<PAGE>


   As filed with the Securities and Exchange Commission on October 16, 2002

                                                     Registration No. 333-96981
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------


                                Amendment No. 2


                                      to

                                  FORM S-3/A
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               -----------------

                              BJ SERVICES COMPANY
            (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                        <C>                        <C>
        Delaware            5500 Northwest Central           63-0084140
                                     Drive
     (State or other         Houston, Texas 77092              (I.R.S.
     jurisdiction of            (713) 462-4239         Employer Identification
    incorporation or                                           Number)
      organization)
</TABLE>
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                               -----------------

                        Margaret Barrett Shannon, Esq.
                        Vice President--General Counsel
                         5500 Northwest Central Drive
                             Houston, Texas 77092
                                (713) 462-4239
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                               -----------------

                                  Copies to:
                           G. Michael O'Leary, Esq.
                            Andrews & Kurth L.L.P.
                            600 Travis, Suite 4200
                             Houston, Texas 77002
                                (713) 220-4200

                               -----------------

   Approximate date of commencement of proposed sale to the public:   As soon
as practicable after this Registration Statement becomes effective.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                               -----------------

   The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(A) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(A),
may determine.

<PAGE>


                 Subject to Completion, dated October 16, 2002


PROSPECTUS

                                 $516,350,000

                              BJ SERVICES COMPANY

                           CONVERTIBLE SENIOR NOTES
                                 COMMON STOCK

                               -----------------

                                 The Offering:

   We issued the notes in a private placement at an issue price of $790.76 per
note (79.076% of the principal amount at maturity). Selling securityholders
will use this prospectus to resell their notes and the shares of common stock
issuable upon conversion of the notes.

   Interest on the notes from April 24, 2002 at the rate of 0.50% per year on
the issue price is payable semiannually in arrears on April 24 and October 24
of each year, beginning October 24, 2002. Additionally, on April 24, 2022, the
maturity date of the notes, a holder will receive $1,000 per note. The issue
price of each note represents a yield to maturity of 1.625% per year calculated
from April 24, 2002, including accrued original issue discount and cash
interest payments. The notes will rank equally with all of our existing and
future unsecured and unsubordinated indebtedness.

                         Convertibility of the Notes:


   Holders may convert their notes into 14.9616 shares of our common stock,
subject to adjustment, (1) if the sale price of our common stock issuable upon
conversion of a note reaches specified thresholds, (2) during any period in
which the credit rating of the notes is below a specified level, (3) if the
notes are called for redemption or (4) if specified corporate transactions have
occurred. Our common stock currently trades on the New York Stock Exchange
under the symbol "BJS". On October 15, 2002, the last reported sale price of
our common stock on the New York Stock Exchange was $30.62 per share.


       Purchase of the Notes by BJ Services at the Option of the Holder:

   Holders may require us to purchase all or a portion of their notes on April
24, 2005, 2007, 2012 and 2017 at the prices calculated as described in
"Description of Notes--Purchase of Notes at the Option of the Holder." We may
choose to pay the purchase price in cash or in common stock or a combination of
cash and common stock. In addition, upon a change in control of BJ Services
occurring on or before April 24, 2005, holders may require us to repurchase for
cash all or a portion of their notes.

             Redemption of the Notes at the Option of BJ Services:

   We may redeem for cash all or a portion of the notes at any time on or after
April 24, 2005 at prices calculated as described in "Description of
Notes--Redemption of Notes at Our Option".

                               -----------------

   You should carefully review and consider the information under the headings
"Forward-Looking Statements" on page 4 and "Risk Factors" beginning on page 11
of this prospectus.

                               -----------------

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY
BE CHANGED. WE MAY NOT SELL THESE SECURITIES, NOR MAY OFFERS TO BUY BE
ACCEPTED, UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


               The date of this prospectus is October   , 2002.


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
          <S>                                                     <C>
          Where You Can Find More Information....................  3
          Forward-Looking Statements.............................  4
          Summary................................................  5
             Ratio of Earnings to Fixed Charges.................. 10
          Risk Factors........................................... 11
          Use of Proceeds........................................ 13
          Price Range of Common Stock; Dividend Policy........... 13
          Selected Historical Financial Information (unaudited).. 14
          Capitalization......................................... 15
          Description of Notes................................... 15
          Description of Capital Stock........................... 32
          Certain United States Federal Income Tax Considerations 33
          Selling Securityholders................................ 40
          Plan of Distribution................................... 43
          Legal Matters.......................................... 45
          Experts................................................ 45
</TABLE>

                                      2

<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and current reports, proxy statements and other
information with the SEC. We have also filed with the SEC a registration
statement on Form S-3 to register the notes and the underlying common stock.
This prospectus, which forms part of the registration statement, does not
contain all of the information included in the registration statement. For
further information about BJ Services and the securities offered in this
prospectus, you should refer to the registration statement and its exhibits.
You may read and copy any document we file at the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. Our SEC
filings are also available to the public from commercial document retrieval
services and at the SEC's web site at http://www.sec.gov.

   This prospectus "incorporates by reference" certain information that we have
filed with the SEC under the Securities Exchange Act of 1934 (the "Exchange
Act"). This means that we are disclosing important information to you by
referring you to those documents. Information filed with the SEC after the date
of this prospectus, and prior to the termination of the offering of the notes,
will update and supersede this information.

   We incorporate by reference the documents listed below and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until the offering is completed, including filings after the date
of the initial registration statement and prior to the effectiveness of the
registration statement:

   (a)  Annual Report on Form 10-K for the fiscal year ended September 30, 2001;

   (b)  Quarterly Reports on Form 10-Q for the fiscal quarters ended December
31, 2001, March 31, 2002 and June 30, 2002;


   (c)  Current Reports on Form 8-K, filed with the SEC on February 20, 2002,
May 1, 2002, June 14, 2002 (as amended by current report on Form 8-K/A dated
July 17, 2002), September 17, 2002 and October 15, 2002;


   (d)  The description of our common stock set forth in the registration
statement on Form 8-A/A dated November 14, 2001; and


   (e)  The description of our Series A Junior Participating Preferred Stock,
set forth in the registration statement on Form 8-A/A dated October 15, 2002.


   You should rely only on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of this
document.

   All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this prospectus or after the date of the
registration statement of which this prospectus forms a part and prior to the
termination of the offering will be deemed to be incorporated in this
prospectus by reference and will be a part of this prospectus from the date of
the filing of the document. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this prospectus will be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
prospectus modifies or supersedes that statement. Any statement that is
modified or superseded will not constitute a part of this prospectus, except as
modified or superseded.

   We will provide without charge to you, upon your written or oral request, a
copy of any or all of the documents incorporated by reference in this
prospectus, other than the exhibits to those documents, unless the exhibits are
specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 5500
Northwest Drive Houston, Texas 77092, Attention: Corporate Secretary BJ
Services Company (telephone number: (713) 462-4239).

   Our principal executive office is located at 5500 Northwest Drive, Houston,
Texas 77092 and our telephone number there is (713) 462-4239. Our world wide
web site is located at http://www.bjservices.com. The information contained on
our web site is not part of this prospectus.

                                      3

<PAGE>

                          FORWARD-LOOKING STATEMENTS

   This prospectus and our filings with the Securities and Exchange Commission
that are incorporated in it contain "forward-looking statements", within the
meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E
of the Exchange Act concerning, among other things, our prospects, expected
revenues, expenses and profits, developments and business strategies for our
operations, all of which are subject to certain risks, uncertainties and
assumptions. These forward-looking statements are identified by their use of
terms and phrases such as "expect," "estimate," "project," "believe,"
"achievable" and similar terms and phrases. These statements are based on
certain assumptions and analyses made by us in light of our experience and our
perception of historical trends, current conditions, expected future
developments and other factors we believe are appropriate under the
circumstances. Those statements are subject to the following in the United
States and the other countries in which we operate:

  .   general economic and business conditions,

  .   conditions in the oil and natural gas industry,

  .   fluctuating prices of crude oil and natural gas,

  .   weather conditions that affect conditions in the oil and natural gas
      industry,

  .   the business opportunities that may be presented to and pursued by us,

  .   changes in law or regulations, and

  .   other factors, many of which are beyond our control.

   If one or more of these risks or uncertainties materializes, or if
underlying assumptions prove incorrect, actual results may vary materially from
those expected, estimated or projected. We do not assume any responsibility to
publicly update any of our forward-looking statements.

                                      4

<PAGE>

                                    SUMMARY

   This summary highlights selected information from this prospectus to help
you understand the Convertible Senior Notes due 2022 (which we refer to as the
notes) and our common stock issuable upon conversion of the notes, and is
qualified in its entirety by the more detailed information included elsewhere
or incorporated by reference in this prospectus. You should carefully read this
prospectus as well as the information incorporated by reference, before making
a decision about whether to invest in the notes. You should also carefully
review the section entitled "Risks Related to the Notes", which highlights
certain risks associated with an investment in the notes, to determine whether
an investment in the notes is appropriate for you. You should also carefully
review the section entitled "Certain United States Federal Income Tax
Considerations", which summarizes the material U.S. federal income tax
considerations relating to the ownership and disposition of the notes or shares
of our common stock.

   References in this prospectus to "BJ Services", the "Company", "we", "us"
and "our" are to BJ Services Company.

                              BJ Services Company

   BJ Services Company, whose operations trace back to the Byron Jackson
Company (which was founded in 1872), was organized in 1990 under the corporate
laws of the state of Delaware. We are a leading provider of pressure pumping
and other oilfield services serving the petroleum industry worldwide. Our
pressure pumping services consist of cementing and stimulation services used in
the completion of new oil and natural gas wells and in remedial work on
existing wells, both onshore and offshore. Other oilfield services include
product and equipment sales for pressure pumping services, tubular services
provided to the oil and natural gas exploration and production industry,
commissioning and inspection services provided to refineries, pipelines and
offshore platforms and specialty chemical services.

   Our principal executive office is located at 5500 Northwest Drive, Houston,
Texas 77092 and our telephone number there is (713) 462-4239. Our world wide
web site is located at http://www.bjservices.com. The information contained on
our web site is not part of this prospectus.

                              Recent Developments

  Acquisition of OSCA

   On May 31, 2002 the Company acquired OSCA, Inc. The acquisition was
structured as a merger of a wholly-owned subsidiary of the Company with and
into OSCA, with OSCA surviving the merger as our wholly-owned subsidiary. OSCA
provides specialized oil and natural gas well completion fluids, stimulation
services and downhole completion tools to exploration and production companies,
primarily in the Gulf of Mexico and in select international markets. OSCA's
products and services are used in preparing the well for production and
enhancing recovery of oil and natural gas.

   Under the terms of the merger agreement, OSCA shareholders received $28.00
in cash per share in the merger. The total purchase price of OSCA was
approximately $470 million, including approximately $35 million of OSCA debt we
assumed in the merger. We used a portion of the net proceeds from the placement
of the notes to pay the cash purchase price of OSCA.

                                      5

<PAGE>

                                 The Offering

Notes.......................  $516,350,000 aggregate principal amount at
                              maturity of notes due 2022. Each note was issued
                              at a price of $790.76 per note and has a
                              principal amount at final maturity of $1,000.

Maturity of notes...........  April 24, 2022

Cash interest...............  0.50% per year on the issue price from April 24,
                              2002, payable semiannually in arrears in cash on
                              April 24 and October 24 of each year, beginning
                              October 24, 2002.

Yield to maturity of notes..  1.625% per year (computed on a semiannual bond
                              equivalent basis) calculated from April 24, 2002,
                              taking into account accrued original issue
                              discount and cash interest payments.

Ranking.....................  The notes are unsecured and unsubordinated
                              indebtedness of BJ Services and rank equally with
                              BJ Services' other existing and future unsecured
                              and unsubordinated indebtedness. As of June 30,
                              2002, we had $115.6 million of other indebtedness
                              outstanding.

Original issue discount.....  We offered each note at an original issue
                              discount for U.S. federal income tax purposes
                              equal to the principal amount at maturity of the
                              note less the issue price to investors.
                              Prospective purchasers of notes should be aware
                              that as original issue discount accrues it must
                              be included in their gross income for U.S.
                              federal income tax purposes. See "Certain United
                              States Federal Income Tax Considerations".

Conversion rights...........  For each note surrendered for conversion, if the
                              conditions for conversion are satisfied, we will
                              deliver 14.9616 shares of our common stock or, at
                              our option, cash or a combination of cash and
                              common stock. If we elect to pay holders cash for
                              their notes, we will promptly notify holders of
                              the payment amount no later than two business
                              days following our receipt of a holder's notice
                              of conversion (referred to as the cash settlement
                              notice period). The settlement amount will be
                              based on the average sale price (as defined
                              elsewhere in this prospectus) of our common stock
                              for the five consecutive trading days immediately
                              following either:

                                   the date of our election notice to deliver
                                   cash, which we must give during the cash
                                   settlement notice period, unless we have
                                   earlier given notice of redemption as
                                   described in the prospectus; or

                                   the conversion date, if we have previously
                                   given notice of redemption specifying that
                                   we intend to deliver cash upon conversion
                                   thereafter.

                              If we specify a cash settlement amount, referred
                              to as the cash amount, we will calculate
                              settlement amounts upon conversion as follows:

                              Cash Settlement Portion: the cash amount
                              specified by us, plus

                              Common Stock Settlement Portion: Conversion ratio
                              minus the quotient of the cash amount divided by
                              the average stock price, where

                                      6

<PAGE>

                              the average stock price is the average closing
                              price of our common stock during the five trading
                              days referred to above.

                              Commencing after June 30, 2002, holders may
                              surrender their notes for conversion into shares
                              of common stock in any quarter (and only during
                              such quarter), if the closing sale price of our
                              common stock for at least 20 trading days in a
                              period of 30 consecutive trading days ending on
                              the last trading day of the immediately preceding
                              quarter was more than a specified percentage
                              (beginning at 120% and declining 0.12658% per
                              quarter thereafter to approximately 110% on the
                              last day of the quarter ending March 31, 2022) of
                              the accreted conversion price per share of common
                              stock on the last day of such quarter. The
                              accreted conversion price per share as of any day
                              will equal the sum of the original issue price of
                              a note plus the accrued original issue discount
                              to that day, with that sum divided by the number
                              of shares of common stock issuable upon
                              conversion of a note.

                              Holders may also surrender a note for conversion
                              during any period in which the credit rating
                              assigned to the notes is Ba2 or lower by Moody's
                              Investors Service or BB+ or lower by Standard &
                              Poor's Credit Market Services.

                              Notes or portions of notes in integral multiples
                              of $1,000 principal amount at maturity called for
                              redemption may be surrendered for conversion
                              until the close of business on the second
                              business day prior to the redemption date. In
                              addition, if we make a significant distribution
                              to our stockholders or if we are a party to
                              certain consolidations, mergers or binding share
                              exchanges, notes may be surrendered for
                              conversion as provided in "Description of
                              Notes--Conversion Rights." See "Certain United
                              States Federal Income Tax Considerations" and
                              "Description of Notes--Conversion
                              Rights--Conversion Rights Upon Notice of
                              Redemption."

                              We may increase the conversion rate from time to
                              time at our election by any amount and for any
                              period.

                              No adjustments need be made for any transaction
                              referred to above if we elect to permit holders
                              of the notes to participate in a transaction on a
                              basis and with notice that our board of directors
                              determines to be fair and appropriate in light of
                              the basis and notice on which holders of common
                              stock participate in the transaction. See
                              "Description of Notes--Conversion Rights."

Purchase by BJ Services at
  the option of the holder..
                              Holders may require us to purchase their notes on
                              any of the following dates at the following
                              prices, plus accrued but unpaid cash interest to,
                              but excluding, the purchase date:

                                .   on April 24, 2005 at a price of $817.99 per
                                    note;

                                .   on April 24, 2007 at a price of $836.90 per
                                    note;

                                .   on April 24, 2012 at a price of $886.93 per
                                    note; and

                                .   on April 24, 2017 at a price of $941.18 per
                                    note.

                                      7

<PAGE>

                              We may choose to pay the purchase price in cash
                              or shares of common stock or a combination of
                              cash and shares of common stock. Not later than
                              20 business days prior to each purchase date, we
                              must give notice to holders stating, among other
                              things, whether we will pay the purchase price in
                              cash or in shares of common stock or any
                              combination thereof (specifying the percentages
                              of each). Holders of notes may withdraw any
                              purchase notice at any time prior to the
                              applicable purchase date. At our election, we may
                              also add additional purchase dates on which
                              holders may require us to purchase all or a
                              portion of their notes for cash, common stock or
                              a combination of cash and shares of common stock.

Change in control...........  Upon a change in control of BJ Services occurring
                              on or before April 24, 2005, each holder may
                              require us to repurchase all or a portion of such
                              holder's notes for cash at a price equal to the
                              original issue price of such notes plus accrued
                              original issue discount and accrued but unpaid
                              interest to the date of repurchase. See
                              "Description of Notes--Change in Control Permits
                              Purchase of Notes at the Option of the Holder."
Redemption of notes at the
  option of BJ Services.....  At our election, we may redeem all or a portion
                              of the notes for cash at any time, on or after
                              April 24, 2005, at redemption prices equal to the
                              original issue price of the notes plus accrued
                              original issue discount and accrued but unpaid
                              cash interest to the date of redemption. At any
                              time prior to the close of business on the second
                              business day prior to the redemption date,
                              holders may convert their notes after we have
                              called them for redemption. See "Description of
                              Notes--Redemption of Notes at Our Option."

                              If the tax laws change or are interpreted in a
                              way that adversely affects the tax treatment of
                              the notes, then we, as issuer of the notes, may
                              elect to redeem the notes at prices equal to the
                              original issue price of the notes plus accrued
                              original issue discount and accrued but unpaid
                              cash interest to the date of redemption. See
                              "Description of Notes--Tax Event Redemption."

Sinking fund................  None.

Use of proceeds.............  We will not receive any proceeds from the sale by
                              any selling securityholder of the notes or the
                              underlying common stock.

DTC eligibility.............  The notes are issued in book-entry form and are
                              represented by permanent global certificates
                              without coupons deposited with a custodian for
                              and registered in the name of a nominee of the
                              Depository Trust Company (which we call DTC) in
                              New York, New York. Beneficial interests in any
                              notes are shown on, and transfers are effected
                              only through, records maintained by DTC and its
                              direct and indirect participants, and any such
                              interest may not be exchanged for certificated
                              notes, except in limited circumstances. See
                              "Description of Notes--Depositary--DTC
                              Procedures."

PORTAL eligibility..........  The notes issued in the initial private placement
                              are eligible for trading in PORTAL. Notes resold
                              using this prospectus, however, will

                                      8

<PAGE>

                              no longer be eligible for trading in the PORTAL
                              system. BJ Services does not intend to list the
                              notes on any securities exchange.


Our common stock............  BJ Services is authorized to issue 380,000,000
                              shares of common stock, of which 156,795,191
                              shares were issued and outstanding as of
                              September 30, 2002. Each outstanding share of
                              common stock includes an associated preferred
                              share purchase right. We have a Stockholder
                              Rights Plan, referred to as the rights plan,
                              which is designed to deter coercive takeover
                              tactics and to prevent an acquirer from gaining
                              control of us without offering a fair price to
                              all of our stockholders. In addition, our charter
                              and bylaws may be deemed to have an anti-takeover
                              effect and may delay, defer or prevent a tender
                              offer or takeover attempt that a stockholder
                              might consider to be in such stockholder's best
                              interest.


Trading symbol for our
  common stock..............  Our common stock is traded on the NYSE under the
                              symbol "BJS"

                                      9

<PAGE>

                      RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
                                         Nine Months
                                            Ended
                                           June 30,       Year Ended September 30,
                                         ------------ ---------------------------------
                                         2002   2001   2001  2000    1999   1998  1997
                                         ----- ------ ------ ----- -----    ----- -----
<S>                                      <C>   <C>    <C>    <C>   <C>      <C>   <C>
Ratio of Earnings to Fixed Charges(1)(2) 9.15x 12.84x 14.13x 5.18x 0.09x(3) 4.89x 4.82x
</TABLE>
--------
(1) For the periods indicated, we had no outstanding preferred stock or
    preference stock and, therefore, no dividend requirements on preferred or
    preference stock.
(2) For purposes of computing these ratios, earnings means income (loss) from
    continuing operations before:

  .   income taxes;

  .   minority interest in majority-owned subsidiaries;

  .   interest expense (including amortization of debt costs); and

  .   that portion of rental expenses that we believe represents an interest
      factor.

   Fixed charges means the sum of the following:

  .   interest cost (including amortization of debt costs);

  .   that portion of rental expenses that we believe represents an interest
      factor; and

  .   minority interest in majority-owned subsidiaries.

(3) Earnings were not sufficient for the year ended September 30, 1999 to cover
    fixed charges. The deficiency was $44.9 million.

The foregoing ratios do not give effect to our issuance of the notes until
April 24, 2002 or to the acquisition of OSCA until June 1, 2002. If the
issuance of the notes and the acquisition of OSCA had occurred as of October 1,
2000, our ratio of earnings to fixed charges for the year ended September 30,
2001 and for the nine months ended June 30, 2002 would have been 10.40 and
6.08, respectively.

                                      10

<PAGE>

                                 RISK FACTORS

   Your investment in the notes (and the shares of our common stock issuable
upon conversion of the notes, if any) involves risks. You should carefully
consider the following discussion of risks as well as the other information
contained or incorporated in this prospectus before deciding whether to invest
in the notes.

Risks Related to Our Business

  Risks of Economic Downturn

   Because of the recent economic downturn in the United States and many
foreign economies as well as hostilities following the events of September 11,
2001, there may be decreased demand and lower prices for oil and natural gas
and therefore for our products and services. Our customers are generally
involved in the energy industry, and if these customers experience a business
decline, we may be subject to increased exposure to credit risk. If an economic
downturn occurs, our results of operations may be adversely affected.

  Risks from Operating Hazards

   The Company's operations are subject to hazards present in the oil and
natural gas industry, such as fire, explosion, blowouts and oil spills. These
incidents as well as accidents or problems in normal operations can cause
personal injury or death and damage to property or the environment. Our
customers' operations can also be interrupted. From time to time, customers
seek to recover from the Company for damage to their equipment or property that
occurred while the Company was performing work. Damage to the customers'
property could be extensive if a major problem occurred. For example, operating
hazards could arise:

  .   in the pressure pumping and completion services businesses, during work
      performed on oil and gas wells,

  .   in the specialty chemical business, as a result of use of the Company's
      products in refineries, and

  .   in the process and pipeline business, as a result of work performed by
      the Company at petrochemical plants as well as on pipelines.

  Risks from Unexpected Litigation

   The Company has insurance coverage against operating hazards that it
believes is customary in the industry. However, the insurance has large
deductibles and exclusions from coverage. The Company's insurance premiums can
be increased or decreased based on the claims made by the Company under its
insurance policies. The insurance does not cover damages from breach of
contract by the Company or based on alleged fraud or deceptive trade practices.
Whenever possible, the Company obtains agreements from customers that limit the
Company's liability and intends to seek such agreements from customers of OSCA.
Insurance and customer agreements do not provide complete protection against
losses and risks, and the Company's results of operations could be adversely
affected by unexpected claims not covered by insurance.

  Risks from International Operations

   The Company's international operations are subject to special risks that can
materially affect the Company's sales and profits. These risks include:

  .   limits on access to international markets,

  .   unsettled political conditions, war, civil unrest, and hostilities in
      some petroleum-producing and consuming countries and regions where we
      operate or seek to operate,

  .   fluctuations and changes in currency exchange rates,

  .   the impact of inflation, and

                                      11

<PAGE>

  .   governmental action such as expropriation of assets, general legislative
      and regulatory environment, exchange controls, changes in global trade
      policies such as trade restrictions and embargoes imposed by the United
      States and other countries, and changes in international business,
      political and economic conditions.

  Risks Relating to Acquisitions

   We have acquired OSCA and have acquired other smaller businesses from time
to time. The success of these acquisitions depends upon our ability to
integrate the business, operations and business practices of the businesses we
acquire and to realize expected cost synergies and other benefits from these
acquisitions.

  Other Risks

   Other risk factors that could cause our actual results to be different from
the results we expect include:

  .   weather conditions that affect operating conditions in the oil and
      natural gas industry, and

  .   changes in environmental laws and other governmental regulations.

   Many of these risks are beyond our control. In addition, future trends for
pricing, margins, revenues and profitability remain difficult to predict in the
industries we serve and under current economic and political conditions.

Risks Related to the Notes

   We expect that the trading value of the notes will be significantly affected
   by the price of our common stock and other factors.

   The market price of the notes is expected to be significantly affected by
the market price of our common stock. This may result in greater volatility in
the trading value of the notes than would be expected for nonconvertible debt
securities we issue. In addition, the notes have a number of features,
including conditions to conversion, which, if not met, could result in a holder
receiving less than the value of the common stock into which a note is
otherwise convertible. These features could adversely affect the value and the
trading prices for the notes.

   The yield on the notes may be lower than the yield on a standard debt
   security of comparable maturity.

   The amount we pay you may be less than the return you could earn on other
investments. Your yield may be less than the yield you would earn if you bought
a standard senior debt security of BJ Services with the same stated maturity
date. Your investment may not reflect the full opportunity cost to you when you
take into account factors that affect the time value of money.

   An active trading market for notes may not develop.

   The notes are a new issue of securities for which there is currently no
public market. The notes will not be listed on any securities exchange, and we
do not know whether an active trading market will develop or be maintained for
the notes. To the extent that an active trading market for the notes does not
develop, their liquidity and trading price may be affected adversely. If the
notes are traded, they may do so at a discount from their initial offering
price, depending on prevailing interest rates, the market for similar
securities, the market prices for our common stock, our financial performance
and other factors.

   You should consider the United States Federal income tax consequences of
   owning notes.

   We offered each note at an original issue discount for U.S. federal income
tax purposes equal to the principal amount at maturity of the note less the
issue price to investors. Prospective purchasers of notes should be aware that
as original issue discount accrues it must be included in their gross income
for U.S. federal income tax purposes.

                                      12

<PAGE>

                                USE OF PROCEEDS

   We will not receive any of the proceeds from the sale by the selling
securityholders of the notes or the underlying shares of common stock.

                 PRICE RANGE OF COMMON STOCK; DIVIDEND POLICY

   The following table presents, for the periods indicated, the high and low
closing prices per share of our common stock as reported on the New York Stock
Exchange. All amounts prior to the 2-for-1 stock split effective May 31, 2001
have been restated to reflect the increased number of common shares outstanding
resulting from the stock split.


<TABLE>
<CAPTION>
                                                      High   Low
                                                     ------ ------
              <S>                                    <C>    <C>
              Fiscal Year Ending September 30, 2002:
                 First Quarter...................... $34.00 $17.12
                 Second Quarter.....................  35.32  25.70
                 Third Quarter......................  38.65  32.67
                 Fourth Quarter.....................  34.58  23.30

              Fiscal Year Ending September 30, 2001:
                 First Quarter...................... $36.19 $24.84
                 Second Quarter.....................  42.33  31.81
                 Third Quarter......................  41.13  28.75
                 Fourth Quarter.....................  27.30  14.87

              Fiscal Year Ending September 30, 2000:
                 First Quarter...................... $21.09 $13.78
                 Second Quarter.....................  37.22  19.50
                 Third Quarter......................  37.77  28.38
                 Fourth Quarter.....................  35.00  27.81
</TABLE>



   On October 15, 2002, the last reported sale price for our common stock on
the New York Stock Exchange was $30.62 per share.


   Since our initial public offering in 1990, we have not paid any cash
dividends to our stockholders. We expect that, for the foreseeable future, any
earnings will be retained for the development of our business, used for the
development of our business or used to repurchase shares of our common stock
pursuant to our repurchase program described under the caption "Description of
Capital Stock--Repurchase Program."

                                      13

<PAGE>

                   SELECTED HISTORICAL FINANCIAL INFORMATION
                                  (UNAUDITED)

                 (Dollars in thousands, except per share data)

   The following table sets forth certain unaudited historical information for
the Company.


<TABLE>
<CAPTION>
                                                         Twelve Months Ended September 30,
                                      Nine Months Ended ----------------------------------
                                        June 30, 2002      2001        2000        1999
                                      ----------------- ----------  ----------  ----------
<S>                                   <C>               <C>         <C>         <C>
Operating Data:
   Revenue...........................    $1,392,095     $2,233,520  $1,555,389  $1,131,334
   Operating expenses................     1,182,154      1,697,300   1,360,164   1,146,099
   Operating income (loss)...........       209,941        536,220     195,225     (14,765)
   Interest expense..................        (5,005)       (13,282)    (19,968)    (31,365)
   Other income (expense), net.......        (2,715)         3,676      (1,550)        613
   Income tax expense (benefit)......        70,361        179,922      57,307     (15,221)
   Net income (loss).................       133,584        349,259     117,976     (29,688)
   Earnings (loss) per share (1)
       Basic.........................           .85           2.13         .74        (.21)
       Diluted.......................           .83           2.09         .70        (.21)
   Average shares outstanding
       Basic.........................       157,056        163,885     158,508     141,578
       Diluted.......................       160,590        167,080     168,700     141,578
Financial Position (at end period):
   Property - net....................    $  794,580     $  676,445  $  585,394  $  659,717
   Total assets......................     2,431,487      1,985,367   1,785,233   1,824,764
   Long-term debt, excluding current
     maturities......................       488,231         79,393     141,981     422,764
   Stockholders' equity..............     1,412,315      1,370,081   1,169,771     877,089
Other Data:
   Depreciation and amortization.....    $   76,588     $  104,969  $  102,018  $   99,800
   Capital expenditures (2)..........       132,903        183,414      80,518     110,566
   Goodwill amortization.............                       13,739      13,497      13,525
   Unusual charges...................                                               39,695
</TABLE>

--------
(1) Earnings per share amounts have been restated for all periods presented to
    reflect the increased number of common shares outstanding resulting from
    the 2 for 1 stock split effective May 31, 2001.
(2) Excluding acquisition of businesses.
(3) The following table provides pro forma results for the years ended
    September 30, 2001, 2000 and 1999, as if the non-amortization provisions of
    Statement of Financial Accounting Standards No. 142, "Goodwill and Other
    Intangible Assets," which the Company adopted on October 1, 2001, had been
    applied. This table should be read in conjunction with the financial
    statements and related notes thereto included in our Quarterly Report on
    Form 10-Q for the quarter ended June 30, 2002, which is incorporated herein
    by reference.

<TABLE>
<CAPTION>
                                              For the Year Ended
                                                 September 30,
                                          --------------------------
                                            2001     2000     1999
                                          -------- -------- --------
           <S>                            <C>      <C>      <C>
           Reported net income (loss).... $349,259 $117,976 $(29,688)
           Goodwill amortization.........   13,739   13,497   13,525
                                          -------- -------- --------
           Adjusted net income (loss).... $362,998 $131,473 $(16,163)
                                          ======== ======== ========
           Basic earnings per share:
              Reported net income (loss). $   2.13 $    .74 $   (.21)
              Goodwill amortization......      .08      .09      .10
                                          -------- -------- --------
           Adjusted net income........... $   2.21 $    .83 $   (.11)
                                          ======== ======== ========
           Diluted earnings per share:
              Reported net income (loss). $   2.09 $    .70 $   (.21)
              Goodwill amortization......      .08      .08      .10
                                          -------- -------- --------
              Adjusted net income........ $   2.17 $    .78 $   (.11)
                                          ======== ======== ========
</TABLE>

                                      14

<PAGE>

                                CAPITALIZATION

   The following table sets forth the actual capitalization of BJ Services at
June 30, 2002. This table should be read in conjunction with the financial
statements and related notes thereto included in our Quarterly Report on Form
10-Q for the quarter ended June 30, 2002, which is incorporated herein by
reference.

<TABLE>
<CAPTION>
                                                                                         June 30, 2002
                                                                                         --------------
                                                                                         (in thousands)
<S>                                                                                      <C>
Cash and cash equivalents...............................................................   $   66,486
                                                                                           ==========
Short-term borrowings...................................................................   $   36,094
Long-term debt:
   Convertible Senior Notes due 2022....................................................      409,074
   7% Notes due 2006, net of discount...................................................       78,826
   Notes payable to banks...............................................................          649
                                                                                           ----------
       Total long-term debt, including current maturities...............................      488,549
Stockholders' equity:
   Preferred stock, $1.00 par value; 5,000,000 shares authorized, none issued
   Common stock, $.10 par value; 380,000,000 shares authorized, 156,735,601 outstanding.       17,376
   Capital in excess of par.............................................................      965,655
   Retained earnings....................................................................      816,777
   Accumulated other comprehensive loss.................................................       (1,891)
   Unearned compensation................................................................       (1,988)
   Treasury stock, at cost; 17,019,723 shares...........................................     (383,614)
                                                                                           ----------
       Total stockholders' equity.......................................................    1,412,315
                                                                                           ----------
Total capitalization....................................................................   $1,936,958
                                                                                           ==========
</TABLE>

                             DESCRIPTION OF NOTES


   We issued the notes pursuant to the indenture dated as of April 24, 2002, as
amended (referred to as the indenture), between us and The Bank of New York, as
trustee.


   The following summary does not purport to be complete, and is subject to,
and is qualified in its entirety by reference to, all of the provisions of the
notes and the indenture. We urge you to read the indenture and the form of the
notes, which you may obtain from us upon request. As used in this description,
all references to "BJ Services," "our company" or to "we," "us" or "our" mean
BJ Services Company, excluding, unless otherwise expressly stated or the
context otherwise requires, its subsidiaries.

General

   The notes are our general unsecured unsubordinated obligations limited to an
aggregate principal amount at maturity of $516,350,000. The notes were
initially offered at an issue price to investors of $790.76 per note and with
principal amount at maturity of $1,000 per note. The notes will accrete in
value such that, together with interest payable thereon, the yield to maturity
will be 1.625% per annum. The notes will mature April 24, 2022 unless earlier
redeemed at our option, converted into our common stock at the option of the
holder or repurchased by us at the option of the holder.

   We will pay a portion of the yield to maturity as cash interest at a rate of
0.50% per annum from April 24, 2002 on the issue price semi-annually in arrears
on April 24 and October 24, commencing October 24, 2002, to the registered
holders of record on the preceding April 9 and October 9, respectively. This
cash interest will be calculated on the basis of a 360-day year of twelve
30-day months.

                                      15

<PAGE>

   If any interest payment date, maturity date, redemption date, purchase date
or change in control purchase date of a note falls on a day that is not a
business day, the required payment of principal and interest will be made on
the next succeeding business day as if made on the date that the payment was
due and no interest will accrue on that payment for the period from and after
that interest payment date, maturity date, redemption date, purchase date or
change in control purchase date, as the case may be, to the date of that
payment on the next succeeding business day. The term "business day" means,
with respect to any note, any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required
by law, regulation or executive order to close.

   We may redeem the notes prior to maturity at any time on or after April 24,
2005, as described below under "--Redemption of Notes at Our Option" and
"--Purchase of Notes at the Option of the Holder." The notes do not have the
benefit of a sinking fund. Principal of, and accrued and unpaid interest on,
the notes will be payable at the office of the paying agent, which initially
will be an office or agency of the trustee, or an office or agency maintained
for such purpose, in the Borough of Manhattan, The City of New York. If certain
conditions have been satisfied, the notes may be presented for conversion at
the office of the conversion agent, and for registration of transfer or
exchange at the office of the registrar, each such agent initially being the
trustee. No service charge will be made for any registration of transfer or
exchange of notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

   Maturity, conversion, purchase by us at the option of a holder or redemption
of a note will cause interest to cease to accrue on such note. We may not
reissue a note that has matured or been converted, purchased by us at the
option of a holder, redeemed or otherwise canceled, except for registration of
transfer, exchange or replacement of such note.

   The indenture does not contain any restrictions on the payment of dividends
or the repurchase of our securities or any financial covenants. The indenture
contains no covenants or other provisions to afford protection to holders of
notes in the event of a highly leveraged transaction or a change in control of
the Company except to the extent described under "--Change in Control Permits
Purchase of Notes at the Option of the Holder."

Ranking of Notes

   The notes are unsecured and unsubordinated obligations. The notes rank equal
in right of payment to all of our existing and future unsecured and
unsubordinated indebtedness. As of June 30, 2002, we had $115.6 million of
other debt outstanding.

Conversion Rights

   Holders may surrender notes for conversion into shares of our common stock
only if at least one of the conditions described below is satisfied. The
initial conversion rate is 14.9616 shares of common stock per note, subject to
adjustment upon the occurrence of the specified events described below. Notes
may be submitted for conversion in multiples of $1,000 principal amount at
maturity. A holder of a note otherwise entitled to a fractional share will
receive cash in an amount equal to the value of such fractional share based on
the sale price, as defined below, on the trading day immediately preceding the
conversion date.

   Upon determination that noteholders are or will be entitled to convert their
notes into shares of common stock in accordance with the following provisions,
we will issue a press release and publish such information on our website as
soon as practicable.

   Conversion Rights Based on Common Stock Price.  Commencing after June 30,
2002, holders may surrender their notes for conversion into shares of common
stock in any calendar quarter (and only during such quarter), if, as of the
last day of the immediately preceding quarter, the sale price (as defined
below) of our

                                      16

<PAGE>

common stock for at least 20 trading days in a period of 30 consecutive trading
days ending on the last trading day of such quarter is more than a specified
percentage (beginning at 120% and declining 0.12658% per quarter thereafter to
approximately 110% on the last day of the quarter ending March 31, 2022) of the
accreted conversion price per share of common stock on the last day of such
quarter. The accreted conversion price per share as of any day will equal the
sum of the original issue price of a note plus the accrued original issue
discount to that day, with that amount divided by the number of shares of
common stock issuable upon the conversion of a note on that day, referred to as
the conversion trigger price.

   "Trading day" means a day during which trading in securities generally
occurs on the NYSE or, if the common stock is not listed for trading on the
NYSE, on the principal other national or regional securities exchange on which
the common stock is then listed or, if the common stock is not listed for
trading on a national or regional securities exchange, on the National
Association of Securities Dealers Automated Quotation system or, if the common
stock is not quoted on the National Association of Securities Dealers Automated
Quotation System, on the principal other market on which the common stock is
then traded.

   The following table shows what the conversion trigger price per share of
common stock is for each of the first 12 quarters. These prices reflect the
accreted conversion price per share of common stock multiplied by the
applicable percentage for the respective quarter. Thereafter, the accreted
conversion price per share of common stock increases each quarter by the
accrued original issue discount for the quarter and the applicable percentage
declines by 0.12658% per quarter. The conversion trigger price for the second
calendar quarter of 2022 beginning April 1 is $73.46.

<TABLE>
<CAPTION>
                                  Accreted
                                 Conversion Applicable Conversion
              Quarter*             Price    Percentage  Trigger
              --------           ---------- ---------- ----------
              <S>                <C>        <C>        <C>
              2002:
                 Third Quarter..   $52.96   120.00000%   $63.55
                 Fourth Quarter.    53.11   119.87342     63.66
              2003:
                 First Quarter..   $53.26   119.74684%   $63.78
                 Second Quarter.    53.41   119.62026     63.89
                 Third Quarter..    53.56   119.49368     64.00
                 Fourth Quarter.    53.71   119.36710     64.11
              2004:
                 First Quarter..   $53.87   119.24052%   $64.23
                 Second Quarter.    54.02   119.11394     64.35
                 Third Quarter..    54.17   118.98736     64.46
                 Fourth Quarter.    54.32   118.86078     64.57
              2005:
                 First Quarter..   $54.48   118.73420%   $64.69
                 Second Quarter.    54.63   118.60762     64.80
</TABLE>
--------
*  This table assumes no events have occurred that would require an adjustment
   to the conversion rate.

   Conversion Rights Based on Credit Ratings Downgrade.  Holders may also
surrender a note for conversion during any period in which the credit rating
assigned to the notes is Ba2 or lower by Moody's or BB+ or lower by Standard &
Poor's. The notes will cease to be convertible pursuant to this paragraph
during any period or periods in which all of the credit ratings are above such
levels.

   Conversion Rights Upon Notice of Redemption.  A holder may surrender for
conversion, in accordance with the conversion rights provided herein, a note
called for redemption at any time prior to the close of business on the second
business day immediately preceding the redemption date, even if it is not
otherwise convertible at

                                      17

<PAGE>

such time. A note for which a holder has delivered a purchase notice or a
change in control purchase notice as described below requiring us to purchase
the note may be surrendered for conversion only if such notice is withdrawn in
accordance with the indenture.

   Conversion Rights Upon Occurrence of Certain Corporate Transactions.  If we
are party to a consolidation, merger or binding share exchange pursuant to
which our shares of common stock will be converted into cash, securities or
other property, the notes may be surrendered for conversion at any time during
the period that commences on the date which is 15 days prior to the anticipated
effective date of the transaction and ends on, and does not include, the date
which is 15 days after the actual effective date of such transaction and, at
the effective time, the right to convert a note into shares of common stock
will be changed into a right to convert it into the kind and amount of cash,
securities or other property of BJ Services or another person which the holder
would have received if the holder had converted the holder's note immediately
prior to the transaction. If such transaction also constitutes a change in
control, the holder will be able to require us to purchase all or a portion of
such holder's notes as described under "--Change in Control Permits Purchase of
Notes at the Option of the Holder."

   If we elect to make a distribution described in the third or fourth bullet
of the first paragraph under "--Conversion Rate Adjustments" below which, in
the case of the fourth bullet, has a per share value equal to more than 15% of
the sale price of our shares of common stock on the day immediately preceding
the declaration date for such distribution, we will be required to give notice
to the holders of notes at least 20 days prior to the ex-dividend date for such
distribution and, upon the giving of such notice, the notes may be surrendered
for conversion at any time until the close of business on the business day
immediately preceding the ex-dividend date for such distribution or until we
announce that such distribution will not take place. No adjustment to the
conversion rate or the ability of a holder of a note to convert will be made if
we provide that holders of notes will participate in the transaction without
conversion or in certain other cases.

   Delivery of Common Stock.  On conversion of a note, a holder will not
receive any payment of interest representing accrued and unpaid interest and
accrued original issue discount. Our delivery to the holder of the full number
of shares of common stock into which the note is convertible, together with any
cash payment for such holder's fractional shares, will be deemed:

  .   to satisfy our obligation to pay the principal amount at maturity of the
      note; and

  .   to satisfy our obligation to pay accrued and unpaid interest and accrued
      original issue discount.

   As a result, accrued and unpaid interest and accrued original issue discount
are deemed to be paid in full rather than canceled, extinguished or forfeited.

   If notes are converted after the applicable accrual or record date for
interest and prior to the next succeeding interest payment date, holders of
such notes at the close of business on the accrual or record date will receive
the interest payable on such notes on the corresponding interest payment date
notwithstanding the conversion. Such notes, upon surrender for conversion, must
be accompanied by funds equal to the amount of interest payable on the
principal amount of notes so converted, unless such notes have been called for
redemption, in which case no such payment shall be required.

   The conversion rate will not be adjusted for any interest. A certificate for
the number of whole shares of common stock into which any note is converted,
together with any cash payment for fractional shares, will be delivered through
the conversion agent as soon as practicable following the conversion date. For
a discussion of the tax treatment of a holder receiving shares of common stock
upon conversion, see "Certain United States Federal Income Tax
Considerations--U.S. Holders--Conversion of Notes."

   In lieu of delivery of shares of our common stock upon notice of conversion
of any notes (for all or any portion of the notes), we may elect to pay holders
surrendering notes an amount in cash per note (or a portion of a

                                      18

<PAGE>

note) as specified by us, plus a number of shares calculated by reference to
the average sale price of our common stock for the five consecutive trading
days (referred to as the cash settlement averaging period) immediately
following (a) the date of our notice of our election to deliver cash as
described below if we have not previously given notice of redemption and the
expiration of the conversion retraction period referred to below, or (b) the
conversion date, in the case of conversion following our notice of redemption
specifying that we intend to deliver cash upon conversion, in either case
multiplied by the conversion rate in effect on that date. We will inform the
holders through the trustee no later than two business days following the
conversion date (referred to as the cash settlement notice period) of our
election to pay cash in lieu of delivery of the shares otherwise issuable upon
conversion, unless we have already informed holders of our election in
connection with our optional redemption of the notes as described under
"--Redemption of Notes at Our Option." If we choose to satisfy a portion of our
obligation in cash, our notice of such election will specify the dollar amount
to be satisfied in cash. If we timely elect to pay cash for any portion of the
shares otherwise issuable to you, you may retract your conversion notice at any
time during the two business day period beginning on the day after the final
day of the cash settlement notice period (referred to as the conversion
retraction period); no such retraction can be made (and a conversion notice
shall be irrevocable) if we do not elect to deliver cash in lieu of shares
(other than cash in lieu of fractional shares). If the conversion notice has
not been retracted, then settlement (in cash and/or common stock) will occur on
the day following the final day of the cash settlement averaging period. If an
event of default, as described under "--Events of Default" below (other than a
default in a cash payment upon conversion of the notes), has occurred and is
continuing, we may not pay cash upon conversion of any note or portion of the
note (other than cash for fractional shares).

   If we specify a cash settlement amount (referred to as the cash amount), the
settlement amounts payable with respect to each note will be computed as
follows:

   Cash Settlement Portion: The cash amount specified by us, plus

   Common Stock Settlement Portion: conversion ratio minus the quotient of the
cash amount divided by the average stock price, where the average stock price
is the average closing price of our common stock during the cash settlement
averaging period.

   To convert a note into shares of common stock, a holder must:

  .   complete and manually sign the conversion notice on the back of the note
      or complete and manually sign a facsimile of the conversion notice and
      deliver the conversion notice to the conversion agent;

  .   surrender the note to the conversion agent;

  .   if required by the conversion agent, furnish appropriate endorsements and
      transfer documents; and

  .   if required, pay all transfer or similar taxes.

   Under the indenture, the date on which all of the foregoing requirements
have been satisfied is the conversion date.

   Conversion Rate Adjustments.  The conversion rate will be adjusted for:

  .   dividends or other distributions on our common stock payable in our
      common stock or other capital stock;

  .   subdivisions, combinations or specified reclassifications of our common
      stock;

  .   distributions to all holders of our common stock of specified rights to
      purchase our common stock for a period expiring within 45 days at less
      than the sale price at the "time of determination"; "time of
      determination" means the time and date of the earlier of (i) the
      determination of stockholders entitled to receive rights, warrants or
      options or a distribution and (ii) the time immediately prior to the

                                      19

<PAGE>

      commencement of "ex-dividend" trading for such rights, warrants or
      options or distribution on the New York Stock Exchange or such other
      national or regional exchange or market on which the common stock is then
      listed or quoted; and

  .   distributions to the holders of our common stock of our assets or debt
      securities or certain rights to purchase our securities (excluding cash
      dividends or other cash distributions from current or retained earnings
      other than extraordinary cash dividends). "Extraordinary cash dividends"
      means any cash dividend or distribution that, together with all other
      cash dividends paid to the holders of our common stock during the
      preceding 12-month period, are on a per share basis in excess of the sum
      of 5% of the sale price of the shares of common stock on the day
      preceding the date of declaration of such dividend or distribution.

   If we pay a dividend or make a distribution on shares of our common stock
consisting of capital stock of, or similar equity interests in, a subsidiary or
other business unit of ours, the conversion rate may be adjusted based on the
market value of the securities so distributed relative to the market value of
our common stock, in each case based on the average sale prices of those
securities for the 10 trading days commencing on and including the fifth
trading day after the date on which "ex-dividend trading" commences for such
dividend or distribution on the NYSE or such other national or regional
exchange or market on which the securities are then listed or quoted.

   If a shareholder rights plan, such as our rights agreement described under
"Description of Capital Stock--Stockholder Rights Plan," under which any rights
are issued provides that each share of common stock issued upon conversion of
notes will be entitled to receive such rights, there shall not be any
adjustment to the conversion privilege or conversion rate as a result of:

  .   the issuance of the rights;

  .   the distribution of separate certificates representing the rights;

  .   the exercise or redemption of such rights in accordance with any rights
      agreement; or

  .   the termination or invalidation of the rights.

   The indenture permits us to increase the conversion rate from time to time.

   If we are party to a consolidation, merger or binding share exchange or a
transfer of all or substantially all of our assets, the right to convert a note
into common stock will be changed into a right to convert it into the kind and
amount of securities, cash or other assets of BJ Services or another person
which the holder would have received if the holder had converted the holder's
notes immediately prior to the transaction.

   No adjustment need be made for any transaction referred to above if holders
of the notes are to participate in a transaction on a basis and with notice
that our board of directors determines to be fair and appropriate in light of
the basis and notice on which holders of common stock participate in the
transaction.

   Holders of the notes may, in certain circumstances, be deemed to have
received a distribution subject to United States Federal income tax as a
dividend if:

  .   a taxable distribution to holders of common stock results in an
      adjustment of the conversion rate; or

  .   the conversion rate is increased at our discretion.

   See "Certain United States Federal Income Tax Considerations--U.S.
Holders--Adjustment of Conversion Rate."

                                      20

<PAGE>

Redemption of Notes at Our Option

   Prior to April 24, 2005, the notes will not be redeemable at our option.
Beginning on April 24, 2005, we may redeem the notes for cash at any time as a
whole, or from time to time in part, at a price equal to the original issue
price of the notes to be redeemed plus accrued original issue discount and
accrued and unpaid interest to, but excluding, the date of redemption. We will
give not less than 30 days nor more than 60 days notice of redemption by mail
to holders of the notes.

   The following table shows the redemption price of a note on April 24, 2005,
at each April 24 thereafter prior to maturity and at stated maturity on April
24, 2022. These prices reflect the issue price plus accrued original issue
discount to the redemption date. The redemption price of a note redeemed
between the dates below would include an additional amount reflecting the
additional original issue discount accrued since the next preceding date in the
table.

<TABLE>
<CAPTION>
                               Note      Accrued Original    Redemption
       Redemption Date    Issue Price(1) Issue Discount(2) Price(1) + (2)
       ---------------    -------------- ----------------- --------------
       <S>                <C>            <C>               <C>
       April 24, 2005....    $790.76          $ 27.23        $  817.99
       April 24, 2006....     790.76            36.61           827.37
       April 24, 2007....     790.76            46.14           836.90
       April 24, 2008....     790.76            55.82           846.58
       April 24, 2009....     790.76            65.67           856.43
       April 24, 2010....     790.76            75.67           866.43
       April 24, 2011....     790.76            85.84           876.60
       April 24, 2012....     790.76            96.17           886.93
       April 24, 2013....     790.76           106.67           897.43
       April 24, 2014....     790.76           117.34           908.10
       April 24, 2015....     790.76           128.19           918.95
       April 24, 2016....     790.76           139.21           929.97
       April 24, 2017....     790.76           150.42           941.18
       April 24, 2018....     790.76           161.80           952.56
       April 24, 2019....     790.76           173.38           964.14
       April 24, 2020....     790.76           185.14           975.90
       April 24, 2021....     790.76           197.09           987.85
       At Stated Maturity     790.76           209.24         1,000.00
</TABLE>

   If we decide to redeem fewer than all of the outstanding notes, the trustee
will select the notes to be redeemed in $1,000 principal amounts at maturity or
integral multiples of $1,000 principal amount at maturity. In this case, the
trustee may select the notes by lot, pro rata, or by another method the trustee
considers fair and appropriate.

   If the trustee selects a portion of your notes for partial redemption and
you convert a portion of your notes, the converted portion will be deemed to be
the portion selected for redemption.

Tax Event Redemption

   If a tax event occurs and is continuing, we may, at our option, redeem the
notes in whole (but not in part) at any time at redemption prices equal to the
issue price of the notes plus accrued original issue discount and accrued and
unpaid interest to, but excluding, the date of redemption. Interest on notes
which is due and payable on or prior to the redemption date will be payable to
the holders of the notes registered as such at the close of business on the
relevant record dates. We will give not less than 30 days nor more than 60 days
notice of redemption by mail to the holders of the notes. Unless we default in
payment of the redemption price, on and after the redemption date original
issue discount and interest shall cease to accrue on the notes.

                                      21

<PAGE>

   "Tax event" means the receipt by us of an opinion of nationally recognized
tax counsel experienced in such matters to the effect that there is more than
an insubstantial risk that original issue discount and interest payable by us
on the notes on the next interest payment date would not be deductible, in
whole or in part, by us for United States federal income tax purposes as a
result of any amendment to, change in, or announced proposed change in, the
laws, or any regulations thereunder, of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, any
amendment to or change in any official interpretation or application of any
such law or regulations by any legislative body, court, governmental agency or
regulatory authority or any official interpretation or pronouncement that
provides for a position with respect to any such laws or regulations that
differs from the generally accepted position on the date of this prospectus,
which amendment, change, or proposed change is effective or which
interpretation or pronouncement is announced on or after the date of this
prospectus.

Purchase of Notes at the Option of the Holder

   On April 24, 2005, 2007, 2012 and 2017, holders may require us to purchase
any outstanding note for which the holder has properly delivered and not
withdrawn a written purchase notice, subject to certain additional conditions.
Holders may submit their notes for purchase to the paying agent at any time
from the opening of business on the date that is 20 business days prior to the
purchase date until the close of business on the business day immediately
preceding the purchase date.

   The purchase price of a note will be the following prices, plus accrued and
unpaid interest to, but excluding, the purchase date:

  .   $817.99 per note on April 24, 2005;

  .   $836.90 per note on April 24, 2007;

  .   $886.93 per note on April 24, 2012; and

  .   $941.18 per note on April 24, 2017.

   The purchase prices shown above are equal to the issue price plus accrued
original issue discount to the purchase date. We may, at our option, elect to
pay the purchase price in cash, shares of our common stock, or any combination
thereof. For a discussion of the tax treatment of a holder receiving cash,
shares of our common stock or any combination thereof, see "Certain United
States Federal Income Tax Considerations--U.S. Holders--Exercise of Repurchase
Right."

   We will be required to give notice on a date not less than 20 business days
prior to each purchase date to all holders at their addresses shown in the
register of the registrar, and to beneficial owners as required by applicable
law, stating among other things:

  .   whether we will pay the purchase price of notes in cash or in shares of
      our common stock or any combination thereof, specifying the percentages
      of each;

  .   if we elect to pay, in whole or in part, in shares of our common stock,
      the method of calculating the market price of the common stock; and

  .   the procedures that holders must follow to require us to purchase their
      notes.

   The purchase notice given by each holder electing to require us to purchase
notes shall be given to the paying agent no later than the close of business on
the business day immediately preceding the purchase date and must state:

  .   the certificate numbers of the holder's notes to be delivered for
      purchase;

  .   the portion of the principal amount at maturity of notes to be purchased,
      which must be $1,000 aggregate principal amount at maturity or an
      integral multiple of $1,000 aggregate principal amount at maturity;

                                      22

<PAGE>

  .   that the notes are to be purchased by us pursuant to the applicable
      provisions of the notes; and

  .   if we elect, pursuant to the notice that we are required to give, to pay
      the purchase price in shares of our common stock, in whole or in part,
      but the purchase price is ultimately to be paid to the holder entirely in
      cash because any of the conditions to payment of the purchase price or
      portion of the purchase price in shares of our common stock is not
      satisfied prior to the close of business on the purchase date, as
      described below, whether the holder elects:

      (1) to withdraw the purchase notice as to some or all of the notes to
          which it relates, or

      (2) to receive cash in such event in respect of the entire purchase price
          for all notes or portions of notes subject to such purchase notice.

   If the holder fails to indicate the holder's choice with respect to the
election described in the final bullet point above, the holder shall be deemed
to have elected to receive cash in respect of the entire purchase price for all
notes subject to the purchase notice.

   A holder may withdraw any purchase notice by delivering a written notice of
withdrawal to the paying agent prior to the close of business on the purchase
date.

   The notice of withdrawal shall state:

  .   the principal amount at maturity of the notes being withdrawn, which must
      be $1,000 principal amount at maturity or an integral multiple of $1,000
      principal amount at maturity;

  .   the certificate numbers of the note(s) being withdrawn; and

  .   the principal amount at maturity, if any, of the note(s) that remain
      subject to the purchase notice.

   If we elect to pay the purchase price, in whole or in part, in shares of our
common stock, the number of shares we deliver shall be equal to the portion of
the purchase price to be paid in common stock divided by the market price of a
share of our common stock. We will pay cash based on the market price for all
fractional shares of common stock if we elect to deliver common stock in
payment, in whole or in part, of the purchase price.

   The "market price" means the average of the sale prices of our common stock
for the 20 trading day period ending on (if the third business day prior to the
applicable purchase date is a trading day, or if not, then on the last trading
day prior to) the third business day prior to the applicable purchase date,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of such trading days during such 20 trading day period
and ending on such purchase date, of certain events that would result in an
adjustment of the conversion rate with respect to our common stock.

   The "sale price" of our common stock on any date means the closing per share
sale price (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid
and the average ask prices) on such date on the NYSE on such other principal
United States securities exchange on which the common stock is listed for
trading or, if the common stock is not listed for trading on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated. In the absence of a quotation, we will determine
the sale price on the basis of such quotations as we consider appropriate.

   Because the market price of our common stock is determined prior to the
applicable purchase date, holders of notes bear the market risk with respect to
the value of the common stock to be received from the date such market price is
determined to such purchase date. We may pay the purchase price or any portion
of the purchase price in common stock only if the information necessary to
calculate the market price is published in a daily newspaper of national
circulation or by other appropriate means.

                                      23

<PAGE>

   Upon determination of the actual number of shares of common stock to be
issued for each $1,000 principal amount at maturity of notes in accordance with
the foregoing provisions relating to the purchase of notes at the option of the
holder, we promptly will issue a press release and publish such information on
our website.

   In addition to the above conditions, our right to purchase notes, in whole
or in part, with common stock is subject to our satisfying various conditions,
including:

  .   listing such common stock on the principal United States securities
      exchange on which our common stock is then listed for trading or, if not
      so listed, on Nasdaq;

  .   the registration of our common stock under the Securities Act and the
      Exchange Act, if required; and

  .   any necessary qualification or registration under applicable state
      securities law or the availability of an exemption from such
      qualification and registration.

   If such conditions are not satisfied with respect to a holder prior to the
close of business on the purchase date, we will pay the purchase price of the
notes to the holder entirely in cash. We may not change the form or components
or percentages of components of consideration to be paid for the notes once we
have given the notice that we are required to give to holders of the notes,
except as described in the paragraph above.

   In connection with any purchase offer, we will to the extent applicable:

  .   comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
      offer rules under the Exchange Act which may then be applicable; and

  .   file Schedule TO or any other required schedule under the Exchange Act.

   Our obligation to pay the purchase price of a note for which a purchase
notice has been delivered and not validly withdrawn is conditioned upon the
holder delivering the note, together with necessary endorsements, to the paying
agent at any time after delivery of the purchase notice. We will cause the
purchase price of the note to be paid promptly following the later of the
purchase date and the time of delivery of the note.

   If the paying agent holds money or securities sufficient to pay the purchase
price of the note on the business day following the purchase date in accordance
with the terms of the indenture, then, immediately after the purchase date, the
note will cease to be outstanding, original issue discount and interest on such
note will cease to accrue, whether or not the note is delivered to the paying
agent. Thereafter, all other rights of the holder shall terminate, other than
the right to receive the purchase price upon delivery of the note.

   We may not purchase any notes for cash at the option of holders if an event
of default with respect to the notes has occurred and is continuing, other than
a default in the payment of the purchase price with respect to such notes.

Change in Control Permits Purchase of Notes at the Option of the Holder

   If a change in control (as defined below) with respect to BJ Services occurs
on or prior to April 24, 2005, each holder will have the right, at its option,
subject to the terms and conditions of the indenture, to require us to purchase
for cash all or any portion of the holder's notes in integral multiples of
$1,000 principal amount at maturity, at a price equal to the issue price of
such notes plus accrued original issue discount and accrued and unpaid interest
to the purchase date. We will be required to purchase the notes with respect to
which a change of control purchase notice is given to the paying agent no later
than 35 business days after the occurrence of such change in control. We refer
to this date in this prospectus as the "change in control purchase date."

   Within 15 business days after the occurrence of a change in control, we must
mail to the trustee and to all holders of notes at their addresses shown in the
register of the registrar and to beneficial owners as required by applicable
law a notice regarding the change in control, which notice shall state, among
other things:

  .   the events causing a change in control;

                                      24

<PAGE>

  .   the date of such change in control;

  .   the last date on which a holder may exercise the purchase right;

  .   the change in control purchase price;

  .   the change in control purchase date;

  .   the name and address of the paying agent and the conversion agent;

  .   the conversion rate and any adjustments to the conversion rate;

  .   that notes with respect to which a change in control purchase notice is
      given by the holder may be converted, if otherwise convertible, only if
      the change in control purchase notice has been withdrawn in accordance
      with the terms of the indenture; and

  .   the procedures that holders must follow to exercise these rights.

   To exercise this right to require us to purchase a holder's note(s), the
holder must deliver a written notice so as to be received by the paying agent
no later than the close of business on the change in control purchase date. The
required purchase notice upon a change in control must state:

  .   the certificate numbers of the note(s) to be delivered by the holder;

  .   the portion of the principal amount at maturity of note(s) to be
      purchased, which portion must be $1,000 principal amount at maturity or
      an integral multiple of $1,000 principal amount at maturity; and

  .   that we are to purchase the note(s) pursuant to the applicable provisions
      of the notes.

   A holder may withdraw any change in control purchase notice by delivering to
the paying agent a written notice of withdrawal prior to the close of business
on the change in control purchase date. The notice of withdrawal must state:

  .   the principal amount at maturity of the note(s) being withdrawn, which
      must be $1,000 principal amount at maturity or an integral multiple of
      $1,000 principal amount at maturity;

  .   the certificate numbers of the note(s) being withdrawn; and

  .   the principal amount at maturity, if any, of the note(s) that remain
      subject to a change in control purchase notice.

   Our obligation to pay the change in control purchase price for a note for
which a change in control purchase notice has been delivered and not validly
withdrawn is conditioned upon delivery of the note, together with necessary
endorsements, to the paying agent at any time after the delivery of such change
in control purchase notice. We will cause the change in control purchase price
for such note to be paid promptly following the later of the change in control
purchase date and the time of delivery of such note.

   If the paying agent holds money sufficient to pay the change in control
purchase price of a note on the change in control purchase date in accordance
with the terms of the indenture, then, immediately after the change in control
purchase date, original issue discount and interest will cease to accrue, on
such note, whether or not the note is delivered to the paying agent.
Thereafter, all other rights of the holder shall terminate, other than the
right to receive the change in control purchase price upon delivery of the note.

   Under the indenture, a "change in control" of BJ Services is deemed to have
occurred at such time as:

  .   any person, including its respective affiliates and associates, other
      than BJ Services, its subsidiaries or their employee benefit plans, files
      a Schedule 13D or Schedule TO (or any successor schedule, form or report
      under the Exchange Act) disclosing that such person has become the
      beneficial owner of more than 50% of the aggregate voting power of our
      common stock and other capital stock with equivalent voting rights, or
      other capital stock into which the common stock is reclassified or
      changed, with certain exceptions; or

                                      25

<PAGE>

  .   there shall be consummated any share exchange, consolidation or merger of
      BJ Services pursuant to which our common stock is converted into cash,
      securities or other property in which the holders of our common stock and
      other capital stock with equivalent voting rights immediately prior to
      the share exchange, consolidation or merger, have, directly or
      indirectly, less than a majority of the total voting power in the
      aggregate of all classes of capital stock of the continuing or surviving
      corporation immediately after the share exchange, consolidation or merger.

   The indenture does not permit our board of directors to waive our obligation
to purchase notes at the option of holders in the event of a change in control.

   In connection with any purchase offer in the event of a change in control,
we will to the extent applicable:

  .   comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
      offer rules under the Exchange Act which may then be applicable; and

  .   file Schedule TO or any other required schedule under the Exchange Act.

   The change in control purchase feature of the notes may in certain
circumstances make more difficult or discourage a takeover of BJ Services. The
change in control purchase feature, however, is not the result of our knowledge
of any specific effort:

  .   to accumulate shares of our common stock;

  .   to obtain control of BJ Services by means of a merger, tender offer,
      solicitation or otherwise; or

  .   part of a plan by management to adopt a series of anti-takeover
      provisions.

Instead, the change in control purchase feature resulted from negotiations
between the initial purchasers and us.

   We could, in the future, enter into certain transactions, including certain
recapitalizations, that would not constitute a change in control with respect
to the change in control purchase feature of the notes but that would increase
the amount of our (or our subsidiaries') outstanding indebtedness.

   We may not purchase notes at the option of holders upon a change in control
if there has occurred and is continuing an event of default with respect to the
notes, other than a default in the payment of the change in control purchase
price with respect to the notes.

Events of Default

   The following are events of default for the notes:

   (1) default in payment of the principal amount, redemption price, purchase
       price or change in control purchase price with respect to any notes when
       such become due and payable;

   (2) default in payment of any interest, which default continues for 30 days;

   (3) our failure to comply with any of our other agreements in the notes or
       the indenture upon our receipt of notice of such default from the
       trustee or from holders of not less than 25% in aggregate principal
       amount at maturity of the notes then outstanding, and our failure to
       cure (or obtain a waiver of) such default within 60 days after we
       receive such notice;

   (4) a failure to pay when due at final maturity, or a default that results
       in the acceleration of maturity of, any indebtedness for borrowed money
       of BJ Services or our subsidiaries in an aggregate amount of $50.0
       million or more, unless the acceleration is rescinded, stayed or
       annulled within 30 days after written notice of default is given to us
       by the trustee or holders of not less than 25% in aggregate principal
       amount at maturity of the notes then outstanding; and

                                      26

<PAGE>

   (5) certain events of bankruptcy, insolvency or reorganization with respect
       to us or any of our subsidiaries that is a designated subsidiary or any
       group of two or more subsidiaries that, taken as a whole, would
       constitute a designated subsidiary.

   A "designated subsidiary" means any existing or future, direct or indirect,
subsidiary of BJ Services and its subsidiaries whose assets constitute 15% or
more of the total assets of BJ Services on a consolidated basis.

   Under the indenture, the trustee must give to the holders of notes notice of
all uncured defaults known to it with respect to the notes within 90 days after
such a default occurs (the term default to include the events specified above
without notice or grace periods); provided that, except in the case of default
in the payment of principal of or interest on, any of the notes, the trustee
will be protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interests of the holders of the
notes.

   In case an event of default with respect to any note has occurred and is
continuing, the amount payable to a beneficial owner of a note upon any
acceleration permitted by the notes, with respect to each note, will be the
original issue price of the note plus accrued original issue discount through
the date of such acceleration, and any accrued and unpaid interest through the
date of acceleration. If a bankruptcy proceeding is commenced in respect of us,
the claim of the beneficial owner of a note may be limited, under Section
502(b)(2) of Title 11 of the United States Code, to the original issue price of
the note plus accrued original issue discount, and any interest which has
accrued, as of the commencement of the proceeding.

   In case of default in payment of the notes, whether at the stated maturity
or upon acceleration, the notes will bear interest from and after the maturity
date or date of acceleration, payable upon demand of their beneficial owners,
at 1.625% per year on the unpaid principal amount plus accrued original issue
discount and accrued and unpaid interest, to the extent that payment of any
interest is legally enforceable, in accordance with the terms of the notes to
the date payment of that amount has been made or duly provided for.

   Except when an event of default has occurred and is continuing, the trustee
is not obligated to exercise any of its rights or powers under the indenture at
the request or direction of any holders of notes, unless the holders offer the
trustee reasonable indemnity. If they provide this reasonable indemnification,
the holders of a majority in principal amount of notes may, subject to certain
limitations, direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or of exercising any trust or power
conferred on the trustee. If an event of default has occurred and is
continuing, the trustee is generally required to act as a prudent person would
under the circumstances in the conduct of his or her own affairs.

Modification of the Indenture

   We and the trustee may, without the consent of the holders of the debt
securities issued under the indenture, enter into supplemental indentures for,
among others, one or more of the following purposes:

  .   to evidence the succession of another corporation to our company, and the
      assumption by such successor of our obligations under the indenture and
      the notes;

  .   to add covenants of our company, or surrender any rights of our company,
      or add any rights for the benefit of the holders of notes;

  .   to cure any ambiguity, omission, defect or inconsistency in such
      indenture;

  .   to evidence and provide for the acceptance of any successor trustee with
      respect to the notes or to facilitate the administration of the trusts
      thereunder by one or more trustees in accordance with such indenture; and

  .   to provide any additional events of default.

                                      27

<PAGE>

   With certain exceptions, the indenture or the rights of the holders of the
notes may be modified by us and the trustee with the consent of the holders of
a majority in aggregate principal amount of the notes then outstanding, but no
such modification may be made without the consent of the holder of each
outstanding note affected thereby that would:

  .   alter the manner or rate of accrual or payment of original issue discount
      or interest on any note;

  .   make any note payable in money or securities other than that stated in
      the note;

  .   reduce the principal amount at maturity, redemption price, purchase price
      or change in control purchase price with respect to any note;

  .   make any change that affects the right of a holder to convert any note in
      any adverse manner;

  .   make any change that adversely affects the right to require us to
      purchase a note; and

  .   impair the right to institute suit for the enforcement of any payment
      with respect to, or conversion of, the notes.

Discharge of the Indenture

   We may satisfy and discharge our obligations under the indenture by
delivering to the trustee for cancellation all outstanding notes or by
depositing with the trustee, the paying agent or the conversion agent, if
applicable, after the notes have become due and payable, whether at stated
maturity, or any redemption date, or any purchase date, or a change in control
purchase date, or upon conversion or otherwise, cash or common stock (as
applicable under the terms of the indenture) sufficient to pay all of the
outstanding notes and paying all other sums payable under the indenture by our
company.

Governing Law

   The indenture and the notes will be governed by and construed in accordance
with the laws of the State of New York.

Depositary

  Description of the Global Securities

   All notes are represented by one or more fully registered global securities.
Each global security is deposited with, or on behalf of, DTC (DTC, along with
any successor, is referred to as a "depositary"), as depositary, registered in
the name of Cede & Co., DTC's partnership nominee. Unless and until it is
exchanged in whole or in part for notes in definitive form, no global security
may be transferred except as a whole by the depositary to its nominee or by
such nominee of the depositary or another nominee of the depositary or by the
depositary or any nominee to a successor of the depositary or a nominee of that
successor.

   So long as DTC, or its nominee, is a registered owner of a global security,
DTC or its nominee, as the case may be, will be considered the sole owner or
holder of the notes represented by the global security for all purposes under
the indenture. Except as provided below, the beneficial owners of the notes
represented by a global security will not be entitled to have the notes
registered in their names, will not receive or be entitled to receive physical
delivery of the notes in definitive form and will not be considered the owners
or holders of the notes including for purposes of receiving any reports
delivered by BJ Services or the trustee under the indenture. Accordingly, each
person owning a beneficial interest in a global security must rely on the
procedures of DTC and, if that person is not a participant of DTC, on the
procedures of the participant through which that person owns its interest, to
exercise any rights of a holder under the indenture. We understand that under
existing industry practices, if we request any action of holders or that an
owner of a beneficial interest in a global security desires to give or take any
action which a holder is entitled to give or take under the indenture, DTC would

                                      28

<PAGE>

authorize the participants holding the relevant beneficial interests to give or
take that action, and those participants would authorize beneficial owners
owning through those participants to give or take that action or would
otherwise act upon the instructions of beneficial owners. Conveyance of notices
and other communications by DTC to participants, by participants to indirect
participants and by participants and indirect participants to beneficial owners
will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.

   To ensure that notices of conversion and purchase at the option of a holder
or upon a change in control of BJ Services (or any other notices or actions
permitted or required to be taken by holders of notes under the indenture) are
received by the paying agent by the times required, holders may need to give
substantially earlier instructions to their broker or other intermediary.
Different brokerage firms and intermediaries may have different cut-off times
for accepting and implementing instructions from their clients. Therefore, you
should consult with your broker and other intermediary, if applicable, as to
applicable cut-off times and other notice mechanics.

  DTC Procedures

   The following is based on information provided by DTC.

   DTC acts as securities depositary for the notes. The notes are fully
registered securities registered in the name of Cede & Co., DTC's partnership
nominee. Two fully registered global securities are issued for the notes in the
aggregate principal amount of such issue, and are deposited with DTC.

   DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants deposit with DTC. DTC also facilitates
the settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct participants of DTC include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is owned by a number of its direct
participants and by the NYSE, the American Stock Exchange, and the National
Association of Securities Dealers, Inc. Access to DTC's system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.

   Purchases of the notes under DTC's system must be made by or through direct
participants, which will receive a credit for the notes on DTC's records. The
ownership interest of each beneficial owner is in turn to be recorded on the
records of direct and indirect participants. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owner entered into the transaction.
Transfers of ownership interests in the notes are to be made by entries on the
books of participants acting on behalf of beneficial owners.

   To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
notes with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of the notes; DTC's records reflect only the identity of the direct
participants to whose accounts the notes are credited, which may or may not be
the beneficial owners. The participants will remain responsible for keeping
account of their holdings on behalf of their customers.

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<PAGE>

   Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

   Neither DTC nor Cede & Co. will consent or vote with respect to the notes.
Under its usual procedures, DTC mails an omnibus proxy to BJ Services as soon
as possible after the applicable record date. The omnibus proxy assigns Cede &
Co.'s consenting or voting rights to those direct participants identified in a
listing attached to the omnibus proxy to whose accounts the notes are credited
on the record date.

   Payments of principal and interest made in cash on the notes will be made in
immediately available funds to DTC. DTC's practice is to credit direct
participants' accounts on the applicable payment date in accordance with their
respective holdings shown on the depositary's records unless DTC has reason to
believe that it will not receive payment on that date. Payments by participants
to beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
that participant and not of DTC, the trustee or BJ Services, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and/or interest to DTC is the responsibility of BJ
Services or the trustee, disbursement of those payments to direct participants
will be the responsibility of DTC, and disbursement of those payments to the
beneficial owners will be the responsibility of direct participants and
indirect participants.

  Exchange for Certificated Securities

   If:

    .  the depositary is at any time unwilling or unable to continue as
       depositary and a successor depositary is not appointed by us within 60
       days,

    .  we execute and deliver to the trustee a company order to the effect that
       the global securities shall be exchangeable, or

    .  an event of default under the indenture has occurred and is continuing
       with respect to the notes,

the global notes will be exchangeable for notes in definitive form of like
tenor and of an equal aggregate principal amount at maturity, in denominations
of $1,000 principal amount at maturity and integral multiples of $1,000
principal amount at maturity. The definitive notes will be registered in the
name or names as the depositary shall instruct the trustee. It is expected that
instructions may be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in the global
notes.

   DTC may discontinue providing its services as securities depositary with
respect to the notes at any given time by giving reasonable notice to us or the
trustee. Under these circumstances, in the event that a successor securities
depositary is not obtained, notes certificates are required to be printed and
delivered.

   We may decide to discontinue use of the system of book-entry transfers
through DTC or a successor securities depositary. In that event, notes
certificates will be printed and delivered.

   The information in this section concerning DTC and DTC's system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.

Registration Rights

   We have entered into a registration rights agreement with Banc of America
Securities LLC ("BAS") and Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") pursuant to which we, at our expense, agreed to file with the
SEC a shelf registration statement covering resale of the notes and the shares
of common

                                      30

<PAGE>

stock issuable upon conversion of the notes, within 90 days after the date of
original issuance of the notes. We will use our reasonable commercial efforts
to cause the shelf registration statement to become effective within 180 days
of such date of original issuance, and to keep the shelf registration statement
effective until the earlier of (i) the transfer pursuant to Rule 144 under the
Securities Act or the sale pursuant to the shelf registration statement of all
the securities registered thereunder, (ii) the expiration of the holding period
applicable to such securities held by persons that are not affiliates of ours
under Rule 144(k) under the Securities Act or any successor provision and (iii)
the second anniversary of the effective date of the registration statement,
subject to certain permitted exceptions. We are permitted to suspend the use of
a prospectus that is part of the shelf registration statement under certain
circumstances relating to pending corporate developments, public filings with
the SEC and similar events for a period not to exceed 60 days in any
three-month period and not to exceed an aggregate of 90 days in any 12-month
period. We agreed to pay predetermined liquidated damages to holders of
transfer restricted notes and holders of transfer restricted common stock
issued upon conversion of the notes, if the prospectus is unavailable for the
periods in excess of those permitted above. Such liquidated damages shall
accrue until unavailability is cured, (i) in respect of any notes at a rate per
year equal to 0.25% for the first 90 day period after the occurrence of such
event, and 0.50% thereafter, of the sum of the original issue price thereof
plus the accrued original issue discount thereof at such time and, (ii) in
respect of any shares of common stock issued upon conversion, at a rate per
year equal to 0.25% for the first 90 day period, and 0.50% thereafter, of the
then applicable conversion price (as defined below). So long as unavailability
continues, we will pay liquidated damages in cash on April 24 and October 24 of
each year to the holder of record of the transfer restricted notes or shares of
common stock on the immediately preceding April 1 or October 1. When such
registration default is cured, accrued and unpaid liquidated damages will be
paid in cash to the record holder as of the date of such cure.

   A holder who sells notes or shares of common stock issued upon conversion of
the notes pursuant to the shelf registration statement must complete and
deliver to us a notice and questionnaire at least 10 business days prior to any
distribution of the securities so offered. A holder generally is required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers and be bound by certain provisions of the registration
rights agreement that are applicable to such holder, including certain
indemnification provisions, and will be subject to certain civil liability
provisions under the Securities Act. If the holder of offered securities is not
a named selling securityholder in this prospectus at the time of effectiveness
of the shelf registration statement, upon receipt of a completed questionnaire
together with such other information as we may reasonably request from the
holder, we will, as promptly as practicable but in any event within 20 business
days of such receipt, file such amendments to the shelf registration statement
or supplements to a related prospectus as are necessary to permit such holder
to deliver such prospectus to purchasers of notes or shares of our common stock
issuable upon conversion of the notes, subject to our right to suspend the use
of the prospectus as described above. Any holder that does not complete and
deliver a questionnaire or provide such other information will not be named as
a selling security holder in the prospectus and therefore will not be permitted
to sell the notes or shares of our common stock issuable upon conversion of the
notes pursuant to the shelf registration statement.

   We will pay all of our expenses of the shelf registration statement, will
provide copies of such prospectus to each holder that has notified us of its
acquisition of notes or shares of common stock issued upon conversion of the
notes, will notify each such holder when the shelf registration statement has
become effective and will take certain other actions as are required to permit,
subject to the foregoing, unrestricted resales of the notes and the shares of
common stock issued upon conversion of the notes.

   The term "applicable conversion price" means, as of any date of
determination, the sum of the original issue price plus the accrued original
issue discount of each note as of such date of determination divided by the
conversion rate in effect as of such date of determination or, if no notes are
then outstanding, the conversion rate that would be in effect were notes then
outstanding.

   The summary herein of certain provisions of the registration rights
agreement is subject to, and is qualified in its entirety by reference to, all
the provisions of the registration rights agreement, a copy of which is
available from us upon request.

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<PAGE>

                         DESCRIPTION OF CAPITAL STOCK

   The authorized capital stock of BJ Services consists of 380,000,000 shares
of common stock and 5,000,000 shares of preferred stock, par value $1.00 per
share, including shares of Series A Junior Participating Preferred Stock, par
value $1.00 per share, issuable upon exercise of the Company's preferred share
purchase rights. The following description of the capital stock of BJ Services
does not purport to be complete or to give full effect to the provisions of
statutory or common law and is subject in all respects to the applicable
provisions of the Certificate of Incorporation (referred to as the charter) and
Bylaws (referred to as the bylaws) of the Company, the Certificate of
Designation for the preferred stock, the Amended and Restated Stockholder
Rights Agreement between BJ Services and The Bank of New York, as rights agent
(referred to as the rights agreement), each as amended, which are incorporated
by reference into this prospectus.

Common Stock


   BJ Services is authorized by its charter to issue 380,000,000 shares of
common stock, of which 156,795,191 shares were issued and outstanding as of
September 30, 2002. Each outstanding share of common stock includes an
associated preferred share purchase right (referred to as the right).


   The holders of shares of common stock are entitled to one vote for each
share held on all matters submitted to a vote of common stockholders. The
bylaws provide that, in general, when a quorum is present at any meeting of
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy and entitled to vote shall
decide questions brought before such meeting (except as otherwise required by
statute or the charter or bylaws).

   Each share of common stock is entitled to participate equally in dividends,
if, as and when declared by BJ Services' Board of Directors, and in the
distribution of any assets in the event of liquidation, subject in all cases to
any prior claims and prior rights of outstanding shares of preferred stock. The
shares of common stock have no preemptive or conversion rights, redemption
provisions or sinking fund provisions. The outstanding shares of common stock
are duly and validly issued, fully paid and nonassessable.

Stockholder Rights Plan


   BJ Services has a Stockholder Rights Plan (referred to as the rights plan)
pursuant to the rights agreement, as amended, which is designed to deter
coercive takeover tactics and to prevent an acquirer from gaining control of BJ
Services without offering a fair price to all of BJ Services' stockholders.
Under this plan, each outstanding share of BJ Services' common stock includes
one-quarter of a right which becomes exercisable under certain circumstances,
including when beneficial ownership of BJ Services' common stock by any person,
or group, equals or exceeds 15% of BJ Services' outstanding common stock. Each
right entitles the registered holder to purchase from BJ Services one
one-thousandth of a share of preferred stock at a price of $520, subject to
adjustment under certain circumstances. Upon the occurrence of certain events
specified in the rights plan, each holder of a right (other than a holder who
would be deemed to be an acquiring person under the rights plan) will have the
right, upon exercise of such right, to receive that number of shares of common
stock of BJ Services (or the surviving corporation) that, at the time of such
transaction, would have a market price of two times the purchase price of the
right. No shares of Series A Junior Participating Preferred Stock have been
issued by BJ Services.



   Shares of our common stock issuable upon the conversion or redemption of the
notes will include the associated rights.


Preferred Stock

   Pursuant to the charter, BJ Services is authorized to issue 5,000,000 shares
of preferred stock, and BJ Services' Board of Directors by resolution may
establish one or more series of preferred stock having such number of shares,
designation, relative voting rights, dividend rates, liquidation and other
rights, preferences and

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<PAGE>

limitations as may be fixed by the Board of Directors without any further
stockholder approval. A certificate of designation has been filed with the
Secretary of State of the State of Delaware authorizing 200,000 shares of
Series A Junior Participating Preferred Stock in respect of our rights plan.
The preferred stock could include dividend, liquidation and voting rights that
would limit or qualify the rights of the holders of the common stock.

Certain Anti-Takeover Provisions

   Certain provisions of the charter and bylaws, as well as the rights
agreement, may be deemed to have an anti-takeover effect and may delay, defer
or prevent a tender offer or takeover attempt that a stockholder might consider
to be in such stockholder's best interest, including those attempts that might
result in a payment of a premium over the market price for the shares held by
stockholders. Such provisions include a classified board of directors and the
preferred stock authorized pursuant to the charter. The charter further
provides that (i) stockholders may act only at an annual or special meeting of
stockholders and may not act by written consent; (ii) special meetings of
stockholders can be called only by BJ Services' Board of Directors; (iii) a 75%
vote of the outstanding voting stock is required for the stockholders to amend
the bylaws; (iv) a 75% vote of the outstanding voting stock is required to
amend the charter with respect to certain matters, including, without
limitation, the matters set forth in clauses (i) and (iii) above and (v) a 75%
vote is required for certain business combinations.

Commission Position on Indemnification

   Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling BJ Services pursuant to
the foregoing provisions, BJ Services has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

Repurchase Program

   BJ Services' Board of Directors has authorized a stock repurchase program of
up to $750 million. Repurchases are made at the discretion of BJ Services'
management and the program will remain in effect until terminated by BJ
Services' Board of Directors. Under this program, BJ Services has repurchased
12,792,800 shares at a cost of $219.4 million through fiscal 2000, and
7,014,200 shares at a cost of $177.5 million during fiscal 2001. During the
period that commenced on October 1, 2001 and ended June 30, 2002, BJ Services
has purchased an additional 4,376,000 shares at a cost of $102.1 million.

Listing

   Shares of our common stock and rights are listed for trading on the New York
Stock Exchange, trading under the symbol "BJS".

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

   The following is a summary of the material U.S. federal income tax
considerations relating to the ownership and disposition of the notes or shares
of common stock issuable upon conversion of the notes. This discussion is
limited to holders who hold the notes and any shares of common stock into which
the notes are converted as capital assets.

   This discussion does not contain a complete analysis of all the potential
tax considerations relating to the ownership and disposition of the notes or
shares of common stock. In particular, this discussion does not address all tax
considerations that may be important to you in light of your particular
circumstances such as the alternative minimum tax provisions or special rules
applicable to certain categories of investors. Special rules

                                      33

<PAGE>

may apply, for instance, to certain financial institutions, insurance
companies, tax-exempt organizations, dealers in securities, persons who hold
notes or shares of common stock as part of a hedge, conversion or constructive
sale transaction, or straddle or other integrated or risk reduction
transaction, or persons who have ceased to be United States citizens or to be
taxed as resident aliens. In addition, special rules may apply to holders of
notes or shares of common stock which are partnerships. If a partnership is a
holder, the tax treatment of a partner will generally depend on the status of
the partner and on the activities of the partnership. A holder that is a
partnership, and partners of such partnership, should consult their own tax
advisors. This discussion also does not address the tax consequences arising
under the laws of any foreign, state or local jurisdiction.

   This discussion is based upon the Internal Revenue Code of 1986, as amended,
existing and proposed Treasury Regulations, and judicial decisions and
administrative interpretations thereunder, as of the date hereof, all of which
are subject to change or different interpretations, possibly with retroactive
effect. We cannot assure you that the Internal Revenue Service will not
challenge one or more of the tax results described in this discussion, and we
have not obtained, nor do we intend to obtain, a ruling from the IRS with
respect to the U.S. federal tax consequences of acquiring, holding or disposing
of the notes or shares of common stock.

   Please consult your own tax advisors as to the particular tax consequences
to you of acquiring, holding, converting or otherwise disposing of the notes
and shares of common stock, including the effect and applicability of state,
local or foreign tax laws.

U.S. Holders

   You are a "U.S. holder" for purposes of this discussion if you are a holder
of a note or common stock that is, for U.S. federal income tax purposes:

  .   a citizen or resident of the United States;

  .   a corporation, partnership or other entity created or organized in or
      under the laws of the United States or of any political subdivision
      thereof,

  .   an estate the income of which is subject to U.S. federal income taxation
      regardless of its source; or

  .   a trust if a U.S. court is able to exercise primary supervision over the
      administration of the trust and one or more U.S. persons have the
      authority to control all substantial decisions of the trust.

  Payment of Stated Interest

   Interest paid on the notes generally will be taxable as ordinary interest
income at the time payments are accrued or received in accordance with your
regular method of accounting for U.S. federal income tax purposes provided that
the interest is "qualified stated interest." Qualified stated interest is
stated interest, other than any stated interest payable in kind, that is
unconditionally payable at least annually at a single fixed rate.

  Original Issue Discount on the Notes

   The notes were issued at a substantial discount from their principal amount.
For U.S. federal income tax purposes, the excess of the principal amount of
each note over its issue price constitutes original issue discount, or OID. The
issue price of the notes was $790.76 per $1000 principal amount at maturity.
Thus, the OID of the notes equals $209.24 per $1000 principal amount at
maturity. As the holder of a note, subject to the rules for acquisition premium
discussed below, you will be required to include OID in income as it accrues,
in accordance with a constant yield method, before receipt of the cash or stock
attributable to that income, regardless of your regular method of accounting
for U.S. federal income tax purposes. Under these rules, you will have to
include in gross income increasingly greater amounts of OID in each successive
accrual period. Your original tax basis for determining gain or loss on the
sale or other disposition of a note will be increased by any accrued OID
included in your gross income.

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<PAGE>

   As discussed in this prospectus, we will be required to pay additional
interest in the event of a registration default. The payment of additional
interest would change the yield on the notes and would therefore change the
rate at which OID accrues. We do not expect a registration default to occur and
therefore intend to report the accrual of OID on the notes on the basis that no
additional interest will become payable.

  Market Discount.

   The resale of notes may be affected by the impact on a purchaser of the
market discount provisions of the Internal Revenue Code. Under the market
discount rules, a U.S. holder who purchases a note at a market discount
generally will be required to treat any gain recognized on the disposition of
the note as ordinary income to the extent of the lesser of the gain or the
portion of the market discount that accrued during the period that the U.S.
holder held the note. Market discount is generally defined as the amount by
which your purchase price for a note is less than the revised issue price of
the note on the date of purchase, subject to a statutory de minimis exception.
A note's revised issue price equals the sum of the issue price of the note and
the aggregate amount of the OID includible in the gross income of all holders
of the note for periods before the acquisition of the note by the holder,
likely reduced, although the Internal Revenue Code does not expressly so
provide, by any cash payment in respect of the note other than qualified stated
interest. Generally, a note's issue price is the first price at which a
substantial amount of the notes was sold to investors, not including sales to
underwriters or placement agents, including the initial purchasers. If you
acquire a note at a market discount you may be required to defer a portion of
any interest expense that otherwise may be deductible on any indebtedness
incurred or continued to purchase or carry the note until you dispose of the
note in a taxable transaction.

   A U.S. holder who has elected under applicable Internal Revenue Code
provisions to include market discount in income annually as the discount
accrues will not, however, be required to treat any gain recognized as ordinary
income or to defer any deductions for interest expense under these rules. In
that case your tax basis in a note is increased by each accrual of amounts
treated as market discount. This election to include market discount in income
currently, once made, applies to all market discount obligations acquired on or
after the first day of the taxable year to which the election applies and may
not be revoked without the consent of the IRS. U.S. holders should consult
their tax advisors as to the portion of any gain that would be taxable as
ordinary income under these provisions and any other consequences of the market
discount rules that may apply to them in particular.

  Acquisition Premium.

   A U.S. holder of a note is generally subject to the rules for accruing OID
described above. However, if your purchase price for the note exceeds the
adjusted issue price but is less than or equal to the sum of all amounts
payable on the note after the purchase date other than payments of qualified
stated interest, the excess is acquisition premium and is subject to special
rules. The adjusted issue price of your note for this purpose generally is the
sum of the issue price of the note plus the OID that has accrued on your note,
less any prior payments of the note other than a payment of qualified stated
interest.

   Acquisition premium ratably offsets the amount of accrued OID otherwise
includible in your taxable income, that is, you may reduce the daily portions
of OID by a fraction, the numerator of which is the excess of your purchase
price for the note over the adjusted issue price, and the denominator of which
is the excess of the sum of all amounts payable, other than qualified stated
interest, on the note after the purchase date over the note's adjusted issue
price. As an alternative to reducing the amount of OID otherwise includible in
income by this fraction, you may elect to compute OID accruals with respect to
the notes by treating the purchase as a purchase at original issue and applying
the OID rules described above.

  Election to Treat All Interest as Original Issue Discount.

   U.S. holders may elect to include in gross income all amounts in the nature
of interest that accrue on a note, including any stated interest, acquisition
discount, OID, market discount, de minimis market discount and unstated
interest, as adjusted by acquisition premium, by using the OID rules described
above. An election for a

                                      35

<PAGE>

note with market discount results in a deemed election to accrue market
discount in income currently for the note and for all other evidences of
indebtedness you acquire with market discount on or after the first day of the
taxable year to which the election first applies, and may be revoked only with
permission of the IRS. Your tax basis in a note is increased by each accrual of
the amounts treated as OID under the election described in this paragraph.

  Sale, Exchange or Retirement of the Notes

   Except as described below, upon the sale, exchange or retirement of a note,
you will recognize gain or loss equal to the difference between the sale or
redemption proceeds (except to the extent attributable to the payment of
accrued interest) and your adjusted tax basis in the note. Your adjusted tax
basis in a note will generally equal your cost of the note increased by any OID
or market discount previously included in income with respect to the note and
reduced by any payments other than payments of interest made on the note.
Subject to the market discount rules discussed above, gain or loss realized on
the sale, exchange or retirement of a note will generally be capital gain or
loss and will be long term capital gain or loss if the note is held for more
than one year. Payments attributable to accrued interest which you have not
included in income will be taxed as ordinary interest income. You should
consult your tax advisors regarding the treatment of capital gains, which may
be taxed at lower rates than ordinary income for taxpayers who are individuals,
and capital losses, the deductibility of which is subject to limitations.

  Conversion of Notes

   The conversion of a note into common stock will generally not be a taxable
event, except with respect to cash received in lieu of a fractional share. To
the extent the notes converted into common stock have accrued market discount,
the amount of the unrecognized accrued market discount will carry over to the
common stock and will be treated as ordinary income upon disposition of that
common stock. Your basis in the common stock received on conversion of a note
will be the same as your basis in the note at the time of conversion, exclusive
of any tax basis allocable to a fractional share. The holding period for the
common stock received on conversion will include the holding period of the
converted note, except that the holder's holding period for common stock
attributable to accrued OID may commence on the day following the date of
conversion. Subject to the market discount rules discussed above, the receipt
of cash in lieu of a fractional share upon conversion of a note should
generally result in capital gain or loss measured by the difference between the
cash received for the fractional share interest and your tax basis in the note
allocable to the fractional share interest.

  Exercise of Repurchase Right

   If you require us to repurchase a note on a repurchase date and if we issue
shares of common stock in full satisfaction of the repurchase price, the
exchange of a note for shares of common stock will be treated the same as a
conversion. If you require us to repurchase a note on a repurchase date and if
we deliver a combination of cash and common stock in payment of the repurchase
price, then, in general, you will realize gain, but not loss, to the extent
that the cash and the value of the common stock exceeds your adjusted tax basis
in the note, but in no event will the amount of recognized gain exceed the
amount of cash received. This gain will be subject to the market discount rules
discussed above. Your basis in the common stock received will be the same as
your basis in the note tendered, except for any basis allocable to a fractional
share, decreased by the amount of cash received, other than cash received in
lieu of a fractional share, and increased by the amount of any gain recognized,
other than with respect to a fractional share. The holding period of the common
stock received in the exchange will include the holding period for the note
tendered to us, except that the holding period of shares attributable to OID
may commence on the day following the date of delivery. Subject to the market
discount rules discussed above, the receipt of cash in lieu of a fractional
share of common stock should generally result in capital gain or loss measured
by the difference between the cash received for the fractional share interest
and your tax basis in the note allocable to the fractional share interest. To
the extent the notes tendered in exchange for common stock have accrued market
discount, the amount of the unrecognized accrued market discount will carry
over to the common stock and will be treated as ordinary income upon
disposition of that common stock.

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<PAGE>

  Adjustment of Conversion Rate

   If at any time we make a distribution of property to stockholders that would
be taxable to the stockholders as a dividend for U.S. federal income tax
purposes (for example, distributions of evidences of indebtedness or assets of
ours, but generally not stock dividends or rights to subscribe for common
stock) and, pursuant to the anti-dilution provisions of the indenture, the
conversion rate of the notes is increased, that increase may be deemed to be
the payment of a taxable dividend to you to the extent of our current or
accumulated earnings and profits. If the conversion rate is increased at our
discretion or in certain other circumstances, that increase also may be deemed
to be the payment of a taxable dividend to you.

  Ownership and Disposition of Common Stock

   Distributions, if any, paid on shares of common stock generally will be
includable in your income as ordinary income to the extent made from our
current or accumulated earnings and profits. Subject to the market discount
rules discussed above, upon the sale, exchange or other disposition of shares
of common stock, you generally will recognize capital gain or capital loss
equal to the difference between the amount realized on the sale or exchange and
your adjusted tax basis in the shares. You should consult your tax advisors
regarding the treatment of capital gains, which may be taxed at lower rates
than ordinary income for taxpayers who are individuals, and capital losses, the
deductibility of which is subject to limitations.

  Information Reporting and Backup Withholdings

   Original issue discount and payments of interest on the notes, payments of
dividends on the common stock, and the proceeds of the sale or other
disposition of the notes or shares of common stock may be subject to
information reporting and U.S. federal backup withholding tax if the recipient
of such payment fails to supply an accurate taxpayer identification number or
otherwise fails to comply with applicable United States information reporting
or certification requirements. The backup withholding rate is currently 30% and
will be reduced periodically until 2006, when the backup withholding rate will
be 28%. After December 31, 2010, the backup withholding rate will be increased
to 31%.

   The amount of any backup withholding from a payment to you will be allowed
as a credit against your U.S. federal income tax liability and may entitle you
to a refund, provided that the required information is furnished to the IRS.

Non-U.S. Holders

   You are a "non-U.S. holder" for purposes of this discussion if you are a
holder of a note or common stock that is not a U.S. holder as described above.

  Withholding Taxes

   The payments of principal, interest and any OID on a note will not be
subject to U.S. federal withholding tax, provided that in the case of a payment
in respect of interest or OID:

  .   you do not actually or constructively own 10% or more of the total
      combined voting power of all classes of our stock;

  .   you are not a controlled foreign corporation that is related to us within
      the meaning of the Internal Revenue Code; and

  .   you satisfy the certification requirements of Sections 871(h) or 881(c)
      of the Internal Revenue Code, as described below under "--Owner Statement
      Requirement."

   Under section 871(h)(4) of the Internal Revenue Code, otherwise exempt
interest, including OID, is subject to U.S. federal withholding tax if that
interest or OID is based on certain enumerated equity-like features.

                                      37

<PAGE>

Although the IRS has not provided any guidance regarding the application of
this provision to an instrument such as a note, we have been advised that this
section should not apply and, accordingly, do not plan to withhold amounts,
provided the conditions above are met.

   Except to the extent otherwise provided under an applicable tax treaty, you
generally will be taxed in the same manner as a U.S. holder with respect to
interest and OID on a note if that interest or OID is effectively connected
with a trade or business you conduct in the United States. Effectively
connected interest and OID received by a non-U.S. holder which is a foreign
corporation may also be subject to an additional "branch profits tax" at a 30%
rate or, if applicable, a lower treaty rate, subject to certain adjustments.
That effectively connected interest and OID will not be subject to withholding
tax if the holder delivers a properly completed and executed IRS Form W-8ECI to
the payor.

  Dividends

   Distributions on our common stock will constitute a dividend for U.S.
federal income tax purposes to the extent of our current or accumulated
earnings and profits as determined under U.S. federal income tax principles.
Dividends, if any, paid to you on shares of our common stock generally will be
subject to a 30% U.S. federal withholding tax, subject to reduction if you are
eligible for the benefits of an applicable income tax treaty. You will be
required to satisfy specific certification requirements in order to claim
treaty benefits. Except to the extent otherwise provided under an applicable
tax treaty, you generally will be taxed in the same manner as a U.S. holder on
dividends that are effectively connected with your conduct of a trade or
business in the United States. If you are a foreign corporation, you may also
be subject to a U.S. branch profits tax on such effectively connected income at
a 30% rate or such lower rate as may be specified by an applicable income tax
treaty, subject to certain adjustments.

  Gain on Disposition of the Notes and Common Stock

   You generally will not be subject to U.S. federal income tax on gain
realized on the sale, exchange or redemption of a note, including the exchange
of a note for shares of common stock, or the sale or exchange of shares of
common stock unless:

  .   you are an individual present in the United States for 183 days or more
      in the year of such sale, exchange or redemption and either (A) you have
      a "tax home" in the United States and certain other requirements are met,
      or (B) the gain from the disposition is attributable to an office or
      other fixed place of business in the United States;

  .   in the case of an amount which is attributable to accrued interest or
      OID, you do not meet the conditions for exemption from U.S. federal
      withholding tax, as described in "- Withholding Taxes", above;

  .   the gain is effectively connected with a trade or business you conduct in
      the United States; or

  .   we are, or have been during specified periods, a U.S. real property
      holding corporation for U.S. federal income tax purposes.

   If we are or have been a U.S. real property holding corporation, a non-U.S.
holder will generally not be subject to U.S. federal income tax on gain
recognized on a sale or other disposition of our common stock provided that the
non-U.S. holder does not hold, and has not held during certain periods,
directly or indirectly, more than 5% of the outstanding notes or more than 5%
of our outstanding common stock, and our common stock continues to be regularly
traded on an established securities market for U.S. federal income tax
purposes. If we are or have been a U.S. real property holding corporation and
the above exception does not apply, a non-U.S. holder will be subject to U.S.
federal income tax with respect to gain realized on any sale or other
disposition of our common stock as well as to withholding tax, generally at a
rate of 10% on the proceeds. Any amount withheld pursuant to a withholding tax
will be creditable against a non-U.S. holder's U.S. federal income tax
liability.

                                      38

<PAGE>

  Owner Statement Requirement

   Sections 871(h) and 881(c) of the Internal Revenue Code require that either
the beneficial owner of a note or a securities clearing organization, bank or
other financial institution that holds customers' securities in the ordinary
course of its trade or business (a "financial institution") and that holds a
note on behalf of a non-U.S. holder files a statement with us or our agent to
the effect that the non-U.S. holder is not a U.S. person in order to avoid
withholding of the U.S. federal income tax. Under current regulations, this
requirement will be satisfied if we or our agent receives:

  .   a statement (an "owner statement") from the beneficial owner of a note in
      which that owner certifies, under penalties of perjury, that the owner is
      not a U.S. person and provides such owner's name and address; or

  .   a statement from the financial institution holding the note on behalf of
      the beneficial owner in which the financial institution certifies, under
      penalties of perjury, that it has received the owner statement, together
      with a copy of it.

   Generally, this statement is made on IRS Form W-8BEN. The beneficial owner
must inform us or our agent (or, in the case of a statement described in the
second bullet point of the immediately preceding sentence, the financial
institution) within 30 days of any change in information on the owner
statement. A non-U.S. holder who is not an individual or corporation (or an
entity treated as a corporation for federal income tax purposes) holding the
notes on its own behalf may have additional reporting requirements. In
particular, in the case of notes held by a foreign partnership (or foreign
trust), the partnership (or trust) will be required to provide the statement
from each of its partners (or beneficiaries), and the partnership (or trust)
will be required to provide certain additional information.

  Information Reporting and Backup Withholding

   You may have to comply with specific certification procedures (as described
above) to establish that you are not a United States person in order to avoid
backup withholding tax requirements with respect to our payments of interest
and principal, including payments in respect of OID, on the notes. In addition,
we must report annually to the IRS and to each non-U.S. holder the amount of
any dividends paid to, and the tax withheld with respect to, that holder,
regardless of whether any tax was actually withheld. Copies of these
information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authorities of the country in which you
reside.

   The amount of any backup withholding from a payment to you will be allowed
as a credit against your U.S. federal income tax liability and may entitle you
to a refund, provided that the required information is furnished to the IRS.

                                      39

<PAGE>

                            SELLING SECURITYHOLDERS

   The notes were originally issued to and resold by BAS and Merrill Lynch in
transactions exempt from the registration requirements of the Securities Act to
persons reasonably believed by BAS or Merrill Lynch to be "qualified
institutional buyers," as defined by Rule 144A under the Securities Act. The
selling securityholders may from time to time offer and sell pursuant to this
prospectus any or all of the notes listed below and the shares of common stock
issuable upon conversion of the notes. When we refer to the "selling
securityholders" in this prospectus, we mean those persons listed in the table
below, as well as their transferees, pledgees, donees or successors.

   We are filing this registration statement pursuant to a registration rights
agreement that we entered into with BAS and Merrill Lynch. We agreed, at our
expense, for the benefit of the holders, to file a shelf registration statement
covering the resale of the notes and the shares of common stock issuable upon
conversion of the notes.

   The selling securityholders listed below and the beneficial owners of the
notes and their transferees, pledgees, donees or other successors, if not
identified in this prospectus then identified in supplements to this prospectus
as required, are the selling securityholders under this prospectus. The
following table sets forth, as of a recent practicable date prior to the
effectiveness of the registration statement of which this prospectus is a part,
information with respect to the selling securityholders named below and the
principal amount at maturity of notes that each selling securityholder may
offer pursuant to this prospectus and the number of shares of common stock into
which the notes are convertible.

   The table set forth below is based solely on information that has been
provided by or on behalf of the selling securityholders as of a recent
practicable date prior to the effectiveness of this registration statement of
which this prospectus is a part. Except as indicated below, none of the selling
securityholders has, or within the past three years has had, any position,
office or other material relationship with us or any of our predecessors or
affiliates. However, any or all of the notes or shares of common stock listed
below may be offered for sale pursuant to this prospectus by the selling
securityholders from time to time. Accordingly, no estimate can be given as to
the amounts of notes or common stock that will be held by the selling
securityholders upon consummation of any sales. In addition, the selling
securityholders listed in the table may have sold or transferred, in
transactions exempt from the registration requirements of the Securities Act,
some or all of their notes since the date as of which the information in the
table is presented.

   Information about the selling securityholders may change over time. Any
changed information will be set forth in prospectus supplements.

                                      40

<PAGE>


<TABLE>
<CAPTION>
                                                                                     Number of
                                                       Principal Amount              Shares of
                                                        At Maturity of  Percentage  Common Stock   Percentage of
                                                          Notes That     of Notes   That May Be    Common Stock
Name                                                     May Be Sold    Outstanding   Sold(4)    Outstanding(5)(6)
----                                                   ---------------- ----------- ------------ -----------------
<S>                                                    <C>              <C>         <C>          <C>
Advisory Convertible Arbitrage Fund (I) L. P..........     1,000,000       0.19%       14,962          0.01%
Aftra Health Fund.....................................       580,000       0.11%        8,678          0.01%
Aid Association for Lutherans as Successor to Lutheran
  Brotherhood.........................................     1,000,000       0.19%       14,962          0.01%
Allstate Insurance Company............................       500,000       0.10%        7,481          0.00%
Allstate Life Insurance Company.......................     2,250,000       0.44%       33,664          0.02%
Alpha U.S. Sub Fund VIII, LLC.........................       560,000       0.11%        8,378          0.01%
Amaranth LLC..........................................    12,750,000       2.47%      190,760          0.12%
Amerisure Mutual Insurance Company....................       260,000       0.05%        3,890          0.00%
Arbitex Master Fund L. P..............................    12,250,000       2.37%      183,280          0.12%
Argent Classic Convertible Arbitrage Fund (Bermuda),
  Ltd.................................................     3,100,000       0.60%       46,381          0.03%
Argent Classic Convertible Arbitrage Fund L. P........     1,900,000       0.37%       28,427          0.02%
Argent LowLev Convertible Arbitrage Fund, LLC.........     1,400,000       0.27%       20,946          0.01%
Argent LowLev Convertible Arbitrage Fund, Ltd.........     5,000,000       0.97%       74,808          0.05%
Aristeia International Limited........................    10,780,000       2.09%      161,286          0.10%
Aristeia Trading LLC..................................     3,220,000       0.62%       48,176          0.03%
B.G.I. Global Investors c/o Forest Investment
  Management L.L.C....................................       433,000       0.08%        6,478          0.00%
Banc of America Securities L.L.C.(1)(4)...............     5,500,000       1.07%       82,289          0.05%
Bank Austria Cayman Islands, Ltd......................     3,250,000       0.63%       48,625          0.03%
Castle Convertible Fund, Inc..........................       650,000       0.13%        9,725          0.01%
CIBC World Markets (International) Arbitrage Corp.....     5,000,000       0.97%       74,808          0.05%
City of Shreveport Post Employees Retirement
  System..............................................       450,000       0.09%        6,733          0.00%
Clinton Convertible Managed Trading Account 1
  Limited.............................................     3,070,000       0.59%       45,932          0.03%
Clinton Multistrategy Master Fund, Ltd................    16,965,000       3.29%      253,824          0.16%
Clinton Riverside Convertible Portfolio Limited.......    16,965,000       3.29%      253,824          0.16%
Cobra Fund U.S.A. L.P.................................       275,000       0.05%        4,114          0.00%
Cobra Master Fund Ltd.................................     1,725,000       0.33%       25,809          0.02%
Continental Assurance Company on behalf of its
  separate A/C (E)....................................     1,400,000       0.27%       20,946          0.01%
Continental Casualty Company..........................     8,600,000       1.67%      128,670          0.08%
Credit Lyonnais Securities (USA) Inc..................    17,500,000       3.39%      261,828          0.17%
Deephaven Domestic Convertible Trading, Ltd...........    13,440,000       2.60%      201,084          0.13%
Deutsche Bank Securities, Inc.........................     5,000,000       0.97%       74,808          0.05%
Erste Bank Der Oesterreichischen Sparkassen AG........       200,000       0.04%        2,992          0.00%
Forest Fulcrum Fund L. L. P...........................     1,529,000       0.30%       22,876          0.01%
Forest Global Convertible Fund Series A-5.............     6,423,000       1.24%       96,098          0.06%
GDO Equity Arbitrage Master Fund......................     6,500,000       1.26%       97,250          0.06%
Grace Brothers Management, L. L. C....................     1,000,000       0.19%       14,962          0.01%
Granville Capital Corporation.........................    23,000,000       4.45%      344,117          0.22%
Great-West Life & Annuity Insurance Company...........    12,500,000       2.42%      187,020          0.12%
Highbridge International, LLC.........................    11,500,000       2.23%      172,058          0.11%
Innovest Finanzdienstleistungs AG.....................       850,000       0.16%       12,717          0.01%
KBC Financial Products USA, Inc.......................     3,000,000       0.58%       44,885          0.03%
L L T Limited.........................................       433,000       0.08%        6,478          0.00%
</TABLE>


                                      41

<PAGE>


<TABLE>
<CAPTION>
                                                         Principal               Number of
                                                         Amount At               Shares of
                                                        Maturity of Percentage  Common Stock   Percentage of
                                                        Notes That   of Notes   That May Be     Common Stock
Name                                                    May Be Sold Outstanding   Sold (4)   Outstanding (5)(6)
----                                                    ----------- ----------- ------------ ------------------
<S>                                                     <C>         <C>         <C>          <C>
Lehman Brothers, Inc...................................  15,000,000     2.91%      224,424          0.14%
Lyxor Master Fund c/o Forest Investment Management
  L.L.C................................................   1,810,000     0.35%       27,080          0.02%
Lyxor Master Fund Ref: Argent/LowLev CB................   4,200,000     0.81%       62,839          0.04%
Mainstay Convertible Fund..............................   6,895,000     1.34%      103,160          0.07%
Mainstay VP Convertible Portfolio......................   2,545,000     0.49%       38,077          0.02%
Man Convertible Bond Master Fund, Ltd..................  11,040,000     2.14%      165,176          0.11%
Marathon Global Convertible Master Fund, Ltd...........  21,000,000     4.07%      314,194          0.20%
McMahan Securities Co. L. P............................     120,000     0.02%        1,795          0.00%
Merrill Lynch Pierce Fenner & Smith, Inc. (2)..........  12,000,000     2.32%      179,539          0.11%
MFS Total Return Fund..................................     960,000     0.19%       14,363          0.01%
MLQA Convertible Securities Arbitrage, Ltd.............  12,500,000     2.42%      187,020          0.12%
New York Life Insurance Company........................   5,850,000     1.13%       87,525          0.06%
New York Life Insurance Company........................   2,480,000     0.48%       37,105          0.02%
New York Life Separate Account #7......................     710,000     0.14%       10,623          0.01%
Nicholas Applegate Investment Grade Convertible........      10,000     0.00%          150          0.00%
Northwestern Mutual Life Insurance Company, The........   3,000,000     0.58%       44,885          0.03%
Quattro Fund Ltd.......................................   6,000,000     1.16%       89,770          0.06%
Ramius Capital Group...................................   1,000,000     0.19%       14,962          0.01%
Ramius, L. P...........................................     250,000     0.05%        3,740          0.00%
RBC Alternative Assets L. P. c/o Forest Investment
  Mortgage L.L.C. (4)..................................     280,000     0.05%        4,189          0.00%
RCG Baldwin L.P........................................     500,000     0.10%        7,481          0.00%
RCG Halifax Master Fund, L.T.D.........................   3,000,000     0.58%       44,885          0.03%
RCG Latitude Master Fund, Ltd..........................   4,000,000     0.77%       59,846          0.04%
RCG Multi Strategy, L. P...............................   7,000,000     1.36%      104,731          0.07%
Relay 11 Holdings c/o Forest Investment Management
  L.L.C................................................     216,000     0.04%        3,232          0.00%
S.A.C. Capital Associates, LLC.........................  12,500,000     2.42%      187,020          0.12%
St. Thomas Trading, Ltd................................  18,960,000     3.67%      283,672          0.18%
Sunrise Partners Limited Partnership...................   4,750,000     0.92%       71,068          0.05%
Sylvan (IMA) Ltd. c/o Forest Investment Management
  L.L.C................................................     599,000     0.12%        8,962          0.01%
UBS O'Connor LLC f/b/o UBS Global Equity Arbitrage
  Master Ltd...........................................  10,000,000     1.94%      149,616          0.10%
UBS Warburg L.L.C......................................  60,488,000    11.71%      904,997          0.58%
UFJ Investments Asia Limited...........................   1,250,000     0.24%       18,702          0.01%
Wachovia Securities International Ltd..................  10,000,000     1.94%      149,616          0.10%
Zurich Institutional Benchmark Management c/o Quattro
  Fund.................................................   1,800,000     0.35%       26,931          0.02%
Zurich Institutional Benchmark Master Fund, Ltd........   2,700,000     0.52%       40,396          0.03%
Zurich Master Hedge Fund c/o Forest Investment
  Management L.L.C.....................................     777,000     0.15%       11,625          0.01%
Any other holder of the notes or shares of common stock
  received upon conversion of the notes, or future
  transferee, pledgee, donee or other successor of such
  holder (3)...........................................  46,452,000     9.00%      694,996          0.44%
                                                        -----------   ------     ---------          ----
Total.................................................. 516,350,000   100.00%    7,725,421          4.93%
                                                        ===========   ======     =========          ====
</TABLE>

--------
(1) Banc of America Securities was an initial purchaser of the notes in the
    private placement and served as joint Book-Running Managers.
(2) Merrill Lynch was an initial purchaser of the notes in the private
    placement and served as joint Book-Running Managers.
(3) Information about other selling securityholders will be set forth in
    prospectus supplements, if required.
(4) This selling securityholder is an affiliate of a lender under BJ Services'
    credit facilities.

                                      42

<PAGE>

(4) Assumes conversion of all of the holder's notes at the initial conversion
    rate of 14.9616 shares of common stock per $1,000 principal amount at
    maturity of the notes. This conversion rate is subject to adjustment as
    described under "Description of Notes--Conversion Rights." As a result, the
    number of shares of common stock issuable upon conversion of the notes may
    increase or decrease in the future.

(5) Calculated based on 156,795,191 shares of common stock outstanding as of
    September 30, 2002. In calculating this amount for each holder, we treated
    as outstanding the number of shares of common stock issuable upon
    conversion of all of that holder's notes, but we did not assume conversion
    of any other holder's notes.

(6) Assumes that any other holders of notes, or any future transferees,
    pledgees, donees or successors of or from any such other holders of notes,
    do not beneficially own any common stock other than the common stock
    issuable upon conversion of the notes at the initial conversion rate.

                             PLAN OF DISTRIBUTION

   The notes and underlying common stock, which we will refer to as offered
securities, are being registered to permit the resale of such securities by the
holders of them, or such holder's transferees, donees or pledgees, from time to
time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling securityholders of the notes and common stock. We
will bear the fees and expenses incurred in connection with our obligation to
register the notes and underlying common stock. These fees and expenses include
registration and filing fees, printing and duplication expenses, and fees and
disbursements of our counsel. However, the selling securityholders will pay all
underwriting discounts and selling commissions, if any, and their own legal
expenses.

   The selling securityholders may sell the notes and common stock from time to
time, at market prices prevailing at the time of sale, at prices related to
market prices, at fixed prices, prices subject to change or at negotiated
prices, by a variety of methods including the following:

  .   in transactions on the NYSE;

  .   in market transactions;

  .   in the over-the-counter market;

  .   in privately negotiated transactions;

  .   through broker-dealers, which may act as agents or principals;

  .   in a block trade in which a broker-dealer will attempt to sell a block of
      securities as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

  .   if we agree to it prior to the distribution, through one or more
      underwriters on a firm commitment or best-efforts basis;

  .   directly to one or more purchasers;

  .   through agents;

  .   through short sales of the offered securities;

  .   through put or call options transactions relating to the offered
      securities;

  .   in any combination of the above; or

  .   by any other legally available means.

   In effecting sales, brokers or dealers engaged by the selling
securityholders may arrange for other brokers or dealers to participate. Such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling securityholders and/or the purchasers of the
securities for whom such broker-dealers may act as agents or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions).

   Broker-dealer transactions may include:

  .   purchases of the notes and common stock by a broker-dealer as principal
      and resales of them by the broker-dealer for its account pursuant to this
      prospectus;

                                      43

<PAGE>

  .   ordinary brokerage transactions; or

  .   transactions in which the broker-dealer solicits purchasers.

   If a material arrangement with any underwriter, broker, dealer or other
agent is entered into for the sale of any notes and common stock through a
secondary distribution, a block trade, special offering, exchange distribution,
or a purchase by a broker or dealer, or if other material changes are made in
the plan of distribution of the notes and common stock, a prospectus supplement
will be filed, if necessary, under the Securities Act disclosing the material
terms and conditions of such arrangement. The underwriter or underwriters with
respect to an underwritten offering of notes and common stock and the other
material terms and conditions of the underwriting will be set forth in a
prospectus supplement relating to such offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth
on the cover of the prospectus supplement. In connection with the sale of notes
and common stock, underwriters will receive compensation in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of notes and underlying common stock for whom they may act as agent.
Underwriters may sell to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.

   In addition, any securities covered by this prospectus which can be sold
under Rule 144 under the Securities Act may be sold under Rule 144 rather than
in a registered offering contemplated by this prospectus.

   The selling securityholders and any underwriters, broker-dealers or agents
participating in the distribution of the securities may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the notes and/or common stock by the selling securityholders and any
commissions received by any such underwriters, broker-dealers or agents may be
deemed to be underwriting discounts or commissions under the Securities Act. In
addition, the selling securityholders will be subject to the prospectus
delivery requirements of the Securities Act, which may include delivery through
the facilities of the NYSE pursuant to the Securities Act. We have informed the
selling securityholders that the anti-manipulative provisions promulgated under
the Exchange Act may apply to their sales in the market.

   The selling securityholders and any other person participating in the
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations under the Exchange Act, including without limitation,
Regulation M, which may limit the timing of purchases and sales of any of the
notes and common stock by the selling securityholders and any other relevant
person. Furthermore, Regulation M may restrict the ability of any person
engaged in the distribution of the notes and common stock to engage in
market-making activities with respect to the particular notes and common stock
being distributed. All of the above may affect the marketability of the notes
and common stock and the ability of any person or entity to engage in
market-making activities with respect to the notes and common stock.

   Under the securities laws of certain states, the notes and underlying common
stock may be sold in those states only through registered or licensed brokers
or dealers. In addition, in certain states the notes and common stock may not
be sold unless the notes and common stock have been registered or qualified for
sale in the state or an exemption from registration or qualification is
available and is complied with.

   We have agreed to indemnify the selling securityholders against certain
civil liabilities, including certain liabilities arising under the Securities
Act, and the selling securityholders will be entitled to contribution from us
in connection with those liabilities. The selling securityholders will
indemnify us against certain civil liabilities, including liabilities arising
under the Securities Act, and will be entitled to contribution from the selling
securityholders in connection with those liabilities.

   We are permitted to suspend the use of this prospectus under certain
circumstances relating to pending corporate developments, public filings with
the SEC and similar events for a period not to exceed 60 days in any

                                      44

<PAGE>

three-month period; provided that if the circumstances relate to previously
undisclosed proposed or pending material business transactions, we may extend
the suspension period to 120 days. However, if the duration of such suspension
exceeds any of the periods above-mentioned, we have agreed to pay liquidated
damages. Please refer to the section entitled "Description of
Notes--Registration Rights."

   Our outstanding common stock is listed for trading on the New York Stock
Exchange under the symbol "BJS." We do not intend to apply for listing of the
notes on any securities exchange or for quotation through the National
Association of Securities Dealers Automated Quotation System. Accordingly, we
cannot assure you about the development of liquidity or any trading market for
the notes. Please refer to the section entitled "Risk Factors."

                                 LEGAL MATTERS

   The validity of the notes and common stock offered hereby has been passed
upon for us by Andrews & Kurth L.L.P., Houston, Texas.

                                    EXPERTS

   The consolidated financial statements of BJ Services Company and its
subsidiaries as of September 30, 2001 and 2000 and for each of the years in the
three-year period ended September 30, 2001 incorporated by reference in this
prospectus from the Company's annual report on Form 10-K for the year ended
September 30, 2001 have been audited by Deloitte & Touche, LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and have been so incorporated by reference in reliance upon the report of that
firm given upon their authority as experts in accounting and auditing.

   The consolidated financial statements of OSCA, Inc. as of December 31, 2001
and for the year ended December 31, 2001 included in BJ Services Company Form
8-K/A dated July 17, 2002 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

                                      45

<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

   The registrant estimates that expenses in connection with the offering
described in this Registration Statement, other than any underwriting discounts
and commissions, will be as follows:


<TABLE>
                    <S>                            <C>
                    SEC registration fee.......... $ 36,994
                    Legal fees and expenses.......  200,000
                    Printing......................   35,000
                    Accountants' fees and expenses  100,000
                    Blue Sky fees and expenses....        0
                    Trustee's fees and expenses...   14,000
                    Miscellaneous expenses........  185,000
                                                   --------
                       Total...................... $570,994
                                                   ========
</TABLE>
--------
*  All of the above amounts are estimates except for the SEC registration fee.

Item 15.  Indemnification of Directors and Officers

   The Company is governed by Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") which permits a corporation to indemnify certain
persons, including officers and directors, who are (or are threatened to be
made) parties to any threatened, pending or completed action or suit (other
than an action by or in the right of the corporation) by reason of their being
directors, officers or other agents of the corporation.

   The Company's Certificate of Incorporation provides that no director of the
Company shall be held personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. The Company's Certificate of
Incorporation also provides that if the DGCL is amended to authorize further
limitation or elimination of the personal liability of directors, then the
liability of the Company's directors shall be limited or eliminated to the full
extent permitted by the DGCL.

   Section 16 of Article III of the Company's Bylaws provides as follows:

   (a)  The Company shall indemnify every person who is or was a party or is or
was threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a director, officer, employee or agent of the Company or any of its
direct or indirect wholly owned subsidiaries or, while a director, officer,
employee or agent of the Company or any of its direct or indirect wholly owned
subsidiaries, is or was serving at the request of the Company or any of its
direct or indirect wholly owned subsidiaries, as a director, officer, employee,
agent or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including counsel
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable laws provided that the Company shall not be
obligated to indemnify any such person against any such action, suit or
proceeding which is brought by such person against the Company or any of its
direct or indirect wholly owned subsidiaries or the directors of the Company or
any of its direct or indirect wholly owned subsidiaries, other than an action
brought by such person to enforce his rights to indemnification hereunder,
unless a majority of the Board of Directors of the Company shall have
previously approved the bringing of such action, suit or proceeding. The
Company shall indemnify

                                     II-1

<PAGE>

every person who is or was a party or is or was threatened to be made a party
to any action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was licensed to practice law
and an employee (including an employee who is or was an officer) of the Company
or any of its direct or indirect wholly owned subsidiaries and, while acting in
the course of such employment committed or is alleged to have committed any
negligent acts, errors or omissions in rendering professional legal services at
the request of the Company or pursuant to his employment (including, without
limitation, rendering written or oral legal opinions to third parties) against
expenses (including counsel fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the full extent permitted by applicable law;
provided that the Company shall not be obligated to indemnify any such person
against any action, suit or proceeding arising out of any adjudicated criminal,
dishonest or fraudulent acts, errors or omissions of such person or any
adjudicated willful, intentional or malicious acts, errors or omissions of such
person.

   (b)  Expenses incurred by an officer or director of the Company or any of
its direct or indirect wholly owned subsidiaries in defending a civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Company as authorized in this Section 16. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

   (c)  The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section 16 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any provision of law, the Company's Certificate of
Incorporation, the Certificate of Incorporation or Bylaws or other governing
documents of any direct or indirect wholly owned subsidiary of the Company, or
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding any of the positions or having any of the relationships referred
to in this Section 16.

Item 16.  Exhibits


<TABLE>
<CAPTION>
Exhibit No.                                     Description of Exhibit
-----------                                     ----------------------
<C>         <S>

    4.1     Indenture dated as of April 24, 2002 between BJ Services Company and The Bank of New York, as
              trustee (filed as Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the second
              quarter ended March 31, 2002, and incorporated herein by reference).

    4.2*    Resale Registration Rights Agreement dated as of April 24, 2002 among BJ Services Company and
              Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

    4.3*    Convertible Senior Notes Purchase Agreement dated as of April 19, 2002 among BJ Services and
              Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

    4.4**   Amended and Restated Indenture effective as of April 24, 2002 between BJ Services Company and
              The Bank of New York, as trustee.

    5.1*    Opinion of Andrews & Kurth L.L.P.

    8.1*    Tax Opinion of Andrews & Kurth L.L.P.

   12.1*    Computation of Ratio of Earnings to Fixed Charges.

   23.1*    Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1 and 8.1).

   23.2**   Consent of Deloitte & Touche LLP relating to the financial statements of BJ Services Company.

   23.3**   Consent of Ernst & Young LLP relating to the financial statements of OSCA, Inc.

   25.1*    Statement of Eligibility of Trustee on Form T-1 of The Bank of New York.
</TABLE>

--------
*  Previously filed.
** Filed herewith.

                                     II-2

<PAGE>

Item 17.  Undertakings

   A.  We hereby undertake:

   (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (a)  To include any prospectus required by section 10(a)(3) of the
   Securities Act;

      (b)  To reflect in the prospectus any facts or events arising after the
   effective date of the registration statement (or the most recent
   post-effective amendment thereof) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in the
   registration statement. Notwithstanding the foregoing, any increase or
   decrease in volume of securities offered (if the total dollar value of
   securities offered would not exceed that which was registered) and any
   deviation from the low or high end of the estimated maximum offering range
   may be reflected in the form of the prospectus filed with the SEC pursuant
   to Rule 424(b) if, in the aggregate, the changes in volume and price
   represent no more than a 20% change in the maximum aggregate offering price
   set forth in the "Calculation of Registration Fee" table in the effective
   Registration Statement.

      (c)  To include any material information with respect to the plan of
   distribution not previously disclosed in the registration statement or any
   material change to such information in the registration statement;

provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

   (2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

   B.  We hereby undertake that, for purposes of determining any liability
under the Securities Act, each filing of our annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

   C.  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons
pursuant to the provisions described in Item 15 above, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by us of expenses incurred or paid by one
of our directors, officers, or controlling persons in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                     II-3

<PAGE>

                                  SIGNATURES


   Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 16, 2002.


                                              BJ SERVICES COMPANY

                                              By:      /s/  J. W. STEWART
                                                  -----------------------------
                                              Name: J. W. Stewart
                                              Title:  President and Chief
                                                Executive Officer


   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Pre-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities indicated on October 16, 2002:


          Signature                        Title
          ---------                        -----

     /s/  J. W. STEWART        Chairman of the Board,
-----------------------------    President, and Chief
        J. W. Stewart            Executive Officer
                                 (Principal Executive
                                 Officer and Director)

   /s/  T. M. WHICHARD III     Vice President and Chief
-----------------------------    Financial
     T. M. Whichard III          Officer (Principal
                                 Financial Officer)

     /s/  JAMES HORSCH*        Corporate Controller
-----------------------------    (Principal Accounting
        James Horsch             Officer)

/s/  L. WILLIAM HEILIGBRODT*   Director
-----------------------------
   L. William Heiligbrodt

     /s/  JOHN R. HUFF*        Director
-----------------------------
        John R. Huff

     /s/  DON D. JORDAN*       Director
-----------------------------
        Don D. Jordan

     /s/  R. A. LEBLANC*       Director
-----------------------------
        R. A. LeBlanc

  /s/  MICHAEL E. PATRICK*     Director
-----------------------------
     Michael E. Patrick

    /s/  JAMES L. PAYNE*       Director
-----------------------------
       James L. Payne

*By:  /s/  T. M. WHICHARD III
     -------------------------
        T. M. Whichard III
         Attorney-in-Fact


                                     II-4

<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                                     Description of Exhibit
-----------                                     ----------------------
<C>         <S>

    4.1     Indenture dated as of April 24, 2002 between BJ Services Company and The Bank of New York, as
              trustee (filed as Exhibit 10.28 to the Company's Quarterly Report on Form 10-Q for the second
              quarter ended March 31, 2002, and incorporated herein by reference).

    4.2*    Resale Registration Rights Agreement dated as of April 24, 2002 among BJ Services Company and
              Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

    4.3*    Convertible Senior Notes Purchase Agreement dated as of April 19, 2002 among BJ Services
              Company and Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
              Incorporated.

    4.4**   Amended and Restated Indenture effective as of April 24, 2002 between BJ Services Company and
              The Bank of New York, as trustee.

    5.1*    Opinion of Andrews & Kurth L.L.P.

    8.1*    Tax Opinion of Andrews & Kurth L.L.P.

   12.1*    Computation of Ratio of Earnings to Fixed Charges.

   23.1*    Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1 and 8.1).

   23.2**   Consent of Deloitte & Touche LLP relating to the financial statements of BJ Services Company.

   23.3**   Consent of Ernst & Young LLP relating to the financial statements of OSCA, Inc.

   25.1*    Statement of Eligibility of Trustee on Form T-1 of The Bank of New York.
</TABLE>

--------
*  Previously filed.
** Filed herewith.