**Exhibit 10.66**

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Dear                        : 

**Grant. I am pleased to inform you that the Executive Compensation Committee (the “Committee”) of the Board of Directors of BJ Services Company (the “Company”) has granted to you            shares of Phantom Stock pursuant to the BJ Services Company 2003 Incentive Plan (the “Plan”). The terms defined in the Plan are used in this Agreement with thesame meaning.**

**Each share of Phantom Stock represents the right to receive one share of the Company’s Common Stock, at the end of the deferralperiod specified below. The shares of Phantom Stock hereby granted to you are subject to vesting as described below.**

**No Rights as aShareholder. Until actual shares of the Company’s Common Stock are issued to you, you will not possess any rights of a stockholder of the Company with respect to the Phantom Stock, including, but not limited to, the right to vote shares orreceive dividends.**

**Deferral Period. Subject to the vesting restrictions and provisions described below, one-third ( 1/3) of your Phantom Stock shares will mature and become payable to you as ofNovember 15, 2007. An additional one-third ( 1/3) will bepayable on November 15, 2008 and the remaining ( 1/3) will bepayable on November 17, 2009. However, all deferral periods shall end and payment for the Phantom Stock will be immediately due and payable to you in the event of a Change of Control. Payment in shares will be made to you as soon as reasonablypracticable following the end of the deferral period.**

**Vesting. Subject to the Committee’s right to reducethe number of shares of Phantom Stock that will vest at any given time, the Phantom Stock granted hereby shall only vest, including following termination by reason of death, Disability or Retirement, if the Company shall have earned a profit,exclusive of asset write downs, for the full fiscal year immediately preceding the date on which a portion of the Phantom Stock granted hereby is scheduled to vest (i.e. – for the fiscal year ending September 30, 2007 in respect of theNovember 15, 2007 vesting date, for the fiscal year ending September 30, 2008 in respect of the November 15, 2008 vesting date and for the fiscal year ending September 30, 2009 in**

**respect of the November 15, 2009 vesting date). In the event that your employment is terminated for any reasonother than death, Disability or Retirement prior to the end of the applicable deferral period all Phantom Stock not yet then payable will be forfeited. If your employment is terminated due to death, Disability or Retirement, your Phantom Stock awardwill not be forfeited, but, will, if the Company’s applicable performance targets set forth above are met, mature and become payable at the end of the applicable deferral period. In the event of your death, your Phantom Stock award will, if theCompany’s applicable performance targets set forth above are met, be paid to the representative of your estate.**

**Transferability. Thisaward of Phantom Stock is not transferable by you and may not be pledged, assigned or encumbered by you in any manner. However, in the event of your death, your Phantom Stock award may be transferred by your will or by the laws of descent anddistribution, and your beneficiary will receive the Phantom Stock subject to the same restrictions that are applicable to you.**

**Adjustment ofAwards. In the event of a change in the capitalization of the Company due to a stock split, stock dividend, re-capitalization, merger, consolidation, combination, or similar event, the terms of the Phantom Stock will be adjusted by the Committeeto reflect the change.**

**Tax Gross-Up. To the extent that the payment by the Company of unrestricted shares of Common Stock to or on behalf ofyou in satisfaction of “earned” Phantom Stock (the “Stock Benefit”) constitutes taxable income to you (or, in the event of your death, your beneficiary) for federal and, where applicable, state income tax purposes, the Companyshall make a tandem payment in cash to or on behalf of you (the “Tax Bonus”) in an amount such that the “net” benefit received, after paying all applicable federal and state income taxes, as well as excise or other taxes(assuming, for this purpose, the highest marginal income tax rates for individuals applied) on the Stock Benefit and this Tax Bonus, shall be equal to the Stock Benefit received before any such state or federal income, excise or other taxes thereon.The Tax Bonus shall be paid at the time that withholding is required with respect to the payment of the earned Phantom Stock, to the extent payment is necessary to satisfy the withholding obligation thereon and on the portion of the Tax Bonus thenpaid, and the remainder of the Tax Bonus shall be paid at such time or times as the Company determines to be appropriate, but not later than the April 15th following the calendar year in which Phantom Stock becomes taxable to you. The Companyshall have the right to withhold from the Tax Bonus all tax amounts the Company is obligated under any law to withhold with respect to the payment of the unrestricted shares of Common Stock and the payment of the Tax Bonus.**

**Amendment. The Committee may amend this award and may waive, amend, or accelerate any requirement or condition to the payment of the award, but may not amendthe award in a manner that would adversely affect your rights without your consent.**

**Awards Subject to Plan Terms. The terms of this PhantomStock award are intended to be consistent with and subject to the terms of the Plan and shall be construed accordingly.**

**In the event of a conflict, the terms of the Plan shall control. By signing below, you agree that this award isgoverned by the terms of the Plan.**

**This grant shall be void and of no effect unless you execute and return this Agreement within ninety(90) days of the above date. Please sign and date both copies of this document and return one copy to Mia Mullins in the Legal Department. The other copy is for your records.**

 

**Very truly yours,**

**J. W. Stewart**

**Chairman, President and**

**Chief Executive Officer**

**[Officer]**

 

 

**Date:                                                            , 2006**