Exhibit 10.1

Amendment of BJ Services Company Directors' Benefit Plan

     On March 27, 2003, BJ Services Company amended the terms under the BJ
     Services Company Directors' Benefit Plan. The changes are retroactive to
     January 1, 2003. Sections 3.2 and 3.3 were amended to read as follows:

          "3.2. Benefit Commencement Date

          A Participant's Benefit Commencement Date shall be the first day of
     the month coincident with or next succeeding such Participant's Termination
     Date. The initial Benefit payment made to a Participant pursuant to the
     provisions of this Article III shall be made as soon as administratively
     practicable following the participant's Benefit Commencement Date, and
     subsequent Benefit payments payable to such Participant, if any, shall be
     made on the first day of each month thereafter for as long as benefits are
     payable to such Participant under this Plan.

          3.3  Benefit Amount

          Subject to the provisions of Article IV, a Participant shall be
     entitled to receive a Benefit based on his Last Annual Retainer for each of
     his years of Service completed as of his Termination Date, payable in the
     form of equal monthly cash installments during such Participant's Benefit
     Payment Period. The amount of the monthly installment shall be determined
     as follows:

          (a) In the event that the Participant's Years of Service is ten
          or fewer years, the monthly installment shall be equal to
          one-twelfth of the Last Annual Retainer.

          (b) In the event that the Participant's Years of Service exceeds
          ten years, the monthly installment shall be calculated as
          follows:

               1. First, the Net Present Value of a series of payments
               equal to the Last Annual Retainer for a period of time
               equal to the Participant's Years of Service shall be
               calculated.

               2. Second, the monthly installment shall be calculated
               so that the Net Present



                                                                    Exhibit 10.1

               Value of a series of such monthly installments paid
               over a period of ten years equals the Net Present Value
               obtained in Section 3.3(b)1, above."