<PAGE>   1

   As filed with the Securities and Exchange Commission on March 22, 1996
                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            DANIEL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
                 <S>                                                     <C>
                                     DELAWARE                                         74-1547355
                 (State or other jurisdiction of incorporation or        (I.R.S Employer Identification No.)
                                   organization)

                               9753 PINE LAKE DRIVE,
                                  HOUSTON, TEXAS                                        77055
                     (Address of Principal Executive Offices)                         (Zip Code)
</TABLE>
                        
                            DANIEL INDUSTRIES, INC.

                                STOCK AWARD PLAN

                                THOMAS L. SIVAK
                            DANIEL INDUSTRIES, INC.
                              9753 PINE LAKE DRIVE
                             HOUSTON, TEXAS  77055
                    (Name and address of agent for service)

                                 (713) 467-6000
         (Telephone number, including area code, of agent for service)

                         ------------------------------
                                   Copies to:
                            GREGORY J. SERGESKETTER
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                       Proposed maximum         Proposed maximum
   Title of securities         Amount to be           offering price per       aggregate offering          Amount of
    to be registered            registered                share (1)                 price (1)          registration fee
------------------------------------------------------------------------------------------------------------------------------------
   <S>                      <C>                         <C>                     <C>                            <C>
   Common Stock, $1.25
      par value (2)         100,000 shares (1)          $13.9375 (3)           $1,393,750 (4)              $480.60
====================================================================================================================================
</TABLE>
(1)   There are also registered hereby such indeterminate number of shares of
      Common Stock as may become issuable by reason of the operation of the
      anti-dilution provisions of the Plan.

(2)   Includes the preferred stock purchase rights associated with the Common
      Stock.

(3)   Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
      the registration fee and based upon the average of the high and low price
      of a share of Common Stock on the New York Stock Exchange consolidated
      reporting system on March 20, 1996, which was $13.9375.

      This Registration Statement shall become effective in accordance with the
provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.
================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

          The following documents are hereby incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995;

          (c)  The Company's Current Report on Form 8-K dated December 12,
1995;

          (d)  The description of the Common Stock set forth under the caption
"Description of Securities to be Registered" contained in the Company's
Registration Statement on Form 8-B dated May 26, 1988;

          (e)  The description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated June 1,
1990; and

          (f)  The "Description of Common Stock and Rights" contained in the
Company's Registration Statement on Form S-3 (Registration No. 33-40160).

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Named Experts and Counsel

           Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Thomas L. Sivak, an
Executive Officer of and General Counsel to the Company.

Item 6.    Indemnification of Directors and Officers

           The Company's Certificate of Incorporation contains a provision that
eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of his fiduciary duty as a
director to the extent currently allowed under the Delaware General Corporation
Law.  Except as set forth below, if a director were to breach such duty in
performing his duties as a director, neither the Company nor its stockholders
could recover monetary damages from the director, and the only course of action
available to the Company's stockholders would be equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of fiduciary duty. 
To the extent certain claims against directors are limited to equitable
remedies, the provision in the Company's Certificate of Incorporation may 
        



                                     II-1
<PAGE>   3

reduce the likelihood of derivative litigation and may discourage stockholders
or management from initiating litigation against directors for breach of their
fiduciary duty.  Additionally, equitable remedies may not be effective in many
situations.  If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy may be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed.  In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors.  Under the
Company's Certificate of Incorporation, no director of the Company will be
liable to the Company or any of its stockholders for monetary damages for breach
of fiduciary duty, except liability (i) for any breach of the duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payment of an improper dividend or improper repurchase of the Company's stock
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation further provides that, if the Delaware
General Corporation Law is amended to allow the further elimination or
limitation of the liability of directors, then the liability of the Company's
directors shall be limited or eliminated to the fullest extent permitted by the
amended Delaware General Corporation Law.
        
           Under Article IX of the Company's By-laws as currently in effect,
each person who is or was a director or officer of the Company, or who serves
or served any other enterprise or organization as such at the request of the
Company, shall be indemnified by the Company to the full extent permitted by
the Delaware General Corporation Law.

           Under such law, to the extent that such person is successful on the
merits in defense of a suit or proceeding brought against him by reason of the
fact that he is or was a director or officer of the Company, or serves or
served any other enterprise or organization as such at the request of the
Company, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such action.

           Under such law, if unsuccessful in defense of a third-party civil
suit or a criminal suit, or if such suit is settled, such a person shall be
indemnified against both (i) expenses, including attorneys' fees, and (ii)
judgments, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.

           If unsuccessful in defense of a suit brought by or in the right of
the Company, or where such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Company, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged liable to the Company unless and only to the extent the Court of
Chancery determines that, despite the adjudication of liability but in view of
all the circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses.

           Delaware corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers.  The
Company currently has in effect a directors' and officers' liability insurance
policy, which provides coverage in the amount of $10,000,000, subject to a
maximum deductible of $200,000 per loss and excludes coverage for dishonest,
fraudulent or criminal acts and situations where the officer or director gained
a personal advantage or profit.

Item 7.    Exemption from Registration Claimed

           Not applicable.




                                     II-2
<PAGE>   4

<TABLE>
Item 8.    Exhibits
           --------
  <S>      <C>   <C>
           4.1   Plan and Agreement of Merger dated as of January 22, 1988, by and between Daniel Industries, Inc., a
                 Texas corporation ("Daniel Texas"), and Daniel Industries, Inc., a Delaware corporation (the
                 "Company"), filed as Exhibit 2.1 to the Company's Registration of Securities of Certain Successor
                 Issuers on Form 8-B, and hereby incorporated by reference herein.

           4.2   Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Registration of Securities of
                 Certain Successor Issuers on Form 8-B dated May 5, 1988, and hereby incorporated by reference herein.           
                 
           4.3   By-Laws of the Company, as amended through February 2, 1995, filed as Exhibit 3.2 to the Company's Annual Report on
                 Form 10-K for the year ended September 30, 1995 and hereby incorporated by reference herein.                      
        
           4.4   Certificate of Designation, Powers, Preferences and Rights of Series A Junior Participating Preferred
                 Stock filed as Exhibit 3.3 in the Company's Amendment to Application or Report on Form 8 amending the
                 Company's Annual Report on Form 10-K for the year ended September 30, 1990, and hereby incorporated by
                 reference herein.

           4.5   Note Purchase Agreement dated as of December 5, 1988, between the Company and The Variable Annuity Life Insurance 
                 Company, The Mutual Benefit Life Insurance Company, MONY Life Insurance Company of America and MONY Legacy Life    
                 Insurance Company (including the form of the Company's Senior Notes in the aggregate in the principal amount of    
                 $20,000,000) filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended September 30,     
                 1988, and hereby incorporated by reference herein.                                                                 
                                                                                                                                   
        
           4.6   Rights Agreement dated as of May 31, 1990, between the Company and Wachovia Bank and Trust Company, N.A., as 
                 Rights Agent, filed as Exhibit 1 to the Company's Registration of Certain Classes of Securities on Form 8-A filed 
                 June 5, 1990, and hereby incorporated by reference herein.                                           
        
           4.7   Daniel Industries, Inc. Stock Award Plan .

           5.1   Opinion of Thomas L. Sivak.

           23.1  Consent of Thomas L. Sivak (included in Exhibit 5.1).

           23.2  Consent of Price Waterhouse LLP.
 
           24.1  Power of Attorney (contained on page II-5 hereof).
</TABLE>

Item 9.    Undertakings

           The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;




                                     II-3
<PAGE>   5

           (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

           (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

           The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.





                                      II-4
<PAGE>   6
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on March 18, 1996.



                                 DANIEL INDUSTRIES, INC.
                                 (Registrant)



                                 By:       /s/   Michael R. Yellin
                                     -------------------------------------------
                                                (Michael R. Yellin)
                                       Vice President, Secretary and Treasurer


                               POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. A. Griffin, III and Michael R. Yellin, and
each of them, either one of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                   Name                                    Title                         Date         
 -----------------------------------------         ---------------------            ----------------
        <S>                                        <C>                               <C>
        /s/ Richard L. O'Shields                          Director                   March 6, 1996
 -----------------------------------------                                                       
            (Richard L. O'Shields)

          /s/ W. A. Griffin, III                   Director, President and           March 6, 1996
 -----------------------------------------         Chief Executive Officer                       
             (W. A. Griffin, III)
</TABLE>



                                     II-5
<PAGE>   7

<TABLE>
          <S>                                   <C>                                     <C>
                                                 
        /s/ Henry G. Schopfer, III                 Vice President-Finance               March 6, 1996
 -----------------------------------------      (Principal Financial Officer)
           (Henry G. Schopfer, III)

           /s/ Mary Beshears                              Controller                    March 6, 1996
 -----------------------------------------                                                            
              (Mary Beshears)

        /s/ Ralph H. Clemons, Jr.                          Director                     March 6, 1996
 -----------------------------------------                                                            
           (Ralph H. Clemons, Jr.)

           /s/ Gibson Gayle, Jr.                           Director                     March 6, 1996
 -----------------------------------------                                                           
              (Gibson Gayle, Jr.)

          /s/ Ronald C. Lassiter                       Chairman of the                  March 6, 1996
 -----------------------------------------            Board of Directors                               
             (Ronald C. Lassiter)

          /s/ Leo E. Linbeck, Jr.                          Director                     March 6, 1996
 -----------------------------------------                                                            
             (Leo E. Linbeck, Jr.)

             /s/ Ralph F. Cox                              Director                     March 6, 1996
 -----------------------------------------                                                            
                (Ralph F. Cox)

             /s/ W. A. Griffin                             Director                     March 6, 1996
 -----------------------------------------                                                            
                (W. A. Griffin)

            /s/ Brian E. O'Neill                           Director                     March 6, 1996
 -----------------------------------------                                                            
               (Brian E. O'Neill)
</TABLE>




                                     II-6
<PAGE>   8
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                                           Description
------                                           -----------
   <S>              <C>
    4.7             Daniel Industries, Inc. Stock Award Plan

    5.1             Opinion of  Thomas L. Sivak, General Counsel to the Company

   23.1             Consent of Price Waterhouse LLP

   23.2             Consent of  Thomas L. Sivak, General Counsel to the Company
                    (contained in Exhibit 5.1)

   24.1             Power of Attorney (contained on page II-5 hereof)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "DANIEL INDUSTRIES, INC. - STOCK AWARD PLAN", "secsgml_size_bytes": 23125}]
{"company-data": {"conformed-name": "DANIEL INDUSTRIES INC", "cik": "0000026821", "assigned-sic": "3823", "irs-number": "741547355", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01907", "film-number": "96537620"}, "business-address": {"street1": "9753 PINE LAKE DR", "city": "HOUSTON", "state": "TX", "zip": "77055", "phone": "7134676000"}, "mail-address": {"street1": "9753 PINE LAKE DRIVE", "city": "HOUSTON", "state": "TX", "zip": "77055"}}
1

   As filed with the Securities and Exchange Commission on March 22, 1996
                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            DANIEL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                         74-1547355
                 (State or other jurisdiction of incorporation or        (I.R.S Employer Identification No.)
                                   organization)

                               9753 PINE LAKE DRIVE,
                                  HOUSTON, TEXAS                                        77055
                     (Address of Principal Executive Offices)                         (Zip Code)
DANIEL INDUSTRIES, INC.

                                STOCK AWARD PLAN

                                THOMAS L. SIVAK
                            DANIEL INDUSTRIES, INC.
                              9753 PINE LAKE DRIVE
                             HOUSTON, TEXAS  77055
                    (Name and address of agent for service)

                                 (713) 467-6000
         (Telephone number, including area code, of agent for service)

                         ------------------------------
                                   Copies to:
                            GREGORY J. SERGESKETTER
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151

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

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                       Proposed maximum         Proposed maximum
   Title of securities         Amount to be           offering price per       aggregate offering          Amount of
    to be registered            registered                share (1)                 price (1)          registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.25
      par value (2)         100,000 shares (1)          $13.9375 (3)           $1,393,750 (4)              $480.60
====================================================================================================================================
(1)   There are also registered hereby such indeterminate number of shares of
      Common Stock as may become issuable by reason of the operation of the
      anti-dilution provisions of the Plan.

(2)   Includes the preferred stock purchase rights associated with the Common
      Stock.

(3)   Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
      the registration fee and based upon the average of the high and low price
      of a share of Common Stock on the New York Stock Exchange consolidated
      reporting system on March 20, 1996, which was $13.9375.

      This Registration Statement shall become effective in accordance with the
provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.
================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents are hereby incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1995;

          (c)  The Company's Current Report on Form 8-K dated December 12,
1995;

          (d)  The description of the Common Stock set forth under the caption
"Description of Securities to be Registered" contained in the Company's
Registration Statement on Form 8-B dated May 26, 1988;

          (e)  The description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated June 1,
1990; and

          (f)  The "Description of Common Stock and Rights" contained in the
Company's Registration Statement on Form S-3 (Registration No. 33-40160).

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.    Description of Securities

           Not applicable.

Item 5.    Interests of Named Experts and Counsel

           Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by Thomas L. Sivak, an
Executive Officer of and General Counsel to the Company.

Item 6.    Indemnification of Directors and Officers

           The Company's Certificate of Incorporation contains a provision that
eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of his fiduciary duty as a
director to the extent currently allowed under the Delaware General Corporation
Law.  Except as set forth below, if a director were to breach such duty in
performing his duties as a director, neither the Company nor its stockholders
could recover monetary damages from the director, and the only course of action
available to the Company's stockholders would be equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of fiduciary duty. 
To the extent certain claims against directors are limited to equitable
remedies, the provision in the Company's Certificate of Incorporation may 
        

                                     II-1
3

reduce the likelihood of derivative litigation and may discourage stockholders
or management from initiating litigation against directors for breach of their
fiduciary duty.  Additionally, equitable remedies may not be effective in many
situations.  If a stockholder's only remedy is to enjoin the completion of the
Board of Directors' action, this remedy may be ineffective if the stockholder
does not become aware of a transaction or event until after it has been
completed.  In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors.  Under the
Company's Certificate of Incorporation, no director of the Company will be
liable to the Company or any of its stockholders for monetary damages for breach
of fiduciary duty, except liability (i) for any breach of the duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payment of an improper dividend or improper repurchase of the Company's stock
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Certificate of Incorporation further provides that, if the Delaware
General Corporation Law is amended to allow the further elimination or
limitation of the liability of directors, then the liability of the Company's
directors shall be limited or eliminated to the fullest extent permitted by the
amended Delaware General Corporation Law.
        
           Under Article IX of the Company's By-laws as currently in effect,
each person who is or was a director or officer of the Company, or who serves
or served any other enterprise or organization as such at the request of the
Company, shall be indemnified by the Company to the full extent permitted by
the Delaware General Corporation Law.

           Under such law, to the extent that such person is successful on the
merits in defense of a suit or proceeding brought against him by reason of the
fact that he is or was a director or officer of the Company, or serves or
served any other enterprise or organization as such at the request of the
Company, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection with such action.

           Under such law, if unsuccessful in defense of a third-party civil
suit or a criminal suit, or if such suit is settled, such a person shall be
indemnified against both (i) expenses, including attorneys' fees, and (ii)
judgments, fines and amounts paid in settlement if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.

           If unsuccessful in defense of a suit brought by or in the right of
the Company, or where such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Company, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged liable to the Company unless and only to the extent the Court of
Chancery determines that, despite the adjudication of liability but in view of
all the circumstances, such person is fairly and reasonably entitled to
indemnity for such expenses.

           Delaware corporations also are authorized to obtain insurance to
protect officers and directors from certain liabilities, including liabilities
against which the corporation cannot indemnify its directors and officers.  The
Company currently has in effect a directors' and officers' liability insurance
policy, which provides coverage in the amount of $10,000,000, subject to a
maximum deductible of $200,000 per loss and excludes coverage for dishonest,
fraudulent or criminal acts and situations where the officer or director gained
a personal advantage or profit.

Item 7.    Exemption from Registration Claimed

           Not applicable.

                                     II-2
4

Item 8.    Exhibits
           --------
4.1   Plan and Agreement of Merger dated as of January 22, 1988, by and between Daniel Industries, Inc., a
                 Texas corporation ("Daniel Texas"), and Daniel Industries, Inc., a Delaware corporation (the
                 "Company"), filed as Exhibit 2.1 to the Company's Registration of Securities of Certain Successor
                 Issuers on Form 8-B, and hereby incorporated by reference herein.

           4.2   Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Registration of Securities of
                 Certain Successor Issuers on Form 8-B dated May 5, 1988, and hereby incorporated by reference herein.           
                 
           4.3   By-Laws of the Company, as amended through February 2, 1995, filed as Exhibit 3.2 to the Company's Annual Report on
                 Form 10-K for the year ended September 30, 1995 and hereby incorporated by reference herein.                      
        
           4.4   Certificate of Designation, Powers, Preferences and Rights of Series A Junior Participating Preferred
                 Stock filed as Exhibit 3.3 in the Company's Amendment to Application or Report on Form 8 amending the
                 Company's Annual Report on Form 10-K for the year ended September 30, 1990, and hereby incorporated by
                 reference herein.

           4.5   Note Purchase Agreement dated as of December 5, 1988, between the Company and The Variable Annuity Life Insurance 
                 Company, The Mutual Benefit Life Insurance Company, MONY Life Insurance Company of America and MONY Legacy Life    
                 Insurance Company (including the form of the Company's Senior Notes in the aggregate in the principal amount of    
                 $20,000,000) filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for the year ended September 30,     
                 1988, and hereby incorporated by reference herein.                                                                 
                                                                                                                                   
        
           4.6   Rights Agreement dated as of May 31, 1990, between the Company and Wachovia Bank and Trust Company, N.A., as 
                 Rights Agent, filed as Exhibit 1 to the Company's Registration of Certain Classes of Securities on Form 8-A filed 
                 June 5, 1990, and hereby incorporated by reference herein.                                           
        
           4.7   Daniel Industries, Inc. Stock Award Plan .

           5.1   Opinion of Thomas L. Sivak.

           23.1  Consent of Thomas L. Sivak (included in Exhibit 5.1).

           23.2  Consent of Price Waterhouse LLP.
 
           24.1  Power of Attorney (contained on page II-5 hereof).
Item 9.    Undertakings

           The undersigned registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

                                     II-3
5

           (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

           (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

           The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by 
the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4
6
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on March 18, 1996.

                                 DANIEL INDUSTRIES, INC.
                                 (Registrant)

                                 By:       /s/   Michael R. Yellin
                                     -------------------------------------------
                                                (Michael R. Yellin)
                                       Vice President, Secretary and Treasurer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. A. Griffin, III and Michael R. Yellin, and
each of them, either one of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                    Title                         Date         
 -----------------------------------------         ---------------------            ----------------
/s/ Richard L. O'Shields                          Director                   March 6, 1996
 -----------------------------------------                                                       
            (Richard L. O'Shields)

          /s/ W. A. Griffin, III                   Director, President and           March 6, 1996
 -----------------------------------------         Chief Executive Officer                       
             (W. A. Griffin, III)
II-5
7
/s/ Henry G. Schopfer, III                 Vice President-Finance               March 6, 1996
 -----------------------------------------      (Principal Financial Officer)
           (Henry G. Schopfer, III)

           /s/ Mary Beshears                              Controller                    March 6, 1996
 -----------------------------------------                                                            
              (Mary Beshears)

        /s/ Ralph H. Clemons, Jr.                          Director                     March 6, 1996
 -----------------------------------------                                                            
           (Ralph H. Clemons, Jr.)

           /s/ Gibson Gayle, Jr.                           Director                     March 6, 1996
 -----------------------------------------                                                           
              (Gibson Gayle, Jr.)

          /s/ Ronald C. Lassiter                       Chairman of the                  March 6, 1996
 -----------------------------------------            Board of Directors                               
             (Ronald C. Lassiter)

          /s/ Leo E. Linbeck, Jr.                          Director                     March 6, 1996
 -----------------------------------------                                                            
             (Leo E. Linbeck, Jr.)

             /s/ Ralph F. Cox                              Director                     March 6, 1996
 -----------------------------------------                                                            
                (Ralph F. Cox)

             /s/ W. A. Griffin                             Director                     March 6, 1996
 -----------------------------------------                                                            
                (W. A. Griffin)

            /s/ Brian E. O'Neill                           Director                     March 6, 1996
 -----------------------------------------                                                            
               (Brian E. O'Neill)
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                               INDEX TO EXHIBITS
Exhibit
Number                                           Description
------                                           -----------
4.7             Daniel Industries, Inc. Stock Award Plan

    5.1             Opinion of  Thomas L. Sivak, General Counsel to the Company

   23.1             Consent of Price Waterhouse LLP

   23.2             Consent of  Thomas L. Sivak, General Counsel to the Company
                    (contained in Exhibit 5.1)

   24.1             Power of Attorney (contained on page II-5 hereof)