PONDER INDUSTRIES INC
10-C, 1996-06-25
EQUIPMENT RENTAL & LEASING, NEC
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                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-C

              Report by Issuer of securities Quoted on NASDAQ

                       Interdealer Quotation System


               Filed pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934 and Rule 13a-17
                           or 15d-17 thereunder


                          PONDER INDUSTRIES, INC.
                          -----------------------
              (Exact name of issuer as specified in charter)


                  511 Commerce Road, Alice, Texas  78333
                  --------------------------------------
                 (Address of principal executive offices)


Issuer's telephone number, including area code  (512) 664-5831
                                                --------------

                I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.    Title of Security    Common Stock, $.01 par value
                           ----------------------------
2.    Number of shares outstanding before the change    8,618,079
                                                        ---------
3.    Number of shares outstanding after the change     9,618,079
                                                        ---------
4.    Effective date of change    January 10, 1996
                                  ----------------
5.    Method of change:

      Specify method (such as merger, acquisition exchange, distribution,
      stock split, reverse split, acquisition of stock for treasury, etc.)

           Issuance of shares
           ------------------
      Give brief description of transaction:

           Pursuant to Regulation S of the Securities Act of 1933, as amended,
           the Company issued 1,000,000 shares upon the exercise of warrants
           granted as follows: 500,000 shares of common stock, $.01 par value
           under that certain Warrant Agreement dated December 22, 1995, by
           and among Ponder Industries, Inc., a Delaware corporation, and
           Eagle Management Services Limited, an Isle of Man corporation; and
           500,000 shares of common stock, $.01 par value under that certain
           Warrant Agreement dated December 22, 1995, by and among Ponder
           Industries, Inc., a Delaware corporation, and Atlantic Holdings
           Limited, an Ireland corporation.




<PAGE>   2


                       II. CHANGE IN NAME OF ISSUER

5.    Name prior to change   N/A
                             ---
6.    Name after change      N/A
                             ---  
7.    Effective date of charter amendment changing name    N/A
                                                           ---
8.    Date of shareholder approval of change, if required  N/A
                                                           ---


Date: June 25, 1996                         /s/ Larry Armstrong
                                            -----------------------
                                              (Officer's signature)

                                  Title:       President



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