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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Herbert Chen
c/o Chen Capital Partners, L.P.
237 Park Avenue, 9th Floor
New York, New York 10017
2. Date of Event Requiring Statement (Month/Day/Year)
October 21, 1997
3. IRS Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Ponder Industries Inc.
PNDR
5. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
( ) Director (X) 10% Owner ( ) Officer (give title
below) ( ) Other
(specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
Securities Form: Beneficial Ownership
Beneficially Direct(D) or
Owned Indirect(I)
Common Stock, 3,709,500(1)+ I
$.01 par value
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Common Stock, 3,709,500(2)+ I
$.01 par value
Table II -- Derivative Securities Beneficially Owned
<TABLE>
<S> <C> <C> <C> <C> <C>
1.Title of 2.Date Exer- 3.Title and Amount 4. Conver- 5. Ownership 6. Nature of
Derivative cisable and of Securities sion or Form of Indirect
Security Expiration Underlying Exercise Derivative Beneficial
Date Derivative Security Price of Security:
Ownership
(Month/Day/ --------------- Deri- Direct(D) or
Year) Title Amount or vative Indirect (I)
--------------- Number of Security
Date Expira- Shares
Exer- tion
cisable Date
NO DERIVATIVE SECURITIES OWNED AT PRESENT TIME
</TABLE>
(1) These securities are deemed to be beneficially owned by
Herbert Chen as general partner of Chen Capital Partners, L.P.
and president of Chen Capital Management, LLC, the investment
manager of Chen Capital Overseas, Ltd. and Common Sense Partners.
(2) These securities are deemed to be beneficially owned by
Henry Scholder due to the investment discretion he exercises with
respect to Chen Capital Partners, L.P., Chen Capital Overseas,
Ltd. and Common Sense Partners.
+ The Reporting Persons disclaim beneficial ownership of these
securities except to the extent of their pecuniary interest
therein.
Explanation of Responses:
SIGNATURE OF REPORTING PERSON
/s/ Herbert Chen
___________________________
Herbert Chen
DATE
October 28, 1997
2
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CONFIRMING STATEMENT
This Statement confirms that the undersigned,
Henry Scholder, has authorized and designated Herbert Chen to
execute and file on the undersigned's behalf all Forms 3, 4, and
5 (including any amendments thereto) that the undersigned may be
required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in
securities of Ponder Industries Inc. The authority of
Herbert Chen under this Statement shall continue until the
undersigned is no longer required to file Forms 3, 4, and 5 with
regard to the undersigned's ownership of or transactions in
securities of Ponder Industries Inc. unless earlier revoked in
writing. The undersigned acknowledges that Herbert Chen is not
assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
Date: October 28, 1997
/s/ Henry Scholder
Henry Scholder
3
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Joint Filer Information
Name: Henry Scholder
Address: c/o Chen Capital Partners, L.P.
237 Park Avenue
9th Floor
New York, New York 10017
Designated Filer: Herbert Chen
Issuer & Ticker
Symbol: Ponder Industries Inc.
(PNDR)
Date of Event
Requiring Statement: October 21, 1997
Signature: /s/ Henry Scholder
Henry Scholder
4
01127002.AB8
