8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2010

BJ Services Company

(Exact name of registrant as specified in charter)

Delaware	1-10570	63-0084140
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

4601 Westway Park Blvd., Houston, Texas	77041
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 462-4293

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

     On March 31, 2010, BJ Services Company (“BJ Services”) held a special meeting of stockholders in order to approve its pending merger with Baker Hughes Incorporated (“Baker Hughes”) pursuant to the terms and conditions of the Agreement and Plan of Merger, by and among Baker Hughes, BJ Services and BSA Acquisition LLC, dated as of August 30, 2009 (the “Merger Agreement”). The meeting was held in order to vote upon the proposal to approve and adopt the Merger Agreement.

     The proposal was approved. The following is a summary of the voting results for the proposal presented to the stockholders to approve and adopt the Merger Agreement:

FOR
233,812,564 AGAINST
269,384 ABSTAIN
223,306 BROKER NON-VOTES
0

     As of February 11, 2010, the record date, there were 293,721,886 shares issued and outstanding and entitled to vote at the special meeting of stockholders.

Item 8.01 Other Events.

     On March 31, 2010, Baker Hughes and BJ Services issued a joint news release announcing results of their respective special meetings of stockholders. The closing of the merger is subject to governmental regulatory and judicial approval and other closing conditions, which BJ Services currently expects will occur in early April 2010. The news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Description
	99.1	Joint Press Release issued March 31, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BJ SERVICES COMPANY
By:	/s/ Margaret B. Shannon
Name: Margaret B. Shannon
Title: Vice President - - General Counsel

Date: March 31, 2010

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Joint Press Release issued March 31, 2010.

EX-99.1

Exhibit 99.1

Baker Hughes and BJ Services Stockholders Approve Merger

Houston (March 31, 2010) – Baker Hughes Incorporated (NYSE: BHI) and BJ Services Company (NYSE: BJS) announced the results of their special meetings of stockholders held earlier today. BJ Services’ stockholders voted to approve and adopt the Agreement and Plan of Merger with Baker Hughes. Baker Hughes’ stockholders voted to approve issuance of additional shares of common stock of Baker Hughes related to the merger with BJ Services pursuant to the Agreement and Plan of Merger. The Baker Hughes stockholders also approved amendments to the two Baker Hughes Long-Term Incentive Plans for directors, officers and employees.

As previously disclosed, Baker Hughes and BJ Services have reached a general understanding with the Antitrust Division of the U.S. Department of Justice regarding divestitures that will be required as a condition to governmental approval of the pending merger. The companies expect that the closing will occur as soon as practicable in early April following approval by the Antitrust Division of the U.S. Department of Justice and the Federal District Court in Washington, D.C. of a Final Judgment, subject to the other closing conditions.

Baker Hughes stockholders who have questions about this news release or the merger should contact Investor Relations at (713) 439-8039.

BJ Services stockholders who have questions about this news release or the merger should contact Investor Relations at (713) 462-4239.

Forward-Looking Statements

Except for the historical information set forth in this document, the matters discussed in this document are forward-looking statements that involve certain assumptions and known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. Such forward-looking statements include, but are not limited to, whether the antitrust authorities and the Federal District Court will give regulatory clearance to complete the merger at all or without restrictions or conditions that would be detrimental or have a materially adverse effect on the combined company after the merger is completed whether the merger will be consummated, and other statements that are not historical facts. In addition, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. Baker Hughes or BJ Services may not prevail and may incur significant costs in defending or settling any action under the antitrust laws. There can be no assurance that all of the conditions to complete the merger will be satisfied. Prior to closing, a Hold Separate Stipulation and Order will need to be approved by the Federal District Court in Washington, D.C., subject to the Antitrust Procedures and Penalties Act, 15 U.S.C. Section 16. The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that the cost savings and any other synergies from the transaction may not be realized or take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the businesses; unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; the outcome of any litigation; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in Baker Hughes’ and BJ Services’ filings with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s web site at www.sec.gov. Except as required by law, neither Baker Hughes nor BJ Services intends to update or revise statements contained in these materials based on new information, future events or otherwise.

Additional Information and Where to Find It

These materials are not a substitute for the Registration Statement that Baker Hughes filed with the SEC in connection with the proposed transaction with BJ Services, or the definitive joint proxy statement/prospectus sent to security holders of Baker Hughes and BJ Services on or about February 16, 2010 seeking their approval of the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 12, 2010, WHICH WAS SENT TO SECURITY HOLDERS OF BAKER HUGHES AND BJ SERVICES ON OR ABOUT FEBRUARY 16, 2010, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by Baker Hughes and BJ Services with the SEC at the SEC’s web site at www.sec.gov. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any shares of Baker Hughes or BJ Services common stock.

The definitive joint proxy statement/prospectus and such other documents (relating to Baker Hughes) may also be obtained from Baker Hughes for free from Baker Hughes’ web site at www.bakerhughes.com/investor or by directing a request to: Baker Hughes Incorporated, 2929 Allen Parkway, Suite 2100, Houston, TX 77019, Attention: Corporate Secretary, or by phone at (713) 439-8600. The definitive joint proxy statement/prospectus and such other documents (relating to BJ Services) may also be obtained from BJ Services for free from BJ Services’ web site at www.bjservices.com or by directing a request to: BJ Services Company, P.O. Box 4442, Houston, Texas 77210-4442, Attention: Investor Relations, or by phone at (713) 462-4239.

BJ Services Company is a leading provider of pressure pumping, well completion, production enhancement and pipeline services to the petroleum industry.

Baker Hughes provides reservoir consulting, drilling, formation evaluation, completion and production products and services to the worldwide oil and gas industry.

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