOCO and Patina and each
     of which is dated as of May 2, 1996, shall have been executed and
     delivered by Patina, effective as of the Closing; and

          (vi) A Transition Agreement in such form as shall be mutually
     agreeable to SOCO and Patina in their reasonable judgment shall have
     been executed by Patina (the "Transition Agreement"), effective as of
     the Closing.

     (c)  In addition to the conditions set forth in Section 3(a), the
obligations of Patina to consummate the transactions contemplated hereby
shall be subject to the satisfaction or waiver of the following conditions:

          (i)  SOCO shall have complied with its covenants to be complied
     with under this Agreement and the Registration Rights Agreement prior to
     the Closing, and SOCO shall have provided Patina with an officer's
     certificate to such effect;

          (ii) John C. Snyder and William J. Johnson shall have tendered
     their resignations as directors of Patina, effective as of the Closing;

          (iii)     Documents in form reasonable acceptable to Patina
     terminating the Business Opportunity Agreement and the Corporate
     Services Agreement shall have been executed and delivered by SOCO,
     effective as of the Closing; and

          (iv) The Transition Agreement shall have been executed and
     delivered by SOCO, effective as of the Closing.

     4.   Expenses.

     (a)  The following terms shall have the following respective
definitions:

          (i)  "Sale Transaction" shall mean an acquisition (by tender offer,
     exchange offer, merger, consolidation, share exchange or otherwise) by a
     third party of Patina (or its shares or assets) in which such third
     party acquires, directly or indirectly, at least a majority of the
     combined voting power of the outstanding capital stock of Patina.

          (ii) "Company Sale Transaction" shall mean a Sale Transaction that
     is (A) approved by the Independent Committee (as defined in the
     Confidentiality and Standstill Agreement described below) or (B) in
     which the holders of a majority of the Common Stock (excluding any
     shares beneficially owned by SOCO or any subsidiary thereof) sell or
     otherwise transfer their shares pursuant to such Sale Transaction.

          (iii)     "SOCO Sale Transaction" shall mean a Sale Transaction
     other than a Company Sale Transaction.

          (iv) "Applicable Period" shall mean the period beginning on the
     date hereof and ending 12 months following any termination of the this
     Agreement or withdrawal of shares from the Offering (whichever is
     earlier); provided, however, that with respect to any Sale Transaction
<PAGE>
     involving an acquiror that does not visit Patina's data room after July
     1, 1997 and prior to the Distribution Date, the term Applicable Period
     shall mean the period beginning on the date hereof and ending six months
     following any termination of this Agreement or withdrawal of shares from
     the Offering (whichever is earlier).

     (b)  If (i) the Offering is not consummated for any reason and (ii) a
SOCO Sale Transaction is consummated prior to the end of the Applicable
Period, then SOCO shall pay Patina a non-accountable expense reimbursement of
$2 million.

     (c)  If (i) the Offering is not consummated for any reason and (ii) a
Company Sale Transaction is consummated prior to the end of the Applicable
Period, then SOCO shall not be obligated to pay any of Patina's costs or
expenses and Patina shall be solely responsible therefor.

     (d)  If (i) the Offering is not consummated for any reason and (ii)
neither a SOCO Sale Transaction nor a Company Sale Transaction is consummated
prior to the end of the Applicable Period, then SOCO shall pay Patina a non-
accountable expense reimbursement of $500,000; provided, however, that no
such reimbursement shall be required if any of the conditions set forth in
Section 3(b)(i) or 3(b)(ii) shall not have been satisfied.

     (e)  If the Offering and Repurchase are consummated, then SOCO shall not
be obligated to pay any of Patina's costs or expenses and Patina shall be
solely responsible therefor.

     (f)  Except as otherwise expressly provided in this Agreement or the
Registration Rights Agreement, each party shall be responsible for its
expenses in connection with the transactions contemplated by this Agreement.

     5.   Taking of Necessary Action; Cooperation and Exchange of
Information.

     (a)  Each of the parties hereto agrees to use all reasonable efforts
promptly to take or cause all action and promptly to do or cause to be done
all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement.  Without limiting the generality of the foregoing, SOCO
agrees to vote in favor of any matter submitted to Patina's stockholders by
Patina that is required by law or applicable securities exchange regulation
to be approved by Patina's stockholders in order to consummate the
transactions contemplated by the Stock Purchase Agreement.  Notwithstanding
the foregoing provisions of this paragraph (a), SOCO's obligations under this
paragraph (a) shall be subject to the provisions of the final sentence of
Section 1 hereof and the parties acknowledge that SOCO may continue to pursue
the sale of all or part of its Shares to one or more Prospective Purchasers.

     (b)  Patina agrees that it will not issue directly or indirectly issue
any equity securities of Patina or any subsidiary of Patina or any securities
exercisable for or convertible into any such equity securities, or agree to
do so, unless the consummation of the issuance thereof is conditioned upon
the occurrence of the sale by SOCO of all shares of Common Stock held by SOCO
prior to or simultaneously with such issuance.  Patina will promptly provide
SOCO with true and complete copies of any agreements entered into by Patina
in connection with the foregoing, and shall not amend or waive any covenant
or condition contained in any such agreement in a manner that is inconsistent
<PAGE>
with the provisions of this paragraph (b). Notwithstanding the foregoing,
Patina may issue equity securities as consideration in acquisition
transactions so long as the aggregate fair market value of any equity
securities so issued does not exceed $10 million.  For purposes of this
paragraph (b) the fair market value of Common Stock shall be the closing
price on the New York Stock Exchange on the trading day immediately preceding
the consummation of the applicable acquisition transaction and for any other
equity security shall be determined by in good faith by the Board of
Directors of Patina.

     (c)  Patina and SOCO agree to (and to use all reasonable efforts to
cause their respective officers, directors, employees, underwriters and
advisors to) cooperate with each other in connection with the Offering, the
Repurchase and the investigation of Patina by Prospective Purchasers, and to
promptly disclose to each other any material developments in connection with
such activities.  Patina agrees that it will conduct its business in the
ordinary course of business, consistent with past practice.  Except in the
ordinary course of business, neither Patina nor any of its officers,
directors, employees, underwriters or advisors will contact any of the
Prospective Purchasers without reasonable advance notice to SOCO. 
Furthermore, Patina agrees that neither it nor any of its officers,
directors, employees, underwriters or advisors will enter into any material
acquisition transaction or discuss any such transaction with any Prospective
Purchaser or any other third party, without reasonable advance notice to
SOCO.

     (d)  Patina hereby represents and covenants to SOCO that any proxy
statement distributed by Patina to its stockholders in connection with the
transactions contemplated hereby and any related proxy soliciting material
(and any amendments or supplements thereto), on the date filed with the
Securities and Exchange Commission on the date mailed to Patina's
stockholders, and on the date of any related stockholder meeting, will comply
in all material respects with all applicable requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder and will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading; provided, however, that no representation or covenant is
given in this paragraph (d) with respect to information furnished in writing
by SOCO for use by Patina in any such proxy statement or proxy soliciting
materials.

     6.   Confidentiality and Standstill Agreement.

     (a)  SOCO hereby agrees that prior to any Prospective Purchaser's being
given access to any confidential information regarding Patina or its assets,
liabilities or operations, such Prospective Purchaser must execute a
Confidentiality and Standstill Agreement substantially in the form attached
hereto as Appendix I, and Patina agrees that any significant, substantive
modifications to the form of any such agreement will be submitted to SOCO for
its approval prior to the execution thereof by a Prospective Purchaser.  For
purposes of this Agreement, a change to the Confidentiality and Standstill
Agreement that adversely affects SOCO's rights shall be deemed, without
limitation, a "significant, substantive modification."  Furthermore, Patina
will not enter into an amendment to any such agreement without the prior
consent of SOCO.
<PAGE>
     (b)  SOCO agrees it will not take any action one of the intended
consequences of which is to permit any Prospective Purchaser to enjoy a right
denied to such Prospective Purchaser in its Confidentiality and Standstill
Agreement or avoid an obligation or restriction set forth in such agreement.

     (c)  SOCO hereby agrees that for a 30-day period (the "Offering Period")
commencing on the date that a preliminary prospectus relating to the Offering
is broadly distributed to prospective offerees in the Offering (the
"Distribution Date"), SOCO and its affiliates will (i) cease all discussions
and contacts with any Prospective Purchasers (regardless of whether
previously contacted by SOCO) with respect to the acquisition of securities
or assets of Patina, (ii) not take any action with respect to, or in pursuit
of, the acquisition of securities or assets of Patina by any third party, and
(iii) not resume any such activities prior to the end of the Offering Period. 
Patina will give SOCO at least seven calendar days' notice of the expected
Distribution Date (which will not be prior to the date that is 45 days after
the date hereof) and in no event shall the restrictions set forth in this
paragraph commence until seven days after the most recent such notice to SOCO
by Patina.

     7.   Amendments.  This Agreement may be amended or modified upon the
written consent thereto of Patina and SOCO.

     8.   Termination.  This Agreement may be terminated upon by SOCO upon
the failure of any condition set forth in Section 3(a) or 3(b) upon five
business days notice to Patina.  This Agreement may be terminated upon by
Patina upon the failure of any condition set forth in Section 3(a) or 3(c)
upon five business days notice to SOCO.

     9.   Assignments.  This Agreement shall be binding on and inure to the
benefit of the respective successors and assigns of the parties hereto.

     10.  Entire Agreement; Governing Law.  This Agreement constitutes the
entire agreement of the parties relating to the subject matter hereof and all
prior or contemporaneous written or oral agreements are merged herein.  This
Agreement shall be governed by the laws of the State of Delaware.

     11.  Notices.  Any notice, request, instruction, correspondence or other
document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered personally or
mailed, postage prepaid, or by telegram or telecopier, as follows:

          If to SOCO:

          Snyder Oil Corporation
          777 Main Street, Suite 2500
          Fort Worth, Texas 76012
          Phone: (817) 882-5905
          Telecopy No.: (817) 882-5982
          Attention: General Counsel

          With a copy to:

          Vinson & Elkins L.L.P.
          2300 First City Tower
          1001 Fannin
          Houston, Texas 77002
<PAGE>
          Phone: (713) 758-2346
          Telecopy No.: (713) 758-2346
          Attention:  J. Mark Metts, Esq.

          If to Patina:

          Patina Oil & Gas Corporation
          1625 Broadway
          Denver, Colorado 80202
          Attention:  General Counsel
          Phone: (303) 389-3600
          Telecopy No.: (303) 595-7407

          With copies to:

          Thomas J. Edelman
          Chairman of Patina Oil & Gas Corporation
          667 Madison Avenue, 22nd Floor
          New York, New York 10021
          Phone: (212) 371-1117
          Telecopy No.:  (212) 888-6877

          Simpson Thacher & Bartlett
          425 Lexington Avenue
          New York, New York 10017
          Phone: (212) 455-2000
          Telecopy No.: (212) 455-2502
          Attention:  Robert L. Friedman, Esq.

Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon
actual receipt if received during the recipient's normal business hours, or
at the beginning of the recipient's next business day after receipt if not
received during the recipient's normal business hours.  Any party may change
any address to which Notice is to be given to it by giving Notice as provided
above of such change of address.

     12.  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which taken together shall constitute one and the same
instrument.

     13.  References to Other Agreements.  To the extent that this Agreement
refers to any other agreement, or any provision thereof, such reference shall
be deemed to be to such agreement or provision in the form initially executed
by the parties thereto (regardless of whether such agreement or provision is
amended) unless and to the extent that (a) such amendment does not adversely
affect the non-signing party or (b) the non-signing party consents in writing
to such amendment.
<PAGE>
     IN WITNESS WHEREOF, SOCO and Patina have caused this Agreement to be
signed by their respective officers thereunto duly authorized.


                               SNYDER OIL CORPORATION


                               By: /s/ Peter E. Lorenzen
                                   -------------------------------
                                    Name:  Peter E. Lorenzen
                                          ------------------------
                                    Title: Vice President
                                          ------------------------


                               PATINA OIL & GAS CORPORATION


                               By: /s/ Thomas J. Edelman
                                   -------------------------------
                                   Name:  Thomas J. Edelman
                                         -------------------------
<PAGE>
                                    ANNEX B



                                                            CONFORMED COPY   




                           STOCK PURCHASE AGREEMENT


                                     Among


                         PATINA OIL & GAS CORPORATION


                                      and


                          THE INVESTORS NAMED HEREIN



                           Dated as of July 31, 1997
<PAGE>
                               TABLE OF CONTENTS


                                                                          Page

                                  ARTICLE I.

                                  Definitions . . . . . . . . . . . . . . .  2

         Section 1.01.    Definitions . . . . . . . . . . . . . . . . . . .  2

                                  ARTICLE II.

              Sale and Purchase of the 8.5% Convertible Preferred
                 Stock, Common Stock and Related Transactions  . . . . . .   5

         Section 2.01.    Sale and Purchase of the Preferred Stock
                            and Common Stock.  . . . . . . . . . . . . . .   5
         Section 2.02.    Closing  . . . . . . . . . . . . . . . . . . . .   6

                                 ARTICLE III.

                        Representations and Warranties . . . . . . . . . . . 7

         Section 3.01.    Representations and Warranties of the
                            Company  . . . . . . . . . . . . . . . . . . .   7
         Section 3.02.    Representations and Warranties of Investors. . .  15

                                  ARTICLE IV.

                     Additional Agreements of the Parties . . . . . . . .   16

         Section 4.01.    Taking of Necessary Action  . . . . . . . . . .   16
         Section 4.02.    Conduct of Business . . . . . . . . . . . . . .   16
         Section 4.03.    Notification of Certain Matters . . . . . . . .   17
         Section 4.04.    Access to Information . . . . . . . . . . . . .   17
         Section 4.05.    Restrictions on Sale or Transfer; Legend  . . .   17
         Section 4.06.    Designated Directors  . . . . . . . . . . . . .   18
         Section 4.07.    New York Stock Exchange Listing . . . . . . . .   19
         Section 4.08.    Use of Proceeds . . . . . . . . . . . . . . . .   19
         Section 4.09.    Approval by Company's Stockholders  . . . . . .   19
         Section 4.10.    No Additional Shares  . . . . . . . . . . . . .   19

                                  ARTICLE V.

                             Conditions Precedent . . . . . . . . . . . .   20

         Section 5.01.    Conditions to Each Party's Obligations to
                            Effect each Closing  . . . . . . . . . . . . .  20
         Section 5.02.    Conditions to the Investors' Obligations . . . .  20
         Section 5.03.    Conditions to the Company's Obligations to
                            any Closing  . . . . . . . . . . . . . . . . .  21
         Section 5.04.    Conditions to the Company's Obligations to
                            the Initial Closing  . . . . . . . . . . . . .  22
<PAGE>
                                  ARTICLE VI.

                              Registration Rights . . . . . . . . . . . .   22

         Section 6.01.    Definition of Registrable Shares  . . . . . . .   22
         Section 6.02.    Demand Registration . . . . . . . . . . . . . .   23
         Section 6.03.    Piggyback Registration  . . . . . . . . . . . .   24
         Section 6.04.    Registration Procedures . . . . . . . . . . . .   25
         Section 6.05.    Conditions and Limitations  . . . . . . . . . .   28
         Section 6.06.    Information from and Certain Covenant of
                            Holders of Registrable Shares . . . . . . . .   29
         Section 6.07.    Registration Expenses.  . . . . . . . . . . . .   29
         Section 6.08.    Indemnification; Contributions. . . . . . . . .   30

                                 ARTICLE VII.

                   Standstill and Confidentiality Provisions. . . . . . .   32

         Section 7.01.    Certain Definitions . . . . . . . . . . . . . .   32
         Section 7.02.    Confidentiality Covenants . . . . . . . . . . .   34
         Section 7.03.    Acquisition of Company Voting Securities  . . .   35
         Section 7.04.    Distribution of the Company Voting
                            Securities  . . . . . . . . . . . . . . . . .   35
         Section 7.05.    Proxy Solicitations, etc. . . . . . . . . . . .   36
         Section 7.06.    No Voting Trusts, Pooling Agreements, or
                            Formation of "Groups" . . . . . . . . . . . .   36
         Section 7.07.    Limitation on Various Other Actions . . . . . .   37
         Section 7.08.    Acquisition Proposals . . . . . . . . . . . . .   37
         Section 7.09.    Term of Standstill and Confidentiality
                            Provisions  . . . . . . . . . . . . . . . . .   38

                                 ARTICLE VIII.

                                     Term . . . . . . . . . . . . . . . .   38

         Section 8.01.    Termination . . . . . . . . . . . . . . . . . .   38
         Section 8.02.    Effect of Termination . . . . . . . . . . . . .   39
         Section 8.03.    Termination Fee . . . . . . . . . . . . . . . .   39

                                  ARTICLE IX.

                                 Miscellaneous  . . . . . . . . . . . . .   40

         Section 9.01.    Survival of Representations, Warranties and
                            Agreements. . . . . . . . . . . . . . . . . .   40
         Section 9.02.    Notices . . . . . . . . . . . . . . . . . . . .   40
         Section 9.03.    Entire Agreement; Amendment . . . . . . . . . .   40
         Section 9.04.    Counterparts  . . . . . . . . . . . . . . . . .   41
         SECTION 9.05.    GOVERNING LAW . . . . . . . . . . . . . . . . .   41
         Section 9.06.    Public Announcements  . . . . . . . . . . . . .   41
         Section 9.07.    Expenses  . . . . . . . . . . . . . . . . . . .   41
         Section 9.08.    Indemnification . . . . . . . . . . . . . . . .   41
         Section 9.09.    Successors and Assigns  . . . . . . . . . . . .   43
         Section 9.10.    No Third Party Rights.  . . . . . . . . . . . .   44
         Section 9.11.    Specific Performance  . . . . . . . . . . . . .   44
         Section 9.12.    Captions  . . . . . . . . . . . . . . . . . . .   44
         Section 9.13.    Severability  . . . . . . . . . . . . . . . . .   44
<PAGE>
         Section 9.14.    Mutual Waiver of Jury Trial . . . . . . . . . .   44
         Section 9.15.    Jurisdiction  . . . . . . . . . . . . . . . . .   44
         Section 9.16.    References to Other Agreements  . . . . . . . .   45

EXHIBITS

         A    -    Form of Share Repurchase Agreement
         B    -    Form of SOCO Option Agreement
         C    -    Form of Notice of Issuance
         D    -    Form of Certificate of Designations


SCHEDULES

          I   -    Schedule of Investors' Commitments
         II   -    Company's Disclosure Schedules
       5.02   -    Additional Certificates, Opinions, Etc.


         STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 31,
1997, among Patina Oil & Gas Corporation, a Delaware corporation (the
"Company"), and each of the investors who execute signature pages hereto
(each an "Investor" and collectively, the "Investors").

                             W I T N E S S E T H :

          WHEREAS, each of the Investors has severally agreed to purchase in
up to two purchases, and the Company has agreed to sell, subject to the terms
and conditions of this Agreement, up to the aggregate number of shares of the
Company's 8.5% Convertible Preferred Stock, par value $.01 per share (the
"8.5% Convertible Preferred Stock"), set forth opposite such Investor's name
on Schedule I hereto, and an aggregate of 100,000 shares of the Company's
Common Stock, par value $.01 per share ("Common Stock");

          WHEREAS, prior to or at about the time of the execution and
delivery of this Agreement, the Company shall have filed a Registration
Statement on Form S-3 in connection with the registration and sale on behalf
of Snyder Oil Corporation, the majority stockholder of the Company ("SOCO")
of up to 8,625,000 shares of the Company's Common Stock, owned by SOCO (such
registration and sale, the "Secondary Stock Offering"), and the consummation
of the sale of Common Stock by SOCO pursuant to the Secondary Stock Offering
shall be a condition precedent to the initial issuance and sale by the
Company of shares of 8.5% Convertible Preferred Stock hereunder;

          WHEREAS, substantially simultaneously with the execution and
delivery of this Agreement, the Company and SOCO shall have entered into a
Share Repurchase Agreement (the "Share Repurchase Agreement"), a copy of
which is attached hereto as Exhibit A, pursuant to which the Company has
agreed to repurchase from SOCO all of the remaining shares of Common Stock
owned by SOCO which have not been sold by SOCO in the Secondary Stock
Offering at a purchase price per share equal to the net offering price (after
deduction of the underwriters' commissions and discounts) (such price, the
"Net Offering Price") of the shares of Common Stock sold in the Secondary
Stock Offering (such redemption, the "SOCO Stock Redemption");

          WHEREAS, substantially simultaneously with the execution and
delivery of this Agreement, SOCO, the Company and each of the Investors (or
one of such Investor's affiliates) and Thomas J. Edelman, Chairman, Chief
Executive Officer and President of the Company ("Edelman"), shall have
entered into one or more Option Agreements (collectively, the "SOCO Option
Agreement"), a form of which is attached hereto as Exhibit B, pursuant to
which SOCO has granted to the Investors (or their affiliates) and Edelman one
or more options (collectively, the "Option on SOCO Shares") to purchase, on
the terms and conditions set forth in the SOCO Option Agreement, up to
4,000,000 of the shares of Common Stock owned by SOCO if the Secondary Stock
Offering and the SOCO Stock Redemption do not occur or if this Agreement
terminates under circumstances set forth in Section 8.03 hereof;

          WHEREAS, the Company contemplates that the proceeds (or a portion
thereof) from the issuance of the 8.5% Convertible Preferred Stock sold
hereunder, together with the proceeds of new borrowings under the Company's
existing senior credit facility and restricted stock sales, will be used to
pay the purchase price for the shares redeemed in the SOCO Stock Redemption,
and the Company shall be entitled under and subject to the terms and
conditions of this Agreement to determine, in its sole discretion, the
<PAGE>
aggregate number of shares of 8.5% Convertible Preferred Stock to be
ultimately issued and sold hereunder to fund a portion of such purchase
price;

          WHEREAS, in connection with the consummation of the Secondary Stock
Offering, the SOCO Stock Redemption and issuance and sale of the 8.5%
Convertible Preferred Stock hereunder, the Company contemplates issuing
additional shares of Common Stock and granting shares of restricted Common
Stock to certain senior executives of the Company as follows (collectively,
such transactions are referred to herein as the "Management Stock
Issuances"):  (i) to Edelman, (A) the issuance and sale of $2,000,000 of
shares of Common Stock to be purchased at a price per share equal to the
gross offering price in the Secondary Stock Offering and (B) the grant of
350,000 shares of restricted Common Stock and (ii) to the Company's other
senior executives, (A) the issuance and sale of an aggregate of $1,000,000 of
shares of Common Stock to be purchased at a price per share equal to the
gross offering price in the Secondary Stock Offering and (B) the grant of an
aggregate of 150,000 shares of restricted Common Stock;

          NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained and intending to
be legally bound hereby, the parties hereby agree as follows:


                                  ARTICLE I.

                                  Definitions

          Section 1.01.  Definitions.  As used in this Agreement, the
following terms shall have the meanings set forth below:

          "Affiliate" or "affiliate" shall mean, with respect to any
     person (the "target person"), any other person (the "affiliated
     person") which directly or indirectly controls or is controlled by
     or is under common control with such target person.  As used in
     this definition, "control" (including its correlative meanings,
     "controlled by" and "under common control with") shall mean
     possession, directly or indirectly, of power to direct or cause the
     direction of management or policies (whether through ownership of
     securities or partnership or other ownership interests, by contract
     or otherwise).

          "Agreement" shall have the meaning set forth in the recitals
     hereto.

          "Certificate of Designations" shall have the meaning set forth in
     Section 2.01.

          "Closing" shall mean the Initial Closing or the Second
     Closing, as the context may require.

          "Closing Date" shall mean the Initial Closing Date or the Second
     Closing Date, as the context may require.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.
<PAGE>
          "Common Stock" shall have the meaning set forth in the recitals
     hereto.

          "Company" shall have the meaning set forth in the recitals hereto.

          "Company Plans" shall have the meaning set forth in Section
     3.01(k).

          "Company Reports" shall have the meaning set forth in Section
     3.01(i).

          "Company Stockholders' Approval" shall have the meaning set forth
     in Section 4.09(a).

          "Company's Disclosure Schedules" shall have the meaning set forth
     in Section 3.01.

          "Damages" shall have the meaning set forth in Section 9.08(a).

          "Demand Registration" shall have the meaning set forth in Section
     6.02.

          "Edelman" shall have the meaning set forth in the recitals hereto.

          "ERISA" shall have the meaning set forth in Section 3.01(k).

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          "Excluded Registration Statement" shall have the meaning set forth
     in Section 6.03.

          "Final Determination" shall have the meaning set forth in Section
     9.08(f).

          "Fund VII" shall have the meaning set forth in Section 2.01(a).

          "Fund VII Amount" shall have the meaning set forth in Section
     2.01(a).

          "GAAP" shall mean generally accepted accounting principles in
     the United States of America in effect from time to time.

          "Holder" or "Holders" shall have the meaning set forth in Section
     6.01.

          "HSR Act" shall have the meaning set forth in Section 3.01(g).

          "Indemnified Persons" shall have the meaning set forth in Section
     9.08(a).

          "Initial Closing" or "Initial Closing Date" shall have the
     meaning set forth in Section 2.02(a).

          "Investor" or "Investors" shall have the meaning set forth in the
     recitals hereto.
<PAGE>
          "knowledge" or "best knowledge" shall mean, with respect to
     any Person, the actual knowledge of the officers of such Person
     making such statement, assuming reasonable inquiry into the matter.

          "Management Stock Issuances" shall have the meaning set forth in
     the recitals hereto.

          "Material Adverse Effect" shall mean a material adverse effect
     on (a) the business, assets, liabilities, results of operations or
     financial condition of the Company and its subsidiaries taken as a
     whole, (b) the ability of the Company to perform its obligations
     under this Agreement or (c) the validity or enforceability of this
     Agreement or the rights or remedies of the Investors hereunder.

          "Material Contracts" shall have the meaning set forth in Section
     3.01(n).

          "Net Offering Price" shall have the meaning set forth in the
     recitals hereto.

          "Notice of Issuance" shall mean the notice of issuance certificate
     which may be delivered by the Company to the Investors in accordance
     with the provisions of Section 2.01, which shall be in the form attached
     hereto as Exhibit C.

          "NYSE" shall have the meaning set forth in Section 3.01(f).

          "Option on SOCO Shares" shall have the meaning set forth in the
     recitals hereto.

          "Person" or "person" shall mean an individual, corporation,
     association, partnership, trust, joint venture, business trust or
     unincorporated organization, or a government or any agency or
     political subdivision thereof.

          "PIK Period" shall mean, with respect to the 8.5% Convertible
     Preferred Stock, the two-year mandatory period during which the Company
     shall be obligated to issue pay-in-kind dividends on such stock.

          "Proxy Statement" shall have the meaning set forth in Section
     4.09(b).

          "Registrable Shares" shall have the meaning set forth in Section
     6.01.

          "Registration Expenses" shall have the meaning set forth in Section
     6.07.

          "SEC" shall mean the United States Securities and Exchange
     Commission.

          "Second Closing" or "Second Closing Date" shall have the
     meaning set forth in Section 2.02(a). 

          "Secondary Stock Offering" shall have the meaning set forth in the
     recitals hereto.
<PAGE>
          "Securities Act" shall mean the Securities Act of 1933, as
     amended.

          "Share Repurchase Agreement" shall have the meaning set forth in
     the recitals hereto.

          "SOCO Option Agreement" shall have the meaning set forth in the
     recitals hereto.

          "SOCO Stock Redemption" shall have the meaning set forth in the
     recitals hereto.

          "SOCO" shall have the meaning set forth in the recitals hereto.

          "Subsidiary" or "subsidiary" shall mean, with respect to any
     corporation (the "parent") any other corporation, association or
     other business entity of which more than 50% of the shares of the
     voting stock are owned or controlled, directly or indirectly, by
     the parent or one or more Subsidiaries of the parent, or by the
     parent and one or more of its Subsidiaries.

          "Tax Returns" means any return, amended return or other report
     required to be filed with respect to any Tax, including declaration of
     estimated tax and information returns.

          "Taxes" means any federal, state, local or foreign taxes, including
     but not limited to income, gross receipts, windfall profits, value
     added, severance, property, production, sales, use, license, excise,
     franchise, employment, withholding or similar taxes, together with any
     interest, additions or penalties with respect thereto and any interest
     in respect of such penalties.

          "Transfer" shall have the meaning set forth in Section 4.05.

          "8.5% Convertible Preferred Stock" shall have the meaning set forth
     in the recitals hereto.


                                  ARTICLE II.

              Sale and Purchase of the 8.5% Convertible Preferred
                 Stock, Common Stock and Related Transactions

          Section 2.01.  Sale and Purchase of the Preferred Stock and Common
Stock.  (a)  Subject to all of the terms and conditions of this Agreement,
and in reliance upon the representations and warranties hereinafter set
forth, at the Initial Closing provided for in Section 2.02 hereof, the
Company will sell to each Investor, and each Investor will purchase from the
Company, up to the aggregate number of shares of 8.5% Convertible Preferred
Stock set forth opposite such Investor's name on Schedule I hereto, plus that
number (and no less than that number) of shares of Common Stock opposite such
Investor's name on Schedule I hereto, for a purchase price of $25 per share
of 8.5% Convertible Preferred Stock purchased.  The Company shall deliver to
each Investor, not less than three business days prior to the Initial Closing
Date, a Notice of Issuance which sets forth the number of shares of 8.5%
Convertible Preferred Stock to be sold to, and purchased by, each Investor;
provided that the aggregate number of shares of 8.5% Convertible Preferred
<PAGE>
Stock to be issued and sold at the Initial Closing shall not be less than
1,600,000.  To the extent the Initial Closing involves the sale of less than
2,520,000 shares of 8.5% Convertible Preferred Stock, then the shares
purchased at such Closing shall be purchased pro rata by the Investors
according to the amounts set forth in Schedule I.  The 8.5% Convertible
Preferred Stock will have the designations, relative rights, preferences and
limitations set forth in the Company's Certificate of Incorporation and the
Certificate of Designations in the form attached hereto as Exhibit D (the
"Certificate of Designations").  If the Notice of Issuance is delivered to
First Reserve Fund VII, Limited Partnership ("Fund VII") less than ten
business days prior to any Closing, Fund VII shall not be required to fund
its portion of the purchase price to be paid at such Closing (the "Fund VII
Amount") until ten business days after delivery of such Notice of Issuance,
provided that (A) Fund VII irrevocably and unconditionally commits to fund
the "Fund VII Amount" at the same time as other Investors fund such Closing
and (B) the Company shall place in escrow with counsel to the Company the
securities to be purchased with the Fund VII Amount and other Closing
documents delivered at such Closing until Fund VII pays to the Company the
Fund VII Amount as set forth above. 

          (b)  Subject to all of the terms and conditions of this Agreement,
and in reliance upon the representations and warranties hereinafter set
forth, at the Second Closing (if any) provided for in Section 2.02 hereof,
the Company will sell to each Investor, and each Investor will purchase from
the Company, for a purchase price of $25 per share, a number of shares of
8.5% Convertible Preferred Stock not to exceed the difference of (i) the
aggregate number of shares of 8.5% Convertible Preferred Stock set forth
opposite such Investor's name on Schedule I hereto minus (ii) the aggregate
number of shares of 8.5% Convertible Preferred Stock issued and sold to such
Investor at the Initial Closing.  The Company shall deliver to each Investor,
not less than ten business days prior to any the Second Closing Date, a
Notice of Issuance which sets forth the number of shares of 8.5% Convertible
Preferred Stock to be sold to, and purchased by, each Investor. 
Notwithstanding the foregoing, if the beneficial ownership of Common Stock by
Highbridge International LDC ("HIL"), after giving effect to the shares of
8.5% Convertible Preferred Stock proposed to be issued at the Second Closing,
would exceed 5% of the total outstanding shares of the Common Stock of the
Company, HIL shall only be required to purchase shares of 8.5% Convertible
Preferred Stock to the extent that the ownership of such shares by HIL does
not exceed such 5% threshold (it being the intent that such threshold be
calculated in accordance with the "FIRPTA" regulations under the Internal
Revenue Code).  To the extent the shares to be purchased by HIL are reduced
pursuant to the foregoing sentence, such shares may be purchased by the
remaining Investors pro rata according to the amounts set forth on Schedule
I.

          Section 2.02.  Closing.  (a)  Subject to the satisfaction or waiver
of the conditions set forth in this Agreement, each sale and purchase of the
8.5% Convertible Preferred Stock pursuant to Section 2.01 (the first such
sale and purchase, together with the purchase and sale of Common Stock, shall
be referred to herein as the "Initial Closing"; and the second sale and
purchase shall be referred to herein as the "Second Closing") shall take
place no later than December 31, 1997, at the offices of Simpson Thacher &
Bartlett, counsel to the Company, at 425 Lexington Avenue, New York, New York
10017, on the first business day following the date on which the conditions
in Article V are satisfied (or waived by the Investors or the Company, as the
case may be) (the date of the Initial Closing, the "Initial Closing Date";
<PAGE>
and the date of the Second Closing, the "Second Closing Date") or at such
other time and place as may be mutually agreed upon by the Investors and the
Company.

          (b)  At each Closing:  (i) the Company will deliver to each
Investor a certificate or certificates for the 8.5% Convertible Preferred
Stock (A) to be sold to such Investor in accordance with the provisions of
Section 2.01 and (B) in the case of the Initial Closing, Common Stock to be
sold to such Investor pursuant to Section 2.01, in each case registered in
the respective name(s) and proportions as such Investor shall have specified
to the Company at least two business days prior to such Closing; (ii) each
Investor, in full payment for the 8.5% Convertible Preferred Stock (and, in
the case of the Initial Closing, Common Stock) to be purchased pursuant to
Section 2.01 on the related Closing Date, will deliver to the Company
immediately available funds, by wire transfer to such account as the Company
shall specify at least two business days prior to such Closing, in the amount
of the purchase price to be paid hereunder pursuant to Section 2.01; and
(iii) each party shall take or cause to happen such other actions, and shall
execute and deliver such other instruments or documents, as shall be required
under Article V hereof.


                                 ARTICLE III.

                        Representations and Warranties

          Section 3.01.  Representations and Warranties of the Company.  The
Company represents and warrants to, and agrees with, the Investors as follows
(it being understood that, in addition to any exceptions or qualifications
contained herein, the following representations and warranties shall be
further qualified by the disclosures contained in the Company's disclosure
schedules that have been previously delivered to the Investors and copies of
which are attached hereto as Schedule II (the "Company's Disclosure
Schedules")):

          (a)  Organization and Good Standing of the Company.  The Company is
     a corporation duly organized, validly existing and in good standing
     under the laws of its jurisdiction of incorporation and has all
     requisite corporate power and authority to own, operate and lease its
     properties and to carry on its business as it is now being conducted. 
     The Company is duly licensed or qualified as a foreign corporation for
     the transaction of business and is in good standing under the laws of
     each other jurisdiction in which it owns or leases properties, or
     conducts any business, so as to require such qualification, except where
     the failure to be so licensed or qualified in any such jurisdiction,
     individually or in the aggregate, would not have a Material Adverse
     Effect.  

          (b)  Organization and Good Standing of Company's Subsidiaries. 
     Section 3.01(b) of the Company's Disclosure Schedules lists all
     subsidiaries of the Company and their respective jurisdictions of
     incorporation.  Except as set forth in Section 3.01(b) of the Company's
     Disclosure Schedules, (i) the Company owns, directly or indirectly, all
     the shares of outstanding capital stock of each of its subsidiaries,
     free and clear of any claim, lien, encumbrance, agreement or preemptive
     rights with respect thereto, (ii) no equity securities of any of the
     Company's subsidiaries are or may become required to be issued by reason
<PAGE>
     of any options, warrants, calls or commitments of any character
     whatsoever, (iii) there are outstanding no securities or rights
     convertible into or exchangeable for shares of any capital stock of any
     of the Company's subsidiaries and (iv) there are no contracts,
     commitments, understandings or arrangements by which any of the
     Company's subsidiaries is bound to issue additional shares of its
     capital stock or options, warrants or rights to purchase or acquire any
     additional shares of its capital stock.  Each of the Company's
     subsidiaries is a corporation duly organized, validly existing and in
     good standing under the laws of its jurisdiction of organization, and
     has all requisite corporate power and authority and governmental
     authorizations to own, operate and lease its properties and to carry on
     its business as it is now being conducted, and is duly licensed or
     qualified to do business in each other jurisdiction in which it owns or
     leases properties, or conducts any business, so as to require such
     qualification, except where the failure to be so licensed or qualified
     in any such jurisdiction, individually or in the aggregate, would not
     have a Material Adverse Effect.

          (c)  Authorization.  The Company has full corporate power and
     authority to enter into this Agreement and to consummate the
     transactions contemplated hereby.  The execution, delivery and
     performance of this Agreement and the consummation of the transactions
     contemplated hereby has been duly authorized by the Board of Directors
     of the Company.  No other corporate proceedings on the part of the
     Company are necessary to authorize the execution, delivery and
     performance of this Agreement and the transactions contemplated hereby. 
     This Agreement has been duly and validly executed and delivered by the
     Company and this Agreement constitutes a valid and binding obligation of
     the Company enforceable in accordance with its terms, except as such
     enforceability may be limited by bankruptcy, insolvency, reorganization,
     moratorium and other similar laws relating to or affecting creditors'
     rights generally, by general equity principles (regardless of whether
     such enforceability is considered in a proceeding in equity or at law)
     and by an implied covenant of good faith and fair dealing.

          (d)  Capitalization.  Section 3.01(d) of the Company's Disclosure
     Schedules sets forth (i) the authorized capital stock of the Company,
     the number of shares of each class of capital stock issued and
     outstanding and the number of shares of Common Stock reserved for
     issuance in connection with employee benefit and stock option plans in
     each case as of the date hereof, and (ii) all options, warrants, calls
     or commitments to issue which may result in the issuance of equity
     securities of the Company, in each case setting forth the identity of
     the holder thereof, the exercise or similar price and the date of
     expiration or termination thereof.  All of the issued and outstanding
     shares of the Company's capital stock have been duly and validly
     authorized and issued and are fully paid and non-assessable and are not
     subject to any preemptive rights.  Except as set forth in Section
     3.01(d) of the Company's Disclosure Schedules, (A) no equity securities
     of the Company are or may become required to be issued by reason of any
     options, warrants, calls or commitments of any character whatsoever, (B)
     there are outstanding no securities or rights convertible into or
     exchangeable for shares of any capital stock of the Company and (C)
     there are no contracts, commitments, understandings or arrangements by
     which the Company is bound to issue additional shares of its capital
<PAGE>
     stock or options, warrants or rights to purchase or acquire any
     additional shares of its capital stock.

          (e)  8.5% Convertible Preferred Stock.  The 8.5% Convertible
     Preferred Stock has been duly authorized by all necessary corporate
     action.  When issued and sold against receipt of the consideration
     therefor, the 8.5% Convertible Preferred Stock will be validly issued,
     fully paid and nonassessable, will not subject the holders thereof to
     any personal liability and will not be subject to any preemptive rights
     of any other stockholder of the Company.  A total of up to 10,000,000
     shares of Common Stock have been duly reserved for issuance upon the
     conversion of the 8.5% Convertible Preferred Stock.  The shares of
     Common Stock issuable upon conversion of the 8.5% Convertible Preferred
     Stock and the shares of 8.5% Convertible Preferred Stock issuable as
     dividends thereon have been duly and validly authorized and, if and when
     issued, will be validly issued, fully paid and non-assessable and will
     not be subject to any preemptive rights except as contemplated by this
     Agreement and the Certificate of Designations.  At each Closing, the
     Investors will receive valid title to the 8.5% Convertible Preferred
     Stock to be purchased on such date, free and clear of any claim, lien,
     security interest or other encumbrance (except as created by this
     Agreement or the Certificate of Designations).

          (f)  No Conflicts.  Except as set forth in Section 3.01(f) of the
     Company's Disclosure Schedules, the execution, delivery and performance
     of this Agreement, the consummation of the transactions by the Company
     contemplated hereby and the compliance by the Company with any of the
     provisions hereof will not conflict with, violate or result in a breach
     of any provision of, require a consent under, or constitute a default
     under (i) any provision of the certificate of incorporation, by-laws or
     other governing instrument of the Company or the Certificate of
     Designations (when filed with the Secretary of State of Delaware), or
     the certificate of incorporation, charter, by-laws or other governing
     instrument of the Company's subsidiaries, (ii) (A) any mortgage, note,
     indenture, lease, loan agreement, warrant or other agreement or
     instrument or (B) assuming that the clearances, filings, consents and
     approvals specified in Section 3.01(g) of the Company's Disclosure
     Schedules have been obtained or made, any permit, concession, license,
     judgment, order, injunction, statute, law, rule or regulation of any
     governmental entity, securities exchange or any other Person, in the
     case of (A) or (B), binding on or otherwise applicable to the Company,
     the Company's subsidiaries or their respective properties or assets, or
     (iii) any rules and regulations of the New York Stock Exchange, Inc.
     (the "NYSE") (other than in connection with the Company Stockholders'
     Approval).

          (g)  No Consents.  Except as set forth in Section 3.01(g) of the
     Company's Disclosure Schedules, no consent, approval, order or
     authorization of, or registration, declaration or filing with, any
     governmental entity is required in connection with the execution,
     delivery and performance of this Agreement by the Company and the
     consummation of the transactions by the Company hereunder.  The Company
     does not own "non-exempt assets" (within the meaning contemplated by
     Section 802.4 under the Hart-Scott-Rodino Antitrust Improvements Act of
     1976, as amended (the "HSR Act"), with an aggregate fair market value
     (as determined in accordance with the HSR Act) of more than $15 million.
<PAGE>
          (h)  Financial Statements.  The Company has previously delivered to
     the Investors copies of (i) the consolidated balance sheet of the
     Company and its subsidiaries as of December 31 for the fiscal years 1995
     and 1996, and the related consolidated statements of operations,
     statements of stockholders' equity and cash flows for the fiscal years
     1994, 1995 and 1996, as reported in the Company's Annual Report on Form
     10-K for the fiscal year ended December 31, 1996, filed by the Company
     with the SEC under the Exchange Act, in each case accompanied by the
     audit report of Arthur Andersen LLP, independent public accountants with
     respect to the Company, and (ii) the unaudited consolidated balance
     sheet of the Company and the Company Subsidiaries as of June 30, 1997
     and the related unaudited consolidated statement of operations,
     statements of stockholders' equity and cash flows for the three-month
     periods then ended as reported in the Company's Quarterly Report on Form
     10-Q for the quarter ended June 30, 1997, filed with the SEC under the
     Exchange Act.  All of such financial statements fairly present the
     consolidated financial position of the Company and its subsidiaries as
     of the dates shown and the results of the consolidated operations,
     statements of stockholders' equity and cash flows of the Company and its
     subsidiaries for the respective fiscal periods or as of the respective
     dates therein set forth, in each case subject, as to interim statements,
     to changes resulting from year-end adjustments (none of which will be
     material in amount and effect).  All of such financial statements have
     been prepared in accordance with GAAP consistently applied during the
     periods involved, except as otherwise set forth in the notes thereto,
     and the Company and its subsidiaries have no liabilities or obligations
     of any nature (absolute, accrued, contingent or otherwise) which are not
     fully reflected or reserved against in the balance sheet as of June 30,
     1997, included in such financial statements, except for liabilities that
     may have arisen in the ordinary and usual course of business and
     consistent with past practice and that, individually or in the
     aggregate, would not have a Material Adverse Effect.

          (i)  Reports.  The Company has timely filed, and will timely file,
     all reports, registration statements, proxy statements and other
     materials, together with any amendments required to be made with respect
     thereto, that were required to be filed, at any time prior to any
     Closing, with the SEC under the Securities Act or the Exchange Act or
     with the NYSE (all such reports and statements are collectively referred
     to herein as the "Company Reports").  As of their respective dates, the
     Company Reports, including the financial statements contained therein,
     complied in all material respects with all of the statutes and published
     rules and regulations enforced or promulgated by the regulatory
     authority or exchange with which they were filed, did not contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading and were complete and accurate in all material
     respects.

          (j)  Legal Proceedings.  Except as set forth in Section 3.01(j),
     there are no legal, administrative, arbitration or other proceedings,
     claims, actions or governmental investigations of any nature pending
     against the Company or its subsidiaries or to which the Company or its
     subsidiaries or any of their assets are subject, and, to the best
     knowledge of the Company, there has not been threatened any such
     proceeding, claim, action or governmental investigation against the
<PAGE>
     Company or its subsidiaries, in each case which individually or in the
     aggregate would, if adversely determined, have a Material Adverse
     Effect.  As of the date hereof, neither the Company nor any of its
     subsidiaries is subject to any order, writ, judgment, injunction or
     decree having, or which would have, a Material Adverse Effect or which
     would interfere with the consummation of the transactions contemplated
     by this Agreement.

          (k)  Employee Benefits.  (i)  Each "employee benefit plan" (within
     the meaning of section 3(3) of the Employee Retirement Income Security
     Act of 1974, as amended ("ERISA"), and any other material employee plan,
     agreement or arrangement that is or has been maintained or otherwise
     contributed to by the Company or its subsidiaries for the benefit of
     their employees (collectively, "Company Plans") has been administered
     and is in material compliance with the terms of such plan and all
     applicable laws, rules and regulations.

          (ii) There are no pending or, to the best knowledge of the Company,
     threatened, actions, claims or lawsuits which have been asserted or
     instituted involving or arising out of the Company Plans, with respect
     to the operation or administration of such plans (other than routine
     benefit claims).

          (iii)     The Company has not incurred, and no event has occurred
     which would be reasonably likely to result in, (A) any liability under
     ERISA or the Code, including but not limited to liability resulting from
     a complete or partial withdrawal from a "multiemployer plan" (as such
     term is defined in section 3(37) of ERISA) or a termination of a Company
     Plan which is covered by Title IV of ERISA, but which is not a
     multiemployer plan or (B) any liability to or with respect to any
     Company Plan except for contributions heretofore properly paid or
     accrued or not due to be paid or accrued.

          (iv)  No Company Plan exists which could result in the payment to
     any employee of the Company or its Subsidiaries of any money or other
     property or rights or accelerate or provide any other rights or benefits
     to any such employee as a result of the transactions contemplated by
     this Agreement, including the Management Stock Issuances, whether or not
     such payment would constitute a parachute payment within the meaning of
     Section 280G of the Code.

          (l)  Compliance with Applicable Law.  The business of the Company
     and its subsidiaries are in compliance in all material respects with all
     applicable Federal, state, local and foreign governments' laws and
     regulations, except where any failures to be so in compliance, either
     individually or in the aggregate, would not have a Material Adverse
     Effect; provided that to the extent oil and gas properties owned by the
     Company or its subsidiaries are operated by operators other than the
     Company or its subsidiaries, the Company does not have any knowledge of
     non-compliance and the appropriate Person has diligently enforced all
     contractual obligations of such operators to insure compliance.

          (m)  Absence of Certain Changes.  Except as contemplated by this
     Agreement and as described in Section 3.01(m) of the Company's
     Disclosure Schedules, since June 30, 1997, the Company and its
     subsidiaries have conducted their respective businesses in the ordinary
     and usual course and, since such date, (i) there has not been any
<PAGE>
     condition, event or occurrence which had or will have a Material Adverse
     Effect and (ii) neither the Company nor any of its subsidiaries has
     taken any of the actions prohibited by Section 4.02.

          (n)  Material Contracts.  Except as set forth in Section 3.01(n) of
     the Company's Disclosure Schedules, the Company has provided or made
     available to the Investors true and complete copies of all written
     contracts, agreements, leases, commitments and other instruments to
     which the Company or any of its subsidiaries is a party or by which the
     Company or any of its subsidiaries is bound (i) which require payments
     to be made in excess of $1,000,000 per year for goods and/or services),
     (ii) which do not by their terms expire and are not subject to
     termination (without penalty to the Company or its subsidiaries as the
     case may be) within six months from the date of the execution and
     delivery thereof, (iii) to which any director, officer or holder of more
     than 5% of the outstanding shares of Common Stock are a party or (iv)
     the termination of which would have a Material Adverse Effect (the
     agreements set forth in clauses (i), (ii), (iii) and (iv), the "Material
     Contracts").  Except as set forth in Section 3.01(n) of the Company's
     Disclosure Schedules, each of the Material Contracts is a valid, binding
     and enforceable agreement of the Company or its subsidiaries and, to the
     best of the Company's knowledge, each other party thereto, and no
     breach, default or condition exists with respect thereto which, either
     individually or in the aggregate, would have a Material Adverse Effect.

          (o)  Taxes and Filing of Tax Returns.  Except as disclosed on
     Section 3.01(o) of the Company's Disclosure Schedules, the Company, its
     subsidiaries and its predecessors have been accurately prepared and
     timely filed all material tax returns required to have been filed and
     have paid all Taxes shown to be due and payable on such returns,
     including interest and penalties, and all other Taxes which are payable
     by such party, to the extent the same have become due and payable other
     than Taxes with respect to which a failure to pay, in the aggregate,
     would not have a Material Adverse Effect.  Except as disclosed on
     Section 3.01(o) of the Company's Disclosure Schedules, (i) the Company
     does not know of any proposed material Tax assessment against the
     Company or its subsidiaries, and all Tax liabilities of the Company, its
     subsidiaries and its predecessors are adequately provided for and (ii)
     no material Tax liability of the Company, its subsidiaries or its
     predecessors has been asserted for Taxes in excess of those already
     paid.

          (p)  Title to Properties; Liens.  The Company and its subsidiaries
     have good and valid title to all material assets purported to be owned
     by it subject only to (i) liens granted in favor the Company's senior
     lenders pursuant to the Company's existing credit facility and (ii)
     claims, liens, security interests or other encumbrances which,
     individually or in the aggregate, would not have a Material Adverse
     Effect.

          (q)  Licenses, Permits, Etc.  The Company and its subsidiaries
     possess such valid franchises, certificates of convenience and
     necessity, operating rights, licenses, permits, consents,
     authorizations, exemptions and orders of tribunals or regulatory
     authorities, as are necessary or customary to carry on its business as
     now being conducted, except to the extent a failure to obtain any such
     item would not have a Material Adverse Effect; provided that to the
<PAGE>
     extent oil and gas properties owned by the Company or its subsidiaries
     are operated by operators other than the Company or its subsidiaries,
     the Company does not have any knowledge of non-compliance and the
     appropriate Person has diligently enforced all contractual obligations
     of such operators to insure compliance.

          (r)  Environmental Matters.  (i)  No real or personal property
     owned or leased by the Company (including without limitation, oil and
     gas properties) and no operations conducted thereon, and to the
     Company's knowledge, no operations of any prior owner, lease or
     operators of any such properties, is or has been in violation of any
     Applicable Environmental Law other than violations which individually
     and in the aggregate would not have, or could not reasonably be expected
     to have in the future, a Material Adverse Effect, nor is any such
     property or operation the subject of any existing, pending or, to the
     Company's knowledge, threatened action, suit, investigation, inquiry or
     preceding with respect to Applicable Environmental Laws which,
     individually or in the aggregate, would have, or could not reasonably be
     expected to have in the future, a Material Adverse Effect.  All notices,
     permits, licenses, and similar authorizations, if any, required to be
     obtained or filed in connection with the ownership or operation of any
     and all real and personal property owned, leased or operated by the
     Company or its subsidiaries, including, without limitation, notices,
     licenses, orders, permits and authorizations required in connection with
     any past or present treatment, storage, disposal, or release, by the
     Company or its predecessors of hazardous substances, petroleums, or
     solid waste into the environment, have been duly obtained or filed
     except to the extent the failure to obtain or file such notices,
     licenses, permits and authorizations would not have a Material Adverse
     Effect at the present time or in the future.  To the Company's
     knowledge, all hazardous substances, if any, generated at any and all
     real and personal property operated by the Company or its subsidiaries
     have been transported, treated, and disposed of only by carriers
     maintaining valid permits under RCRA and any other Applicable
     Environmental Laws.  Except as disclosed in the Section 3.01(r) of the
     Company's Disclosure Schedules, there has been no release or threatened
     release of any quantity of any hazardous substances or petroleum on, to
     or from any real or personal property owned, leased, or operated by the
     Company or its subsidiaries or predecessors which was not in compliance
     with Applicable Environmental Laws other than releases which,
     individually or in the aggregate, would not have a Material Adverse
     Effect at the present time or in the future.

          (ii)  "Applicable Environmental Law" shall mean any law, statute,
     ordinance, rule, regulation, order or determination of any governmental
     authority or any board of fire underwriters (or other body exercising
     similar functions), affecting any real or personal property owned,
     operated or leased by the Company or its subsidiaries or any other
     operation of the Company or its subsidiaries in any way pertaining to
     health, safety or the environment, including, without limitation, all
     applicable zoning ordinances and building codes, flood disaster laws and
     health, safety and environmental laws and regulations, and further
     including without limitation, (A) the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as amended by the
     Superfund Response, Compensation, and Liability Act of 1980, as amended
     by the Superfund Amendments and Reauthorization Act of 1986 (as amended
     from time to time, herein collectively referred to as "CERCLA"), (B) the
<PAGE>
     Resource Conservation and Recovery Act of 1976, as amended by the Used
     Oil Recycling Act of 1980, the Solid Waste Recovery Act of 1976, as
     amended by the Solid Waste Disposal Act of 1980, and the Hazardous and
     Solid Waste Amendments of 1984 (as amended from time to time, herein
     referred to as "RCRA"), (C) the Safe Drinking Water Act, as amended, (D)
     the Toxic Substances Control Act, as amended, (E) the Clean Air Act, as
     amended, (F) Emergency Planning and Community Right-to-Know Act, (G) the
     Clean Water Act, (H) the Occupational Safety and Health Act of 1970, as
     amended, (I) the laws, rules and regulations of any state having
     jurisdiction over any real or personal property owned, operated or
     leased by the Company or its subsidiaries or any other operation of the
     Company or its subsidiaries which relate to health, safety or the
     environment, as each may be amended from time to time, and (H) any
     federal, state, county or municipal laws, ordinance or regulations which
     may now or hereafter require removal of asbestos or other hazardous
     substances or impose any liability related to asbestos or other
     hazardous substances.  The terms hazardous substance, petroleum, release
     and threatened release have the meanings specified in CERCLA, and the
     terms solid waste and disposal (or disposed) have the meanings specified
     in RCRA; provided, however, in the event either CERCLA or RCRA is
     amended so as to broaden the meaning of any term defined thereby, such
     broader meaning shall apply subsequent to the effective date of such
     amendment with respect to all provisions of this Agreement; and provided
     further that, to the extent the laws of the state in which any real or
     personal property owned, operated or leased by the Company or its
     subsidiaries is located establish a meaning for hazardous substance,
     petroleum, release, solid waste or disposal which is broader than that
     specified in either CERCLA or RCRA, such broader meaning shall apply in
     so far as such broader meaning is applicable to the real or personal
     property owned, operated or leased by the Company or its subsidiaries
     and located in such state.

          (s)  Brokers and Finders.  Neither the Company nor any of its
     subsidiaries nor any of their respective officers, directors, employees
     or agents has utilized any broker, finder, placement agent or financial
     advisor or incurred any liability for any fees or commissions in
     connection with any of the transactions contemplated hereby, except that
     the special committee of the Company's Board of Directors has engaged
     A.G. Edward & Sons, Inc. to deliver a fairness opinion in connection
     with this Agreement.

          (t)  DGCL Section 203.  The Board of Directors of the Company has
     taken all action necessary to exempt from the provisions of Section 203
     of the Delaware General Corporation Law ("Section 203"), to the extent
     applicable, this Agreement, any acquisition by the Investors of 8.5%
     Convertible Preferred Stock pursuant to this Agreement and the
     Certificate of Designations and any conversion by the Investors of 8.5%
     Convertible Preferred Stock into Common Stock.

          (u)  Accuracy of Information in Proxy Statement and Prospectus. 
     Each of the Proxy Statement and the Company's Prospectus prepared in
     connection with the Secondary Stock Offering (and any amendments or
     supplements thereto), on the date filed with the SEC and on the date
     declared effective by the SEC (in the case of the Prospectus), will not
     contain any untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary in order to
<PAGE>
     make the statements therein, in light of the circumstances under which
     they are made, not misleading.

          Section 3.02.  Representations and Warranties of Investors.  Each
Investor represents and warrants to, and agrees with, the Company as follows:

          (a)  Organization and Good Standing.  Each Investor is duly
     organized, validly existing and in good standing under the laws of its
     jurisdiction of organization and has the requisite power and authority
     to enter into this Agreement and to carry out its obligations hereunder.

          (b)  Authorization.  The execution, delivery and performance of
     this Agreement and the consummation of the transactions contemplated
     hereby have been authorized by all necessary action on behalf of such
     Investor.  No other proceedings on the part of such Investor are
     necessary to authorize the execution, delivery and performance of this
     Agreement and the transactions contemplated hereby.  This Agreement has
     been duly and validly executed and delivered by such Investor and this
     Agreement constitutes a valid and binding obligation of such Investor
     enforceable in accordance with its terms, except as such enforceability
     may be limited by bankruptcy, insolvency, reorganization, moratorium and
     other similar laws relating to or affecting creditors' rights generally,
     by general equity principles (regardless of whether such enforceability
     is considered in a proceeding in equity or at law) and by an implied
     covenant of good faith and fair dealing.

          (c)  No Conflicts.  The execution, delivery and performance of this
     Agreement, the consummation of the transactions by such Investor
     contemplated hereby and the compliance by such Investor with any of the
     provisions hereof will not conflict with, violate or result in a breach
     of any provision of, require a consent under, or constitute a default
     under, (i) in the case of any Investor that is not a natural person, any
     provision of the limited partnership agreement, certificate of
     incorporation, by-laws or other governing instrument of such Investor,
     as the case may be, or (ii) (A) any mortgage, note, indenture, lease,
     loan agreement, warrant or other agreement or instrument or (B) any
     permit, concession, license, judgment, order, injunction, statute, law,
     rule or regulation of any governmental entity, securities exchange or
     any other Person, in the case of (A) or (B), binding on or otherwise
     applicable to such Investor or its or his properties or assets.

          (d)  No Consents.  No consent, approval, order or authorization of,
     or registration, declaration or filing with, any governmental entity is
     required in connection with the execution, delivery and performance of
     this Agreement by such Investor and the consummation of the transactions
     by such Investor hereunder, except for any filings with the SEC required
     to be made by it or him after any Closing.

          (e)  Legal Proceedings.  There are no legal, administrative,
     arbitration or other proceedings, claims, actions or governmental
     investigations of any nature pending against such Investor or to which
     such Investor or any of its or his assets are subject, and, to the best
     knowledge of such Investor, there has not been threatened any such
     proceeding, claim, action or governmental investigation against such
     Investor in each case which, if adversely determined, would interfere
     with the consummation of the transactions contemplated by this
     Agreement.  As of the date hereof, such Investor is not subject to any
<PAGE>
     order, writ, judgment, injunction or decree which would interfere with
     the consummation of the transactions contemplated by this Agreement.

          (f)  Securities Act.  Such Investor is acquiring the 8.5%
     Convertible Preferred Stock solely for the purpose of investment and not
     with a view to, or for resale in connection with, any distribution
     thereof in violation of the Securities Act.

          (g)  Brokers and Finders.  Neither such Investor nor (if
     applicable) any of its officers, directors, employees or agents has
     utilized any broker, finder, placement agent or financial advisor or
     incurred any liability for any fees or commissions in connection with
     any of the transactions contemplated hereby.


                                  ARTICLE IV.

                     Additional Agreements of the Parties

          Section 4.01.  Taking of Necessary Action.  Each of the parties
hereto agrees to use all reasonable efforts promptly to take or cause to be
taken all action and promptly to do or cause to be done all things necessary,
proper or advisable under applicable laws and regulations to fulfill the
conditions, consummate and make effective the transactions contemplated by
this Agreement.  Without limiting the foregoing, the Company and the
Investors will, and the Company shall cause its subsidiaries to, each use all
reasonable efforts to make all filings and obtain all consents of
governmental entities or other persons relating to such party which may be
necessary or, in the opinion of the Company or the Investors, as the case may
be, advisable for the consummation of the transactions contemplated by this
Agreement.

          Section 4.02.  Conduct of Business.  Except as otherwise required
to perform its obligations under this Agreement or any agreement or
arrangement contemplated herein, from the date hereof to the Initial Closing
Date, the Company shall, and shall cause each of its subsidiaries to:

          (a)  conduct its operations in accordance with its ordinary course
     of business and consistent with past practice;

          (b)  unless required pursuant to the terms of this Agreement, or
     consented to in writing by the Investors, not amend or in any way alter
     its certificate of incorporation or by-laws;

          (c)  not engage in any other act, other than in the ordinary course
     of business and consistent with past practice, that would have a
     Material Adverse Effect or in any way delay or impair consummation of
     the transactions contemplated by this Agreement;

          (d)  not change the number of shares of the authorized or issued
     capital stock of the Company, issue or grant any security, option,
     warrant, call, commitment, subscription, or agreement of any character
     relating to the authorized or issued capital stock of the Company or any
     of its subsidiaries, or any securities convertible into shares of such
     stock (except for grants of options to purchase Common Stock previously
     approved by the Company's Board of Directors to be granted pursuant to
     existing employee benefit plans of the Company and except in connection
<PAGE>
     with any transaction permitted by Section 4.02(g) below), split, combine
     or reclassify any shares of the capital stock of the Company, declare,
     set aside or pay any dividend or other distribution (whether in cash,
     stock or property or any combination thereof) in respect of the capital
     stock of the Company, or redeem or otherwise acquire any shares of such
     capital stock;

          (e)  not increase the number of directors of the Board of Directors
     of the Company without the express written consent of the Investors;

          (f)  not change its accounting policies or procedures;

          (g)  not acquire or agree to acquire by merging or consolidating
     with, or by purchasing a substantial equity interest in or a substantial
     portion of the assets of, or by any other manner, any business or any
     corporation, partnership, association or other business organization or
     division thereof, except for such transactions which in the aggregate
     involve consideration of less than $10,000,000 (or, with the consent of
     the Investors holding a majority of the aggregate commitments hereunder,
     $15,000,000);

          (h)  not sell, lease, encumber or otherwise dispose of, or agree to
     sell, lease (whether such lease is an operating or capital lease),
     encumber or otherwise dispose of, any of its assets other than
     dispositions in the ordinary course of business consistent with past
     practice which are not material, individually or in the aggregate, to
     the Company and its subsidiaries taken as a whole and except for any
     other such transactions which are on market terms and which involve
     aggregate consideration of less than $1,000,000;

          (i)  not authorize, recommend, propose or announce an intention to
     adopt a plan of complete or partial liquidation or dissolution of the
     Company or any of its subsidiaries; and

          (j)  not do any other act which would cause any representation or
     warranty in this Agreement to be or become untrue in any material
     respect.

          Section 4.03.  Notification of Certain Matters.  The Company shall
promptly provide the Investors with copies of all filings made by the Company
with the SEC, any other governmental authority or stock exchange in
connection with this Agreement and the transactions contemplated hereby.

          Section 4.04.  Access to Information.  Subject to any applicable
confidentiality restrictions, between the date hereof and the Initial Closing
Date, the Company will give each Investor and its authorized representatives
reasonable access to all employees, plants, offices, warehouses and other
facilities and to all books and records of the Company and its subsidiaries,
will permit each Investor and its authorized representatives to make such
inspections as such Investor may reasonably request and will cause the
Company's and its subsidiaries' officers to furnish such Investor or its
representatives with such financial and operating data and other information
with respect to the business and properties of the Company and its
subsidiaries as such Investor may from time to time reasonably request.

          Section 4.05.  Restrictions on Sale or Transfer; Legend.  (a)  The
Investors hereby acknowledge and agree that shares of 8.5% Convertible
<PAGE>
Preferred Stock will be, upon the sale and purchase of such shares in
accordance with the terms hereof, "restricted securities" under the
Securities Act.  The Investors further agree that they will not, directly or
indirectly, offer, sell, transfer, assign, pledge, hypothecate or otherwise
dispose, including through the use of any derivative instrument or
arrangement, of the beneficial ownership of (any such act, a "Transfer") any
8.5% Convertible Preferred Stock or Common Stock issued or issuable upon
conversion of the 8.5% Convertible Preferred Stock, except in accordance with
the provisions contained in Article VII hereof.  In addition, prior to the
end of the PIK Period, the Investors will not engage in any "short sales" of
Common Stock or any other securities of the Company, including through the
use of any derivative instrument or arrangement.

          (b)  The Investors acknowledge and agree that as of the date hereof
neither the 8.5% Convertible Preferred Stock nor the shares of Common Stock
issuable upon conversion thereof have been nor will be registered under the
Securities Act or the securities laws of any state and that they may be sold
or otherwise disposed of only in one or more transactions registered under
the Securities Act (and, where applicable, such laws) or as to which an
exemption from the registration requirements of the Securities Act (and,
where applicable, such laws) is available.  The Investors acknowledge that,
except as provided in this Agreement, the Investors have no right to require
the Company to register the 8.5% Convertible Preferred Stock or such Common
Stock.  The Investors further acknowledge and agree that each certificate for
the 8.5% Convertible Preferred Stock shall bear the following legend:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  THIS
CERTIFICATE IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON
TRANSFER, VOTING AND OTHER PROVISIONS OF A STOCK PURCHASE AGREEMENT DATED AS
OF JULY 31, 1997 AMONG THE COMPANY AND THE INVESTORS REFERRED TO THEREIN A
COPY OF WHICH IS ON FILE WITH THE COMPANY.  EXCEPT AS PROVIDED IN SUCH STOCK
PURCHASE AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT
TRANSFERABLE AND ANY PURPORTED TRANSFER IN VIOLATION OF THE PROVISIONS OF
SUCH STOCK PURCHASE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT.

It is understood and agreed that: (i) the reference to the resale
restrictions of the Securities Act in the above legend shall be removed by
delivery of substitute certificate(s) without such reference if the Investor
holding such certificate shall have delivered to the Company a copy of a
letter from the staff of the SEC, or an opinion of counsel, in form and
substance satisfactory to the Company, to the effect that such legend is not
required for purposes of the Securities Act; (ii) the reference to the
provisions to this Agreement in the above legend shall be removed by delivery
of substitute certificate(s) without such reference if the shares have been
sold or transferred in compliance with the provisions of this Agreement and
under circumstances that do not require the retention of such reference; and
(iii) the legend shall be removed in its entirety if the conditions in the
proceeding clauses (i) and (ii) are both satisfied.  In addition, such
certificates shall bear any other legend as may be required by law.

          Section 4.06.  Designated Directors.  The Company hereby agrees to
cause Arnold L. Chavkin and William E. Macaulay to be elected to the
<PAGE>
Company's Board of Directors as of the Initial Closing Date to fill vacancies
on the Board that will exist at that date.

          Section 4.07.  New York Stock Exchange Listing.  As promptly as
practicable following the Initial Closing Date, the Company will apply to the
New York Stock Exchange to list the shares of Common Stock into which the
8.5% Convertible Preferred Stock may be converted, and the Company will use
its reasonable efforts to cause such shares to be listed on the New York
Stock Exchange as promptly thereafter as practicable.  At any time during
which the 8.5% Convertible Preferred Stock is outstanding, the Company agrees
that it shall not, without the consent of the Investors that own at least 97%
of the outstanding 8.5% Convertible Preferred Stock, register the 8.5%
Convertible Preferred Stock under Section 12 of the Exchange Act.

          Section 4.08.  Use of Proceeds.  The Company will use the net
proceeds derived by it from the issuance of the shares of 8.5% Convertible
Preferred Stock in the Initial Closing to pay a portion of the purchase price
of the shares of Common Stock to be redeemed pursuant to the SOCO Stock
Redemption.  The Company will use the net proceeds derived by it from the
issuance of the shares of 8.5% Convertible Preferred Stock in the Second
Closing in the manner approved by the Company's Board of Directors.

          Section 4.09.  Approval by Company's Stockholders.  (a)  The
Company shall take all action required by the NYSE's rules and regulations to
obtain the approval of the Company's stockholders of the issuance and sale of
8.5% Convertible Preferred Stock to the Investors hereunder, which consent
may be obtained (subject to the applicable rules and regulations of the NYSE,
the Exchange Act and other applicable laws) via the written consent of the
requisite percentage of the Company's stockholders (the "Company
Stockholders' Approval").  Subject to its fiduciary duties under applicable
law, the Company's Board of Directors shall recommend that the Company's
stockholders approve the issuance and sale of 8.5% Convertible Preferred
Stock hereunder.

          (b)  Promptly following the date hereof, the Company will prepare
and file with the SEC a proxy statement to be distributed to the Company's
stockholders in connection with the issuance and sale of the 8.5% Convertible
Preferred Stock hereunder, including any amendments or supplements thereto
(the "Proxy Statement").  The Company will use all reasonable efforts to have
or cause the Proxy Statement to be declared effective as promptly as
practicable.  The Company agrees to provide the Investors and their
respective counsel with any written comments the Company or its counsel may
receive from the SEC with respect to the Proxy Statement promptly after the
receipt of such comments.  The form and substance of the Proxy Statement
shall be determined by the Company, in its reasonable discretion.  The
Company will use all reasonable efforts to cause the Proxy Statement (i) not
to contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading and (ii) to comply as to form in all material respects with
the applicable provisions of the Exchange Act and the rules and regulations
thereunder.

          Section 4.10.  No Additional Shares.  The Company shall not issue
or sell shares of 8.5% Convertible Preferred Stock except as contemplated
under this Agreement.
<PAGE>
                                  ARTICLE V.

                             Conditions Precedent

          Section 5.01.  Conditions to Each Party's Obligations to Effect
each Closing.  The obligation of each party hereto to consummate each Closing
hereunder shall be subject to the satisfaction on the related Closing Date of
each of the following conditions:

          (a)  No Injunction.  There shall not be in effect any order,
     decree, ruling or injunction of a court or agency of competent
     jurisdiction which enjoins or prohibits consummation of the transactions
     contemplated hereby.

          (b)  Regulatory Approvals and Company Stockholders' Approval.  All
     regulatory approvals necessary for the consummation of the issuance of
     the 8.5% Convertible Preferred Stock to be issued and sold hereunder on
     such Closing Date and the other transactions contemplated hereby to
     occur by such Closing Date shall have been obtained and there shall have
     been no material modification to the terms of the transactions
     contemplated by this Agreement.  The Company Stockholders' Approval
     shall have been obtained.

          (c)  Related Transactions.  Prior to or simultaneously with the
     Initial Closing, (i) the Secondary Stock Offering shall be consummated
     in the manner contemplated by the Prospectus contained in the Company's
     Registration Statement on Form S-3 filed with the SEC, and (ii) the SOCO
     Stock Redemption shall be consummated in accordance with the terms of
     the Share Repurchase Agreement.

          Section 5.02.  Conditions to the Investors' Obligations.  The
obligation of each Investor to consummate each Closing hereunder shall be
subject to the satisfaction on the related Closing Date of each of the
following conditions:

          (a)  Representations and Warranties.  The representations and
     warranties of the Company contained in this Agreement which are
     qualified as to materiality or refer to a Material Adverse Effect shall
     be true and correct, and which are not so qualified shall be true and
     correct in all material respects, in each case, as of the date of this
     Agreement and on and as of such Closing Date with the same effect as
     though made on and as of such dates.

          (b)  Covenants.  The Company shall have performed in all material
     respects all obligations and complied with all agreements, undertakings,
     covenants and conditions required by it to be performed at or prior to
     such Closing.

          (c)  Officer's Certificate.  The Investors shall have received from
     the Company a certificate, signed by an executive officer of the
     Company, to the effect that the conditions set forth in the foregoing
     clauses (a) and (b) have been satisfied with respect to it.

          (d)  Certificate of Designations.  The Certificate of Designations
     shall have been duly filed with the Secretary of State of Delaware.
<PAGE>
          (e)  Board of Directors.  The nominees designated by the Investor
     to be directors in accordance with Section 4.06 shall have been duly
     elected or appointed, effective as of the Initial Closing, to the Board
     of Directors of the Company.

          (f)  No Change of Control.  There shall not have occurred, on or
     prior to such Closing, an acquisition (by tender offer, exchange offer,
     merger consolidation, share exchange or otherwise) by a third party of
     the Company (or its shares or assets) in which such third party
     acquires, directly or indirectly, at least a majority of the combined
     voting power of the outstanding capital stock of the Company.

          (g)  Minimum and Maximum Drawdowns.  In the case of the Initial
     Closing, the aggregate number of shares of 8.5% Convertible Preferred
     Stock to be issued and sold at the Initial Closing shall not be less
     than 1,600,000, and, in the case of the Second Closing, the aggregate
     number of shares of 8.5% Convertible Preferred Stock to be issued and
     sold at the Second Closing shall not exceed the difference of (i)
     2,520,000 minus (ii) the aggregate number of shares of 8.5% Convertible
     Preferred Stock issued and sold to the Investors at the Initial Closing.

          (h)  Additional Conditions to Second Closing.  In the case of the
     Second Closing, each of the following shall have occurred:  (i)  the
     Company's Board of Directors shall have approved of the Company's
     proposed use of the net proceeds derived by the Company from the
     issuance of the shares of 8.5% Convertible Preferred Stock in the Second
     Closing; (ii) the average closing sales price of a share of the
     Company's Common Stock for the ten NYSE trading days ending prior to the
     date the Notice of Issuance for such Second Closing Date is delivered
     shall equal or exceed 90% of the public offering price of shares of
     Common Stock in the Secondary Stock Offering; and (iii) the Second
     Closing Date shall occur on or prior to December 31, 1997.

          (i)  Additional Certificates, Opinions Etc.  The Company shall have
     executed and delivered, or caused to be executed and delivered, to the
     Investors, such certificates and other documents related to the
     consummation of the transactions contemplated hereby as may be
     reasonably requested by the Investors, including (i) an opinion of
     Simpson Thacher & Bartlett, counsel to the Company, reasonably
     satisfactory to counsel for the Investors, as to (A) validity of, and
     due authorization by the Company's Board of, this Agreement and the
     transactions contemplated herein, (B) compliance by the Company with
     Section 7.24 of the Amended and Restated Agreement and Plan of Merger,
     dated as of March 20, 1996, among SOCO, the Company and Gerrity Oil &
     Gas Corporation, (C) due issuance of the 8.5% Convertible Preferred
     Stock and the Common Stock issued hereunder at the Initial Closing and
     (D) other issues reasonably requested by the Investors, and (ii) the
     agreements and certificates set forth in Schedule 5.02 hereof.

          Section 5.03.  Conditions to the Company's Obligations to any
Closing.  The obligation of the Company to consummate each Closing hereunder
shall be subject to the satisfaction on the related Closing Date of each of
the following conditions:

          (a)  Representations and Warranties.  The representations and
     warranties of the Investors contained in this Agreement which are
     qualified as to materiality shall be true and correct, and which are not
<PAGE>
     so qualified shall be true and correct in all material respects, in each
     case, as of the date of this Agreement and on and as of such Closing
     Date with the same effect as though made on and as of such dates.

          (b)  Covenants.  The Investors shall have performed in all material
     respects all obligations and complied with all agreements, undertakings,
     covenants and conditions required by it to be performed at or prior to
     such Closing.

          (c)  Officer's Certificate.  The Company shall have received from
     each of the Investors, a certificate, signed by such Investor to the
     effect that the conditions set forth in the foregoing clauses (a) and
     (b) have been satisfied with respect to such Investor.

          (d)  Additional Certificates, Etc.  Each of the Investors shall
     have executed and delivered, or caused to be executed and delivered, to
     the Company such certificates and other documents related to the
     consummation of the transactions contemplated hereby as may be
     reasonably requested by the Company.

          Section 5.04.  Conditions to the Company's Obligations to the
Initial Closing.  The obligation of the Company to consummate the Initial
Closing hereunder shall be subject to the receipt by the Company's Board of
Directors of an opinion of its financial advisor, reasonably satisfactory to
the Board of Directors that the consideration received by the Company for the
issuance of securities to the Investors at the Initial Closing is fair from a
financial point of view to the Company, such opinion shall be as of or
updated as of the date of the Initial Closing.


                                  ARTICLE VI.

                              Registration Rights

          Section 6.01.  Definition of Registrable Shares.  As used in this
Agreement, "Registrable Shares" shall mean all shares of 8.5% Convertible
Preferred Stock (and/or the shares of Common Stock into which such shares of
Preferred Stock are convertible) and the shares of Common Stock issued as
Additional Consideration owned by the Investors at or after any Closing Date,
together with any securities issued or issuable with respect to any such 8.5%
Convertible Preferred Stock (or such Common Stock) by way of stock dividend
or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization.  As to any
particular shares of Registrable Shares, such securities shall cease to be
Registrable Shares when (i) a registration statement with respect to the sale
of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such
registration statement, (ii) such securities shall have been distributed
pursuant to Rule 144 (or any successor provision) under the Securities Act
(provided that if all Registrable Shares are then eligible for sale pursuant
to Rule 144 at the same time, without limitation as to volume, then all such
Registrable Shares shall cease to be Registrable Shares), (iii) such
securities shall have been otherwise transferred, new certificates
representing such securities not bearing a legend restricting transfer shall
have been delivered by the Company and subsequent disposition of such
securities shall not require registration or qualification of such securities
under the Securities Act or any similar state law then in force, (iv) such
<PAGE>
securities shall have ceased to be outstanding, or (v) the holder or holders
thereof shall agree in writing that such Registrable Shares shall no longer
be Registrable Shares (the Investors and any permitted assignee of the
Investors' rights and duties hereunder are referred to herein as the
"Holders" or individually as a "Holder").

          Section 6.02.  Demand Registration.  (a)  Request for Registration. 
Subject to the conditions and limitations set forth in Section 6.05, at any
time after the PIK Period, the Holder or Holders of not less than one-third
of Registrable Shares then outstanding may make a written request for
registration under the Securities Act of all or part of its or their
Registrable Shares pursuant to this Section 6.02 (a "Demand Registration");
provided that the number of shares of Registrable Shares proposed to be sold
shall be at least 25% of the aggregate number of shares of Registrable Shares
then outstanding (subject to appropriate adjustment for any stock dividend,
stock split, combination, recapitalization, merger, consolidation,
reorganization or similar occurrence); and provided further that the Holders
shall be entitled to no more than three demands in the aggregate.  Such
request will specify the aggregate number of shares of Registrable Shares
proposed to be sold and will also specify the intended method of disposition
thereof.  Within ten days after receipt of such request, the Company will
give written notice of such registration request to all other Holders of
Registrable Shares and include in such registration all Registrable Shares
with regard to which the Company has received written requests for inclusion
therein within fifteen business days after the receipt by the applicable
Holders of the Company's notice.  Each such request will also specify the
aggregate number of shares of Registrable Shares to be registered and the
intended method of disposition thereof.

          (b)  Priority on Demand Registration.  If the Holders of a majority
in number of shares of the Registrable Shares to be registered in a Demand
Registration so elect, the offering of such Registrable Shares pursuant to
such Demand Registration shall be in the form of an underwritten offering. 
In such event, if the managing underwriter or underwriters of such offering
deliver a written opinion to the Company and the Holders that either because
of (A) the kind of securities that the Holders, the Company and any other
persons or entities intend to include in such offering, or (B) the size of
the offering that the Holders, the Company and other persons or entities
intend to make, the success of the offering would be materially and adversely
affected by inclusion of the Registrable Shares requested to be included,
then (i) in the event that the size of the offering is the basis of such
managing underwriter's opinion, the number of shares to be offered shall be
reduced in the following order to achieve the amount recommended by such
managing underwriter: (x) first, shares proposed to be offered by persons or
entities other than the Holders and the Company shall be reduced or
eliminated to achieve the recommended amount, (y) next, shares proposed to be
offered by the Company shall be reduced or eliminated to achieve the
recommended amount, and (z) finally, shares proposed to be offered by the
Holders shall be reduced on a pro rata basis among the Holders on the basis
of the number of Registrable Shares owned by the Holders; and (ii) in the
event that the combination of securities to be offered is the basis of such
managing underwriter's opinion, then shares will be excluded from such
offering in the order specified in the preceding clause (i).  To the extent
Registrable Shares so requested to be registered are excluded from such
offering, then the Holders shall have the right to one additional Demand
Registration under this Section 6.02 with respect to such Registrable Shares,
provided that the failure of such Registrable Shares to be registered is
<PAGE>
through no fault of such Holder.  In connection with any Demand Registration,
the Company agrees that it shall not, without the consent of the Holders of a
majority in number of shares of the Registrable Shares to be registered in
such Demand Registration and the manager of the underwriting, transfer or
sell Common Stock in a public distribution prior to 90 days (or such other
shorter period of time as the manager of the underwriting may require) after
the effective date of the registration statement.

          (c)  Selection of Underwriters and Counsel.  If any Demand
Registration is in the form of an underwritten offering, the Holders of a
majority in number of the shares of Registrable Shares to be registered will
select and obtain the services of the investment banker or investment bankers
and manager or managers that will administer the offering and the counsel to
such investment bankers and managers; provided that such investment bankers,
managers and counsel are reasonably acceptable to the Company.

          Section 6.03.  Piggyback Registration.  If the Company proposes to
file a registration statement under the Securities Act with respect to an
offering for its own account of any class of its equity securities (other
than a registration statement on Form S-8 (or any successor form) or any
other registration statement relating solely to director and/or employee
benefit plans or filed in connection with an exchange offer, a transaction to
which Rule 145 (or any successor rule) under the Securities Act applies or an
offering of securities solely to the Company's existing stockholders) (each,
an "Excluded Registration Statement"), then the Company shall in each case
give written notice of such proposed filing to the Holders of Registrable
Shares as soon as practicable (but no later than ten business days) before
the anticipated filing date, and such notice shall offer such Holders the
opportunity to register such number of shares of Registrable Shares as each
such Holder may request.  Each Holder of Registrable Shares desiring to have
such holder's Registrable Shares included in such registration statement
shall so advise the Company in writing within five business days after the
date of the Company's notice, setting forth the amount of such Holder's
Registrable Shares for which registration is requested.  If the Company's
offering is to be an underwritten offering, the Company shall, subject to the
further provisions of this Agreement, use its reasonable efforts to cause the
managing underwriter or underwriters of a proposed underwritten offering to
permit the Holders of the Registrable Shares requested to be included in the
registration for such offering to include such securities in such offering on
the same terms and conditions as any similar securities of the Company
included therein.  Moreover, if the registration of which the Company gives
notice involves an underwriting, the right of each Holder to registration
pursuant to this Section 6.03 shall, unless the Company otherwise agrees, be
conditioned upon such Holder's participation as a seller in such underwriting
and its execution of an underwriting agreement with the managing underwriter
or underwriters selected by the Company.  Notwithstanding the foregoing, if
the managing underwriter or underwriters of such offering deliver a written
opinion to the Holders of Registrable Shares that either because of (A) the
kind of securities that the Holders, the Company and any other persons or
entities intend to include in such offering or (B) the size of the offering
that the Holders, the Company and other persons or entities intend to make,
the success of the offering would be materially and adversely affected by
inclusion of the Registrable Shares requested to be included, then (i) in the
event that the size of the offering is the basis of such managing
underwriter's opinion, the number of shares to be offered shall be reduced in
the following order to achieve the amount recommended by such managing
underwriter: (w) first, shares proposed to be offered by persons or entities
<PAGE>
other than the Holders, the Company and persons or entities exercising demand
registration rights shall be reduced or eliminated to achieve the recommended
amount, (x) next, shares proposed to be offered by the Holders shall be
reduced (or eliminated) on a pro rata basis among the Holders on the basis of
the number of Registrable Shares owned by the Holders, (y) next, shares
proposed to be offered by the Company shall be reduced or eliminated, and (z)
finally, shares proposed to be offered by persons or entities exercising
demand registration rights shall be reduced; and (ii) in the event that the
combination of securities to be offered is the basis of such managing
underwriter's opinion, then shares will be excluded from such offering in the
order specified in the preceding clause (i).  Any Registrable Shares excluded
from an underwriting shall be withdrawn from registration and shall not,
without the consent of the Company and the manager of the underwriting, be
transferred in a public distribution prior to the earlier of 90 days (or such
other shorter period of time as the manager of the underwriting may require)
after the effective date of the registration statement or 120 days after the
date the Holders of such Registrable Shares are notified of such exclusion;
provided that any shares of Holders excluded from an underwriting shall, to
the extent practicable in the discretion of the managing underwriter and the
Company, be the first shares sold in an over-allotment sale for the related
offering.

          Section 6.04.  Registration Procedures.  Whenever, pursuant to
Section 6.02 or 6.03, any of the Holders of Registrable Shares has requested
that any Registrable Shares be registered, the Company will, subject to the
provisions of Section 6.05, use reasonable best efforts to effect the
registration and the sale of such Registrable Shares in accordance with the
intended method of disposition thereof as promptly as practicable, and in
connection with any such request, the Company will:

          (a)  in connection with a request pursuant to Section 6.02, prepare
     and file with the SEC, as promptly as practicable (and not later than 30
     days (if a Form S-2 or S-3 is to be used) or 60 days (if a Form S-1 is
     to be used) after receipt of a request to file a registration statement
     with respect to Registrable Shares), a registration statement on any
     form for which the Company then qualified and which counsel for the
     Company shall deem appropriate and which form shall be available for the
     sale of such Registrable Shares in accordance with the intended method
     of distribution thereof, and use its reasonable best efforts to cause
     such registration statement to become effective; provided that if the
     Company shall furnish to the Holders making such a request a certificate
     signed by either the chief financial officer or the chief accounting
     officer of the Company stating that in such officer's good faith
     judgment it would be significantly disadvantageous to the Company for
     such a registration statement to be filed on or before the date filing
     would be required (including without limitation the required disclosure
     of material non-public information prior to the time that it would
     otherwise be required by applicable law or securities exchange
     regulation to be disclosed), the Company shall have an additional period
     of not more than 90 days within which to file such registration
     statement and provided further (i) that, before filing a registration
     statement or prospectus or any amendments or supplements thereto, the
     Company will furnish to one counsel selected by the Holders of a
     majority in number of shares of the Registrable Shares covered by such
     registration statement copies of all such documents proposed to be
     filed, which documents will be subject to the review of such counsel,
     and (ii) that after the filing of the registration statement, the
<PAGE>
     Company will promptly notify each of the selling Holders of Registrable
     Shares of any stop order issued or, to the knowledge of the Company,
     threatened by the SEC and take all reasonable actions to prevent the
     entry of such stop order or to remove it if entered;

          (b)  in connection with a registration pursuant to Section 6.02,
     prepare and file with the SEC such amendments and supplements to such
     registration statement and the prospectus used in connection therewith
     as may be necessary to keep such registration statement effective for a
     period of not less than 60 days or such shorter period as shall
     terminate when all shares of Registrable Shares covered by such
     registration statement have been sold (but not before the expiration of
     the 90-day period referred to in Section 4(3) of the Securities Act and
     Rule 174 thereunder, if applicable), and comply with the provisions of
     the Securities Act with respect to the disposition of all securities
     covered by such registration statement during such period in accordance
     with the intended methods of disposition by the selling Holders thereof
     set forth in such registration statement;

          (c)  as soon as reasonably practicable, furnish to each of the
     selling Holders, prior to filing a registration statement, copies of
     such registration statement as proposed to be filed, and thereafter
     furnish to such selling Holders such number of copies of such
     registration statement, each amendment and supplement thereto (in each
     case, if specified by such Holder including all exhibits thereto), the
     prospectus included in such registration statement (including each
     preliminary prospectus) and such other documents as a selling Holder may
     reasonably request in order to facilitate the disposition of the
     Registrable Shares owned by such selling Holder;

          (d)  with reasonable promptness, use its reasonable best efforts to
     register or qualify (or cause to be registered or qualified) such
     Registrable Shares under such other securities or blue sky laws of such
     jurisdictions within the United States as any selling Holder (or
     managing underwriter in the case of an underwriting offering) reasonably
     (in light of such selling Holder's or managing underwriter's intended
     plan of distribution) requests and do any and all other acts and things
     that may be reasonably necessary or advisable to enable such selling
     Holder to consummate the disposition in such jurisdictions of the
     Registrable Shares owned by such selling Holder; provided that the
     Company will not be required to (i) qualify generally to do business in
     any jurisdiction where it would not otherwise be required to qualify but
     for this Section 6.04(d), (ii) subject itself to taxation in any such
     jurisdiction or (iii) consent to general service of process in any such
     jurisdiction;

          (e)  with reasonable promptness, use its reasonable best efforts to
     cause the Registrable Shares covered by such registration statement to
     be registered with or approved by such other governmental agencies or
     authorities as may be necessary by virtue of the business and operations
     of the Company to enable the selling Holder or Holders thereof to
     consummate the disposition of such Registrable Shares;

          (f)  promptly notify each selling Holder of such Registrable
     Shares, at any time when a prospectus relating thereto is required to be
     delivered under the Securities Act, of the occurrence of any event known
     to the Company requiring the preparation of a supplement or amendment to
<PAGE>
     such prospectus so that, as thereafter delivered to the purchasers of
     such Registrable Shares, such prospectus will not contain an untrue
     statement of a material fact or omit to state any material fact required
     to be stated therein as necessary to make statements therein not
     misleading and promptly make available to each selling Holder any such
     supplement or amendment;

          (g)  in connection with a request pursuant to Section 6.02, enter
     into an underwriting agreement in customary form, the form and substance
     of such underwriting agreement being subject to the reasonable
     satisfaction of the Company;

          (h)  with reasonable promptness make available for inspection by
     any selling Holder, any underwriter participating in any disposition
     pursuant to such registration statement, and any attorney, accountant or
     other agent retained by any such selling Holder or underwriter
     (collectively, the "Inspectors"), all financial and other records,
     pertinent corporate documents and properties of the Company
     (collectively, the "Records"), as well as access at reasonable times to
     the Company's executive officers, key employees, independent accountants
     and independent reserve engineers as shall be reasonably necessary to
     enable them to exercise their due diligence responsibility, and cause
     the Company's officers and employees to supply all information
     reasonably requested for such purpose by any such Inspector in
     connection with such registration statement; provided, however, that the
     selection of any Inspector other than a selling Holder shall be subject
     to the consent of the Company, which shall not be unreasonably withheld. 
     Each Inspector that actually reviews Records supplied by the Company
     that include information that the Company determines, in good faith, to
     be confidential ("Confidential Information") shall be required, prior to
     any such review, to execute an agreement with the Company providing that
     such Inspector shall not disclose any Confidential Information unless
     such disclosure is required by applicable law or legal process.  Each
     selling Holder of Registrable Shares agrees that Confidential
     Information obtained by it as a result of such inspections shall not be
     used by it as the basis for any transactions in securities of the
     Company unless and until such information is made generally available to
     the public.  Each selling Holder of Registrable Shares further agrees
     that it will, upon learning that disclosure of Confidential Information
     is sought in a court of competent jurisdiction, give notice to the
     Company and allow the Company, at its expense, to undertake appropriate
     action to prevent disclosure of the Confidential Information.  Each
     selling Holder also agrees that the due diligence investigation made by
     the Inspectors shall be conducted in a manner that will not unreasonably
     disrupt the operations of the Company or the work performed by the
     Company's officers and employees;

          (i)  in the event such sale is pursuant to an underwriting
     offering, use its reasonable best efforts to obtain a comfort letter or
     letters from the Company's independent public accountants in customary
     form and covering such matters of the type customarily covered by
     comfort letters as the managing underwriter reasonably requests;

          (j)  otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the SEC, and make available to its
     security holders, as soon as reasonably practicable, an earnings
     statement covering a period of twelve months, beginning within two
<PAGE>
     months after the effective date of the registration statement, which
     earnings statement shall satisfy the provisions of Section 11(a) of the
     Securities Act; and

          (k)  with reasonable promptness, use its reasonable best efforts to
     cause all such Registrable Shares to be listed on each securities
     exchange on which the Common Stock of the Company is then listed,
     provided that the applicable listing requirements are satisfied.

Each selling Holder of Registrable Shares agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described
in Section 6.04(f), such selling Holder will forthwith discontinue
disposition of Registrable Shares pursuant to the registration statement
covering such Registrable Shares until such selling Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section
6.04(f) hereof, and, if so directed by the Company, each selling Holder will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such selling Holder's possession, of the
prospectus covering such Registrable Shares current at the time of receipt of
such notice.  In the event the Company shall give any such notice, the
Company shall extend the period during which such registration statement
shall be maintained effective pursuant to this Agreement (including the
period referred to in Section 6.04(b)) by the greater of 30 days or by the
number of days during the period from and including the date of the giving of
such notice pursuant to Section 6.04(f) hereof to and including the date when
each selling Holder of Registrable Shares covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 6.04(f) hereof.  Each selling Holder also
agrees to notify the Company if any event relating to such selling Holder
occurs that would require the preparation of a supplement or amendment to the
prospectus so that such prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.

          Section 6.05.  Conditions and Limitations.  (a)  The Company's
obligations under Section 6.02 shall be subject to the following limitations:

          (i)  the Company need not file a registration statement either (i)
     during the period starting with the date 60 days prior to the Company's
     estimated date of filing of, and ending 90 days after the effective date
     of, any registration statement pertaining to securities of the Company
     (other than an Excluded Registration Statement), provided that if such
     Company registration statement is not filed within 90 days after the
     first date on which the Company notifies a Holder of Registrable Shares
     that it will delay a Demand Registration pursuant to this clause (i),
     the Company may not further postpone such Demand Registration pursuant
     to this clause; or (ii) during the period specified in the first proviso
     of Section 6.04(a);

          (ii) the Company shall not be required to furnish any audited
     financial statements other than those audited statements customarily
     prepared at the end of its fiscal year, or to furnish any unaudited
     financial information with respect to any period other than its
     regularly reported interim quarterly periods unless in the absence of
     such other unaudited financial information the registration statement
     would contain an untrue statement of material fact or omit to state a
<PAGE>
     material fact required to be stated therein or necessary to make the
     statements therein not misleading;

          (iii)     except as provided in Section 6.02(b), the Company shall
     not be required to file more than three Demand Registrations.  A
     registration statement will not count as a Demand Registration until it
     has become effective; and

          (iv) the Company shall have received the information and documents
     specified in Section 6.06 and each selling Holder shall have observed or
     performed its other covenants and conditions contained in such section.

          (b)  The Company's obligation under Section 6.03 shall be subject
     to the limitations and conditions specified in such Section and in
     Section 6.05(a) above, and to the condition that the Company may at any
     time terminate its proposal to register its shares and discontinue its
     efforts to cause a registration statement to become or remain effective.

          Section 6.06.  Information from and Certain Covenant of Holders of
Registrable Shares.  The Holders for whom Registrable Shares are to be
registered pursuant to this Agreement shall provide to the Company such
information regarding the Registrable Shares to be so registered, the Holder
and the intended method of disposition of each Registrable Shares as shall
reasonably be required in connection with the action to be taken.  Any Holder
whose Registrable Shares is included in a registration statement pursuant to
this Agreement shall execute all consents, powers of attorney, registration
statements and other documents reasonably required to be signed by it in
order to cause such registration statement to become effective.  Each selling
Holder covenants that, in disposing of such Holder's shares, each Holder will
comply with all applicable Rules of the SEC adopted pursuant to the Exchange
Act.

          Section 6.07.  Registration Expenses.  All Registration Expenses
(as defined herein) will be borne by the Company.  Underwriting discounts and
commissions applicable to the sale of Registrable Shares shall be borne by
each selling Holder of the Registrable Shares to which such discount or
commission relates, and each selling Holder shall be responsible for the fees
and expenses of any legal counsel, accountants or other agents retained by
such selling Holder and all other out-of-pocket expenses incurred by such
selling Holder in connection with any registration under this Agreement.  All
of the expenses referred to in the preceding sentence will be excluded from
the term "Registration Expenses".

          As used herein, the term "Registration Expenses" means all expenses
incident to the Company's performance of or compliance with the obligations
imposed upon it in this Article VI (whether or not the registration in
connection with which such expenses are incurred ultimately becomes
effective), including without limitation all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Shares), rating agency fees, printing
expenses, messenger and delivery expenses incurred by the Company, internal
expenses incurred by the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), the fees and expenses incurred in connection with the listing of the
securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed, and fees and disbursements
<PAGE>
of counsel for the Company and its independent certified public accountants
(including the expenses of any comfort letters required by or incident to
such performance), securities acts liability insurance (if the Company elects
to obtain such insurance), the reasonable fees and expenses of any special
experts retained by the Company and the fees and expenses of other persons
retained by the Company in connection with such registration.

          Section 6.08.  Indemnification; Contributions.  (a) 
Indemnification by the Company.  The Company agrees to indemnify and hold
harmless each selling Holder of Registrable Shares, its officers, directors
and agents and each person, if any, who controls such selling Holder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or prospectus
relating to the Registrable Shares or in any amendment or supplement thereto
or in any preliminary prospectus relating to the Registrable Shares, or
arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses arise out of, or are based upon, any such
untrue statement or omission or allegation thereof based upon information
furnished in writing to the Company by such selling Holder or on such selling
Holder's behalf expressly for use therein and provided further, that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus for which such selling Holder had
the primary responsibility to distribute, the indemnity agreement contained
in this Section 6.08(a) shall not apply to the extent that any such loss,
claim, damage, liability or expense results from the fact that a copy of the
final prospectus was not sent or given to the person asserting any such
losses, claims, damages, liabilities or expenses at or prior to the written
confirmation of the sale of the Registrable Shares concerned to such person
if a final prospectus is made available by the Company on a timely basis. 
The Company also agrees to include in any underwriting agreement with any
underwriters of the Registrable Shares provisions indemnifying and providing
for contribution to such underwriters, their officers and directors and each
person who controls such underwriters on substantially the same basis as the
provisions of this Section 6.08 indemnifying and providing for contribution
to the selling Holders.

          (b)  Indemnification by Holders of Registrable Shares.  Each
selling Holder agrees to indemnify and hold harmless the Company, its
officers, directors and agents and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of
investigation) arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in any registration statement
or prospectus relating to the Registrable Shares or in any amendment or
supplement thereto or in any preliminary prospectus relating to the
Registrable Shares, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided (i) that
such losses, claims, damages, liabilities or expenses arise out of, or, are
based upon any such untrue statement or omission or allegation thereof based
upon information furnished in writing to the Company by such selling Holder
<PAGE>
or on such selling Holder's behalf expressly for use therein, (ii) that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, the indemnity agreement
contained in this Section 6.08(b) shall not apply to the extent that any such
loss, claim, damage, liability or expense results from the fact that a copy
of the final prospectus was not sent or given to the person asserting any
such losses, claims, damages, liabilities or expenses at or prior to the
written confirmation of the sale of the Registrable Shares concerned to such
person, and (iii) that no selling Holder shall be liable for any
indemnification under this Section 6.08 in an aggregate amount that exceeds
the total net proceeds (before deducting expenses other than underwriting
discounts or commissions) received by such selling Holder from the offering. 
Each selling Holder also agrees to include in any underwriting agreement with
underwriters of the Registrable Shares provisions indemnifying and providing
for contribution to such underwriters, their officers and directors and each
person who controls such underwriters on substantially the same basis as the
provisions of this Section 6.08 indemnifying and providing for contribution
to the Company.

          (c)  Conduct of Indemnification Proceedings.  If any action or
proceeding (including any governmental investigation) shall be brought or
asserted against any indemnified party hereunder in respect of which
indemnity may be sought from an indemnifying party, the indemnifying party
shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such indemnified party, and shall assume the
payment of all expenses.  Such indemnified party shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party has agreed to pay
such fees and expenses or (ii) the indemnifying party shall have failed to
assume the defense of such action or proceeding and employ counsel reasonably
satisfactory to such indemnified party, or (iii) the named parties to any
such action or proceeding (including any impleaded parties) include both such
indemnified party and such indemnifying party and such indemnified party
shall have been advised by counsel in writing that there may be one or more
legal defenses available to such indemnified party that are different from or
additional to those available to the indemnifying party, in which case, if
such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel reasonably acceptable to the indemnifying
party at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such action of proceeding on
behalf of such indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such action or
proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (together with appropriate local counsel)
at any time for such indemnified party, which firm shall be designated in
writing by such indemnified party.  The indemnifying party shall not be
liable for any settlement of any such action or proceeding effected without
its written consent, but if settled with its written consent, or if there is
a final judgment for the plaintiff in any such action or proceeding, the
indemnifying party agrees to indemnify and hold harmless such indemnified
party from and against any loss or liability (to the extent stated above) by
reason of such settlement or judgment.
<PAGE>
          (d)  Contribution.  If the indemnification provided for in this
Section 6.08 is unavailable to the Company or the selling Holders in respect
of any losses, claims, damages, liabilities or judgments referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities and judgments, in such
proportion as is appropriate to reflect the relative fault of each such party
in connection with such statements or omissions, as well as any other
relevant equitable considerations.  The relative fault of each such party
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

          The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 6.08(d) were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or judgments referred to
in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably
incurred by each indemnified party in connection with investigation or
defending any such action or claim.  Notwithstanding the provisions of this
Section 6.08(d), no selling Holder shall be required to contribute any amount
in excess of the amount by which the total price at which the Registrable
Shares of such selling Holder were offered to the public exceeds the amount
of any damages which such selling Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(i) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.


                                 ARTICLE VII.

                   Standstill and Confidentiality Provisions

          Section 7.01.  Certain Definitions.  As used in this Article VII,
the following terms shall have the following meanings:

          (a)  "Company Voting Securities" shall mean, collectively, Common
     Stock, any preferred stock of the Company that is entitled to vote
     generally for the election of directors, any other class or series of
     Company securities that is entitled to vote generally for the election
     of directors and any other securities, warrants or options or rights of
     any nature (whether or not issued by the Company) that are convertible
     into, exchangeable for, or exercisable for the purchase of, or otherwise
     give the holder thereof any rights in respect of, Common Stock, Company
     preferred stock that is entitled to vote generally for the election of
     directors, or any other class or series of Company securities that is
     entitled to vote generally for the election of directors.

          (b)  "Effective Date" shall mean the date hereof.
<PAGE>
          (c)  The "Combined Voting Power" at any measurement date shall mean
     the total number of votes which could have been cast in an election of
     directors of the Company had a meeting of the shareholders of the
     Company been duly held based upon a record date as of the measurement
     date if all Company Voting Securities then outstanding and entitled to
     vote at such meeting were present and voted to the fullest extent
     possible at such meeting.

          (d)  The terms "beneficial ownership" and "group" shall have the
     respective meanings ascribed to such terms pursuant to Regulation 13D-G
     adopted by the SEC under the Exchange Act, as in effect on the date
     hereof.

          (e)  "Independent Committee" shall mean the special committee of
     the Board of Directors of the Company which has been formed to consider
     a possible transaction between SOCO and the Company and related matters,
     the membership of which committee shall initially consist of Robert J.
     Clark, Jay W. Decker and Alexander Lynch, it being understood that any
     changes in the membership of such committee shall be effective only if
     they are unanimously approved by the Board of Directors of the Company
     prior to such change.

          (f)  "Prior Approval" of (i) the Independent Committee shall mean
     the due adoption by a majority of the members of the Independent
     Committee of a resolution setting forth the Independent Committee's
     approval of a particular action or matter, which resolution shall have
     been recorded in the minutes of meetings of the Independent Committee,
     or (ii) the Board of Directors of the Company shall mean the due
     adoption by a majority of the members of the Board of Directors in
     accordance with the Bylaws of the Company of a resolution setting forth
     the approval of the Board of Directors of a particular action or matter,
     which resolution shall have been recorded in the minutes of meetings of
     the Board of Directors of the Company.

          (g)  The term "Approval Body" shall mean the Independent Committee;
     provided, however, that with respect to any transaction (i) proposed by
     or on behalf of any Investor prior to the time that such Investor
     beneficially owns more than 20% of the outstanding Company Voting
     Securities and (ii) in which the proposed consideration to be offered to
     all holders of Common Stock is identical on a per share basis, the
     Approval Body for such transaction shall be the Board of Directors of
     the Company.

          (h)  The term "Limitation Period" shall mean a period of two years
     after the Effective Date; provided, however, that if during such
     two-year period any Investor has either (i) acquired any amount of the
     Company Voting Securities pursuant to this Agreement, (ii) acquired more
     than 5.0% of the Combined Voting Power in any other manner, or (iii)
     acquired any Company Voting Securities in any other manner which, when
     added to Company Voting Securities previously held by such Investor,
     gives such Investor more than 10.0% of the Combined Voting Power, then
     in any such event the Limitation Period shall mean a period of five
     years after the Effective Date.

          (i)  The term "affiliate" shall mean, with respect to any Investor
     and its managing partner, any other person (the "affiliated person")
     which directly or indirectly is controlled by such Investor (or its
<PAGE>
     managing partner), provided that no affiliated person that is a
     portfolio company of such Investor (or its managing partner) shall be
     considered an affiliate of any such Investor and its managing partner
     for purposes of this Article VII.

          Section 7.02.  Confidentiality Covenants.  (a)  Evaluation
Material.  (i)  Each Investor hereby agrees to treat any information
concerning the Company (whether prepared by the Company, SOCO, their advisors
or otherwise) which will be furnished to such Investor by or on behalf of the
Company, SOCO or their advisors in accordance with the provisions of this
Section 7.02 (herein referred to as the "Evaluation Material") and to take or
abstain from taking certain other actions herein set forth.  The term
"Evaluation Material" includes all non-public information in any form
concerning the Company and its subsidiaries and affiliates that is provided
to each Investor or its directors, officers, employees, agents or advisors by
or on behalf of the Company.  The term "Evaluation Material" does not include
information which an Investor can demonstrate (A) is already in such
Investor's possession, provided that such information is not known by such
Investor after reasonable inquiry to be subject to another confidentiality
agreement with or other obligation of secrecy to the Company or another
party, (B) becomes generally available to the public other than as a result
of a disclosure by such Investor or its directors, officers, employees,
agents or advisors, or (C) becomes available to such Investor, or is
independently developed by such Investor, on a non-confidential basis from a
source other than the Company, SOCO or their advisors, provided that such
source is not known by such Investor, after reasonable inquiry, to be bound
by a confidentiality agreement with or other obligation of secrecy to the
Company or another party.

          (ii) Each Investor hereby agrees that the Evaluation Material will
be used solely for the purpose of evaluating a possible transaction between
the Company and such Investor (and/or, if applicable, SOCO), and that such
information will be kept confidential by such Investor and its advisors;
provided, however, that (A) any of such information may be disclosed to such
Investor's directors, officers, employees, advisors and potential financing
sources and representatives of such Investor's advisors and potential
financing sources (collectively, "Representatives") who need to know such
information for the purpose of evaluating any such possible transaction
between the Company and such Investor (and/or, if applicable, SOCO) (it being
understood that such Representatives shall be informed by such Investor of
the confidential nature of such information and shall be directed by such
Investor to treat such information confidentially), and (B) any disclosure of
such information may be made to which the Company consents in writing.

          (iii)     If any Investor or any of its Representatives are
requested to disclose any Evaluation Material, such Investor shall promptly
notify the Company to permit the Company to seek a protective order or to
take other appropriate action.  Each Investor shall also cooperate in the
Company's efforts to obtain a protective order or other reasonable assurance
that the confidential treatment shall be accorded the Evaluation Material. 
If, in the absence of a protective order, any Investor or any of its
Representatives are, in the written opinion of such Investor's counsel
addressed to the Company, compelled as a matter of law to disclose the
Evaluation Material, such Investor may disclose to the party compelling
disclosure only such part of the Evaluation Material as is required by law to
be disclosed and such Investor shall use its reasonable best efforts to
obtain confidential treatment therefor.
<PAGE>
          (iv) Each Investor hereby acknowledges that it is aware, and that
it will advise such Representatives who are informed as to the matters which
are the subject of this Section 7.02, that the United States securities laws
prohibit any person who has received from an issuer material, non-public
information concerning the matters which are the subject of this Section 7.02
from purchasing or selling securities of such issuer or from communicating
such information to any other person under circumstances in which it is
reasonably foreseeable that such person is likely to purchase or sell such
securities.

          (b)  Treatment of Materials.  In the event that no Closing occurs
hereunder prior to the termination of this Agreement, each Investor shall,
upon request, promptly redeliver to the Company all written Evaluation
Material and any other written material containing or reflecting any
information in the Evaluation Material (whether prepared by or on behalf of
the Company, its advisors or otherwise) and will not retain any copies,
extracts or other reproductions in whole or in part of such written material,
and, upon request by the Company, all documents, memoranda, notes and other
writings whatsoever prepared by such Investor or its Representatives based on
the information in the Evaluation Material shall be destroyed.

          Section 7.03.  Acquisition of Company Voting Securities.  If an
Investor has acquired Company Voting Securities pursuant to this Agreement or
the SOCO Option Agreement, including any conversion of the 8.5% Convertible
Preferred Stock into Common Stock (an "Authorized Purchase") during the
Limitation Period without the Prior Approval of the Approval Body, neither
such Investor nor any of its affiliates shall thereafter, directly or
indirectly, acquire, offer to acquire, agree to acquire, become the
beneficial owner of or obtain any rights in respect of any additional Company
Voting Securities, by purchase or otherwise, or take any action in
furtherance thereof, if the effect of such acquisition, agreement or other
action would be (either immediately or upon consummation of any such
acquisition, agreement or other action, or expiration of any period of time
provided in any such acquisition, agreement or other action) to increase the
aggregate beneficial ownership of Company Voting Securities by such Investor
and its affiliates to such number of Company Voting Securities that
represents or possesses greater than 20.0% of the Combined Voting Power of
Company Voting Securities.  Notwithstanding the foregoing maximum percentage
limitations, (i) an Investor shall not be obligated to dispose of any Company
Voting Securities beneficially owned in violation of such maximum percentage
limitations if, and solely to the extent that, its beneficial ownership is or
will be increased solely as a result of a repurchase of any Company Voting
Securities by the Company or any of its subsidiaries if such repurchase shall
have received the Prior Approval of the Board of Directors, and (ii) the
foregoing shall not prohibit any purchase of Company Voting Securities
directly from the Company (including pursuant to the exercise of rights,
oversubscription rights or standby purchase obligations in connection with
rights offerings by the Company).  For purposes of calculating the maximum
percentage limitations, all Company Voting Securities that are the subject of
a right, option, agreement, arrangement or understanding pursuant to which an
Investor or any of its affiliates has the right to obtain beneficial
ownership of such securities in the future shall also be deemed to be
beneficially owned by such Investor or its affiliate.

          Section 7.04.  Distribution of the Company Voting Securities.  (a) 
Each Investor hereby agrees that (subject to the last sentence of this
Section 7.04(a)), (i) prior to the first anniversary of the Initial Closing
<PAGE>
Date, neither such Investor nor any of its affiliates shall, directly or
indirectly, Transfer any Company Voting Security to any person, (ii) during
the period commencing on the first anniversary of the Initial Closing Date
until the second anniversary thereof, neither such Investor nor any of its
affiliates shall, directly or indirectly, Transfer any Company Voting
Security to any person, except as permitted under applicable securities laws
and (except for Transfers pursuant to Rule 144 under the Securities Act) with
the Prior Approval of the Approval Body (which approval will not be
unreasonably withheld) (and any permitted transferee of such Transfer (except
Transfers pursuant to Rule 144 under the Securities Act) shall agree to be
bound by the provisions in this subsection, and (iii) on and after the second
anniversary of the Initial Closing Date, such Investor shall be entitled to
Transfer any Company Voting Security to any person, subject solely to any
applicable securities law restrictions.  In addition to the foregoing
Transfer provisions, during the Limitation Period, neither an Investor nor
any of its affiliates shall, directly or indirectly, Transfer any Company
Voting Security in a transaction that would result in a Transfer to any
person or group that, to the knowledge of such Investor, upon consummation of
such Transfer, would, directly or indirectly, have beneficial ownership of or
the right to acquire beneficial ownership of such number of Company Voting
Securities as represent greater than 7.5% of the Combined Voting Power,
except in response to a Qualifying Offer (as defined in Section 7.04(b)(i))
or to a Qualified Buyer (as defined in Section 7.04(b)(ii)) or pursuant to an
underwritten public offering or pursuant to Rule 144 under the Securities
Act.

          (b)  Notwithstanding Section 7.04(a), (i) on and after the eleventh
business day after commencement of a tender or exchange offer made by a
person who is not an affiliate of an Investor for outstanding Company Voting
Securities, such Investor may tender or exchange any Company Voting
Securities beneficially owned by it pursuant to such offer if such offer
shall have received the Prior Approval of the Independent Committee (or the
Independent Committee shall not have made a recommendation to reject such
offer) (a "Qualifying Offer"), and/or (ii) such Investor may sell Company
Voting Securities to a buyer (a "Qualified Buyer") who would thereafter own
Company Voting Securities representing greater than 20.0% of the Combined
Voting Power if such buyer shall have executed a confidentiality and
standstill agreement having substantially the same terms as are contained in
this Article VII.

          Section 7.05.  Proxy Solicitations, etc.  During the Limitation
Period, neither an Investor nor any of its affiliates shall solicit proxies,
assist any other person in any way, directly or indirectly, in the
solicitation of proxies, become a "participant" in a "solicitation," or
assist any "participant" in a "solicitation" (as such terms are defined in
Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the
recommendation of the Independent Committee, or submit any proposal for the
vote of shareholders of the Company, or recommend or request or induce or
attempt to induce any other person to take any such actions, or seek to
advise, encourage or influence any other person with respect to the voting of
Company Voting Securities, in each case without the Prior Approval of the
Independent Committee.  Nothing in this Section 7.05 shall restrict any
Investor or its affiliates from otherwise voting its shares of Company Voting
Securities.

          Section 7.06.  No Voting Trusts, Pooling Agreements, or Formation
of "Groups".  During the Limitation Period, neither an Investor nor any of
<PAGE>
its affiliates shall form, join in or in any other way participate in a
partnership, pooling agreement, syndicate, voting trust or other "group" with
respect to Company Voting Securities, or enter into any agreement or
arrangement or otherwise act in concert with any other person, for the
purpose of acquiring, holding, voting or disposing of Company Voting
Securities, in each case without the Prior Approval of the Independent
Committee.  Notwithstanding the foregoing provisions of this Section 7.06,
nothing in this Section 7.06 shall in any way limit the ability of an
Investor to pursue or consummate an Authorized Purchase in compliance with
Section 7.03 or to exercise its rights under this Agreement.

          Section 7.07.  Limitation on Various Other Actions.  During the
Limitation Period, neither an Investor nor any of its affiliates shall take
any action, alone or in concert with any other person, to seek to effect a
change in control of the Company or otherwise seek to circumvent the
limitations of the provisions of this Article VII.  Without limiting the
generality of the foregoing, without the Prior Approval of the Independent
Committee, neither an Investor nor any of its affiliates shall (i) present to
the Company, its stockholders or any third party any proposal that can
reasonably be expected to result in a change of control of the Company or in
an increase in the Combined Voting Power of Company Voting Securities
beneficially owned in the aggregate by such Investor and its affiliates
beyond the percentage beneficially owned by them as of the date on which such
proposal is made (except in full compliance with the terms of Section 7.08),
(ii) publicly suggest or announce its willingness or desire to engage in a
transaction or group of transactions or have another person engage in a
transaction or group of transactions that would result in a change of control
of the Company or in an increase in the Combined Voting Power of Company
Voting Securities beneficially owned in the aggregate by such Investor and
its affiliates beyond the percentage beneficially owned by them as of the
date on which such announcement is made, or (iii) initiate, request, induce,
encourage or attempt to induce or give encouragement to any other person to
initiate any proposal that can reasonably be expected to result in a change
of control of the Company or in an increase in the Combined Voting Power of
Company Voting Securities beneficially owned in the aggregate by such
Investor and its affiliates beyond the percentage beneficially owned by them
as of the date of such action.  Notwithstanding the foregoing provisions of
this Section 7.07, nothing in this Section 7.07 shall in any way limit the
ability of such Investor to pursue or consummate an Authorized Purchase in
compliance with Section 7.03.

          Section 7.08.  Acquisition Proposals.  (a)  During the Limitation
Period, notwithstanding any provision in this Article VII to the contrary, if
an Investor desires to submit a proposal to acquire control of the Company or
to increase its percentage ownership of Company Voting Securities beyond its
percentage ownership as of the date on which such proposal is submitted, it
may do so only by notifying the chairman of the Approval Body and complying
with all of the following procedures:

          (i)  such Investor may only submit to the Company a proposal having
     the following terms (the "Proposal"):

               (A)  the Proposal entails either (1) a tender offer for all
          outstanding Company Voting Securities not owned by such Investor
          and its affiliates which offer is conditioned upon a majority of
          the outstanding Company Voting Securities not owned by such
          Investor and its affiliates having been tendered, followed by a
<PAGE>
          merger transaction, or (2) a merger transaction which is
          conditioned on the approval of stockholders holding a majority of
          the outstanding Company Voting Securities not owned by such
          Investor and its affiliates; and

               (B)  the Proposal provides that the same consideration will be
          paid to all of the Company's stockholders (other than such Investor
          and its affiliates) in the tender offer and/or merger transaction.

          (ii) The Approval Body shall retain a reputable investment banking
     firm to advise the Approval Body with respect to the fairness of the
     Proposal to the stockholders of the Company other than such Investor and
     its affiliates from a financial point of view, and the Approval Body
     shall retain independent counsel to advise it with respect to the
     Proposal.

          (iii)     The Proposal shall have received the Prior Approval of
     the Approval Body, which shall not give its approval unless it has
     received an opinion from such investment banking firm, in form and
     substance reasonably acceptable to the Approval Body, that the Proposal
     is fair to the stockholders of the Company other than such Investor and
     its affiliates from a financial point of view.

          (b)  Unless all of the preconditions set forth in
Sections 7.08(a)(i), 7.08(a)(ii) and 7.08(a)(iii) have been satisfied, the
Proposal shall not be presented to the Company's stockholders and such
Investor shall withdraw the Proposal.

          (c)  Each Investor shall not, and shall direct its Representatives
not to, disclose to any person either the fact that discussions or
negotiations are taking place concerning a possible transaction as
contemplated by the Proposal or any of the terms or other facts with respect
to any such possible transaction, in each case without the Prior Approval of
the Approval Body.

          (d)  Notwithstanding the foregoing provisions of this Section 7.08,
nothing in this Section 7.08 shall in any way limit the ability of an
Investor to pursue or consummate an Authorized Purchase in compliance with
Section 7.03 without complying with the procedures set forth in this Section
3.6.

          Section 7.09.  Term of Standstill and Confidentiality Provisions. 
Unless the provisions contained in this Article VII specifically provide for
earlier termination with respect to any particular right or obligation, the
provisions contained in this Article VII shall terminate on the last day of
the Limitation Period notwithstanding an earlier termination of this
Agreement pursuant to Article VIII.


                                 ARTICLE VIII.

                                     Term

          Section 8.01.  Termination.  This Agreement may be terminated on or
any time prior to the Initial Closing (provided that no such termination
shall be effective if (i) such termination is for the sole purpose of
removing one or more Investors from this Agreement and (ii) the Company and
<PAGE>
the remaining Investors contemplate, as of the date of such termination, to
enter into a transaction comparable to the transaction provided for by this
Agreement):

          (a)  by the mutual written consent of the Investors and the
     Company;

          (b)  by either the Company or the Investors, if the Initial Closing
     shall not have occurred or is not capable of occurring (and the party
     claiming that such Closing is incapable of occurring demonstrates such
     fact beyond a reasonable doubt) on or prior to December 31, 1997, unless
     the failure of such occurrence shall be due to the failure of the party
     seeking to terminate this Agreement to perform or observe its agreements
     set forth herein required to be performed or observed by such party on
     or before the Initial Closing, provided that, if a non-defaulting
     Investor is otherwise entitled to terminate this Agreement but such
     termination is prohibited because of a default by another Investor, such
     non-defaulting Investor may terminate its commitment hereunder following
     10 days' prior written notice to the Company, unless during such 10-day
     period the Company has replaced or otherwise terminated the commitment
     of each defaulting Investor; or

          (c)  by the Company, if the condition to the Initial Closing set
     forth in Section 5.04 shall not have been satisfied.

          Section 8.02.  Effect of Termination.  Except as provided in
Section 8.03, in the event of the termination of this Agreement as provided
in Section 8.01, this Agreement shall forthwith become void except for the
obligations set forth in Article VII and Sections 9.02 through 9.15 and there
shall be no liability or obligation on the part of the parties hereto except
as otherwise provided in this Agreement.  The termination of this Agreement
under Section 8.01(b) shall not relieve either party of any liability for
breach of this Agreement prior to the date of termination.

          Section 8.03.  Termination Fee.  If this Agreement is terminated
pursuant to Section 8.01(b) due, in whole or in part, to the failure of the
condition precedent set forth in Section 5.04, the Company shall, immediately
upon such termination but subject to the last sentence of this Section 8.03,
(i) issue and deliver to the Investors an aggregate of 230,000 shares of the
Company's Common Stock ("Termination Shares"), which shall be fully paid,
validly issued and non-assessable when issued, such shares to be issued to
each respective Investor ratably based on the amount by which the number of
shares set forth opposite such Investor's name on Schedule I hereto bears to
the total number of shares for all Investors set forth on Schedule I (except
that only such Termination Shares payable to First Reserve Fund VII, Limited
Partnership shall instead be payable to First Reserve Corporation), and (ii)
pay to Investors the costs and expenses described in Section 9.07(b),
notwithstanding any SOCO determination not to sell Common Stock in the
Secondary Stock Offering.  Upon issuance, the Termination Shares shall become
"Registerable Shares" as set forth in Article VI, which shall survive such
termination, except that Investors shall be entitled to only one Demand
Registration with respect to the Termination Shares.  Notwithstanding the
foregoing, no Termination Shares shall be issued if the Option on SOCO Shares
shall have become exercisable (whether or not the Investors elect to exercise
the Option on SOCO Shares).
<PAGE>
                                  ARTICLE IX.

                                 Miscellaneous

          Section 9.01.  Survival of Representations, Warranties and
Agreements.  All representations, warranties and agreements made herein or in
any certificates delivered in connection with any Closing shall survive such
Closing.

          Section 9.02.  Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
delivered personally, by telecopier or sent by overnight courier as follows:

          (a)  If to the Investors, to the address or telecopy number set
forth below their name on the signature pages hereto;

          (b)  If to the Company, to:

                    Patina Oil & Gas Corporation
                    1625 Broadway, Suite 2000
                    Denver, Colorado  80202
                    Phone:  (303) 389-3600
                    Fax:  (303) 595-7407
                    Attention:  General Counsel

                    With copies to:

                    Thomas J. Edelman,
                    Chairman of Patina Oil & Gas Corporation
                    667 Madison Avenue, 22nd Floor
                    New York, New York 10021
                    Phone: (212) 371-1117
                    Fax:  (212) 888-6877

                    Simpson Thacher & Bartlett
                    425 Lexington Avenue
                    New York, New York  10017
                    Phone:  (212) 455-2000
                    Fax:  (212) 455-2502
                    Attention:  Robert L. Friedman, Esq.

or to such other address or addresses as shall be designated in writing.  All
notices shall be effective when received.

          Section 9.03.  Entire Agreement; Amendment.  This Agreement and the
Certificate of Designations and the documents described herein and therein or
attached or delivered pursuant hereto or thereto or contemporaneously
herewith set forth the entire agreement among the parties hereto with respect
to the transactions contemplated by this Agreement.  Any provision of this
Agreement may be amended or modified in whole or in part at any time by an
agreement in writing among the parties hereto executed in the same manner as
this Agreement; provided that any amendment, modification or waiver to be
delivered hereunder on behalf of the Investors shall be effective against all
of the Investors if Investors holding 65% or more of the aggregate
commitments hereunder shall agree to such amendment, modification or waiver;
provided, however that no such amendment, modification or waiver (i) shall
disproportionately disadvantage an Investor, (ii) shall reduce or increase
<PAGE>
any Investor's commitment hereunder or (iii) reduce the dividend rate or
other principal economic terms of the 8.5% Convertible Preferred Stock to be
purchased hereunder, in each case without the consent of the Investor
affected thereby.  No failure on the part of any party to exercise, and no
delay in exercising, any right shall operate as a waiver thereof nor shall
any single or partial exercise by any party of any right preclude any other
or future exercise thereof or the exercise of any other right.  No
investigation by the Investors of the Company prior to or after the
date hereof shall prevent the Investors from exercising any right hereunder
or be deemed to be a waiver of any such right.

          Section 9.04.  Counterparts.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed to constitute an
original, but all of which together shall constitute one and the same
documents.

          SECTION 9.05.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.

          Section 9.06.  Public Announcements.  Each of the parties hereto
agrees to hold in strict confidence and not to disclose to others the status
of any discussions among the parties with respect to the subject matter of
this Agreement until such time as the parties mutually agree to publicly
disclose such information or are legally obligated to disclose such
information.  Subject to the provisions of the previous sentence, the parties
hereto will cooperate with each other in the development and distribution of
all news releases and other public information disclosures with respect to
this Agreement and any of the transactions contemplated hereby, and no party
hereto will make any news releases or other information disclosures with
respect to the subject matter of this Agreement without the prior consent of
the other parties hereto.

          Section 9.07.  Expenses.  (a)  Except as provided in Sections 6.07
and 9.07(b), each of the parties hereto will pay its own expenses incurred or
to be incurred in connection with this Agreement and the transactions
contemplated hereby.  None of the parties hereto shall engage any broker,
finder or agent or agree to pay to any person any broker's fee, finder's fee,
commission or other similar form of compensation in connection with this
Agreement or the transactions contemplated hereby, except as provided in
Section 3.01(s) hereof.

          (b)  In the event that SOCO determines not to sell its Common Stock
in the Secondary Stock Offering because the proposed Net Offering Price is
less than $7.0875 per share, then the Company shall promptly pay the
Investors for all reasonable costs and out-of-pocket expenses incurred by
them in connection with the negotiation of this Agreement and the
consummation of the transactions contemplated hereby, including without
limitation the reasonable fees and expenses of the Investors' counsel up to a
maximum expense reimbursement pursuant to this Section 9.07(b) of $100,000.

          Section 9.08.  Indemnification.  (a)  Indemnification and Payment
of Damages by the Company.  The Company will indemnify and hold harmless the
Investors and its controlling persons and affiliates (collectively, the
"Indemnified Persons") for, and will pay to the Indemnified Persons the
amount of, any loss, liability, claim, damage or expense (including
reasonable attorneys' fees and expenses) (collectively, "Damages") actually
<PAGE>
incurred by the Indemnified Persons, arising, directly or indirectly, from or
in connection with: (i) any representation or warranty specifically made by
the Company in this Agreement which is qualified as to materiality not being
true and correct as of the date hereof and any Closing Date, and any
representation or warranty specifically made by the Company in this Agreement
which is not so qualified not being true and correct in all material respects
as of the date hereof and any Closing Date, or (ii) any breach by the Company
of any covenant or obligation of the Company specifically contained in this
Agreement.  The remedies provided in this Section 9.08 will be the sole
remedies available to the Investors and the other Indemnified Persons with
respect to the matters referred to in this Section 9.08, provided that the
foregoing shall not limit any right to terminate this Agreement, specific
performance or injunctive relief that a party may otherwise have.

          (b)  Indemnification and Payment of Damages by the Investors.  Each
Investor severally, but not jointly, will indemnify and hold harmless the
Company, and will pay to the Company the amount of any Damages actually
incurred by the Company, arising, directly or indirectly, from or in
connection with (i) any representation or warranty specifically made by such
Investor in this Agreement which is qualified as to materiality not being
true and correct as of the date hereof and any Closing Date, and any
representation or warranty specifically made by such Investor in this
Agreement which is not so qualified not being true and correct in all
material respects as of the date hereof or any Closing Date, or (ii) any
breach by the Investors of any covenant or obligation of such Investor
specifically contained in this Agreement.  The remedies provided in this
Section 9.08 will be the sole remedies available to the Company with respect
to the matters referred to in this Section 9.08, provided that the foregoing
shall not limit any right to terminate this Agreement, specific performance
or injunctive relief that a party may otherwise have.

          (c)  Time Limitations.  The Company will have no liability (for
indemnification or otherwise) with respect to any representation or warranty,
or covenant or obligation to be performed and complied with prior to any
Closing Date, other than those in Section 3.01(a), (c), (e), (o) or (r),
unless on or before the first anniversary of the last Closing Date to occur,
the Investors notify the Company of a claim specifying the factual basis of
that claim in reasonable detail to the extent then known by the Investors; a
claim with respect to Section 3.01(o) or (r) may be brought at any time on or
before the third anniversary of the last Closing Date; and a claim with
respect to Section 3.01(a), (c) or (e) will survive indefinitely.  The
Investors will have no liability (for indemnification or otherwise) with
respect to any representation or warranty, or covenant or obligation to be
performed and complied with prior to any Closing Date, unless on or before
the first anniversary of the last Closing Date, the Company notifies the
Investors of a claim specifying the factual basis of that claim in reasonable
detail to the extent then known by the Company.

          (d)  Limitations On Amount.  (i)  The Company will have no
liability to any Investor pursuant to Section 9.08(a) until the total of all
Damages owed to such Investor with respect to such matters exceeds such
Investor's pro rata interest (based on its aggregate commitment hereunder) of
$1,000,000, and then only for the amount by which such Damages exceed such
pro rata interest of $1,000,000.  The liability of the Company pursuant to
Section 9.08 shall not exceed such Investor's pro rata interest (based on its
aggregate commitment hereunder) of $5,000,000 in the aggregate (provided
that, if the amount of Damages exceeds $5,000,000, the Investors' remedy
<PAGE>
shall be the recision of the issuance and sale of the 8.5% Convertible
Preferred Stock hereunder with the Company repurchasing, at the purchase
price, such stock).   

          (ii) Each Investor will have no liability to the Company pursuant
to Section 9.08(b) until the total of all Damages with respect to such
matters exceeds such Investor's pro rata interest (based on its aggregate
commitment hereunder) of $1,000,000, and then only for the amount by which
such Damages exceed such pro rata interest of $1,000,000.  The liability of
an Investor to the Company pursuant to Section 9.08 shall not exceed such
Investor's pro rata interest (based on its aggregate commitment hereunder) of
$5,000,000 in the aggregate.

          (e)  Other Limitations.  The Company will have no liability to an
Investor or the Indemnified Persons for any breach of representation or
warranty to the extent that the Company can establish that such Investor had
actual knowledge of the facts which form the basis of such claim prior to the
applicable Closing Date.  The Investors will have no liability to the Company
for any breach of representation or warranty to the extent that the Investors
can establish that the Company had actual knowledge of the facts which form
the basis of such claim prior to the applicable Closing Date.

          (f)  Procedure for Indemnification.  Promptly upon an indemnified
party under Section 9.08(a) or 9.08(b) becoming aware of a claim it may have
against an indemnifying party under such Section, such indemnified party will
if a claim is to be made against an indemnifying party under such Section,
give notice to the indemnifying party, but the failure so to notify the
indemnifying party will not relieve the indemnifying party of any liability
that it may have to any indemnified party, except to the extent that the
indemnifying party demonstrates that it shall have been materially prejudiced
by the indemnifying party's failure to give such notice.  The parties shall
cooperate in resolving questions as to Damages payable under Section 9.08(a)
or 9.08(b) and determining the amount of any Damages payable.  If the parties
shall not be able, for a period of 30 days, to concur and agree upon the
amount of Damages payable under said Section, as applicable, either party
may, upon the expiration of such number of days, submit such difference to a
court of competent jurisdiction in the United States of America for final
determination.  The final determination of such court with respect to any
difference so submitted, after all appeals have been taken or the time to
appeal shall have expired (the "Final Determination"), shall be conclusive
and binding upon the parties.  Promptly after the exact amount and nature of
any Damages under Section 9.08(a) or 9.08(b) payable has been determined or
agreed upon by the parties or fixed by a Final Determination, the
indemnifying party shall pay such Damages to the indemnified party.  Such
Damages shall be deemed to be due and payable by the indemnifying party as of
a date no later than the date when notice of the claim therefor was first
given to the indemnifying party on behalf of the indemnified party.

          Section 9.09.  Successors and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and assigns.  Neither this Agreement nor any of the parties'
rights, interests or obligations hereunder shall be assignable by any party
hereto without the prior written consent of the other parties hereto;
provided that, if any Investor fails to fulfill its obligation to fund its
commitment for shares of 8.5% Convertible Preferred Stock hereunder, such
defaulting Investor's commitment obligation hereunder may be assigned to one
or more other non-defaulting Investor (which assignment shall occur no later
<PAGE>
than the applicable Closing Date and any non-defaulting Investor accepting
such additional commitment shall execute and deliver an appropriate amendment
or supplement to this Agreement reflecting such assignment).  No assignment
shall relieve the assigning party of any of its obligations hereunder.  Any
attempted assignment of this Agreement in breach of this provision shall be
void and of no effect.

          Section 9.10.  No Third Party Rights.  Nothing in this Agreement,
expressed or implied, shall or is intended to confer upon any person other
than the parties hereto or their respective successors or assigns any rights
or remedies of any nature or kind whatsoever under or by reason of this
Agreement.

          Section 9.11.  Specific Performance.  The Company acknowledges that
the rights granted to the Investors in this Agreement are of a special,
unique and extraordinary character, and that any breach of this Agreement by
the Company could not be compensated for by damages.  Accordingly, if the
Company breaches its obligations under this Agreement, the Investors shall be
entitled, in addition to any other remedies that they may have, to
enforcement of this Agreement by a decree of specific performance requiring
the Company to fulfill its obligations under this Agreement.

          Section 9.12.  Captions.  The captions contained in this Agreement
are for reference purposes only and are not part of this Agreement.

          Section 9.13.  Severability.  Should any part of this Agreement for
any reason be declared invalid, such decision shall not affect the validity
of any remaining portion, which remaining portion shall remain in full force
and effect as if this Agreement had been executed with the invalid portion
thereof eliminated, and it is hereby declared the intention of the parties
hereto that they would have executed the remaining portion of this Agreement
without including therein any such part or parts which may, for any reason,
be hereafter declared invalid.

          Section 9.14.  Mutual Waiver of Jury Trial.  Because disputes
arising in connection with complex financial transactions are most quickly
and economically resolved by an experienced and expert person and the parties
wish applicable state and federal laws to apply (rather than arbitration
rules), the parties desire that their disputes be resolved by a judge
applying such applicable laws.  Therefore, to achieve the best combination of
the benefits of the judicial system and of arbitration, the parties hereto
waive all right to trial by jury in any action, suit or proceeding brought to
enforce or defend any rights or remedies under this Agreement.

          Section 9.15.  Jurisdiction.  The courts of the State of New York
in New York County and the United States District Court for the Southern
District of New York shall have jurisdiction over the parties with respect to
any dispute or controversy between them arising under or in connection with
this agreement and, by execution and delivery of this Agreement, each of the
parties to this Agreement submits to the jurisdiction of those courts,
including but not limited to the in personam and subject matter jurisdiction
of those courts, waives any objections to such jurisdiction on the grounds of
venue or forum non conveniens, the absence of in personam or subject matter
jurisdiction and any similar grounds, consents to service of process by mail
(in accordance with Section 9.02) or any other manner permitted by law, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Agreement.
<PAGE>
          Section 9.16.  References to Other Agreements.  To the extent that
this Agreement refers to any other agreement, or any provision thereof, such
reference shall be deemed to be to such agreement or provision in the form
initially executed by the parties thereto (regardless of whether such
agreement or provision is amended) unless and to the extent that (a) such
amendment does not adversely affect the non-signing party or (b) the non-
signing party consent in writing to such amendment.

          IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto or by their respective duly authorized officers, all as of the date
first above written.

                                         PATINA OIL & GAS CORPORATION

                                         By: /s/ Thomas J. Edelman
                                            Name:  Thomas J. Edelman
                                            Title: Chairman and Chief
                                                   Executive Officer

                                         FIRST RESERVE FUND VII, LIMITED
                                           PARTNERSHIP

                                         By:  First Reserve Corporation, its
                                             General Partner

                                         By: /s/ William E. Macaulay
                                            Name:  William E. Macaulay
                                            Title:  President and Chief
                                                    Executive Officer

 With copy to:

 Thomas R. Denison, Esq.                 475 Steamboat Road
 Gibson Dunn & Crutcher LLP              Greenwich, Connecticut 06830
 1801 California Street                  Phone:  (203) 625-2502
 Suite 4100                              Fax:  (203) 661-6729
 Denver, Colorado 80202
 Phone:  (303) 298-5734
 Fax:  (303) 313-2823

                                         CHASE VENTURE CAPITAL ASSOCIATES,
                                           L.P.

                                         By:  Chase Capital Partners, its
                                             General Partner

                                         By: /s/ Arnold L. Chavkin       
                                            Name:  Arnold L. Chavkin
                                            Title:  General Partner
<PAGE>
 With copy to:

 Harvey Eisenberg, Esq.                  HIGHBRIDGE INTERNATIONAL LDC
 O'Sullivan, Graev & Karabell
 30 Rockefeller Plaza, 41st Floor        By: HIGHBRIDGE CAPITAL MANAGEMENT,
 New York, New York 10112                     INC.
 Phone: (212) 408-2416
 Fax:   (212) 408-0646                   By: /s/ Glenn R. Dubin
                                            Name:  Glenn R. Dubin
                                            Title:  Co-Chairman

 With copy to:

 Ron Resnick, Esq.                       c/o Highbridge Capital Management,
 c/o Highbridge Capital Management,          Inc.
       Inc.                              767 Fifth Avenue, 23rd Floor
 767 Fifth Avenue, 23rd Floor            New York, New York 10153
 New York, New York  10153               Phone:  (212) 751-4510
 Phone:  (212) 751-4510                  Fax:  (212) 486-9379
 Fax:    (212) 759-6010


                                         BEDFORD FALLS INVESTORS, LP
                                         By: Metropolitan Capital Advisors,
                                              LP
                                         its General Partner
                                         By: Metropolitan Capital Advisors,
                                              Inc.

                                         By: /s/ Jeffrey Schwarz
                                         Jeffrey Schwarz
                                         Chief Executive Officer

                                         660 Madison Avenue, 20th Floor
                                         New York, NY  10021
                                         Phone:  (212) 486-8100
                                         Fax:  (212) 486-8819

                                         /s/ Anthony V. Dub
                                         Anthony V. Dub
                                         c/o Credit Suisse First Boston
                                         11 Madison Avenue
                                         New York, NY 10010
                                         Phone:  (212) 325-4800
                                         Fax:    (212) 325-8266        

                                         /s/ Allen Finkelson
                                         Allen Finkelson

                                         c/o Cravath, Swain & Moore
                                         Worldwide Plaza
                                         825 Eighth Avenue - 46th Floor
                                         New York, NY  10019
                                         Phone:  (212) 474-1262
                                         Fax:  (212) 765-1047
<PAGE>
                                         /s/ William P. Nicoletti
                                         William P. Nicoletti

                                         c/o Nicoletti & Company Inc.
                                         1155 Avenue of the Americas
                                         29th Floor
                                         New York, NY  10036
                                         Phone:  (212) 819-2640
                                         Fax:  (212) 391-7420


                                         /s/ Irik P. Sevin
                                         Irik P. Sevin

                                         c/o Petroleum Heat & Power Co., Inc.
                                         2187 Atlantic Street
                                         P.O. Box 1457
                                         Stamford, CT  06904
                                         Phone: (203) 325-5450
                                         Fax: (203) 328-7421

                                         /s/ Peter Seaman
                                         Peter Seaman

                                         c/o Universal Studios
                                         100 Universal City Plaza
                                         Universal Building #507
                                         Suite 3G
                                         Universal City, CA  91608
<PAGE>
                                                            SCHEDULE I



                      SCHEDULE OF INVESTORS' COMMITMENTS


<TABLE>
<CAPTION>
                                                                                       of 8.5%               Common Stock to be
                                                           Aggregate            Convertible Preferred        Acquired at Initial
Name of Investor                                       Commitment Amount        Stock to be Purchased              Closing
- --------------------------------------------------  -----------------------  --------------------------   -------------------------
<S>                                                 <C>                      <C>                          <C>

First Reserve Fund VII, Limited Partnership . . .         $32,500,000                 1,300,000                     51,587
Chase Venture Capital Associates, L.P.  . . . . .         $22,500,000                   900,000                     35,714
Highbridge International  LDC . . . . . . . . . .         $ 4,750,000                   190,000                      7,540
Bedford Falls Investors, LP . . . . . . . . . . .         $ 2,500,000                   100,000                      3,968
Anthony V. Dub  . . . . . . . . . . . . . . . . .         $   400,000                    16,000                        635
Allen Finkelson . . . . . . . . . . . . . . . . .         $   100,000                     4,000                        159
William P. Nicoletti  . . . . . . . . . . . . . .         $   100,000                     4,000                        159
Irik P. Sevin . . . . . . . . . . . . . . . . . .         $   100,000                     4,000                        159
Peter Seaman  . . . . . . . . . . . . . . . . . .         $    50,000                     2,000                         79
Totals  . . . . . . . . . . . . . . . . . . . . .         $63,000,000                 2,520,000                    100,000

</TABLE>

<PAGE>
   

                                    ANNEX C




                                                                CONFORMED COPY


                      MANAGEMENT STOCK PURCHASE AGREEMENT


                                     Among

                         PATINA OIL & GAS CORPORATION

                                      and

                     THE MANAGEMENT INVESTORS NAMED HEREIN



                         Dated as of September 4, 1997
<PAGE>
                               TABLE OF CONTENTS


                                                                          Page


                                  ARTICLE I.

                                  Definitions

     Section 1.01.  Definitions . . . . . . . . . . . . . . . . . . . . .    

                                  ARTICLE II.

                       Sale and Purchase of Common Stock

     Section 2.01.  Sale and Purchase of Common Stock.  . . . . . . . . .    
     Section 2.02.  Closing . . . . . . . . . . . . . . . . . . . . . . .    
     Section 2.03.  Appointment of the Representative . . . . . . . . . .    

                                 ARTICLE III.

                        Representations and Warranties

     Section 3.01.  Representations and Warranties of the Company . . . .    
     Section 3.02.  Representations and Warranties of Management
                    Investors . . . . . . . . . . . . . . . . . . . . . .    

                                  ARTICLE IV.

                     Additional Agreements of the Parties

     Section 4.01.  Taking of Necessary Action  . . . . . . . . . . . . .    
     Section 4.02.  Restrictions on Sale or Transfer; Legend  . . . . . .    
     Section 4.03.  New York Stock Exchange Listing . . . . . . . . . . .    
     Section 4.04.  Approval by Company's Stockholders  . . . . . . . . .    
     Section 4.05.  Company's Loans to Management Investors . . . . . . .    
     Section 4.06.  Piggyback Registration Rights . . . . . . . . . . . .    
     Section 4.07.  Use of Proceeds . . . . . . . . . . . . . . . . . . .    

                                  ARTICLE V.

                             Conditions Precedent

     Section 5.01.  Conditions to Each Party's Obligations to Effect the
                    Closing . . . . . . . . . . . . . . . . . . . . . . .    
     Section 5.02.  Conditions to the Management Investors' Obligations .    
     Section 5.03.  Conditions to the Company's Obligations . . . . . . .   

                                  ARTICLE VI.

                                     Term

     Section 6.01.  Termination . . . . . . . . . . . . . . . . . . . . .   
     Section 6.02.  Effect of Termination . . . . . . . . . . . . . . . .   
<PAGE>
                                 ARTICLE VII.

                                 Miscellaneous

     Section 7.01.  No Survival of Representations and Warranties . . . .   
     Section 7.02.  Notices . . . . . . . . . . . . . . . . . . . . . . .   
     Section 7.03.  Entire Agreement; Amendment . . . . . . . . . . . . .   
     Section 7.04.  Counterparts  . . . . . . . . . . . . . . . . . . . .   
     SECTION 7.05.  GOVERNING LAW . . . . . . . . . . . . . . . . . . . .   
     Section 7.06.  Public Announcements  . . . . . . . . . . . . . . . .   
     Section 7.07.  Expenses  . . . . . . . . . . . . . . . . . . . . . .   
     Section 7.08.  Successors and Assigns  . . . . . . . . . . . . . . .   
     Section 7.09.  No Third Party Rights . . . . . . . . . . . . . . . .   
     Section 7.10.  Captions  . . . . . . . . . . . . . . . . . . . . . .   
     Section 7.11.  Severability  . . . . . . . . . . . . . . . . . . . .   
     Section 7.12.  Mutual Waiver of Jury Trial . . . . . . . . . . . . .   

EXHIBITS

         A    -    Form of Promissory Note
         B    -    Form of Pledge Agreement


SCHEDULES

          I   -    Schedule of Management Investors' Commitments

<PAGE>
          MANAGEMENT STOCK PURCHASE AGREEMENT, dated as of September 4, 1997
(this "Agreement"), among Patina Oil & Gas Corporation, a Delaware
corporation (the "Company"), and each of the management investors who execute
signature pages hereto (each a "Management Investor" and collectively, the
"Management Investors").


                             W I T N E S S E T H :

          WHEREAS, the Company desires to create an enhanced equity
arrangement to induce the Management Investors to invest in, and the
Management Investors desire to make investments in, the Company and enhance
their interest in the Company's future success;

          WHEREAS, each of the Management Investors has severally agreed to
purchase, and the Company has agreed to sell, subject to the terms and
conditions of this Agreement, the aggregate dollar amount of shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), set
forth opposite such Management Investor's name on Schedule I hereto;

          WHEREAS, as a condition to and in connection with the obligations
of the Management Investors hereunder and in addition to the issuance and
sale of the Common Stock hereunder, the Company will grant shares of
restricted Common Stock to the Management Investors in accordance with and
pursuant to the Company's Restricted Stock Agreement, dated as of the date
hereof (the "Restricted Stock Agreement");

          WHEREAS, the Company has filed a Registration Statement on Form S-3
in connection with the registration and sale on behalf of Snyder Oil
Corporation, the majority stockholder of the Company ("SOCO") of up to
8,625,000 shares of the Company's Common Stock owned by SOCO (such
registration and sale, the "Secondary Stock Offering"), and the consummation
of the sale of Common Stock by SOCO pursuant to the Secondary Stock Offering
shall be a condition precedent to the issuance and sale by the Company of
shares of Common Stock hereunder;

          WHEREAS, the Company and SOCO have entered into a Share Repurchase
Agreement (the "Share Repurchase Agreement"), pursuant to which the Company
has agreed to repurchase from SOCO all of the remaining shares of Common
Stock owned by SOCO which have not been sold by SOCO in the Secondary Stock
Offering at a purchase price per share equal to the net offering price (after
deduction of the underwriters' commissions and discounts) of the shares of
Common Stock sold in the Secondary Stock Offering (such redemption, the "SOCO
Stock Redemption");

          WHEREAS, the Company and certain new investors have entered into a
Stock Purchase Agreement (the "Preferred Stock Purchase Agreement"), pursuant
to which the Company has agreed to issue and sell to such investors up to
2,520,000 shares of the Company's 8.5% Convertible Preferred Stock, par value
$.01 per share ("8.5% Convertible Preferred Stock"), on the terms and
conditions set forth in such Preferred Stock Purchase Agreement;

          WHEREAS, the Company contemplates that the proceeds from the
issuance of Common Stock hereunder, together with the proceeds from the
issuance of the Company's 8.5% Convertible Preferred Stock and new borrowings
<PAGE>
under the Company's existing senior credit facility, will be used to pay the
purchase price for the shares redeemed in the SOCO Stock Redemption;

          NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained and intending to
be legally bound hereby, the parties hereby agree as follows:


                                  ARTICLE I.

                                  Definitions

          Section 1.01.  Definitions.  As used in this Agreement, the
following terms shall have the meanings set forth below:

          "Agreement" shall have the meaning set forth in the recitals
     hereto.

          "Closing" and "Closing Date" shall have the meanings set forth in
     Section 2.02(a).

          "Common Stock" shall have the meaning set forth in the recitals
     hereto.

          "Company" shall have the meaning set forth in the recitals hereto.

          "Company Stockholders' Approval" shall have the meaning set forth
     in Section 4.04.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Management Investor" or "Management Investors" shall have the
     meaning set forth in the recitals hereto.

          "NYSE" shall have the meaning set forth in Section 4.04.

          "Person" or "person" shall mean an individual, corporation,
     association, partnership, trust, joint venture, business trust or
     unincorporated organization, or a government or any agency or
     political subdivision thereof.

          "Pledge Agreement" shall have the meaning set forth in Section
     2.02(b).

          "Preferred Stock Purchase Agreement" shall have the meaning set
     forth in the recitals hereto.

          "Promissory Note" shall have the meaning set forth in Section
     2.02(b).

          "Public Offering Price" shall have the meaning set forth in Section
     2.01.

          "Representative" shall have the meaning set forth in Section 2.03.
<PAGE>
          "Restricted Stock Agreement" shall have the meaning set forth in
     the recitals hereto.

          "Secondary Stock Offering" shall have the meaning set forth in the
     recitals hereto.

          "Securities Act" shall mean the Securities Act of 1933, as
     amended.

          "SEC" shall mean the United States Securities and Exchange
     Commission.

          "Share Repurchase Agreement" shall have the meaning set forth in
     the recitals hereto.

          "SOCO" shall have the meaning set forth in the recitals hereto.

          "SOCO Stock Redemption" shall have the meaning set forth in the
     recitals hereto.

          "Transfer" shall have the meaning set forth in Section 4.02.

          "8.5% Convertible Preferred Stock" shall have the meaning set forth
     in the recitals hereto.


                                  ARTICLE II.

                       Sale and Purchase of Common Stock

          Section 2.01.  Sale and Purchase of Common Stock.  Subject to all
of the terms and conditions of this Agreement, and in reliance upon the
representations and warranties hereinafter set forth, at the Closing provided
for in Section 2.02 hereof, the Company will sell to each Management
Investor, and each Management Investor will purchase from the Company, the
aggregate dollar amount of Common Stock (rounded down to the nearest whole
number of shares) set forth opposite such Management Investor's name on
Schedule I hereto, for a purchase price equal to the public offering price of
shares of Common Stock in the Secondary Stock Offering (the "Public Offering
Price").

          Section 2.02.  Closing.  (a)  Subject to the satisfaction or waiver
of the conditions set forth in this Agreement, the sale and purchase of the
Common Stock pursuant to Section 2.01 (the "Closing") shall take place at the
offices of Simpson Thacher & Bartlett, counsel to the Company, at 425
Lexington Avenue, New York, New York 10017, on the first business day
following the date on which the conditions in Article V are satisfied (or
waived by the Representative, on behalf of the Management Investors, or the
Company, as the case may be) (the "Closing Date"), or at such other time and
place as may be mutually agreed upon by the Representative and the Company.

          (b)  At the Closing:  (i) the Company will deliver to each
Management Investor a certificate or certificates for the Common Stock to be
sold to such Management Investor in accordance with the provisions of Section
2.01, registered in the respective name(s) and proportions as such Management
Investor shall have specified to the Company at least five  business days
prior to the Closing; (ii) each Management Investor will deliver to the
<PAGE>
Company in full payment for the Common Stock to be purchased pursuant to
Section 2.01, (A) in the case of each Management Investor other than Thomas
J. Edelman (who shall pay the full purchase price for the shares of Common
Stock to be purchased by him hereunder in immediately available funds (a
portion of which may be provided from Mr. Edelman's deferred compensation
plan which exists for his benefit)), a promissory note of such Management
Investor, dated the date of the Closing, in a principal amount of up to 85%
of the aggregate purchase price to be paid by such Management Investor for
the shares of Common Stock to be purchased by such Management Investor
hereunder, and in substantially the form attached hereto as Exhibit A (each a
"Promissory Note"), and (B) a cashier's check for the remaining balance (or,
in the case of Mr. Edelman, for the full 100%) of the aggregate purchase
price of the shares of Common Stock to be purchased by each Management
Investor hereunder, (iii) in the case of each Management Investor (other than
Mr. Edelman), a pledge agreement of such Management Investor, dated the date
of the Closing, in substantially the form attached hereto as Exhibit B (each
a "Pledge Agreement"); and (iv) each party shall take or cause to happen such
other actions, and shall execute and deliver such other instruments or
documents, as shall be required under Article V hereof.

          Section 2.03.  Appointment of the Representative.  (a)  Each of the
Management Investors hereby appoint [Keith Crouch] [David Kornder] as its
representative and attorney-in-fact under this Agreement (in such capacity,
the "Representative") to perform all actions designated hereunder to be
performed on behalf of such Investor pursuant to Sections 2.02, 5.02, 5.03
and 6.01. The Company shall be entitled to rely upon any act taken or notice
or consent given by the Representative as the act, notice or consent of the
Management Investors and shall not be obligated to investigate beyond the
taking of such action or giving of such notice or consent by the
Representative.

          (b)  Whenever the Representative acts under Sections 2.02, 5.02,
5.03 and 6.01 or otherwise under this Agreement, the Representative shall
solicit the Management Investors in writing, describing the action to be
taken in reasonable detail, and shall act, give notice or give consent on
behalf of the Management Investors only in accordance with written
instructions given by such Management Investors that at the time hold more
than 75% of the aggregate commitments for shares of Common Stock to be
purchased hereunder.  If the Representative resigns or otherwise is unable to
serve as a representative pursuant to this Agreement, the Management
Investors that at the time hold more than 75% of the aggregate commitments
for shares of Common Stock to be purchased hereunder shall have the right to
appoint a successor to the Representative.



                                 ARTICLE III.

                        Representations and Warranties

          Section 3.01.  Representations and Warranties of the Company.  The
Company represents and warrants to, and agrees with, the Management Investors
as follows:

          (a)  Organization and Good Standing.  The Company is a corporation
     duly organized, validly existing and in good standing under the laws of
     its jurisdiction of incorporation and has all requisite corporate power
<PAGE>
     and authority to own, operate and lease its properties and to carry on
     its business as it is now being conducted.

          (b)  Authorization.  The Company has full corporate power and
     authority to enter into this Agreement and to consummate the
     transactions contemplated hereby.  The execution, delivery and
     performance of this Agreement and the consummation of the transactions
     contemplated hereby has been duly authorized by the Board of Directors
     of the Company.  No other corporate proceedings on the part of the
     Company are necessary to authorize the execution, delivery and
     performance of this Agreement and the transactions contemplated hereby. 
     This Agreement has been duly and validly executed and delivered by the
     Company and this Agreement constitutes a valid and binding obligation of
     the Company enforceable in accordance with its terms, except as such
     enforceability may be limited by bankruptcy, insolvency, reorganization,
     moratorium and other similar laws relating to or affecting creditors'
     rights generally, by general equity principles (regardless of whether
     such enforceability is considered in a proceeding in equity or at law)
     and by an implied covenant of good faith and fair dealing.

          (c)  Newly Issued Shares of Common Stock.  The shares of Common
     Stock to be issued and sold hereunder have been duly authorized to be so
     issued and sold by all necessary corporate action.  When issued and sold
     against receipt of the consideration therefor, the shares of Common
     Stock to be issued and sold hereunder will be validly issued, fully paid
     and nonassessable, will not subject the holders thereof to any personal
     liability and will not be subject to any preemptive rights of any other
     stockholder of the Company.  At the Closing, the Management Investors
     will receive valid title to the Common Stock to be purchased on such
     date, free and clear of any claim, lien, security interest or other
     encumbrance.

          Section 3.02.  Representations and Warranties of Management
Investors.  Each Management Investor represents and warrants to, and agrees
with, the Company as follows:

          (a)  Legal Capacity.  Each Management Investor has the legal
     capacity to execute, deliver and perform this Agreement.

          (b)  Authorization.  The execution, delivery and performance of
     this Agreement and the consummation of the transactions contemplated
     hereby have been authorized by all necessary action on behalf of such
     Management Investor.  No other proceedings on the part of such
     Management Investor are necessary to authorize the execution, delivery
     and performance of this Agreement and the transactions contemplated
     hereby.  This Agreement has been duly and validly executed and delivered
     by such Management Investor and this Agreement constitutes a valid and
     binding obligation of such Management Investor enforceable in accordance
     with its terms, except as such enforceability may be limited by
     bankruptcy, insolvency, reorganization, moratorium and other similar
     laws relating to or affecting creditors' rights generally, by general
     equity principles (regardless of whether such enforceability is
     considered in a proceeding in equity or at law) and by an implied
     covenant of good faith and fair dealing.

          (c)  Securities Act.  (i)  Each Management Investor is acquiring
     the Common Stock solely for the purpose of investment and not with a
<PAGE>
     view to, or for resale in connection with, any distribution thereof in
     violation of the Securities Act.  Each Management Investor has been
     given the opportunity to obtain any and all relevant information and
     documents relating to the Common Stock (including the Company's
     prospectus prepared in connection with the Secondary Stock Offering) and
     to ask questions and receive answers about such documents, the Company
     and its business which such Management Investor deems necessary to
     evaluate the merits and risks related to an investment in the Common
     Stock, and such Management Investor has relied solely on such
     information.

          (ii) Each Management Investor further represents and warrants that
     (A) such Management Investor's  financial condition is such that he or
     she can afford to bear the economic risk of holding the Common Stock for
     an indefinite period of time and has adequate means for providing for
     such Management Investor's current needs and personal contingencies, (B)
     such Management Investor can afford to suffer a complete loss of his or
     her investment in the Common Stock, (C) he understands and has taken
     cognizance of all risk factors related to the purchase of the Common
     Stock, including those set forth in the Company's prospectus referred to
     above, and (D) such Management Investor's knowledge and experience in
     financial and business matters are such that he or she is capable of
     evaluating the merits and risks of his or her purchase of the Common
     Stock as contemplated by this Agreement.

          (d)  Brokers and Finders.  No Management Investor has utilized any
     broker, finder, placement agent or financial advisor or incurred any
     liability for any fees or commissions in connection with any of the
     transactions contemplated hereby.


                                  ARTICLE IV.

                     Additional Agreements of the Parties

          Section 4.01.  Taking of Necessary Action.  Each of the parties
hereto agrees to use all reasonable efforts promptly to take or cause to be
taken all action and promptly to do or cause to be done all things necessary,
proper or advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement.  Without
limiting the foregoing, the Company and the Management Investors will, and
the Company shall cause its subsidiaries to, each use all reasonable efforts
to make all filings and obtain all consents of governmental entities or other
persons relating to such party which may be necessary or, in the opinion of
the Company or the Management Investors, as the case may be, advisable for
the consummation of the transactions contemplated by this Agreement.

          Section 4.02.  Restrictions on Sale or Transfer; Legend.  (a)  The
Management Investors hereby acknowledge and agree that shares of Common Stock
to be purchased by them hereunder will be, upon the sale and purchase of such
shares in accordance with the terms hereof, "restricted securities" under the
Securities Act.  The Management Investors agree that they will not, directly
or indirectly, offer, sell, transfer, assign or otherwise dispose of the
beneficial ownership of (any such act, a "Transfer") any such shares of
Common Stock, except as permitted under the Securities Act and the rules and
regulations thereunder (including, without limitation, Transfers pursuant to
Rule 144 under the Securities Act).  The Management Investors further agree
<PAGE>
that, during the 180-day period following the sale of Common Stock in the
Secondary Stock Offering, they will not Transfer any shares of Common Stock.

          (b)  The Management Investors acknowledge and agree that as of the
date hereof the shares of Common Stock issued and sold hereunder have not
been and will not be registered under the Securities Act or the securities
laws of any state and that they may be sold or otherwise disposed of only in
one or more transactions registered under the Securities Act (and, where
applicable, such laws) or as to which an exemption from the registration
requirements of the Securities Act (and, where applicable, such laws) is
available.  The Management Investors acknowledge that, except as provided in
this Agreement, the Management Investors have no right to require the Company
to register the shares of Common Stock purchased hereunder.  The Management
Investors further acknowledge and agree that each certificate for the Common
Stock purchased hereunder shall bear the following legend:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  THIS
CERTIFICATE IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON
TRANSFER, VOTING AND OTHER PROVISIONS OF A MANAGEMENT STOCK PURCHASE
AGREEMENT DATED AS OF SEPTEMBER 4, 1997 AMONG THE COMPANY AND THE MANAGEMENT
INVESTORS REFERRED TO THEREIN A COPY OF WHICH IS ON FILE WITH THE COMPANY. 
EXCEPT AS PROVIDED IN SUCH MANAGEMENT STOCK PURCHASE AGREEMENT, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT TRANSFERABLE AND ANY
PURPORTED TRANSFER IN VIOLATION OF THE PROVISIONS OF SUCH MANAGEMENT STOCK
PURCHASE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT.

          Section 4.03.  New York Stock Exchange Listing.  As promptly as
practicable following the Closing Date, the Company will apply to the New
York Stock Exchange to list the shares of Common Stock issued and sold
hereunder, and the Company will use its reasonable efforts to cause such
shares to be listed on the New York Stock Exchange as promptly thereafter as
practicable.

          Section 4.04.  Approval by Company's Stockholders.  (a)  The
Company shall take all action required by the rules and regulations of the
New York Stock Exchange (the "NYSE") to obtain the approval of the Company's
stockholders of the issuance and sale of the Common Stock to the Management
Investors hereunder, which consent may be obtained (subject to the applicable
rules and regulations of the NYSE, the Exchange Act and other applicable
laws) via the written consent of the requisite percentage of the Company's
stockholders (the "Company Stockholders' Approval").  Subject to its
fiduciary duties under applicable law, the Company's Board of Directors shall
recommend that the Company's stockholders approve the issuance and sale of
the Common Stock hereunder.

          Section 4.05.  Company's Loans to Management Investors.  The
Company will make a loan to each of the Management Investors (other than
Thomas J. Edelman) in a principal amount of up to 85% of the aggregate
purchase price to be paid for the shares of Common Stock to be purchased by
such Management Investor hereunder.  The terms and conditions of such loan
(including interest rate, interest payment dates, maturity date(s) and events
of default) shall be set forth in the Promissory Note executed and delivered
by each Management Investor.  Each Management Investor (other than Mr.
<PAGE>
Edelman) that desires to make a borrowing from the Company to fund up to 85%
of the aggregate purchase price of the shares of Common Stock to be purchased
by such Management Investor hereunder shall deliver an irrevocable written
request to the Company no less than five business days prior to the Closing
stating the amount of the borrowing desired to be made and confirming that
such Management Investor will have immediately available funds at the Closing
for the balance of the purchase price to be so paid.

          Section 4.06.  Piggyback Registration Rights.  If the Company
proposes to file a registration statement under the Securities Act with
respect to an offering for its own account of any class of its equity
securities (other than a registration statement on Form S-8 (or any successor
form) or any other registration statement relating solely to director and/or
employee benefit plans or filed in connection with an exchange offer, a
transaction to which Rule 145 (or any successor rule) under the Securities
Act applies or an offering of securities solely to the Company's existing
stockholders), then the Company shall in each case give written notice of
such proposed filing to the Management Investors as soon as practicable
before the anticipated filing date, and such notice shall offer such
Management Investors the opportunity to register such number of shares of
Common Stock purchased hereunder and such number of shares of Common Stock
which have vested pursuant to the Restricted Stock Agreement, in each case as
each such Management Investor may request; provided, that the Company shall
not be required to deliver such notice to any Management Investor who, at the
time such notice is to be delivered, is able to transfer, pursuant to Rule
144 under the Securities Act, all the shares of Common Stock owned by such
Management Investor that could otherwise be included in the Company's
registered offering.  Each Management Investor desiring to have his shares
included in such registration statement shall so advise the Company in
writing within five business days after the date of the Company's notice,
setting forth the amount of such Management Investor's shares for which
registration is requested.  If the Company's offering is to be an
underwritten offering, the Company shall use its reasonable efforts to cause
the managing underwriter or underwriters of a proposed underwritten offering
to permit the shares of the Management Investors requested to be included in
the registration for such offering to include such securities in such
offering on the same terms and conditions as any similar securities of the
Company included therein, provided that (i) if the registration of which the
Company gives notice involves an underwriting, the right of each Management
Investor to registration pursuant to this Section 4.06 shall, unless the
Company otherwise agrees, be conditioned upon such Management Investor's
participation as a seller in such underwriting and execution of an
underwriting agreement with the managing underwriter or underwriters selected
by the Company and (ii) if the managing underwriter or underwriters of such
offering informs the Company that the success of the offering would be
materially and adversely affected by inclusion of the Management Investors'
shares requested to be included, then the Company shall not be required to
include such shares in such offering.

          Section 4.07.  Use of Proceeds.  The Company will use the net
proceeds derived by it from the issuance of the shares of Common Stock
hereunder to pay a portion of the purchase price of the shares of Common
Stock to be redeemed pursuant to the SOCO Stock Redemption.
<PAGE>
                                  ARTICLE V.

                             Conditions Precedent

          Section 5.01.  Conditions to Each Party's Obligations to Effect the
Closing.  The obligation of each party hereto to consummate the Closing
hereunder shall be subject to the satisfaction on the Closing Date of each of
the following conditions:

          (a)  No Injunction.  There shall not be in effect any order,
     decree, ruling or injunction of a court or agency of competent
     jurisdiction which enjoins or prohibits consummation of the transactions
     contemplated hereby.

          (b)  Regulatory Approvals and Company Stockholders' Approval.  All
     regulatory approvals necessary for the consummation of the issuance of
     the Common Stock hereunder and the other transactions contemplated
     hereby shall have been obtained and there shall have been no material
     modification to the terms of the transactions contemplated by this
     Agreement.  The Company Stockholders' Approval shall have been obtained.

          (c)  Related Transactions.  Prior to or simultaneously with the
     Closing, (i) the Secondary Stock Offering shall be consummated in the
     manner contemplated by the Prospectus contained in the Company's
     Registration Statement on Form S-3 filed with the SEC and (ii) the SOCO
     Stock Redemption shall be consummated in accordance with the terms of
     the Share Repurchase Agreement.

          Section 5.02.  Conditions to the Management Investors' Obligations. 
The obligation of each Management Investor to consummate the Closing
hereunder shall be subject to the satisfaction on the Closing Date of each of
the following conditions:

          (a)  Representations and Warranties.  The representations and
     warranties of the Company contained in this Agreement which are
     qualified as to materiality shall be true and correct, and which are not
     so qualified shall be true and correct in all material respects, in each
     case, as of the date of this Agreement and on and as of the Closing Date
     with the same effect as though made on and as of such dates.

          (b)  Covenants.  The Company shall have performed in all material
     respects all obligations and complied with all agreements, undertakings,
     covenants and conditions required by it to be performed at or prior to
     the Closing.

          (c)  Restricted Stock Agreement.  The Company shall have executed
     and delivered to each of the Management Investors the Restricted Stock
     Agreement for such Management Investor.

          (d)  Additional Certificates, Etc.  The Company shall have executed
and delivered, or caused to be executed and delivered, to the Representative,
on behalf of the Management Investors, such certificates and other documents
related to the consummation of the transactions contemplated hereby as may be
reasonably requested by the Representative.
<PAGE>
          Section 5.03.  Conditions to the Company's Obligations.  The
obligation of the Company to consummate the Closing hereunder shall be
subject to the satisfaction on the Closing Date of each of the following
conditions:

          (a)  Representations and Warranties.  The representations and
     warranties of the Management Investors contained in this Agreement which
     are qualified as to materiality shall be true and correct, and which are
     not so qualified shall be true and correct in all material respects, in
     each case, as of the date of this Agreement and on and as of the Closing
     Date with the same effect as though made on and as of such dates.

          (b)  Covenants.  The Management Investors shall have performed in
     all material respects all obligations and complied with all agreements,
     undertakings, covenants and conditions required by it to be performed at
     or prior to the Closing.

          (c)  Promissory Notes and Pledge Agreements.  Each of the
     Management Investors (other than Thomas J. Edelman and any other
     Management Investor who shall not have borrowed any funds from the
     Company for any portion of the purchase price for shares of Common Stock
     purchased by such Management Investor hereunder) shall have executed and
     delivered to the Company a Promissory Note and a Pledge Agreement, in
     each case substantially in the form of Exhibits A and B attached hereto,
     respectively.

          (d)  Additional Certificates, Etc.  Each of the Management
     Investors and the Representative shall have executed and delivered, or
     caused to be executed and delivered, to the Company such certificates
     and other documents related to the consummation of the transactions
     contemplated hereby as may be reasonably requested by the Company. 


                                  ARTICLE VI.

                                     Term

          Section 6.01.  Termination.  This Agreement may be terminated on or
any time prior to the Closing:

          (a)  by the mutual written consent of the Representative, on behalf
     of the Management Investors, and the Company; or

          (b)  by either the Company or the Representative, on behalf of the
     Management Investors, if the Closing shall have not have occurred on or
     prior to December 31, 1997.

          Section 6.02.  Effect of Termination.  In the event of the
termination of this Agreement as provided in Section 6.01, this Agreement
shall forthwith become void except for the provisions set forth in Article
VII and there shall be no liability or obligation on the part of the parties
hereto except as otherwise provided in this Agreement.
<PAGE>
                                 ARTICLE VII.

                                 Miscellaneous

          Section 7.01.  No Survival of Representations and Warranties.  No
representation or warranty made herein or in any certificates delivered in
connection with the Closing shall survive the Closing.

          Section 7.02.  Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
delivered personally, by telecopier or sent by overnight courier as follows:

          (a)  If to the Management Investors, to the Management Investors,
c/o the Company at its address set forth below or such other address as set
forth in writing by any Management Investor, with a copy to the
Representative c/o the Company, at its address set forth below; and 

          (b)  If to the Company, to:

Patina Oil & Gas Corporation
1625 Broadway, Suite 2000
Denver, Colorado  80202
Phone:  (303) 389-3600
Fax:    (303) 595-7407
Attention:  General Counsel

With copies to:

Thomas J. Edelman,
Chairman of Patina Oil & Gas Corporation
667 Madison Avenue, 22nd Floor
New York, New York 10021
Phone: (212) 371-1117
Fax: (212) 888-6877

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York  10017
Phone:  (212) 455-2000
Fax:    (212) 455-2502
Attention:  Robert L. Friedman, Esq.

or to such other address or addresses as shall be designated in writing.  All
notices shall be effective when received.

          Section 7.03.  Entire Agreement; Amendment.  This Agreement and the
documents described herein and therein or attached or delivered pursuant
hereto or thereto set forth the entire agreement among the parties hereto
with respect to the transactions contemplated by this Agreement.  Any
provision of this Agreement may be amended or modified in whole or in part at
any time by an agreement in writing among the parties hereto executed in the
same manner as this Agreement.

          Section 7.04.  Counterparts.  This Agreement may be executed in one
or more counterparts, each of which shall be deemed to constitute an
original, but all of which together shall constitute one and the same
documents.
<PAGE>
          SECTION 7.05.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.

          Section 7.06.  Public Announcements.  Each of the Management
Investors agrees to hold in strict confidence and not to disclose to others
the status of any discussions among the parties with respect to the subject

matter of this Agreement until such time as the Company determines in its
reasonable discretion to publicly disclose such information or is legally
obligated to disclose such information.

          Section 7.07.  Expenses.  Each of the parties hereto will pay its
own expenses incurred or to be incurred in connection with this Agreement and
the transactions contemplated hereby; provided that the Company shall pay the
reasonable fees and expenses of a single legal counsel engaged on behalf of
all of the Management Investors.

          Section 7.08.  Successors and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and assigns.  Neither this Agreement nor any of the parties'
rights, interests or obligations hereunder shall be assignable by any party
hereto without the prior written consent of the other parties hereto.  No
assignment shall relieve the assigning party of any of its obligations
hereunder.  Any attempted assignment of this Agreement in breach of this
provision shall be void and of no effect.

          Section 7.09.  No Third Party Rights.  Nothing in this Agreement,
expressed or implied, shall or is intended to confer upon any person other
than the parties hereto or their respective successors or assigns any rights
or remedies of any nature or kind whatsoever under or by reason of this
Agreement.

          Section 7.10.  Captions.  The captions contained in this Agreement
are for reference purposes only and are not part of this Agreement.

          Section 7.11.  Severability.  Should any part of this Agreement for
any reason be declared invalid, such decision shall not affect the validity
of any remaining portion, which remaining portion shall remain in full force
and effect as if this Agreement had been executed with the invalid portion
thereof eliminated, and it is hereby declared the intention of the parties
hereto that they would have executed the remaining portion of this Agreement
without including therein any such part or parts which may, for any reason,
be hereafter declared invalid.

          Section 7.12.  Mutual Waiver of Jury Trial.  Because disputes
arising in connection with complex financial transactions are most quickly
and economically resolved by an experienced and expert person and the parties
wish applicable state and federal laws to apply (rather than arbitration
rules), the parties desire that their disputes be resolved by a judge
applying such applicable laws.  Therefore, to achieve the best combination of
the benefits of the judicial system and of arbitration, the parties hereto
waive all right to trial by jury in any action, suit or proceeding brought to
enforce or defend any rights or remedies under this Agreement.
<PAGE>
     IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto or by their respective duly authorized officers, all as of the date
first above written.

PATINA OIL & GAS CORPORATION


By:/s/ Thomas J. Edelman
   ---------------------------------
     Name:  Thomas J. Edelman
     Title: Chief Executive Officer


/s/ Thomas J. Edelman
- ------------------------------------
Thomas J. Edelman, Chairman/Chief
Executive Officer


/s/ Brian J. Cree
- ------------------------------------
Brian J. Cree, Executive Vice
President/Chief Operating Officer


/s/ Ronald E. Dashner
- ------------------------------------
Ronald E. Dashner, Senior Vice
President of Operations


/s/ Keith M. Crouch
- ------------------------------------
Keith M. Crouch, Senior Vice
President General Counsel


/s/ David J. Kornder
- ------------------------------------
David J. Kornder, Vice President/
Chief Financial Officer


/s/ Terry L. Ruby
- ------------------------------------
Terry L. Ruby, Vice President, Land


 /s/ David Siple
- ------------------------------------
David W. Siple, Vice President, Land


/s/ David R. Macosko
- ------------------------------------
David R. Macosko, Vice President, 
Business Operations
<PAGE>
/s/ Christine A. Kennedy
- ------------------------------------
Christine A. Kennedy, Manager of 
Oil & Gas Marketing


/s/ Kenneth A. Wonstolen
- ------------------------------------
Kenneth A. Wonstolen, Manager of 
Environmental Affairs


/s/ Barton R. Brookman
- ------------------------------------
Barton R. Brookman, Production 
Manager - Field


/s/ Clayton L. Miller
- ------------------------------------
Clayton L. Miller, Services Manager - 
Field 


/s/ Michael J. Wendling
- ------------------------------------
Michael J. Wendling, Manager of 
Reservoir Engineering


/s/ Scott J. Reasoner
- ------------------------------------
Scott J. Reasoner, Senior Operations
Engineer


/s/ Donald R. Shaw
- ------------------------------------
Donald R. Shaw, Acquisition Engineer


/s/ Jon E. Bowman
- ------------------------------------
Jon E. Bowman, Operations Engineer


/s/ Eric P. Lipinski
- ------------------------------------
Eric P. Lipinski, Senior Geologist


/s/ David Flinn
- ------------------------------------
David Flinn, Senior Geologist
<PAGE>
                                                                    SCHEDULE I
                [SCHEDULE OF MANAGEMENT INVESTORS' COMMITMENTS]


                                                  Number of
                                                    Shares
                                               to be Purchased
                                                  (to be be
                                               determined upon
                                                the pricing of
                                                the Secondary      Amount
                                  Purchase     Stock Offering)  Financed by
Name/Title                       Commitment                     the Company

Thomas J. Edelman, Chairman     $2,000,000       ________        $0.00
and Chief Executive Officer

Brian J. Cree, Executive Vice   $  125,000       ________        $______
President/Chief Operating
Officer
Ronald E. Dashner, Senior       $  100,000       ________        $______
Vice President of Operations

Keith M. Crouch, Senior Vice    $  100,000       ________        $______
President General Counsel

David J. Kornder, Vice          $  100,000       ________        $______
President/Chief Financial
Officer
Terry L. Ruby, Vice             $   75,000        _______        $______
President, Land

David W. Siple, Vice            $   75,000        _______        $______
President, Land

David R. Macosko, Vice          $   75,000        _______        $______
President, Business
Operations
Christine A. Kennedy, Manager   $   50,000        _______        $______
of Oil & Gas Marketing

Kenneth A. Wonstolen, Manager   $   50,000        _______        $______
of Environmental Affairs

Barton R. Brookman,             $   50,000        _______        $______
Production Manager-Field
Clayton L. Miller, Services     $   50,000        _______        $______
Manager-Field

Michael J. Wendling, Manager    $   25,000        _______        $______
of Reservoir Engineering

Scott J. Reasoner, Senior       $   25,000        _______        $______
Operations Engineer
Donald R. Shaw, Acquisition     $   25,000        _______        $______
Engineer
<PAGE>
Jon E. Bowman, Operations       $   25,000        _______        $______
Engineer

Eric P. Lipinski, Senior        $   25,000        _______        $______
Geologist

David Flinn, Senior Geologist   $   25,000        _______        $      
                        Total   $3,000,000                       $______

    
<PAGE>
   

                                    ANNEX D


                         PATINA OIL & GAS CORPORATION

                          RESTRICTED STOCK AGREEMENT

                             _____________________

              DATE OF GRANT: September 4, 1997 (the "Grant Date")


                             W I T N E S S E T H:

          1.   Grant of Restricted Stock.  Patina Oil & Gas Corporation (the
"Company") on the above date has granted, and this Agreement evidences the
grant to ____________ (the "Grantee"), subject to the terms and conditions
which follow, a total of ___ shares of Common Stock, par value $.01 per share
("Common Stock"), of the Company.  The rights of the Grantee in the shares of
Common Stock granted to the Grantee shall vest at the rate of 20% per year,
commencing on June 30, 1998 (the "Initial Vesting Date").

          2.   Receipt and Delivery of Stock.  (a)  The Grantee waives
receipt from the Company of a certificate or certificates representing the
shares of Common Stock granted hereunder, registered in the Grantee's name
and bearing a legend, in the form provided in Section 2(b) below.  The
Grantee acknowledges and agrees that the Company shall retain custody of such
certificate or certificates until the Grantee's rights in the shares of
Common Stock represented by such certificate or certificates vest and the
restrictions imposed by Section 3 on such shares lapse.  Concurrently with
the execution of this Agreement, the Grantee has delivered to the Company an
irrevocable stock power endorsed in blank.

          (b)  The Grantee acknowledges and agrees that each certificate for
the Common Stock granted hereunder shall bear the following legend:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED,
SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION IS IN EFFECT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  THIS CERTIFICATE IS
ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A RESTRICTED STOCK AGREEMENT DATED AS OF SEPTEMBER 4, 1997
BETWEEN THE COMPANY AND THE GRANTEE REFERRED TO THEREIN A COPY OF WHICH IS ON
FILE WITH THE COMPANY.  EXCEPT AS PROVIDED IN SUCH RESTRICTED STOCK
AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE NOT
TRANSFERABLE AND ANY PURPORTED TRANSFER IN VIOLATION OF THE PROVISIONS OF
SUCH RESTRICTED STOCK AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT.

          3.   Restrictions on Transfer of Stock.  (a)  The Grantee hereby
acknowledges and agrees that shares of Common Stock granted hereunder will be
"restricted securities" under the Securities Act of 1933, as amended (the
"Securities Act").  The Grantee agrees not to, directly or indirectly, offer,
sell, transfer, assign or otherwise dispose of the beneficial ownership (any
such act, a "Transfer") of any such shares of Common Stock, except as
permitted hereunder and under the Securities Act and the rules and
regulations thereunder (including, without limitation, Transfers pursuant to
Rule 144 under the Securities Act).
<PAGE>
          (b)  The restrictions on the Transfer of shares of Common Stock
granted hereunder shall lapse as follows:

          (i)  on the Initial Vesting Date, as to 20% of the Common Stock
               granted hereunder;

         (ii)  on the first anniversary of the Initial Vesting Date, as to
               40% of the Common Stock granted hereunder;

        (iii)  on the second anniversary of the Initial Vesting Date, as
               to 60% of the Common Stock granted hereunder;

         (iv)  on the third anniversary of the Initial Vesting Date, as to
               80% of the Common Stock granted hereunder; and

          (v)  on the fourth anniversary of the Initial Vesting Date, as to
               100% of the Common Stock granted hereunder.  

; provided, that, so long as the shares of Common Stock granted hereunder
remain pledged by the Grantee to the Company pursuant to that certain Pledge
Agreement, dated as of _________, __, 1997, made by the Grantee to the
Company, the Grantee will not Transfer any shares of Common Stock granted
hereunder.  Notwithstanding the foregoing, the restrictions on Transfer shall
lapse as to all of the Common Stock granted hereunder in the event that the
Grantee's employment is terminated on account of death or "Disability" (as
defined in the Company's long-term disability plan).

          (c)  The Grantee acknowledges and agrees that the shares of Common
Stock granted hereunder may be Transferred only in one or more transactions
registered under the Securities Act (and, where applicable, the securities
laws of any state) or as to which an exemption from the registration
requirements of the Securities Act (and, where applicable, such laws) is
available.  As the restrictions on Transfer imposed by this Section on shares
of Common Stock granted hereunder lapse, the shares of Common Stock as to
which such restrictions have lapsed shall be delivered to the Grantee without
the restrictive legend on the certificate for such shares.

          4.   Forfeiture of Stock.  (a)  In the event the
Grantee's employment terminates (other than as a result or death or
Disability) prior to the fourth anniversary of the Initial Vesting Date, the
Grantee's rights in the shares of Common Stock granted hereunder as to which
the restrictions in Section 3 have not lapsed shall be as follows (it being
understood that the Grantee shall not forfeit, following any termination of
such Grantee's employment with the Company, any shares of Common Stock
granted hereunder as to which the restrictions in Section 3 have lapsed):

          (i)  if such termination is by the Company without Cause
               (as defined below) or by the Grantee for Good Reason
               (as defined below), the Grantee shall be entitled to
               a pro rata portion of the shares of Common Stock
               scheduled to vest on the next succeeding anniversary
               of the Initial Vesting Date (based on the number of
               days such Grantee continues to be employed during
               the relevant one-year period prior to such
               anniversary date), and all remaining shares of
               Common Stock granted hereunder as to which the
<PAGE>
               restrictions in Section 3 have not lapsed will be
               forfeited;

         (ii)  if such termination is by the Company for Cause or
               by the Grantee without Good Reason, all shares of
               Common Stock granted hereunder as to which the
               restrictions in Section 3 have not lapsed will be
               forfeited;

        (iii)  [as to Mr. Edelman's Restricted Stock Agreement
               only] if, following the expiration of the Grantee's
               Employment Agreement, dated as of July 31, 1997 (the
               "Grantee's Employment Agreement"), the Grantee and
               the Company are not able in good faith and after
               reasonable efforts to reach agreement to negotiate a
               mutually acceptable extension for the term of the
               Grantee's employment thereunder, then the Grantee
               shall be entitled to all shares scheduled to vest on
               the fourth anniversary of the Initial Vesting Date,
               and all remaining shares of Common Stock granted
               hereunder as to which the restrictions in Section 3
               have not lapsed will be forfeited.

          (b)  The Compensation Committee of the Company's Board of
Directors or its agent shall act promptly to record forfeitures pursuant to
this Section on the stock transfer books of the Company.

          (c)  As used herein, the following terms shall have the
following meanings:

          (i)  "Cause" shall mean (A) an act or acts of dishonesty
               by the Grantee constituting a felony under
               applicable law and/or (B) any act resulting or
               intending to result directly or indirectly in gain
               to or personal enrichment of the Grantee at the
               Company's expense.  Notwithstanding the foregoing,
               the Grantee shall not be deemed to have been
               terminated for Cause unless and until there shall
               have been delivered to the Grantee a copy of a
               resolution duly adopted by the affirmative vote of
               not less than a majority of the Compensation
               Committee of the Board called and held for the
               purpose (after reasonable notice and opportunity for
               the Grantee, together with counsel, to be heard
               before the Compensation Committee of the Board),
               finding that in the good faith opinion of the
               Compensation Committee of the Board the Grantee
               engaged in the conduct described above.

         (ii)  "Good Reason" shall mean, without the Grantee's
               written consent, (A) a change in status, position or
               responsibilities which, in the Grantee's reasonable
               judgment, does not represent a promotion from
               existing status, position or responsibilities as in
               effect immediately prior to the effective date of
               this Agreement (the "Effective Date") or the
               assignment of any duties or responsibilities which,
    <PAGE>
               in the Grantee's reasonable judgment, are
               inconsistent with such status, position or
               responsibilities or any removal from or failure to
               reappoint or reelect the Grantee to any of such
               positions, except in connection with the termination
               for total and permanent disability, death or cause
               or by him other than for good reason; (B) a
               reduction by the Company in the Grantee's base
               salary as in effect on the Effective Date; (C) the
               relocation of the Grantee by the Company to any
               place not within 25 miles of the location at which
               the Grantee performed duties prior to the Effective
               Date, except for required travel on the Company's
               business to an extent substantially consistent with
               business travel obligations at the Effective Date;
               (D) the failure of the Company to continue in effect
               any incentive, bonus or other compensation plan in
               which the Grantee participates, including but not
               limited to the Company's stock option and deferred
               compensation plans, unless an equitable arrangement
               (embodied in an ongoing substitute or alternative
               plan),  evidenced by the Grantee's written consent,
               has been made with respect to such plan, or the
               failure by the Company to continue the Grantee's
               participation therein, or any action by the Company
               which would directly or indirectly materially reduce
               participation therein; (E) the failure by the
               Company to continue to provide the Grantee with
               benefits substantially similar to those enjoyed or
               entitled under any of the Company's pension, profit
               sharing, life insurance, medical, dental, health and
               accident, or disability plans at the Effective Date,
               the taking of any action by the Company which would
               directly or indirectly materially reduce any of such
               benefits or deprive the Grantee of any material
               fringe benefit enjoyed or entitled to at the
               Effective Date, or the failure by the Company to
               provide the number of paid vacation and sick leave
               days to which the Grantee is entitled on the basis
               of years of service with the Company in accordance
               with the Company's normal vacation policy in effect
               on the Effective Date; or (F) any request by the
               Company that the Grantee participate in an unlawful
               act or take any action constituting a breach of the
               Grantee's professional standard of conduct.

          5.   Dividends; Voting.  If the Grantee is a shareholder
of record on any applicable record date, the Grantee shall receive any
dividends on the Common Stock granted hereunder when paid regardless of
whether the restrictions imposed by Section 3 hereof have lapsed.  If the
Grantee is a shareholder of record on any applicable record date, the Grantee
shall have the right to vote the Common Stock granted hereunder regardless of
whether the restrictions imposed by Section 3 hereof have lapsed.

          6.   No Right to Employment.  The execution and delivery
of this Agreement and the granting of Common Stock hereunder shall not
constitute or be evidence of any agreement or understanding, express or
<PAGE>
implied, on the part of the Company or its subsidiaries to employ the Grantee
for any specific period or in any particular capacity and shall not prevent
the Company or its subsidiaries from terminating the Grantee's employment at
any time with or without cause [as to Mr Edelman's Restricted Stock Agreement
only] ; provided, that nothing in this Section 6 shall alter or otherwise
effect the Grantee's Employment Agreement.

          7.   Registration.  The registration of the Common Stock
granted hereunder shall be governed by the Management Stock Purchase
Agreement, dated as of September 4, 1997 (the "Management Stock Purchase
Agreement"), among the Company and the management investors named therein
(including the Grantee).  Except as provided in the Management Stock Purchase
Agreement, the Grantee acknowledges that the Grantee has no right to require
the Company to register the shares of Common Stock granted hereunder.

          8.   Change in Control.  In the event of a Change in
Control (as defined in the Company's Change in Control Plan (the "Change in
Control Plan")), vesting of the Common Stock granted hereunder shall be in
accordance with the Company's Change of Control Plan. 

          9.   Application of Laws.  The granting of Common Stock
hereunder shall be subject to all applicable laws, rules and regulations and
to such approvals of any governmental agencies as may be required.

          10.  Taxes.  Any taxes required by federal, state or
local laws to be withheld by the Company on the delivery of Common Stock
hereunder shall be paid to the Company by the Grantee by the time such taxes
are required to be paid or deposited by the Company.  Prior to the lapse of
restrictions, the Grantee shall be given the option to satisfy any tax
obligations by (i) tendering cash to the Company prior to the time of
delivery or (ii) authorizing the conversion to cash by the Company of a
sufficient amount of Common Stock prior to delivery.

          11.  Notices.  Any notices required to be given hereunder
to the Company shall be addressed to Patina Oil & Gas Corporation, 1625
Broadway, Suite 2000, Denver, Colorado 80202 (Phone (303) 389-3600; Fax (303)
595-7407) Attention:  General Counsel, and any notice required to be given
hereunder to the Grantee shall be sent to the Grantee's address as shown on
the records of the Company.
<PAGE>
            IN WITNESS WHEREOF, the Company, by its duly authorized
officer, and the Grantee have executed this agreement in duplicate as of the
Grant Date first above written.

PATINA OIL & GAS CORPORATION




By:_____________________________
   Name:
   Title: 



GRANTEE

_____________________________
Name:
    
<PAGE>
                                    ANNEX E


                                                        Mr. Edelman's Option
                            STOCK OPTION AGREEMENT

     This Stock Option Agreement (this "Agreement"), is dated as of July 31,
1997 by and between Snyder Oil Corporation, a Delaware corporation ("SOCO")
and Thomas J. Edelman ("Optionee").

     WHEREAS, SOCO owns beneficially and of record 14,000,000 shares (the
"SOCO Shares") of Common Stock of Patina ("Common Stock"), 2,000,000 of which
are designated Series A Common Stock;

     WHEREAS, concurrently with the execution and delivery of this Agreement,
certain investors have entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement") with Patina, pursuant to which such investors have
agreed to acquire shares of 8.5% Convertible Preferred Stock (the "New
Preferred Stock"), of Patina on the terms and subject to the conditions set
forth therein;

     WHEREAS, concurrently with the execution and delivery of this Agreement,
SOCO has granted options to acquire an aggregate 2,000,000 shares of Common 
Stock to the purchasers of New Preferred Stock under comparable option
agreements;

     WHEREAS, SOCO has given Patina notice of its current intention to sell a
portion of the shares of Common Stock owned by it in an underwritten public
offering (the "Offering");

     WHEREAS, concurrently with the execution and delivery of this Agreement,
SOCO and Patina have entered into a Share Repurchase Agreement pursuant to
which Patina has agreed, among other things, to repurchase from SOCO all
shares of Common Stock owned by SOCO at the time of the consummation of the
Offering that are not sold by SOCO to the underwriters at such time (the
"Repurchase");

     NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   Grant of Option.  SOCO hereby grants Optionee an irrevocable option
(the "Option") to purchase from SOCO the number of shares of Common Stock set
forth for Optionee on the signature page hereof, subject to adjustment as
provided in Section 8 hereof (such shares being referred to herein as the
"Option Shares") in the manner set forth below at an exercise price of $8.00
per Company Share (the "Exercise Price"), payable in cash in accordance with
Section 4 hereof.

     2.   Exercise of Option.

     (a)  The following terms shall have the following respective
definitions:


          (i)  The term "Applicable Sharing Threshold" shall mean $2,500,000.
<PAGE>
         (ii)  "Sale Transaction" shall mean an acquisition (by tender offer,
     exchange offer, merger, consolidation, share exchange or otherwise) by a
     third party of Patina (or its shares or assets) in which such third
     party acquires, directly or indirectly, at least a majority of the
     assets or combined voting power of the outstanding capital stock of
     Patina.

        (iii)  "Qualifying Termination Event" shall mean the withdrawal
     of Shares from the Offering by SOCO or the termination of the Share
     Repurchase Agreement by SOCO other than because of (A) a failure of any
     of the conditions set forth in Sections 3(b)(i) or 3(b)(ii) of the Share
     Repurchase Agreement, (B) a failure of any of the conditions set forth
     in Sections 3(b)(iii) or 3(b)(iv) of the Share Repurchase Agreement
     other than as a direct result of a failure by SOCO to use commercially
     reasonable efforts in connection with the Offering to take such actions
     as are customarily required to be taken by a selling stockholder in an
     offering such as the Offering (provided, however, that SOCO may, subject
     to compliance with Section 6(c) of the Share Repurchase Agreement,
     continue to pursue, but not consummate, the sale of all or part of its
     Shares to one or more prospective purchasers without being deemed to
     fail to use such efforts) or (C) a failure of the condition set forth in
     Section 3(a)(ii) of the Share Repurchase Agreement as a result of the
     termination of the Stock Purchase Agreement by any party thereto.

         (iv)  The term "Spread" shall mean:

               (A)  the excess, if any, of

                    (1)  the "Offer Price" for shares of Common Stock as of
               the date Optionee gives the Exercise Notice under Section 2(e)
               or Section 2(f) hereof (defined as the highest price per share
               offered for all shares of Common Stock for which an offer is
               made as of such date pursuant to the Sale Transaction that has
               been announced prior to such date and that has not been
               terminated or withdrawn as of such date; provided, however,
               that in the event that the Sale Transaction is structured
               primarily as an asset sale, the Offer Price shall be equal to
               the average closing price on the New York Stock Exchange for
               the Common Stock over a period of 10 consecutive New York
               Stock Exchange trading days ("Trading Day") ending on the
               third Trading Day prior to the closing of such Sale
               Transaction); over

                    (2)  the Exercise Price,

               multiplied by 

               (B)  the number of Option Shares purchasable pursuant to the
               Option, but only if the Offer Price is greater than the
               Exercise Price.

          (v)  The term "Put Price" shall mean the greater of (A) $1 million
     and (B) the Spread.

     (b)  The Option may be exercised by Optionee, in whole but not in part,
at any time after a Qualifying Termination Event and prior to the termination
hereof.
<PAGE>
     (c)  The Option shall terminate upon the earliest to occur of: (i)
consummation of the Offering and the Repurchase in accordance with the Share
Repurchase Agreement, (ii) the withdrawal of the SOCO Shares from the
Offering or the termination of the Share Repurchase Agreement, in each case
other than as a result of a Qualifying Termination Event; (iii) five days
after the consummation of a Sale Transaction, and (iv) the expiration of 12
months following any termination of the Share Repurchase Agreement or
withdrawal of shares from the Offering (whichever is earlier); provided,
however, that with respect to any Sale Transaction involving an acquiror that
does not visit Patina's data room after July 1, 1997 and prior to the
Distribution Date (as defined in the Share Repurchase Agreement), the Option
may not be exercised after six months following any termination of the Share
Repurchase Agreement or withdrawal of shares from the Offering (whichever is
earlier). Notwithstanding the foregoing, the Option may not be exercised by
Optionee if Optionee is in material breach of any of its material
representations or warranties, or in material breach of any of its covenants
or agreements, contained in this Agreement.

     (d)  SOCO agrees to notify Optionee promptly in writing if (i) a
Qualifying Termination Event occurs, (ii) a definitive agreement for a Sale
Transaction has been executed, or (iii) a Sale Transaction has been publicly
announced, it being understood that the giving of such notice by SOCO shall
not be a condition to the right of Optionee to exercise the Option.

     (e)  If Optionee wishes to exercise the Option, Optionee shall deliver
to SOCO a written notice (an "Exercise Notice") specifying that Optionee
wishes to exercise the Option, which notice shall be delivered to SOCO prior
to the termination of the Option.  The closing of a purchase of Option Shares
(a "Closing") shall occur on the fifth business day following the date of the
Optionee's Exercise Notice at SOCO's principal executive offices, unless
otherwise agreed by SOCO and the Optionee; provided, however, that if the
Optionee elects to exercise the Optionee Put described below, the Closing
shall be subject to, and shall not occur earlier than simultaneously with,
the consummation of the applicable Sale Transaction.

     (f)  In lieu of purchasing shares upon exercise of the Option, Optionee
may elect to cause SOCO to repurchase the Option at the Closing (the
"Optionee Put") for a purchase price equal to the Put Price.  In order to be
effective, each Exercise Notice shall specify Optionee's election to either
(i) purchase the shares of Common Stock covered by such Exercise Notice or
(ii) cause the Option to be repurchased by SOCO pursuant to the Optionee Put.

     (g)  Notwithstanding the foregoing, if the Put Price for the Option
exceeds the Applicable Sharing Threshold, then the Put Price shall be reduced
by, or the exercise price shall be increased by, as applicable, an amount in
cash equal to (i) 50%, multiplied by (ii) the excess of the Put Price (prior
to such adjustment) over the Applicable Sharing Threshold.

     (h)  If Optionee exercises the Optionee Put pursuant to Section 2(f)
hereof, SOCO shall at the Closing pay the required amount to Optionee in
immediately available funds and Optionee shall surrender to SOCO the Option,
and Optionee shall warrant that it owns the Option free and clear of all
liens, claims, damages, charges and encumbrances of any kind or nature
whatsoever.

     3.   Conditions to Closing.  The obligation of SOCO to transfer the
Option Shares to Optionee hereunder is subject to the conditions that no
<PAGE>
preliminary or permanent injunction or other order by any court of competent
jurisdiction prohibiting or otherwise restraining such issuance shall be in
effect; provided, however, that the Optionee shall be afforded the
opportunity, by notice to SOCO, to postpone the Closing for a reasonable
period of time, not to exceed 30 days after the date of the Exercise Notice,
to enable the appropriate parties to use commercially reasonable efforts to
respond to, or remove, such impediment to Closing.

     4.   Closing.  At any Closing at which the Optionee Put is not
exercised, (a) SOCO will deliver to Optionee (or its designee) a single
certificate in definitive form representing the number of the Option Shares
designated by Optionee in its Exercise Notice, such certificate to be
registered in the name of Optionee and to bear the legend set forth in
Section 9 hereof and (b) Optionee will deliver to SOCO the aggregate price
for the Option Shares so designated and being purchased by wire transfer of
immediately available funds or certified check or bank check. SOCO shall pay
all expenses, and any and all United States federal, state and local taxes
and other charges that may be payable in connection with the preparation,
issue and delivery of stock certificates under this Section 4 hereof in the
name of Optionee or its designee.

     5.   Representations and Warranties of SOCO.  SOCO represents and
warrants to Optionee that (a) upon delivery of the Option Shares to Optionee
upon the exercise of the Option, Optionee will acquire the Option Shares free
and clear of all claims, liens, charges, encumbrances and security interests
of any nature whatsoever, (b) none of SOCO, any of its affiliates or anyone
acting on its or their behalf has issued, sold or offered any security of
Patina to any person under circumstances, or taken any other action, that
would cause the sale and transfer of the Option Shares, as contemplated by
this Agreement, to be subject to the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), as in effect on
the date hereof and, assuming the representations of Optionee contained in
Section 6 hereof are true and correct, the issuance, sale and delivery of the
Option Shares hereunder upon exercise of the Option will be exempt from the
registration and prospectus delivery requirements of the Securities Act, as
in effect on the date hereof and (c) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein do
not, and will not, conflict with or violate any terms of any contract, note,
instrument, indenture, agreement, certificate of incorporation, bylaws, law,
rule, regulation or restriction applicable to SOCO or its affiliates (other
than Patina).

     6.   Representations and Warranties of Optionee.  Optionee represents
and warrants to SOCO that any Option Shares acquired upon exercise of the
Option will be acquired for Optionee's own account, and will not be, and the
Option is not being, acquired by Optionee with a view to the distribution
thereof in violation of any applicable provision of the Securities Act.

     7.   No Rights as Stockholder.   No holder of the Option shall be, or
have any of the rights or privileges of, a stockholder of Patina in respect
of any shares subject to the Option unless and until such holder's exercise
of the Option (but not including an exercise of the Optionee Put) is
consummated in accordance with the provisions of this Agreement.  The
decision to proceed with the Offering, the Repurchase or any other
transaction relating to Patina (as well as the terms of any such transaction)
shall, as between SOCO and Optionee, be in the absolute and sole discretion
of SOCO, and nothing in this Agreement shall create any fiduciary or other
<PAGE>
duties from SOCO to Optionee, except for those contractual obligations
expressly set forth herein.

     8.   Adjustment Upon Changes in Capitalization.  Without limiting any
restriction on SOCO contained in this Agreement, in the event of any change
in Common Stock by reason of stock dividends, splitups, mergers,
recapitalizations, combinations, exchange of shares or the like, the type and
number of shares or securities subject to the Option, and the purchase price
per share provided in Section 1 hereof shall be adjusted appropriately to
restore to Optionee its rights hereunder.

     9.   Restrictive Legends.  Each certificate representing shares of
Common Stock issued to Optionee hereunder shall include a legend in
substantially the following form:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
     REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM
     SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO
     ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK
     OPTION AGREEMENT, DATED AS OF JULY 31, 1997, A COPY OF WHICH MAY BE
     OBTAINED FROM THE ISSUER UPON REQUEST.

It is understood and agreed that:  (i) the reference to the resale
restrictions of the Securities Act in the above legend shall be removed by
delivery of substitute certificate(s) without such reference if Optionee
shall have delivered to SOCO a copy of a letter from the staff of the
Securities and Exchange Commission, or an opinion of counsel, in form and
substance satisfactory to SOCO, to the effect that such legend is not
required for purposes of the Securities Act; (ii) the reference to the
provisions to this Agreement in the above legend shall be removed by delivery
of substitute certificate(s) without such reference if the shares have been
sold or transferred in compliance with the provisions of this Agreement and
under circumstances that do not require the retention of such reference; and
(iii) the legend shall be removed in its entirety if the conditions in the
preceding clauses (i) and (ii) are both satisfied.  In addition, such
certificates shall bear any other legend as may be required by law.

     10.  Binding Effect; No Assignment; No Third Party Beneficiaries.  This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.  Except as
expressly provided for in this Agreement, neither this Agreement nor the
rights or the obligations of either party hereto are assignable, except by
operation of law, or with the written consent of the other party, which
consent shall not be unreasonably withheld.  Nothing contained in this
Agreement, express or implied, is intended to confer upon any person other
than the parties hereto and their respective permitted assigns any rights or
remedies of any nature whatsoever by reason of this Agreement.

     11.  Specific Performance. The parties hereby acknowledge and agree that
the failure of SOCO to perform its agreement and covenants hereunder will
cause irreparable injury to Optionee for which damages, even if available,
will not be an adequate remedy.  Accordingly, SOCO hereby consents to the
issuance of injunctive relief by any court of competent jurisdiction to
compel performance of SOCO's obligations and to the granting by any such
court of the remedy of specific performance of its obligations hereunder.
<PAGE>
     12.  Further Assurances.  Each party will execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.

     13.  Validity.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. 
If any court or other competent authority holds any provisions of this
Agreement to be null, void or unenforceable, the parties hereto shall
negotiate in good faith the execution and delivery of an amendment to this
Agreement in order, as nearly as possible, to effectuate, to the extent
permitted by law, the intent of the parties hereto with respect to such
provision and the economic effects thereof.  Each party agrees that, should
any court or other competent authority hold any provision of this Agreement
or part hereof to be null, void or unenforceable, or order any party to take
any action inconsistent herewith, or not take any action required herein, the
other party shall not be entitled to specific performance of such provision
or part hereof or to any other remedy, including without limitation money
damages, for breach hereof or of any other provision of this Agreement or
part hereof as the result of such holding or order.

     14.  Notices.  Any notice, request, instruction, correspondence or other
document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered personally or
mailed, postage prepaid, or by telegram or telecopier, as follows:

          If to SOCO:

          Snyder Oil Corporation
          777 Main Street, Suite 2500
          Fort Worth, Texas 76012
          Phone: (817) 882-5905
          Telecopy No.: (817) 882-5982
          Attention: General Counsel

          With a copy to:

          Vinson & Elkins L.L.P.
          2300 First City Tower
          1001 Fannin
          Houston, Texas 77002
          Phone: (713) 758-2346
          Telecopy No.: (713) 758-2346
          Attention:  J. Mark Metts, Esq.

          If to Optionee, to:

          Thomas J. Edelman
          667 Madison Avenue
          22nd Floor
          New York, New York 10021
          Telecopy No.: 212-888-6877

Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon
actual receipt if received during the recipient's normal business hours, or
at the beginning of the recipient's next business day after receipt if not
<PAGE>
received during the recipient's normal business hours.  Any party may change
any address to which Notice is to be given to it by giving Notice as provided
above of such change of address.

     15.  Entire Agreement; Governing Law.  This Agreement constitutes the
entire agreement of the parties relating to the subject matter hereof and all
prior or contemporaneous written or oral agreements are merged herein.  This
Agreement shall be governed by the laws of the State of Delaware.

     16.  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which taken together shall constitute one and the same
instrument.

     17.  Expenses.  Except as otherwise expressly provided herein, all costs
and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such expenses.

     18.  Amendments; Waiver.  This Agreement may be amended by the parties
hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto or, in
the case of a waiver, by an instrument signed on behalf of the party waiving
compliance.

     19.  Mutual Waiver of Jury Trial.  Because disputes arising in
connection with complex financial transactions are most quickly and
economically resolved by an experienced and expert person and the parties
wish applicable state and federal laws to apply (rather than arbitration
rules), the parties desire that their disputes be resolved by a judge
applying such applicable laws.  Therefore, to achieve the best combination of
the benefits of the judicial system and of arbitration, the parties hereto
waive all right to trial by jury in any action, suit or proceeding brought to
enforce or defend any rights or remedies under this Agreement.

     20.  Extension of Time Periods.  The time periods for exercise of
certain rights under Sections 2 and 4 hereof shall be extended (a) to the
extent necessary to obtain all regulatory approvals for the exercise of such
rights, and for the expiration of all statutory waiting periods and (b) to
the extent necessary to avoid any liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended, by reason of such exercise.

     21.  References to Other Agreements.  To the extent that this Agreement
refers to any other agreement, or any provision thereof, such reference shall
be deemed to be to such agreement or provision in the form initially executed
by the parties thereto (regardless of whether such agreement or provision is
amended) unless and to the extent that (a) such amendment does not adversely
affect the non-signing party or (b) the non-signing party consents in writing
to such amendment.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first
above written.

                               SNYDER OIL CORPORATION


                               By:  
                                 -----------------------------
                                   Name:  John C. Snyder
                                   Title: Chairman of the Board

                               OPTIONEE:



                                  
                               -------------------------------
                               THOMAS J. EDELMAN

<PAGE>
                                                         Investors' Option
                            STOCK OPTION AGREEMENT

     This Stock Option Agreement (this "Agreement"), is dated as of July 31,
1997 by and between Snyder Oil Corporation, a Delaware corporation ("SOCO")
and the other person whose signature appears on the signature page hereof
("Optionee").

     WHEREAS, SOCO owns beneficially and of record 14,000,000 shares (the
"SOCO Shares") of Common Stock of Patina ("Common Stock"), 2,000,000 of which
are designated Series A Common Stock;

     WHEREAS, concurrently with the execution and delivery of this Agreement,
Optionee and certain other persons have entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with Patina, pursuant to which
Optionee and such other persons have agreed to acquire shares of 8.5%
Convertible Preferred Stock (the "New Preferred Stock"), of Patina on the
terms and subject to the conditions set forth therein;

     WHEREAS, as a condition to Optionee's willingness to enter into the
Stock Purchase Agreement, Optionee has requested that SOCO agree, and SOCO
has so agreed, to grant to Optionee an option with respect to certain shares
of the Common Stock, on the terms and subject to the conditions set forth
herein;

     WHEREAS, concurrently with the execution and delivery of this Agreement,
SOCO (i) has granted options to the other purchasers of New Preferred Stock
under comparable option agreements, which options (together with the option
under this Agreement) cover an aggregate of 2,000,000 shares of Common  Stock
and (ii) has granted options to Thomas J. Edelman under similar option
agreements, which options cover an aggregate of 2,000,000 shares of Common
Stock;

     WHEREAS, SOCO has given Patina notice of its current intention to sell a
portion of the shares of Common Stock owned by it in an underwritten public
offering (the "Offering");

     WHEREAS, concurrently with the execution and delivery of this Agreement,
SOCO and Patina have entered into a Share Repurchase Agreement pursuant to
which Patina has agreed, among other things, to repurchase from SOCO all
shares of Common Stock owned by SOCO at the time of the consummation of the
Offering that are not sold by SOCO to the underwriters at such time (the
"Repurchase");

     NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   Grant of Option.  SOCO hereby grants Optionee an irrevocable option
(the "Option") to purchase from SOCO the number of shares of Common Stock set
forth for Optionee on the signature page hereof, subject to adjustment as
provided in Section 8 hereof (such shares being referred to herein as the
"Option Shares") in the manner set forth below at an exercise price of $8.00
per Company Share (the "Exercise Price"), payable in cash in accordance with
Section 4 hereof.

<PAGE>
     2.   Exercise of Option.

     (a)  The following terms shall have the following respective
definitions:

          (i)  The term "Applicable Percentage" shall mean (A) the number of
     Option Shares on the date hereof divided by (B) 2,000,000.

         (ii)  The term "Applicable Sharing Threshold" shall mean (A)
     $2,500,000 multiplied by (B) the Applicable Percentage.

        (iii)  "Sale Transaction" shall mean an acquisition (by tender
     offer, exchange offer, merger, consolidation, share exchange or
     otherwise) by a third party of Patina (or its shares or assets) in which
     such third party acquires, directly or indirectly, at least a majority
     of the assets or combined voting power of the outstanding capital stock
     of Patina.

         (iv)  "Qualifying Termination Event" shall mean (y) the termination
     of the Stock Purchase Agreement as a result of the failure of the
     conditions set forth in Section 5.04 thereof, preceded or followed
     within 20 business days by the sale by SOCO of at least 12,000,000
     shares of Common Stock whether in the Offering, pursuant to the Share
     Repurchase Agreement or otherwise or (z) the withdrawal of Shares from
     the Offering by SOCO or the termination of the Share Repurchase
     Agreement by SOCO other than because of (A) a failure of any of the
     conditions set forth in Sections 3(b)(i) or 3(b)(ii) of the Share
     Repurchase Agreement, (B) a failure of any of the conditions set forth
     in Sections 3(b)(iii) or 3(b)(iv) of the Share Repurchase Agreement
     other than as a direct result of a failure by SOCO to use commercially
     reasonable efforts in connection with the Offering to take such actions
     as are customarily required to be taken by a selling stockholder in an
     offering such as the Offering (provided, however, that SOCO may, subject
     to compliance with Section 6(c) of the Share Repurchase Agreement,
     continue to pursue, but not consummate, the sale of all or part of its
     Shares to one or more prospective purchasers without being deemed to
     fail to use such efforts) or (C) a failure of the condition set forth in
     Section 3(a)(ii) of the Share Repurchase Agreement as a result of the
     termination of the Stock Purchase Agreement by any party thereto.

          (v)  The term "Spread" shall mean:

               (A)  the excess, if any, of

                    (1)  the "Offer Price" for shares of Common Stock as of
               the date Optionee gives the Exercise Notice under Section 2(e)
               or Section 2(f) hereof (defined as the highest price per share
               offered for all shares of Common Stock for which an offer is
               made as of such date pursuant to the Sale Transaction that has
               been announced prior to such date and that has not been
               terminated or withdrawn as of such date; provided, however,
               that in the event that the Sale Transaction is structured
               primarily as an asset sale, the Offer Price shall be equal to
               the average closing price on the New York Stock Exchange for
               the Common Stock over a period of 10 consecutive New York
               Stock Exchange trading days ("Trading Day") ending on the

<PAGE>
               third Trading Day prior to the closing of such Sale
               Transaction); over

                    (2)  the Exercise Price,

               multiplied by 

               (B)  the number of Option Shares purchasable pursuant to the
               Option, but only if the Offer Price is greater than the
               Exercise Price.

          (vi)  The term "Put Price" shall mean the greater of (A) $2 million
     multiplied by the Applicable Percentage and (B) the Spread.

     (b)  The Option may be exercised by Optionee, in whole but not in part,
at any time after a Qualifying Termination Event and prior to the termination
hereof.

     (c)  The Option shall terminate upon the earliest to occur of: (i)
consummation of the Offering and the Repurchase in accordance with the Share
Repurchase Agreement, (ii) the withdrawal of the SOCO Shares from the
Offering or the termination of the Share Repurchase Agreement, in each case
other than as a result of a Qualifying Termination Event; (iii) five days
after the consummation of a Sale Transaction, (iv) 11 business days after the
occurrence of a Qualifying Termination Event specified in Section 2(a)(iv)(y)
and (v) the expiration of 12 months following any termination of the Share
Repurchase Agreement or withdrawal of shares from the Offering (whichever is
earlier); provided, however, that with respect to any Sale Transaction
involving an acquiror that does not visit Patina's data room after July 1,
1997 and prior to the Distribution Date (as defined in the Share Repurchase
Agreement), the Option may not be exercised after six months following any
termination of the Share Repurchase Agreement or withdrawal of shares from
the Offering (whichever is earlier). Notwithstanding the foregoing, the
Option may not be exercised by Optionee if Optionee (or any of its
affiliates) is in material breach of any of its material representations or
warranties, or in material breach of any of its covenants or agreements,
contained in this Agreement or in the Stock Purchase Agreement.

     (d)  SOCO agrees to notify Optionee promptly in writing if (i) a
Qualifying Termination Event occurs, (ii) a definitive agreement for a Sale
Transaction has been executed, or (iii) a Sale Transaction has been publicly
announced, it being understood that the giving of such notice by SOCO shall
not be a condition to the right of Optionee to exercise the Option.

     (e)  If Optionee wishes to exercise the Option, Optionee shall deliver
to SOCO a written notice (an "Exercise Notice") specifying that Optionee
wishes to exercise the Option, which notice shall be delivered to SOCO prior
to the termination of the Option.  The closing of a purchase of Option Shares
(a "Closing") shall occur on the fifth business day following the date of the
Optionee's Exercise Notice at SOCO's principal executive offices, unless
otherwise agreed by SOCO and the Optionee; provided, however, that if the
Optionee elects to exercise the Optionee Put described below, the Closing
shall be subject to, and shall not occur earlier than simultaneously with,
the consummation of the applicable Sale Transaction; provided further that if
a Qualifying Termination Event specified in Section 2(a)(iv)(y) occurs, the
Closing shall be subject to, and shall not occur earlier than simultaneously

<PAGE>
with the sale by SOCO of the 12,000,000 shares of Common Stock referred to in
such section.

     (f)  If the Optionee's exercise of the Option relates to the occurrence
of a Qualifying Termination Event specified in Section 2(a)(iv)(z), in lieu
of purchasing shares upon exercise of the Option, Optionee may elect to cause
SOCO to repurchase the Option at the Closing (the "Optionee Put") for a
purchase price equal to the Put Price.  In order to be effective, each
Exercise Notice shall specify Optionee's election to either (i) purchase the
shares of Common Stock covered by such Exercise Notice or (ii) cause the
Option to be repurchased by SOCO pursuant to the Optionee Put.

     (g)  Notwithstanding the foregoing, if the Optionee's exercise of the
Option relates to the occurrence of a Qualifying Termination Event specified
in Section 2(a)(iv)(z), and if the Put Price for the Option exceeds the
Applicable Sharing Threshold, then the Put Price shall be reduced by, or the
exercise price shall be increased by, as applicable, an amount in cash equal
to (i) 50%, multiplied by (ii) the excess of the Put Price (prior to such
adjustment) over the Applicable Sharing Threshold.

     (h)  If Optionee exercises the Optionee Put pursuant to Section 2(f)
hereof, SOCO shall at the Closing pay the required amount to Optionee in
immediately available funds and Optionee shall surrender to SOCO the Option,
and Optionee shall warrant that it owns the Option free and clear of all
liens, claims, damages, charges and encumbrances of any kind or nature
whatsoever.

     3.   Conditions to Closing.  The obligation of SOCO to transfer the
Option Shares to Optionee hereunder is subject to the conditions that no
preliminary or permanent injunction or other order by any court of competent
jurisdiction prohibiting or otherwise restraining such issuance shall be in
effect; provided, however, that the Optionee shall be afforded the
opportunity, by notice to SOCO, to postpone the Closing for a reasonable
period of time, not to exceed 30 days after the date of the Exercise Notice,
to enable the appropriate parties to use commercially reasonable efforts to
respond to, or remove, such impediment to Closing.

     4.   Closing.  At any Closing at which the Optionee Put is not
exercised, (a) SOCO will deliver to Optionee (or its designee) a single
certificate in definitive form representing the number of the Option Shares
designated by Optionee in its Exercise Notice, such certificate to be
registered in the name of Optionee and to bear the legend set forth in
Section 9 hereof and (b) Optionee will deliver to SOCO the aggregate price
for the Option Shares so designated and being purchased by wire transfer of
immediately available funds or certified check or bank check. SOCO shall pay
all expenses, and any and all United States federal, state and local taxes
and other charges that may be payable in connection with the preparation,
issue and delivery of stock certificates under this Section 4 hereof in the
name of Optionee or its designee.

     5.   Representations and Warranties of SOCO.  SOCO represents and
warrants to Optionee that (a) upon delivery of the Option Shares to Optionee
upon the exercise of the Option, Optionee will acquire the Option Shares free
and clear of all claims, liens, charges, encumbrances and security interests
of any nature whatsoever, (b) none of SOCO, any of its affiliates or anyone
acting on its or their behalf has issued, sold or offered any security of
Patina to any person under circumstances, or taken any other action, that

<PAGE>
would cause the sale and transfer of the Option Shares, as contemplated by
this Agreement, to be subject to the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), as in effect on
the date hereof and, assuming the representations of Optionee contained in
Section 6 hereof are true and correct, the issuance, sale and delivery of the
Option Shares hereunder upon exercise of the Option will be exempt from the
registration and prospectus delivery requirements of the Securities Act, as
in effect on the date hereof and (c) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein do
not, and will not, conflict with or violate any terms of any contract, note,
instrument, indenture, agreement, certificate of incorporation, bylaws, law,
rule, regulation or restriction applicable to SOCO or its affiliates (other
than Patina).

     6.   Representations and Warranties of Optionee.  Optionee represents
and warrants to SOCO that any Option Shares acquired upon exercise of the
Option will be acquired for Optionee's own account, and will not be, and the
Option is not being, acquired by Optionee with a view to the distribution
thereof in violation of any applicable provision of the Securities Act.

     7.   No Rights as Stockholder.   No holder of the Option shall be, or
have any of the rights or privileges of, a stockholder of Patina in respect
of any shares subject to the Option unless and until such holder's exercise
of the Option (but not including an exercise of the Optionee Put) is
consummated in accordance with the provisions of this Agreement.  The
decision to proceed with the Offering, the Repurchase or any other
transaction relating to Patina (as well as the terms of any such transaction)
shall, as between SOCO and Optionee, be in the absolute and sole discretion
of SOCO, and nothing in this Agreement shall create any fiduciary or other
duties from SOCO to Optionee, except for those contractual obligations
expressly set forth herein.

     8.   Adjustment Upon Changes in Capitalization.  Without limiting any
restriction on SOCO contained in this Agreement, in the event of any change
in Common Stock by reason of stock dividends, splitups, mergers,
recapitalizations, combinations, exchange of shares or the like, the type and
number of shares or securities subject to the Option, and the purchase price
per share provided in Section 1 hereof, as well as the type and number of
shares or securities referred to in Sections 2(a)(iv)(y) and 2(e), shall be
adjusted appropriately to restore to Optionee its rights hereunder.

     9.   Restrictive Legends.  Each certificate representing shares of
Common Stock issued to Optionee hereunder shall include a legend in
substantially the following form:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
     REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM
     SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO
     ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK
     OPTION AGREEMENT, DATED AS OF JULY 31, 1997, A COPY OF WHICH MAY BE
     OBTAINED FROM THE ISSUER UPON REQUEST.

It is understood and agreed that:  (i) the reference to the resale
restrictions of the Securities Act in the above legend shall be removed by
delivery of substitute certificate(s) without such reference if Optionee
shall have delivered to SOCO a copy of a letter from the staff of the

<PAGE>
Securities and Exchange Commission, or an opinion of counsel, in form and
substance satisfactory to SOCO, to the effect that such legend is not
required for purposes of the Securities Act; (ii) the reference to the
provisions to this Agreement in the above legend shall be removed by delivery
of substitute certificate(s) without such reference if the shares have been
sold or transferred in compliance with the provisions of this Agreement and
under circumstances that do not require the retention of such reference; and
(iii) the legend shall be removed in its entirety if the conditions in the
preceding clauses (i) and (ii) are both satisfied.  In addition, such
certificates shall bear any other legend as may be required by law.

     10.  Binding Effect; No Assignment; No Third Party Beneficiaries.  This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.  Except as
expressly provided for in this Agreement, neither this Agreement nor the
rights or the obligations of either party hereto are assignable, except by
operation of law, or with the written consent of the other party, which
consent shall not be unreasonably withheld.  Nothing contained in this
Agreement, express or implied, is intended to confer upon any person other
than the parties hereto and their respective permitted assigns any rights or
remedies of any nature whatsoever by reason of this Agreement.

     11.  Specific Performance. The parties hereby acknowledge and agree that
the failure of SOCO to perform its agreement and covenants hereunder will
cause irreparable injury to Optionee for which damages, even if available,
will not be an adequate remedy.  Accordingly, SOCO hereby consents to the
issuance of injunctive relief by any court of competent jurisdiction to
compel performance of SOCO's obligations and to the granting by any such
court of the remedy of specific performance of its obligations hereunder.

     12.  Further Assurances.  Each party will execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.

     13.  Validity.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. 
If any court or other competent authority holds any provisions of this
Agreement to be null, void or unenforceable, the parties hereto shall
negotiate in good faith the execution and delivery of an amendment to this
Agreement in order, as nearly as possible, to effectuate, to the extent
permitted by law, the intent of the parties hereto with respect to such
provision and the economic effects thereof.  Each party agrees that, should
any court or other competent authority hold any provision of this Agreement
or part hereof to be null, void or unenforceable, or order any party to take
any action inconsistent herewith, or not take any action required herein, the
other party shall not be entitled to specific performance of such provision
or part hereof or to any other remedy, including without limitation money
damages, for breach hereof or of any other provision of this Agreement or
part hereof as the result of such holding or order.

     14.  Notices.  Any notice, request, instruction, correspondence or other
document to be given hereunder by either party to the other (herein
collectively called "Notice") shall be in writing and delivered personally or
mailed, postage prepaid, or by telegram or telecopier, as follows:

<PAGE>
          If to SOCO:

          Snyder Oil Corporation
          777 Main Street, Suite 2500
          Fort Worth, Texas 76012
          Phone: (817) 882-5905
          Telecopy No.: (817) 882-5982
          Attention: General Counsel

          With a copy to:

          Vinson & Elkins L.L.P.
          2300 First City Tower
          1001 Fannin
          Houston, Texas 77002
          Phone: (713) 758-2346
          Telecopy No.: (713) 758-2346
          Attention:  J. Mark Metts, Esq.

          If to Optionee, to the address set forth on the signature page
hereof, and, if applicable, with a copy to any counsel listed on the
signature page hereof.

Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon
actual receipt if received during the recipient's normal business hours, or
at the beginning of the recipient's next business day after receipt if not
received during the recipient's normal business hours.  Any party may change
any address to which Notice is to be given to it by giving Notice as provided
above of such change of address.

     15.  Entire Agreement; Governing Law.  This Agreement constitutes the
entire agreement of the parties relating to the subject matter hereof and all
prior or contemporaneous written or oral agreements are merged herein.  This
Agreement shall be governed by the laws of the State of Delaware.

     16.  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which taken together shall constitute one and the same
instrument.

     17.  Expenses.  Except as otherwise expressly provided herein, all costs
and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such expenses.

     18.  Amendments; Waiver.  This Agreement may be amended by the parties
hereto and the terms and conditions hereof may be waived only by an
instrument in writing signed on behalf of each of the parties hereto or, in
the case of a waiver, by an instrument signed on behalf of the party waiving
compliance.

     19.  Mutual Waiver of Jury Trial.  Because disputes arising in
connection with complex financial transactions are most quickly and
economically resolved by an experienced and expert person and the parties
wish applicable state and federal laws to apply (rather than arbitration
rules), the parties desire that their disputes be resolved by a judge
applying such applicable laws.  Therefore, to achieve the best combination of
the benefits of the judicial system and of arbitration, the parties hereto

<PAGE>
waive all right to trial by jury in any action, suit or proceeding brought to
enforce or defend any rights or remedies under this Agreement.

     20.  Extension of Time Periods.  The time periods for exercise of
certain rights under Sections 2 and 4 hereof shall be extended (a) to the
extent necessary to obtain all regulatory approvals for the exercise of such
rights, and for the expiration of all statutory waiting periods and (b) to
the extent necessary to avoid any liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended, by reason of such exercise.

     21.  References to Other Agreements.  To the extent that this Agreement
refers to any other agreement, or any provision thereof, such reference shall
be deemed to be to such agreement or provision in the form initially executed
by the parties thereto (regardless of whether such agreement or provision is
amended) unless and to the extent that (a) such amendment does not adversely
affect the non-signing party or (b) the non-signing party consents in writing
to such amendment.

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first
above written.

                               SNYDER OIL CORPORATION


                               By   
                                 ----------------------------
                                    John C. Snyder          
                                    Chairman of the Board


                               OPTIONEE:


                               By
                                  --------------------------
                                    
<PAGE>
                                    ANNEX F

                                               July 30, 1997


Independent Committee of the Board of Directors
c/o Patina Oil & Gas Corporation
1625 Broadway
Denver, Colorado 80202

Members of the Independent Committee of the Board of Directors:

     You have requested our opinion (i) regarding the fairness, from a
financial point of view, to the holders of the Common Stock of Patina Oil &
Gas Corporation ("Patina" or the "Company") (the "Patina Common Stock") other
than Snyder Oil Corporation ("Snyder") (the "Non-Affiliated Stockholders") of
the Repurchase Transaction (defined below) and (ii) stating that, taking into
account the terms and conditions of the 8.5% convertible pay-in-kind
preferred stock (the "New Preferred Stock"), the consideration to be paid to
the Company for the New Preferred Stock is comparable to other privately
placed convertible preferred equity securities and, as a result, is fair,
from a financial point of view, to the Non-Affiliated Stockholders.

     We understand that Snyder owns 14,000,000 shares of Patina Common
Stock, 7,500,000 of which are being sold by Snyder in an underwritten
secondary public offering by the Company (8,625,000 shares if the
underwriters' overallotment option is exercised) (the "Offering") registered
on Form S-3, Registration No. 333-32671 (the "Registration Statement). We
further understand that the Company intends to repurchase Snyder's remaining
shares of Patina Common Stock at a price per share equal to the net per share
price to be received by Snyder in the Offering (the "Repurchase
Transaction"). To finance the Repurchase Transaction, the Company intends to
sell in private transactions up to 2,520,000 shares of the New Preferred
Stock for a purchase price of $25.00 per share to a limited number of private
investors and shares of Patina Common Stock having a value of $3,000,000
(presuming a per share value equal to the per share price to be paid by
investors in the Offering) to certain members of management of the Company,
supplemented by bank borrowings if necessary. The New Preferred Stock
investors will also receive 100,000 shares of Patina Common Stock as
consideration for their commitment to purchase the New Preferred Stock. The
members of management of the Company will also be awarded 500,000 shares of
restricted Patina Common Stock, subject to certain vesting, requirements. The
issuance of the Patina Common Stock to management of the Company and the New
Preferred Stock to investors described in the three preceding sentences are
referred to herein as the "Concurrent Transactions." The Offering, the
Repurchase Transaction and the Concurrent Transactions are collectively
referred to herein as the "Transactions." A.G. Edwards & Sons, Inc.'s
("Edwards") opinion regarding the Repurchase Transaction and the Concurrent
Transactions will be limited to the opinion expressly set forth in clauses
(i) and (ii) of the first sentence of this letter. Edwards was not requested
to and will not express any opinion on the Offering or the determination by
the Company and the Board to consummate  (including their determination of
the manner of consummation) the Repurchase Transaction or any of the
Concurrent Transactions, including without limitation the issuance and sale
of the New Preferred Stock. Assuming that relevant conditions and
circumstances do not change materially, this opinion will be confirmed in a
<PAGE>
final opinion to be delivered to the Independent Committee as of the date of
the consummation of the initial sale of the New Preferred Stock. This opinion
assumes, and the final opinion is conditioned upon, the consummation of all
of the Transactions and upon the expiration, unexercised, of the option
granted by Snyder to the New Preferred Stock investors to acquire shares of
Patina Common Stock. We have been informed that, if Edwards does not, at the
time of the closing of the initial sale of the New Preferred Stock, confirm
its advice that taking into account the terms and conditions of the New
Preferred Stock, the consideration to be paid to the Company for the New
Preferred Stock is comparable to other privately placed convertible preferred
equity securities and, as a result is fair, from a financial point of view,
to the Non-Affiliated Stockholders, the Company shall have the right to
decline to sell any shares of New Preferred Stock in connection with the
consummation of the Transactions.

     Edwards is a nationally recognized securities and investment banking
firm engaged in, among other things, the valuation of businesses and their
securities in connection with mergers and acquisitions, leveraged buyouts,
negotiated underwriting, competitive biddings, private placements and
valuations for estate, corporate and other purposes. As part of the process
whereby Patina was formed by the consolidation of certain assets and
operations of Gerrity Oil & Gas Corporation ("GOG") and Snyder, Edwards was
engaged by the Company to deliver a written opinion regarding the fairness to
GOG from a financial point of view, of its entering into a certain
Subordinate Loan Agreement, dated as of May 2, 1996 by and among GOG, as
borrower, and SOCO Wattenberg Corporation ("SWAT"') and the Company, as
lenders, as amended by an amendment dated May 2, 1996, and Edwards received a
fee for that opinion. Edwards was also engaged to deliver a written opinion
regarding the fairness, from a financial point of view, to the holders of GOG
Preferred Stock of a transaction pursuant to which holders of Depository
Shares, representing an interest in one-eighth of a share of the $12.00
Convertible Preferred Stock of GOG, would receive in exchange for each
Depository Share 0.527 shares of Patina's Convertible Preferred Stock, and
Edwards received a fee for that opinion. Edwards is also engaged to be a
co-managing underwriter for the Offering, for which it will receive customary
fees, and currently intends on issuing a research report on Patina subsequent
to the Offering. The consummation of the Transactions are conditioned on one
another. We are not aware of any present or contemplated relationships
between Edwards and the Company, or the Stockholders thereof which, in our
opinion, would affect our ability to render a fair and independent opinion in
this matter.

In connection with this opinion, we have, among other things:

     (i)  Reviewed the terms of the draft Stock Purchase Agreement, the draft
          Share Repurchase Agreement, the draft S-3 Registration Statement and 
          related documents (collectively, the "Agreements");


    (ii)  Held discussions with members of the management and members of the
          Board of Directors of the Company regarding the Company, its
          operations and strategy and its position within the oil and natural
          gas industry;

   (iii)  Reviewed available information concerning Patina which we deemed
          relevant, including the Company's audited financial statements for
          each of the years in the three-year period ended December 31, 1996,
          and the Company's unaudited financial statements for the six-month
          periods ended June 30, 1997 and 1996;
<PAGE>
    (iv)  Reviewed the unaudited capitalization of the Company at June 30,
          1997 as adjusted to give effect to the Transactions, as prepared by
          Patina's management;

     (v)  Reviewed the projected financial statements of the Company and
          conducted interviews with the management of the Company regarding
          the material assumptions that underlie the projections;

    (vi)  Reviewed certain other operating and financial information of
          Patina concerning the business and operations of Patina;

   (vii)  Reviewed certain market data of Patina's Common Stock and Old
          Preferred Stock;

  (viii)  Reviewed certain publicly available information concerning certain
          other companies that we believed to be generally comparable to
          Patina, and the trading of, and trading markets for, certain such
          companies' securities;

    (ix)  Reviewed information relating to the financial terms of certain
          transactions, including selected share repurchases from control
          shareholders, selected self-tender transactions and selected
          private placements of publicly traded common stock that we
          considered relevant;

     (x)  Reviewed information relating to the financial terms of certain
          other publicly traded and privately placed convertible preferred
          stock; issues and straight preferred stock issues that we
          considered relevant:

    (xi)  Reviewed an analysis of, to the extent available, certain studies
          prepared by a variety of third parties regarding premiums paid in
          transactions involving restricted stock; and

   (xii)  Reviewed other information which we considered relevant to our
          analysis.

     In preparing our opinion, we have relied upon and assumed, without
independent verification, the accuracy, completeness and fair presentation of
all financial and other information, publicly available or furnished to, or
otherwise discussed with or reviewed by Edwards for purposes of our opinion,
and our opinion is conditioned upon such information being complete and
accurate in all material respects. We have not been engaged to, and therefore
we have not, verified the accuracy or completeness of any such information.
We have assumed that financial forecasts supplied to or otherwise made
available to us reflect the best currently available estimates and judgments
of the management of the Company, as to the expected future financial
performance of the Company, and we have not independently verified such
information or assumptions nor do we express any opinion with respect
thereto. We have not made any independent valuation or appraisal of the
assets or liabilities of the Company, nor have we been furnished with any
such appraisals. In rendering our opinion, we have also assumed that the
Transactions will be consummated on the terms contained in the Agreements,
without any waiver of any material terms or conditions by the Company.
<PAGE>
     Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to us as of,
the date hereof.

     It is understood that this letter is for the information of the
Independent Committee of the Board of Directors only and may not be relied
upon or used for any purpose without our prior written consent, except that
this opinion may be summarized and, with our oral approval, included in its
entirety in a proxy statement to Patina's stockholders. This opinion may not
be otherwise summarized, excerpted from or otherwise publicly referred to
without our prior written consent (it being understood that we have consented
to the disclosure and inclusion of this opinion in the Registration
Statement).

     Based upon and subject to the foregoing, it is our opinion that, as of
the date hereon (i) the Repurchase Transaction is fair, from a financial
point of view, to the Non-Affiliated Stockholders and (ii) the consideration
to be paid to the Company for the New Preferred Stock is comparable to other
privately placed convertible preferred equity securities and, as a result, is
fair, from a financial point of view, to the Non-Affiliated Stockholders.

                                              Very truly yours,

                                              A.G. Edwards & Sons, Inc.



                                              By:   /s/ Douglas E. Reynolds
                                                 ---------------------------
                                                   Douglas E. Reynolds
                                                   Vice President
<PAGE>
   

                           [FORM OF FRONT OF PROXY]
                         PATINA OIL & GAS CORPORATION
              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                   FOR SPECIAL MEETING OF STOCKHOLDERS TO BE
                             HELD OCTOBER __, 1997


     The undersigned hereby appoints __________, __________ and __________,
or any of them, as Proxies, each with the power to appoint his substitute and
hereby authorizes them to represent and to vote, as designated below, all the
shares of Common Stock held of record by the undersigned on September 2,
1997, at the Special Meeting of Stockholders to be held on October __, 1997,
at 9:00 a.m., Mountain time, at the Company's headquarters, 1625 Broadway,
Denver, Colorado.

1.   APPROVAL of the Secondary Offering of 7,500,000 Patina Shares (8,625,000
     Patina Shares if the underwriters' overallotment option is fully
     exercised or such greater or lesser number as the underwriters, the
     Company and SOCO may agree to include in the Secondary Offering).

      FOR   / /              AGAINST   / /           ABSTAIN   / /

2.   APPROVAL of the Patina Share Repurchase by the Company of all remaining
     Patina Shares that are not sold in the Secondary Offering


      FOR   / /              AGAINST   / /           ABSTAIN   / /

3.   APPROVAL of the New Preferred Stock Issuance by the Company to a limited
     number of investors of between 1,600,000 and 2,520,000 shares (as
     determined by the Company in its sole discretion) of the Company's New
     Preferred Stock

      FOR   / /              AGAINST   / /           ABSTAIN   / /

4.   APPROVAL of the Management Stock Issuances providing for the issuance
     and sale by the Company to Management Investors of $3 million of Common
     Stock and the grant by the Company to such Management Investors of
     500,000 shares of restricted Common Stock


      FOR   / /              AGAINST   / /           ABSTAIN   / /

5.   In their discretion, the Proxies are authorized to vote upon such other
     business as may come before the meeting or any adjournment or
     postponement thereof.

If your address differs from that appearing hereon, please advise the
Company's transfer agent and registrar, Chase Mellon Shareholder Services,
2323 Bryant Street Suite 2300 Dallas, Texas 75201 Attn: David Carey, of your
correct address.

THIS PROXY, DULY EXECUTED, WILL BE VOTED AS SPECIFIED.  IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS NOS. 1 THROUGH 4.

    <PAGE>
                            [FORM OF BACK OF PROXY]

                         PATINA OIL & GAS CORPORATION
                                     PROXY


   
     The undersigned hereby acknowledges receipt of a Notice of Special
Meeting and Proxy Statement relating to the Special Meeting of Stockholders
to be held on October __, 1997.
    

 MARK HERE FOR ADDRESS                 MARK HERE IF YOU PLAN
 CHANGE AND NOTE BELOW                 TO ATTEND THE MEETING
           / /                                    / /




                              _____________________________________________
                              (Signature)


                              _____________________________________________
                              (Signature if held jointly)


                              Date: _______________________________________
                              (Please sign exactly as your name appears
                              hereon.  If stock is registered in more than
                              one name, each holder should sign.  When
                              signing as an attorney, administrator,
                              executor, guardian or trustee, please add
                              your title as such.  If executed by a
                              corporation or other entity, the proxy should
                              be signed by a duly authorized officer or
                              other representative.)

                              PLEASE SIGN, DATE AND PROMPTLY RETURN THIS
                              PROXY IN THE ENCLOSED ENVELOPE.  NO POSTAGE
                              IS REQUIRED IF MAILED IN THE UNITED STATES.




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