<PAGE>   1
     As filed with the Securities and Exchange Commission on August 10, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            BAKER HUGHES INCORPORATED
             (Exact name of registrant as specified in its charter)

               DELAWARE                               72-0207995
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

           3900 ESSEX LANE                            77027-5177
           HOUSTON, TEXAS                             (Zip Code)
(Address of Principal Executive Offices)

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

 WESTERN ATLAS OPTIONS UNDER THE WESTERN ATLAS INC. 1993 STOCK INCENTIVE PLAN,
 THE WESTERN ATLAS INC. DIRECTOR STOCK OPTION PLAN, THE NORAND CORPORATION 1989
   STOCK OPTION PLAN AND THE NORAND CORPORATION LONG-TERM PERFORMANCE PROGRAM
    TO BE ASSUMED BY BAKER HUGHES INCORPORATED PURSUANT TO THE AGREEMENT AND
  PLAN OF MERGER DATED AS OF MAY 10, 1998, AS AMENDED BY AN AMENDMENT THERETO
    DATED AS OF JULY 22, 1998, AMONG BAKER HUGHES INCORPORATED, BAKER HUGHES
                    DELAWARE I, INC. AND WESTERN ATLAS INC.
                            (Full title of the plan)

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

                             LAWRENCE O'DONNELL, III
                       VICE PRESIDENT AND GENERAL COUNSEL
                            BAKER HUGHES INCORPORATED
                                 3900 ESSEX LANE
                            HOUSTON, TEXAS 77027-5177
                     (Name and address of agent for service)

                                 (713) 439-8600
          (Telephone number, including area code, of agent for service)

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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                             AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED       REGISTERED(1)(2)        SHARE (2)             PRICE (2)        REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                    <C>                  <C>
Common Stock, par value $1.00 per share        11,245,028           $21.65625            $243,525,138            $71,840
============================================================================================================================
</TABLE>

(1)  Plus such additional indeterminable number of shares that may be issuable
     upon the exercise of Western Atlas Options (as defined herein) under the
     terms of the respective plans.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
     on the average of the high and low prices reported on the New York Stock
     Exchange on August 5, 1998.



<PAGE>   2



                             INTRODUCTORY STATEMENT

     Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes"), is
filing this Registration Statement on Form S-8 relating to (i) Western Atlas
Options (as defined below) to be assumed by Baker Hughes pursuant to the
Agreement and Plan of Merger dated as of May 10, 1998, as amended by an
Amendment thereto dated as of July 22, 1998 (as amended, the "Merger
Agreement"), among Baker Hughes, Baker Hughes Delaware I, Inc., a Delaware
corporation and wholly owned subsidiary of Baker Hughes ("Merger Sub"), and
Western Atlas Inc., a Delaware corporation ("Western Atlas"), and (ii) Baker
Hughes' Common Stock, par value $1.00 per share ("Baker Hughes Common Stock"),
issuable upon exercise of such options or rights.

     The Merger Agreement provides for the merger of Merger Sub with and into
Western Atlas, with Western Atlas surviving as a wholly owned subsidiary of
Baker Hughes (the "Merger"). In the Merger, (a) each outstanding share of common
stock, par value $1.00 per share, of Western Atlas is to be converted into the
right to receive 2.7 shares of Baker Hughes Common Stock, and (b) all options
(the "Western Atlas Options") outstanding at the effective time of the Merger
under the Western Atlas Inc. 1993 Stock Incentive Plan, the Western Atlas Inc.
Director Stock Option Plan, the Norand Corporation 1989 Stock Option Plan and
the Norand Corporation Long-Term Performance Program are to be assumed by Baker
Hughes in accordance with Section 4.2(e) of the Merger Agreement. Pursuant to
Section 5(k) of the Western Atlas Inc. 1993 Stock Incentive Plan, Baker Hughes
may issue shares of Baker Hughes Common Stock in exchange for rights or options
under such plan.

     This Registration Statement relates only to the Western Atlas Options to be
assumed by Baker Hughes and Baker Hughes Common Stock issuable upon exercise
of such options or rights.



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s) containing the plan information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Baker Hughes shall maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the Registrant
shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.


<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents, which Baker Hughes has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 1-9397), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:

              (1) Baker Hughes' Annual Report on Form 10-K for the fiscal year
     ended September 30, 1997;

              (2) Baker Hughes' Quarterly Reports on Form 10-Q for the quarters
     ended December 31, 1997 and March 31, 1998, as amended by amendments on
     Form 10-Q/A filed on May 21, 1998;

              (3) The description of Baker Hughes Common Stock contained in
     Baker Hughes' Current Report on Form 8-K dated July 27, 1992, as may be
     amended from time to time for the purpose of updating, changing or
     modifying such description; and

              (4) Baker Hughes' Current Report on Form 8-K filed on May 20,
     1998.

     All documents and reports filed by Baker Hughes with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents or
reports.

     Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein (or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Baker Hughes' Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of a director to Baker Hughes 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. If a
director were to breach such duty in performing his duties as a director,
neither Baker Hughes nor its stockholders could recover monetary damages from
the director, and the only course of action available to Baker Hughes'
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 Baker
Hughes' Restated Certificate of Incorporation may 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 would be ineffective if the stockholder does not become
aware of a transaction or event until after it has been completed.

                                      II-1

<PAGE>   4

In such a situation, it is possible that the stockholders and Baker Hughes would
have no effective remedy against the directors. Under Baker Hughes' Restated
Certificate of Incorporation, liability for monetary damages remains for (i) any
breach of the duty of loyalty to Baker Hughes or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of an improper dividend or improper repurchase
of Baker Hughes' stock under Section 174 of the Delaware General Corporation
Law, or (iv) any transaction from which the director derived an improper
personal benefit. Baker Hughes' Restated Certificate of Incorporation further
provides that in the event the Delaware General Corporation Law is amended to
allow the further elimination or limitation of the liability of directors, then
the liability of Baker Hughes' directors shall be limited or eliminated to the
fullest extent permitted by the amended Delaware General Corporation Law.

     Under Article III of Baker Hughes' By-laws as currently in effect and an
indemnification agreement with Baker Hughes' officers and directors (the
"Indemnification Agreement"), each person who is or was a director or officer of
Baker Hughes or a subsidiary of Baker Hughes, or who serves or served any other
enterprise or organization at the request of Baker Hughes or a subsidiary of
Baker Hughes, shall be indemnified by Baker Hughes 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 Baker Hughes, or serves or served any
other enterprise or organization at the request of Baker Hughes, 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 Baker
Hughes, 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 Baker
Hughes, or if such a 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 Baker Hughes, except that if such person is adjudged to be
liable in such a suit for negligence or misconduct in the performance of his
duty to Baker Hughes, he cannot be made whole for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.

     The Indemnification Agreement provides directors and officers with specific
contractual assurance that indemnification and advancement of expenses will be
available to them regardless of any amendments to or revocation of the
indemnification provisions of Baker Hughes' By-laws. The Indemnification
Agreement provides for indemnification of directors and officers against both
stockholder derivative claims and third-party claims. Sections 145(a) and 145(b)
of the Delaware General Corporation Law, which grant corporations the power to
indemnify directors and officers, specifically authorize lesser indemnification
in connection with derivative claims than in connection with third-party claims.
The distinction is that Section 145(a), concerning third-party claims,
authorizes expenses and judgments and amounts paid in settlement (as is provided
in the Indemnification Agreement), but Section 145(b), concerning derivative
suits, generally authorizes only indemnification of expenses. However, Section
145(f) expressly provides that the indemnification and advancement of expenses
provided by or granted pursuant to the subsections of Section 145 shall not be
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement. No Delaware case
directly answers the question whether Delaware's public policy would support
this aspect of the Indemnification Agreement under the authority of Section
145(f), or would cause its invalidation because it does not conform to the
distinctions contained in Sections 145(a) and 145(b).

     Pursuant to the Indemnification Agreement, Baker Hughes has agreed to
provide, at all times during the two-year period following a "change in control"
(as defined in the Indemnification Agreement) of Baker Hughes, irrevocable
letters of credit in an aggregate amount not less than $25,000,000 for the
benefit of the officers and directors of Baker Hughes to secure its obligations
under the Indemnification Agreement.


                                      II-2
<PAGE>   5



     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. Baker Hughes
currently has in effect a directors' and officers' liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.       EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                              Document Description
-------                             --------------------
<S>          <C>    <C>
  4.1        --     Restated Certificate of Incorporation of Baker Hughes (filed
                    as Exhibit 3.1 to Annual Report of Baker Hughes on Form 10-K
                    for the year ended September 30, 1993 (File No. 1-9397) and
                    incorporated herein by reference).

  4.2        --     By-Laws of Baker Hughes, as amended.

  4.3        --     Certificate of Designation of Series L Preferred Stock of 
                    Baker Hughes (filed as Exhibit 4.4 to Annual Report of Baker
                    Hughes on Form 10-K for the year ended September 30, 1996
                    (File No. 1-9397) and incorporated herein by reference).

  4.4        --     Agreement and Plan of Merger dated as of May 10, 1998 (the 
                    "Merger Agreement") among Baker Hughes, Baker Hughes
                    Delaware I, Inc. and Western Atlas Inc. (filed as Appendix A
                    to the Joint Proxy Statement/Prospectus of Baker Hughes
                    dated July 2, 1998 (File No. 1-9397) and incorporated herein
                    by reference).

  4.5        --     Amendment to Merger Agreement dated as of July 22, 1998
                    among Baker Hughes, Baker Hughes Delaware I, Inc. and
                    Western Atlas Inc. (filed as Appendix A to the Supplement to
                    Joint Proxy Statement/Prospectus of Baker Hughes dated July
                    24, 1998 (File No. 1-9397) and incorporated herein by
                    reference).

  4.6        --     Western Atlas Inc. 1993 Stock Incentive Plan, as amended 
                    (filed as Exhibit 10.23 to the Annual Report of Western
                    Atlas Inc. on Form 10-K for the fiscal year ended December
                    31, 1995 (File No. 1-12430) and incorporated herein by
                    reference).

  4.7        --     Western Atlas Inc. Director Stock Option Plan (filed as 
                    Exhibit 10.12 to the Quarterly Report of Western Atlas Inc.
                    on Form 10-Q for the quarter ended March 31, 1994 (File No.
                    1-12430) and incorporated herein by reference).

  4.8        --     Norand Corporation 1989 Stock Option Plan, Norand Corporation 
                    Long-Term Performance Program and resolutions adopted by the 
                    Board of Directors of Norand Corporation with respect thereto 
                    (filed as Exhibit 10 to the Registration Statement on Form S-8 
                    of Western Atlas Inc. (Registration No. 333-25625) and 
                    incorporated herein by reference).

  5          --     Opinion of Baker & Botts, L.L.P. with respect to the 
                    legality of securities.

 23.1        --     Consent of Deloitte & Touche LLP.
 
 23.2        --     Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).
 24          --     Powers of Attorney (included on the signature page of the 
                    Registration Statement).
</TABLE>

ITEM 9.      UNDERTAKINGS.

     (a)     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:

                     (i)   To include any prospectus required by section
             10(a)(3) of the Securities Act of 1933;


                                      II-3
<PAGE>   6



                     (ii) To reflect in the prospectus any facts or events
             arising after the effective date of the Registration Statement (or
             the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental change in
             the information set forth in the Registration Statement.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Securities and Exchange Commission pursuant to Rule 424(b)
             of the Securities Act of 1933 if, in the aggregate, the changes in
             volume and price represent no more than a 20% change in the maximum
             aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective Registration Statement;

                     (iii) 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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.

             (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.

             (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.

     (b) 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.

     (c) 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 Act
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 Act and will be governed by the final adjudication of
such issue.



                                      II-4
<PAGE>   7


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Max L. Lukens, Eric L. Mattson and Lawrence
O'Donnell, III and each of them, each of whom may act without joinder of the
other, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all pre-and post-effective
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 as to all intents and purposes as he or she 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.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 August 10, 1998.

                                      BAKER HUGHES INCORPORATED


                                      By: /s/  LAWRENCE O'DONNELL, III
                                         ----------------------------------
                                              Lawrence O'Donnell, III
                                         Vice President and General Counsel

         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>
           SIGNATURE                                   TITLE                                 DATE
           ---------                                   -----                                 ----
<S>                                         <C>                                          <C>
      /s/ MAX L. LUKENS                     President, Chief Executive Officer           August 10, 1998
-----------------------------------              and Chairman of the Board
        Max L. Lukens                          (principal executive officer)

       /s/ ERIC L. MATTSON                  Senior Vice President and Chief              August 10, 1998
-----------------------------------           Financial Officer (principal
         Eric L. Mattson                           financial officer)

       /s/ JAMES E. BRAUN                    Vice President and Controller               August 10, 1998
-----------------------------------          (principal accounting officer)
         James E. Braun

    /s/ LESTER M. ALBERTHAL, JR.                       Director                          August 10, 1998
-----------------------------------
      Lester M. Alberthal, Jr.

      /s/ PAUL M. ANDERSON                             Director                          August 10, 1998
-----------------------------------
        Paul M. Anderson

     /s/ VICTOR G. BEGHINI                             Director                          August 10, 1998
-----------------------------------
       Victor G. Beghini

     /s/ EUNICE M. FILTER                              Director                          August 10, 1998
-----------------------------------
       Eunice M. Filter

       /s/ JOE B. FOSTER                               Director                          August 10, 1998
-----------------------------------
         Joe B. Foster

      /s/ RICHARD D. KINDER                            Director                          August 10, 1998
-----------------------------------
        Richard D. Kinder

       /s/ JOHN F. MAHER                               Director                          August 10, 1998
-----------------------------------
         John F. Maher

      /s/ JAMES F. MCCALL                              Director                          August 10, 1998
-----------------------------------
        James F. McCall

    /s/ H. JOHN RILEY, JR.                             Director                          August 10, 1998
-----------------------------------
      H. John Riley, Jr.

    /s/ CHARLES L. WATSON                              Director                          August 10, 1998
-----------------------------------
      Charles L. Watson

    /s/ MAX P. WATSON, JR.                             Director                          August 10, 1998
----------------------------------- 
      Max P. Watson, Jr.
</TABLE>



                                      II-5
<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                  Description                                    Page No.
-------                                 -----------                                    --------
<S>          <C>    <C>                                                                <C>
  4.1        --     Restated Certificate of Incorporation of Baker Hughes (filed
                    as Exhibit 3.1 to Annual Report of Baker Hughes on Form 10-K
                    for the year ended September 30, 1993 (File No. 1-9397) and
                    incorporated herein by reference).

  4.2        --     By-Laws of Baker Hughes, as amended.

  4.3        --     Certificate of Designation of Series L Preferred Stock of 
                    Baker Hughes (filed as Exhibit 4.4 to Annual Report of Baker
                    Hughes on Form 10-K for the year ended September 30, 1996
                    (File No. 1-9397) and incorporated herein by reference).

  4.4        --     Agreement and Plan of Merger dated as of May 10, 1998 (the 
                    "Merger Agreement") among Baker Hughes, Baker Hughes
                    Delaware I, Inc. and Western Atlas Inc. (filed as Appendix A
                    to the Joint Proxy Statement/Prospectus of Baker Hughes
                    dated July 2, 1998 (File No. 1-9397) and incorporated herein
                    by reference).

  4.5        --     Amendment to Merger Agreement dated as of July 22, 1998
                    among Baker Hughes, Baker Hughes Delaware I, Inc. and
                    Western Atlas Inc. (filed as Appendix A to the Supplement to
                    Joint Proxy Statement/Prospectus of Baker Hughes dated July
                    24, 1998 (File No. 1-9397) and incorporated herein by
                    reference).

  4.6        --     Western Atlas Inc. 1993 Stock Incentive Plan, as amended 
                    (filed as Exhibit 10.23 to the Annual Report of Western
                    Atlas Inc. on Form 10-K for the fiscal year ended December
                    31, 1995 (File No. 1-12430) and incorporated herein by
                    reference).

  4.7        --     Western Atlas Inc. Director Stock Option Plan (filed as 
                    Exhibit 10.12 to the Quarterly Report of Western Atlas Inc.
                    on Form 10-Q for the quarter ended March 31, 1994 (File No.
                    1-12430) and incorporated herein by reference).

  4.8        --     Norand Corporation 1989 Stock Option Plan, Norand 
                    Corporation Long-Term Performance Program and resolutions 
                    adopted by the Board of Directors of Norand Corporation
                    with respect thereto (filed as Exhibit 10 to the
                    Registration Statement on Form S-8 of Western Atlas Inc. 
                    (Registration No. 333-25625) and incorporated herein by 
                    reference).

  5          --     Opinion of Baker & Botts, L.L.P. with respect to the 
                    legality of securities.

 23.1        --     Consent of Deloitte & Touche LLP.

 23.2        --     Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).

 24          --     Powers of Attorney (included on the signature page of the 
                    Registration Statement).
</TABLE>
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1
     As filed with the Securities and Exchange Commission on August 10, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                            BAKER HUGHES INCORPORATED
             (Exact name of registrant as specified in its charter)

               DELAWARE                               72-0207995
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

           3900 ESSEX LANE                            77027-5177
           HOUSTON, TEXAS                             (Zip Code)
(Address of Principal Executive Offices)

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

 WESTERN ATLAS OPTIONS UNDER THE WESTERN ATLAS INC. 1993 STOCK INCENTIVE PLAN,
 THE WESTERN ATLAS INC. DIRECTOR STOCK OPTION PLAN, THE NORAND CORPORATION 1989
   STOCK OPTION PLAN AND THE NORAND CORPORATION LONG-TERM PERFORMANCE PROGRAM
    TO BE ASSUMED BY BAKER HUGHES INCORPORATED PURSUANT TO THE AGREEMENT AND
  PLAN OF MERGER DATED AS OF MAY 10, 1998, AS AMENDED BY AN AMENDMENT THERETO
    DATED AS OF JULY 22, 1998, AMONG BAKER HUGHES INCORPORATED, BAKER HUGHES
                    DELAWARE I, INC. AND WESTERN ATLAS INC.
                            (Full title of the plan)

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

                             LAWRENCE O'DONNELL, III
                       VICE PRESIDENT AND GENERAL COUNSEL
                            BAKER HUGHES INCORPORATED
                                 3900 ESSEX LANE
                            HOUSTON, TEXAS 77027-5177
                     (Name and address of agent for service)

                                 (713) 439-8600
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                             AMOUNT TO BE       OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED       REGISTERED(1)(2)        SHARE (2)             PRICE (2)        REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share        11,245,028           $21.65625            $243,525,138            $71,840
============================================================================================================================
(1)  Plus such additional indeterminable number of shares that may be issuable
     upon the exercise of Western Atlas Options (as defined herein) under the
     terms of the respective plans.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
     on the average of the high and low prices reported on the New York Stock
     Exchange on August 5, 1998.
2

                             INTRODUCTORY STATEMENT

     Baker Hughes Incorporated, a Delaware corporation ("Baker Hughes"), is
filing this Registration Statement on Form S-8 relating to (i) Western Atlas
Options (as defined below) to be assumed by Baker Hughes pursuant to the
Agreement and Plan of Merger dated as of May 10, 1998, as amended by an
Amendment thereto dated as of July 22, 1998 (as amended, the "Merger
Agreement"), among Baker Hughes, Baker Hughes Delaware I, Inc., a Delaware
corporation and wholly owned subsidiary of Baker Hughes ("Merger Sub"), and
Western Atlas Inc., a Delaware corporation ("Western Atlas"), and (ii) Baker
Hughes' Common Stock, par value $1.00 per share ("Baker Hughes Common Stock"),
issuable upon exercise of such options or rights.

     The Merger Agreement provides for the merger of Merger Sub with and into
Western Atlas, with Western Atlas surviving as a wholly owned subsidiary of
Baker Hughes (the "Merger"). In the Merger, (a) each outstanding share of common
stock, par value $1.00 per share, of Western Atlas is to be converted into the
right to receive 2.7 shares of Baker Hughes Common Stock, and (b) all options
(the "Western Atlas Options") outstanding at the effective time of the Merger
under the Western Atlas Inc. 1993 Stock Incentive Plan, the Western Atlas Inc.
Director Stock Option Plan, the Norand Corporation 1989 Stock Option Plan and
the Norand Corporation Long-Term Performance Program are to be assumed by Baker
Hughes in accordance with Section 4.2(e) of the Merger Agreement. Pursuant to
Section 5(k) of the Western Atlas Inc. 1993 Stock Incentive Plan, Baker Hughes
may issue shares of Baker Hughes Common Stock in exchange for rights or options
under such plan.

     This Registration Statement relates only to the Western Atlas Options to be
assumed by Baker Hughes and Baker Hughes Common Stock issuable upon exercise
of such options or rights.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s) containing the plan information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Baker Hughes shall maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the Registrant
shall furnish to the Commission or its staff a copy or copies of all of the
documents included in such file.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents, which Baker Hughes has filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(File No. 1-9397), are incorporated in this Registration Statement by reference
and shall be deemed to be a part hereof:

              (1) Baker Hughes' Annual Report on Form 10-K for the fiscal year
     ended September 30, 1997;

              (2) Baker Hughes' Quarterly Reports on Form 10-Q for the quarters
     ended December 31, 1997 and March 31, 1998, as amended by amendments on
     Form 10-Q/A filed on May 21, 1998;

              (3) The description of Baker Hughes Common Stock contained in
     Baker Hughes' Current Report on Form 8-K dated July 27, 1992, as may be
     amended from time to time for the purpose of updating, changing or
     modifying such description; and

              (4) Baker Hughes' Current Report on Form 8-K filed on May 20,
     1998.

     All documents and reports filed by Baker Hughes with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents or
reports.

     Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein (or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Baker Hughes' Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of a director to Baker Hughes 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. If a
director were to breach such duty in performing his duties as a director,
neither Baker Hughes nor its stockholders could recover monetary damages from
the director, and the only course of action available to Baker Hughes'
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 Baker
Hughes' Restated Certificate of Incorporation may 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 would be ineffective if the stockholder does not become
aware of a transaction or event until after it has been completed.

                                      II-1
4

In such a situation, it is possible that the stockholders and Baker Hughes would
have no effective remedy against the directors. Under Baker Hughes' Restated
Certificate of Incorporation, liability for monetary damages remains for (i) any
breach of the duty of loyalty to Baker Hughes or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) payment of an improper dividend or improper repurchase
of Baker Hughes' stock under Section 174 of the Delaware General Corporation
Law, or (iv) any transaction from which the director derived an improper
personal benefit. Baker Hughes' Restated Certificate of Incorporation further
provides that in the event the Delaware General Corporation Law is amended to
allow the further elimination or limitation of the liability of directors, then
the liability of Baker Hughes' directors shall be limited or eliminated to the
fullest extent permitted by the amended Delaware General Corporation Law.

     Under Article III of Baker Hughes' By-laws as currently in effect and an
indemnification agreement with Baker Hughes' officers and directors (the
"Indemnification Agreement"), each person who is or was a director or officer of
Baker Hughes or a subsidiary of Baker Hughes, or who serves or served any other
enterprise or organization at the request of Baker Hughes or a subsidiary of
Baker Hughes, shall be indemnified by Baker Hughes 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 Baker Hughes, or serves or served any
other enterprise or organization at the request of Baker Hughes, 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 Baker
Hughes, 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 Baker
Hughes, or if such a 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 Baker Hughes, except that if such person is adjudged to be
liable in such a suit for negligence or misconduct in the performance of his
duty to Baker Hughes, he cannot be made whole for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.

     The Indemnification Agreement provides directors and officers with specific
contractual assurance that indemnification and advancement of expenses will be
available to them regardless of any amendments to or revocation of the
indemnification provisions of Baker Hughes' By-laws. The Indemnification
Agreement provides for indemnification of directors and officers against both
stockholder derivative claims and third-party claims. Sections 145(a) and 145(b)
of the Delaware General Corporation Law, which grant corporations the power to
indemnify directors and officers, specifically authorize lesser indemnification
in connection with derivative claims than in connection with third-party claims.
The distinction is that Section 145(a), concerning third-party claims,
authorizes expenses and judgments and amounts paid in settlement (as is provided
in the Indemnification Agreement), but Section 145(b), concerning derivative
suits, generally authorizes only indemnification of expenses. However, Section
145(f) expressly provides that the indemnification and advancement of expenses
provided by or granted pursuant to the subsections of Section 145 shall not be
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement. No Delaware case
directly answers the question whether Delaware's public policy would support
this aspect of the Indemnification Agreement under the authority of Section
145(f), or would cause its invalidation because it does not conform to the
distinctions contained in Sections 145(a) and 145(b).

     Pursuant to the Indemnification Agreement, Baker Hughes has agreed to
provide, at all times during the two-year period following a "change in control"
(as defined in the Indemnification Agreement) of Baker Hughes, irrevocable
letters of credit in an aggregate amount not less than $25,000,000 for the
benefit of the officers and directors of Baker Hughes to secure its obligations
under the Indemnification Agreement.

                                      II-2
5

     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. Baker Hughes
currently has in effect a directors' and officers' liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.       EXHIBITS.
Exhibit
Number                              Document Description
-------                             --------------------
4.1        --     Restated Certificate of Incorporation of Baker Hughes (filed
                    as Exhibit 3.1 to Annual Report of Baker Hughes on Form 10-K
                    for the year ended September 30, 1993 (File No. 1-9397) and
                    incorporated herein by reference).

  4.2        --     By-Laws of Baker Hughes, as amended.

  4.3        --     Certificate of Designation of Series L Preferred Stock of 
                    Baker Hughes (filed as Exhibit 4.4 to Annual Report of Baker
                    Hughes on Form 10-K for the year ended September 30, 1996
                    (File No. 1-9397) and incorporated herein by reference).

  4.4        --     Agreement and Plan of Merger dated as of May 10, 1998 (the 
                    "Merger Agreement") among Baker Hughes, Baker Hughes
                    Delaware I, Inc. and Western Atlas Inc. (filed as Appendix A
                    to the Joint Proxy Statement/Prospectus of Baker Hughes
                    dated July 2, 1998 (File No. 1-9397) and incorporated herein
                    by reference).

  4.5        --     Amendment to Merger Agreement dated as of July 22, 1998
                    among Baker Hughes, Baker Hughes Delaware I, Inc. and
                    Western Atlas Inc. (filed as Appendix A to the Supplement to
                    Joint Proxy Statement/Prospectus of Baker Hughes dated July
                    24, 1998 (File No. 1-9397) and incorporated herein by
                    reference).

  4.6        --     Western Atlas Inc. 1993 Stock Incentive Plan, as amended 
                    (filed as Exhibit 10.23 to the Annual Report of Western
                    Atlas Inc. on Form 10-K for the fiscal year ended December
                    31, 1995 (File No. 1-12430) and incorporated herein by
                    reference).

  4.7        --     Western Atlas Inc. Director Stock Option Plan (filed as 
                    Exhibit 10.12 to the Quarterly Report of Western Atlas Inc.
                    on Form 10-Q for the quarter ended March 31, 1994 (File No.
                    1-12430) and incorporated herein by reference).

  4.8        --     Norand Corporation 1989 Stock Option Plan, Norand Corporation 
                    Long-Term Performance Program and resolutions adopted by the 
                    Board of Directors of Norand Corporation with respect thereto 
                    (filed as Exhibit 10 to the Registration Statement on Form S-8 
                    of Western Atlas Inc. (Registration No. 333-25625) and 
                    incorporated herein by reference).

  5          --     Opinion of Baker & Botts, L.L.P. with respect to the 
                    legality of securities.

 23.1        --     Consent of Deloitte & Touche LLP.
 
 23.2        --     Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).
 24          --     Powers of Attorney (included on the signature page of the 
                    Registration Statement).
ITEM 9.      UNDERTAKINGS.

     (a)     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:

                     (i)   To include any prospectus required by section
             10(a)(3) of the Securities Act of 1933;

                                      II-3
6

                     (ii) To reflect in the prospectus any facts or events
             arising after the effective date of the Registration Statement (or
             the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental change in
             the information set forth in the Registration Statement.
             Notwithstanding the foregoing, any increase or decrease in volume
             of securities offered (if the total dollar value of securities
             offered would not exceed that which was registered) and any
             deviation from the low or high end of the estimated maximum
             offering range may be reflected in the form of prospectus filed
             with the Securities and Exchange Commission pursuant to Rule 424(b)
             of the Securities Act of 1933 if, in the aggregate, the changes in
             volume and price represent no more than a 20% change in the maximum
             aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective Registration Statement;

                     (iii) 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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.

             (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.

             (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.

     (b) 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.

     (c) 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 Act
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 Act and will be governed by the final adjudication of
such issue.

                                      II-4
7

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Max L. Lukens, Eric L. Mattson and Lawrence
O'Donnell, III and each of them, each of whom may act without joinder of the
other, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all pre-and post-effective
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 as to all intents and purposes as he or she 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.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 August 10, 1998.

                                      BAKER HUGHES INCORPORATED

                                      By: /s/  LAWRENCE O'DONNELL, III
                                         ----------------------------------
                                              Lawrence O'Donnell, III
                                         Vice President and General Counsel

         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:
SIGNATURE                                   TITLE                                 DATE
           ---------                                   -----                                 ----
/s/ MAX L. LUKENS                     President, Chief Executive Officer           August 10, 1998
-----------------------------------              and Chairman of the Board
        Max L. Lukens                          (principal executive officer)

       /s/ ERIC L. MATTSON                  Senior Vice President and Chief              August 10, 1998
-----------------------------------           Financial Officer (principal
         Eric L. Mattson                           financial officer)

       /s/ JAMES E. BRAUN                    Vice President and Controller               August 10, 1998
-----------------------------------          (principal accounting officer)
         James E. Braun

    /s/ LESTER M. ALBERTHAL, JR.                       Director                          August 10, 1998
-----------------------------------
      Lester M. Alberthal, Jr.

      /s/ PAUL M. ANDERSON                             Director                          August 10, 1998
-----------------------------------
        Paul M. Anderson

     /s/ VICTOR G. BEGHINI                             Director                          August 10, 1998
-----------------------------------
       Victor G. Beghini

     /s/ EUNICE M. FILTER                              Director                          August 10, 1998
-----------------------------------
       Eunice M. Filter

       /s/ JOE B. FOSTER                               Director                          August 10, 1998
-----------------------------------
         Joe B. Foster

      /s/ RICHARD D. KINDER                            Director                          August 10, 1998
-----------------------------------
        Richard D. Kinder

       /s/ JOHN F. MAHER                               Director                          August 10, 1998
-----------------------------------
         John F. Maher

      /s/ JAMES F. MCCALL                              Director                          August 10, 1998
-----------------------------------
        James F. McCall

    /s/ H. JOHN RILEY, JR.                             Director                          August 10, 1998
-----------------------------------
      H. John Riley, Jr.

    /s/ CHARLES L. WATSON                              Director                          August 10, 1998
-----------------------------------
      Charles L. Watson

    /s/ MAX P. WATSON, JR.                             Director                          August 10, 1998
----------------------------------- 
      Max P. Watson, Jr.
II-5
8
                                  EXHIBIT INDEX
Exhibit
Number                                  Description                                    Page No.
-------                                 -----------                                    --------
4.1        --     Restated Certificate of Incorporation of Baker Hughes (filed
                    as Exhibit 3.1 to Annual Report of Baker Hughes on Form 10-K
                    for the year ended September 30, 1993 (File No. 1-9397) and
                    incorporated herein by reference).

  4.2        --     By-Laws of Baker Hughes, as amended.

  4.3        --     Certificate of Designation of Series L Preferred Stock of 
                    Baker Hughes (filed as Exhibit 4.4 to Annual Report of Baker
                    Hughes on Form 10-K for the year ended September 30, 1996
                    (File No. 1-9397) and incorporated herein by reference).

  4.4        --     Agreement and Plan of Merger dated as of May 10, 1998 (the 
                    "Merger Agreement") among Baker Hughes, Baker Hughes
                    Delaware I, Inc. and Western Atlas Inc. (filed as Appendix A
                    to the Joint Proxy Statement/Prospectus of Baker Hughes
                    dated July 2, 1998 (File No. 1-9397) and incorporated herein
                    by reference).

  4.5        --     Amendment to Merger Agreement dated as of July 22, 1998
                    among Baker Hughes, Baker Hughes Delaware I, Inc. and
                    Western Atlas Inc. (filed as Appendix A to the Supplement to
                    Joint Proxy Statement/Prospectus of Baker Hughes dated July
                    24, 1998 (File No. 1-9397) and incorporated herein by
                    reference).

  4.6        --     Western Atlas Inc. 1993 Stock Incentive Plan, as amended 
                    (filed as Exhibit 10.23 to the Annual Report of Western
                    Atlas Inc. on Form 10-K for the fiscal year ended December
                    31, 1995 (File No. 1-12430) and incorporated herein by
                    reference).

  4.7        --     Western Atlas Inc. Director Stock Option Plan (filed as 
                    Exhibit 10.12 to the Quarterly Report of Western Atlas Inc.
                    on Form 10-Q for the quarter ended March 31, 1994 (File No.
                    1-12430) and incorporated herein by reference).

  4.8        --     Norand Corporation 1989 Stock Option Plan, Norand 
                    Corporation Long-Term Performance Program and resolutions 
                    adopted by the Board of Directors of Norand Corporation
                    with respect thereto (filed as Exhibit 10 to the
                    Registration Statement on Form S-8 of Western Atlas Inc. 
                    (Registration No. 333-25625) and incorporated herein by 
                    reference).

  5          --     Opinion of Baker & Botts, L.L.P. with respect to the 
                    legality of securities.

 23.1        --     Consent of Deloitte & Touche LLP.

 23.2        --     Consent of Baker & Botts, L.L.P. (contained in Exhibit 5).

 24          --     Powers of Attorney (included on the signature page of the 
                    Registration Statement).