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                                                                     EXHIBIT 4.2

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
           INCORPORATED

                    $449,000,000 AGGREGATE PRINCIPAL AMOUNT

                              BJ SERVICES COMPANY

                            CONVERTIBLE SENIOR NOTES

                                    DUE 2022

                      RESALE REGISTRATION RIGHTS AGREEMENT

                              dated April 24, 2002


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     THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of April 24, 2002,
among BJ SERVICES COMPANY, a Delaware corporation (the "Company"), BANC OF
AMERICA SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
(together, the "Initial Purchasers") under the Purchase Agreement (as defined
below).

                                R E C I T A L S:

     This Agreement is made pursuant to the Purchase Agreement, dated as of
April 19, 2002, among the Company and the Initial Purchasers (the "Purchase
Agreement"), whereby the Initial Purchasers have agreed to purchase from the
Company $449,000,000 ($516,350,000 if the Initial Purchasers exercise their
option in full) in aggregate principal amount at maturity of Convertible Senior
Notes due 2022 (the "Notes"). The Notes will be convertible into fully paid,
nonassessable shares of common stock, $.10 par value per share, of the Company
together with the associated rights evidenced by such Common Stock to purchase
one one-thousandth of a share of Series A Junior Participating Preferred Stock,
$1.00 par value to the extent provided in the Amended and Restated Rights
Agreement dated September 26, 1996, as amended, between the Company and The Bank
of New York, as rights agent (collectively, the "Common Stock"). The Notes will
be convertible on the terms, and subject to the conditions, set forth in the
Indenture (as defined below). To induce the Initial Purchasers to purchase the
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement pursuant to Section 5(h) of the Purchase Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

     The Company agrees with each Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Notes, and the beneficial owners
from time to time of the Common Stock issued upon conversion of the Notes, if
any, (each of the foregoing a "Holder" and together the "Holders"), as follows:

     1. Definition. Capitalized terms used in this Agreement without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized terms shall have the following
meanings:

     "Affiliate" means, with respect to any specified person, any other person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition,
"control" of a person means the power, direct or indirect, to direct or cause
the direction of the management and policies of such person whether by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Agreement" means this Resale Registration Rights Agreement.

     "Blue Sky Application" has the meaning as defined in Section 6(a)(i)
hereof.

     "Business Day" has the meaning as defined in the Indenture.

     "Commission" means the Securities and Exchange Commission.

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         "Common Stock" has the meaning as defined in the preamble hereto.

         "Company" has the meaning as defined in the preamble hereto.

         "Effectiveness Period" has the meaning as defined in Section 2(a)(iii)
hereof.

         "Effectiveness Target Date" has the meaning as defined in Section
2(a)(ii) hereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Holder" means a Person who owns, beneficially or otherwise, Transfer
Restricted Securities.

         "Holder Questionnaire" has the meaning as defined in Section 2(b)
hereof.

         "Indemnified Holder" has the meaning as defined in Section 6(a) hereof.

         "Indenture" means the Indenture, dated as of April 24, 2002 between the
Company and The Bank of New York, as trustee (the "Trustee"), pursuant to which
the Notes are to be issued, as such Indenture is amended, modified or
supplemented from time to time in accordance with the terms thereof.

         "Initial Purchasers" has the meaning as defined in the preamble hereto.

         "Junior Preferred Stock" has the meaning as defined in the preamble
hereto.

         "Liquidated Damages" has the meaning as defined in Section 3(a) hereof.

         "Liquidated Damages Payment Date" means each April 24 and October 24.

         "Majority of Holders" means Holders holding more than 50% of the
aggregate outstanding principal amount of Notes, provided that, for the purpose
of this definition, a holder of shares of Common Stock which constitute Transfer
Restricted Securities and issued upon conversion of the Notes shall be deemed to
hold an aggregate principal amount at maturity of Notes (in addition to the
principal amount at maturity of Notes held by such holder) equal to the quotient
of (x) the number of such shares of Common Stock held by such holder and (y) the
conversion rate in effect at the time of such conversion as determined in
accordance with the Indenture.

         "NASD" means National Association of Securities Dealers, Inc.

         "Notes" has the meaning as defined in the preamble hereto.

         "Person" means an individual, partnership, corporation, company,
unincorporated organization, trust, joint venture or a government or agency or
political subdivision thereof.

         "Purchase Agreement" has the meaning as defined in the preamble hereto.

                                   -2-

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         "Prospectus" means the prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such prospectus.

         "Questionnaire Deadline" has the meaning as defined in Section 2(b)
hereof.

         "Record Holder" means, with respect to any Liquidated Damages Payment
Date, each Person who is a Holder on the April 1 or October 1 immediately
preceding the relevant Liquidated Damages Payment Date. In the case of a Holder
of shares of Common Stock issued upon conversion of the Notes, "Record Holder"
shall mean each Person who is a Holder of shares of Common Stock which
constitute Transfer Restricted Securities on the 15th day preceding the relevant
Liquidated Damages Payment Date.

         "Registration Default" has the meaning as defined in Section 3(a)
hereof.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shelf Filing Deadline" has the meaning as defined in Section 2(a)(i)
hereof.

         "Shelf Registration Statement" has the meaning as defined in Section
2(a)(i) hereof.

         "Suspension Notice" has the meaning as defined in Section 4(c) hereof.

         "Suspension Period" has the meaning as defined in Section 4(b)(i)
hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission thereunder, in each case, as in effect on the
date the Indenture is qualified under the TIA.

         "Transfer Restricted Securities" means each Note and each share of
Common Stock issued upon conversion of Notes until the earliest of:

               (i)   the date on which such Note or such share of Common Stock
         issued upon conversion has been effectively registered under the
         Securities Act and disposed of in accordance with the Shelf
         Registration Statement;

               (ii)  the date on which such Note or such share of Common Stock
         issued upon conversion is transferred in compliance with Rule 144 under
         the Securities Act or may be sold or transferred by a person who is not
         an affiliate of the Company pursuant to Rule 144 under the Securities
         Act (or any other similar provision then in force) without any volume
         or manner of sale restrictions thereunder; and

               (iii) the date on which such Note or such share of Common Stock
         issued upon conversion ceases to be outstanding (whether as a result
         of redemption, repurchase and cancellation, conversion or otherwise).

                                   -3-


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         "Underwritten Registration" means a registration in which Notes of the
Company are sold to an underwriter for reoffering to the public.

         Unless the context otherwise requires, the singular includes the
plural, and words in the plural include the singular.

         2.  Shelf Registration.

         (a) The Company shall:

             (i)   not later than 90 days after the date hereof (the "Shelf
          Filing Deadline"), cause to be filed a registration statement for an
          offering to be made on a delayed or continuous basis pursuant to Rule
          415 under the Securities Act (the "Shelf Registration Statement"),
          which Shelf Registration Statement shall provide for resales of all
          Transfer Restricted Securities held by Holders that have timely
          provided the information required pursuant to the terms of Section
          2(b) hereof. The Shelf Registration Statement shall be on Form S-3 or
          another appropriate form permitting registration of such Transfer
          Restricted Securities for resale by such Holders in accordance with
          the methods of distribution reasonably elected by the Holders and set
          forth in the Shelf Registration Statement, provided, that in no event
          will such method(s) of distribution take the form of an underwritten
          offering of the Transfer Restricted Securities without the prior
          agreement of the Company;

             (ii)  use its reasonable commercial efforts to cause the Shelf
          Registration Statement to be declared effective by the Commission not
          later than 180 days after the date hereof (the "Effectiveness Target
          Date"); and

             (iii) use its reasonable commercial efforts to keep the Shelf
          Registration Statement continuously effective, supplemented and
          amended as required by the provisions of Section 4(b) hereof to the
          extent necessary to ensure that it (A) is available for resales by the
          Holders of Transfer Restricted Securities entitled, subject to Section
          2(b), to the benefit of this Agreement and (B) conforms with the
          requirements of this Agreement and the Securities Act and the rules
          and regulations of the Commission promulgated thereunder as announced
          from time to time, for a period (the "Effectiveness Period") until the
          earliest of:

                   (1) the first date on which the Holders of Transfer
             Restricted Securities are able to sell all such Transfer Restricted
             Securities immediately without restriction pursuant to the volume
             limitation provisions of Rule 144 under the Securities Act or any
             successor rule thereto;

                   (2) the first date on which all of the Transfer Restricted
             Securities of those Holders that complete and deliver in a timely
             manner the Holder Questionnaire described below are registered
             under the Shelf Registration Statement and have been disposed of
             in accordance with the Shelf Registration Statement;

                                      -4-

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               (3) two years following the effective date of the Shelf
          Registration Statement; and

               (4) all Transfer Restricted Securities have ceased to be
          outstanding (whether as a result of redemption, repurchase and
          cancellation, conversion or otherwise).

     (b)  No Holder of Transfer Restricted Securities may include any of its
Transfer Restricted Securities in the Shelf Registration Statement pursuant to
this Agreement unless such Holder furnishes to the Company in writing, at least
10 Business Days prior to the intended distribution of Transfer Restricted
Securities (the "Questionnaire Deadline"), such information as the Company may
reasonably request for use in connection with the Shelf Registration Statement
or Prospectus or preliminary Prospectus included therein and in any application
to be filed with or under any federal or state securities laws (the form of
which request is attached as an Appendix to the offering memorandum dated April
19, 2002 regarding the sale of the Notes to the Initial Purchasers and which is
referred to herein as the "Holder Questionnaire"). In connection with all such
requests for information from Holders of Transfer Restricted Securities, the
Company shall notify such Holders of the time deadlines set forth in the
preceding sentence. The Company agrees and undertakes that it shall distribute a
Holder Questionnaire no later than 20 Business Days prior to the effectiveness
of the Shelf Registration Statement to each Holder then of record at the address
set forth on the register of Notes maintained by the Registrar of the Notes or
the records of the transfer agent of the Common Stock at such time. The Company
shall not be obligated to name as a selling Holder in the Prospectus included in
the Shelf Registration Statement any Holder that does not complete the Holder
Questionnaire and deliver it to the Company on or prior to the date 10 Business
Days prior to such time of effectiveness; and the Company shall not be required
to permit any such Holder to sell any Transfer Restricted Securities pursuant to
the Shelf Registration Statement. From and after the date the Shelf Registration
Statement is declared effective, the Company shall, as promptly as practicable
but in any event 20 Business Days after the date a Holder Questionnaire is
delivered, (i) if required by applicable law, file with the Commission a
post-effective amendment to the Shelf Registration Statement or prepare and, if
required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other document required by the Commission so that the Holder delivering
such Holder Questionnaire is named as a selling Holder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Transfer Restricted Securities
in accordance with applicable law and, if the Company shall file a
post-effective amendment to the Shelf Registration Statement, use reasonable
efforts to cause such post-effective amendment to be declared effective under
the Securities Act as promptly as reasonably practicable; (ii) provide such
Holder copies of any documents filed pursuant to clause (i); and (iii) notify
such Holder as promptly as reasonably practicable after the effectiveness under
the Securities Act of any post-effective amendment filed pursuant to clause (i);
provided, that if such Holder Questionnaire is delivered during a Suspension
Period, the Company shall so inform the Holder delivering such Holder
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section
4(b)(i). No Holder of Transfer Restricted Securities shall be entitled to
Liquidated Damages pursuant to Section 3 hereof unless such Holder shall have
provided all such reasonably requested information prior to or on the
Questionnaire Deadline. Each Holder

                                      -5-

<PAGE>

as to which the Shelf Registration Statement is being effected agrees to furnish
promptly to the Company all information required to be disclosed in order to
make information previously furnished to the Company by such Holder not
materially misleading.

     3.   Liquidated Damages.

     (a)  If:

          (i)   the Shelf Registration Statement is not filed with the
     Commission prior to or on the Shelf Filing Deadline;

          (ii)  the Shelf Registration Statement has not been declared effective
     by the Commission prior to or on the Effectiveness Target Date;

          (iii) except as provided in Section 4(b)(i) hereof, the Shelf
     Registration Statement is filed and declared effective but, during the
     Effectiveness Period, shall thereafter cease to be effective or fail to be
     usable for its intended purpose without being succeeded within five
     Business Days by a post-effective amendment to the Shelf Registration
     Statement, a supplement to the Prospectus or a report filed with the
     Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
     Act that cures such failure and, in the case of a post-effective amendment,
     is itself declared effective within two Business Days after such filing; or

          (iv)  (A) prior to or on the 60th or 120th day, as the case may be, of
     any Suspension Period, such suspension has not been terminated or (B)
     Suspension Periods exceed an aggregate of 60 days in any three-month period
     or 120 days in any twelve-month period,

(each such event referred to in foregoing clauses (i) through (iv), a
"Registration Default"), the Company hereby agrees to pay liquidated damages
("Liquidated Damages") with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but excluding the
earlier of (1) the day on which the Registration Default has been cured and (2)
the date the Shelf Registration Statement is no longer required to be kept
effective, such Liquidated Damages accruing at a rate:

                (A) in respect of the Notes, to each holder of Notes, (x) with
          respect to the first 90-day period during which a Registration Default
          shall have occurred and be continuing, equal to 0.25% per annum of the
          aggregate issue price plus accrued original issue discount of the
          Notes, and (y) with respect to the period commencing on the 91st day
          following the day the Registration Default shall have occurred and be
          continuing, equal to 0.50% per annum of the aggregate issue price plus
          accrued original issue discount of the Notes; provided that in no
          event shall Liquidated Damages accrue at a rate per year exceeding
          0.50% of the aggregate issue price plus accrued original issue
          discount of the Notes; and

                                   -6-

<PAGE>

                           (B) in respect of any shares of Common Stock, to each
                  holder of shares of Common Stock issued upon conversion of
                  Notes, (x) with respect to the first 90-day period in which a
                  Registration Default shall have occurred and be continuing,
                  equal to 0.25% per annum of the aggregate issue price plus
                  accrued original issue discount to the date of calculation, of
                  each Note converted for such Common Stock, and (y) with
                  respect to the period commencing the 91st day following the
                  day the Registration Default shall have occurred and be
                  continuing, equal to 0.50% per annum of the aggregate issue
                  price plus accrued original issue discount to the date of
                  calculation, of each Note converted for such Common Stock;
                  provided that in no event shall Liquidated Damages accrue at a
                  rate per year exceeding 0.50% of the aggregate issue price
                  plus accrued original issue discount to the date of
                  calculation, of the converted Notes.

            (b)   All accrued Liquidated Damages shall be paid in arrears to
Record Holders by the Company on each Liquidated Damages Payment Date. Upon the
cure of all Registration Defaults relating to any particular Note or share of
Common Stock, the accrual of Liquidated Damages with respect to such Note or
share of Common Stock will cease.

            Notwithstanding any other provision of this Agreement, no Liquidated
Damages shall accrue as to any Transfer Restricted Security from and after the
earlier of the date such security is no longer a Transfer Restricted Security
and the expiration of the Effectiveness Period. All obligations of the Company
set forth in this Section 3 that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to
such Transfer Restricted Security shall have been satisfied in full.

            The Trustee shall be entitled, on behalf of Holders of Notes or
Common Stock, to seek any available remedy for the enforcement of this
Agreement, including for the payment of any Liquidated Damages. The Liquidated
Damages set forth above shall be the exclusive monetary remedy available to the
Holders of Transfer Restricted Securities for each Registration Default.

            4.    Registration Procedure.

            (a)   In connection with the Shelf Registration Statement, the
Company shall comply with all the provisions of Section 4(b) hereof and shall
use its reasonable commercial efforts to effect such registration to permit the
sale of the Transfer Restricted Securities, and pursuant thereto, shall as
expeditiously as practicable prepare and file with the Commission a Shelf
Registration Statement relating to the registration on any appropriate form
under the Securities Act.

            (b)   In connection with the Shelf Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer
Restricted Securities, the Company shall:

                  (i)  Subject to any notice by the Company in accordance with
            this Section 4(b) of the existence of any fact or event of the kind
            described in Section 4(b)(iii)(D), use its reasonable commercial
            efforts to keep the Shelf Registration Statement continuously

                                      -7-

<PAGE>

         effective during the Effectiveness Period; upon the occurrence of any
         event that would cause the Shelf Registration Statement or the
         Prospectus contained therein (A) to contain a material misstatement or
         omission or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the Effectiveness Period, the Company
         shall file promptly an appropriate amendment to the Shelf Registration
         Statement, a supplement to the Prospectus or a report filed with the
         Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
         Exchange Act, in the case of clause (A), correcting any such
         misstatement or omission, and, in the case of either clause (A) or (B),
         use its reasonable commercial efforts to cause such amendment to be
         declared effective and the Shelf Registration Statement and the related
         Prospectus to become usable for their intended purposes as soon as
         practicable thereafter. Notwithstanding the foregoing, the Company may
         suspend the effectiveness of the Shelf Registration Statement by
         written notice to the Holders for a period not to exceed an aggregate
         of 60 days in any three-month period (each such period, a "Suspension
         Period") if:

                    (x) an event occurs and is continuing as a result of which
               the Shelf Registration Statement, the Prospectus, any amendment
               or supplement thereto, or any document incorporated by reference
               therein would, in the Company's judgment, contain an untrue
               statement of a material fact or omit to state a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading; and

                    (y) the Company determines in good faith that the disclosure
               of such event at such time would be significantly detrimental to
               the Company and its subsidiaries;

         provided that, in the event the disclosure relates to a previously
         undisclosed proposed or pending material business transaction, the
         disclosure of which the Company determines in good faith would be
         reasonably likely to impede the Company's ability to consummate such
         transaction, the Company may extend a Suspension Period from 60 days to
         120 days; provided, however, that Suspension Periods shall not exceed
         an aggregate of 120 days in any twelve-month period. The Company shall
         not be required to specify in the written notice to the Holders the
         nature of the event giving rise to the Suspension Period.

               (ii) Prepare and file with the Commission such amendments and
          post-effective amendments to the Shelf Registration Statement as may
          be necessary to keep the Shelf Registration Statement effective during
          the Effectiveness Period; cause the Prospectus to be supplemented by
          any required Prospectus supplement, and as so supplemented to be filed
          pursuant to Rule 424 under the Securities Act, and to comply fully
          with the applicable provisions of Rules 424 and 430A under the
          Securities Act in a timely manner; and comply with the provisions of
          the Securities Act applicable to it with respect to the disposition of
          all securities covered by the Shelf Registration Statement during the
          applicable period in accordance with the intended method or methods of
          distribution by the sellers thereof set forth in the Shelf
          Registration Statement or supplement to the Prospectus; provided, that
          in no event will such method(s) of distribution take the form of an
          offering pursuant to an Underwritten Registration without the prior
          agreement of the Company.

                                      -8-


<PAGE>

                  (iii)    Advise the selling Holders promptly and, if requested
      by such selling Holders, to confirm such advice in writing, except as
      provided in clause (D) below:

                           (A) when the Prospectus or any Prospectus supplement
                  or post-effective amendment has been filed, and, with respect
                  to the Shelf Registration Statement or any post-effective
                  amendment thereto, when the same has become effective,

                           (B) of any request following the effectiveness of the
                  Shelf Registration Statement under the Securities Act by the
                  Commission or any other federal or state governmental
                  authority for amendments to the Shelf Registration Statement
                  or amendments or supplements to the Prospectus or for
                  additional information relating thereto,

                           (C) of the issuance by the Commission or any other
                  federal or state governmental authority of any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement under the Securities Act or of the receipt by the
                  Company of any notification with respect to the suspension of
                  the qualification or exemption from qualification of the
                  Transfer Restricted Securities by any state securities
                  commission of the Transfer Restricted Securities for offering
                  or sale in any jurisdiction, or the initiation of any
                  proceeding for any of the preceding purposes, or

                           (D) of the existence of any fact or the happening of
                  any event, during the Effectiveness Period (but not as to the
                  substance of any such fact or event), that makes any statement
                  of a material fact made in the Shelf Registration Statement,
                  the Prospectus, any amendment or supplement thereto, or any
                  document incorporated by reference therein untrue, or that
                  requires the making of any additions to or changes in the
                  Shelf Registration Statement or the Prospectus in order to
                  make the statements therein not misleading, provided, that
                  such notice need only be provided to selling Holders who have
                  delivered a Holder Questionnaire as set forth in Section 4(e)
                  hereof who are then entitled to sell Transfer Restricted
                  Securities under the Shelf Registration Statement.

         If at any time the Commission shall issue any stop order suspending the
         effectiveness of the Shelf Registration Statement, or any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         the Transfer Restricted Securities under state securities or Blue Sky
         laws, the Company shall use its reasonable commercial efforts to obtain
         the withdrawal or lifting of such order at the earliest possible time
         and will provide to each Holder who is named in the Shelf Registration
         Statement prompt notice of the withdrawal of any such order.

                  (iv)     Make available at reasonable times for inspection by
         one or more representatives of the selling Holders, designated in
         writing by a selling Holder whose Transfer Restricted Securities are
         included in the Shelf Registration Statement, and any broker-dealer,
         attorney or accountant retained by such selling Holders, all relevant

                                      -9-

<PAGE>

         financial and other records, pertinent corporate documents and
         properties of the Company and its subsidiaries as shall be reasonably
         necessary to enable them to conduct a reasonable investigation within
         the meaning of Section 11 of the Securities Act, and cause the
         officers, directors, managers and employees of the Company and its
         subsidiaries to supply all information reasonably requested by any such
         representative or representatives of the selling Holders,
         broker-dealer, attorney or accountant in connection therewith;
         provided, however, that the foregoing inspection and information
         gathering shall be coordinated on behalf of all selling Holders by one
         firm of counsel, which firm shall be Sidley Austin Brown & Wood LLP
         until another firm shall be designated in writing to the Company by
         Majority of Holders whose Transfer Restricted Securities are included
         in the Shelf Registration Statement; and provided further, that such
         persons shall first agree in writing with the Company that any
         information that is reasonably designated by the Company in writing as
         confidential at the time of delivery of such information shall be kept
         confidential by such persons and shall be used solely for the purposes
         of exercising rights under this Agreement and such person shall comply
         with applicable securities laws, unless (i) disclosure of such
         information is required by court or administrative order or is
         necessary to respond to inquiries of regulatory authorities, (ii)
         disclosure of such information is required by law (including any
         disclosure requirements pursuant to federal securities laws in
         connection with the filing of any Registration Statement or the use of
         any Prospectus referred to in this Agreement), (iii) such information
         becomes generally available to the public other than as a result of a
         disclosure or failure to safeguard by any such person or (iv) such
         information becomes available to any such person from a source other
         than the Company and such source is not bound by a confidentiality
         agreement or fiduciary obligations.

               (v)   Comply with all applicable rules and regulations of the
         Commission and make generally available to the Holders earning
         statements (which need not be audited) satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) no later than 90
         days after the end of the first twelve-month period constituting a
         fiscal year commencing on the first day of the first fiscal quarter of
         the first fiscal year of the Company commencing after the effective
         date of the Shelf Registration Statement, which statements shall cover
         said twelve-month periods.

               (vi)  If requested by any selling Holder, promptly incorporate in
          the Shelf Registration Statement or Prospectus, pursuant to a
          supplement or post-effective amendment if necessary, such information
          as such selling Holder may reasonably request to have included
          therein, including, without limitation, information relating to the
          "Plan of Distribution" of the Transfer Restricted Securities.

               (vii) Furnish to each Initial Purchaser or selling Holder upon
          such Initial Purchaser's or selling Holder's request, without charge,
          at least one conformed copy of the Shelf Registration Statement, as
          first filed with the Commission, and of each amendment thereto (and
          any documents incorporated by reference therein or exhibits thereto
          (or exhibits incorporated in such exhibits by reference) as such
          Person may request).

                                      -10-

<PAGE>

          (viii) Deliver to each selling Holder, without charge, as many copies
     of the Prospectus and any amendment or supplement thereto as such Persons
     reasonably may request; subject to any notice by the Company in accordance
     with this Section 4(b) of the existence of any fact or event of the kind
     described in Section 4(b)(iii)(D), the Company hereby consents to the use
     of the Prospectus and any amendment or supplement thereto by each of the
     selling Holders in connection with the offering and the sale of the
     Transfer Restricted Securities covered by the Prospectus or any amendment
     or supplement thereto.

          (ix)   Before any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted Securities under
     the securities or Blue Sky laws of such jurisdictions in the United States
     as the selling Holders may reasonably request and do any and all other acts
     or things necessary or advisable to enable the disposition in such
     jurisdictions of the Transfer Restricted Securities covered by the Shelf
     Registration Statement; provided, however, that the Company shall not be
     required (A) to register or qualify as a foreign corporation or a dealer of
     securities where it is not now so qualified or to take any action that
     would subject it to service of process in any jurisdiction where it is not
     now so subject or (B) to subject itself to in personam jurisdiction or
     general or unlimited service of process or to taxation in any such
     jurisdiction if it is not now so subject.

          (x)    Cooperate with the selling Holders to facilitate the timely
     preparation and delivery of certificates representing Transfer Restricted
     Securities to be sold and not bearing any restrictive legends (unless
     required by applicable securities laws); and enable such Transfer
     Restricted Securities to be in such denominations and registered in such
     names as the Holders may request at least two Business Days before any sale
     of Transfer Restricted Securities.

          (xi)   Use its reasonable commercial efforts to cause the Transfer
     Restricted Securities covered by the Shelf Registration Statement to be
     registered with or approved by such other U.S. governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities.

          (xii)  Subject to Section 4(b)(i) hereof, if any fact or event
     contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred,
     use its reasonable commercial efforts to prepare a supplement or
     post-effective amendment to the Shelf Registration Statement or related
     Prospectus or any document incorporated therein by reference or file any
     other required document so that, as thereafter delivered to the purchasers
     of Transfer Restricted Securities, the Prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances in which they are made, not misleading,
     provided, that the Company shall not be required to comply with the
     foregoing obligations during any Suspension Period or any period during
     which Liquidated Damages shall be accruing.

                                      -11-


<PAGE>

          (xiii)  Provide CUSIP numbers for all Transfer Restricted Securities
     not later than the effective date of the Shelf Registration Statement and
     provide the Trustee under the Indenture and the transfer agent for the
     Common Stock with certificates for the Transfer Restricted Securities that
     are in a form eligible for deposit with The Depository Trust Company.

          (xiv)   Cooperate and assist in any filings required to be made with
     the NASD and in the performance of any due diligence investigation by any
     underwriter that is required to be retained in accordance with the rules
     and regulations of the NASD.

          (xv)    Enter into such customary agreements and take all such other
     reasonable necessary actions in connection therewith (including those
     reasonably requested by the holders of a majority of the Transfer
     Restricted Securities being sold) in order to expedite or facilitate the
     registration or the disposition of such Transfer Restricted Securities;
     provided that the Company shall not be required to take any action in
     connection with an underwritten offering without its consent (in its sole
     discretion).

          (xvi)   Otherwise use its reasonable commercial efforts to comply with
     all applicable rules and regulations of the Commission and all reporting
     requirements under the rules and regulations of the Exchange Act.

          (xvii)  Cause the Indenture to be qualified under the TIA not later
     than the effective date of the Shelf Registration Statement required by
     this Agreement, and, in connection therewith, cooperate with the Trustee
     and the holders of Notes to effect such changes to the Indenture as may be
     required for such Indenture to be so qualified in accordance with the terms
     of the TIA; and execute, and use its reasonable commercial efforts to cause
     the Trustee thereunder to execute, all documents that may be required to
     effect such changes and all other forms and documents required to be filed
     with the Commission to enable such Indenture to be so qualified in a timely
     manner.

          (xviii) Cause all Common Stock covered by the Shelf Registration
     Statement to be listed or quoted, as the case may be, on each securities
     exchange or automated quotation system on which Common Stock is then listed
     or quoted.

          (xix)    Provide to each Holder upon written request each document
     filed with the Commission pursuant to the requirements of Section 13 and
     Section 15 of the Exchange Act after the effective date of the Shelf
     Registration Statement, unless such document is available through the
     Commission's EDGAR system.

     (c)  Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice (a "Suspension Notice") from the Company of the
existence of any fact of the kind described in Section 4(b)(iii)(D) hereof, such
Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the Shelf Registration Statement and will not deliver any Prospectus
forming part thereof, until:

          (i)      such Holder has received copies of the supplemented or
     amended Prospectus contemplated by Section 4(b)(xii) hereof; or

                                      -12-

<PAGE>

         (ii) such Holder is advised in writing by the Company that the use of
     the Prospectus may be resumed, and has received copies of any additional or
     supplemental filings that are incorporated by reference in the Prospectus.

     If so directed by the Company in the Suspension Notice, each Holder
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such Suspension Notice. Each Holder agrees to keep the receipt of a
Suspension Notice and its contents confidential.

     (d) Each Holder agrees, by acquisition of the Transfer Restricted
Securities, that no Holder of Registrable Securities shall be entitled to sell
any of such Transfer Restricted Securities pursuant to a Registration Statement
or to receive a Prospectus relating thereto, unless such Holder has furnished
the Company with a Holder Questionnaire as required pursuant to Section 2(b)
hereof (including the information required to be included in such Holder
Questionnaire) and the information set forth in the next sentence. Each selling
Holder agrees promptly to furnish to the Company all information required to be
disclosed in order to make the information previously furnished to the Company
by such selling Holder not misleading and any other information regarding such
selling Holder and the distribution of such Transfer Restricted Securities as
may be required to be disclosed in the Shelf Registration Statement under
applicable law or pursuant to Commission comments. Upon receipt of a Holder
Questionnaire, the Company shall inform each selling Holder in writing of the
existence of a Suspension Period or otherwise of the kind of event described in
Section 4(b)(iii)(D).

     (e) Each Holder further agrees to notify the Company within 10 business
days of a request of the amount of Transfer Restricted Securities sold pursuant
to the Registration Statement and, in the absence of a response, the Company may
assume that all of the Holder's Transfer Restricted Securities were so sold.

     5.  Registration Expense.

     (a) All fees and expenses incident to the Company's performance of or
compliance with this Agreement shall be borne by the Company regardless of
whether a Shelf Registration Statement becomes effective, including, without
limitation:

         (i)   all registration and filing fees and expenses (including filings
     made with the NASD);

         (ii)  all fees and expenses of compliance with federal and state
     securities and Blue Sky laws to the extent such filings or compliance are
     required pursuant to this Agreement (including fees and expenses of the
     Company's counsel);

         (iii) all expenses of printing (including printing of Prospectuses and
     certificates for the Transfer Restricted Securities in a form eligible for
     deposit with The Depository Trust Company) and the Company's expenses for
     messenger and delivery services and telephone;

                                      -13-

<PAGE>

               (iv)   all fees and disbursements of counsel to the Company in
          connection with the Shelf Registration Statement;

               (v)    duplication expenses relating to copies of the Shelf
          Registration Statement or Prospectus delivered to any Holders
          hereunder;

               (vi)   reasonable fees and disbursements of the Trustee and its
          counsel and of the registrar and transfer agent for the Common Stock;

               (vii)  all application and filing fees in connection with listing
          (or authorizing for quotation) the Common Stock on a national
          securities exchange or automated quotation system pursuant to the
          requirements hereof; and

               (viii) all fees and disbursements of independent certified public
          accountants of the Company.

          The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit, the fees
and expenses incurred in connection with the listing of the Transfer Restricted
Securities on any securities exchange on which the same securities of the
Company are then listed and the fees and expenses of any person, including
special experts, retained by the Company.

          (b)  The Holders of the Transfer Restricted Securities being
registered shall pay all agency fees and commissions, transfer taxes and
underwriting discounts and commissions attributable to the sale of such Transfer
Restricted Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such Holders, other than the counsel and experts
that represent the Company specifically referred to above.

          6.   Indemnification and Contribution.

          (a)  The Company agrees to indemnify and hold harmless each Initial
Purchaser or each Holder, such Initial Purchaser or such Holder's directors,
officers, and employees and each person, if any, who controls any such Initial
Purchaser or such Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act (each, an "Indemnified
Holder"), against any loss, claim, damage expense, or liability, joint or
several, or any action, commenced or threatened, in respect thereof (including,
but not limited to, any loss, claim, damage, expense, liability or action,
commenced or threatened, relating to resales of the Transfer Restricted
Securities), to which such Indemnified Holder may become subject, insofar as any
such loss, claim, damage, expense, liability or action, commenced or threatened,
arises out of, or is based upon:

               (i)    any untrue statement or alleged untrue statement of a
          material fact contained in (A) the Shelf Registration Statement as
          originally filed or in any amendment thereof, in any Prospectus, or in
          any amendment or supplement thereto or (B) any Blue Sky application or
          other document or any amendment or supplement thereto prepared by the
          Company (or based upon written information furnished by or on behalf
          of the Company expressly for use in such Blue Sky application or other
          document or

                                      -14-

<PAGE>

         amendment on supplement) filed in any jurisdiction specifically for the
         purpose of qualifying any or all of the Transfer Restricted Securities
         under the securities law of any state or other jurisdiction (such
         application or document being hereinafter called a "Blue Sky
         Application"); or

             (ii) the omission or alleged omission to state therein any
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading,

and agrees to reimburse each Indemnified Holder promptly upon demand for any and
all expenses whatsoever, as incurred (including the fees and disbursements of
counsel chosen by the Initial Purchasers), reasonably incurred by such
Indemnified Holder in connection with investigating or defending against any
such loss, cost, claim, damage, expense, liability or action, commenced or
threatened; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, expense, liability or
action, commenced or threatened, arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Holder (or its related Indemnified Holder)
specifically for use therein; provided further, that the Company shall not be
liable to any Indemnified Holder under the indemnity agreement in this
subsection (a) with respect to (1) any Prospectus to the extent that any such
loss, cost, claim, damage, expense, liability or action, commenced or
threatened, of such Indemnified Holder (or action in respect thereof) results
from the fact that such Indemnified Holder sold Transfer Restricted Securities
to a Person as to whom it shall be established that there was not sent or given,
at or prior to the written confirmation of such sale, a copy of the Prospectus
supplement in any case where such delivery is required by the Securities Act if
the Company had previously furnished copies thereof in sufficient quantities to
such Indemnified Holder and the loss, cost, claim, damage, expense, liability or
action, commenced or threatened, of such Indemnified Holder (or action in
respect thereof) results from an untrue statement or omission of a material fact
contained in the Prospectus which was corrected in the Prospectus supplement or
(2) any such loss, cost, claim, damage, expense, liability or action, commenced
or threatened, of such Indemnified Holder (or action in respect thereof) results
from the fact that such Indemnified Holder offered or sold Transfer Restricted
Securities during a Suspension Period, if a Suspension Notice was given to such
selling Holder in accordance with Section 4(b)(i). The foregoing indemnity
agreement is in addition to any liability which the Company may otherwise have.

         (b) Each Holder, severally and not jointly, shall indemnify and hold
harmless the Company, its directors, officers, and employees and each person, if
any, who controls the Company within the meaning of the Securities Act, from and
against any loss, cost, claim, damage, expense or liability, joint or several,
or any action in respect thereof, to which the Company or any such director,
officer, employee or controlling person may become subject, insofar as any such
loss, cost, claim, damage, expense or liability or action arises out of, or is
based upon:

             (i)  any untrue statement or alleged untrue statement of any
         material fact contained in the Shelf Registration Statement or
         Prospectus or any amendment or supplement thereto or any Blue Sky
         Application; or

                                      -15-

<PAGE>

         (ii) the omission or the alleged omission to state therein any
     material fact required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Company and any such director, officer, employee or
controlling person promptly upon demand for any legal or other expenses
reasonably incurred by the Company or any such director, officer, employee or
controlling person in connection with investigating or defending against any
such loss, cost, claim, damage, expense, liability or action, commenced or
threatened, as such expenses are incurred. The foregoing indemnity agreement is
in addition to any liability which any Holder may otherwise have to the Company
and any such director, officer, employee or controlling person.

     (c) Promptly after receipt by an indemnified party under this Section 6 of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 6, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it
may have under this Section 6 except to the extent it has been materially
prejudiced by such failure and, provided, further, that the failure to notify
the indemnifying party shall not relieve it from any liability which it may have
to an indemnified party other than under this Section 6. If any such claim or
action shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the Holders shall have the right to employ a single counsel to represent jointly
the Holders and their officers, employees and controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may
be sought by the Holders against the Company under this Section 6 if the Holders
seeking indemnification shall have been advised by legal counsel that there may
be one or more legal defenses available to such Holders and their respective
officers, employees and controlling persons that are different from or
additional to those available to the Company, and in that event, the reasonable
fees and expenses of such separate counsel shall be paid by the Company. No
indemnifying party shall:

         (i)  without the prior written consent of the indemnified parties
     (which consent shall not be unreasonably withheld) settle or compromise or
     consent to the entry of any judgment with respect to any pending or
     threatened claim, action, suit or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action), unless such settlement, compromise or consent includes an
     unconditional release of each

                                      -16-

<PAGE>

     indemnified party from all liability arising out of such claim, action,
     suit or proceeding, or

          (ii) be liable for any settlement of any such action effected without
     its written consent (which consent shall not be unreasonably withheld), but
     if settled with its written consent or if there be a final judgment for the
     plaintiff in any such action, the indemnifying party agrees to indemnify
     and hold harmless any indemnified party from and against any loss of
     liability by reason of such settlement or judgment.

     (d)  If the indemnification provided for in this Section 6 shall for any
reason be unavailable or insufficient to hold harmless an indemnified party
under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability
(or action in respect thereof) referred to therein, each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability (or action in respect thereof):

          (i)  in such proportion as is appropriate to reflect the relative
     benefits received by the Company from the offering and sale of the Transfer
     Restricted Securities on the one hand and a Holder with respect to the sale
     by such Holder of the Transfer Restricted Securities on the other, or

          (ii) if the allocation provided by Section (6)(d)(i) is not permitted
     by applicable law, in such proportion as is appropriate to reflect not only
     the relative benefits referred to in Section 6(d)(i) but also the relative
     fault of the Company on the one hand and the Holders on the other in
     connection with the statements or omissions or alleged statements or
     alleged omissions that resulted in such loss, claim, damage or liability
     (or action in respect thereof), as well as any other relevant equitable
     considerations.

The relative benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Transfer
Restricted Securities purchased under the Purchase Agreement (before deducting
expenses) received by the Company, on the one hand, bear to the total proceeds
received by such Holder with respect to its sale of Transfer Restricted
Securities on the other. The relative fault of the parties shall be determined
by reference to whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Holders on the other,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d). The amount paid or payable by an indemnified party as a result of the loss,
claim, damage, expense or liability, or action, commenced or threatened, in
respect thereof, referred to above in this Section 6 shall be deemed to include,
for purposes of this Section 6(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating, preparing
or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no Holder shall be required to contribute any amount in excess of
the amount by which the

                                      -17-

<PAGE>

total price at which the Transfer Restricted Securities purchased by it were
resold exceeds the amount of any damages which such Holder has otherwise been
required to pay and has paid by reason of any untrue or alleged untrue statement
or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute as provided
in this Section 6(d) are several and not joint.

     7. Rule 144A. If the Company is not subject to Section 13 or 15(d) of the
Exchange Act, the Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

     8. No Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder.

     9. Miscellaneous.

     (a) Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Section 2 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely, and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company's obligations under Section 2 hereof. The
Company further agrees to waive, to the extent permitted by applicable law, the
defense in any action for specific performance that a remedy at law would be
adequate.

     (b) Actions Affecting Transfer Restricted Securities. The Company shall
not, directly or indirectly, take any action with respect to the Transfer
Restricted Securities as a class that would adversely affect the ability of the
Holders of Transfer Restricted Securities to include such Transfer Restricted
Securities in a registration undertaken pursuant to this Agreement.

     (c) No Inconsistent Agreements. The Company will not, on or after the date
hereof, enter into any agreement with respect to its securities that conflicts
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. In addition, the Company shall not grant to any of
its securityholders (other than the Holders of Transfer Restricted Securities in
such capacity) the right to include any of its securities in the Shelf
Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities. The Company has not previously entered into any agreement
(which has not expired or been terminated) granting any registration rights with
respect to its securities to any Person which rights conflict with the rights
granted to the Holders in this Agreement or otherwise conflict with the
provisions hereof.

                                      -18-

<PAGE>

     (d) Amendments and Waivers. This Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to or departures from the provisions hereof may not be given, unless
the Company has obtained the written consent of a Majority of Holders.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof, with respect to a matter which relates exclusively to the rights of
Holders of Transfer Restricted Securities whose securities are being sold
pursuant to a Shelf Registration Statement and does not directly or indirectly
adversely affect the rights of other Holders, may be given by the Majority of
Holders, determined on the basis of Notes being sold rather than registered
under such Shelf Registration Statement, provided, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence. Each holder of Transfer
Restricted Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 9(d), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the Transfer
Restricted Securities or is delivered to such Holder.

     (e) Notices. All notices, requests and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first class mail
(registered or certified, return receipt requested), telex, facsimile
transmission, or air courier guaranteeing overnight delivery:

         (i) if to a Holder, at the address set forth on the records of the
     registrar under the Indenture or the transfer agent of the Common Stock, as
     the case may be;

         (ii) if to selling Holder, at the most current address given by such
     Holder to the Company in a Holder Questionnaire or any amendment thereto;
     and

         (iii) if to the Company, to:

         BJ Services Company
         5500 Northwest Central Drive
         Houston, Texas 77092
         Attention: General Counsel
         Tel.: (713) 462-4239
         Fax: (713) 895-5625

         With a copy to:

         Andrews & Kurth L.L.P.
         4200 Chase Tower
         Houston, Texas 77002
         Attention:  Doris Rodriguez, Esq.
         Tel.: (713) 220-4258
         Fax: (713) 238-7185;

     and

                                      -19-

<PAGE>

          (iv) if to the Initial Purchasers, to:

          Banc of America Securities LLC
          9 West 57/th/ Street
          New York, New York 10019
          Fax: (212) 583-8457
          Attention: Eric Hambleton

          Merrill Lynch, Pierce, Fenner & Smith
                       Incorporated

          1221 McKinney, Suite 2700
          Houston, Texas 77002
          Fax: (713) 759-2543
          Attention: Aaron R. Hoover.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

     Any party hereto may change the address for receipt of communications
by giving written notice to the other parties hereto.

     (f)  Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding upon the successors and assigns of, each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
(i) this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign acquired Transfer Restricted Securities from such Holder and (ii) nothing
contained herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms of the
Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement.

     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  Notes Held by the Company or Their Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Transfer Restricted Securities
is required hereunder, Transfer Restricted Securities held by the Company or its
Affiliates (other than Initial Purchasers or subsequent Holders if such Initial
Purchasers or subsequent Holders are deemed to

                                      -20-

<PAGE>

be Affiliates solely by reason of their holding of such Transfer Restricted
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

     (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     (k) Severability. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal, void or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected, impaired or invalidated thereby and the parties hereto shall
use their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such provision, it
being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.

     (l) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and is intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and the registration rights granted by the
Company with respect to the Transfer Restricted Securities. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Company with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to the subject matter hereof.

     (m) Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof and the
obligations to make payments of and provide for Liquidated Damages under Section
3 hereof to the extent such damages accrue prior to the end of the Effectiveness
Period, each of which shall remain in effect in accordance with its terms.

                  [Remainder of Page Intentionally Left Blank]

                                      -21-

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        BJ SERVICES COMPANY



                                        By: /s/ T. M. Whichard
                                           ----------------------------------
                                            Name: T. M. Whichard
                                            Title: Vice President and Treasurer



                                        BANC OF AMERICA SECURITIES LLC



                                        By /s/ [Illegible]
                                          -----------------------------------
                                            Authorized Representative



                                        MERRILL LYNCH, PIERCE, FENNER & SMITH
                                                       INCORPORATED



                                        By /s/ [Illegible]
                                          -----------------------------------
                                            Authorized Representative

                                      -22-