**Exhibit 10.67**

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Dear                        : 

**Grant. I am pleased to inform you that the Compensation Committee (the “Committee”) of the Board of Directors of BJ Services Company (the “Company”) has granted to you            shares of Phantom Stock pursuant to the BJ Services Company 2003 Incentive Plan (the “Plan”). The terms defined in the Plan are used in this Agreement with thesame meaning.**

**Each share of Phantom Stock represents the right to receive one share of the Company’s Common Stock, at the end of the deferralperiod specified below. The shares of Phantom Stock hereby granted to you are subject to vesting as described below.**

**No Rights as aShareholder. Until actual shares of the Company’s Common Stock are issued to you, you will not possess any rights of a stockholder of the Company with respect to the Phantom Stock, including, but not limited to, the right to vote shares orreceive dividends.**

**Deferral Period. Subject to the vesting restrictions and provisions described below, one-third ( 1/3) of your Phantom Stock shares will mature and become payable to you as ofNovember 15, 2007. An additional one-third ( 1/3) will bepayable on November 15, 2008 and the remaining ( 1/3) will bepayable on November 15, 2009. However, all deferral periods shall end and payment for the Phantom Stock will be immediately due and payable to you in the event of a Change of Control. Payment in shares will be made to you as soon as reasonablypracticable following the end of the deferral period.**

**Vesting. In the event that your service on the Board isterminated for any reason other than death, Disability or Retirement prior to the end of the applicable deferral period all Phantom Stock not yet then payable will be forfeited. If your service on the Board is terminated due to death, Disability orRetirement, your Phantom Stock award will not be forfeited, but will mature and become payable at the end of the applicable deferral period. In the event of your death, your Phantom Stock award will be paid to the representative of your estate.**

**Transferability. This award of Phantom Stock is not transferable by you and may not be pledged, assigned orencumbered by you in any manner. However, in the event of your death, your Phantom Stock award may be transferred by your will or by the laws of descent and distribution, and your beneficiary will receive the Phantom Stock subject to the samerestrictions that are applicable to you.**

**Adjustment of Awards. In the event of a change in the capitalization of the Company due to a stocksplit, stock dividend, re-capitalization, merger, consolidation, combination, or similar event, the terms of the Phantom Stock will be adjusted by the Committee to reflect the change.**

**Withholding and Issuance of Shares. Notwithstanding anything in the Plan or this award to the contrary, the Company will not be required to issue shares ofCommon Stock to you unless and until 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 to your PhantomStock.**

**Amendment. The Committee may amend this award and may waive, amend, or accelerate any requirement or condition to the payment of theaward, but may not amend the award in a manner that would adversely affect your rights without your consent.**

**Awards Subject to Plan Terms.The terms of this Phantom Stock award are intended to be consistent with and subject to the terms of the Plan and shall be construed accordingly. In the event of a conflict, the terms of the Plan shall control. By signing below, you agree that thisaward is governed by the terms of the Plan.**

**This grant shall be void and of no effect unless you execute and return this Agreement within ninety(90) days of the above date. Please sign and date both copies of this document and return one copy to Mia Mullins in the Legal Department. The other copy is for your records.**

 

**Very truly yours,**

**J. W. Stewart**

**Chairman, President and**

**Chief Executive Officer**

**[Director]**

 

 

**Date:                                                        , 2006**