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                                                                   EXHIBIT 10.17

                                                           Changes from current
                                                           plan are highlighted.

                                   EXHIBIT "C"

                               FIFTH 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");

     WHEREAS, the Plan has heretofore been amended by three separate amendments
on July 22, 1999 (the "First Amendment"), on December 9, 1999 (the "Second
Amendment") and on March 22, 2001, (the "Third 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. Paragraph 4 of Article IV shall be amended to read as follows:

              "4. Calculation of Exercise Price. The exercise price to be paid
              for each share of Common Stock deliverable upon exercise of each
              option granted under Article IV shall be equal to the fair market
              value per share of Common Stock at the time of the grant, which
              shall be the per share price of the last sale of Common Stock in
              regular trading on the New York Stock Exchange on the trading day
              prior to the grant of such option as reported by The Wall Street
              Journal. The exercise price for each option granted under Article
              IV shall be subject to adjustment as provided in Article IV,
              Paragraph 5(e)."

     2. 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

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                  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 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."

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

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                  "(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."

4.  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
               not then immediately exercisable in full, accelerate the time or
               times at which such option may be exercised to any earlier time
               or times."