SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)
Santa Fe Energy Resources, Inc.
(Name of Issuer)
$.732 Series AConvertible Preferred Stock
(Title of Class of Securities)
802012401
(CUSIP Number)
*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") of 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).
(Continued on following pages)
Page 1 of 7 Pages
<PAGE>
CUSIP NO. 802012401
13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OppenheimerFunds, Inc.
I.R.S. NO. 13-2527171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
A
B X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
825,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.71%
12 TYPE OF REPORTING PERSON*
IA *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 802012401
13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oppenheimer Equity Income Fund
I.R.S. No. 84-0578481
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
A
B X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
805,000
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
805,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.52%
12 TYPE OF REPORTING PERSON*
IV*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Houston, Texas 77057
Item 2(a) Name of Person Filing:
OppenheimerFunds, Inc.
Item 2(b) Address of Principal Business Office:
Two World Trade Center, Suite 3400
New York, New York 10048-0203
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
$.732 Series A Convertible Preferred Stock
Item 2(e) CUSIP Number:
802012401
Item 3(e) X Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
Item 4(a) Amount Beneficially Owned: 825,000 shares
Item 4(b) Percent of Class: 7.71%
Item 4(c)(i) Sole Power to vote or to direct the vote - 0
Item 4(c)(ii) Shared power to vote or to direct the vote - 0
Item 4(c)(iii) Sole power to dispose or to direct the disposition
of - 0
Item 4(c)(iv) Shared power to dispose or to direct the
disposition of - 825,000 shares
Item 5 Ownership to 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
person has ceased to be the beneficial owner of
more than 5% of the class of securities, check the
following:
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below, I certify that, to the best of
my knowledge and belief, the securities referred
to above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect.
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.
Date: February 5, 1997
Signature: /s/ Merryl Hoffman
________________________________________
Name/Title: Merryl Hoffman, Vice President
<PAGE>
EXHIBIT A
The Board of Directors or Trustees of the registered
investment companies managed by OppenheimerFunds, Inc. ("OFI") and
owning shares of the issuer can direct the disposition of dividends
received by such funds and can dispose of such securities.
Additionally, OFI shares the power to dispose of such securities
with the Board of Directors or Trustees of such funds; however, the
Board of Directors or Trustees of such fund has delegated these
responsibilities to OFI as the fund's investment advisor under its
investment advisory agreement. OFI has an interest relating to
five (5%) percent or more of such securities as disclosed on Page
2 hereof, by virtue of the interest of five percent (5%) or more of
such securities by Oppenheimer Equity Income Fund, as disclosed on
pages 3 and 4 hereof. OFI disclaims ownership of such securities,
except as expressly stated herein.
<PAGE>
EXHIBIT B
The undersigned investment company hereby acknowledges and
agrees that a report on Schedule 13G being filed by
OppenheimerFunds, Inc. on or about the date hereof, relating to the
preferred stock of Santa Fe Energy Resources, Inc., is filed on
behalf of the undersigned.
Dated: February 5, 1997
Oppenheimer Equity Income Fund
By: /s/ Robert G. Zack
Robert G. Zack
Assistant Secretary
SEC\santa#1.13g
