PROSPECTUS SUPPLEMENT
(To Prospectus dated October 18, 2002          Filed Pursuant to Rule 424(b)(3)
as supplemented November 13, 2002)             Registration No: 333-96981


                                  $516,350,000

                       [Logo of BJ Services appears here]

                            Convertible Senior Notes
                                  Common Stock

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     This document supplements the prospectus dated October 18, 2002, relating
to the Convertible Senior Notes due 2022 and the shares of common stock issuable
upon conversion of the notes, that is part of the registration statement on Form
S-3 (File No. 333-96981), as amended. This prospectus supplement is incorporated
by reference into the prospectus. The information under the heading "Selling
Securityholders" in this prospectus supplement updates and modifies the
applicable information set forth under the heading "Selling Securityholders" in
the prospectus dated October 18, 2002 through the end of the table and footnotes
in this section to include the securityholders not previously identified in the
prospectus or in prospectus supplements filed subsequent to the prospectus or
to show a change in securities that may be offered by some securityholders
previously identified. 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 filing of this prospectus supplement.

                             Selling Securityholders



                                                                                              Number of
                                                          Principal Amount                    Shares of        Percentage of
                                                            at Maturity      Percentage      Common Stock       Common Stock
                                                           of Notes That      of Notes         That May         Outstanding
Name                                                       May Be Sold      Outstanding     Be Sold (4)           (5)(6)
- ----                                                      ----------------  -----------     -------------      -------------
                                                                                                   
CDC Financial Products, Inc. ...........................     7,000,000          1.36%          104,731             0.07%


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(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 157,484,889 shares of common stock outstanding as of
     October 31, 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.

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     Shares of our common stock are quoted on the New York Stock Exchange under
the trading symbol "BJS". The last reported sale price of the shares on November
14, 2002 was $31.20 per share.

     Investing in the notes involves risks. We urge you to carefully read the
"Forward-Looking Statements" section on page 4 and the "Risk Factors" section
beginning on page 11 of the prospectus together with this prospectus supplement
and the prospectus before you make your investment decision.

     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.

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          The date of this Prospectus Supplement is November 15, 2002.