MILLER EXPLORATION CO
SC 13G/A, 1999-02-16
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                               SCHEDULE 13G


                 Under the Securities Exchange Act of 1934

                          (Amendment No. #1)<F*>


                        MILLER EXPLORATION COMPANY
                             (Name of Issuer)


                       Common Stock, $0.01 Par Value
                      (Title of Class of Securities)


                                600533 10 0
                              (CUSIP Number)

                             December 31, 1998
          (Date of Event Which Requires filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                                   Rule 13d-1(b)
                                   Rule 13d-1(c)
                              XX   Rule 13d-1(d)

<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).






<PAGE>
CUSIP NO. 600533 10 0                13 G    PAGE 2 OF 7 PAGES

1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Sue Ellen Bell
- ---------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
     (a)  [X]
     (b)  [ ]
- ---------------------------------------------------------------------------
3.   SEC USE ONLY
- ---------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
- ---------------------------------------------------------------------------
NUMBER OF SHARES           5.  SOLE VOTING POWER                    822,528
                           ------------------------------------------------
BENEFICIALLY OWNED BY      6.  SHARED VOTING POWER                   92,324
                           ------------------------------------------------
EACH REPORTING             7.  SOLE DISPOSITIVE POWER               822,528
                           ------------------------------------------------
PERSON WITH                8.  SHARED DISPOSITIVE POWER              92,324
- ---------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                                       914,852
- ---------------------------------------------------------------------------
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES<F*>                                                 [ ]
- ---------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                   7.3%
- ---------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON<F*>                                        IN
- ---------------------------------------------------------------------------

<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.













<PAGE>
CUSIP NO. 600533 10 0              13 G                   PAGE 3 OF 7 PAGES

1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Frontier Investments, Inc.
- ---------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
     (a)  [X]
     (b)  [ ]
- ---------------------------------------------------------------------------
3.   SEC USE ONLY
- ---------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
- ---------------------------------------------------------------------------
NUMBER OF SHARES           5.  SOLE VOTING POWER                          0
                           ------------------------------------------------
BENEFICIALLY OWNED BY      6.  SHARED VOTING POWER                   84,024
                           ------------------------------------------------
EACH REPORTING             7.  SOLE DISPOSITIVE POWER                     0
                           ------------------------------------------------
PERSON WITH                8.  SHARED DISPOSITIVE POWER              84,024
- ---------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                                        84,024
- ---------------------------------------------------------------------------
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES<F*>                                            [X]<F**>
- ---------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                   0.7%
- ---------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON<F*>                                        CO
- ---------------------------------------------------------------------------

<F*> SEE INSTRUCTIONS BEFORE FILLING OUT.
<F**> EXCLUDES SHARES HELD BY SUE ELLEN BELL, AS SOLE TRUSTEE OF THE SUE E.
BELL TRUST.











<PAGE>
                               SCHEDULE 13G

             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


ITEM 1(A).     NAME OF ISSUER:

          Miller Exploration Company

ITEM 1(B).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          3104 Logan Valley Road
          Traverse City, Michigan 49684

ITEM 2(A).     NAME OF PERSON FILING:

          This statement is being filed jointly on behalf of (1) Sue Ellen
Bell and (2) Frontier Investments, Inc., a corporation owned by a revocable
trust of which Sue Ellen Bell is the sole trustee.

ITEM 2(B).     ADDRESS OF PRINCIPAL BUSINESS OFFICE:

          (1)  3104 Logan Valley Road
               Traverse City, Michigan 49684

          (2)  3104 Logan Valley Road
               Traverse City, Michigan 49684

ITEM 2(C).     CITIZENSHIP OR PLACE OF ORGANIZATION:

          (1)  United States of America

          (2)  United States of America

ITEM 2(D).     TITLE OF CLASS OF SECURITIES:

          Common, $0.01 Par Value

ITEM 2(E).     CUSIP NUMBER:

          600533 10 0

ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR RULE
          13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

          Not applicable


                                     -4-
<PAGE>
ITEM 4.   OWNERSHIP.

  (1)
     (a)  Amount Beneficially Owned: 914,852
     (b)  Percent of Class: 7.3%
     (c)  Number of shares as to which such person has:

        (i)   Sole power to vote or to direct the vote: 822,528
        (ii)  Shared power to vote or to direct the vote: 92,324
        (iii) Sole power to dispose or to direct the disposition of:
              822,528
        (iv)  Shared power to dispose or to direct the disposition of:
              92,324
  (2)
     (a)  Amount Beneficially Owned: 84,024
     (b)  Percent of Class: 0.7%
     (c)  Number of shares as to which such person has:

        (i)    Sole power to vote or to direct the vote:  0
        (ii)   Shared power to vote or to direct the vote: 84,024
        (iii)  Sole power to dispose or to direct the disposition of: 0
        (iv)   Shared power to dispose or to direct the disposition of:
               84,024

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

      Not applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

            Not applicable

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
        THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

      Not applicable

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

      The filing group is comprised of Sue Ellen Bell and Frontier
      Investments, Inc., a corporation owned by a revocable trust of which
      Sue Ellen Bell is sole trustee.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

      Not applicable



                                     -5-
<PAGE>
ITEM 10. CERTIFICATIONS.

      By signing below I certify that, to the best of my knowledge and
      belief, the securities referred to above were not acquired and are
      not held for the purpose of or with the effect of changing or
      influencing the control of the issuer of the securities and were not
      acquired and are not held in connection with or as a participant in
      any transaction having that purpose or effect.










































<PAGE>
                                 SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Date:     February 10, 1999        /S/ SUE ELLEN BELL
                                   Sue Ellen Bell



                                   FRONTIER INVESTMENTS, INC.

                                   SUE E. BELL TRUST


                                   By /S/ SUE ELLEN BELL
                                      Sue Ellen Bell, Trustee


                                   *By /S/ TASHIA L. RIVARD
                                       Tashia L. Rivard, Attorney-in-Fact**


          **Power of attorney for this purpose is already on file with the
          Commission.  The power of attorney was attached to the Schedule
          13G filing made 2/19/98 and is incorporated by reference to that
          filing.





















<PAGE>
                               EXHIBIT INDEX


          EXHIBIT NUMBER                DOCUMENT
               99.1                Joint Filing Agreement
               99.2                Members of Group


<PAGE>
                               EXHIBIT 99.1

                          JOINT FILING AGREEMENT


          The undersigned stockholders of Miller Exploration Company, a
Delaware corporation, hereby consent to the joint filing of a Schedule
13(g) in accordance with Rule 13d-1(f)(1) of the Securities Exchange Act of
1934.


Date: February 15, 1999            */S/ SUE ELLEN BELL
                                   Sue Ellen Bell



                                   SUE E. BELL TRUST


                                   By */S/ SUE ELLEN BELL
                                      Sue Ellen Bell, Trustee



                                   FRONTIER INVESTMENTS, INC.

                                   SUE E. BELL TRUST


                                   By */S/ SUE ELLEN BELL
                                      Sue Ellen Bell, Trustee


                                   * By /S/ TASHIA L. RIVARD
                                        Tashia L. Rivard, Attorney-in-fact


<PAGE>
                               EXHIBIT 99.2

                             MEMBERS OF GROUP

          The following stockholders of Miller Exploration Company, a
Delaware corporation,  are members of a group pursuant to Section 13(g)(3)
of the Securities Exchange Act of 1934:

                              Sue Ellen Bell

                        Frontier Investments, Inc.



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