<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998

                                                            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                                       75-1547355
      (State or other jurisdiction                           (I.R.S Employer
    of incorporation or organization)                       Identification No.)
             

                              9753 PINE LAKE DRIVE
                              HOUSTON, TEXAS 77055
                    (Address of Principal Executive Offices)


                       SERVICE AGREEMENTS WITH BARRY WEBB,
                         N.C. BUTLER AND IAN ARTHUR REED
                            (Full title of the plan)


                                KATIE-PAT BOWMAN
                       VICE PRESIDENT AND GENERAL COUNSEL
                             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)

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

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
   TITLE OF SECURITIES TO          AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
      BE REGISTERED                 REGISTERED         OFFERING PRICE PER    AGGREGATE OFFERING PRICE             FEE
                                                            UNIT (1)                    (1)
-------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                   <C>                         <C> 
Common Stock  $1.25 par value    30,000 shares (2)           $17.97                    $539,100                   $160
===============================================================================================================================
</TABLE>

(1)  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 sale
     prices of a share of Common Stock as reported by the New York Stock
     Exchange on July 24, 1998.

(2)  Includes the Common Stock purchase rights associated with the shares of
     Common Stock being registered (the "Rights").

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


<PAGE>   2




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference

         The following documents previously filed by Daniel Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:

         (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;

         (c) The description of the Company's Common Stock contained in its
Registration of Securities of Certain Successor Issuers on Form 8-B dated May 5,
1988; and

         (d) The description of the Company's Preferred Share Purchase Rights
contained in its Registration Statement on Form 8-A filed June 5, 1990.

         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of the filing of this Registration Statement and before 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 Legal Counsel

         Certain legal matters in connection with the securities offered hereby
are being passed upon for the Registrant by Katie-Pat Bowman, General Counsel to
the Company. Ms. Bowman owns 2,000 shares of Common Stock, subject to forfeiture
in the event she does not continue in the Company's employ in accordance with
the vesting restriction of her award under the Company's Stock Award Plan, and
holds options to purchase 25,000 shares of Common Stock, none which are
currently exercisable.

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, 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. Except
as set forth above, if a director were to breach his fiduciary 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 



                                      II-1
<PAGE>   3

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 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. 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.

         Article IX of the Company's By-laws provides that 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 fullest extent permitted by the Delaware
General Corporation Law.

         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
deductible of $175,000 per loss for securities activities ($75,000 deductible
per loss for all other activities not specifically excluded) 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.

ITEM 8.  Exhibits

4.1      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).

4.2      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      Amendment to Certificate of Incorporation of the Company (filed as
         Exhibit 4.1 to the Company's Current Report on Form 8-K dated December
         12, 1996, and hereby incorporated by reference herein).

4.4      By-laws of the Company, as amended through June 1, 1997 (filed as
         Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1997, and incorporated by reference
         herein).



                                      II-2
<PAGE>   4

4.5      Certificate of Designation, Powers, Preferences and Rights of Series A
         Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's
         Form 8 amending its Annual Report on Form 10-K for the year ended
         September 30, 1990, 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      Form of Service Agreement dated January 25, 1991, Supplemental Service
         Agreement dated May 28, 1996, and further amendment Agreement dated May
         12, 1998, entered into between each of Barry Webb, N.C. Butler and Ian
         Arthur Reed and Daniel Industries Ltd. (or its predecessors).

5.1      Opinion of Katie-Pat Bowman, regarding legality of securities.

23.1     Consent of Katie-Pat Bowman (included in Exhibit 5.1).

23.2     Consent of PricewaterhouseCoopers LLP.

24.1     Powers of Attorney (contained on page II-5 and II-6 hereof).

ITEM 22.  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;

         (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, as amended (the
"Securities Act"), each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) 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 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
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities 




                                      II-3
<PAGE>   5

(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 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 Houston, Texas, on the 27th day of July, 1998.

                                              DANIEL INDUSTRIES, INC.


                                              By   R.C. Lassiter
                                                --------------------------
                                                   R.C. Lassiter
                                               Chairman of the Board and
                                                 Chief Executive Officer


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints R. C. Lassiter and James M. Tidwell his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same and all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
               SIGNATURE                                        TITLE                              DATE
               ---------                                        -----                              ----
<S>                                           <C>                                             <C> 
           Ronald C. Lassiter                 Chief Executive Officer and Chairman of         July 27, 1998
---------------------------------------       the Board (Principal Executive Officer)
           Ronald C. Lassiter                 

            James M. Tidwell                  Executive Vice President and Chief              July 27, 1998
---------------------------------------       Financial Officer (Principal Financial
            James M. Tidwell                  Officer)

            Wilfred M. Krenek                 Controller (Principal Accounting Officer)       July 27, 1998
---------------------------------------
            Wilfred M. Krenek

                                              Director                                        July __, 1998
---------------------------------------
             Nathan M. Avery

                                              Director                                        July __, 1998
---------------------------------------
           Michael M. Carroll
</TABLE>



                                      II-5
<PAGE>   7

<TABLE>
<S>                                           <C>                                             <C>
              Ralph F. Cox                    Director                                        July 27, 1998
---------------------------------------
              Ralph F. Cox

            Gibson Gayle, Jr.                 Director                                        July 27, 1998
---------------------------------------
            Gibson Gayle, Jr.

              W.A. Griffin                    Chairman Emeritus and a Director                July 27, 1998
---------------------------------------
              W.A. Griffin

             Thomas J. Keefe                  Director                                        July 27, 1998
---------------------------------------
             Thomas J. Keefe

           Leo E. Linbeck, Jr.                Director                                        July 27, 1998
---------------------------------------
           Leo E. Linbeck, Jr.

            Brian E. O'Neill                  Director                                        July 27, 1998
---------------------------------------
            Brian E. O'Neill
</TABLE>



                                      II-6
<PAGE>   8
                                INDEX TO EXHIBITS
EXHIBITS
--------
  4.1    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).

  4.2    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    Amendment to Certificate of Incorporation of the Company (filed as
         Exhibit 4.1 to the Company's Current Report on Form 8-K dated December
         12, 1996, and hereby incorporated by reference herein).

  4.4    By-laws of the Company, as amended through June 1, 1997 (filed as
         Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1997, and incorporated by reference
         herein).

  4.5    Certificate of Designation, Powers, Preferences and Rights of Series A
         Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's
         Form 8 amending its Annual Report on Form 10-K for the year ended
         September 30, 1990, 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    Form of Service Agreement dated January 25, 1991, Supplemental Service
         Agreement dated May 28, 1996, and further amendment Agreement dated May
         12, 1998, entered into between each of Barry Webb, N.C. Butler and Ian
         Arthur Reed and Daniel Industries Ltd. (or its predecessors).

  5.1    Opinion of Katie-Pat Bowman, regarding legality of securities.

 23.1    Consent of Katie-Pat Bowman (included in Exhibit 5.1).

 23.2    Consent of Price Waterhouse LLP.

 24.1    Powers of Attorney (contained on page II-5 and II-6 hereof).
[{"type": "S-8", "sequence": "1", "description": "DANIEL INDUSTRIES, INC.", "secsgml_size_bytes": 21379}]
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1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998

                                                            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                                       75-1547355
      (State or other jurisdiction                           (I.R.S Employer
    of incorporation or organization)                       Identification No.)
             

                              9753 PINE LAKE DRIVE
                              HOUSTON, TEXAS 77055
                    (Address of Principal Executive Offices)

                       SERVICE AGREEMENTS WITH BARRY WEBB,
                         N.C. BUTLER AND IAN ARTHUR REED
                            (Full title of the plan)

                                KATIE-PAT BOWMAN
                       VICE PRESIDENT AND GENERAL COUNSEL
                             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)

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

                       CALCULATION OF REGISTRATION FEE
===============================================================================================================================
   TITLE OF SECURITIES TO          AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM       AMOUNT OF REGISTRATION
      BE REGISTERED                 REGISTERED         OFFERING PRICE PER    AGGREGATE OFFERING PRICE             FEE
                                                            UNIT (1)                    (1)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock  $1.25 par value    30,000 shares (2)           $17.97                    $539,100                   $160
===============================================================================================================================
(1)  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 sale
     prices of a share of Common Stock as reported by the New York Stock
     Exchange on July 24, 1998.

(2)  Includes the Common Stock purchase rights associated with the shares of
     Common Stock being registered (the "Rights").

================================================================================
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference

         The following documents previously filed by Daniel Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:

         (a) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;

         (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;

         (c) The description of the Company's Common Stock contained in its
Registration of Securities of Certain Successor Issuers on Form 8-B dated May 5,
1988; and

         (d) The description of the Company's Preferred Share Purchase Rights
contained in its Registration Statement on Form 8-A filed June 5, 1990.

         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of the filing of this Registration Statement and before 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 Legal Counsel

         Certain legal matters in connection with the securities offered hereby
are being passed upon for the Registrant by Katie-Pat Bowman, General Counsel to
the Company. Ms. Bowman owns 2,000 shares of Common Stock, subject to forfeiture
in the event she does not continue in the Company's employ in accordance with
the vesting restriction of her award under the Company's Stock Award Plan, and
holds options to purchase 25,000 shares of Common Stock, none which are
currently exercisable.

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, 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. Except
as set forth above, if a director were to breach his fiduciary 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 

                                      II-1
3

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 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. 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.

         Article IX of the Company's By-laws provides that 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 fullest extent permitted by the Delaware
General Corporation Law.

         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
deductible of $175,000 per loss for securities activities ($75,000 deductible
per loss for all other activities not specifically excluded) 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.

ITEM 8.  Exhibits

4.1      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).

4.2      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      Amendment to Certificate of Incorporation of the Company (filed as
         Exhibit 4.1 to the Company's Current Report on Form 8-K dated December
         12, 1996, and hereby incorporated by reference herein).

4.4      By-laws of the Company, as amended through June 1, 1997 (filed as
         Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1997, and incorporated by reference
         herein).

                                      II-2
4

4.5      Certificate of Designation, Powers, Preferences and Rights of Series A
         Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's
         Form 8 amending its Annual Report on Form 10-K for the year ended
         September 30, 1990, 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      Form of Service Agreement dated January 25, 1991, Supplemental Service
         Agreement dated May 28, 1996, and further amendment Agreement dated May
         12, 1998, entered into between each of Barry Webb, N.C. Butler and Ian
         Arthur Reed and Daniel Industries Ltd. (or its predecessors).

5.1      Opinion of Katie-Pat Bowman, regarding legality of securities.

23.1     Consent of Katie-Pat Bowman (included in Exhibit 5.1).

23.2     Consent of PricewaterhouseCoopers LLP.

24.1     Powers of Attorney (contained on page II-5 and II-6 hereof).

ITEM 22.  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;

         (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, as amended (the
"Securities Act"), each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) 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 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
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities 

                                      II-3
5

(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 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 Houston, Texas, on the 27th day of July, 1998.

                                              DANIEL INDUSTRIES, INC.

                                              By   R.C. Lassiter
                                                --------------------------
                                                   R.C. Lassiter
                                               Chairman of the Board and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints R. C. Lassiter and James M. Tidwell his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same and all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting said attorney-in-fact and agent 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
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                        TITLE                              DATE
               ---------                                        -----                              ----
Ronald C. Lassiter                 Chief Executive Officer and Chairman of         July 27, 1998
---------------------------------------       the Board (Principal Executive Officer)
           Ronald C. Lassiter                 

            James M. Tidwell                  Executive Vice President and Chief              July 27, 1998
---------------------------------------       Financial Officer (Principal Financial
            James M. Tidwell                  Officer)

            Wilfred M. Krenek                 Controller (Principal Accounting Officer)       July 27, 1998
---------------------------------------
            Wilfred M. Krenek

                                              Director                                        July __, 1998
---------------------------------------
             Nathan M. Avery

                                              Director                                        July __, 1998
---------------------------------------
           Michael M. Carroll
II-5
7
Ralph F. Cox                    Director                                        July 27, 1998
---------------------------------------
              Ralph F. Cox

            Gibson Gayle, Jr.                 Director                                        July 27, 1998
---------------------------------------
            Gibson Gayle, Jr.

              W.A. Griffin                    Chairman Emeritus and a Director                July 27, 1998
---------------------------------------
              W.A. Griffin

             Thomas J. Keefe                  Director                                        July 27, 1998
---------------------------------------
             Thomas J. Keefe

           Leo E. Linbeck, Jr.                Director                                        July 27, 1998
---------------------------------------
           Leo E. Linbeck, Jr.

            Brian E. O'Neill                  Director                                        July 27, 1998
---------------------------------------
            Brian E. O'Neill
II-6
8
                                INDEX TO EXHIBITS
EXHIBITS
--------
  4.1    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).

  4.2    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    Amendment to Certificate of Incorporation of the Company (filed as
         Exhibit 4.1 to the Company's Current Report on Form 8-K dated December
         12, 1996, and hereby incorporated by reference herein).

  4.4    By-laws of the Company, as amended through June 1, 1997 (filed as
         Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1997, and incorporated by reference
         herein).

  4.5    Certificate of Designation, Powers, Preferences and Rights of Series A
         Junior Participating Preferred Stock (filed as Exhibit 3.3 on Daniel's
         Form 8 amending its Annual Report on Form 10-K for the year ended
         September 30, 1990, 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    Form of Service Agreement dated January 25, 1991, Supplemental Service
         Agreement dated May 28, 1996, and further amendment Agreement dated May
         12, 1998, entered into between each of Barry Webb, N.C. Butler and Ian
         Arthur Reed and Daniel Industries Ltd. (or its predecessors).

  5.1    Opinion of Katie-Pat Bowman, regarding legality of securities.

 23.1    Consent of Katie-Pat Bowman (included in Exhibit 5.1).

 23.2    Consent of Price Waterhouse LLP.

 24.1    Powers of Attorney (contained on page II-5 and II-6 hereof).