As filed with the Securities and Exchange Commission on March 23, 1999 
                                             Registration No. 33-
---------------------------------------------------------------------
    

                    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 issuer as specified in its charter)


              DELAWARE                        76-0207995
    (State or other jurisdiction of        (I.R.S. Employer
    incorporation or organization)         Identification No.)


                             3900 Essex Lane
                          Houston, Texas 77027
      (Address, including zip code of Principal Executive Offices)
                      ---------------------------


         Baker Hughes Incorporated 1998 Employee Stock Option Plan
                        (Full title of the plans)
                       ---------------------------

                          Lawrence O'Donnell, III
                    Vice President and General Counsel
                         Baker Hughes Incorporated
                              3900 Essex Lane
                            Houston, Texas 77027
                   (Name and address of agent for service)


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










                        CALCULATION OF REGISTRATION FEE
    ------------------------------------------------------------------
                                   Proposed    Proposed
      Title of                     Maximum      Maximum      Amount
     Securities     Amount         Offering    Aggregate       of 
       to be        to be          Price per   Offering   Registration
     Registered   Registered       Share(1)     Price(1)       Fee
     ----------   -------------    -----------  --------  ------------
 
     Common Stock,   3,500,000     $21.53     $75,355,000    $20,949
     $1.00 par       Shares
     value per share       

(1)  Estimated solely for the purpose of calculating the 
     registration fee pursuant to Rule 457(c) and Rule 457(h).

                             Part II

Item 3.   Incorporation of Certain Documents by Reference.
-------   ------------------------------------------------

    The Company hereby incorporates into this Registration Statement, 
by reference, the following documents which have been filed with the 
Securities and Exchange Commission (the "Commission"):

(i)    The Company's Annual Report on Form 10-K for the fiscal  
       year ended 1998.

(ii)  The description of the Common Stock contained in the Company's  
      Registration Statement No. 333-29027 on Form S-4 filed with the 
      Commission on June 12, 1997.

     All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), subsequent to the effective date of this 
Registration Statement, prior to the filing of a post-effective 
amendment to this Registration Statement indicating that all 
securities offered hereby have been sold or deregistering all 
securities then remaining unsold, shall be deemed to be incorporated 
by reference herein and to be part hereof from the date of filing of 
such documents.  Any statement contained herein or in any document 
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 in any other 
subsequently filed document which 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.
-------   ---------------------------------------

	Certain legal matters with respect to the Common Stock offered 
hereby will be passed upon for the Company by Lawrence O'Donnell, III,
Vice President and General Counsel of the Company, Houston, Texas.  
Mr. O'Donnell beneficially owns approximately 35,473 shares of Common 
Stock and also has options to purchase 299,414 additional shares of 
Common Stock, of which 83,993 are currently exercisable.

Item 6.   Indemnification of Directors and Officers
-------   -----------------------------------------

	The Company's Restated Certificate of Incorporation contains a 
provision that eliminates the personal liability of a director to the 
Company and its stockholders for monetary damages for breach of his 
fiduciary duty as a director to the extent currently allowed under the 
Delaware General Corporation Law.  If a director were to breach such 
duty in performing his duties as a director, neither the Company nor 
its  stockholders  could  recover monetary  damages  from  the 
director, and the only course of action available to the Company's 
stockholders would be equitable remedies, such as an action to enjoin 
or rescind a transaction involving a breach of fiduciary duty.  To the 
extent certain claims against directors are limited to equitable 
remedies, the provision in the Company's 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.  In such a situation, it is possible that the 
stockholders and the Company would have no effective remedy against 
the directors.  Under the Company's Restated Certificate of 
Incorporation, liability for monetary damages remains for (i) any 
breach of the duty of loyalty to the Company 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 the Company's stock under Section 
174 of the Delaware General Corporation Law, or (iv) any transaction 
from which the director derived an improper personal benefit.  The 
Company's 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 the Company's directors shall be limited or 
eliminated to the fullest extent permitted by the amended Delaware 
General Corporation Law.

	Under Article III of the Company's Bylaws as currently in effect 
and an indemnification agreement with the Company's officers and 
directors (the "Indemnification Agreement"), each person who is or was 
a director or officer of the Company or a subsidiary of the Company, 
or who serves or served any other enterprise or organization at the 
request of the Company or a subsidiary of the Company, shall be 
indemnified by the Company to the full extent permitted by the 
Delaware General Corporation Law.

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

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

	If unsuccessful in defense of a suit brought by or in the right 
of the Company, where such suit is settled, such a person shall be 
indemnified under such law only against expenses (including attorneys' 
fees) actually and reasonably incurred in the defense or settlement of 
such suit if he acted in good faith and in a manner he reasonably 
believed to be in, or not opposed to, the best interests of the 
Company, except that if such person is adjudged to be liable in such a 
suit for negligence or misconduct in the performance of his duty to 
the Company, he cannot be made whole even 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 the 
Company's Bylaws.  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, the Company has agreed 
to provide, at all times during the two-year period following a 
"change in control" (as defined in the Indemnification Agreement) of 
the Company, irrevocable letters of credit in an aggregate amount not 
less than $25,000,000 for the benefit of the officers and directors of 
the Company to secure the Company's obligations under the 
Indemnification Agreement.

	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.

Item 7.   Exemption from Registration Claimed
-------   -----------------------------------

	Not applicable.

Item 8.   Exhibits
-------   --------

4.1  Restated Certificate of Incorporation (filed as Exhibit 3.1 to  
     Annual Report of Baker Hughes Incorporated on Form 10-K for the 
     fiscal year ended December 31, 1998 and incorporated herein by 
     reference).

4.2  Bylaws as amended December 2, 1998 (filed as Exhibit 3.2 to
     Annual Report of Baker Hughes Incorporated on Form 10-K for the 
     fiscal year ended December 31, 1998 and incorporated herein by 
     reference).

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

5.1  Opinion of Lawrence O'Donnell, III with respect to legality of 
     securities.

23.1 Consent of Deloitte and Touche LLP.

23.2 Consent of Lawrence O'Donnell, III (contained in Exhibit 5.1).

24.1 Powers of Attorney are included on the signature page of this 
     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) 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.

                  (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 the undertakings set forth in paragraphs 
     (a)(1)(i) and (a)(1)(ii) do not apply if 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 Exchange Act 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 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. 

     (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 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.

                            POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Lawrence O'Donnell, III and Max 
L. Lukens, 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, 
including without limitation any registration statement of the type 
contemplated by Rule 462(b) under the Securities Act of 1933, and to 
file the same, with all exhibits thereto and other documents in 
connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full 
power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he 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 of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized in the City of Houston, State of 
Texas, on March 23, 1999.

                                 BAKER HUGHES INCORPORATED



                                 By:  /s/ Max L. Lukens
                                 -------------------------------------
                                 Max L. Lukens
                                 Chairman of the Board, President and 
                                 Chief Executive Officer

  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
        ---------              -----                      ----
                        Chairman of the Board,
                       President, Chief Executive
// Max L. Lukens     Officer and Director (principal
--------------------       executive officer)           March 23, 1999
   (Max L. Lukens)


  Signature                     Title                      Date
  ---------                     -----                      ----

                      Senior Vice President and Chief			
                       Financial Officer (principal
/s/ E. L. Mattson           financial officer)          March 23, 1999
--------------------
   (E. L. Mattson)


                            Vice President-Tax and
                            Controller (principal
/s/ James W. Harris          accounting officer)        March 23, 1999
--------------------
   (James W. Harris)

    Signature                    Title                  Date
    ---------                    -----                  ----
/s/ Lester M. Alberthal, Jr.    Director               March 23, 1999
-----------------------------
    Lester M. Alberthal, Jr.

/s/ Victor G. Beghini           Director               March 23, 1999
-----------------------------
    Victor G. Beghini

/s/ Alton J. Brann              Director               March 23, 1999
-----------------------------
    Alton J. Brann

/s/ Joseph T. Casey             Director               March 23, 1999
-----------------------------
    Joseph T. Casey

/s/ Eunice M. Filter            Director               March 23, 1999
----------------------------
    Eunice M. Filter

/s/ Joe B. Foster               Director               March 23, 1999
----------------------------
    Joe B. Foster

/s/ Claire W. Gargalli          Director               March 23, 1999
-----------------------------
    Claire W. Gargalli

/s/ Richard D. Kinder           Director               March 23, 1999
----------------------------
    Richard D. Kinder

/s/                             Director			
----------------------------
    John F. Maher

/s/ James F. McCall             Director               March 23, 1999
----------------------------
    James F. McCall

/s/ H. John Riley, Jr.          Director               March 23, 1999
----------------------------
    H. John Riley, Jr.

/s/ John R. Russell             Director               March 23, 1999
-----------------------------
    John R. Russell

/s/ Charles L. Watson           Director               March 23, 1999
----------------------------
    Charles L. Watson 

/s/                             Director               
----------------------------
    Max P. Watson, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21722}]
{"company-data": {"conformed-name": "BAKER HUGHES INC", "cik": "0000808362", "assigned-sic": "3533", "irs-number": "760207995", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74897", "film-number": "99570862"}, "business-address": {"street1": "3900 ESSEX LANE", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7134398600"}, "mail-address": {"street1": "P O BOX 4740", "city": "HOUSTON", "state": "TX", "zip": "77210-4740"}}
As filed with the Securities and Exchange Commission on March 23, 1999 
                                             Registration No. 33-
---------------------------------------------------------------------
    

                    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 issuer as specified in its charter)

              DELAWARE                        76-0207995
    (State or other jurisdiction of        (I.R.S. Employer
    incorporation or organization)         Identification No.)

                             3900 Essex Lane
                          Houston, Texas 77027
      (Address, including zip code of Principal Executive Offices)
                      ---------------------------

         Baker Hughes Incorporated 1998 Employee Stock Option Plan
                        (Full title of the plans)
                       ---------------------------

                          Lawrence O'Donnell, III
                    Vice President and General Counsel
                         Baker Hughes Incorporated
                              3900 Essex Lane
                            Houston, Texas 77027
                   (Name and address of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
    ------------------------------------------------------------------
                                   Proposed    Proposed
      Title of                     Maximum      Maximum      Amount
     Securities     Amount         Offering    Aggregate       of 
       to be        to be          Price per   Offering   Registration
     Registered   Registered       Share(1)     Price(1)       Fee
     ----------   -------------    -----------  --------  ------------
 
     Common Stock,   3,500,000     $21.53     $75,355,000    $20,949
     $1.00 par       Shares
     value per share       

(1)  Estimated solely for the purpose of calculating the 
     registration fee pursuant to Rule 457(c) and Rule 457(h).

                             Part II

Item 3.   Incorporation of Certain Documents by Reference.
-------   ------------------------------------------------

    The Company hereby incorporates into this Registration Statement, 
by reference, the following documents which have been filed with the 
Securities and Exchange Commission (the "Commission"):

(i)    The Company's Annual Report on Form 10-K for the fiscal  
       year ended 1998.

(ii)  The description of the Common Stock contained in the Company's  
      Registration Statement No. 333-29027 on Form S-4 filed with the 
      Commission on June 12, 1997.

     All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), subsequent to the effective date of this 
Registration Statement, prior to the filing of a post-effective 
amendment to this Registration Statement indicating that all 
securities offered hereby have been sold or deregistering all 
securities then remaining unsold, shall be deemed to be incorporated 
by reference herein and to be part hereof from the date of filing of 
such documents.  Any statement contained herein or in any document 
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 in any other 
subsequently filed document which 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.
-------   ---------------------------------------

	Certain legal matters with respect to the Common Stock offered 
hereby will be passed upon for the Company by Lawrence O'Donnell, III,
Vice President and General Counsel of the Company, Houston, Texas.  
Mr. O'Donnell beneficially owns approximately 35,473 shares of Common 
Stock and also has options to purchase 299,414 additional shares of 
Common Stock, of which 83,993 are currently exercisable.

Item 6.   Indemnification of Directors and Officers
-------   -----------------------------------------

	The Company's Restated Certificate of Incorporation contains a 
provision that eliminates the personal liability of a director to the 
Company and its stockholders for monetary damages for breach of his 
fiduciary duty as a director to the extent currently allowed under the 
Delaware General Corporation Law.  If a director were to breach such 
duty in performing his duties as a director, neither the Company nor 
its  stockholders  could  recover monetary  damages  from  the 
director, and the only course of action available to the Company's 
stockholders would be equitable remedies, such as an action to enjoin 
or rescind a transaction involving a breach of fiduciary duty.  To the 
extent certain claims against directors are limited to equitable 
remedies, the provision in the Company's 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.  In such a situation, it is possible that the 
stockholders and the Company would have no effective remedy against 
the directors.  Under the Company's Restated Certificate of 
Incorporation, liability for monetary damages remains for (i) any 
breach of the duty of loyalty to the Company 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 the Company's stock under Section 
174 of the Delaware General Corporation Law, or (iv) any transaction 
from which the director derived an improper personal benefit.  The 
Company's 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 the Company's directors shall be limited or 
eliminated to the fullest extent permitted by the amended Delaware 
General Corporation Law.

	Under Article III of the Company's Bylaws as currently in effect 
and an indemnification agreement with the Company's officers and 
directors (the "Indemnification Agreement"), each person who is or was 
a director or officer of the Company or a subsidiary of the Company, 
or who serves or served any other enterprise or organization at the 
request of the Company or a subsidiary of the Company, shall be 
indemnified by the Company to the full extent permitted by the 
Delaware General Corporation Law.

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

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

	If unsuccessful in defense of a suit brought by or in the right 
of the Company, where such suit is settled, such a person shall be 
indemnified under such law only against expenses (including attorneys' 
fees) actually and reasonably incurred in the defense or settlement of 
such suit if he acted in good faith and in a manner he reasonably 
believed to be in, or not opposed to, the best interests of the 
Company, except that if such person is adjudged to be liable in such a 
suit for negligence or misconduct in the performance of his duty to 
the Company, he cannot be made whole even 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 the 
Company's Bylaws.  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, the Company has agreed 
to provide, at all times during the two-year period following a 
"change in control" (as defined in the Indemnification Agreement) of 
the Company, irrevocable letters of credit in an aggregate amount not 
less than $25,000,000 for the benefit of the officers and directors of 
the Company to secure the Company's obligations under the 
Indemnification Agreement.

	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.

Item 7.   Exemption from Registration Claimed
-------   -----------------------------------

	Not applicable.

Item 8.   Exhibits
-------   --------

4.1  Restated Certificate of Incorporation (filed as Exhibit 3.1 to  
     Annual Report of Baker Hughes Incorporated on Form 10-K for the 
     fiscal year ended December 31, 1998 and incorporated herein by 
     reference).

4.2  Bylaws as amended December 2, 1998 (filed as Exhibit 3.2 to
     Annual Report of Baker Hughes Incorporated on Form 10-K for the 
     fiscal year ended December 31, 1998 and incorporated herein by 
     reference).

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

5.1  Opinion of Lawrence O'Donnell, III with respect to legality of 
     securities.

23.1 Consent of Deloitte and Touche LLP.

23.2 Consent of Lawrence O'Donnell, III (contained in Exhibit 5.1).

24.1 Powers of Attorney are included on the signature page of this 
     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) 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.

                  (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 the undertakings set forth in paragraphs 
     (a)(1)(i) and (a)(1)(ii) do not apply if 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 Exchange Act 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 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. 

     (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 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.

                            POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Lawrence O'Donnell, III and Max 
L. Lukens, 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, 
including without limitation any registration statement of the type 
contemplated by Rule 462(b) under the Securities Act of 1933, and to 
file the same, with all exhibits thereto and other documents in 
connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full 
power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he 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 of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized in the City of Houston, State of 
Texas, on March 23, 1999.

                                 BAKER HUGHES INCORPORATED

                                 By:  /s/ Max L. Lukens
                                 -------------------------------------
                                 Max L. Lukens
                                 Chairman of the Board, President and 
                                 Chief Executive Officer

  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
        ---------              -----                      ----
                        Chairman of the Board,
                       President, Chief Executive
// Max L. Lukens     Officer and Director (principal
--------------------       executive officer)           March 23, 1999
   (Max L. Lukens)

  Signature                     Title                      Date
  ---------                     -----                      ----

                      Senior Vice President and Chief			
                       Financial Officer (principal
/s/ E. L. Mattson           financial officer)          March 23, 1999
--------------------
   (E. L. Mattson)

                            Vice President-Tax and
                            Controller (principal
/s/ James W. Harris          accounting officer)        March 23, 1999
--------------------
   (James W. Harris)

    Signature                    Title                  Date
    ---------                    -----                  ----
/s/ Lester M. Alberthal, Jr.    Director               March 23, 1999
-----------------------------
    Lester M. Alberthal, Jr.

/s/ Victor G. Beghini           Director               March 23, 1999
-----------------------------
    Victor G. Beghini

/s/ Alton J. Brann              Director               March 23, 1999
-----------------------------
    Alton J. Brann

/s/ Joseph T. Casey             Director               March 23, 1999
-----------------------------
    Joseph T. Casey

/s/ Eunice M. Filter            Director               March 23, 1999
----------------------------
    Eunice M. Filter

/s/ Joe B. Foster               Director               March 23, 1999
----------------------------
    Joe B. Foster

/s/ Claire W. Gargalli          Director               March 23, 1999
-----------------------------
    Claire W. Gargalli

/s/ Richard D. Kinder           Director               March 23, 1999
----------------------------
    Richard D. Kinder

/s/                             Director			
----------------------------
    John F. Maher

/s/ James F. McCall             Director               March 23, 1999
----------------------------
    James F. McCall

/s/ H. John Riley, Jr.          Director               March 23, 1999
----------------------------
    H. John Riley, Jr.

/s/ John R. Russell             Director               March 23, 1999
-----------------------------
    John R. Russell

/s/ Charles L. Watson           Director               March 23, 1999
----------------------------
    Charles L. Watson 

/s/                             Director               
----------------------------
    Max P. Watson, Jr.