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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.: 2
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)
May 2, 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:
217,300
9. Sole Dispositive Power:
10. Shared Dispositive Power:
217,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
217,300
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)
4.53%
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:
70,500
8. Shared Voting Power:
217,300
9. Sole Dispositive Power:
70,500
10. Shared Dispositive Power:
217,300
11. Aggregate Amount Beneficially Owned by Each Reporting Person
287,800
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)
6.00%
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 6.44% and 8.18% to 4.53% and 6.00%, 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 217,300
Warrants and Herbert Chen is deemed to be the beneficial
owner of 287,800 Warrants. All 287,800 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. All transactions in the Warrants since
the last filing on Schedule 13D were effected in open
market transactions. 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
May 5, 1997 there were 4,793,992 Warrants outstanding.
Therefore, the Partnership owns 4.53% of the outstanding
Warrants and Herbert Chen is deemed to own 6.00% 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. The Partnership ceased to be
the beneficial owner of more than 5% of the outstanding
warrants on May 2, 1997.
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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 May 2, 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.
May 8, 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)
____ _______________ ______________________
3/31/97 500 $23.75
4/30/97 5,000 23.29
5/2/97 (100,000) 21.94
5/6/97 (25,000) 23.94
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01127002.AA9
