Second Amendment To 1999 Employee Stock Purchase Plan

Exhibit 10.40


From minutes of a meeting of the Board of Directors of


BJ Services Company held on March 22, 2001


Amendment of 1999 Employee Stock Purchase Plan to Reflect Stock Dividend


WHEREAS, the Board of Directors of the Company has previously reserved 3,000,000 shares of Common Stock for issuance pursuant to awards granted or to be granted under the BJ Services Company 1999 Employee Stock Purchase Plan (the " Stock Purchase Plan" ); and

WHEREAS, the Stock Purchase Plan provides for the adjustment of the number of shares subject to such plan in certain events, including events such as the Stock Dividend;


NOW THEREFORE BE IT RESOLVED, that, effective as of the Stock Dividend Record Date, the Board of Directors of the Company a ...