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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: BJ Services Company
Title of Class of Securities: Warrants
CUSIP Number: 055482 11 1
(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)
July 11, 1996
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 [ ].
Check the following box if a fee is being paid with this
statement [X]. (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
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 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
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 055482 11 1
1. Name of Reporting Person
S.S. or 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:
358,500
9. Sole Dispositive Power:
10. Shared Dispositive Power:
358,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
358,500
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)
7.48%
14. Type of Reporting Person
PN
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CUSIP No. 055482 11 1
1. Name of Reporting Person
S.S. or 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
WC
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:
105,800
8. Shared Voting Power:
464,300
9. Sole Dispositive Power:
105,800
10. Shared Dispositive Power:
464,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
464,300
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)
9.69%
14. Type of Reporting Person
IN
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Item 1. SECURITY AND ISSUER
This statement relates to Warrants, exercisable at $30,
expiring April 13, 2000 (the "Warrants"), in BJ Services
Company (the "Company"). The Company's principal
executive office is located at 5500 Northwest Central
Drive, Houston, Texas 77210.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Chen Capital
Partners, L.P. (the "Partnership") and Herbert Chen
(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. The
principal office of the Reporting Persons is 237 Park
Avenue, 9th Floor New York, New York 10017.
Neither of the Reporting Persons has, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither 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 is a citizen 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 358,500
Warrants and Herbert Chen is deemed to be the beneficial
owner of 464,300 Warrants. All 464,300 Warrants that
Herbert Chen is deemed to be the beneficial owner of are
held in either the Partnership, the Offshore Fund or the
Managed Account. The Warrants owned by the Reporting
Persons were purchased in open market transactions;
those owned by the Partnership were purchased at an
aggregate price of $5,134,859 and those deemed to be
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owned by Herbert Chen were purchased at an aggregate
price of $6,636,356. The funds for the purchase of the
Warrants held in the Partnership came from capital
contributions to the Partnership by its general and
limited partners. The funds for the purchase of the
Warrants held in the Offshore Fund or the Managed
Account came from the Offshore Fund's or Managed
Account's own funds. No funds were borrowed to finance
any of the purchases.
Item 4. PURPOSE OF TRANSACTIONS.
The Warrants 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 25, 1996, there were 4,793,712 Warrants
outstanding. Therefore, the Partnership owns 7.48% of
the outstanding Warrants and Herbert Chen is deemed to
own 9.69% of the outstanding Warrants. Each Reporting
Person has the sole or shared power to vote, direct the
vote, dispose of or direct the disposition of all the
Warrants that he or it beneficially owns.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Neither of the Reporting Persons has any contract,
arrangement, understanding or relationship with any
person with respect to the Warrants.
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 Warrants that were effected
by the Reporting Persons during 60 days prior to
July 11, 1996.
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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.
November 5, 1996
/s/ Herbert Chen
Herbert Chen
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
November 5, 1996 relating to Warrants in BJ Services Company
shall be filed on behalf of the undersigned.
/s/ Herbert Chen
_____________________________
Herbert Chen
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 Warrants Purchased Price Per Share
(Not Including Commission)
____ _______________ ______________________
6/25/96 19,200 $11.96
6/25/96 5,800 11.97
7/2/96 1,200 12.95
7/2/96 4,500 12.79
7/3/96 2,400 13.81
7/3/96 1,100 13.82
7/3/96 11,500 13.80
7/5/96 700 13.46
7/5/96 1,600 13.44
7/5/96 7,700 13.43
7/11/96 16,100 15.11
7/11/96 53,900 15.10
7/12/96 1,800 15.14
7/12/96 4,000 15.13
7/12/96 19,200 15.12
7/15/96 3,700 16.16
7/15/96 46,300 16.15
7/16/96 700 14.00
7/16/96 1,600 13.99
7/16/96 7,700 13.97
7/24/96 400 12.61
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Date Warrants Purchased Price Per Share
(Not Including Commission)
____ _______________ ______________________
7/24/96 800 12.58
7/24/96 3,800 12.56
7/31/96 400 11.61
7/31/96 800 11.58
7/31/96 3,800 11.56
8/1/96 400 11.99
8/1/96 800 11.96
8/1/96 3,800 11.93
8/7/96 400 13.36
8/7/96 800 13.33
8/7/96 3,800 13.31
8/30/96 200 15.44
8/30/96 300 15.56
8/30/96 500 15.49
8/30/96 700 15.35
8/30/96 2,300 15.45
9/13/96 700 15.60
9/13/96 1,600 15.58
9/13/96 7,700 15.56
9/17/96 500 14.47
9/20/96 100 13.18
9/30/96 2,000 14.07
10/2/96 1,500 14.57
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Date Warrants Purchased Price Per Share
(Not Including Commission)
____ _______________ ______________________
10/2/96 3,200 14.57
10/2/96 15,300 14.56
10/3/96 1,500 14.83
10/17/96 19,300 19.14
10/17/96 1,800 19.16
10/17/96 3,900 19.15
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01127002.AA6
