Form of Letter Agreement (phantom Stock Awarded To Executive Officers)

Exhibit 10.66

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Re: Phantom 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 Phantom Stock pursuant to the BJ Services Company 2003 Incentive Plan (the " Plan" ). The terms defined in the Plan are used in this Agreement with the same meaning.

Each share of Phantom Stock represents the right to receive one share of the Company' s Common Stock, at the end of the deferral period specified below. The shares of Phantom 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 Phantom Stock, including, but not limited to, the right to vote shares or receive dividends.

Deferral Period . Subject to the vesting restrictions and provisions described below, one-third ( 1 / 3 ) of your Phantom Stock shares will mature and become payable to you as of November 15, 2007. An additional one-third ( 1 / 3 ) will be payable on November 15, 2008 and the remaining ( 1 / 3 ) will be payable on November 17, 2009. However, all deferral periods shall end and payment for the Phantom Stock will 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 the end of the deferral period.

Vesting . Subject to the Committee' s right to reduce the number of shares of Phantom Stock that will vest at any given time, the Phantom Stock granted hereby shall only vest, including following termination by reason of death, Disability or Retirement, if the Company shall have earned a profit, exclusive of asset write downs, for the full fiscal year immediately preceding the date on which a portion of the Phantom Stock gra ...