OMB APPROVAL
OMB Number: 3235-0145
Expires:  October 31, 1997
Estimated average burden hours per form14.90

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

                    SCHEDULE 13D
                  (RULE 13d - 101)

Information to be included in statements filed pursuant to
13d-1(a) and amendments thereto filed pursuant to 13d-2(a)
(Amendment No.    1  )*

Tatham Offshore, Inc.
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

876628108
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor, New York, New York  10176, Tel:
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 15, 1997
(Date of Event which Requires Filing of this Statement)

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 .

Note:  Six copies of this statement, including all exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for
other parties to whom copies are to be sent.

*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 disclosures
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).

(Continued on the Following Pages)
(Page 1 of 10 Pages)
1    NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
     ONLY)
          Elliott Associates, L.P., a Delaware Limited
          Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

7    SOLE VOTING POWER
          13,344,336

8    SHARED VOTING POWER
          0

9    SOLE DISPOSITIVE POWER
          13,344,336

10   SHARED DISPOSITIVE POWER
          0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON
          13,344,336

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          31.12%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Westgate International, L.P., a Cayman Islands
          Limited Partnership

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH 

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER
          2,186,422

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          2,186,422

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          2,186,422

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          5.10%

14   TYPE OF REPORTING PERSON*
          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)
          Martley International, Inc., a Delaware corporation

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) 
     (b) 

3    SEC USE ONLY

4    SOURCE OF FUNDS*
          00

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)

6    CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 
REPORTING PERSON WITH

7    SOLE VOTING POWER
          0

8    SHARED VOTING POWER
          2,186,422

9    SOLE DISPOSITIVE POWER
          0

10   SHARED DISPOSITIVE POWER
          2,186,422

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON
          2,186,422

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES* 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          5.10%

14   TYPE OF REPORTING PERSON*
          CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.


     This statement is filed pursuant to Rule 13d-2(a) with
respect to securities owned by the reporting persons specified
herein as of October 30, 1997 and amends the Schedule 13D
filed on September 12, 1996 (the "Schedule 13D" and the
"Original Filing Date").  Except as set forth herein, the
Schedule 13D is hereby restated in its entirety.


ITEM 2.   Identity and Background

     (a)-(c)   The names of the persons filing this
statement on Schedule 13D are:  Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned
subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Martley
International, Inc., a Delaware corporation ("Martley").  Paul
E. Singer ("Singer") and Braxton Associates, L.P., a Delaware
limited partnership ("Braxton LP"), which is controlled by
Singer, are the general partners of Elliott.  Hambledon, Inc.,
a Cayman Islands corporation ("Hambledon"), is the sole
general partner of Westgate.  Martley is the investment
manager for Westgate.  Martley expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.

ELLIOTT

     The business address of Elliott is 712 Fifth Avenue,
36th Floor, New York, New York  10019.  

     The principal business of Elliott is to purchase, sell,
trade and invest in securities.

     SINGER

          Singer's business address is 712 Fifth Avenue,
     36th Floor, New York, New York  10019.

          Singer's principal occupation or employment is
     that of serving as general partner of Elliott and
     Braxton LP and president of Martley.

     BRAXTON LP

          The business address of Braxton LP is 712 Fifth
     Avenue, 36th Floor, New York, New York 10019.

          The principal business of Braxton LP is the
     furnishing of investment advisory services. 

          The names, business addresses, and present
     principal occupation or employment of the general
     partners of Braxton LP are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
      36th Floor
New York, New York
10019
General partner of
Elliott and
Braxton LP and
President of
Martley
Braxton
      Associates,
      Inc.
712 Fifth Avenue
      36th Floor
New York, New York
10019
The principal
business of
Braxton
Associates, Inc.
is serving as
general partner of
Braxton LP

          The name, business address, and present principal
     occupation or employment of each director and executive
     officer of Braxton Associates, Inc. are as follows:

      NAME
ADDRESSOCCUPATIONPaul E.
      Singer
712 Fifth Avenue
36th Floor
New York, New York 
10019

General partner of
Elliott and
Braxton LP and
President of
MartleyWESTGATE

     The business address of Westgate is Westgate
International, L.P., c/o Midland Bank Trust Corporation
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman,
Cayman Islands, British West Indies.  

     The principal business of Westgate is to purchase, sell,
trade and invest in securities.

     The name, business address, and present principal
occupation or employment of the general partner of Westgate
are as follows:

NAME:Hambledon, Inc.

ADDRESS:  Hambledon, Inc.
          c/o Midland Bank Trust Corporation 
          (Cayman) Limited
          P.O. Box 1109
          Mary Street
          Grand Cayman
          Cayman Islands
          British West Indies

OCCUPATION:The principal business of Hambledon is serving as
general partner of Westgate.

     HAMBLEDON, INC.

     The name, business address, and present principal
occupation or employment of each director and executive
officer of Hambledon are as follows:

NAME           ADDRESS             OCCUPATION
Paul E. Singer 712 Fifth Avenue    General partner of
               36th Floor          Elliott and
               New York, NY 10019  Braxton LP and
                                   President of Martley

MARTLEY INTERNATIONAL, INC.

     The business address of Martley is 712 Fifth Avenue,
36th Floor, New York, New York 10019.  

     The principal business of Martley is to act as
investment manager for Westgate.  

     The name, business address, and present principal
occupation or employment of each director and executive
officer of Martley are as follows:

NAME           ADDRESS            OCCUPATION
Paul E. Singer 712 Fifth Avenue    General partner of
               36th Floor         Elliott and Braxton
               New York, NY 10019    LP and President
                                  of Martley

     (d) and (e)  During the last five years, none of the
persons or entities above has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to 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 violation with respect
to such laws.  

     (f)  All of the natural persons listed above are
citizens of the United States of America.

ITEM 3.   Source and Amount of Funds or Other Consideration

     The source and amount of funds used by Elliott in making
purchases of the Common Stock beneficially owned by it are set
forth below.

SOURCE OF FUNDS                    AMOUNT OF FUNDS
Margin accounts maintained at      $7,857,457
Merrill Lynch, Pierce, Fenner and 
Smith Inc. and Bear, Stearns & 
Co. Inc.

     The source and amount of funds used by Westgate in
making purchases of the Common Stock beneficially owned by it
are set forth below.

SOURCE OF FUNDS                    AMOUNT OF FUNDS
Margin accounts maintained at      $1,275,000
First Chicago/NBD Corp. and
Merrill Lynch, Pierce, Fenner 
and Smith Inc.

ITEM 4.   Purpose of Transaction

     Each of Elliott and Westgate acquired the Common Stock
beneficially owned by it in the ordinary course of its trade
or business of purchasing, selling, trading and investing in
securities.  Martley has acted as investment manager with
respect to Westgate's acquisition of beneficial ownership of
Common Stock.

     Depending upon market conditions and other factors that
it may deem material, each of Elliott and Westgate may
purchase additional Common Stock or related securities or may
dispose of all or a portion of the Common Stock or related
securities that it now beneficially owns or may hereafter
acquire. 

     Jon Pollock, an employee of an affiliate of Elliott,
serves on the Issuer's Board of Directors.

     Except as set forth herein, none of Elliott, Westgate or
Martley has any plans or proposals which relate to or would
result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.

ITEM 5.   Interest in Securities of the Issuer

     Elliott owns 5,187,784 shares of Series A 12%
Convertible Exchangeable Preferred Stock (the "Preferred
Stock") which is convertible into 13,344,336 shares of Common
Stock, representing 31.12% of the outstanding shares of the
Common Stock.

     Westgate owns 850,000 shares of Preferred Stock which is
convertible into 2,186,422 shares of Common Stock,
representing 5.1% of the outstanding shares of Common Stock.

     Elliott and Westgate together beneficially own
15,530,758 shares of Common Stock, constituting 36.21% of all
outstanding shares of Common Stock.  

     (b)  Elliott has the power to vote or direct the vote
of, and to dispose or direct the disposition of, the Common
Stock beneficially owned by it.  

     Westgate has the shared power with Martley to vote or
direct the vote of, and to dispose or direct the disposition
of, the Common Stock owned by Westgate.  Information regarding
each of Westgate and Martley for the purposes of subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.

     (c)  The following transactions were effected by Elliott
since the Original Filing Date:

Date
Security  Amount of
  Shares
  Bought    
Approximate
Price per Share
(exclusive of
commissions)   
1/17/97Common Stock8,000$.750Common Stock36,000$.750
*
Common Stock139,000$.750*1/22/97Common Stock3,000$.7501/24/97
Common Stock
7,500$.72921/27/97Common Stock21,500$.7502/5/97
Common Stock
8,000$.7502/19/97Common Stock24,100$.7502/20/97
Common Stock
4,300$.68752/21/97Common Stock18,000$.64242/25/97
Common Stock
25,000$.625*2/27/97Common Stock5,000$.56252/28/97
Common Stock
15,000$.50

     The above transactions were effected by Elliott on
Instinet, except for those marked with an "*" which were
effected over-the-counter in New York.

     The following transactions were affected by Westgate
since the Original Filing Date:

Date
SecurityAmount of
Shares
Bought (Sold)
Approximate
Price per Share
(exclusive of
commissions)    
2/25/97Common Stock(25,000)$.625
     The above transaction was effected by Westgate over-the-
counter in New York.

     No other transactions were effected by Elliott or
Westgate since the Original Filing Date.

     (d)  No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
beneficially owned by Elliott.  

     No person other than Westgate has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Common Stock
beneficially owned by Westgate and Martley.

     (e)  Not applicable.  

ITEM 6.   Contracts, Arrangements, Understandings or
          Relationships With Respect to Securities of the
          Issuer

          Not applicable.

                      SIGNATURE

     After reasonable inquiry and to the best of its
knowledge and belief, the undersigned each certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.

Dated:  October 30, 1997 ELLIOTT ASSOCIATES, L.P.


                         By:/s/ Paul E. Singer      
                              Paul E. Singer
                              General Partner

                         WESTGATE INTERNATIONAL, L.P.

                         By: Martley International, Inc.,
                              as Attorney-in-Fact

                         By:/s/ Paul E. Singer      
                              Paul E. Singer
                              President

                         MARTLEY INTERNATIONAL, INC.


                         By:/s/ Paul E. Singer      
                              Paul E. Singer
                              President