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                                                                   EXHIBIT 10.24

                                                            Changes from current
                                                           plan are highlighted.

                                  EXHIBIT "D"

                               THIRD AMENDMENT TO
                     BJ SERVICES COMPANY 2000 INCENTIVE PLAN

     WHEREAS, BJ Services Company (the "Company") has heretofore adopted the BJ
Services Company 2000 Incentive Plan (the "Plan");

     WHEREAS, the Plan has heretofore been amended by two separate amendments
adopted on March 22, 2001, (the "First Amendment" and the "Second Amendment");
and

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

     NOW THEREFORE, the Plan shall be amended as follows, effective as of
October 15, 2001:

     1.   Paragraphs 5(a) and 5(b) of Article IV and the introductory language
          at the beginning of Article IV shall be amended to read as follows:

          "5. Terms and Conditions of Options. Options granted under Article IV
          shall be subject to the following terms and conditions and may contain
          such additional terms and conditions, not inconsistent with Article
          IV, as the Committee shall deem desirable:

               (a) Option Period and Conditions and Limitations on Exercise.
          Options granted under this Article IV shall be exercisable ("Vested")
          and shall expire at such time or times as the Committee, in its
          discretion, may establish in the option agreement. No option shall
          expire later than the date which is ten years after the date of the
          grant ("Option Expiration Date"). Notwithstanding any provision in the
          option agreement to the contrary, however, upon the occurrence of a
          Change of Control, each option previously granted under Article IV
          which is not then Vested shall become immediately Vested.

               (b) Termination of Directorship and Death. For purposes of
          Article IV and each option granted under Article IV, a Non-Employee
          Director's directorship shall be deemed to have terminated at the
          close of Business on the day preceding the first date on which he
          ceases to be a member of the Board for any reason whatsoever
          (including his death). Unless otherwise provided in the option
          agreement, if a Non-Employee Director's directorship is terminated for
          any reason whatsoever (including his death), each option granted to
          him under Article IV and all of his rights thereunder shall wholly and
          completely terminate:

             (i)   At the time the Non-Employee Director's directorship is
                   terminated if his directorship is terminated as a result of
                   his removal from the Board for (A) fraud, theft, or
                   embezzlement committed against the Company or a Subsidiary,
                   affiliated entity or customer of the Company, (B) Non-
                   Employee Director's willful misconduct in performance of his
                   duties as



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               Non-Employee Director or (C) Non-Employee Director's final
               conviction of a felony ("Cause");

         (ii)  At the expiration of a period of one year after the Non-Employee
               Director's death (but in no event later than the Option
               Expiration Date). An option granted under Article IV may be
               exercised by the Non-Employee Director's estate or by the person
               or persons who acquire the right to exercise his option by
               bequest or inheritance with respect to any or all of the shares
               remaining subject to his option at the time of his death;

         (iii) At the expiration of a period of three years after the
               Non-Employee Director's directorship is terminated if such
               person's directorship is terminated as a result of such person's
               resignation or removal from the Board because of disability or if
               such termination occurs at the end of the Director's term
               following a period of service on the Board of at least three
               years (but in no event later than the Option Expiration Date);

         (iv)  At the expiration of a period three months after the Non-Employee
               Director's directorship is terminated for any reason other than
               the reasons specified in subparagraphs (i), (ii) or (iii) above,
               except as otherwise provided in subparagraphs (v) or (vi) below
               (but in no event later than the Option Expiration Date);

         (v)   At the expiration of one year after the Non-Employee Director's
               directorship is terminated if such directorship is terminated
               (other than for Cause) within the one-year period following a
               Change of Control, unless subparagraphs (ii), (iii), (iv) or (vi)
               or Paragraph 5(g) provides for a longer period (but in no event
               later than the Option Expiration Date); or

         (vi)  At the date otherwise specified by the Committee, in its
               discretion, but not later than the Option Expiration Date."

2.   The first sentence of Article IV, Paragraph 5(c) shall be amended to read
     as follows:

          "(c) Manner of Exercise. In order to exercise an option granted under
          Article IV, the person or persons entitled to exercise it shall
          deliver to the Company payment in full for the shares being purchased,
          together with any required withholding tax as provided in Article X."

3.   Paragraph 6 of Article IV shall be renumbered as Paragraph 7 and a new
     Paragraph 6 shall be inserted to read as follows:

          "6. Amendment. The Committee may, with the consent of the person or
          persons entitled to exercise any outstanding option granted under
          Article IV, amend such option. The Committee may at any time or from
          time to time, in its discretion, in the case of any nonqualified
          option previously granted under Article IV which is


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               not then immediately exercisable in full, accelerate the time or
               times at which such option may be exercised to any earlier time
               or times."