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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.: 1*
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 21, 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:
2,709,700
9. Sole Dispositive Power:
10. Shared Dispositive Power:
2,709,700
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,709,700
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)
9.71%
14. Type of Reporting Person
PN
3
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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
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:
3,709,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
3,709,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,709,500
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)
13.29%
14. Type of Reporting Person
IN
5
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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
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:
3,709,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
3,709,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,709,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
13.29%
14. Type of Reporting Person
IN
7
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This Amendment No. 1 to Schedule 13D is being filed to
report a material increase in the Reporting Persons'
beneficial ownership of shares of Common Stock, $.01 par
value (the "Common Stock") of Ponder Industries Inc.
(the "Company").
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, the Partnership owns 2,709,700
shares of Common Stock and Herbert Chen and Henry
Scholder are deemed to be the beneficial owners of
3,709,500 shares of Common Stock. All 3,709,500 shares
of Common Stock of which Herbert Chen and Henry Scholder
are currently deemed to be the beneficial owners are
held in the Partnership, the Offshore Fund or the
Managed Account. 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 $2,613,093 and that
deemed to be owned by Herbert Chen and Henry Scholder
was purchased at an aggregate price of $3,577,385. 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 and the Managed Account came from the
Offshore Fund's and Managed Account's own funds,
respectively. The Reporting Persons engage in margin
borrowing in the ordinary course of business.
Item 4. PURPOSE OF TRANSACTIONS.
No change.
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 9.71% of the outstanding Common Stock
and Herbert Chen and Henry Scholder are deemed to own
13.29% of the outstanding Common Stock. The Reporting
Persons share the power to vote, direct the vote,
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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
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Attached hereto as Exhibit A is a description of
the transactions in the Common Stock that were
effected by the Reporting Persons during the 60
days prior to October 28, 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 28, 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
REPORTING PERSONS' TRANSACTIONS
Date Shares of Price Per Share
Common Stock (Not Including Commission)
____ _______________ ______________________
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
10/20/97 150,000 1.5625
10/21/97 1,000,000 1.7390
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01127002.AB7
