UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BELLWETHER EXPLORATION COMPANY
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
079895108
(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 on 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).
SCHEDULE 13G
CUSIP No. 079895108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PPM America, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
Power to direct the vote: 506,568 subject to direction of parent
corporation.
6 SHARED VOTING POWER
- -0-
7 SOLE DISPOSITIVE POWER
Power to direct the vote: 506,568 subject to direction of parent
corporation.
8 SHARED DISPOSITIVE POWER
- -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,568
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.60%
12 TYPE OF REPORTING PERSON*
HC (See Exhibit A on Page 7 hereof)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Bellwether Exploration Company
Item 1(b). Address of Issuer's Principal Executive Offices:
1331 Lamar, Suite 1455,
Houston, TX 77070-3039
Item 2(a). Name of Person Filing:
PPM America, Inc.
Item 2(b). Address of Principal Business Office:
225 West Wacker Drive, Suite 1200
Chicago, Illinois 60606
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number
079895108
Item 3. Type of Person:
HC (See Exhibit A on Page 7 hereof)
Item 4. Ownership:
(a) Amount Beneficially Owned:
506,568
(b) Percent of Class:
5.60%
(c) Number of shares as to which person has:
(i) sole power to vote or to direct the vote: 506,568
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
506,568
(iv) shared power to dispose or to direct the disposition of: -0-
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:
See Exhibit A.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose or effect.
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.
2/6/96
__________________________
Date
/s/ MARK MANDICH
__________________________
Signature
Mark Mandich, Vice-President
Finance and Administration
Name/Title
EXHIBIT A
Identification and Classification of the Members of the Group.
By no-action relief granted on July 5, 1991, the SEC generally
stated it would not recommend enforcement action if Prudential
Corporation plc together with certain of its subsidiaries
collectively reported beneficial ownership of more than 5% of a
class of equity security subject to Section 13(d) of the Securities
Exchange Act of 1934 on Schedule 13G rather than Schedule 13D.
Therefore, PPM America, Inc., a subsidiary of Prudential
Corporation plc, is making this filing on behalf of certain of
Prudential Corporation plc's subsidiaries. Prudential Portfolio
Managers Ltd. is a non-U.S. investment adviser subsidiary of
Prudential Corporation plc for which PPM America, Inc. serves as a
sub-adviser.
