CERTIFICATE OF INCORPORATION

OF

                               KNAK CO.

 

         FIRST:    The name of the Corporation is:

 

                          KNAK CO.

 

         SECOND:    The address of its registered office in the State of

Delaware is the Corporation Trust Center, 1209 Orange Street in the City of

Wilmington, County of New Castle.  The name of its registered agent at such

address is The Corporation Trust Company.

 

         THIRD:    The nature of the business or purposes to be conducted or

promoted is to engage in any lawful act or activity for which corporations may

be organized under the General Corporation Law of the State of Delaware.

 

         FOURTH:    The total number of shares of stock which the Corporation

shall have the authority to issue is 45,000,000 shares of capital stock

consisting of 5,000,000 shares of preferred stock, par value $1.00 per share

(the "Preferred Stock"), and 40,000,000 shares of common stock, par value $.10

per share (the "Common Stock").

 

         The designations, powers, preferences and relative, participating,

optional or other special rights and qualifications, limitations or

restrictions of the Preferred Stock shall be established by resolution of the

Board of Directors pursuant to Section 151 of the General Corporation Law of

the State of Delaware.

 

         FIFTH:    The name and mailing address of the incorporator is:

 

                 Name                                  Mailing Address

                 ----                                  ---------------

         Karen M. Nakfoor                        Fulbright & Jaworski

                                                 1301 McKinney, Suite 5100

                                                 Houston, Texas 77010-3095

 

         SIXTH:    The Corporation is to have perpetual existence.

 

         SEVENTH: In furtherance and not in limitation of the powers conferred

by statute, the Board of Directors is expressly authorized to make, alter or

repeal the bylaws of the Corporation.

 

         EIGHTH:    Election of directors need not be by written ballot unless

the bylaws of the Corporation shall so provide.

 

         NINTH:    The bylaws of the Corporation shall not be made, repealed,

altered, amended or rescinded by the stockholders of the Corporation except by

the vote of the holders of not less than 75% of the total voting power of all

shares of stock of the Corporation entitled to vote in the election of

directors, considered for purposes of this Article NINTH as one class.

 

         TENTH:    No action shall be taken by the stockholders except at an

annual or special meeting of stockholders and stockholders may not act by

written consent.

 

         ELEVENTH:    Special meetings of the stockholders of the Corporation

for any purpose or purposes may be called at any time by the Board of

Directors, or by a committee of the Board of Directors which has been duly

designated by the Board of Directors and whose powers and authority, as

provided in a resolution of the Board of Directors or in the bylaws of the

Corporation, include the power to call such meetings.  Special meetings of

stockholders of the Corporation may not be called by any other person or

persons.

 

         TWELFTH:    No director of this Corporation shall be personally liable

to the Corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director, except for liability (i) for any breach of the

director's duty of loyalty to the Corporation or its stockholders, (ii) for

acts or omissions not in good faith or which involve intentional misconduct or

a knowing violation of the law, (iii) under Section 174 of the General

Corporation Law of the State of Delaware, or (iv) for any transaction from

which the director derived an improper personal benefit.

 

         If the General Corporation Law of the State of Delaware is hereafter

amended to authorize corporate action further limiting or eliminating the

personal liability of directors, then the liability of the director to the

Corporation shall be limited or eliminated to the full extent permitted by the

General Corporation Law of the State of Delaware, as so amended from time to

time.  Any repeal or modification of this Article shall be prospective only,

and shall not adversely affect any limitation on the personal liability of a

director of the Corporation existing at the time of such repeal or

modification.

 

         THIRTEENTH: The names and mailing addresses of the persons who are to

serve as the directors of the Corporation until the first annual meeting of the

stockholders or until their respective successors are elected and qualified

are:

 

                 Name                              Address

                 ----                              -------

         J. W. Stewart                         5500 N.W. Central Drive

                                               Houston, Texas  77210-4442

 

         Michael McShane                       5500 N.W. Central Drive

                                               Houston, Texas  77210-4442

 

         James D. Woods                        3900 Essex Lane

                                               Houston, Texas 77026

 

         Thomas W. Cason                       3900 Essex Lane

                                               Houston, Texas 77026

 

         The Board of Directors shall be divided into three classes, Class I,

Class II and Class III.  The number of directors in each class shall be the

whole number contained in the quotient arrived at by dividing the authorized

number of directors by three, and if a fraction is also contained in such

quotient then if such fraction is one-third (1/3) the extra director shall be a

member of Class III and if the fraction is two-thirds (2/3) one of the extra

directors shall be a member of Class III and the other shall be a member of

Class II.  After division of the Board of Directors into classes, each director

shall serve for a term ending on the date of the third annual meeting following

the annual meeting at which such director was elected; provided, however, that

the initial directors appointed to Class I shall serve for a term ending on the

date of the first annual meeting next following September 30, 1990, the initial

directors appointed to Class II shall serve for a term ending on the date of

the second annual meeting next following September 30, 1990, and the initial

directors appointed to Class III shall serve for a term ending on the date of

the third annual meeting next following September 30, 1990.

 

         The number of directors shall be fixed from time to time by the bylaws

of the Corporation or an amendment thereof duly adopted by the Board of

Directors or by the stockholders acting in accordance with Article NINTH

herein.  In the event of any increase or decrease in the authorized number of

directors, (a) each director then serving as such shall nevertheless continue

as a director of the class of which he is a member until the expiration of his

current term, or his prior death, retirement, resignation or removal, and (b)

the newly created or eliminated directorships resulting from such increase or

decrease shall be apportioned by the Board of Directors to such class or

classes as shall, so far as possible, bring the number of directors in the

respective classes into conformity with the formula in this Article, as applied

to the new authorized number of directors.

 

         Notwithstanding any of the foregoing provisions of this Article, each

director shall serve until his successor is elected and qualified or until his

death, retirement, resignation or removal.  No director may be removed during

his term except for cause.

 

         FOURTEENTH: The affirmative vote of the holders of not less than 75%

of the outstanding shares of "Voting Stock" (as hereinafter defined) of the

Corporation, including the affirmative vote of the holders of not less than 66

2/3% of the outstanding shares of Voting Stock not owned, directly or

indirectly, by any "Related Person" (as hereinafter defined), shall be required

for the approval or authorization of any "Business Combination" (as hereinafter

defined) of the Corporation with any Related Person; provided, however, that

the 66 2/3% voting requirement referred to above shall not be applicable if the

Business Combination is approved by the affirmative vote of the holders of not

less than 90% of the outstanding shares of Voting Stock; and further provided

that the 75% voting requirement shall not be applicable if:

         (1)    The Board of Directors of the Corporation by a vote of not less

than 75% of the directors then holding office (a) have expressly approved in

advance the acquisition of outstanding shares of Voting Stock of the

Corporation that caused the Related Person to become a Related Person or (b)

have approved the Business Combination prior to the Related Person involved in

the Business Combination having become a Related Person;

 

         (2)    The Business Combination is solely between the Corporation and

another corporation, 100% of the Voting Stock of which is owned directly or

indirectly by the Corporation; or

 

         (3)    All of the following conditions have been met: (a) the Business

Combination is a merger or consolidation, the consummation of which is proposed

to take place within one year of the date of the transaction pursuant to which

such person became a Related Person and the cash or fair market value of the

property, securities or other consideration to be received per share by holders

of Common Stock of the Corporation in the Business Combination is not less than

the highest per share price (with appropriate adjustments for recapitalizations

and for stock splits, reverse stock splits and stock dividends) paid by the

Related Person in acquiring any of its holdings of the Corporation's Common

Stock; (b) the consideration to be received by such holders is either cash or,

if the Related Person shall have acquired the majority of its holdings of the

Corporation's Common Stock for a form of consideration other than cash, in the

same form of consideration as the Related Person acquired such majority; (c)

after such Related Person has become a Related Person and prior to the

consummation of such Business Combination: (i) except as approved by a majority

of the "Continuing Directors" (as hereinafter defined), there shall have been

no failure to declare and pay at the regular date therefor any full quarterly

dividends (whether or not cumulative) on any outstanding Shares of Preferred

Stock of the Corporation, (ii) there shall have been no reduction in the annual

rate of dividends paid per share on the Corporation's Common Stock (adjusted as

appropriate for recapitalizations and for stock splits, reverse stock splits

and stock dividends) except as approved by a majority of the Continuing

Directors, (iii) such Related Person shall not have become the "Beneficial

Owner" (as hereinafter defined) of any additional shares of Voting Stock of the

Corporation except as part of the transaction which resulted in such Related

Person becoming a Related Person, and (iv) such Related Person shall not have

received the benefit, directly or indirectly (except proportionately as a

stockholder), of any loans, advances, guarantees, pledges or other financial

assistance or any tax credits or other tax advantages provided by the

Corporation, whether in anticipation of or in connection with such Business

Combination or otherwise; and (d) a proxy statement, responsive to the

requirements of the Securities Exchange Act of 1934, as amended ("Exchange

Act") and the rules and regulations thereunder (or any subsequent provisions

replacing the Exchange Act, rules or regulations), shall be mailed to all

stockholders of record at least 30 days prior to the consummation of the

Business Combination for the purpose of soliciting stockholder approval of the

Business Combination and shall contain at the front thereof, in a prominent

place, any recommendations as to the advisability (or inadvisability) of the

Business Combination which the Continuing Directors, or any of them, may choose

to state and, if deemed advisable by a majority of the Continuing Directors, an

opinion of a reputable investment banking firm as to the fairness (or

unfairness) of the terms of such Business Combination from the point of view of

the remaining stockholders of the Corporation (such investment banking firm

to be selected by a majority of the Continuing Directors and to be paid a reasonable

fee for its services by the Corporation upon receipt of such opinion).

 

For the purposes of this Article:

 

         (i)    The term "Business Combination" shall mean (a) any merger or

consolidation of the Corporation or a subsidiary with or into a Related Person,

(b) any sale, lease, exchange, transfer or other disposition, including without

limitation a mortgage or any other security device, of all or any "Substantial

Part" (as hereinafter defined) of the assets either of the Corporation

(including, without limitation, any voting securities of a subsidiary) or of a

subsidiary to a Related Person (other than a distribution by the Corporation or

a subsidiary to the Related Person of assets in connection with a pro rata

distribution by the Corporation to all stockholders), (c) any merger or

consolidation of a Related Person with or into the Corporation or a subsidiary

of the Corporation, (d) any sale, lease, exchange, transfer or other

disposition of all or any Substantial Part of the assets of a Related Person to

the Corporation or a subsidiary of the Corporation, (e) the issuance of any

securities (other than by way of pro rata distribution to all stockholders) of

the Corporation or a subsidiary of the Corporation to a Related Person, (f) the

acquisition by the Corporation or a subsidiary of the Corporation of any

securities of a Related Person, (g) any recapitalization that would have the

effect of increasing the voting power of a Related Person, (h) any series or

combination of transactions having the same effect, directly or indirectly, as

any of the foregoing and (i) any agreement, contract or arrangement providing

for any of the transactions described in this definition of Business

Combination.

 

         (ii)    The term "Continuing Director" shall mean any member of the

Board of Directors of the Corporation who is not affiliated with a Related

Person and who was a member of the Board of Directors immediately prior to the

time that the Related Person became a Related Person, and any successor to a

Continuing Director who is not affiliated with the Related Person and is

recommended to succeed a Continuing Director by a majority of Continuing

Directors then serving as members of the Board of Directors of the Corporation.

 

         (iii)    The term "Related Person" shall mean and include any

individual, corporation, partnership or other person or entity which, together

with its "Affiliates" and "Associates" (as defined on July 1, 1990 in Rule

12b-2 under the Exchange Act), is the "Beneficial Owner" (as defined on July 1,

1990 in Rule 13d-3 under the Exchange Act) in the aggregate of 10% or more of

the outstanding Voting Stock of the Corporation, and any Affiliate or Associate

of any such individual, corporation, partnership or other person or entity.

 

         (iv)    The term "Substantial Part" shall mean more than 10% of the

book value of the total assets of the Corporation in question as of the end of

its most recent fiscal year ending prior to the time the determination is being

made.

 

         (v)    Without limitation, any shares of Common Stock of the

Corporation that any person has the right to acquire pursuant to any agreement,

or upon exercise of conversion rights, warrants or options, or otherwise, shall

be deemed beneficially owned by such person.

 

         (vi)    For the purposes of subparagraph (3) of this Article, the term

"other consideration to be received" shall include, without limitation, Common

Stock of the Corporation retained by its existing public stockholders in the

event of a Business Combination in which the Corporation is the surviving

corporation.

 

         (vii)    The term "Voting Stock" shall mean all outstanding shares of

capital stock of the Corporation or another corporation entitled to vote

generally in the election of directors and each reference to a proportion of

shares of Voting Stock shall refer to such proportion of the votes entitled to

be cast by such shares.

 

         FIFTEENTH:    The provisions set forth in this Article FIFTEENTH and

in Articles NINTH (dealing with the alteration of Bylaws by stockholders),

TENTH (dealing with the prohibition against stockholder action without

meetings), TWELFTH (dealing with liability of directors), THIRTEENTH (dealing

with the classification and number of directors) and FOURTEENTH (dealing with

the 75% vote of stockholders required for certain Business Combinations) herein

may not be repealed or amended in any respect, and no Article imposing

cumulative voting in the election of directors may be added, unless such action

is approved by the affirmative vote of not less than 75% of the total voting

power of all shares of stock of the Corporation entitled to vote in the

election of directors, considered for purposes of this Article FIFTEENTH as one

class.  Amendment to the provisions set forth in this Article FIFTEENTH and in

Article FOURTEENTH shall also require the affirmative vote of 66 2/3% of such

total voting power excluding the vote of shares owned by a "Related Person" (as

defined in Article FOURTEENTH).  The voting requirements contained in Article

NINTH, Article FOURTEENTH and this Article FIFTEENTH herein shall be in

addition to the voting requirements imposed by law, other provisions of this

Certificate of Incorporation or any Certificate of Designation of Preferences

in favor of certain classes or series of classes of shares of the Corporation.

 

         SIXTEENTH:    The Corporation reserves the right to amend, alter,

change or repeal any provisions contained in this Certificate of Incorporation,

in the manner now or hereafter prescribed by statute, and all rights conferred

upon stockholders herein are granted subject to this reservation.

Notwithstanding the foregoing, the provisions set forth in Articles NINTH,

TENTH, TWELFTH, THIRTEENTH, FOURTEENTH and FIFTEENTH may not be repealed or

amended in any respect unless such repeal or amendment is approved as specified

in Article FIFTEENTH herein.

 

         THE UNDERSIGNED, being the incorporator hereinbefore named, for the

purpose of forming a corporation pursuant to the General Corporation Law of the

State of Delaware, does make this Certificate, hereby declaring and certifying

that this is my act and deed and the facts herein stated are true, and

accordingly have hereunto set my hand this 12th day of July, 1990.

 

                                                 /s/ Karen M. Nakfoor          

                                                 -------------------- 

                                                   Karen M. Nakfoor

 

 

 

 

 

 

CERTIFICATE OF MERGER

 

         Pursuant to the provisions of Section 251 of the General Corporation

Law of the State of Delaware, the undersigned certifies as follows:

 

         1.    The names and states of incorporation of each of the constituent

corporations are as follows:

 

 

               Name of Corporation                     State of Incorporation

               -------------------                     --------------------

                     KNAK CO.                                Delaware

               BJ Services Company                           Delaware

 

         2.    A Plan and Agreement of Merger dated July 13, 1990, between KNAK

CO. and BJ Services Company (the "Plan and Agreement of Merger"), has been

approved, adopted, certified, executed and acknowledged by each of the

constituent corporations, in accordance with Section 251 of the General

Corporation Law of the State of Delaware.

 

         3.    The name of the surviving corporation is KNAK CO.

 

         4.    At the effective time of the merger, Article FIRST of the

Certificate of Incorporation of KNAK CO. shall be amended to read in its

entirety as follows:

 

                     "The name of the Corporation is:

 

                     BJ SERVICES COMPANY."

 

         5.    The executed Plan and Agreement of Merger is on file at the

principal place of business of the surviving corporation at the following

address:  5500 N.W. Central Drive, Houston, Texas 77210-4442.

 

         6.    A copy of the Plan and Agreement of Merger will be furnished

by the surviving corporation, on request and without cost, to any stockholder

of KNAK CO. or BJ Services Company.

 

         Dated as of July 13, 1990.

 

 

                                          KNAK CO.

 

                                          By:    /s/ George E. Cash

                                             ------------------------------

                                             George E. Cash, Vice President

 

ATTEST:

 

/s/ Matthew D. Fitzgerald

- ---------------------------------

   Matthew D. Fitzgerald,

         Secretary