UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Lomak Petroleum Inc.
(Name of Issuer)
Convertible Preferred $2.03, convertible until 12/31/49
(Title of Class of Securities)
541509402
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] .
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
*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 ("Act") 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. 541509402 13G Page ______ of ______ Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(1) Highbridge Capital Corporation - not applicable
(2) Highbridge Capital Management, LLC. - 13-3530960.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
(1) Highbridge Capital Corporation - Cayman Islands, British
West Indies
(2) Highbridge Capital Management, LLC. - State of Delaware
NUMBER
OF SHARES 5. SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 83,000
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON
WITH 8. SHARED DISPOSITIVE POWER 83,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
12. TYPE OF REPORTING PERSON*
(1) Highbridge Capital Corporation - BD
(2) Highbridge Capital Management, LLC. - exempt from
registration as an IA
<PAGE>
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
Item 1.
(a) Name of Issuer Lomak Petroleum Inc.
(b) Address of Issuer's Principal Executive Offices: 500 Throckmorton
Street, Suite 2104, Fort Worth, TX 76102
Item 2.
(a) Name of Person Filing
(1) Highbridge Capital Corporation
(2) Highbridge Capital Management, LLC.
(b) Address of Principal Business Office or, if none, Residence
(1) Highbridge Capital Corporation
The Residence, Unit #2, South Church Street,
Grand Cayman, Cayman Islands, British West Indies
(2) Highbridge Capital Management, LLC.
767 Fifth Avenue
New York, New York 10153
(c) Citizenship
(1) Highbridge Capital Corporation - Cayman Islands, British
West Indies
(2) Highbridge Capital Management, LLC. - State of Delaware
(d) Title of Class of Securities: Convertible Preferred $2.03,
convertible until 12/31/49
(e) CUSIP Number 541509402
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [X] Broker or Dealer registered under Section 15 of the Act
(Highbridge Capital Corporation)
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940. Highbridge Capital Management, LLC. is the
trading manager of Highbridge Capital Corporation. Highbridge
Capital Management, LLC. is exempt from registration as an
investment adviser. The persons at Highbridge Capital Management,
LLC. who actually exercise the power to dispose of and the power to
vote the investments of Highbridge Capital Corporation are registered
as registered representatives of Highbridge Capital Corporation, a
registered broker/dealer.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section 240.13(d)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d(b)(1)(ii)(H)
<PAGE>
Page 3 of 4
Item 4. Ownership
(a) [ ] Amount Beneficially Owned 83,000
(b) [ ] Percent of Class 7.2%
(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 83,000
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of 83,000
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Inapplicable
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
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.
2/06/98
_____________________________________
Date
Howard Feitelberg
_____________________________________
Signature
Howard Feitelberg / Controller, Highbridge Capital Corporation
Name/Title
<PAGE>
Page 4 of 4
2/06/98
_____________________________________
Date
Ronald S. Resnick
_____________________________________
Signature
Ronald S. Resnick / Managing Director, Highbridge Capital Management, LLC.
Name/Title
