<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)

                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)

                              BJ SERVICES COMPANY
                              1995 INCENTIVE PLAN

                            (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:  AS SOON AS PRACTICABLE
 AND FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                                                    PROPOSED  
                                                                    PROPOSED        MAXIMUM   
                                                                    MAXIMUM         AGGREGATE      AMOUNT OF    
                                              AMOUNT TO BE       OFFERING PRICE     OFFERING      REGISTRATION 
TITLE OF SECURITIES TO BE REGISTERED          REGISTERED(1)       PER SHARE(2)      PRICE(2)          FEE          
- --------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>          <C>             <C>
Shares of Common Stock, $0.10 par value(3)     1,500,000             $21.38       $32,070,000     $11,059.00
==============================================================================================================
</TABLE>

(1)  The number of 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.

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


<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") 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;

              (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 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 Company's common stock
offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P.,
Houston, Texas.

              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.


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

<PAGE>   3
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 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.

                                     II-2
<PAGE>   4
ITEM 8.       LIST OF EXHIBITS.

      4.1     Certificate of Designation of Series Two Junior Participating
              Preferred Stock of BJ Services (filed as exhibit to the
              Registration Statement of BJ Services Company ("BJ Services") 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 BJ Services Company 1995 Incentive Plan, dated as of 
              January 26, 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 regarding BJ Services.

     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;


                                     II-3
<PAGE>   5
                    (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.

              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-4
<PAGE>   6
                                   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

              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>                                      <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                                 
- ------------------------------------------  (Principal Accounting Officer)           April 14, 1995
           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                                                        
                                                                                   
</TABLE>



                                     II-5
<PAGE>   7
<TABLE>
<CAPTION> 

                 SIGNATURE                            TITLE                          DATE
                 ---------                            -----                          ----
                                                                                   
          <S>                               <C>                                       <C>
                                                                                   
                                                                                   
             /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, 1995          
- ------------------------------------------ 
            James E. McCormick                                                     
</TABLE>





                                     II-6
<PAGE>   8
                              LIST OF EXHIBITS.

      4.1     Certificate of Designation of Series Two Junior Participating
              Preferred Stock of BJ Services (filed as exhibit to the
              Registration Statement of BJ Services Company ("BJ Services") 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 BJ Services Company 1995 Incentive Plan, dated as of 
              January 26, 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 regarding BJ Services.

     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.
[{"type": "S-8", "sequence": "1", "description": "BJ SERVICES FORM S-8", "secsgml_size_bytes": 27314}]
{"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": "033-58637", "film-number": "95529019"}, "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)

                              BJ SERVICES COMPANY
                              1995 INCENTIVE PLAN

                            (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:  AS SOON AS PRACTICABLE
 AND FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

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

                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                                                    PROPOSED  
                                                                    PROPOSED        MAXIMUM   
                                                                    MAXIMUM         AGGREGATE      AMOUNT OF    
                                              AMOUNT TO BE       OFFERING PRICE     OFFERING      REGISTRATION 
TITLE OF SECURITIES TO BE REGISTERED          REGISTERED(1)       PER SHARE(2)      PRICE(2)          FEE          
- --------------------------------------------------------------------------------------------------------------
Shares of Common Stock, $0.10 par value(3)     1,500,000             $21.38       $32,070,000     $11,059.00
==============================================================================================================
(1)  The number of 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.

================================================================================
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") 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;

              (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 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 Company's common stock
offered hereby will be passed upon for the Company by Andrews & Kurth L.L.P.,
Houston, Texas.

              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.

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
3
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 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.

                                     II-2
4
ITEM 8.       LIST OF EXHIBITS.

      4.1     Certificate of Designation of Series Two Junior Participating
              Preferred Stock of BJ Services (filed as exhibit to the
              Registration Statement of BJ Services Company ("BJ Services") 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 BJ Services Company 1995 Incentive Plan, dated as of 
              January 26, 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 regarding BJ Services.

     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;

                                     II-3
5
                    (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.

              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-4
6
                                   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

              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                                 
- ------------------------------------------  (Principal Accounting Officer)           April 14, 1995
           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
II-5
7
SIGNATURE                            TITLE                          DATE
                 ---------                            -----                          ----
/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, 1995          
- ------------------------------------------ 
            James E. McCormick
II-6
8
                              LIST OF EXHIBITS.

      4.1     Certificate of Designation of Series Two Junior Participating
              Preferred Stock of BJ Services (filed as exhibit to the
              Registration Statement of BJ Services Company ("BJ Services") 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 BJ Services Company 1995 Incentive Plan, dated as of 
              January 26, 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 regarding BJ Services.

     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.