Fifth Amendment To BJ Services Company 1999 Employee Stock Purchase Plan

Exhibit 10.51


FIFTH AMENDMENT TO

BJ SERVICES COMPANY

1999 EMPLOYEE STOCK PURCHASE PLAN


WHEREAS, BJ SERVICES COMPANY (the " Company" ) has heretofore adopted the BJ SERVICES COMPANY 1999 EMPLOYEE STOCK PURCHASE PLAN (the " Plan" ); and


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


NOW, THEREFORE , the Plan shall be amended as follows:

I. Effective as of October 1, 2004:

1. The fourth sentence of subparagraph 5(a) of the Plan shall be deleted and the following shall be substituted therefor:


" The number of shares subject to each option shall be the quotient of the payroll deductions authorized by each participant in accordance with subparagraph (b) extended for the option period divided by the " option price" (defined below) of the Stock on the date of grant, as defined by subparagraph 6(b), excluding all fractions; provided, however, that, prior to the commencement of any option period, the Company in its discretion may establish a maximum number of shares that may be subject to any option offered under such option period (any such maximum shall be subject to adjustment in the same manner as provided in paragraph 11 with respect to the number of shares subject to the Plan and the number and option price of shares subject to options outstanding under the Plan)."


2. The following sentence shall be added to the end of subparagraph 5(b) of the Plan:


" In addition, an eligible employee may not commence participation in an option period under the Plan unless such eligible employee has, at such time or times as may be designated by the Company, entered into such agreements and authorizations as may be prescribed by the Company pursuant to subparagraph 6(c)."


3. Subparagraph 5(h) of the Plan shall be deleted and the following shall be substituted therefor:

" (h) TAX WITHHOLDING. At the time an option under the Plan is exercised, in whole or in part, or at the time some or all of the Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company' s federal, state or other tax withholding obligations, if any, that arise upon the exercise of the option or the dispositi ...