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                                                                    EXHIBIT 10.9

                                 AMENDMENT ONE
                                     TO THE
                    BJ SERVICES COMPANY 1995 INCENTIVE PLAN

         WHEREAS, BJ Services Company (the "Company") and the stockholders of
the Company have heretofore adopted and approved the BJ Services Company 1995
Incentive Plan (the "1995 Plan"); and

         WHEREAS, the Company desires to amend the 1995 Plan, subject to
stockholder approval, to increase the number of option shares that are
automatically granted to Non-Employee Directors;

         NOW, THEREFORE, effective as of January 25, 1996, Paragraph 3 of 
Article IV of the 1995 Plan is amended to read in its entirety as follows:

                 "3.  Annual Granting of Options to Non-Employee Directors.
         Subject to the limitation of the number of shares of Common Stock set
         forth in Article I, Paragraph 2, a nonqualified option to purchase
         2,000 (increased to 4,000 after the 1990 Plan Termination) shares of
         Common Stock (subject to adjustment in the same manner provided in
         Article IV, Paragraph 5(e) with respect to shares of Common Stock
         subject to options then outstanding) is hereby granted, effective the
         fourth Thursday of October of 1996 and each year thereafter until the
         expiration of the Plan, to each person who is a Non-Employee Director
         on each such date (which date shall be the date of grant for purposes
         hereof)."

         All terms used herein that are defined in the 1995 Plan shall have the
same meanings given to such terms in the 1995 Plan.

         Except as amended hereby, the 1995 Plan shall continue in full force
and effect without interruption or change and the 1995 Plan and this amendment
shall be read, taken and construed as one and the same instrument.
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                                  AMENDMENT TO
                    BJ SERVICES COMPANY 1995 INCENTIVE PLAN

         WHEREAS, BJ SERVICES COMPANY (the "Company") has heretofore adopted
the BJ SERVICES COMPANY 1995 INCENTIVE PLAN (the "Plan"); and

         WHEREAS, pursuant to certain amendments to the rules promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended (the "Amended
Rules"), the Company desires to amend the Plan to ensure compliance with the
Amended Rules;

         NOW, THEREFORE, the Plan shall be amended as follows, effective
December 12, 1996:

         1.      The second sentence of the second paragraph of Article I,
Section 3, shall be deleted and the following shall be substituted therefor:

                 "No person shall be eligible to serve on the Committee unless
         he is then a Section 16 Director and also an "outside director" within
         the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
         amended (the "CODE").  A "SECTION 16 DIRECTOR" means a director that
         meets the criteria of a "Non-Employee Director" as defined in Rule
         16b-3 ("RULE 16B-3") promulgated under the Securities Exchange Act of
         1934, as amended (the "ACT"), if and as such rule is then in effect."

         2.      Clause (f) of Article I, Section 4, shall be amended by adding
the phrase "(as hereinafter defined)" after the term "Non-Employee Directors."

         3.      Paragraph (b) of Article I, Section 9, shall be amended by
deleting the phrase "disinterested persons, within the meaning of Rule 16b-3"
and by substituting the term "Section 16 Directors" therefor.

         4.      Article VIII shall be deleted and the following shall be
substituted therefor:

                 Notwithstanding anything in the Plan to the contrary, any
         issuance of Common Stock pursuant to the exercise of an option or
         payment of any other Award under the Plan shall not be made until
         appropriate arrangements satisfactory to the Company have been made
         for the payment of any tax amounts (federal, state, local or other)
         that may be required to be withheld or paid by the Company with
         respect thereto.  With respect to any Non-Employee Director and any
         Employee Optionee or Employee Grantee who is subject to Rule 16b-3 at
         the time tax withholding is required with respect to an Award payable
         in Common Stock, such Non-Employee Director, Employee Optionee or
         Employee Grantee may direct the Company to withhold from such Award,
         to the extent such withholding is not satisfied by a Tandem Cash Tax
         Right, a number of shares of Common Stock having an aggregate fair
         market value per share equal to the amount of tax required to be
         withheld.  Notwithstanding the preceding sentence, the withholding of
         shares to satisfy the tax withholding requirement shall be allowed
         only at the discretion of the Committee with respect to Awards
         outstanding as of December 12, 1996; provided that with respect to
         Awards outstanding as of December 12, 1996 that are held by employees
         subject to Section 16 of the Act, the foregoing withholding of shares
         shall be automatic.

         5.      As amended hereby, the Plan is specifically ratified and
reaffirmed.