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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: 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)
January 9, 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 [ ].
Check the following box if a fee is being paid with this
statement [ ]. (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:
308,900
9. Sole Dispositive Power:
10. Shared Dispositive Power:
308,900
11. Aggregate Amount Beneficially Owned by Each Reporting Person
308,900
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)
6.44%
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:
83,400
8. Shared Voting Power:
308,900
9. Sole Dispositive Power:
83,400
10. Shared Dispositive Power:
308,900
11. Aggregate Amount Beneficially Owned by Each Reporting Person
392,300
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)
8.18%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the beneficial ownership of Chen
Capital Partners, L.P. (the "Partnership") and Herbert Chen
(together with the Partnership, the "Reporting Persons") in the
warrants, exercisable at $30, expiring April 13, 2000 (the
"Warrants") in BJ Services Company (the "Company") has decreased
from 7.48% and 9.69% to 6.44% and 8.18%, respectively, in the
outstanding Warrants.
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 308,900
Warrants and Herbert Chen is deemed to be the beneficial
owner of 392,300 Warrants. All 392,300 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 purchased by the
Reporting Persons since the last filing on Schedule 13D
were purchased in open market transactions; those owned
by the Partnership were purchased at an aggregate price
of $93,820 and those deemed to be owned by Herbert Chen
were purchased at an aggregate price of $160,600. 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.
No change.
Item 5. INTEREST IN SECURITIES OF ISSUER.
Based on information received from the Company, as of
December 31, 1996 there were 4,793,999 Warrants
outstanding. Therefore, the Partnership owns 6.44% of
the outstanding Warrants and Herbert Chen is deemed to
own 8.18% of the outstanding Warrants. Each Reporting
Person has the sole or shared power to vote, direct the
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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
No change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit A is a description of the
transactions in the Warrants that were effected by the
Reporting Persons during 60 days prior to January 9,
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.
January 21, 1997
/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
REPORTING PERSONS' TRANSACTIONS
Date Warrants Purchased Price Per Share
or (Sold) (Not Including Commission)
____ _______________ ______________________
12/27/96 (10,000) $27.375
12/31/96 (13,000) 27.25
12/31/96 5,000 26.875
1/2/97 500 25.75
1/6/97 500 25.875
1/7/97 (10,000) 27.375
1/9/97 (45,000) 28.75
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01127002.AA9
