EXHIBIT 5.1

                         Letterhead of Andrews & Kurth
                     Mayor, Day, Caldwell & Keeton L.L.P.
                            600 Travis, Suite 4200
                             Houston, Texas  77002


                               November 14, 2001

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

     Re:  BJ Services Company

Gentlemen:

               We have acted as counsel to BJ Services Company, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance of up to 6,000,000 shares of the Company's common stock
(the "Shares"), par value $0.10 per share ("Common Stock"), pursuant to the
Company's 2000 Incentive Plan (the "Plan").  As used herein, the term "Shares"
includes the associated preferred share purchase rights issuable pursuant to the
Company's Amended and Restated Rights Agreement dated as of September 26, 1996,
as amended as of March 31, 1997.

               As the basis for the opinions hereinafter expressed, we have
examined such statutes, regulations, corporate records and documents and such
other instruments as we have deemed necessary for the purposes of the opinions
contained herein. As to all matters of fact material to such opinions, we have
relied upon the representations of officers of the Company and certificates of
public officials. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as copies.

               Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and, upon issuance by the Company in accordance with the
Plan, will be legally issued and will constitute fully paid and nonassessable
shares of Common Stock.

               This opinion is limited in all respects to the General
Corporation Law of the State of Delaware and the laws of the United States of
America insofar as such laws are applicable.

               We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm name under the
caption "Exhibits" therein. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                   Very truly yours,

                                   /s/  ANDREWS & KURTH
                                        MAYOR, DAY, CALDWELL & KEETON L.L.P.