UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                            SCHEDULE 13G
                                  
              Under the Securities Exchange Act of 1934
                         (Amendment No. 1 )*

                          (Name of Issuer)
                       Bellwether Exploration
                                  
                   (Title of Class of Securities)
                            Common Stock
                                  
                                  
                           (CUSIP Number)
                              079895207

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 such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting
persons 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).

1  NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO.
OF PERSON
     THOMSON HORSTMANN & BRYANT, INC.
     13-3163794

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   N/A

3  SEC USE ONLY

4  CITIZENSHIP OR PLACE OF ORGANIZATION
     A NEW YORK CORPORATION
     SADDLE BROOK, NJ  07663

5  SOLE VOTING POWER
     0

6  SHARED VOTING POWER
     0

7  SOLE DISPOSITIVE POWER
     0

8  SHARED DISPOSITIVE POWER
     NONE

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   0

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
     0%

12  TYPE OF REPORTING PERSON *
     IA

ITEM 1.
     (A) BELLWETHER EXPLORATION
     (B) 1221 LAMAR ST., SUITE 1600, HOUSTON, TX 77010-3039

ITEM 2.
     (A) THOMSON HORSTMANN & BRYANT, INC.
     (B) PARK 80 WEST, PLAZA TWO, SADDLE BROOK, NJ 07663
     (C) A NEW YORK CORPORATION
     (D) COMMON
     (E) 079895207

ITEM 3.
     (E) INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT              ADVISERS ACT OF 1940

ITEM 4.
     (A)  0
     (B)  0%
     (C) (I)          0
          (II)        0
          (III)       0
          (IV)     NONE

ITEM 5.  N/A

ITEM 6.  N/A

ITEM 7.  N/A

ITEM 8.  N/A

ITEM 9.  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 purposes 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.

                                   Richard A. Horstmann, VP
                                   Date:   1/7/97