<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
SANTA FE ENERGY RESOURCES, INC.
(NAME OF ISSUER)
COMMON STOCK, SO.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES
802012-10-4
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / / (A fee is
not required only if the reporting 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 such 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
disclosure provided in a prior cover page.
The information required on 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).
Page 1 of 10 Pages
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CUSIP NO. 802012-10-4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Minorco(U.S.A.)Inc.
___________________________________________________________________
84-1137980
___________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
(3) SEC Use Only _____________________________________________________
___________________________________________________________________
(4) Citizenship of Place of Organization Colorado
______________________________
(5) Sole Voting Power -0-
______________________________
(6) Shared Voting Power -0-
______________________________
(7) Sole Dispositive Power -0-
______________________________
(8) Shared Dispositive Power -0-
______________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person -0-
_____________________________________________________________
(10) Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
(11) Percent of Class Represented by Amount in Row (9) -0-
______________________
(12) Type of reporting Person (See Instructions) CO
______________________
Page 2 of 10 Pages
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CUSIP NO. 802012-10-4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Minorco
___________________________________________________________________
N/A
___________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
(3) SEC Use Only _____________________________________________________
____________________________________________________________________________
(4) Citizenship of Place of Organization Luxembourg
________________________________
(5) Sole Voting Power -0-
________________________________
(6) Shared Voting Power -0-
________________________________
(7) Sole Dispositive Power -0-
________________________________
(8) Shared Dispositive Power -0-
________________________________
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person -0-
_____________________________________________________________
(10) Check box if the Aggregate Amount in Row (9) Excludes
Certain Shares / /
(11) Percent of Class Represented by Amount in Row (9) -0-
_____________________
(12) Type of reporting Person (See Instructions) CO
_____________________
Page 3 of 10 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Item 1(a) Name of Issuer:
Santa Fe Energy Resources, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1616 South Voss Road, Suite 1000
Houston, TX 77057
Item 2(a) Name of Person Filing:
1. Minorco (U.S.A.) Inc.
2. Minorco
Item 2(b) Address of Principal Business Office:
1. Minorco (U.S.A.) Inc.
30 Rockefeller Plaza, Suite 4212
New York, New York 10112
2. Minorco
9 rue Sainte Zithe
L-2763 Luxembourg Ville
Luxembourg
Item 2(c) Citizenship:
1. Minorco (U.S.A.) Inc. is a Colorado
Corporation
2. Minorco is incorporated in Luxembourg as a
societe anonyme
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
802012-10-4
Item 3(a) Type of Person:
Not applicable.
Page 4 of 10 Pages
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Item 4 Ownership:
(a) Amount Beneficially Owned: -0-
(b) Percent of Class: -0-
(c) Number of shares as to which such person has:
(I) sole power to vote or to direct
the vote: Minorco (U.S.A.) Inc.: -0-
Minorco: -0-
(ii) shared power to vote or to direct
the vote: Minorco (U.S.A.) Inc.: -0-
Minorco: -0-
(iii) sole power to dispose or to direct
the disposition of:
Minorco (U.S.A.)Inc.: -0-
Minorco: -0-
(iv) shared power to dispose or to direct
the disposition of:
Minorco (U.S.A.) Inc.: -0-
Minorco: -0-
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof the reporting persons have
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [X].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company:
Not applicable
Page 5 of 10 Pages
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Item 8 Identification and Classification of Members of the
Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
Not applicable
Page 6 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MINORCO (U.S.A.) INC.
By: /s/ Ben Keisler
___________________________
Ben L. Keisler
Vice President, Secretary
and General Counsel
Dated: February 4, 1997
Page 7 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
MINORCO
By: /s/ N. Jordan
__________________________
N. Jordan
Secretary
Dated: February 3, 1997
Page 8 of 10 Pages
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EXHIBIT INDEX
EXHIBIT DOCUMENT PAGE
A Agreement Concerning Joint 10
Filing of Schedule 13G
Page 9 of 10 Pages
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AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13G
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached and such Schedule 13G is filed on behalf of each
of them; and
(ii) each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness of accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
Dated this ______ day of February 1997.
MINORCO
BY: ______________________________
ITS: ______________________________
MINORCO (U.S.A.) INC.
BY: ______________________________
ITS: ______________________________
Page 10 of 10 Pages
