CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                              BJ SERVICES COMPANY


     BJ SERVICES COMPANY, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "DGCL"),
DOES HEREBY CERTIFY THAT:

     FIRST: At a meeting of the Board of Directors of the corporation a
resolution was adopted proposing and declaring advisable the following amendment
to the Certificate of Incorporation of the corporation, as amended, and calling
a special meeting of stockholders of the corporation for the consideration of
such amendment:

          RESOLVED, that Article FOURTH of the Certificate of Incorporation be
     amended to read as follows:

               "FOURTH:  The total number of shares of stock which the
          Corporation shall have the authority to issue is 385,000,000 shares of
          capital stock, consisting of 5,000,000 shares of preferred stock, par
          value $1.00 per share (the "Preferred Stock"), and 380,000,000 shares
          of common stock, par value $0.10 per share (the "Common Stock").

               The designations, powers, preferences and relative,
          participating, optional or other special rights and qualifications,
          limitations or restrictions of the Preferred Stock shall be
          established by resolution of the Board of Directors pursuant to
          Section 151 of the General Corporation Law of the State of Delaware."

     SECOND: Thereafter, a special meeting of stockholders was duly called and
held upon notice in accordance with Section 222 of the DGCL, at which meeting
the necessary number of shares as required by statute were voted in favor of the
amendment.

     THIRD: The amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.


     IN WITNESS WHEREOF, BJ Services Company has caused this certificate to be
signed by its authorized officer this 10th day of May, 2001.

                                        BJ SERVICES COMPANY



                                        By:    _________________________________
                                        Name:  Margaret B. Shannon
                                        Title: Vice President, General Counsel
                                               and Secretary