<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1995.
                                                      REGISTRATION NO.  33-____

================================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

                             --------------------

                                   FORM  S-8
                            REGISTRATION  STATEMENT
                                     UNDER
                         THE  SECURITIES  ACT  OF  1933

                              BJ SERVICES COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
    <S>                                                                      <C>
                DELAWARE                                                           63-0084140
    (STATE OR OTHER JURISDICTION OF                                             (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                                          IDENTIFICATION NUMBER)
</TABLE>
                          5500 NORTHWEST CENTRAL DRIVE
                             HOUSTON, TEXAS  77092
         (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                  THE WESTERN COMPANY RETIREMENT SAVINGS PLAN
                                  (AS AMENDED)
                            (FULL TITLE OF THE PLAN)

                         MARGARET BARRETT SHANNON, ESQ.
                              BJ SERVICES COMPANY
                 VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
                          5500 NORTHWEST CENTRAL DRIVE
                             HOUSTON, TEXAS  77092
                                 (713) 462-4239
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             --------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:  SALES TO THE PARTICIPANTS IN
  THE PLAN OF THE SECURITIES REGISTERED HEREUNDER ARE EXPECTED TO OCCUR FROM
     TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT,
                 SUBJECT TO THE TERMS OF THE PLAN, AS AND WHEN
                           PROVIDED FOR IN THE PLAN.

                             --------------------

                       CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                              PROPOSED 
                                                                            PROPOSED          MAXIMUM  
                                                                            MAXIMUM           AGGREGATE
                                                      AMOUNT TO BE       OFFERING PRICE       OFFERING              AMOUNT OF    
TITLE OF SECURITIES TO BE REGISTERED                 REGISTERED(1)        PER SHARE(2)        PRICE(2)           REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>                   <C>                  <C>
SHARES OF COMMON STOCK, $0.10 PAR VALUE(3)                60,000           $21.38                $1,282,800           $443.00
====================================================================================================================================
                                                                                                  
</TABLE>

(1)      The number of the Company's Shares of Common Stock registered herein is
         subject to adjustment to prevent dilution resulting from stock splits,
         stock dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) based on the average of the high and low
         prices of the Company's Shares of Common Stock on the New York Stock
         Exchange Composite Tape on April 10, 1995.
(3)      Includes the preferred share purchase rights associated with the
         Common Stock.


         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

================================================================================
                
                
<PAGE>   2

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE

                 This Registration Statement on Form S-8 hereby incorporates by
reference the contents of the following documents filed by BJ Services Company
(the "Company") and The Western Company Retirement Savings Plan (the "Plan")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"):

                 (a)      The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, and the Plan's Annual Report on Form 11-K
for the fiscal year ended December 31, 1993;

                 (b)      The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994 and Current Reports on Form 8-K dated March 7,
1995, and April 13, 1995; and

                 (c)      The description of the Common Stock of the Company,
contained in the Registration Statement on Form 8-A (Registration No. 1-10570)
filed by the Company under the Exchange Act; the description of the Company's
preferred share purchase rights included in the Company's Registration
Statement on Form 8-A dated January 12, 1994, and the Company's Registration
Statements on Form 8-A/A dated August 26, 1994, and September 22, 1994; and the
description of the Series Two Junior Participating Preferred Stock of the
Company included in the Company's Registration Statement on Form 8-A dated
January 12, 1994, and the Company's Registration Statements on Form 8-A/A dated
August 26, 1994, and September 22, 1994.

                 All documents filed by the Company and by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
a part thereof from the date of filing of the documents.  Statements contained
in the foregoing documents incorporated by reference shall be deemed to be
modified or superseded hereby to the extent that statements contained in this
Prospectus, or in any subsequently filed documents that are amendments hereto
or that are incorporated herein by reference, shall modify or replace such
statements.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Certain legal matters with respect to the securities offered
hereby will be passed upon for the Company by Andrews & Kurth L.L.P.

                 The financial statements and related financial statement
schedules incorporated in this Registration Statement by reference from the
Company's Annual Report on Form 10-K for the year ended September 30, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                 The financial statements incorporated by reference in this
Prospectus by reference to the Annual Report on Form 11-K of The Western
Company Retirement Savings Plan for the year ended December 31, 1993, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
<PAGE>   3
ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Company is governed by Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL") which permits a
corporation to indemnify certain persons, including officers and directors, who
are (or are threatened to be made) parties to any threatened, pending or
completed action or suit (other than an action by or in the right of the
corporation) by reason of their being directors, officers or other agents of
the corporation.

                 The Company's Certificate of Incorporation provides that no
director of the Company shall be held personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.  The Company's Certificate of
Incorporation also provides that if the DGCL is amended to authorize further
limitation or elimination of the personal liability of directors, then the
liability of the Company's directors shall be limited or eliminated to the full
extent permitted by the DGCL.

                 Section 16 of Article III of the Company's Bylaws provides as
follows: (a) The Company shall indemnify every person who is or was a party or
is or was threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company or any
of its direct or indirect wholly owned subsidiaries or, while a director,
officer, employee or agent of the Company or any of its direct or indirect
wholly owned subsidiaries, is or was serving at the request of the Company or
any of its direct or indirect wholly owned subsidiaries, as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the full extent permitted by applicable laws provided that the
Company shall not be obligated to indemnify any such person against any such
action, suit or proceeding which is brought by such person against the Company
or any of its direct or indirect wholly owned subsidiaries or the directors of
the Company or any of its direct or indirect wholly owned subsidiaries, other
than an action brought by such person to enforce his rights to indemnification
hereunder, unless a majority of the Board of Directors of the Company shall
have previously approved the bringing of such action, suit or proceeding.  The
Company shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was licensed to practice law and an employee (including an employee who
is or was an officer) of the Company or any of its direct or indirect wholly
owned subsidiaries and, while acting in the course of such employment committed
or is alleged to have committed any negligent acts, errors or omissions in
rendering professional legal services at the request of the Company or pursuant
to his employment (including, without limitation, rendering written or oral
legal opinions to third parties) against expenses (including counsel fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable law; provided that the Company shall not be
obligated to indemnify any such person against any action, suit or proceeding
arising out of any adjudicated criminal, dishonest or fraudulent acts, errors
or omissions of such person or any adjudicated willful, intentional or
malicious acts, errors or omissions of such person.

                 (b)      Expenses incurred by an officer or director of the
Company or any of its direct or indirect wholly owned subsidiaries in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this




                                     II-2
<PAGE>   4
Section 16.  Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                 (c)      The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 16 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Company's Certificate of Incorporation, the Certificate of Incorporation or
Bylaws or other governing documents of any direct or indirect wholly owned
subsidiary of the Company, or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding any of the
positions or having any of the relationships referred to in this Section 16.

ITEM 8.          LIST OF EXHIBITS.

                 The Company will submit the Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.

<TABLE>
     <S>              <C>
     4.1              Certificate of Designation of Series Two Junior Participating Preferred Stock of BJ Services (filed as
                      exhibit to BJ Services' Registration Statement on Form 8-A dated January 12, 1994, and incorporated herein
                      by reference).

     4.2              Stockholder Rights Agreement dated as of January 12, 1994, between BJ Services and First Chicago Trust
                      Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement on Form 8-A
                      dated January 12, 1994, and incorporated herein by reference).

     4.3              First Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated August 26, 1994 and incorporated herein by reference).

     4.4              Second Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated September 22, 1994 and incorporated herein by reference).

     4.5              The Western Company Retirement Savings Plan, as amended and restated effective as of January 1, 1994.

     4.6              Amendment No. 1 to The Western Company Retirement Savings Plan, effective as of March 9, 1995.

     4.7              Second Amendment to The Western Company Retirement Savings Plan, effective as of April 13, 1995.

     4.8              Amendment and Restatement of Trust Agreement for The Western Company Retirement Savings Plan, effective as
                      of July 1, 1992.

     4.9              First Amendment to the Amendment and Restatement of Trust Agreement, effective as of April 13, 1995.

     5.1              Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.
</TABLE>




                                     II-3
<PAGE>   5
<TABLE>
     <S>              <C>
     23.1             The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is 
                      contained in the opinion filed as Exhibit 5.1.

     23.2             The Consent of Deloitte & Touche LLP to the incorporation by reference of their report with respect to the
                      Company.

     23.3             The Consent of Price Waterhouse LLP to the incorporation by reference of their report with respect to the
                      Plan.

     24.1             A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included
                      on the signature pages contained in Part II of this Registration Statement.
</TABLE>


ITEM 9.  UNDERTAKINGS.

                 The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
         events arising after the effective date of the registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in
         the information set forth in the registration statement;

                          (iii)   To include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement:

                 Provided, however, that paragraphs (1)(i) and (1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934
         that are incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                 The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



                                     II-4
<PAGE>   6
                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.




                                     II-5
<PAGE>   7


                                   SIGNATURES

              The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 14th day of April, 1995.

                                        BJ SERVICES COMPANY
                                        (Registrant)


                                        By:      /s/J.W. Stewart
                                           -------------------------------------
                                           J. W. Stewart
                                           President and Chief Executive Officer





                                     II-6
<PAGE>   8
              Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

                               POWER OF ATTORNEY

              Each person whose signature appears below appoints J. W. Stewart
and Margaret Barrett Shannon, and each of them acting alone, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or would do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
                 SIGNATURE                                   TITLE                                  DATE
                 ---------                                   -----                                  ----
        <S>                                                                                      <C>
             /s/ J. W. Stewart              Chairman of the Board, President                     April 14, 1995
             -----------------              and Chief Executive Officer; Director                             
               J. W. Stewart                (Principal Executive Officer)        
                                                                                 
                                            

            /s/ Michael McShane             Vice President-Finance                               April 14, 1995
            -------------------             and Chief Financial Officer; Director                             
              Michael McShane               (Principal Financial Officer)         
                                                                                  
                                           

         /s/ Matthew D. Fitzgerald          Controller                                           April 14, 1995
         -------------------------          (Principal Accounting Officer)
           Matthew D. Fitzgerald                                          
                                            

        /s/ L. William Heiligbrodt          Director                                             April 14, 1995
        --------------------------                                                                    
          L. William Heiligbrodt


             /s/ John R. Huff               Director                                             April 14, 1995
             ----------------                                                                                 
               John R. Huff


             /s/ Don D. Jordan              Director                                             April 14, 1995
             -----------------                                                                                
               Don D. Jordan


             /s/ R. A. LeBlanc              Director                                             April 14, 1995
             -----------------                                                                                 
               R. A. LeBlanc


          /s/ James E. McCormick            Director                                             April 14, 1 995
          ----------------------                                                                               
            James E. McCormick
</TABLE>




                                     II-7





<PAGE>   9
              The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Committee appointed to administer The Western Company Retirement
Savings Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 14th day of April, 1995.



                                        
                                        THE WESTERN COMPANY
                                        RETIREMENT SAVINGS PLAN


                                        By:            /s/ Matthew D. Fitzgerald
                                            ------------------------------------
                                            Name:     Matthew D. Fitzgerald
                                                      Member, Benefits Committee

                                        By:           /s/ Steve Wright
                                            ------------------------------------
                                            Name:     Steve Wright
                                                      Member, Benefits Committee

                                        By:           /s/ Taylor M. Whichard
                                            ------------------------------------
                                            Name:     Taylor M. Whichard
                                                      Member, Benefits Committee

                                        By:           /s/ G.R. Goodarzi
                                            ------------------------------------
                                            Name:     G.R. Goodarzi
                                                      Member, Benefits Committee

                                        By:           /s/ Thomas H. Koops
                                            ------------------------------------
                                            Name:     Thomas H. Koops
                                                      Member, Benefits Committee

                                        By:           /s/ Kenneth A. Williams
                                            ------------------------------------
                                            Name:     Kenneth A. Williams
                                                      Member, Benefits Committee

                                        By:           /s/ Margaret B. Shannon
                                            ------------------------------------
                                            Name:     Margaret B. Shannon
                                                      Member, Benefits Committee



                                     II-8






<PAGE>   10

                              INDEX TO EXHIBITS
<TABLE>
     <S>              <C>
     4.1              Certificate of Designation of Series Two Junior Participating Preferred Stock of BJ Services (filed as
                      exhibit to BJ Services' Registration Statement on Form 8-A dated January 12, 1994, and incorporated herein
                      by reference).

     4.2              Stockholder Rights Agreement dated as of January 12, 1994, between BJ Services and First Chicago Trust
                      Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement on Form 8-A
                      dated January 12, 1994, and incorporated herein by reference).

     4.3              First Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated August 26, 1994 and incorporated herein by reference).

     4.4              Second Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated September 22, 1994 and incorporated herein by reference).

     4.5              The Western Company Retirement Savings Plan, as amended and restated effective as of January 1, 1994.

     4.6              Amendment No. 1 to The Western Company Retirement Savings Plan, effective as of March 9, 1995.

     4.7              Second Amendment to The Western Company Retirement Savings Plan, effective as of April 13, 1995.

     4.8              Amendment and Restatement of Trust Agreement for The Western Company Retirement Savings Plan, effective as
                      of July 1, 1992.

     4.9              First Amendment to the Amendment and Restatement of Trust Agreement, effective as of April 13, 1995.

     5.1              Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.

    23.1              The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is 
                      contained in the opinion filed as Exhibit 5.1.

    23.2              The Consent of Deloitte & Touche LLP to the incorporation by reference of their report with respect to the
                      Company.

    23.3              The Consent of Price Waterhouse LLP to the incorporation by reference of their report with respect to the
                      Plan.

    24.1              A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included
                      on the signature pages contained in Part II of this Registration Statement.
</TABLE>
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{"company-data": {"conformed-name": "BJ SERVICES CO", "cik": "0000864328", "assigned-sic": "1389", "irs-number": "630084140", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58639", "film-number": "95529031"}, "business-address": {"street1": "5500 NW CENTRAL DR", "city": "HOUSTON", "state": "TX", "zip": "77210", "phone": "713-462-4239"}, "mail-address": {"street1": "5500 NORTHWEST CENTRAL DR", "street2": "5500 NORTHWEST CENTRAL DR", "city": "HOUSTON", "state": "TX", "zip": "77092"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1995.
                                                      REGISTRATION NO.  33-____

================================================================================

                     SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

                             --------------------

                                   FORM  S-8
                            REGISTRATION  STATEMENT
                                     UNDER
                         THE  SECURITIES  ACT  OF  1933

                              BJ SERVICES COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                                           63-0084140
    (STATE OR OTHER JURISDICTION OF                                             (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                                          IDENTIFICATION NUMBER)
5500 NORTHWEST CENTRAL DRIVE
                             HOUSTON, TEXAS  77092
         (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                  THE WESTERN COMPANY RETIREMENT SAVINGS PLAN
                                  (AS AMENDED)
                            (FULL TITLE OF THE PLAN)

                         MARGARET BARRETT SHANNON, ESQ.
                              BJ SERVICES COMPANY
                 VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
                          5500 NORTHWEST CENTRAL DRIVE
                             HOUSTON, TEXAS  77092
                                 (713) 462-4239
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                             --------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:  SALES TO THE PARTICIPANTS IN
  THE PLAN OF THE SECURITIES REGISTERED HEREUNDER ARE EXPECTED TO OCCUR FROM
     TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT,
                 SUBJECT TO THE TERMS OF THE PLAN, AS AND WHEN
                           PROVIDED FOR IN THE PLAN.

                             --------------------

                       CALCULATION  OF  REGISTRATION  FEE
====================================================================================================================================
                                                                                              PROPOSED 
                                                                            PROPOSED          MAXIMUM  
                                                                            MAXIMUM           AGGREGATE
                                                      AMOUNT TO BE       OFFERING PRICE       OFFERING              AMOUNT OF    
TITLE OF SECURITIES TO BE REGISTERED                 REGISTERED(1)        PER SHARE(2)        PRICE(2)           REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
SHARES OF COMMON STOCK, $0.10 PAR VALUE(3)                60,000           $21.38                $1,282,800           $443.00
====================================================================================================================================
(1)      The number of the Company's Shares of Common Stock registered herein is
         subject to adjustment to prevent dilution resulting from stock splits,
         stock dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) based on the average of the high and low
         prices of the Company's Shares of Common Stock on the New York Stock
         Exchange Composite Tape on April 10, 1995.
(3)      Includes the preferred share purchase rights associated with the
         Common Stock.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

================================================================================
2

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.          INCORPORATION OF DOCUMENTS BY REFERENCE

                 This Registration Statement on Form S-8 hereby incorporates by
reference the contents of the following documents filed by BJ Services Company
(the "Company") and The Western Company Retirement Savings Plan (the "Plan")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act"):

                 (a)      The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, and the Plan's Annual Report on Form 11-K
for the fiscal year ended December 31, 1993;

                 (b)      The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1994 and Current Reports on Form 8-K dated March 7,
1995, and April 13, 1995; and

                 (c)      The description of the Common Stock of the Company,
contained in the Registration Statement on Form 8-A (Registration No. 1-10570)
filed by the Company under the Exchange Act; the description of the Company's
preferred share purchase rights included in the Company's Registration
Statement on Form 8-A dated January 12, 1994, and the Company's Registration
Statements on Form 8-A/A dated August 26, 1994, and September 22, 1994; and the
description of the Series Two Junior Participating Preferred Stock of the
Company included in the Company's Registration Statement on Form 8-A dated
January 12, 1994, and the Company's Registration Statements on Form 8-A/A dated
August 26, 1994, and September 22, 1994.

                 All documents filed by the Company and by the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
a part thereof from the date of filing of the documents.  Statements contained
in the foregoing documents incorporated by reference shall be deemed to be
modified or superseded hereby to the extent that statements contained in this
Prospectus, or in any subsequently filed documents that are amendments hereto
or that are incorporated herein by reference, shall modify or replace such
statements.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

                 Certain legal matters with respect to the securities offered
hereby will be passed upon for the Company by Andrews & Kurth L.L.P.

                 The financial statements and related financial statement
schedules incorporated in this Registration Statement by reference from the
Company's Annual Report on Form 10-K for the year ended September 30, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                 The financial statements incorporated by reference in this
Prospectus by reference to the Annual Report on Form 11-K of The Western
Company Retirement Savings Plan for the year ended December 31, 1993, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
3
ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Company is governed by Section 145 of the General
Corporation Law of the State of Delaware (the "DGCL") which permits a
corporation to indemnify certain persons, including officers and directors, who
are (or are threatened to be made) parties to any threatened, pending or
completed action or suit (other than an action by or in the right of the
corporation) by reason of their being directors, officers or other agents of
the corporation.

                 The Company's Certificate of Incorporation provides that no
director of the Company shall be held personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the DGCL or (iv) for any transaction from which the
director derived an improper personal benefit.  The Company's Certificate of
Incorporation also provides that if the DGCL is amended to authorize further
limitation or elimination of the personal liability of directors, then the
liability of the Company's directors shall be limited or eliminated to the full
extent permitted by the DGCL.

                 Section 16 of Article III of the Company's Bylaws provides as
follows: (a) The Company shall indemnify every person who is or was a party or
is or was threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company or any
of its direct or indirect wholly owned subsidiaries or, while a director,
officer, employee or agent of the Company or any of its direct or indirect
wholly owned subsidiaries, is or was serving at the request of the Company or
any of its direct or indirect wholly owned subsidiaries, as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the full extent permitted by applicable laws provided that the
Company shall not be obligated to indemnify any such person against any such
action, suit or proceeding which is brought by such person against the Company
or any of its direct or indirect wholly owned subsidiaries or the directors of
the Company or any of its direct or indirect wholly owned subsidiaries, other
than an action brought by such person to enforce his rights to indemnification
hereunder, unless a majority of the Board of Directors of the Company shall
have previously approved the bringing of such action, suit or proceeding.  The
Company shall indemnify every person who is or was a party or is or was
threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was licensed to practice law and an employee (including an employee who
is or was an officer) of the Company or any of its direct or indirect wholly
owned subsidiaries and, while acting in the course of such employment committed
or is alleged to have committed any negligent acts, errors or omissions in
rendering professional legal services at the request of the Company or pursuant
to his employment (including, without limitation, rendering written or oral
legal opinions to third parties) against expenses (including counsel fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable law; provided that the Company shall not be
obligated to indemnify any such person against any action, suit or proceeding
arising out of any adjudicated criminal, dishonest or fraudulent acts, errors
or omissions of such person or any adjudicated willful, intentional or
malicious acts, errors or omissions of such person.

                 (b)      Expenses incurred by an officer or director of the
Company or any of its direct or indirect wholly owned subsidiaries in defending
a civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this

                                     II-2
4
Section 16.  Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

                 (c)      The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 16 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Company's Certificate of Incorporation, the Certificate of Incorporation or
Bylaws or other governing documents of any direct or indirect wholly owned
subsidiary of the Company, or any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding any of the
positions or having any of the relationships referred to in this Section 16.

ITEM 8.          LIST OF EXHIBITS.

                 The Company will submit the Plan and any amendment thereto to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.
4.1              Certificate of Designation of Series Two Junior Participating Preferred Stock of BJ Services (filed as
                      exhibit to BJ Services' Registration Statement on Form 8-A dated January 12, 1994, and incorporated herein
                      by reference).

     4.2              Stockholder Rights Agreement dated as of January 12, 1994, between BJ Services and First Chicago Trust
                      Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement on Form 8-A
                      dated January 12, 1994, and incorporated herein by reference).

     4.3              First Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated August 26, 1994 and incorporated herein by reference).

     4.4              Second Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated September 22, 1994 and incorporated herein by reference).

     4.5              The Western Company Retirement Savings Plan, as amended and restated effective as of January 1, 1994.

     4.6              Amendment No. 1 to The Western Company Retirement Savings Plan, effective as of March 9, 1995.

     4.7              Second Amendment to The Western Company Retirement Savings Plan, effective as of April 13, 1995.

     4.8              Amendment and Restatement of Trust Agreement for The Western Company Retirement Savings Plan, effective as
                      of July 1, 1992.

     4.9              First Amendment to the Amendment and Restatement of Trust Agreement, effective as of April 13, 1995.

     5.1              Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.
II-3
5
23.1             The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is 
                      contained in the opinion filed as Exhibit 5.1.

     23.2             The Consent of Deloitte & Touche LLP to the incorporation by reference of their report with respect to the
                      Company.

     23.3             The Consent of Price Waterhouse LLP to the incorporation by reference of their report with respect to the
                      Plan.

     24.1             A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included
                      on the signature pages contained in Part II of this Registration Statement.
ITEM 9.  UNDERTAKINGS.

                 The undersigned registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this registration
         statement:

                          (i)     To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
         events arising after the effective date of the registration statement
         (or the most recent post-effective amendment thereof) which,
         individually or in the aggregate, represent a fundamental change in
         the information set forth in the registration statement;

                          (iii)   To include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement:

                 Provided, however, that paragraphs (1)(i) and (1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934
         that are incorporated by reference in the registration statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

                 The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                     II-4
6
                 Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                     II-5
7

                                   SIGNATURES

              The Registrant.  Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 14th day of April, 1995.

                                        BJ SERVICES COMPANY
                                        (Registrant)

                                        By:      /s/J.W. Stewart
                                           -------------------------------------
                                           J. W. Stewart
                                           President and Chief Executive Officer

                                     II-6
8
              Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

                               POWER OF ATTORNEY

              Each person whose signature appears below appoints J. W. Stewart
and Margaret Barrett Shannon, and each of them acting alone, as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, and grants unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or would do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE                                   TITLE                                  DATE
                 ---------                                   -----                                  ----
/s/ J. W. Stewart              Chairman of the Board, President                     April 14, 1995
             -----------------              and Chief Executive Officer; Director                             
               J. W. Stewart                (Principal Executive Officer)        
                                                                                 
                                            

            /s/ Michael McShane             Vice President-Finance                               April 14, 1995
            -------------------             and Chief Financial Officer; Director                             
              Michael McShane               (Principal Financial Officer)         
                                                                                  
                                           

         /s/ Matthew D. Fitzgerald          Controller                                           April 14, 1995
         -------------------------          (Principal Accounting Officer)
           Matthew D. Fitzgerald                                          
                                            

        /s/ L. William Heiligbrodt          Director                                             April 14, 1995
        --------------------------                                                                    
          L. William Heiligbrodt

             /s/ John R. Huff               Director                                             April 14, 1995
             ----------------                                                                                 
               John R. Huff

             /s/ Don D. Jordan              Director                                             April 14, 1995
             -----------------                                                                                
               Don D. Jordan

             /s/ R. A. LeBlanc              Director                                             April 14, 1995
             -----------------                                                                                 
               R. A. LeBlanc

          /s/ James E. McCormick            Director                                             April 14, 1 995
          ----------------------                                                                               
            James E. McCormick
II-7
9
              The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Committee appointed to administer The Western Company Retirement
Savings Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on the 14th day of April, 1995.

                                        
                                        THE WESTERN COMPANY
                                        RETIREMENT SAVINGS PLAN

                                        By:            /s/ Matthew D. Fitzgerald
                                            ------------------------------------
                                            Name:     Matthew D. Fitzgerald
                                                      Member, Benefits Committee

                                        By:           /s/ Steve Wright
                                            ------------------------------------
                                            Name:     Steve Wright
                                                      Member, Benefits Committee

                                        By:           /s/ Taylor M. Whichard
                                            ------------------------------------
                                            Name:     Taylor M. Whichard
                                                      Member, Benefits Committee

                                        By:           /s/ G.R. Goodarzi
                                            ------------------------------------
                                            Name:     G.R. Goodarzi
                                                      Member, Benefits Committee

                                        By:           /s/ Thomas H. Koops
                                            ------------------------------------
                                            Name:     Thomas H. Koops
                                                      Member, Benefits Committee

                                        By:           /s/ Kenneth A. Williams
                                            ------------------------------------
                                            Name:     Kenneth A. Williams
                                                      Member, Benefits Committee

                                        By:           /s/ Margaret B. Shannon
                                            ------------------------------------
                                            Name:     Margaret B. Shannon
                                                      Member, Benefits Committee

                                     II-8
10

                              INDEX TO EXHIBITS
4.1              Certificate of Designation of Series Two Junior Participating Preferred Stock of BJ Services (filed as
                      exhibit to BJ Services' Registration Statement on Form 8-A dated January 12, 1994, and incorporated herein
                      by reference).

     4.2              Stockholder Rights Agreement dated as of January 12, 1994, between BJ Services and First Chicago Trust
                      Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement on Form 8-A
                      dated January 12, 1994, and incorporated herein by reference).

     4.3              First Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated August 26, 1994 and incorporated herein by reference).

     4.4              Second Amendment to Stockholder Rights Agreement dated as of June 22, 1994, between BJ Services and First
                      Chicago Trust Company of New York, as Rights Agent (filed as exhibit to BJ Services' Registration Statement
                      on Form 8-A/A dated September 22, 1994 and incorporated herein by reference).

     4.5              The Western Company Retirement Savings Plan, as amended and restated effective as of January 1, 1994.

     4.6              Amendment No. 1 to The Western Company Retirement Savings Plan, effective as of March 9, 1995.

     4.7              Second Amendment to The Western Company Retirement Savings Plan, effective as of April 13, 1995.

     4.8              Amendment and Restatement of Trust Agreement for The Western Company Retirement Savings Plan, effective as
                      of July 1, 1992.

     4.9              First Amendment to the Amendment and Restatement of Trust Agreement, effective as of April 13, 1995.

     5.1              Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.

    23.1              The consent of Andrews & Kurth L.L.P. to the use of their opinion in this Registration Statement is 
                      contained in the opinion filed as Exhibit 5.1.

    23.2              The Consent of Deloitte & Touche LLP to the incorporation by reference of their report with respect to the
                      Company.

    23.3              The Consent of Price Waterhouse LLP to the incorporation by reference of their report with respect to the
                      Plan.

    24.1              A power of attorney, pursuant to which amendments to this Registration Statement may be filed, is included
                      on the signature pages contained in Part II of this Registration Statement.