As filed with  the Securities  and Exchange Commission  on January  28,
    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              (I.R.S. Employer
         of incorporation or organization)        Identification Number)

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

                 SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
                               (Full title of the plan)
                                      __________

                                  Rebecca R. Morris
                   Vice President - Corporate Counsel and Secretary
                             c/o Dresser Industries, Inc.
                                   2001 Ross Avenue
                                 Dallas, Texas  75201
                              Telephone:  (214) 740-6000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service) <PAGE>
 





                                      Copies to:


            Jeremy W. Makarechian, Esq.            Clint E. Ables, Esq.
                 Kirkland & Ellis                   Baroid Corporation
             1999 Broadway, Suite 4000               2001 Ross Avenue
              Denver, Colorado  80202              Dallas, Texas 75201


                        Calculation of Registration Fee



                                                  Proposed
      Title of      Amount to       Proposed       maximum
     securities         be          maximum       aggregate      Amount of
       to be        registered     price per      offering     registratio
     registered      (1) (2)        share(3)       price(3)    n
                                                                   fee(4)  
    C o m m o n
    Stock,   par     600,000         $20.44      $12,264,000
    value   $.25                                                  $4,228
    per share


    (1)  In addition, pursuant to Rule 416(c),  this registration statement
         also  covers an indeterminate amount of interests to be offered or
         sold pursuant to the employee benefit plan described herein.
    (2)  The shares of common  stock being registered consist of  shares to
         be acquired by the  trustee pursuant to the plan  described herein
         for the account of participants.
    (3)  Calculated  pursuant to Rule 457(h), based  on an assumed purchase
         price of $22.19  per share,  which represents the  average of  the
         high  and  low   prices  of  such   securities  reported  in   the
         consolidated reporting system on January 18, 1994.
    (4)  Registration fee is calculated on  the basis of 1/29 of 1%  of the
         proposed maximum aggregate offering price of $12,264,000.
<PAGE>






                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Information  required by  Part I  to be  contained in  the Section
    10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
    accordance with Rule 428 under the  Securities Act of 1933, as  amended
    (the "Securities Act"), and the Note to Part I of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.   Incorporation of Certain Documents by Reference.

         The  following documents  filed with  the Securities  and Exchange
    Commission are incorporated herein by reference:

         (a)  The  Registrant's Annual Report on  Form 10-K for its  fiscal
    year  ended October  31, 1992, as  amended by  Amendment No.  1 to such
    Annual Report on Form 10-K/A dated June 2, 1993.

         (b)  The  Plan's Annual Report  on Form 11-K  for the fiscal  year
    ended December 31, 1992 filed on June 28, 1993.

         (c)   The  following reports  filed pursuant  to Section  13(a) or
    15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), since  the end  of the  fiscal year  covered  by the  Registrant
    document referred to in (a) above:

              (i)     the Registrant's Quarterly  Report on  Form 10-Q  for
              the period ended January  31, 1993, as  amended by  Amendment
              No. 1 to such Quarterly Report on  Form 10-Q/A dated June  2,
              1993;

              (ii)    the Registrant's  Quarterly Report  on Form  10-Q for
              the period ended April 30, 1993;
<PAGE>






              (iii)   the Registrant's  Quarterly Report  on Form  10-Q for
              the period ended July 31, 1993;

              (iv)    the Registrant's  Current  Report on  Form 8-K  dated
              February 26,  1993, as  amended by  Amendment No.  1 to  such
              Current Report on Form 8-K/A dated April 27, 1993;

              (v)     the  Registrant's Current  Report on  Form  8-K dated
              April 19, 1993;

              (vi)    the Registrant's  Current  Report on  Form 8-K  dated
              December 10, 1993; and

              (vii)   the  Registrant's Current  Report on  Form 8-K  dated
              December 29, 1993.

         (d)   The Registrant's Final  Prospectus dated December  16, 1993,
    filed  pursuant to  Rule 424(b)  under the Securities  Act of  1933, as
    amended (the "Securities Act");

         (e)  The description of the Registrant's Common Stock contained in
    Amendment No. 1 to the Registrant's Report on Form 8-A  filed on August
    30, 1990, as amended by Amendment No.  1 on Form 8 filed on October  3,
    1990,  pursuant to  Section 12(b)  of the  Exchange Act,  including any
    amendments   or  reports  filed  for   the  purpose  of  updating  such
    description.

              All  reports and  other documents  subsequently filed  by the
              Registrant 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  then offered
              hereby  have been  sold or  which deregisters  all securities
              then  remaining unsold, shall be deemed to be incorporated by
              reference herein and to be a part hereof from the date of the
              filing  of  such  reports   and  documents.    Any  statement
              contained  in  a  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 herein or
<PAGE>






              in  any  other  subsequently  filed document  which  also  is
              incorporated or deemed to be incorporated by reference herein
              modifies or supersedes such statement.  Any such statement so
              modified  or  superseded shall  not be  deemed, except  as so
              modified  or  superseded,  to   constitute  a  part  of  this
              Registration Statement.

    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 the  Plan, the  members of  the Pension  and Employee
    Benefits Committee of Baroid Corporation, and any director, officer  or
    employee of Baroid Corporation or any affiliated company who has served
    in a fiduciary capacity with respect to the Plan will be indemnified by
    Baroid  Corporation to the fullest  extent permitted by  the By-Laws of
    Baroid Corporation and by law against expenses (including the amount of
    any liability imposed in the  form of a money judgment,  civil penalty,
    or excise tax, as well as amounts paid in settlement  with the approval
    of Baroid Corporation) reasonably incurred by such person in connection
    with any action, suit or proceeding to which such person may be a party
    or  with which such person shall be  threatened by reason of his having
    served in a fiduciary capacity.

         Pursuant to Section  145 of the  Delaware General Corporation  Law
    ("DGCL"), a corporation may indemnify any  person who is or was 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
<PAGE>






    settlement, actually and 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
    proceeding,  had  no  reasonable  cause  to  believe  his  conduct  was
    unlawful.   In  an action  by or  in the  right  of the  corporation, a
    corporation may indemnify any such person against expenses actually and
    reasonably incurred by him in connection with the defense or settlement
    of such action  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 or issue 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 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
<PAGE>






    thereunder  whether  or not  the corporation  would  have the  power to
    indemnify him against such liability under such Section.

         The  Registrant's  Restated   Certificate  of  Incorporation,   as
    amended,  provides  for indemnification  of  certain  persons including
    directors  and officers to  the fullest extent  permitted under Section
    145 of the DGCL.

         Insurance  is  maintained  by  the  Registrant  covering   certain
    expenses, liabilities or losses which may be  incurred by any person by
    reason  of his  being a  director  or officer  of the  Registrant or  a
    subsidiary  corporation,  partnership, joint  venture,  trust  or other
    enterprise.

    Item 7.   Exemption from Registration Claimed.

         Not applicable.

    Item 8.   Exhibits.

         Reference is made  to the Exhibit Index  that immediately precedes
    the exhibits filed with this Registration Statement.

         In lieu of the opinion  of counsel or an Internal  Revenue Service
    ("IRS")  determination  letter   contemplated  by  Item   601(b)(5)  of
    Regulation S-K,  the Registrant hereby  undertakes that it  will submit
    any  amendments to  the Plan  to the  IRS in  a timely manner  (and the
    Registrant understands  that Baroid Corporation has  submitted the Plan
    and all amendments to the Plan through the date hereof to the IRS  in a
    timely  manner),  and the  Registrant will  make  any changes  (and the
    Registrant  understands  that  Baroid  Corporation has  made  any  such
    changes)  requested  by the  IRS  in order  to qualify  the  Plan under
    Section 401 of the Internal Revenue Code.
<PAGE>






    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;

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

              (2)  That, for the purpose of determining any liability under
              the  Securities Act, 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.
<PAGE>






              (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 further  undertakes that,
    for the purposes of determining any liability under 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 any 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 herein,  and the offering
    of such securities at that time shall be deemed to be the  initial bona
    fide offering thereof.

         (c)  Insofar as the 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 (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.
<PAGE>






                                   SIGNATURES


    The Registrant

              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 the ____ day of January, 1994.

                                  DRESSER INDUSTRIES, INC.


                                  By:  /s/ GEORGE H. JUETTEN
                                       George H. Juetten,
                                       Vice President - Controller
<PAGE>






              Pursuant to  the requirements of the Securities  Act of 1933,
    this  Registration Statement  on  Form  S-8  has  been  signed  by  the
    following persons in the capacities and as of the date indicated.
                                
           Signature                    Title                    Date

    *JOHN J. MURPHY          Chairman of the Board        January 28, 1994
    John J. Murphy           (Principal Executive
                              Officer)

    *B. D. ST. JOHN          Vice Chairman                January 28, 1994
    B. D. St. John           (Principal Accounting
                             Officer)

    /S/GEORGE H. JUETTEN     Vice President -             January 28, 1994
    George H. Juetten        Controller (Principal
                             Accounting Officer)

    *WILLIAM E. BRADFORD     Director                     January 28, 1994
    William E. Bradford

    *SAMUEL B. CASEY         Director                     January 28, 1994
    Samuel B. Casey

                             Director                     January __, 1994
    Lawrence  Eagleburger

    *RAWLES FULGHAM          Director                     January 28, 1994
    Rawles Fulgham

    *JOHN A. GAVIN           Director                     January 28, 1994
    John A. Gavin

    *RAY L. HUNT             Director                     January 28, 1994
    Ray L. Hunt

    *J. LANDIS MARTIN        Director                     January 29, 1994
    J. Landis Martin
<PAGE>






    *W. GEORGE NANCARROW     Director                     January 28, 1994
    W. George Nancarrow

    *LIONEL H. OLMER         Director                     January 28, 1994
    Lionel H. Olmer

    *JAY A. PRECOURT         Director                     January 28, 1994
    Jay A. Precourt

    *A. KENNETH PYE          Director                     January 28, 1994
    A. Kenneth Pye

    *RICHARD W. VIESER       Director                     January 28, 1994
    Richard W. Vieser

                             


    *By: /s/STANLEY E. MCGLOTHLIN
         Stanley E. McGlothlin
<PAGE>






                               INDEX TO EXHIBITS

               
               
     Exhibit                                              Sequentially
     Number                Description

       4.1     Form of Saving  Plan for  Employees
               of  Baroid Corporation,  as amended
               and restated effective July 1, 1990
               (Incorporated   by   Reference   to
               Exhibit  4.1 to  Baroid Corporation
               Registration  No. 33-37463  on Form
                S-8)

       4.2     First Amendment to Savings Plan for
               Employees  of   Baroid  Corporation
               (Incorporated   by   Reference   to
               Exhibit  4.2 to  Baroid Corporation
               Registration  No. 33-37463  on Form
                S-8

       4.3     Second  Amendment  to Savings  Plan
               for Employees of Baroid Corporation
               (Incorporated   by   Reference   to
               Exhibit  4.2 to  Baroid Corporation
               Registration  No. 33-37463  on Form
                S-8)

      *4.4     Third Amendment to Savings Plan for
               Employees of Baroid Corporation

      *4.5     IRS  Required Amendment  to Savings
               Plan   for   Employees  of   Baroid
               Corporation
<PAGE>







       4.6     Savings   Plan  for   Employees  of
               Baroid Corporation  Trust Agreement
               between Merrill Lynch Trust Company
               and Baroid  Corporation, dated July
               1,  1990, as  amended (Incorporated
               by  Reference  to  Exhibit  4.4  to
               Baroid Corporation Registration No.
               33-37463 on Form S-8)

      *23.1    Consent of Price Waterhouse

      *23.2    Consent of KPMG Peat Marwick

      *23.3    Consent of Ernst & Young

      *23.4    Consent of Coopers & Lybrand

      *23.5    Consent of Arthur Andersen

       *24     Powers of Attorney
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "SAVINGS PLAN FOR EMPLOYEES OF BARIOD CORPORATION", "secsgml_size_bytes": 23393}]
{"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": "033-52067", "film-number": "94503507"}, "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 January  28,
    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              (I.R.S. Employer
         of incorporation or organization)        Identification Number)

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

                 SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
                               (Full title of the plan)
                                      __________

                                  Rebecca R. Morris
                   Vice President - Corporate Counsel and Secretary
                             c/o Dresser Industries, Inc.
                                   2001 Ross Avenue
                                 Dallas, Texas  75201
                              Telephone:  (214) 740-6000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
Copies to:

            Jeremy W. Makarechian, Esq.            Clint E. Ables, Esq.
                 Kirkland & Ellis                   Baroid Corporation
             1999 Broadway, Suite 4000               2001 Ross Avenue
              Denver, Colorado  80202              Dallas, Texas 75201

                        Calculation of Registration Fee

                                                  Proposed
      Title of      Amount to       Proposed       maximum
     securities         be          maximum       aggregate      Amount of
       to be        registered     price per      offering     registratio
     registered      (1) (2)        share(3)       price(3)    n
                                                                   fee(4)  
    C o m m o n
    Stock,   par     600,000         $20.44      $12,264,000
    value   $.25                                                  $4,228
    per share

    (1)  In addition, pursuant to Rule 416(c),  this registration statement
         also  covers an indeterminate amount of interests to be offered or
         sold pursuant to the employee benefit plan described herein.
    (2)  The shares of common  stock being registered consist of  shares to
         be acquired by the  trustee pursuant to the plan  described herein
         for the account of participants.
    (3)  Calculated  pursuant to Rule 457(h), based  on an assumed purchase
         price of $22.19  per share,  which represents the  average of  the
         high  and  low   prices  of  such   securities  reported  in   the
         consolidated reporting system on January 18, 1994.
    (4)  Registration fee is calculated on  the basis of 1/29 of 1%  of the
         proposed maximum aggregate offering price of $12,264,000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  required by  Part I  to be  contained in  the Section
    10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
    accordance with Rule 428 under the  Securities Act of 1933, as  amended
    (the "Securities Act"), and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.   Incorporation of Certain Documents by Reference.

         The  following documents  filed with  the Securities  and Exchange
    Commission are incorporated herein by reference:

         (a)  The  Registrant's Annual Report on  Form 10-K for its  fiscal
    year  ended October  31, 1992, as  amended by  Amendment No.  1 to such
    Annual Report on Form 10-K/A dated June 2, 1993.

         (b)  The  Plan's Annual Report  on Form 11-K  for the fiscal  year
    ended December 31, 1992 filed on June 28, 1993.

         (c)   The  following reports  filed pursuant  to Section  13(a) or
    15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), since  the end  of the  fiscal year  covered  by the  Registrant
    document referred to in (a) above:

              (i)     the Registrant's Quarterly  Report on  Form 10-Q  for
              the period ended January  31, 1993, as  amended by  Amendment
              No. 1 to such Quarterly Report on  Form 10-Q/A dated June  2,
              1993;

              (ii)    the Registrant's  Quarterly Report  on Form  10-Q for
              the period ended April 30, 1993;
(iii)   the Registrant's  Quarterly Report  on Form  10-Q for
              the period ended July 31, 1993;

              (iv)    the Registrant's  Current  Report on  Form 8-K  dated
              February 26,  1993, as  amended by  Amendment No.  1 to  such
              Current Report on Form 8-K/A dated April 27, 1993;

              (v)     the  Registrant's Current  Report on  Form  8-K dated
              April 19, 1993;

              (vi)    the Registrant's  Current  Report on  Form 8-K  dated
              December 10, 1993; and

              (vii)   the  Registrant's Current  Report on  Form 8-K  dated
              December 29, 1993.

         (d)   The Registrant's Final  Prospectus dated December  16, 1993,
    filed  pursuant to  Rule 424(b)  under the Securities  Act of  1933, as
    amended (the "Securities Act");

         (e)  The description of the Registrant's Common Stock contained in
    Amendment No. 1 to the Registrant's Report on Form 8-A  filed on August
    30, 1990, as amended by Amendment No.  1 on Form 8 filed on October  3,
    1990,  pursuant to  Section 12(b)  of the  Exchange Act,  including any
    amendments   or  reports  filed  for   the  purpose  of  updating  such
    description.

              All  reports and  other documents  subsequently filed  by the
              Registrant 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  then offered
              hereby  have been  sold or  which deregisters  all securities
              then  remaining unsold, shall be deemed to be incorporated by
              reference herein and to be a part hereof from the date of the
              filing  of  such  reports   and  documents.    Any  statement
              contained  in  a  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 herein or
in  any  other  subsequently  filed document  which  also  is
              incorporated or deemed to be incorporated by reference herein
              modifies or supersedes such statement.  Any such statement so
              modified  or  superseded shall  not be  deemed, except  as so
              modified  or  superseded,  to   constitute  a  part  of  this
              Registration Statement.

    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 the  Plan, the  members of  the Pension  and Employee
    Benefits Committee of Baroid Corporation, and any director, officer  or
    employee of Baroid Corporation or any affiliated company who has served
    in a fiduciary capacity with respect to the Plan will be indemnified by
    Baroid  Corporation to the fullest  extent permitted by  the By-Laws of
    Baroid Corporation and by law against expenses (including the amount of
    any liability imposed in the  form of a money judgment,  civil penalty,
    or excise tax, as well as amounts paid in settlement  with the approval
    of Baroid Corporation) reasonably incurred by such person in connection
    with any action, suit or proceeding to which such person may be a party
    or  with which such person shall be  threatened by reason of his having
    served in a fiduciary capacity.

         Pursuant to Section  145 of the  Delaware General Corporation  Law
    ("DGCL"), a corporation may indemnify any  person who is or was 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, actually and 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
    proceeding,  had  no  reasonable  cause  to  believe  his  conduct  was
    unlawful.   In  an action  by or  in the  right  of the  corporation, a
    corporation may indemnify any such person against expenses actually and
    reasonably incurred by him in connection with the defense or settlement
    of such action  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 or issue 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 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.

         The  Registrant's  Restated   Certificate  of  Incorporation,   as
    amended,  provides  for indemnification  of  certain  persons including
    directors  and officers to  the fullest extent  permitted under Section
    145 of the DGCL.

         Insurance  is  maintained  by  the  Registrant  covering   certain
    expenses, liabilities or losses which may be  incurred by any person by
    reason  of his  being a  director  or officer  of the  Registrant or  a
    subsidiary  corporation,  partnership, joint  venture,  trust  or other
    enterprise.

    Item 7.   Exemption from Registration Claimed.

         Not applicable.

    Item 8.   Exhibits.

         Reference is made  to the Exhibit Index  that immediately precedes
    the exhibits filed with this Registration Statement.

         In lieu of the opinion  of counsel or an Internal  Revenue Service
    ("IRS")  determination  letter   contemplated  by  Item   601(b)(5)  of
    Regulation S-K,  the Registrant hereby  undertakes that it  will submit
    any  amendments to  the Plan  to the  IRS in  a timely manner  (and the
    Registrant understands  that Baroid Corporation has  submitted the Plan
    and all amendments to the Plan through the date hereof to the IRS  in a
    timely  manner),  and the  Registrant will  make  any changes  (and the
    Registrant  understands  that  Baroid  Corporation has  made  any  such
    changes)  requested  by the  IRS  in order  to qualify  the  Plan under
    Section 401 of the Internal Revenue Code.
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;

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

              (2)  That, for the purpose of determining any liability under
              the  Securities Act, 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 further  undertakes that,
    for the purposes of determining any liability under 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 any 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 herein,  and the offering
    of such securities at that time shall be deemed to be the  initial bona
    fide offering thereof.

         (c)  Insofar as the 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 (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.
SIGNATURES

    The Registrant

              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 the ____ day of January, 1994.

                                  DRESSER INDUSTRIES, INC.

                                  By:  /s/ GEORGE H. JUETTEN
                                       George H. Juetten,
                                       Vice President - Controller
Pursuant to  the requirements of the Securities  Act of 1933,
    this  Registration Statement  on  Form  S-8  has  been  signed  by  the
    following persons in the capacities and as of the date indicated.
                                
           Signature                    Title                    Date

    *JOHN J. MURPHY          Chairman of the Board        January 28, 1994
    John J. Murphy           (Principal Executive
                              Officer)

    *B. D. ST. JOHN          Vice Chairman                January 28, 1994
    B. D. St. John           (Principal Accounting
                             Officer)

    /S/GEORGE H. JUETTEN     Vice President -             January 28, 1994
    George H. Juetten        Controller (Principal
                             Accounting Officer)

    *WILLIAM E. BRADFORD     Director                     January 28, 1994
    William E. Bradford

    *SAMUEL B. CASEY         Director                     January 28, 1994
    Samuel B. Casey

                             Director                     January __, 1994
    Lawrence  Eagleburger

    *RAWLES FULGHAM          Director                     January 28, 1994
    Rawles Fulgham

    *JOHN A. GAVIN           Director                     January 28, 1994
    John A. Gavin

    *RAY L. HUNT             Director                     January 28, 1994
    Ray L. Hunt

    *J. LANDIS MARTIN        Director                     January 29, 1994
    J. Landis Martin
*W. GEORGE NANCARROW     Director                     January 28, 1994
    W. George Nancarrow

    *LIONEL H. OLMER         Director                     January 28, 1994
    Lionel H. Olmer

    *JAY A. PRECOURT         Director                     January 28, 1994
    Jay A. Precourt

    *A. KENNETH PYE          Director                     January 28, 1994
    A. Kenneth Pye

    *RICHARD W. VIESER       Director                     January 28, 1994
    Richard W. Vieser

                             

    *By: /s/STANLEY E. MCGLOTHLIN
         Stanley E. McGlothlin
INDEX TO EXHIBITS

               
               
     Exhibit                                              Sequentially
     Number                Description

       4.1     Form of Saving  Plan for  Employees
               of  Baroid Corporation,  as amended
               and restated effective July 1, 1990
               (Incorporated   by   Reference   to
               Exhibit  4.1 to  Baroid Corporation
               Registration  No. 33-37463  on Form
                S-8)

       4.2     First Amendment to Savings Plan for
               Employees  of   Baroid  Corporation
               (Incorporated   by   Reference   to
               Exhibit  4.2 to  Baroid Corporation
               Registration  No. 33-37463  on Form
                S-8

       4.3     Second  Amendment  to Savings  Plan
               for Employees of Baroid Corporation
               (Incorporated   by   Reference   to
               Exhibit  4.2 to  Baroid Corporation
               Registration  No. 33-37463  on Form
                S-8)

      *4.4     Third Amendment to Savings Plan for
               Employees of Baroid Corporation

      *4.5     IRS  Required Amendment  to Savings
               Plan   for   Employees  of   Baroid
               Corporation
4.6     Savings   Plan  for   Employees  of
               Baroid Corporation  Trust Agreement
               between Merrill Lynch Trust Company
               and Baroid  Corporation, dated July
               1,  1990, as  amended (Incorporated
               by  Reference  to  Exhibit  4.4  to
               Baroid Corporation Registration No.
               33-37463 on Form S-8)

      *23.1    Consent of Price Waterhouse

      *23.2    Consent of KPMG Peat Marwick

      *23.3    Consent of Ernst & Young

      *23.4    Consent of Coopers & Lybrand

      *23.5    Consent of Arthur Andersen

       *24     Powers of Attorney