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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Bellwether Exploration Company
(Name of Issuer)
Common Stock, no par
value
(Title of Class of Securities)
079-895-108
(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") 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No.: 079-895-108 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Allstate Corporation
36-3871531
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
N/A
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- -------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,290,584
SHARES
- --------------------------- -------- ------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
- --------------------------- -------- ------------------------------------------
REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER
1,290,584
- --------------------------- -------- ------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------- -------- ------------------------------------------
- --------------------------- -------- ------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,290,584
- ----------- -------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES*
n/a
- ----------- -------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.32%
- ----------- -------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- ----------- -------------------------------------------------------------------
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1 (a) Name of Issuer:
Bellwether Exploration Company
(b) Address of Issuer's Principal Executive
Offices:
1331 Lamar, Suite 1455
Houston, Texas 77010
Item 2 (a) Name of Person Filing:
The Allstate Corporation
(b) Address of Principal Business Office:
2775 Sanders Road
Northbrook, Illinois 60062-6127
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number: 079-895-108
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the
person filing is a:
(a) ( ) Broker or Dealer registered under Section 15
of the Act
(b) ( ) Bank as defined in section 3(a)(6) of the
Act
(c) ( ) Insurance Company as defined in Section 3(a)
(19) of the Act
(d) ( ) Investment Company registered under section
8 of the Investment Company Act
(e) ( ) Investment Adviser registered under section
203 of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which
is subject to the provisions of the Employee
Retirement Income Security Act of 1974
or Endowment Fund; see subparagraph
240.13d-1(b)(1)(ii)(F)
(g) (XX) Parent Holding Company, in accordance with
sub-paragraph 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) ( ) Group, in accordance with subparagraph
240.13d-1 (b)(1)(ii)(H)
Page 3 of 5 Pages
Item 4 Ownership.
If the percent of the class owned, as of
December 31 of the year covered by the
statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide
the following information as of that date
and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned:
1,290,584
(b) Percent of Class:
9.32%
(c) Number of shares as to which such person (1)
has:
(i) sole power to vote or to direct
the vote
1,290,584
(ii) shared power to vote or to direct
the vote
0
(iii) sole power to dispose or to
direct the disposition of
1,290,584
(iv) shared power to dispose or to
direct the disposition of
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 person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following ( ).
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Allstate Insurance Company, a wholly-owned subsidiary of The Allstate
Corporation, beneficially owns the shares of common stock of the Issuer
listed above in Item 4(a).
Page 4 of 5 Pages
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on by the Parent Holding
Company.
Allstate Insurance Company is an insurance
company as that term is defined in Section
3(a)(19) of the Securities Exchange Act of
1934.
Item 8 Identification and Classification of Members of the Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
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: September 9, 1997
THE ALLSTATE CORPORATION
By ALLSTATE INSURANCE COMPANY
By: /s/ Mary J. McGinn
------------------
Mary J. McGinn
Vice President
Page 5 of 5 Pages