<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2001
                                                    REGISTRATION NO. 333- ______




                     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 NO.)


                         5500 NORTHWEST CENTRAL DRIVE
                             HOUSTON, TEXAS  77092
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (ZIP CODE)

                              BJ SERVICES COMPANY
                          DEFERRED COMPENSATION 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
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 222-1875
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              ___________________

                       CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>
=======================================================================================================
                                                                               PROPOSED
                                                                PROPOSED        MAXIMUM
                                                  AMOUNT         MAXIMUM       AGGREGATE    AMOUNT OF
                                                  TO BE      OFFERING PRICE    OFFERING    REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED        REGISTERED   PER OBLIGATION      PRICE         FEE
-------------------------------------------------------------------------------------------------------
<S>                                             <C>          <C>              <C>          <C>
 Deferred Compensation Obligations /(1)/         $4,000,000        100%       $4,000,000     $1,000
=======================================================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred
     compensation  in the future in accordance with the terms of the BJ Services Deferred Compensation
     Plan.  The amount to be registered represents the dollar amount of the compensation deferred and
     deemed invested in accordance with the BJ Services Deferred Compensation Plan.

=======================================================================================================
</TABLE>
<PAGE>

                                 INTRODUCTION


     BJ Services Company (the "Registrant") is filing this Registration
Statement because of the uncertainty as to whether the Deferred Compensation
Obligations (as defined below) would or should be considered "securities" or be
subject to registration under the Securities Act of 1933, as amended (the
"Securities Act").  The filing of this Registration Statement is not an
admission by the Registrant that the Deferred Compensation Obligations are
securities or are subject to the registration requirements of the Securities
Act.

                                 PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. Such documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act").

        (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
              ended September 30, 2000;

        (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
              ended December 31, 2000 and March 31, 2001; and

        All documents filed by the Registrant 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 hereof
from the date of filing of such 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. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
the Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

        The following summarizes the deferred compensation obligations created
pursuant to the BJ Services Deferred Compensation Plan (the "Plan") which amends
and restates in its entirety the BJ Services Supplemental Retirement Thrift Plan
(the "Thrift Plan"). This summary is qualified in its entirety by reference to
the terms of the Plan. Capitalized terms used without definition herein have the
meanings assigned in the Plan.

GENERAL INFORMATION

        The purpose of the Plan is to aid certain employees of BJ Services
Company U.S.A., a wholly owned subsidiary of the Registrant (The "Company") and
any other entity designated by the Benefits Committee of the Company (the
"Committee") to participate in the Plan (collectively, the "Employer") in making
more adequate provision for their retirement by permitting such individuals

                                      II-2
<PAGE>

to defer compensation that cannot be deferred under the Company's tax-qualified
retirement plan due to restrictions and limitations imposed on such plan by the
Internal Revenue Code of 1986, as amended (the "Code").

        The Plan is intended to be an unfunded, unsecured plan of deferred
compensation for a select group of management or highly compensated employees.
It is expected that individuals who participate in the Plan will not pay federal
income tax on the amounts they defer or on amounts the Employer defers on their
behalf at the time the deferrals are made under the Plan.  It is also expected
that the Members will not pay any federal income tax on the earnings credited to
their Accounts at the time they are earned, but instead will pay federal income
tax when the benefits are actually or constructively paid to them.

ELIGIBILITY

       The Chairman, in his sole discretion, will select and notify in writing
those employees ("Eligible Employees") of the Employer who will become Members.
If an Eligible Employee who was a Member prior to a termination of employment is
rehired, such Eligible Employee shall become a Member again only if the Chairman
selects such Eligible Employee to participate in the Plan.  An Eligible Employee
who has become a Member shall cease to be an active participant in the Plan
immediately upon the earlier of (a) the date the Chairman notifies him that he
is no longer eligible to participate in the Plan or (b) the date he is no longer
employed by the Employer.

DEFERRALS UNDER THE PLAN

Member Elective Deferrals

        For purposes of the Plan, "Basic Compensation" has the same meaning as
is assigned to "Compensation" under the Thrift Plan, which is the base rate of
pay paid in cash by the Employer to or for the benefit of a Member for services
rendered or labor performed while a Member effective as of the first day of the
last calendar month preceding the Plan Year (or a Member's hire date, if later).
A Member's "Compensation" also has the same meaning assigned under the Thrift
Plan except, for purposes of the Plan, "Compensation" (a) includes amounts a
Member could have received in cash in lieu of Member deferrals under the Plan,
(b) includes any increases as a result of job transfers or wage rate changes
during the Plan Year and (c) for purposes other than Restoration Deferrals under
the Plan, is not limited to the maximum amount that can be considered by the
Thrift Plan pursuant to section 401(a)(17) of the Code ($170,000 for 2001) (the
"section 401(a)(17) Limitation"). A Member's "Excess Compensation" is the amount
of such Member's Compensation in excess of the section 401(a)(17) Limitation and
his "Monthly Excess Compensation" is one-twelfth of the Member's Excess
Compensation. A Member's "Bonus" is the amount, if any, received by the Member
under the annual bonus plan in which Eligible Employees participate.

        For each Plan Year (calendar year), a Member may elect to defer an
integral percentage of from 1% to 100% of his Excess Compensation. Further, a
Member who makes the maximum Cash or Deferred Contributions under the Thrift
Plan may elect to defer receipt of an amount not to exceed 12% of his
Compensation (subject to the section 401(a)(17) Limitation), less his Cash or
Deferred Contributions under the Thrift Plan (a "Restoration Deferral"), for a
Plan Year. A Member may also elect to defer an amount of his Compensation equal
to the amount of his Cash or Deferred Contributions under the Thrift Plan
distributed from the Thrift Plan during the Plan Year as a result of the
nondiscrimination requirements of section 401(k) of the Code. Finally, a Member
may elect to defer an integral percentage of from 1% to 100% of his Bonus for
any fiscal year of the Company, which begins on October 1 of each year ("Fiscal
Year").

        A Member's election to defer an amount of his Compensation and/or Bonus
under the Plan for a Plan Year must be made by executing and delivering to the
Employer a deferral election in the form prescribed by the Committee and a
corresponding reduction will be made to his Compensation and/or Bonus during
such Plan Year.  A Member's Compensation deferral election for a Plan Year must
be executed by the Member and filed with the Employer prior to the first day of
the Plan Year (January 1).  However, if an Eligible Employee becomes a Member
other than on the first day of a Plan Year, such Member's Compensation deferral
election may be made no more than 30 days after he becomes a Member, but will
only apply prospectively.  A Member's Compensation deferral will remain in force
and effect for the entire Plan Year to which such election relates.  Further, a
Member's Compensation deferral election will remain

                                      II-3
<PAGE>

in force and effect for each subsequent Plan Year in which he participates in
the Plan unless and until such election is changed or revoked by such Member
prior to the first day of the subsequent Plan Year to which such change or
revocation relates. A Member's Bonus deferral election for a Fiscal Year must be
executed by the Member and filed with the Employer prior to the first day of the
Fiscal Year (October 1) during which such Bonus is paid.

        Compensation or Bonus for a Plan Year that is not deferred under the
Plan by a Member will be received by such Member in cash. Deferrals made by a
Member will be credited to such Member's Account as received by the Trustee.

Employer Deferrals

        The Employer will make the following Employer deferrals on behalf of
each Member: (a) for each calendar month, an amount equal to 50% of the Member's
deferrals of Excess Compensation not in excess of 6% of the Member's Excess
Compensation for such calendar month, (b) for each calendar month, an amount
equal to 50% of the Member's Restoration Deferrals not in excess of 6% of the
Member's Compensation for such calendar month, (c) for each Plan Year, an amount
equal to the amount forfeited by such Member under the Thrift Plan during such
Plan Year as a result of the nondiscrimination requirements of sections 401(k)
and 401(m) of the Code, (d) for each calendar month, a percentage of the
Member's Monthly Excess Compensation equal to the percentage utilized under the
Thrift Plan to determine the Member's Employer Base Contributions for such
calendar month and (e) for each calendar month, a percentage of the Member's
Monthly Excess Compensation equal to the percentage utilized under the Thrift
Plan, if any, to determine the Member's Employer Supplemental Base Contributions
for each calendar month.

        Employer deferrals described in (d) or (e) will become nonforfeitable in
the same manner as amounts allocated to the Member's Employer Non-Matching
Accounts under the Thrift Plan.  Therefore, if any portion of a Member's
Employer Non-Matching Accounts under the Thrift Plan is forfeited for any
reason, a corresponding portion of the Employer deferrals described in (d) or
(e) will be forfeited from the Member's Account under the Plan.  Employer
deferrals made on behalf of Member will be credited to such Member's Account as
received by the Trustee.

Section 415 Deferrals

        In the event a Member's annual additions under the Thrift Plan (the sum
of all Cash or Deferred Contributions, Voluntary Contributions, and Employer
Matching, Base and Supplemental Base Contributions by or on behalf of a Member)
for any month equal the limitation in effect under section 415 of the Code (the
lesser of 25% of Compensation or $35,000) (the "section 415 Limitation"), the
Employer will reduce the Member's Basic Compensation by the amount by which such
Member's Cash or Deferred Contributions and/or Voluntary Contributions must be
reduced under the Thrift Plan in order to equal the section 415 Limitation and
such amount will be credited to such Member's Account as received by the
Trustee. Further, an amount equal to the excess, if any, of (a) the amount of
Employer Contributions that would have been allocated to the Member's Accounts
under the Thrift Plan if the section 415 Limitation did not apply over (b) the
amount of Employer Contributions that were in fact allocated to the Member's
Accounts under the Thrift Plan will be credited to such Member's Account as
received by the Trustee. The Employer deferral described in the preceding
sentence (other than any amount representing reduced allocations of Employer
Matching Contributions under the Thrift Plan) will become nonforfeitable in the
same manner as amounts allocated to the Member's Employer Non-Matching Accounts
under the Thrift Plan. Therefore, if any portion of a Member's Employer Non-
Matching Accounts under the Thrift Plan is forfeited for any reason, a
corresponding portion of the section 415 deferrals described in this paragraph
will be forfeited from the Member's Account under the Plan.

DEEMED INVESTMENT OF ACCOUNTS

Investment Designations

        In accordance with the procedures established from time to time by the
Committee, each Member must designate the manner in which amounts credited to
his Account will be deemed invested from among the various investment funds made
available from time to time pursuant to the provisions of the Trust Agreement.
A Member may designate one fund for the deemed investment of all amounts
credited to his Account or he may split the deemed

                                      II-4
<PAGE>

investment of the amounts credited to his Account between such funds in such
increments as the Committee may prescribe. If a Member fails to make a proper
designation, his Account shall be deemed to be invested in the fund or funds
designated by the Committee from time to time in a uniform and nondiscriminatory
manner.

Changes; Conversions

        A Member may (a) change his deemed investment designation for future
amounts to be credited to his Account or (b) convert his deemed investment
designation with respect to amounts already credited to his Account in
accordance with the procedures established by the Committee, and the frequency
of such changes or conversions may be limited by the Trustee in accordance with
the provisions of the applicable fund or funds.

Allocation of Net Income or Net Loss Equivalents

        The Trustee will determine the net income or net loss equivalents of
each deemed investment fund as of each day that the New York Stock Exchange is
open for business (a "Valuation Date") based upon changes in the net asset value
in such manner as the Trustee deems appropriate. For purposes of allocations of
such net income or net loss equivalents, each Member's Account is divided into
subaccounts to reflect such Member's investment designation of the deemed
investment funds. As of each Valuation Date, the net income or net loss
equivalents of each deemed investment fund will be allocated among the
corresponding subaccounts of the Members who had designated such deemed
investment fund on the immediately preceding Valuation Date, but the balance of
such subaccounts will be reduced by the amount of any payments made since such
immediately preceding Valuation Date.

VESTING OF ACCOUNTS

        A Member's interest in Compensation and Bonus deferred under the Plan
and the net income or net loss equivalents thereon is fully vested at all times.
Further, except as described in "Employer Deferrals" and "Section 415 Deferrals"
above, a Member's interest in Employer deferrals under the Plan and the net
income or loss equivalents thereon is fully vested at all times.

SOURCE OF PAYMENTS

        The Plan is not a funded plan and the Plan's assets are not free from
the claims of the Employer's creditors. Members have only a contractual right to
receive benefits as described in the Plan, and these contractual rights are no
greater than the rights of any other unsecured general creditor of the Employer.

        To provide some comfort that the promised benefits will be paid, the
Company has established a grantor trust (the "Trust"), which is intended to be a
"rabbi trust," with an independent trustee (the "Trustee").  The terms of the
Plan provide that the Employer will pay an amount equal to the deferrals under
the Plan directly to the Trustee.  Further, under the terms of the Trust, the
Company will not be able to terminate the Trust until the earlier of the date
(a) all Plan benefits have been paid in full or (b) the Trust contains no assets
and retains no claims to recover assets from the Company or any other person or
entity.  In the event the Employer should be subject to bankruptcy proceedings
under the Federal Bankruptcy Code or become insolvent, all or a portion of the
Trust assets would be held for the benefit of the Employer's creditors
(including the Members).  The Trust assets would then be paid out in accordance
with the directions of the court having jurisdiction over the assets of the
Company.

DISTRIBUTION OF BENEFITS

Restrictions on Distributions and Loans

        Except as described below, Members are not permitted to make withdrawals
from the Plan prior to their termination of employment with the Employer.
Members are not, at any time, permitted to borrow from the Plan.

                                      II-5
<PAGE>

Elective Distributions

        Each Eligible Employee who becomes a Member must elect the time and
form of payment of the amounts credited to his Account, which include Member
Elective Deferrals of Compensation and Bonus, Employer Deferrals, Section 415
Deferrals and the net income or net loss equivalents thereon. A Member may elect
payment of all or a portion of the amounts credited to his Account be made or
commenced as of any date, provided that (a) no amount may be paid earlier than
the second Plan Year following the Plan Year in which such amount was credited
to the Member's Account and (b) notwithstanding (a), payment of all amounts
credited to a Member's Account must be made or commence as soon as
administratively practicable following the date a Member's employment with the
Employer terminates for any reason. A Member may elect to receive payment in (i)
a lump sum cash payment or (ii) annual installment payments for a term certain
of either five, ten or fifteen years. In the event a Member fails to make an
election regarding the time or form of payment, the amounts credited to his
Account will be paid in one lump sum cash payment as soon as administratively
practicable after the date the Member's employment with the Employer terminates
for any reason. A Member may revise his election regarding time or form of
payment for all or a portion of the amounts credited to his Account at any time,
however, the revised election will not be effective until the date that is
twelve months after the date of such revised election.

Withdrawals of Bonus

        In addition to the Elective Distributions described above, a Member may
withdraw all or a portion of the Bonus credited to his Account (including any
net income or net loss equivalents allocated thereto) at any time, but any such
withdrawal will be subject to a penalty equal to 10% of amount withdrawn that
will be forfeited to the Employer.

Beneficiaries

        Each Member has the right to designate the beneficiary or beneficiaries
to receive payment of his Plan benefit in the event of his death, or to make a
change in any such designation at any time, by executing the beneficiary
designation form prescribed by the Committee and filing such form with the
Employer. If no beneficiary designation is on file at the time of death of the
Member or such designation is not effective for any reason as determined by the
Committee, then the beneficiary to receive the Member's Plan benefit will be (a)
the Member's surviving spouse or (b) if there is no surviving spouse, the
Member's executor or administrator, or to his heirs at law if there is no
administration of the Member's estate.

Payment of Benefits

        To the extent the Trust has sufficient assets, the Trustee will pay
benefits to Members or their beneficiaries, except to the extent the Employer
pays the benefits directly and provides adequate evidence of such payment to the
Trustee.  However, in the event that the assets of the Trust are insufficient to
make any portion of a payment of benefits, the Employer will pay such benefits
directly.  Any benefit payments made to a Member or for his benefit pursuant to
any provision of the Plan will be debited to such Member's Account.  All benefit
payments will be made in cash to the fullest extent practicable.

        In the case of a benefit payable on behalf of a Member, if the
Committee is unable to locate the Member or beneficiary to whom such benefit is
payable, then upon the Committee's determination thereof, such benefit will be
forfeited to the Employer. Notwithstanding the foregoing, if subsequent to any
such forfeiture the Member or beneficiary to whom such benefit is payable makes
a valid claim for such benefit, such forfeited benefit will be restored to the
Plan by the Employer.

        The Plan is administered by the Committee of the Company.  The members
of the Committee serve without compensation for their services. The Committee
has the full discretion to construe and interpret the terms and provisions of
the Plan. The Committee may delegate any of its powers, duties and
responsibilities in connection with administration of the Plan as the members of
the Committee may specify.

                                      II-6
<PAGE>

        The Company has the right to amend, modify, suspend or terminate the
Plan, in whole or in part, at any time. No such amendment, modification,
suspension or termination, however, will impair the rights of a Member with
respect to amounts already credited to such Member's account.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant 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 Registrant's Certificate of Incorporation provides that no director
of the Registrant shall be held personally liable to the Registrant 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
Registrant 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 Registrant'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 Registrant's directors shall be limited or eliminated to the
full extent permitted by the DGCL.

        Section 16 of Article III of the Registrant's Bylaws provides that the
Registrant 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 Registrant 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 Registrant 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 Registrant shall not be
obligated to indemnify any such person against any such action, suit or
proceeding which is brought by such person against the Registrant or any of its
direct or indirect wholly owned subsidiaries or the directors of the Registrant
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 Registrant shall have
previously approved the bringing of such action, suit or proceeding.  Section 16
of Article III further provides that the Registrant 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 Registrant 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 Registrant 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
Registrant 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.

                                      II-7
<PAGE>

ITEM 8. LIST OF EXHIBITS

Exhibit No.  Description
-----------  -----------

5.1          Opinion of Andrews & Kurth L.L.P. regarding the legality of the
             securities being registered hereunder.

23.1         Consent of Deloitte & Touche LLP.

23.2         Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
             Exhibit 5.1 to this Registration Statement).

24.1         Power of Attorney (included in Part II hereof).


ITEM 9. UNDERTAKINGS

        (a)  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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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.

        (b)  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-8
<PAGE>

        (c)  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 1993 and will be governed by the
final adjudication of such issue.

                                      II-9
<PAGE>

                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 amendment to
its registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 18th
day of May, 2001.

                                    BJ Services Company
                                    (Registrant)


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


                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
J. W. Stewart, Michael McShane, and Margaret Barrett Shannon, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

     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 May 18, 2001.


          Signature                       Title
          ---------                       -----

    /s/ J. W. Stewart                     Chairman of the Board, President,
-------------------------------            and Chief Executive Officer
J. W. Stewart                             (Principal Executive Officer)


    /s/ Michael McShane                   Senior Vice President - Finance, Chief
-------------------------------            Financial Officer and Director
Michael McShane                           (Principal Financial Officer)


    /s/ James Horsch                      Corporate Controller
-------------------------------           (Principal Accounting Officer)
James Horsch


    /s/ L. William Heiligbrodt            Director
-------------------------------
L. William Heiligbrodt

                                     II-10
<PAGE>

    /s/ John R. Huff                      Director
-------------------------------
John R. Huff



    /s/ Don D. Jordan                     Director
-------------------------------
Don D. Jordan



    /s/ R. A. LeBlanc                     Director
-------------------------------
R. A. LeBlanc



    /s/ Michael E. Patrick                Director
-------------------------------
Michael E. Patrick



    /s/ James L. Payne                    Director
-------------------------------
James L. Payne

                                     II-11
<PAGE>

                               INDEX TO EXHIBITS

Exhibit No.       Description
-----------       -----------

5.1               Opinion of Andrews & Kurth L.L.P. regarding the legality of
                  the securities being registered hereunder.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Andrews & Kurth L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration Statement).

24.1              Power of Attorney (included in Part II hereof).

                                     II-12
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 37938}]
{"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": "333-61294", "film-number": "1644010"}, "business-address": {"street1": "5500 NW CENTRAL DR", "city": "HOUSTON", "state": "TX", "zip": "77210", "phone": "7134624239"}, "mail-address": {"street1": "5500 NORTHWEST CENTRAL DR", "street2": "5500 NORTHWEST CENTRAL DR", "city": "HOUSTON", "state": "TX", "zip": "77092"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2001
                                                    REGISTRATION NO. 333- ______

                     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 NO.)

                         5500 NORTHWEST CENTRAL DRIVE
                             HOUSTON, TEXAS  77092
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  (ZIP CODE)

                              BJ SERVICES COMPANY
                          DEFERRED COMPENSATION 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
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 222-1875
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              ___________________

                       CALCULATION  OF  REGISTRATION  FEE
=======================================================================================================
                                                                               PROPOSED
                                                                PROPOSED        MAXIMUM
                                                  AMOUNT         MAXIMUM       AGGREGATE    AMOUNT OF
                                                  TO BE      OFFERING PRICE    OFFERING    REGISTRATION
    TITLE OF SECURITIES TO BE REGISTERED        REGISTERED   PER OBLIGATION      PRICE         FEE
-------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations /(1)/         $4,000,000        100%       $4,000,000     $1,000
=======================================================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred
     compensation  in the future in accordance with the terms of the BJ Services Deferred Compensation
     Plan.  The amount to be registered represents the dollar amount of the compensation deferred and
     deemed invested in accordance with the BJ Services Deferred Compensation Plan.

=======================================================================================================
INTRODUCTION

     BJ Services Company (the "Registrant") is filing this Registration
Statement because of the uncertainty as to whether the Deferred Compensation
Obligations (as defined below) would or should be considered "securities" or be
subject to registration under the Securities Act of 1933, as amended (the
"Securities Act").  The filing of this Registration Statement is not an
admission by the Registrant that the Deferred Compensation Obligations are
securities or are subject to the registration requirements of the Securities
Act.

                                 PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. Such documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 the Registrant with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 (the "Exchange Act").

        (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
              ended September 30, 2000;

        (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarters
              ended December 31, 2000 and March 31, 2001; and

        All documents filed by the Registrant 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 hereof
from the date of filing of such 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. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
the Prospectus.

ITEM 4. DESCRIPTION OF SECURITIES

        The following summarizes the deferred compensation obligations created
pursuant to the BJ Services Deferred Compensation Plan (the "Plan") which amends
and restates in its entirety the BJ Services Supplemental Retirement Thrift Plan
(the "Thrift Plan"). This summary is qualified in its entirety by reference to
the terms of the Plan. Capitalized terms used without definition herein have the
meanings assigned in the Plan.

GENERAL INFORMATION

        The purpose of the Plan is to aid certain employees of BJ Services
Company U.S.A., a wholly owned subsidiary of the Registrant (The "Company") and
any other entity designated by the Benefits Committee of the Company (the
"Committee") to participate in the Plan (collectively, the "Employer") in making
more adequate provision for their retirement by permitting such individuals

                                      II-2
to defer compensation that cannot be deferred under the Company's tax-qualified
retirement plan due to restrictions and limitations imposed on such plan by the
Internal Revenue Code of 1986, as amended (the "Code").

        The Plan is intended to be an unfunded, unsecured plan of deferred
compensation for a select group of management or highly compensated employees.
It is expected that individuals who participate in the Plan will not pay federal
income tax on the amounts they defer or on amounts the Employer defers on their
behalf at the time the deferrals are made under the Plan.  It is also expected
that the Members will not pay any federal income tax on the earnings credited to
their Accounts at the time they are earned, but instead will pay federal income
tax when the benefits are actually or constructively paid to them.

ELIGIBILITY

       The Chairman, in his sole discretion, will select and notify in writing
those employees ("Eligible Employees") of the Employer who will become Members.
If an Eligible Employee who was a Member prior to a termination of employment is
rehired, such Eligible Employee shall become a Member again only if the Chairman
selects such Eligible Employee to participate in the Plan.  An Eligible Employee
who has become a Member shall cease to be an active participant in the Plan
immediately upon the earlier of (a) the date the Chairman notifies him that he
is no longer eligible to participate in the Plan or (b) the date he is no longer
employed by the Employer.

DEFERRALS UNDER THE PLAN

Member Elective Deferrals

        For purposes of the Plan, "Basic Compensation" has the same meaning as
is assigned to "Compensation" under the Thrift Plan, which is the base rate of
pay paid in cash by the Employer to or for the benefit of a Member for services
rendered or labor performed while a Member effective as of the first day of the
last calendar month preceding the Plan Year (or a Member's hire date, if later).
A Member's "Compensation" also has the same meaning assigned under the Thrift
Plan except, for purposes of the Plan, "Compensation" (a) includes amounts a
Member could have received in cash in lieu of Member deferrals under the Plan,
(b) includes any increases as a result of job transfers or wage rate changes
during the Plan Year and (c) for purposes other than Restoration Deferrals under
the Plan, is not limited to the maximum amount that can be considered by the
Thrift Plan pursuant to section 401(a)(17) of the Code ($170,000 for 2001) (the
"section 401(a)(17) Limitation"). A Member's "Excess Compensation" is the amount
of such Member's Compensation in excess of the section 401(a)(17) Limitation and
his "Monthly Excess Compensation" is one-twelfth of the Member's Excess
Compensation. A Member's "Bonus" is the amount, if any, received by the Member
under the annual bonus plan in which Eligible Employees participate.

        For each Plan Year (calendar year), a Member may elect to defer an
integral percentage of from 1% to 100% of his Excess Compensation. Further, a
Member who makes the maximum Cash or Deferred Contributions under the Thrift
Plan may elect to defer receipt of an amount not to exceed 12% of his
Compensation (subject to the section 401(a)(17) Limitation), less his Cash or
Deferred Contributions under the Thrift Plan (a "Restoration Deferral"), for a
Plan Year. A Member may also elect to defer an amount of his Compensation equal
to the amount of his Cash or Deferred Contributions under the Thrift Plan
distributed from the Thrift Plan during the Plan Year as a result of the
nondiscrimination requirements of section 401(k) of the Code. Finally, a Member
may elect to defer an integral percentage of from 1% to 100% of his Bonus for
any fiscal year of the Company, which begins on October 1 of each year ("Fiscal
Year").

        A Member's election to defer an amount of his Compensation and/or Bonus
under the Plan for a Plan Year must be made by executing and delivering to the
Employer a deferral election in the form prescribed by the Committee and a
corresponding reduction will be made to his Compensation and/or Bonus during
such Plan Year.  A Member's Compensation deferral election for a Plan Year must
be executed by the Member and filed with the Employer prior to the first day of
the Plan Year (January 1).  However, if an Eligible Employee becomes a Member
other than on the first day of a Plan Year, such Member's Compensation deferral
election may be made no more than 30 days after he becomes a Member, but will
only apply prospectively.  A Member's Compensation deferral will remain in force
and effect for the entire Plan Year to which such election relates.  Further, a
Member's Compensation deferral election will remain

                                      II-3
in force and effect for each subsequent Plan Year in which he participates in
the Plan unless and until such election is changed or revoked by such Member
prior to the first day of the subsequent Plan Year to which such change or
revocation relates. A Member's Bonus deferral election for a Fiscal Year must be
executed by the Member and filed with the Employer prior to the first day of the
Fiscal Year (October 1) during which such Bonus is paid.

        Compensation or Bonus for a Plan Year that is not deferred under the
Plan by a Member will be received by such Member in cash. Deferrals made by a
Member will be credited to such Member's Account as received by the Trustee.

Employer Deferrals

        The Employer will make the following Employer deferrals on behalf of
each Member: (a) for each calendar month, an amount equal to 50% of the Member's
deferrals of Excess Compensation not in excess of 6% of the Member's Excess
Compensation for such calendar month, (b) for each calendar month, an amount
equal to 50% of the Member's Restoration Deferrals not in excess of 6% of the
Member's Compensation for such calendar month, (c) for each Plan Year, an amount
equal to the amount forfeited by such Member under the Thrift Plan during such
Plan Year as a result of the nondiscrimination requirements of sections 401(k)
and 401(m) of the Code, (d) for each calendar month, a percentage of the
Member's Monthly Excess Compensation equal to the percentage utilized under the
Thrift Plan to determine the Member's Employer Base Contributions for such
calendar month and (e) for each calendar month, a percentage of the Member's
Monthly Excess Compensation equal to the percentage utilized under the Thrift
Plan, if any, to determine the Member's Employer Supplemental Base Contributions
for each calendar month.

        Employer deferrals described in (d) or (e) will become nonforfeitable in
the same manner as amounts allocated to the Member's Employer Non-Matching
Accounts under the Thrift Plan.  Therefore, if any portion of a Member's
Employer Non-Matching Accounts under the Thrift Plan is forfeited for any
reason, a corresponding portion of the Employer deferrals described in (d) or
(e) will be forfeited from the Member's Account under the Plan.  Employer
deferrals made on behalf of Member will be credited to such Member's Account as
received by the Trustee.

Section 415 Deferrals

        In the event a Member's annual additions under the Thrift Plan (the sum
of all Cash or Deferred Contributions, Voluntary Contributions, and Employer
Matching, Base and Supplemental Base Contributions by or on behalf of a Member)
for any month equal the limitation in effect under section 415 of the Code (the
lesser of 25% of Compensation or $35,000) (the "section 415 Limitation"), the
Employer will reduce the Member's Basic Compensation by the amount by which such
Member's Cash or Deferred Contributions and/or Voluntary Contributions must be
reduced under the Thrift Plan in order to equal the section 415 Limitation and
such amount will be credited to such Member's Account as received by the
Trustee. Further, an amount equal to the excess, if any, of (a) the amount of
Employer Contributions that would have been allocated to the Member's Accounts
under the Thrift Plan if the section 415 Limitation did not apply over (b) the
amount of Employer Contributions that were in fact allocated to the Member's
Accounts under the Thrift Plan will be credited to such Member's Account as
received by the Trustee. The Employer deferral described in the preceding
sentence (other than any amount representing reduced allocations of Employer
Matching Contributions under the Thrift Plan) will become nonforfeitable in the
same manner as amounts allocated to the Member's Employer Non-Matching Accounts
under the Thrift Plan. Therefore, if any portion of a Member's Employer Non-
Matching Accounts under the Thrift Plan is forfeited for any reason, a
corresponding portion of the section 415 deferrals described in this paragraph
will be forfeited from the Member's Account under the Plan.

DEEMED INVESTMENT OF ACCOUNTS

Investment Designations

        In accordance with the procedures established from time to time by the
Committee, each Member must designate the manner in which amounts credited to
his Account will be deemed invested from among the various investment funds made
available from time to time pursuant to the provisions of the Trust Agreement.
A Member may designate one fund for the deemed investment of all amounts
credited to his Account or he may split the deemed

                                      II-4
investment of the amounts credited to his Account between such funds in such
increments as the Committee may prescribe. If a Member fails to make a proper
designation, his Account shall be deemed to be invested in the fund or funds
designated by the Committee from time to time in a uniform and nondiscriminatory
manner.

Changes; Conversions

        A Member may (a) change his deemed investment designation for future
amounts to be credited to his Account or (b) convert his deemed investment
designation with respect to amounts already credited to his Account in
accordance with the procedures established by the Committee, and the frequency
of such changes or conversions may be limited by the Trustee in accordance with
the provisions of the applicable fund or funds.

Allocation of Net Income or Net Loss Equivalents

        The Trustee will determine the net income or net loss equivalents of
each deemed investment fund as of each day that the New York Stock Exchange is
open for business (a "Valuation Date") based upon changes in the net asset value
in such manner as the Trustee deems appropriate. For purposes of allocations of
such net income or net loss equivalents, each Member's Account is divided into
subaccounts to reflect such Member's investment designation of the deemed
investment funds. As of each Valuation Date, the net income or net loss
equivalents of each deemed investment fund will be allocated among the
corresponding subaccounts of the Members who had designated such deemed
investment fund on the immediately preceding Valuation Date, but the balance of
such subaccounts will be reduced by the amount of any payments made since such
immediately preceding Valuation Date.

VESTING OF ACCOUNTS

        A Member's interest in Compensation and Bonus deferred under the Plan
and the net income or net loss equivalents thereon is fully vested at all times.
Further, except as described in "Employer Deferrals" and "Section 415 Deferrals"
above, a Member's interest in Employer deferrals under the Plan and the net
income or loss equivalents thereon is fully vested at all times.

SOURCE OF PAYMENTS

        The Plan is not a funded plan and the Plan's assets are not free from
the claims of the Employer's creditors. Members have only a contractual right to
receive benefits as described in the Plan, and these contractual rights are no
greater than the rights of any other unsecured general creditor of the Employer.

        To provide some comfort that the promised benefits will be paid, the
Company has established a grantor trust (the "Trust"), which is intended to be a
"rabbi trust," with an independent trustee (the "Trustee").  The terms of the
Plan provide that the Employer will pay an amount equal to the deferrals under
the Plan directly to the Trustee.  Further, under the terms of the Trust, the
Company will not be able to terminate the Trust until the earlier of the date
(a) all Plan benefits have been paid in full or (b) the Trust contains no assets
and retains no claims to recover assets from the Company or any other person or
entity.  In the event the Employer should be subject to bankruptcy proceedings
under the Federal Bankruptcy Code or become insolvent, all or a portion of the
Trust assets would be held for the benefit of the Employer's creditors
(including the Members).  The Trust assets would then be paid out in accordance
with the directions of the court having jurisdiction over the assets of the
Company.

DISTRIBUTION OF BENEFITS

Restrictions on Distributions and Loans

        Except as described below, Members are not permitted to make withdrawals
from the Plan prior to their termination of employment with the Employer.
Members are not, at any time, permitted to borrow from the Plan.

                                      II-5
Elective Distributions

        Each Eligible Employee who becomes a Member must elect the time and
form of payment of the amounts credited to his Account, which include Member
Elective Deferrals of Compensation and Bonus, Employer Deferrals, Section 415
Deferrals and the net income or net loss equivalents thereon. A Member may elect
payment of all or a portion of the amounts credited to his Account be made or
commenced as of any date, provided that (a) no amount may be paid earlier than
the second Plan Year following the Plan Year in which such amount was credited
to the Member's Account and (b) notwithstanding (a), payment of all amounts
credited to a Member's Account must be made or commence as soon as
administratively practicable following the date a Member's employment with the
Employer terminates for any reason. A Member may elect to receive payment in (i)
a lump sum cash payment or (ii) annual installment payments for a term certain
of either five, ten or fifteen years. In the event a Member fails to make an
election regarding the time or form of payment, the amounts credited to his
Account will be paid in one lump sum cash payment as soon as administratively
practicable after the date the Member's employment with the Employer terminates
for any reason. A Member may revise his election regarding time or form of
payment for all or a portion of the amounts credited to his Account at any time,
however, the revised election will not be effective until the date that is
twelve months after the date of such revised election.

Withdrawals of Bonus

        In addition to the Elective Distributions described above, a Member may
withdraw all or a portion of the Bonus credited to his Account (including any
net income or net loss equivalents allocated thereto) at any time, but any such
withdrawal will be subject to a penalty equal to 10% of amount withdrawn that
will be forfeited to the Employer.

Beneficiaries

        Each Member has the right to designate the beneficiary or beneficiaries
to receive payment of his Plan benefit in the event of his death, or to make a
change in any such designation at any time, by executing the beneficiary
designation form prescribed by the Committee and filing such form with the
Employer. If no beneficiary designation is on file at the time of death of the
Member or such designation is not effective for any reason as determined by the
Committee, then the beneficiary to receive the Member's Plan benefit will be (a)
the Member's surviving spouse or (b) if there is no surviving spouse, the
Member's executor or administrator, or to his heirs at law if there is no
administration of the Member's estate.

Payment of Benefits

        To the extent the Trust has sufficient assets, the Trustee will pay
benefits to Members or their beneficiaries, except to the extent the Employer
pays the benefits directly and provides adequate evidence of such payment to the
Trustee.  However, in the event that the assets of the Trust are insufficient to
make any portion of a payment of benefits, the Employer will pay such benefits
directly.  Any benefit payments made to a Member or for his benefit pursuant to
any provision of the Plan will be debited to such Member's Account.  All benefit
payments will be made in cash to the fullest extent practicable.

        In the case of a benefit payable on behalf of a Member, if the
Committee is unable to locate the Member or beneficiary to whom such benefit is
payable, then upon the Committee's determination thereof, such benefit will be
forfeited to the Employer. Notwithstanding the foregoing, if subsequent to any
such forfeiture the Member or beneficiary to whom such benefit is payable makes
a valid claim for such benefit, such forfeited benefit will be restored to the
Plan by the Employer.

        The Plan is administered by the Committee of the Company.  The members
of the Committee serve without compensation for their services. The Committee
has the full discretion to construe and interpret the terms and provisions of
the Plan. The Committee may delegate any of its powers, duties and
responsibilities in connection with administration of the Plan as the members of
the Committee may specify.

                                      II-6
The Company has the right to amend, modify, suspend or terminate the
Plan, in whole or in part, at any time. No such amendment, modification,
suspension or termination, however, will impair the rights of a Member with
respect to amounts already credited to such Member's account.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant 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 Registrant's Certificate of Incorporation provides that no director
of the Registrant shall be held personally liable to the Registrant 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
Registrant 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 Registrant'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 Registrant's directors shall be limited or eliminated to the
full extent permitted by the DGCL.

        Section 16 of Article III of the Registrant's Bylaws provides that the
Registrant 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 Registrant 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 Registrant 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 Registrant shall not be
obligated to indemnify any such person against any such action, suit or
proceeding which is brought by such person against the Registrant or any of its
direct or indirect wholly owned subsidiaries or the directors of the Registrant
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 Registrant shall have
previously approved the bringing of such action, suit or proceeding.  Section 16
of Article III further provides that the Registrant 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 Registrant 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 Registrant 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
Registrant 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.

                                      II-7
ITEM 8. LIST OF EXHIBITS

Exhibit No.  Description
-----------  -----------

5.1          Opinion of Andrews & Kurth L.L.P. regarding the legality of the
             securities being registered hereunder.

23.1         Consent of Deloitte & Touche LLP.

23.2         Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
             Exhibit 5.1 to this Registration Statement).

24.1         Power of Attorney (included in Part II hereof).

ITEM 9. UNDERTAKINGS

        (a)  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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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.

        (b)  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-8
(c)  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 1993 and will be governed by the
final adjudication of such issue.

                                      II-9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 amendment to
its registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 18th
day of May, 2001.

                                    BJ Services Company
                                    (Registrant)

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

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
J. W. Stewart, Michael McShane, and Margaret Barrett Shannon, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

     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 May 18, 2001.

          Signature                       Title
          ---------                       -----

    /s/ J. W. Stewart                     Chairman of the Board, President,
-------------------------------            and Chief Executive Officer
J. W. Stewart                             (Principal Executive Officer)

    /s/ Michael McShane                   Senior Vice President - Finance, Chief
-------------------------------            Financial Officer and Director
Michael McShane                           (Principal Financial Officer)

    /s/ James Horsch                      Corporate Controller
-------------------------------           (Principal Accounting Officer)
James Horsch

    /s/ L. William Heiligbrodt            Director
-------------------------------
L. William Heiligbrodt

                                     II-10
/s/ John R. Huff                      Director
-------------------------------
John R. Huff

    /s/ Don D. Jordan                     Director
-------------------------------
Don D. Jordan

    /s/ R. A. LeBlanc                     Director
-------------------------------
R. A. LeBlanc

    /s/ Michael E. Patrick                Director
-------------------------------
Michael E. Patrick

    /s/ James L. Payne                    Director
-------------------------------
James L. Payne

                                     II-11
INDEX TO EXHIBITS

Exhibit No.       Description
-----------       -----------

5.1               Opinion of Andrews & Kurth L.L.P. regarding the legality of
                  the securities being registered hereunder.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Andrews & Kurth L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration Statement).

24.1              Power of Attorney (included in Part II hereof).

                                     II-12