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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
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                               AMENDMENT NO. 1 TO

                                    FORM 8-K



     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



                         Date of Report:  June 18, 1997

                         BELLWETHER EXPLORATION COMPANY
                                        
             (Exact name of registrant as specified in its charter)



           DELAWARE                     0-9498                 76-0437769     
(State or other jurisdiction of       (Commission              Applied for    
incorporation or organization)       File Number)             (IRS Employer   
                                                           Identification No.) 
                                              

                 1331 Lamar Suite 1455    Houston, Texas  77010


                    (Address of principal executive offices)



Registrant's telephone number, including area code:   713-650-1025



         (Former name or former address, if changed since last report.)



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Item 4. Changes in Registrant's Certifying Accountants.


      (a) In anticipation of its approaching year-end, the Registrant terminated
the engagement of Deloitte & Touche LLP ("D&T") as the Registrant's principal
independent accountants responsible for auditing all of the Registrant's
financial statements, effective on or about June 18, 1997.

      D&T's reports on the Registrant's financial statements for each of the
past two fiscal years neither contained an adverse opinion or a disclaimer of
opinion nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles.

      The Registrant intends to obtain the approval of the Board of Directors of
the selection of the new accountants within the next month.  The decision to
change accountants was not based upon a formal recommendation of the Board of
Directors, however certain directors participated in the decision process.

      The Registrant believes that during its two most recent fiscal years and
the subsequent interim periods, there was, with regard to D&T, neither any
disagreement of the type described in Item 304(a) (1) (iv) of Regulation S-K nor
any reportable event of the type described in Item 304(a) (1) (v) of Regulation
S-K.

      The Registrant has sent a copy of the disclosures made herein to D&T not
later than the day that this form was filed with the Securities and Exchange
Commission and has requested such auditors to provide the Registrant with a
letter stating whether or not D&T agrees with the statements made herein and, if
not, stating the respects in which D&T does not agree.  When received, such
letter will be attached as an exhibit to this Form 8-K by amendment.

      (b) On or about June 18, 1997 the Registrant engaged the services of KPMG
Peat Marwick LLP as its new principal independent accountants and auditors to
audit all of the Registrant's financial statements.


Item 7.  Financial Statements and Exhibits

      (c)  Exhibits

      16.1  Letter addressed to Securities an Exchange Commission from Deloitte
            & Touche LLP

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      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned hereunto duly authorized.




Date: July 8, 1997                     BELLWETHER EXPLORATION COMPANY



                                       By:/s/ Charles C. Green, III
                                          ---------------------------------
                                          Charles C. Green, III 
                                          Executive Vice President
                                          and Chief Financial Officer

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