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                                                                   Exhibit 10.27




                               BJ SERVICES COMPANY
                             DIRECTORS' BENEFIT PLAN


                           Effective December 7, 2000


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     BJ SERVICES COMPANY, a Delaware corporation (the "Company"), hereby
establishes this BJ SERVICES COMPANY DIRECTORS' BENEFIT PLAN, effective as of
December 7, 2000, to help attract and continue to retain highly qualified
Directors for the Company by providing deferred compensation in recognition of
services performed for the Company.

                                   ARTICLE I

                                  DEFINITIONS

     Where the following words and phrases appear in the Plan, they shall have
the respective meanings set forth below, unless their context clearly indicates
to the contrary:

1.1  Administrator: The person or persons appointed by the Board to administer
     the Plan.

1.2  Affiliate: Any person or entity who or which controls, is controlled by or
     is under common control with the Company. For purposes of this definition,
     the terms "control" and "controlled by" as used with respect to the Company
     or any person or entity shall mean possession, directly or indirectly, of
     the power to direct or cause the direction of the management and policies
     of the Company or such person or entity, whether through the ownership of
     an equity interest in the Company or such person or entity, by contract or
     otherwise.

1.3  Applicable Interest Rate: The average of the annual rate of interest on
     30-year Treasury securities for any month as published by the Federal
     Reserve Board (or some other prevailing interest rate selected by the
     Administrator), for the longer of (a) the period beginning on the Effective
     Date and ending upon the month preceding the Participant's Termination Date
     or (b) the five-year period ending on the month preceding the Participant's
     Termination Date.

1.4  Benefit: The benefit payable to a Participant as specified in Article III,
     subject to the provisions of Article IV.

1.5  Benefit Commencement Date: The date, determined under Article III, as of
     which a Participant begins to receive payment of his Benefit under the
     Plan.

1.6  Benefit Payment Period: The period, determined under Article III, over
     which a Benefit is to be paid under the Plan.

1.7  Board: The Board of Directors of the Company.

1.8  Company: BJ Services Company, a Delaware corporation.

1.9  Competitor: A company, corporation, enterprise, firm, limited partnership,
     partnership, person, sole proprietorship or any other business entity
     determined by the Board in its sole discretion to be competitive with the
     business of the Company, its Subsidiaries or its Affiliates.

1.10 Director: An individual, elected to the Board by the stockholders of the
     Company or by the Board under applicable corporate law, who is serving on
     the Board on the Effective Date or


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     is elected to the Board after the Effective Date and who is not an employee
     of the Company or any Subsidiary.

1.11 Effective Date: December 7, 2000.

1.12 Last Annual Retainer: The annual retainer payable by the Company to
     Directors in effect on a Participant's Termination Date.

1.13 Net Present Value: The lump sum amount that is equal in value to the
     applicable portion of a Participant's Benefit, based on an interest rate
     equal to the Applicable Interest Rate.

1.14 Participant: A Director who has commenced, but not terminated,
     participation in the Plan as provided in Article II.

1.15 Period of Service: Each period of an individual's service as a Director
     commencing on the effective date of his election or re-election to the
     Board and ending on a Termination Date, including periods commencing prior
     to the Effective Date.

1.16 Plan: This BJ Services Company Directors' Benefit Plan, as the same may be
     amended from time to time.

1.17 Subsidiary: At any given time, any other corporation of which an aggregate
     of 80% or more of its outstanding voting stock is owned of record or
     beneficially, directly or indirectly, by the Company or any other of its
     Subsidiaries.

1.18 Termination Date: The date on which a Director ceases to serve the Company
     as a Director by reason of his retirement, declination to stand for
     re-election, resignation, disability, removal, death or any other event.

1.19 Trust: Any trust created pursuant to the provisions of Article VIII.

1.20 Trust Agreement: The agreement establishing the Trust.

1.21 Trustee: The entity named from time to time as trustee in the Trust
     Agreement and its successors.

1.22 Trust Fund: The assets held under the Trust as they may exist from time to
     time.

1.23 Years of Service: Each full year of an individual's aggregate Periods of
     Service.

                                   ARTICLE II

                                 PARTICIPATION

2.1  Admission as a Participant

          A Director shall become a Participant on the later of the date on
     which he completes three Years of Service or the Effective Date.
     Notwithstanding the foregoing, in the event a Director dies prior to
     completing three Years of Service and otherwise prior to such


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     Director's Termination Date, such Director shall be considered to have been
     a Participant on the date of his death for all purposes under the Plan.

2.2  Termination of Participation

          A Participant shall cease participation in the Plan upon the earlier
     of his death or the completion of his Benefit Payment Period.

                                  ARTICLE III

                         DEFERRED COMPENSATION BENEFIT

3.1  Benefit Payment Period

          A Participant's Benefit Payment Period shall be a period of time equal
     to the lesser of ten years or the total number of Years of Service
     completed by such Participant as of his Termination Date, and such period
     shall commence on such Participant's Benefit Commencement Date.

3.2  Benefit Commencement Date

          A Participant's Benefit Commencement Date shall be the first day of
     the January coincident with or next succeeding such Participant's
     Termination Date. The initial Benefit payment made to a Participant
     pursuant to the provisions of this Article III shall be made as soon as
     administratively practicable following the Participant's Benefit
     Commencement Date, and subsequent Benefit payments payable to such
     Participant, if any, shall be made on the anniversary of the date of such
     initial payment.

3.3  Benefit Amount

          Subject to the provisions of Article IV, a Participant shall be
     entitled to receive a Benefit based on his Last Annual Retainer for each of
     his Years of Service completed as of his Termination Date, payable in the
     form of equal annual cash installments during such Participant's Benefit
     Payment Period. The amount of the annual installment shall be determined as
     follows:

     (a)  In the event that the Participant's Years of Service is ten or fewer
          years, the annual installment shall be equal to the Last Annual
          Retainer.

     (b)  In the event that the Participant's Years of Service exceeds ten
          years, the annual installment shall be calculated as follows:

          1.   First, the Net Present Value of a series of payments equal to the
               Last Annual Retainer for a period of time equal to the
               Participant's Years of Service shall be calculated.

          2.   Second, the annual installment shall be calculated so that the
               Net Present Value of a series of such annual installments paid
               over a



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               period of ten years equals the Net Present Value obtained in
               Section 3.3(b)1. above.

3.4  Resumption of Service as a Director

     (a)  If payment of a Participant's Benefit hereunder has commenced, such
          payments shall be suspended on the effective date of such
          Participant's re-election to the Board as a Director.

     (b)  Upon a Participant's Termination Date following his re-election to the
          Board, his Benefit shall be recomputed pursuant to the provisions of
          this Article III to reflect such Participant's additional Years of
          Service as a Director following his re-election to the Board and the
          Last Annual Retainer in effect on such Participant's most recent
          Termination Date; provided, however, that (i) such Benefit shall be
          reduced by an amount equal to the payments, if any, such Participant
          received prior to his re-election to the Board and (ii) such
          Participant's remaining Benefit Payment Period shall be determined (A)
          by increasing such Benefit Payment Period (but not in excess of the
          maximum period provided in Section 3.1) by the Participant's
          additional Years of Service as a Director following his re-election to
          the Board and (B) by reducing such Benefit Payment Period by the
          number of years for which Benefit payments were made prior to such
          Participant's re-election to the Board.

                                   ARTICLE IV

                              BENEFIT FORFEITURES

     Any portion of the Benefit of a Participant not previously paid shall be
forfeited to the Company upon a determination by the Board, in its sole
discretion, that such Participant has, after the Effective Date, without the
consent of the Board:

     (a)  Joined the board of directors of, managed, operated, participated in a
          material way in, entered employment with, performed consulting (or any
          other) services for, or otherwise been connected in any material
          manner with a Competitor; or

     (b)  Directly or indirectly acquired an equity interest of five percent or
          greater in a Competitor.

                                   ARTICLE V

                                 DEATH BENEFIT

     Upon the death of a Participant, whether before or after such Participant's
Benefit Commencement Date, such Participant's beneficiary or beneficiaries
(designated by such Participant under rules and procedures established by the
Administrator), or in the absence of such designated beneficiary or
beneficiaries, such Participant's surviving spouse, or if there is no such
surviving spouse, such Participant's estate, shall be entitled to receive the
remaining payments of the Benefit to which such Participant was entitled, if
any. Upon the subsequent death of a Participant's beneficiary or surviving
spouse who is receiving payments hereunder, any Benefit payments remaining under
the Plan shall be paid to the estate of such beneficiary or surviving spouse.
All Benefit payments made pursuant to this Article V following the death of a
Participant shall be made over such Participant's Benefit Payment Period in
accordance with the provisions of Article III;


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provided, however, that any Benefit payments to be made to an estate as a result
of the death of a Participant, his beneficiary or his surviving spouse shall be
paid in a lump-sum that is the Net Present Value of such payments, with the
interest rate used for such Net Present Value determined pursuant to Section 1.3
hereof, but substituting the date of such death for the Participant's
Termination Date.

                                   ARTICLE VI

                           ADMINISTRATION OF THE PLAN

6.1  Administrator

          The Board of Directors shall appoint an Administrator to administer
     the Plan who shall serve at the pleasure of the Board. The Administrator
     shall maintain complete and adequate records pertaining to the Plan,
     including, but not limited to, Participants' Benefits, amounts transferred
     to the Trust, reports from the Trustee and all other records which shall be
     necessary or desirable in the proper administration of the Plan.

6.2  Indemnification

     (a)  The Company shall indemnify the Administrator and/or any of its
          delegates against the reasonable expenses, including attorneys' fees,
          actually and appropriately incurred by them in connection with the
          defense of any action, suit or proceeding, or in connection with any
          appeal thereto, to which they or any of them may be a party by reason
          of any action taken or failure to act under or in connection with the
          Plan (including any action or failure to act constituting negligence)
          and against all amounts paid by them in settlement thereof and against
          all amounts paid by them in satisfaction of a judgment in any such
          action, suit or proceeding, except in relation to matters as to which
          it shall be adjudged in a suit of final adjudication that such
          individual is liable for gross negligence, fraud, deliberate
          dishonesty or willful misconduct in the performance of his duties.

     (b)  In case any proceeding (including any governmental investigation)
          shall be instituted involving any person in respect of which indemnity
          may be sought pursuant to this Section 6.2, such person (the
          "Indemnified Party") shall promptly notify the Company in writing. No
          indemnification provided for in Section 6.2(a) shall be available to
          any party who shall fail to give notice as provided in this Section
          6.2(b) if the Company was unaware of the proceeding to which such
          notice would have related and was prejudiced by the failure to give
          such notice, but the failure to give such notice shall not relieve the
          Company from any liability which it may have to the Indemnified Party
          for contribution or otherwise than on account of the provisions of
          Section 6.2(a). In case any such proceeding shall be brought against
          any Indemnified Party and it shall notify the Company of the
          commencement thereof, the Company shall be entitled to participate
          therein and, to the extent that it shall wish, to assume the defense
          thereof, with counsel satisfactory to such Indemnified Party and shall
          pay as incurred the fees and disbursements of such counsel related to
          such proceeding. In any such proceeding, any Indemnified Party shall
          have the right to retain its own counsel at its own expense.
          Notwithstanding the foregoing, the Company shall pay as incurred the
          fees and expenses of the counsel retained by the Indemnified Party in
          the event (i) the Company and the Indemnified Party shall have
          mutually agreed to the retention of such counsel or (ii)



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          the named parties to any such proceeding (including any impleaded
          parties) include both the Company and the Indemnified Party and
          representation of both parties by the same counsel would be
          inappropriate due to actual or potential differing interests between
          them. It is understood that the Company shall not, in connection with
          any proceeding or related proceedings in the same jurisdiction, be
          liable for the reasonable fees and expenses or more than one separate
          firm for all such Indemnified Parties. Such firm shall be designated
          in writing by the Company. The Company shall not be liable for any
          settlement of any proceeding effected without its written consent but
          if settled with such consent or if there be a final judgment for the
          plaintiff, the Company agrees to indemnify the Indemnified Party from
          and against any loss or liability by reason of such settlement or
          judgment.

                                  ARTICLE VII

                                 NATURE OF PLAN

     This Plan is intended to constitute an unfunded, unsecured promise by the
Company to pay Benefits to each Participant (or his beneficiary) as herein
provided out of the Company's general assets. The adoption of this Plan and any
setting aside of amounts by the Company with which to discharge its obligations
hereunder shall not be deemed to create a trust; legal and equitable title to
any funds so set aside shall remain in the Company, and any recipient of Benefit
payments hereunder shall have no security or other interest in such funds. Any
and all funds so set aside shall remain subject to the claims of the general
creditors of the Company, present and future. This provision shall not require
the Company to set aside any funds, but the Company may set aside such funds if
it chooses to do so.

                                  ARTICLE VIII

                             FUNDING OF OBLIGATION

8.1  Funding

          Article VII above to the contrary notwithstanding, the Company may
     fund all or part of its obligation hereunder by transferring assets to a
     Trust if the provisions of the Trust Agreement creating the Trust require
     the use of the Trust's assets to satisfy claims of the Company's general
     unsecured creditors in the event of the Company's insolvency and provide
     that no Participant shall at any time have a prior claim to such assets.
     The assets of the Trust shall not be deemed to be assets of this Plan.

8.2  Source of Payment

          If a Trust is created hereunder the Administrator shall determine
     whether any payment to be made to a Participant under the provisions of the
     Plan is to be made directly by the Company, from the Trust Fund or by a
     combination of such sources except to the extent the provisions of the
     Trust Agreement specify payment from the Trust Fund. The Plan shall be
     deemed to authorize any payment of a Participant's Benefit from the Trust
     Fund to the extent such payment is required by the provisions of the Trust
     Agreement.



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                                   ARTICLE IX

                            TERMINATION OF THE PLAN

     The Board of Directors may terminate the Plan at any time. Upon termination
of the Plan, each Participant's Benefit shall be determined and commenced
pursuant to Article III hereof, but substituting the date of such termination
for the Participant's Termination Date. Further, Benefit payments payable after
such termination shall be paid in accordance with the provisions of Articles III
and V hereof. Finally, if the Plan is terminated, Participants shall accrue no
additional Benefits hereunder.

                                   ARTICLE X

                             AMENDMENT OF THE PLAN

     The Board of Directors may, without the consent of Participants or their
beneficiaries, amend the Plan at any time and from time to time, provided,
however, that no such amendment may deprive a Participant of the right to
receive his Benefit or be retroactive in effect to the prejudice of any
Participant.

                                   ARTICLE XI

                               GENERAL PROVISIONS

11.1 No Preference over Creditors

          No Participant shall have any preference over the general creditors of
     the Company in the event of the Company's insolvency.

11.2 Incompetency of Payee

          If the Administrator receives evidence satisfactory to him that any
     person entitled to receive a payment hereunder is, at the time the benefit
     is payable, physically, mentally or legally incompetent to receive such
     payment and to give a valid receipt therefor, and that an individual or
     institution is then maintaining or has custody of such person and that no
     guardian, committee or other representative of the estate of such person
     has been duly appointed, the Administrator may direct that such payment be
     paid to such individual or institution maintaining or having custody of
     such person, and the receipt of such individual or institution shall be
     valid and a complete discharge for the payment of such benefit.

11.3 Direct Deposit of Payments

          Payments to be made hereunder may, at the written request of the
     Participant, be made to a bank account designated by such Participant,
     provided that deposits to the credit of such Participant in any bank or
     trust company shall be deemed payment into his hands.

11.4 Construction of Plan

          Wherever appropriate herein, words used in the singular shall be
     considered to include the plural, and words used in the plural shall be
     considered to include the singular.


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     The masculine gender, where appearing in the Plan, shall be deemed to
     include the feminine gender.

11.5 Benefits Not Assignable

          Benefits provided under the Plan may not be assigned or alienated,
     either voluntarily or involuntarily, other than by will or by the
     applicable laws of descent and distribution.

11.6 Controlling Law

          THE LAWS OF THE STATE OF TEXAS SHALL CONTROL THE INTERPRETATION AND
     PERFORMANCE OF THE TERMS OF THE PLAN. THE PLAN IS NOT INTENDED TO QUALIFY
     UNDER SECTION 401(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
     TO COMPLY WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
     AMENDED.

                    EXECUTED effective as of December 7, 2000.

                    BJ SERVICES COMPANY

By:_________________________________



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