Prepared By R.R. Donnelley Financial -- Form 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): 05/24/2007

BJ Services Company

(Exact name of registrant as specified in its charter)

Commission File Number: 1-10570

DE		63-0084140
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

4601 Westway Park Blvd., Houston, TX 77041

(Address of principal executive offices, including zip code)

713-462-4239

(Registrant’s telephone number, including area code)

(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:

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

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

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

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

Information to be included in the report

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 24, 2007, the Board of Directors approved an amendment to the Company's Supplemental Executive Retirement Plan (the "Plan"). The Board of Directors amended the Plan to require five years of participation in the Plan prior to the vesting of benefits under the Plan. The amendment to the Plan is filed as an exhibit to this report.

In addition, on May 24, 2007, the Executive Compensation Committee (the "Compensation Committee") approved an increase in the annual salary of David Dunlap, who was named our Executive Vice President and Chief Operating Officer on March 22, 2007. Mr. Dunlap's new annual base salary is $575,000 effective as of March 22, 2007.

Signature(s)

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


Date: May 31, 2007	By:	/s/ Margaret B. Shannon
		Margaret B. Shannon
		Vice President, General Counsel

Exhibit Index

Exhibit No.		Description
EX-10.1		Second Amendment, effective March 1, 2007, to BJ Services Company Supplemental Executive Retirement Plan

EX-10.1 2 rrd160498_20378.htm SECOND AMENDMENT, EFFECTIVE MARCH 1, 2007, TO BJ SERVICES COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN SECOND AMENDMENT TO

BJ SERVICES COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, BJ SERVICES COMPANY (the "Company") has heretofore adopted the BJ SERVICES COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Plan"); and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be and hereby is amended as follows, effective as of March 1, 2007:

Section 2.1(20) of the Plan shall be deleted and the following shall be substituted therefor:

"(20) Normal Retirement. A Participant's Termination on or after the later of (i) his sixtieth birthday or (ii) the date he becomes vested pursuant to Article V."

Article V of the Plan shall be deleted and the following shall be substituted therefor:

"ARTICLE V

Vesting

With respect to an Eligible Employee who becomes a Participant prior to January 1, 2007, the Participant's Vested Percentage shall be zero percent prior to the later of (i) his fifty-fifth birthday or (ii) the date he completes five full Years of Service, and one hundred percent on or after such date; provided, however, that in the event of the Participant's death or disability (as defined in Section 4.7) or a Change of Control, the Participant's Vested Percentage shall be one hundred percent.

With respect to an Eligible Employee who becomes a Participant after December 31, 2006, such Participant's Vested Percentage shall be zero percent prior to the later of (i) his fifty-fifth birthday or (ii) the date he completes five full years of participation in the Plan, and one hundred percent on or after such date; provided, however, that in the event of the Participant's death or disability (as defined in Section 4.7) or a Change of Control, the Participant's Vested Percentage shall be one hundred percent."

As amended hereby, the Plan is specifically ratified and reaffirmed.

EXECUTED this 24th day of May, 2007.

BJ SERVICES COMPANY

By: /s/ Margaret B. Shannon

Name: Margaret B. Shannon

Title: Vice President, General Counsel

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