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                                                                    EXHIBIT 25.1

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                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                          ___________________________

                              THE BANK OF NEW YORK

              (Exact name of trustee as specified in its charter)

New York                                                 13-5160382
(State of incorporation                                  (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                          10286
(Address of principal executive offices)                 (Zip code)

                          ___________________________


                              BJ SERVICES COMPANY

              (Exact name of obligor as specified in its charter)

Delaware                                                 63-0084140
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

550 Northwest Central Drive
Houston, Texas                                           77092
(Address of principal executive offices)                 (Zip code)

                          ___________________________


                    Convertible Stock Senior Notes due 2022
                      (Title of the indenture securities)

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1.    General information.  Furnish the following information as to the Trustee:

      (a)  Name and address of each examining or supervising authority to which
           it is subject.

                       Name                                 Address

      Superintendent of Banks of the State of   2 Rector Street, New York, N.Y.
      New York                                  10006, and Albany, N.Y. 12203

      Federal Reserve Bank of New York          33 Liberty Plaza, New York, N.Y.
                                                10045

      Federal Deposit Insurance Corporation     Washington, D.C. 20429

      New York Clearing House Association       New York, New York 10005

      (b)  Whether it is authorized to exercise corporate trust powers.

      Yes.

2.    Affiliations with Obligor.

      If the obligor is an affiliate of the trustee, describe each such
      affiliation.

      None.

16.   List of Exhibits.

      Exhibits identified in parentheses below, on file with the Commission, are
      incorporated herein by reference as an exhibit hereto, pursuant to Rule
      7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.
      10(d).

      1.   A copy of the Organization Certificate of The Bank of New York
           (formerly Irving Trust Company) as now in effect, which contains the
           authority to commence business and a grant of powers to exercise
           corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
           filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
           Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
           to Form T-1 filed with Registration Statement No. 33-29637.)

      4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
           filed with Registration Statement No. 33-31019.)

      6.   The consent of the Trustee required by Section 321(b) of the Act.
           (Exhibit 6 to Form T-1 filed with Registration Statement No.
           33-44051.)

                                      -2-

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          7.   A copy of the latest report of condition of the Trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority.

                                      -3-




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                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 24th day of July 2002.

                                                 THE BANK OF NEW YORK

                                                 By:   /s/ ROBERT MASSIMILLO
                                                       -------------------------
                                                       Name: ROBERT MASSIMILLO
                                                       Title:  VICE PRESIDENT

                                      -4-




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                                                                       EXHIBIT 7

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2002,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                Dollar Amounts
ASSETS                                                            In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin .......      $ 3,765,462
   Interest-bearing balances ................................        3,835,061
Securities:
   Held-to-maturity securities ..............................        1,232,736
   Available-for-sale securities ............................       10,522,833
Federal funds sold and Securities purchased under
   agreements to resell .....................................        1,456,635
Loans and lease financing receivables:
   Loans and leases held for sale ...........................          801,505
   Loans and leases, net of unearned
     income ................................       46,206,726
   LESS: Allowance for loan and
     lease losses ..........................          607,115
   Loans and leases, net of unearned
     income and allowance ...................................       35,249,695
Trading Assets ..............................................        8,132,696
Premises and fixed assets (including capitalized
   leases) ..................................................          898,980
Other real estate owned .....................................              911
Investments in unconsolidated subsidiaries and
   associated companies .....................................          220,609
Customers' liability to this bank on acceptances
   outstanding ..............................................          574,020
Intangible assets
   Goodwill .................................................        1,714,761
   Other intangible assets ..................................           49,213
Other assets ................................................        5,001,308
                                                                   -----------

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Total assets ................................................   $73,954,859
                                                                ===========

LIABILITIES
Deposits:
   In domestic offices ......................................   $29,175,631
   Noninterest-bearing ........................    11,070,277
   Interest-bearing ...........................    18,105,354
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs .................................    24,596,600
   Noninterest-bearing ........................       321,299
   Interest-bearing ...........................    24,275,301
Federal funds purchased and securities sold under
   agreements to repurchase .................................     1,922,197
Trading liabilities .........................................     1,970,040
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ................................     1,577,518
Bank's liability on acceptances executed and
   outstanding ..............................................       575,362
Subordinated notes and debentures ...........................     1,940,000
Other liabilities ...........................................     5,317,831
                                                                -----------
Total liabilities ...........................................   $67,075,179
                                                                ===========

EQUITY CAPITAL
Common stock ................................................     1,135,284
Surplus .....................................................     1,055,508
Retained earnings ...........................................     4,227,287
Accumulated other comprehensive income ......................       (38,602)
Other equity capital components .............................             0
---------------------------------------------------------------------------
Total equity capital ........................................     6,379,477
                                                                -----------
Total liabilities and equity capital ........................   $73,954,859
                                                                ===========

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro,
                                           Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been


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prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.

Thomas A. Renyi         |
Gerald L. Hassell       | Directors
Alan R. Griffith        |