As filed with the Securities and Exchange Commission on April 6, 1994

                                      Registration No. 33-_________

                 SECURITIES AND EXCHANGE COMMISSION                            
                     Washington, D.C.  20549
                            FORM S-8
                      REGISTRATION STATEMENT
                             UNDER
                    THE SECURITIES ACT OF 1933

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

            Delaware                                    75-0813641
 (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification No.)

         2001 Ross Avenue
           Dallas, Texas                                   75201
 (Address of Principal Executive Offices)               (Zip Code)

                       The M. W. Kellogg Company              
                      Employee Stock Purchase Plan
                       (Full title of the plan)                             

                            Rebecca Morris
                       Dresser Industries, Inc.
                          2001 Ross Avenue
                        Dallas, Texas  75201                                   
                (Name and address of agent for service)
                            (214) 740-6000                                     
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

 Title of each                                   Proposed  
  class of        Proposed       Proposed        maximum         Amount
  securities       Amount        maximum         aggregate        of
   to be           to be      offering price     offering      registration
 registered      registered     per share(1)      price            fee

   Common        100,000         $22.375       $2,237,500       $771.55
 Stock,par
   value
 $.25 per
 share (2) <PAGE>
 
 (1)  Estimated  pursuant to  Rules  457(c)  and (h)  solely for  purposes  of
      computing the registration  fee and based  upon the average of the 
      high and low sales  prices reported in the consolidated reporting
      system for the Common Stock on the New York Stock Exchange on
      March 30, 1994.
 (2)  Includes the Preferred Stock Purchase Rights associated  with the
      Common Stock. <PAGE>
 
                                            PART I


                     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note:  The  document(s) containing the employee benefit  plan information
 required by  Item 1  of this  Form and  the statement  of availability of
 Registrant information,  employee benefit  plan  information and  employee
 benefit  plan annual reports and other information required by Item  2 of
 this Form will be sent or given to  participants as  specified by  Rule 428.
 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 ("Commission") either as part of this Registration
 Statement or  as prospectuses or prospectus supplements pursuant to Rule 424.
 Registrant 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>
 
                                            PART II


                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     Item 3.     Incorporation of documents by reference.  

   The following documents, which Dresser  Industries, Inc. ("Dresser") has 
 filed with  the Commission  pursuant to  the Securities  Exchange Act  of
 1934,  as amended ("Exchange  Act")  (File   No.  1-4003),  are
 incorporated  by  reference in  this Registration Statement and shall be deemed
 to be a part hereof: 

     (a)  Dresser's  1993 Annual  Report on  Form 10-K  for  the fiscal  year
          ended October 31, 1993. 

     (b)  Dresser's Quarterly Report on Form 10-Q for the period ended 
          January  31, 1994.

    (c)   Dresser's  Current Reports on  Form 8-K dated December  9, 1993, 
										December 29, 1993 and January 28, 1994.

    (d)   Dresser's Current Report on  Form 8-K dated January 21, 1994,  as
          amended by  Amendment No. 1 to such Current Report  on Form 8-K/A
          dated March 10, 1994.

    (e)   The  description of  the Preferred  Stock  Purchase Rights 
          (including  a description  of Dresser's  Common Stock),  contained
          in  Dresser's Registration   Statement  on  Form  8-A  filed  with
          the  Commission  on August 30, 1990, as amended by Amendment No. 1
          on Form 8 filed on October 3, 1990.

     All  documents  subsequently  filed by  the  Company or  the  Plan
  pursuant to  Sections 13(a), 13(c),  14 and 15(d) of  the Exchange Act,  prior
  to the filing  of a  post-effective amendment 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 in this Registration Statement and to be a the date of filing
  of such documents.

     Any  statement  contained  in  this Registration  Statement  or  in a 
 document 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  amendment to this
 Registration  Statement or in any  document that  is  subsequently
 incorporated  by  reference herein  modifies  or supersedes such  statement.  
 Any  statement so  modified or superseded  shall deemed,  except  as  so
 modified  or  superseded,  to  constitute  a  part  of this Registration
 Statement. <PAGE>
 

     EXPERTS

     The  consolidated   financial  statements  of   Dresser  Industries, Inc. 
  and  Dresser-Rand Company included in Dresser's Annual Report on Form  10-K 
  for its fiscal year ended October 31, 1993, and the  supplemental
  consolidated financial statements of  Dresser and  its  subsidiaries
  included  in  Amendment No.  1  on  Form 8-K/A  to Dresser's  Current
  Report on Form 8-K dated  January 21, 1994, have been incorporated
  by  reference in  this Registration  Statement in  reliance on  the
  report of Price Waterhouse, independent accountants, given  on the authority
  of said  firm as experts in auditing and accounting. 

    The consolidated financial statements of Baroid Corporation and Subsidiaries
 at December  31, 1992  and for the  year then  ended, appearing  in Baroid 
 Corporation's Annual Report on Form 10-K for the year ended December 31, 1992, 
 have been audited by  Ernst & Young, independent auditors, and as of
 December 31, 1991, and for each of the two years  in the period ended 
 December 31, 1991, by Coopers &  Lybrand, independent auditors,  as set  forth 
 in  their respective reports  incorporated by reliance upon such  reports given
 upon the  authority of such firms  as experts accounting and auditing. 

   The supplemental consolidated  financial statements of  Baroid Corporation 
 and Subsidiaries appearing in Baroid  Corporation's Registration Statement 
 (Form  S-3 No. 33-60174) have been  audited by Ernst & Young, independent
 auditors,  as set forth in their  report included therein and incorporated
 herein by reference, and are based in part  on the  reports of  Arthur
 Andersen &  Co.  and Coopers &  Lybrand, independent auditors. 
 Such supplemental consolidated financial statements are incorporated
 by reference in reliance upon such reports given upon the authority of such
 firms  as experts in accounting and auditing.  

     Item 4.     Description of Securities.

           Not Applicable.

     Item 5.     Interests of Named Experts and Counsel.

           Not Applicable. 

     Item 6.     Indemnification of Directors and Officers.

       Pursuant to Section 145 of the Delaware  General Corporation  Law
 ("Section 145"), a corporation may indemnify any person who was or is a party 
 or is threatened to be made a party to any action,  suit, or proceeding (other 
 than an action by or in the right  of the corporation) by  reason of the fact 
 that he is or  was a director, officer, employee or agent of the corporation  
 or is or was serving at the request of the corporation as a director, officer, 
 employee or agent  of another corporation, partnership, joint venture,  trust
 or other  enterprise against  expenses (including attorneys'  fees),
 judgments, fines and amounts paid in settlement, act reasonably incurred by 
 him  in connection with such action, suit or proceeding 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 corporation, and,  with respect to any  criminal 
 action or proceeding, had no reasonable cause to believe his conduct was
 unlawful.   In an action by or in the right of the corporation, such 
 corporation may indemnify any such person against  expenses actually and
 reasonably  incurred by him in connection with the defense or  settlement of 
 such action or 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 corporation
 and except that no indemnification shall be made in respect of any claim,
 issue or matter as to which such  person is adjudged to be liable to the 
 corporation unless and only  to the extent that  the Delaware Court  of
 Chancery or the court in which such action or suit  was brought shall
 determine that, despite the adjudication of liability but in view of all
 the circumstances of the case, such person is fairly and reasonably 
 entitled to indemnity for such expenses, which the court shall deem proper. 
 Indemnification, unless ordered by the court, shall be made by the 
 corporation only  as  authorized in  the  specific  case upon  a 
 determination that indemnification of such person is proper in the
 circumstances because he has met the applicable standard  of conduct.
 Such  determination is  made (1) by  the board  of directors by  a majority
 vote of a quorum consisting of disinterested directors, or (2) by
 independent legal counsel in a written opinion,  or (3) by the stockholders. 
 To the extent that a director, officer, employee or agent of a  corporation
 has been successful on  the merits or  otherwise in  defense of any  such 
 matter,  Section 145 requires  that the corporation indemnify him against
 expenses actually and reasonably incurred by him in his defense.  Further, 
 expenses may be paid by  the corporation in advance of final disposition
 of the matter upon receipt of an undertaking by or on behalf of such
 director, officer, employee  or agent to repay such amount if it shall
 ultimately  be  determined  that  he  is  not  entitled  to  be  indemnified. 
 Such indemnification  and advancement  of expenses is  not deemed  exclusive of
 any other right to which  a director or officer might be  entitled under any 
 by-law, agreement, vote of  stockholders or  disinterested  directors or 
 otherwise.   Section 145  also empowers a corporation to purchase and maintain 
 insurance on behalf of any person who might  be indemnified thereunder whether 
 or not the corporation would have the power to indemnify him against such
 liability under such Section.

     Dresser  has   in  effect  an   amendment  to  its   Restated  Certificate 
  of Incorporation, providing  for indemnification of certain  persons including
  directors and officers to the fullest extent permitted under Section 145.

     Insurance  is maintained for  each  director and  officer of  Dresser
 covering certain losses he  may incur which arise by reason by his being a
 director or officer of Dresser or  a subsidiary corporation,  partnership, 
joint venture, trust  or other enterprise.

     Item 7.     Exemption from Registration Claimed.

          Not Applicable. <PAGE>
 

     Item 8.     Exhibits.

          The Exhibits  are listed  in the  Index to  Exhibits immediately 
						    preceding the Exhibits.

     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 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
       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 
 (and,  where applicable, each filing  of an employ benefit plan's annual 
 report pursuant to 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, <PAGE>
 
 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 governed by the final
 adjudication of such issue. <PAGE>
 
                                          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 Dallas, State of Texas, on 
 March 31, 1994.

                                         DRESSER INDUSTRIES, INC.


                                   By:   /s/GEORGE H. JUETTEN
                                         (George H. Juetten, Vice
                                         President and Controller)

     Pursuant to the requirements of  the Securities Act of 1933, this 
 registration statement has  been signed by  the following  person in the 
 capacities indicated on March 31, 1994.

         Signature                                          Title

   * JOHN J. MURPHY                             Chairman of the Board
  (John J. Murphy)                             (Principal Executive Officer)

  /s/ GEORGE H. JUETTEN                        Vice President - Controller
     (George H. Juetten)                       (Principal Accounting Officer)

   * B. D. ST. JOHN                            Vice Chairman of the Board
    (B. D. St. John)                           (Principal Financial Officer)

   * WILLIAM E. BRADFORD                       * J. LANDIS MARTIN
    (William E. Bradford, Director)             (J. Landis Martin, Director)

   * SAMUEL B. CASEY, JR.                      * LIONEL H. OLMER
    (Samuel B. Casey, Jr., Director)            (Lionel H. Olmer)

   * LAWRENCE S. EAGLEBURGER                   * JAY A. PRECOURT
    (Lawrence S. Eagleburger, Director)         (Jay A. Precourt, Director)

   * RAWLES FULGHAM                            * A. KENNETH PYE
    (Rawles Fulgham, Director)                  (A. Kenneth Pye, Director)

   * JOHN A. GAVIN                             * RICHARD W. VIESER
    (John A. Gavin, Director)                   (Richard W. Vieser, Director) <PAGE>
 

   * RAY L. HUNT
    (Ray L. Hunt, Director)


   *BY: /s/STANLEY E. MCGLOTHLIN
           Stanley E. McGlothlin
           (Attorney-In-Fact) <PAGE>
 

           Pursuant to the requirements of  the Securities Act of 1933, the 
  Administrative Committee of The M. W. Kellogg Company  Employee Stock 
  Purchase Plan has  duly caused this registration statement  to be signed on 
  its behalf by the undersigned, thereunto duly authorized, in the City of 
  Dallas, State of Texas, on March 31, 1994.


                                   THE M. W. KELLOGG COMPANY EMPLOYEE STOCK 
                                               PURCHASE PLAN



                                   By:   /s/ DAVID L. BARTLETT
                                             David L. Bartlett  
                                             Plan Administrator <PAGE>





                                       INDEX TO EXHIBITS

Exhibit
Number                        Description

4.1   Rights  Agreement dated August  16, 1990, between Dresser  Industries,
      Inc. and Harris Trust Company of New  York as Rights Agent.  (Incorporated
      by reference to Exhibit 1 to Registration Statement on Form 8-A filed on
      August 30, 1990, as amended by Amendment No. 1 on Form 8 filed on 
      October 3, 1990).

     *4.2  Form of The M.W. Kellogg Company Employee Stock Purchase Plan.

     *23.1 Consent of Price Waterhouse.

     *23.2 Consent of Ernst & Young.

     *23.3 Consent of Coopers & Lybrand.

     *23.4 Consent of Arthur Andersen.

     *24   Powers of Attorney

     _______________________
     *  Filed herewith.
<PAGE>
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{"company-data": {"conformed-name": "DRESSER INDUSTRIES INC /DE/", "cik": "0000030099", "assigned-sic": "3561", "irs-number": "750813641", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52989", "film-number": "94520390"}, "business-address": {"street1": "1600 PACIFIC", "street2": "P O BOX 718", "city": "DALLAS", "state": "TX", "zip": "75221", "phone": "2147406000"}, "mail-address": {"street1": "P.O. BOX 718", "city": "DALLAS", "state": "TX", "zip": "75221"}}
As filed with the Securities and Exchange Commission on April 6, 1994

                                      Registration No. 33-_________

                 SECURITIES AND EXCHANGE COMMISSION                            
                     Washington, D.C.  20549
                            FORM S-8
                      REGISTRATION STATEMENT
                             UNDER
                    THE SECURITIES ACT OF 1933

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

            Delaware                                    75-0813641
 (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification No.)

         2001 Ross Avenue
           Dallas, Texas                                   75201
 (Address of Principal Executive Offices)               (Zip Code)

                       The M. W. Kellogg Company              
                      Employee Stock Purchase Plan
                       (Full title of the plan)                             

                            Rebecca Morris
                       Dresser Industries, Inc.
                          2001 Ross Avenue
                        Dallas, Texas  75201                                   
                (Name and address of agent for service)
                            (214) 740-6000                                     
     (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

 Title of each                                   Proposed  
  class of        Proposed       Proposed        maximum         Amount
  securities       Amount        maximum         aggregate        of
   to be           to be      offering price     offering      registration
 registered      registered     per share(1)      price            fee

   Common        100,000         $22.375       $2,237,500       $771.55
 Stock,par
   value
 $.25 per
 share (2)
(1)  Estimated  pursuant to  Rules  457(c)  and (h)  solely for  purposes  of
      computing the registration  fee and based  upon the average of the 
      high and low sales  prices reported in the consolidated reporting
      system for the Common Stock on the New York Stock Exchange on
      March 30, 1994.
 (2)  Includes the Preferred Stock Purchase Rights associated  with the
      Common Stock.
PART I

                     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note:  The  document(s) containing the employee benefit  plan information
 required by  Item 1  of this  Form and  the statement  of availability of
 Registrant information,  employee benefit  plan  information and  employee
 benefit  plan annual reports and other information required by Item  2 of
 this Form will be sent or given to  participants as  specified by  Rule 428.
 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 ("Commission") either as part of this Registration
 Statement or  as prospectuses or prospectus supplements pursuant to Rule 424.
 Registrant 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.
PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.     Incorporation of documents by reference.  

   The following documents, which Dresser  Industries, Inc. ("Dresser") has 
 filed with  the Commission  pursuant to  the Securities  Exchange Act  of
 1934,  as amended ("Exchange  Act")  (File   No.  1-4003),  are
 incorporated  by  reference in  this Registration Statement and shall be deemed
 to be a part hereof: 

     (a)  Dresser's  1993 Annual  Report on  Form 10-K  for  the fiscal  year
          ended October 31, 1993. 

     (b)  Dresser's Quarterly Report on Form 10-Q for the period ended 
          January  31, 1994.

    (c)   Dresser's  Current Reports on  Form 8-K dated December  9, 1993, 
										December 29, 1993 and January 28, 1994.

    (d)   Dresser's Current Report on  Form 8-K dated January 21, 1994,  as
          amended by  Amendment No. 1 to such Current Report  on Form 8-K/A
          dated March 10, 1994.

    (e)   The  description of  the Preferred  Stock  Purchase Rights 
          (including  a description  of Dresser's  Common Stock),  contained
          in  Dresser's Registration   Statement  on  Form  8-A  filed  with
          the  Commission  on August 30, 1990, as amended by Amendment No. 1
          on Form 8 filed on October 3, 1990.

     All  documents  subsequently  filed by  the  Company or  the  Plan
  pursuant to  Sections 13(a), 13(c),  14 and 15(d) of  the Exchange Act,  prior
  to the filing  of a  post-effective amendment 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 in this Registration Statement and to be a the date of filing
  of such documents.

     Any  statement  contained  in  this Registration  Statement  or  in a 
 document 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  amendment to this
 Registration  Statement or in any  document that  is  subsequently
 incorporated  by  reference herein  modifies  or supersedes such  statement.  
 Any  statement so  modified or superseded  shall deemed,  except  as  so
 modified  or  superseded,  to  constitute  a  part  of this Registration
 Statement.
EXPERTS

     The  consolidated   financial  statements  of   Dresser  Industries, Inc. 
  and  Dresser-Rand Company included in Dresser's Annual Report on Form  10-K 
  for its fiscal year ended October 31, 1993, and the  supplemental
  consolidated financial statements of  Dresser and  its  subsidiaries
  included  in  Amendment No.  1  on  Form 8-K/A  to Dresser's  Current
  Report on Form 8-K dated  January 21, 1994, have been incorporated
  by  reference in  this Registration  Statement in  reliance on  the
  report of Price Waterhouse, independent accountants, given  on the authority
  of said  firm as experts in auditing and accounting. 

    The consolidated financial statements of Baroid Corporation and Subsidiaries
 at December  31, 1992  and for the  year then  ended, appearing  in Baroid 
 Corporation's Annual Report on Form 10-K for the year ended December 31, 1992, 
 have been audited by  Ernst & Young, independent auditors, and as of
 December 31, 1991, and for each of the two years  in the period ended 
 December 31, 1991, by Coopers &  Lybrand, independent auditors,  as set  forth 
 in  their respective reports  incorporated by reliance upon such  reports given
 upon the  authority of such firms  as experts accounting and auditing. 

   The supplemental consolidated  financial statements of  Baroid Corporation 
 and Subsidiaries appearing in Baroid  Corporation's Registration Statement 
 (Form  S-3 No. 33-60174) have been  audited by Ernst & Young, independent
 auditors,  as set forth in their  report included therein and incorporated
 herein by reference, and are based in part  on the  reports of  Arthur
 Andersen &  Co.  and Coopers &  Lybrand, independent auditors. 
 Such supplemental consolidated financial statements are incorporated
 by reference in reliance upon such reports given upon the authority of such
 firms  as experts in accounting and auditing.  

     Item 4.     Description of Securities.

           Not Applicable.

     Item 5.     Interests of Named Experts and Counsel.

           Not Applicable. 

     Item 6.     Indemnification of Directors and Officers.

       Pursuant to Section 145 of the Delaware  General Corporation  Law
 ("Section 145"), a corporation may indemnify any person who was or is a party 
 or is threatened to be made a party to any action,  suit, or proceeding (other 
 than an action by or in the right  of the corporation) by  reason of the fact 
 that he is or  was a director, officer, employee or agent of the corporation  
 or is or was serving at the request of the corporation as a director, officer, 
 employee or agent  of another corporation, partnership, joint venture,  trust
 or other  enterprise against  expenses (including attorneys'  fees),
 judgments, fines and amounts paid in settlement, act reasonably incurred by 
 him  in connection with such action, suit or proceeding 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 corporation, and,  with respect to any  criminal 
 action or proceeding, had no reasonable cause to believe his conduct was
 unlawful.   In an action by or in the right of the corporation, such 
 corporation may indemnify any such person against  expenses actually and
 reasonably  incurred by him in connection with the defense or  settlement of 
 such action or 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 corporation
 and except that no indemnification shall be made in respect of any claim,
 issue or matter as to which such  person is adjudged to be liable to the 
 corporation unless and only  to the extent that  the Delaware Court  of
 Chancery or the court in which such action or suit  was brought shall
 determine that, despite the adjudication of liability but in view of all
 the circumstances of the case, such person is fairly and reasonably 
 entitled to indemnity for such expenses, which the court shall deem proper. 
 Indemnification, unless ordered by the court, shall be made by the 
 corporation only  as  authorized in  the  specific  case upon  a 
 determination that indemnification of such person is proper in the
 circumstances because he has met the applicable standard  of conduct.
 Such  determination is  made (1) by  the board  of directors by  a majority
 vote of a quorum consisting of disinterested directors, or (2) by
 independent legal counsel in a written opinion,  or (3) by the stockholders. 
 To the extent that a director, officer, employee or agent of a  corporation
 has been successful on  the merits or  otherwise in  defense of any  such 
 matter,  Section 145 requires  that the corporation indemnify him against
 expenses actually and reasonably incurred by him in his defense.  Further, 
 expenses may be paid by  the corporation in advance of final disposition
 of the matter upon receipt of an undertaking by or on behalf of such
 director, officer, employee  or agent to repay such amount if it shall
 ultimately  be  determined  that  he  is  not  entitled  to  be  indemnified. 
 Such indemnification  and advancement  of expenses is  not deemed  exclusive of
 any other right to which  a director or officer might be  entitled under any 
 by-law, agreement, vote of  stockholders or  disinterested  directors or 
 otherwise.   Section 145  also empowers a corporation to purchase and maintain 
 insurance on behalf of any person who might  be indemnified thereunder whether 
 or not the corporation would have the power to indemnify him against such
 liability under such Section.

     Dresser  has   in  effect  an   amendment  to  its   Restated  Certificate 
  of Incorporation, providing  for indemnification of certain  persons including
  directors and officers to the fullest extent permitted under Section 145.

     Insurance  is maintained for  each  director and  officer of  Dresser
 covering certain losses he  may incur which arise by reason by his being a
 director or officer of Dresser or  a subsidiary corporation,  partnership, 
joint venture, trust  or other enterprise.

     Item 7.     Exemption from Registration Claimed.

          Not Applicable.
Item 8.     Exhibits.

          The Exhibits  are listed  in the  Index to  Exhibits immediately 
						    preceding the Exhibits.

     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 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
       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 
 (and,  where applicable, each filing  of an employ benefit plan's annual 
 report pursuant to 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 governed by the final
 adjudication of such issue.
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 Dallas, State of Texas, on 
 March 31, 1994.

                                         DRESSER INDUSTRIES, INC.

                                   By:   /s/GEORGE H. JUETTEN
                                         (George H. Juetten, Vice
                                         President and Controller)

     Pursuant to the requirements of  the Securities Act of 1933, this 
 registration statement has  been signed by  the following  person in the 
 capacities indicated on March 31, 1994.

         Signature                                          Title

   * JOHN J. MURPHY                             Chairman of the Board
  (John J. Murphy)                             (Principal Executive Officer)

  /s/ GEORGE H. JUETTEN                        Vice President - Controller
     (George H. Juetten)                       (Principal Accounting Officer)

   * B. D. ST. JOHN                            Vice Chairman of the Board
    (B. D. St. John)                           (Principal Financial Officer)

   * WILLIAM E. BRADFORD                       * J. LANDIS MARTIN
    (William E. Bradford, Director)             (J. Landis Martin, Director)

   * SAMUEL B. CASEY, JR.                      * LIONEL H. OLMER
    (Samuel B. Casey, Jr., Director)            (Lionel H. Olmer)

   * LAWRENCE S. EAGLEBURGER                   * JAY A. PRECOURT
    (Lawrence S. Eagleburger, Director)         (Jay A. Precourt, Director)

   * RAWLES FULGHAM                            * A. KENNETH PYE
    (Rawles Fulgham, Director)                  (A. Kenneth Pye, Director)

   * JOHN A. GAVIN                             * RICHARD W. VIESER
    (John A. Gavin, Director)                   (Richard W. Vieser, Director)
* RAY L. HUNT
    (Ray L. Hunt, Director)

   *BY: /s/STANLEY E. MCGLOTHLIN
           Stanley E. McGlothlin
           (Attorney-In-Fact)
Pursuant to the requirements of  the Securities Act of 1933, the 
  Administrative Committee of The M. W. Kellogg Company  Employee Stock 
  Purchase Plan has  duly caused this registration statement  to be signed on 
  its behalf by the undersigned, thereunto duly authorized, in the City of 
  Dallas, State of Texas, on March 31, 1994.

                                   THE M. W. KELLOGG COMPANY EMPLOYEE STOCK 
                                               PURCHASE PLAN

                                   By:   /s/ DAVID L. BARTLETT
                                             David L. Bartlett  
                                             Plan Administrator
INDEX TO EXHIBITS

Exhibit
Number                        Description

4.1   Rights  Agreement dated August  16, 1990, between Dresser  Industries,
      Inc. and Harris Trust Company of New  York as Rights Agent.  (Incorporated
      by reference to Exhibit 1 to Registration Statement on Form 8-A filed on
      August 30, 1990, as amended by Amendment No. 1 on Form 8 filed on 
      October 3, 1990).

     *4.2  Form of The M.W. Kellogg Company Employee Stock Purchase Plan.

     *23.1 Consent of Price Waterhouse.

     *23.2 Consent of Ernst & Young.

     *23.3 Consent of Coopers & Lybrand.

     *23.4 Consent of Arthur Andersen.

     *24   Powers of Attorney

     _______________________
     *  Filed herewith.