BJ SERVICES CO
8A12BT, 1996-06-18
OIL & GAS FIELD SERVICES, NEC
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                           -----------------------
 
                                  FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



<TABLE>
<S>                                                      <C>                <C>                 <C>
                 BJ SERVICES COMPANY                         DELAWARE             1389              63-0084140
             BJ SERVICES COMPANY, U.S.A.                     DELAWARE             1389              76-0310419
            BJ SERVICE INTERNATIONAL, INC.                   DELAWARE             1389              95-2902194
           BJ SERVICES COMPANY MIDDLE EAST                   DELAWARE             1389              76-0344390
(Exact name of Registrant as specified in its charter)   (State or other    (Primary Standard   (I.R.S. Employer
                                                          jurisdiction of      Industrial        Identification
                                                           incorporation     Classification          Number)
                                                         or organization)     Code Number)
 </TABLE>
                           -----------------------

         5500 Northwest Central Drive                 
               Houston, Texas                                        77092
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                         (ZIP CODE)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box.  [ ]

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.  [X]

      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH
        TO BE SO REGISTERED                    EACH CLASS IS TO BE REGISTERED 
        -------------------                   -------------------------------
     7% Series B Notes due 2006                    New York Stock Exchange
       (including Guarantees)               

  SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:    NONE


================================================================================


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ITEM 1.  DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED

                          The description called for by this item is set forth
         under "Description of the Notes" in the Registration Statement on Form
         S-4 (Registration No. 333-02287), as amended, filed by BJ Services
         Company, which description is incorporated herein by reference.

ITEM 2.  EXHIBITS

         3.1       Certificate of Incorporation, as amended (filed as Exhibit
                   3.1 to the Company's Form 8-K filed April 18, 1995, and
                   incorporated herein by reference).
        
         3.2       Certificate of Designation of Series Two Junior Participating
                   Preferred Stock (filed as Exhibit 3.1 to the Company's
                   Registration Statement on Form 8-A dated January 12, 1994,
                   and incorporated herein by reference).
                    
         3.3       Bylaws of the Company, as amended (filed as Exhibit 3.1 to
                   the Company's Quarterly Report on Form 10-Q (File No.
                   1-10570) for the quarter ended December 31, 1995, and
                   incorporated herein by reference).

         4.1       Indenture among BJ Services Company, BJ Services Company,
                   U.S.A., BJ Services Company Middle East, BJ Service
                   International, Inc. and Bank of Montreal Trust Company,
                   Trustee, dated as of February 1, 1996, which includes the
                   form of 7% Note due 2006 as exhibit thereto (filed as Exhibit
                   4.1 to the Registration Statement on Form S-4 (Reg. No.
                   333-02287, and incorporated herein by reference).
                    
         


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                                   SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        BJ SERVICES COMPANY



                                        By:   /s/ MARGARET B. SHANNON
                                            ------------------------------------
                                                  Margaret B. Shannon
                                                  Vice President and
                                                   General Counsel

Dated:  June 18, 1996



<PAGE>   4
                                   SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        BJ SERVICES COMPANY, U.S.A.



                                        By:   /s/ MARGARET B. SHANNON
                                            ------------------------------------
                                                  Margaret B. Shannon
                                                       Secretary

Dated:  June 18, 1996


<PAGE>   5
                                   SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        BJ SERVICE INTERNATIONAL, INC.



                                        By:   /s/ MARGARET B. SHANNON
                                            ------------------------------------
                                                  Margaret B. Shannon
                                                       Secretary

Dated:  June 18, 1996


<PAGE>   6
                                   SIGNATURE

                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        BJ SERVICES COMPANY MIDDLE EAST



                                        By:   /s/ MARGARET B. SHANNON
                                            ------------------------------------
                                                  Margaret B. Shannon
                                                       Secretary

Dated:  June 18, 1996


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