8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2007

BJ SERVICES COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-10570	63-0084140
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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) 462-4239

NOT APPLICABLE

(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))

Explanatory Note

    This Amendment No. 1 is being filed by BJ Services Company (“BJ Services” or the “Company”) to amend Item 5.02 of its Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission on December 12, 2007 in connection with the named executive officers’ annual salaries and bonus plan. Information related to a change in the performance target for bonus stock awarded to certain of the named executive officers was inadvertently omitted from the previous filing. This amendment to our Form 8-K filed on December 6, 2007, is solely for the purpose of disclosing the change in the performance target for bonus stock and for filing our form of letter agreement setting forth the terms and conditions of the bonus stock award.

Section 5 – Corporate Governance and Management

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

On December 6, 2007, the Executive Compensation Committee (the “Compensation Committee”) approved the following annual salaries for our named executive officers effective December 1, 2007.

Name	New Salary
J. W. Stewart Chairman of the Board, President and Chief Executive Officer	$	1,150,000
Jeffrey E. Smith Senior Vice President—Finance and Chief Financial Officer	$	495,000
David D. Dunlap Executive Vice President and Chief Operating Officer	$	605,000
Margaret B. Shannon Vice President – General Counsel	$	410,000
Alasdair Buchanan Vice President—International Pressure Pumping Services	$	400,000

The Compensation Committee also set the corporate performance objectives for the persons listed in the table above to be used in determining cash bonus awards for our executive officers in fiscal year 2008 under our Annual Bonus Plan. For fiscal year 2008, bonus targets for our executive officers will be based on corporate performance, specifically earnings per share objectives. Cash bonus awards are based on a percentage of a participant’s December 1^st base salary. There are three bonus award levels for each executive officer: entry level (minimum), expected value (target) and over achievement. Each level represents the percentage of base salary that the executive officer will receive as a bonus if that particular bonus award level is met for the fiscal year. The bonus levels for fiscal 2008 are 10%, 100% and 175% of base salary for Mr. Stewart, 8%, 80% and 140% of base salary for Messrs. Dunlap and Smith and 7%, 70% and 122.5% of base salary for the other NEOs. If we fail to meet the entry-level earnings per share objective, no bonus will be paid.

In addition to the changes above, at its December 6, 2007 meeting, the Compensation Committee amended the performance target percentage for bonus stock awarded to certain of the Company’s named executive officers for future periods. Under the 2000 Incentive Plan and the 2003 Incentive Plan, the Compensation Committee may from time to time grant shares of bonus stock to employees, including the executive officers. Each share of bonus stock represents the right to receive one share of Common Stock if certain performance criteria are met. The previously granted bonus stock awards vested, if on each quarterly vesting date, the Company’s earnings per share was equal to or greater than 80% of the Company’s earnings per share during the corresponding quarter in the prior year. The Compensation Committee modified the earnings per share target from 80% to 50%. Other than this change in the earnings per share target for future periods, the form of bonus stock award was substantially the same as the form previously filed with the Company’s Annual Report on Form 10-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibit
10.1	Form of letter agreement setting forth terms and conditions of bonus stock awarded to executive officers.

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
Date: April 3, 2008	/s/ J.W. Stewart
	J.W. Stewart
	Chairman of the Board, President and
	Chief Executive Officer

EX-10.1

EXHIBIT 10.1

_________________________

_________________________

_________________________

_________________________

Re: Bonus Stock Grant

Dear                     :

Grant. I am pleased to inform you that the Executive Compensation Committee (the “Committee”) of the Board of Directors of BJ Services Company (the “Company”) has granted to you              shares of Bonus Stock pursuant to the BJ Services Company              Incentive Plan (the “Plan”). The terms defined in the Plan are used in this Agreement with the same meaning.

Each share of Bonus Stock represents the right to receive one share of the Company’s Common Stock, as of the vesting dates specified below. The shares of Bonus Stock hereby granted to you are subject to vesting as described below.

No Rights as a Shareholder. Until actual shares of the Company’s Common Stock are issued to you, you will not possess any rights of a stockholder of the Company with respect to the Bonus Stock, including, but not limited to, the right to vote shares or receive dividends.

Vesting Dates. Subject to the vesting restrictions and provisions described below, one-quarter (1/4) of your Bonus Stock shares will become payable to you on each of March 31,             ; June 30,             ; September 30,             ; and December 31,              (each a “vesting date”). However, all shares of Bonus Stock will vest and be immediately due and payable to you in the event of a Change of Control. Payment in shares will be made to you as soon as reasonably practicable following each vesting date.

Vesting. The Bonus Stock granted hereby shall only vest on a particular vesting date, including following termination by reason of death, disability or retirement, if the Company shall have earnings per share for the fiscal quarter ending on such vesting date equal to or greater than 50% of the Company’s earnings per share for the corresponding quarter in             . In the event that your employment is terminated for any reason other than death, disability or retirement prior to the end of the applicable deferral period all Bonus Stock not yet then payable will be forfeited. If your employment is terminated due to death, disability or retirement, your Bonus Stock award will not be forfeited, but will mature and become payable on each vesting date if the applicable performance target in the first sentence of this paragraph is met. In the event of your death, your Bonus Stock award, if vested, will be paid to the representative of your estate.

Transferability. This award of Bonus Stock is not transferable by you and may not be pledged, assigned or encumbered by you in any manner. However, in the event of your death, your Bonus Stock award may be transferred by your will or by the laws of descent and distribution, and your beneficiary will receive the Bonus Stock subject to the same restrictions that are applicable to you.

Adjustment of Awards. In the event of a change in the capitalization of the Company due to a stock split, stock dividend, re-capitalization, merger, consolidation, combination, or similar event, the terms of the Bonus Stock will be adjusted by the Committee to reflect the change.

Tax Gross Up. To the extent that the payment by the Company of unrestricted shares of Common Stock to or on behalf of you in satisfaction of “earned” Bonus Stock (the “Stock Benefit”) constitutes taxable income to you (or, in the event of your death, your beneficiary) for federal and, where applicable, state income tax purposes, the Company shall make a tandem payment in cash to or on behalf of you (the “Tax Bonus”) in an amount such that the “net” benefit received, after paying all applicable federal and state income taxes, as well as excise or other taxes (assuming, for this purpose, the highest marginal income tax rates for individuals applied) on the Stock Benefit and this Tax Bonus, shall be equal to the Stock Benefit received before any such state or federal income, excise or other taxes thereon. The Tax Bonus shall be paid at the time that withholding is required with respect to the payment of the earned Bonus Stock, to the extent payment is necessary to satisfy the withholding obligation thereon and on the portion of the Tax Bonus then paid, and the remainder of the Tax Bonus shall be paid at such time or times as the Company determines to be appropriate, but not later than the April 15th following the calendar year in which Bonus Stock becomes taxable to you. The Company shall have the right to withhold from the Tax Bonus all tax amounts the Company is obligated under any law to withhold with respect to the payment of the unrestricted shares of Common Stock and the payment of the Tax Bonus.

Amendment. The Committee may amend this award and may waive, amend, or accelerate any requirement or condition to the payment of the award, but may not amend the award in a manner that would adversely affect your rights without your consent.

Awards Subject to Plan Terms. The terms of this Bonus Stock award are intended to be consistent with and subject to the terms of the Plan and shall be construed accordingly. In the event of a conflict, the terms of the Plan shall control. By signing below, you agree that this award is governed by the terms of the Plan.

This grant shall be void and of no effect unless you execute and return this Agreement within ninety (90) days of the above date. Please sign and date both copies of this document and return one copy to the Legal Department. The other copy is for your records.

Very truly yours,

J. W. Stewart

Chairman, President and

Chief Executive Officer

[Officer]

_______________________________

Date: