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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Ponder Industries Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 732378104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Herbert Chen, c/o Chen Capital Partners, L.P.,
237 Park Avenue, 9th Floor
New York, New York 10017; (212) 808-2406
(Date of Event which Requires Filing of this Statement)
October 6, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
*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).
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CUSIP No. 732378104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Chen Capital Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,869,600
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,869,600
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,869,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.70%
14. Type of Reporting Person
PN
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CUSIP No. 732378104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Herbert Chen
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF, PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,559,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,559,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
9.17%
14. Type of Reporting Person
IN
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CUSIP No. 732378104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Henry Scholder
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF, PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
2,559,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,559,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,559,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.17%
14. Type of Reporting Person
IN
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Item 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, $.01
par value (the "Common Stock") of Ponder Industries Inc.
(the "Company"). The Company's principal executive
office is located at 5005 Riverway Drive, Suite 550,
P.O. Drawer 2229, Houston, Texas 77056.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Chen Capital
Partners, L.P. (the "Partnership"), Herbert Chen and
Henry Scholder (together with the Partnership, the
"Reporting Persons"). The Partnership, an investment
partnership, is a New York limited partnership. Herbert
Chen is the general partner of the Partnership and is
the President of Chen Capital Management, LLC. Chen
Capital Management, LLC is the investment manager of
Chen Capital Overseas, Ltd. (the "Offshore Fund"), a
British Virgin Islands corporation, and Common Sense
Partners (the "Managed Account"), a managed account.
Henry Scholder exercises investment discretion with
respect to the Partnership, the Offshore Fund and the
Managed Account. The principal office of the Reporting
Persons is 237 Park Avenue, 9th Floor New York, New York
10017.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Herbert Chen and Henry Scholder are citizens of the
United States of America. The Partnership is a New York
limited partnership.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, the Partnership owns 1,869,600
shares of Common Stock and Herbert Chen and Henry
Scholder are deemed to be the beneficial owners of
2,559,500 shares of Common Stock. All 2,559,500 shares
of Common Stock that Herbert Chen and Henry Scholder are
currently deemed to be the beneficial owners of are held
in the Partnership, the Offshore Fund or the Managed
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Account. Previously, Herbert Chen and Henry Scholder
each personally owned shares of Common Stock. The
Common Stock owned by the Reporting Persons was
purchased in open market transactions; that owned by the
Partnership was purchased at an aggregate price of
$1,171,504 and that deemed to be owned by Herbert Chen
and Henry Scholder was purchased at an aggregate price
of $1,604,010. The funds for the purchase of the Common
Stock held in the Partnership came from capital
contributions to the Partnership by its general and
limited partners. The funds for the purchase of the
Common Stock held in the Offshore Fund or the Managed
Account came from the Offshore Fund's or Managed
Account's own funds. The funds for the previous
personal purchases by Herbert Chen and Henry Scholder
came from personal funds. The Reporting Persons engage
in margin borrowing in the ordinary course of business.
Item 4. PURPOSE OF TRANSACTIONS.
The Common Stock beneficially owned by the Reporting
Persons were acquired for, and are being held for,
investment purposes.
The Reporting Persons have no plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. INTEREST IN SECURITIES OF ISSUER.
Based on information received from the Company, as of
October 6, 1997, there were approximately 27,900,000
shares of Common Stock outstanding. Therefore, the
Partnership owns 6.70% of the outstanding Common Stock
and Herbert Chen and Henry Scholder are deemed to own
9.17% of the outstanding Common Stock. Each Reporting
Person has the sole or shared power to vote, direct the
vote, dispose of or direct the disposition of all the
Common Stock that he or it beneficially owns.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None of the Reporting Persons has any contract,
arrangement, understanding or relationship with any
person with respect to the Common Stock.
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Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Attached hereto as Exhibit A is an agreement
relating to the filing of a joint statement as
required by Rule 13d-1(f) under the Securities
Exchange Act of 1934.
2. Attached hereto as Exhibit B is a description of
the transactions in the Common Stock that were
effected by the Reporting Persons during 60 days
prior to October 15, 1997.
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
October 15, 1997
/s/ Herbert Chen
Herbert Chen
/s/ Henry Scholder
Henry Scholder
CHEN CAPITAL PARTNERS, L.P.
By: Herbert Chen,
its General Partner
/s/ Herbert Chen
Herbert Chen
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EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated
October 15, 1997 relating to Common Stock in Ponder
Industries Inc. shall be filed on behalf of the undersigned.
/s/ Herbert Chen
_____________________________
Herbert Chen
/s/ Henry Scholder
_____________________________
Henry Scholder
CHEN CAPITAL PARTNERS, L.P.
By: Herbert Chen,
its General Partner
/s/ Herbert Chen
_____________________________
Herbert Chen
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EXHIBIT B
REPORTING PERSONS' TRANSACTIONS
Date Shares of Price Per Share
Common Stock (Not Including Commission)
____ _______________ ______________________
8/18/97 32,500 0.6875
8/21/97 (32,500) 0.73316
8/26/97 (30,000) 0.75
8/27/97 (52,500) 0.8080
10/3/97 500,000 0.4688
10/6/97 1,742,500 0.6209
10/7/97 150,000 0.9150
10/9/97 167,000 0.8874
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01127002.AB5
