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                                    AMENDMENT TO
                                BJ SERVICES COMPANY
                                1997 INCENTIVE PLAN


       WHEREAS, BJ Services Company (the "Company") has heretofore adopted the
BJ Services Company 1997 Incentive 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 first sentence of Article I, Paragraph 2 of the Plan shall be
deleted and the following shall be substituted therefor:

       "The aggregate number of shares of Common Stock, $.10 par value
       per share, of the Company ('Common Stock') that may be issued
       under the Plan shall not exceed 3,000,000 shares; provided,
       however, that in the event that at any time after the effective
       date of the Plan the outstanding shares of Common Stock are
       changed into or exchanged for a different number or kind of shares
       or other securities by reason of merger, consolidation,
       recapitalization, reclassification, stock split, stock dividend,
       combination of shares or the like, the aggregate number and class
       of securities available under the Plan shall be ratably adjusted
       by the Committee (as hereinafter defined), whose determination
       shall be final and binding upon the Company and all other
       interested persons."

       2.     The following shall be added at the end of the first sentence of
Article II, Paragraph 1 of the Plan:

       "(subject to adjustment in the same manner as provided in Article
       I, Paragraph 2 with respect to shares of Common Stock available
       under the Plan)"

       3.     Article II, Paragraph 3(b)(iv) of the Plan shall be deleted and
the following shall be substituted therefor:

              "(iv)   If the Employee Optionee's employment is terminated
       after the six-month period following the date of grant for any
       reason (other than such person's death, retirement, disability or
       Cause termination), at the expiration of a period of three months
       after the Employee Optionee's employment is so terminated except
       (A) as otherwise provided for in the option agreement (but for no
       longer than one year) or (B) as provided in Article XII; provided
       however, notwithstanding anything to the contrary,

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       no option shall ever be exercisable later than the Nonqualified
       Option Expiration Date;"

       4.     Article II, Paragraph 3(b)(v) of the Plan shall be deleted.

       5.     The first sentence of Article II, Paragraph 3(e) of the Plan shall
be deleted and the following shall be substituted therefor:

       "In the event that at any time after the effective date of the
       Plan the outstanding shares of Common Stock are changed into or
       exchanged for, a different number or kind of shares or other
       securities by reason of merger, consolidation, recapitalization,
       reclassification, stock split, stock dividend, combination of
       shares or the like, the Committee shall make an appropriate and
       equitable adjustment in the number and kind of shares as to which
       all outstanding nonqualified options granted under Article II, or
       portions thereof then unexercised, shall be exercisable, and with
       any necessary corresponding adjustment in exercise price per
       share, to the end that after such event the shares subject to
       Article II of the Plan and each Employee Optionee's proportionate
       interest shall be maintained as before the occurrence of such
       event."

       6.     The following shall be added at the end of the first sentence of
Article III, Paragraph 1 of the Plan:

       "(subject to adjustment in the same manner as provided in Article I,
       Paragraph 2 with respect to shares of Common Stock available under
       the Plan)"

       7.     Article III, Paragraph 3(b)(iv) of the Plan shall be deleted and
the following shall be substituted therefor:

              "(iv)   If the Employee Optionee's employment is terminated
       after the six-month period following the date of grant for any
       reason (other than such person's death, retirement, disability or
       Cause termination), at the expiration of a period of three months
       after the Employee Optionee's employment is so terminated except
       (A) as otherwise provided for in the option agreement (but for no
       longer than one year) or (B) as provided in Article XII; provided
       however, notwithstanding anything to the contrary, no option shall
       ever be exercisable later than the ISO Expiration Date;"

       8.     Article III, Paragraph 3(b)(v) of the Plan shall be deleted.

       9.     The first sentence of Article III, Paragraph 3(e) of the Plan
shall be deleted and the following shall be substituted therefor:

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       "In the event that at any time after the effective date of the
       Plan the outstanding shares of Common Stock are changed into or
       exchanged for a different number or kind of shares or other
       securities by reason of merger, consolidation, recapitalization,
       reclassification, stock split, stock dividend, combination of
       shares or the like, the Committee shall make an appropriate and
       equitable adjustment in the number and kind of shares as to which
       all outstanding incentive stock options granted under Article III,
       or portions thereof then unexercised, shall be exercisable, and
       with any necessary corresponding adjustment in exercise price per
       share, to the end that after such event the shares subject to
       Article III of the Plan and each Employee Optionee's proportionate
       interest shall be maintained as before the occurrence of such
       event."

       10.    The last sentence of Article III, Paragraph 3(e) of the Plan shall
be deleted.

       11.    The following shall be added at the end of the first sentence of
Article V, Paragraph 1 of the Plan:

       "(subject to adjustment in the same manner as provided in Article
       I, Paragraph 2 with respect to shares of Common Stock available
       under the Plan)"

       12.    Article VIII of the Plan shall be deleted and the following shall
be substituted therefor:

                                   "ARTICLE VIII

                            ADJUSTMENT OF AWARDS

              "In the event that at any time after the effective date of
       the Plan the outstanding shares of Common Stock are changed into
       or exchanged for a different number or kind of shares or other
       securities by reason of merger, consolidation, recapitalization,
       reclassification, stock split, stock dividend, combination of
       shares or the like, the Committee shall make an appropriate and
       equitable adjustment in the number and kind of shares as to all
       outstanding Awards, or portions thereof then unexercised, and with
       any necessary corresponding adjustment in exercise price per
       share, to the end that after such event the Awards and each
       Employee's proportionate interest shall be maintained as before
       the occurrence of such event.  Any such adjustment made by the
       Committee shall be final and binding upon all Employees, the
       Company, and all other interested persons."

       13.    The following new Article XII shall be added to the Plan:

                                   "ARTICLE XII

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                               CHANGE OF CONTROL

              Notwithstanding any provision to the contrary in the Plan,
       the following additional provisions shall become effective upon
       the occurrence of a Change of Control:

              (a)    PUBLICLY-TRADED STOCK TRANSACTION.  If the
       consideration offered to shareholders of the Company in connection
       with a Change of Control consists of shares of the common stock
       ('New Stock') of the entity acquiring the Company or the parent
       company of the entity acquiring the Company (the 'Acquiring
       Entity') that are publicly traded, upon the occurrence of such
       Change of Control, the Acquiring Entity shall assume the each
       Employee Optionee's outstanding options to purchase Common Stock
       ('Prior Options') and each such Prior Option shall become an
       option (a 'New Option') (i) to purchase that number of shares of
       New Stock determined by multiplying the number of shares of Common
       Stock issuable upon exercise of such Prior Option by the exchange
       ratio of Common Stock in the transaction, (ii) at an exercise
       price per share determined by dividing the per share exercise
       price of such Prior Option by the exchange ratio of Common Stock
       in the transaction and (iii) otherwise upon the same terms and
       conditions as such Prior Option, except that (A) such New Option
       shall be exercisable until the applicable Nonqualified Option
       Expiration Date or ISO Expiration Date regardless of any
       termination of Employee Optionee's employment following the Change
       of Control, and (B) such New Option may be surrendered to the
       Acquiring Entity during the 90-day period following the occurrence
       of the Change of Control in return for a payment in cash or shares
       of New Stock or a combination of cash and shares of New Stock as
       determined by the Acquiring Entity, equal in value to the excess
       of (I) the higher of (1) the per share value of the consideration
       received by shareholders of the Company upon the occurrence of the
       Change of Control (valued for such purpose as of the date of the
       Change of Control) or (2) the highest per share price for Common
       Stock of the Company during the period commencing with the public
       announcement of the proposed Change of Control transaction and
       ending upon the occurrence of the Change of Control over (II) the
       per share exercise price of the Common Stock of the Company under
       the Prior Option, multiplied by the number of shares of Common
       Stock of the Company subject to the Prior Option.

              (b)    OTHER TRANSACTION.  If the consideration offered to
       shareholders of the Company in connection with a Change of Control
       consists of cash or of New Stock that is not publicly traded, upon
       the occurrence of such Change of Control, each Employee Optionee
       shall surrender each of his outstanding options to purchase Common
       Stock to the Acquiring Entity in return for a payment in cash
       equal to the Black-Scholes value of such option as of the date of
       the Change of Control,

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       without discount for risk of forfeiture and non-transferability.  Any
       Black-Scholes valuation for this purpose shall be performed on a basis
       consistent with the methodology set forth on Exhibit A to this Plan."

       14.    The following new Exhibit A shall be added to the Plan:

                            "EXHIBIT A

                     BJ SERVICES CORPORATION

              BLACK-SCHOLES OPTION VALUATION

<TABLE>
       <S>                                              <C>
       The stock's current market value                 $ __________
       Estimated future dividend yield                    __________%
       The option's exercise or strike price            $ __________
       Option term (in years)                             __________
       Risk free rate for option term*                    __________%
       Estimated future annual stock volatility**         __________
       Present value as a percent of market value         __________%
       Present value per share                          $ __________"
</TABLE>


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



        *As determined by the then current rate on Treasury bills with
          a maturity approximating the remaining option life.

       **Based on the prior twelve months volatility.