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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.: 3
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)
March 19, 1998
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. 055482 11 1
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
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:
8. Shared Voting Power:
225,100
9. Sole Dispositive Power:
10. Shared Dispositive Power:
225,100
11. Aggregate Amount Beneficially Owned by Each Reporting Person
225,100
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)
4.70%
14. Type of Reporting Person
IN
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CUSIP No. 055482 11 1
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
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:
8. Shared Voting Power:
225,100
9. Sole Dispositive Power:
10. Shared Dispositive Power:
225,100
11. Aggregate Amount Beneficially Owned by Each Reporting Person
225,100
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)
4.70%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 3 to the previously filed
Schedule 13Ds is to report that the beneficial ownership of each
of Herbert Chen and Henry Scholder in the warrants, exercisable
at $30, expiring April 13, 2000 (the "Warrants") in BJ Services
Company (the "Company") has decreased from 6.00% to 4.70% in the
outstanding Warrants.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf Herbert Chen and
Henry Scholder (the "Reporting Persons"). Herbert Chen
is the general partner of Chen Capital Partners, L.P.
(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.
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 and Henry Scholder are citizens of the
United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, Herbert Chen and Henry Scholder
are deemed to be the beneficial owners of 225,100
Warrants. All 225,100 Warrants of which Herbert Chen
and Henry Scholder are deemed to be the beneficial
owners are held in either the Partnership or the
Offshore Fund. All transactions in the Warrants during
the last 60 days were effected in open market
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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 came from the
Offshore Fund's own funds. 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
January 31, 1998 there were 4,793,187 Warrants
outstanding. Therefore, Herbert Chen and Henry Scholder
are each deemed to own 4.70% of the outstanding
Warrants. Each Reporting Person has the shared power to
vote, direct the vote, dispose of or direct the
disposition of all the Warrants that he beneficially
owns. Herbert Chen and Henry Scholder ceased to be the
beneficial owners of more than 5% of the outstanding
Warrants on March 19, 1998.
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 March 19,
1998.
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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.
April 1, 1998
/s/ Herbert Chen
Herbert Chen
/s/ Henry Scholder
Henry Scholder
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EXHIBIT A
REPORTING PERSONS' TRANSACTIONS
Date Warrants Purchased Price Per Share
or (Sold) (Not Including Commission)
____ _______________ ______________________
2/27/98 (6,000) $41.875
3/2/98 (5,000) 43.75
(10,000) 43.4375
3/4/98 (10,000) 52.50
3/6/98 (10,000) 48.625
(200) 49.000
3/11/98 (2,000) 46.875
3/16/98 (2,000) 42.5125
3/17/98 (5,000) 37.8113
3/18/98 (26,000) 41.0385
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01127002.AC4
