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                                                                   Exhibit 10.19

                                  AMENDMENT TO
                               BJ SERVICES COMPANY
                        1999 EMPLOYEE STOCK PURCHASE PLAN

     WHEREAS, BJ Services Company (the "Company") has heretofore adopted the BJ
Services Company 1999 Employee Stock Purchase Plan (the "Plan"); and

     WHEREAS, the Company desires to amend the Plan in certain respects;

     NOW, THEREFORE, the Plan shall be amended as follows, effective as of the
date of adoption of this amendment by the Company:

     1. The following sentence shall be added at the end of subparagraph 5(a) of
the Plan:

         "Notwithstanding the foregoing, if, as of any date that the Plan is in
         effect, there are not sufficient shares of Stock available under the
         Plan to allow for the grant to each participant of an option covering
         the number of shares determined in accordance with the preceding
         sentence, each participant shall be granted an option under the Plan
         for his or her pro-rata share of the total number of shares of Stock
         then available under the Plan."

     2. Subparagraph 5(g) of the Plan shall be deleted and the following shall
be substituted therefor:

                  "(g) CONTINUING ELECTION. Subject to the limitation set forth
         in subparagraph 5(e), a participant (i) who has elected to participate
         in the Plan pursuant to subparagraph 5(b) as of a date of grant and
         (ii) who takes no action to change or revoke such election as of the
         next following date of grant and/or as of any subsequent date of grant
         prior to any such respective date of grant shall be deemed to have made
         the same election, including the same attendant payroll deduction
         authorization, for such next following and/or subsequent date(s) of
         grant as was in effect immediately prior to such respective date of
         grant. If a participant's payroll deductions are limited by
         subparagraph 5(e) for the option period beginning in any calendar year,
         then, subject to the limitation set forth in subparagraph 5(e), such
         payroll deductions shall recommence at the rate provided in such
         participant's payroll deduction authorization for the option period
         beginning in the following calendar year, unless the participant
         changes the amount of his payroll deduction authorization pursuant to
         paragraph 5, withdraws from the Plan as provided in paragraph 7, or is
         terminated from participation in the Plan as provided in paragraph 8."

     3. The following new subparagraph 5(h) shall be added to Paragraph 5 of the
Plan:

              "(h) Special Rules for Option Period Commencing on October 1,
         1999. Notwithstanding any provision of the Plan to the contrary, with
         respect to


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         the option period commencing on October 1, 1999, each eligible
         employee's election to participate in the Company's employee stock
         purchase plan shall apply first to the BJ Services 1990 Employee Stock
         Purchase Plan (the `1990 Plan'). If the number of shares of Stock
         available under the 1990 Plan is not sufficient to allow for the grant
         to each participant of an option covering the number of shares of
         Stock determined in accordance with the penultimate sentence of
         subparagraph 5(a) of the 1990 Plan (the `Elected Shares'), each
         participant (i) shall be granted an option under the 1990 Plan
         covering such participant's pro-rata share of the total number of
         shares of Stock then available under the 1990 Plan in accordance with
         the last sentence of subparagraph 5(a) thereof, (ii) shall be deemed
         to have elected to participate in the Plan to the extent of the excess
         of such participant's number of Elected Shares over the number of
         shares of Stock subject to the option granted to such participant
         under the 1990 Plan (the `Excess Shares') and (iii) shall be granted
         an option under the Plan covering such Excess Shares. With respect to
         the option period commencing on October 1, 1999, options shall be
         granted under the Plan solely in accordance with the preceding
         sentence. Finally, with respect to any option period commencing after
         October 1, 1999, each eligible employee's election to participate in
         the Company's employee stock purchase plan shall apply solely to the
         Plan."

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