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                                                                   EXHIBIT 10.5



                             AMENDMENT NO. 1 TO THE
                       WESTERN ATLAS INTERNATIONAL, INC.
                            BENEFIT RESTORATION PLAN


         Pursuant to the provisions of Section 4.1 thereof, the Western Atlas
International, Inc. Benefit Restoration Plan made effective as of January 1,
1991 (the "Plan"), is hereby amended in the following respects only:

         FIRST:  Section 1.1 of the Plan is hereby amended to add a new
paragraph  (l) at the end thereof to read as follows:

                  (l)  "Change of Control" means:

                           (i) An acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Securities Exchange Act of 1934, as amended [the
                  "Exchange Act"] (a "Person") of beneficial ownership (within
                  the meaning of Rule 13d-3 promulgated under the Exchange Act)
                  of 30 percent or more of either (1) the then outstanding
                  shares of common stock of Western Atlas Inc. [the
                  "Corporation"] (the "Outstanding Corporation Common Stock")
                  or (2) the combined voting power of the then outstanding
                  voting securities of the Corporation entitled to vote
                  generally in the election of directors (the "Outstanding
                  Corporation Voting Securities"); excluding, however, the
                  following acquisitions of Outstanding Corporation Common
                  Stock and Outstanding Corporation Voting Securities: (A) any
                  acquisition directly from the Corporation other than an
                  acquisition by virtue of the exercise of a conversion
                  privilege unless the security being so converted was itself
                  acquired directly from the Corporation; (B) any acquisition
                  by the Corporation; (C) any acquisition by any employee
                  benefit plan (or related trust) sponsored or maintained by
                  the Corporation or any corporation controlled by the
                  Corporation; or (D) any acquisition by any Person pursuant to
                  a transaction which complies with clauses (1), (2), and (3)
                  of paragraph (iii) of this Section; or

                           (ii) Individuals who, as of the effective date
                  hereof constitute the Board of Directors of the Corporation
                  (the "Incumbent Board"), cease for any reason to constitute
                  at least a majority of the Board of Directors of the
                  Corporation; provided, however, that any individual who
                  becomes a member of the Board of Directors of the Corporation
                  subsequent to the effective date hereof whose election, or
                  nomination for election by the Corporation's shareholders,
                  was approved by a vote of at least a majority of the
                  directors then comprising the Incumbent Board shall be
                  considered as though such individual were a member of the
                  Incumbent Board, but provided further that any such
                  individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest (as
                  such terms are used in Rule 14a-11 of Regulation 14A
                  promulgated under the Exchange Act) or other actual or
                  threatened solicitation of proxies or consents by or on
                  behalf of a Person other than the Board of Directors of the
                  Corporation shall not be so considered as a member of the
                  Incumbent Board; or;



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                           (iii) The approval by the shareholders of the
                  Corporation of a reorganization, merger or consolidation or
                  sale or other disposition of all or substantially all of the
                  assets of the Corporation ("Business Combination"), or if
                  consummation of such Business Combination is subject, at the
                  time of such approval by shareholders, to the consent of any
                  government or governmental agency, the obtaining of such
                  consent (either explicitly or implicitly by consummation);
                  excluding, however, such Business Combination pursuant to
                  which: (1) all or substantially all of the individuals and
                  entities who are the beneficial owners, respectively, of the
                  Outstanding Corporation Common Stock and Outstanding
                  Corporation Voting Securities immediately prior to such
                  Business Combination, will beneficially own, directly or
                  indirectly, more than 60 percent of, respectively, the
                  outstanding shares of common stock and the combined voting
                  power of the outstanding voting securities entitled to vote
                  generally in the election of directors, as the case may be,
                  of the corporation resulting from such Business Combination
                  (including, without limitation, a corporation which as a
                  result of such transaction owns the Corporation or all or
                  substantially all of the Corporation's assets either directly
                  or through one or more subsidiaries) in substantially the
                  same proportions as their ownership, immediately prior to
                  such Business Combination of the Outstanding Corporation
                  Common Stock and Outstanding Corporation Voting Securities,
                  as the case may be; (2) no Person (other than any employee
                  benefit plan (or related trust) sponsored or maintained by
                  the Corporation or any corporation controlled by the
                  Corporation or such corporation resulting from such Business
                  Combination) will beneficially own, directly or indirectly,
                  30 percent or more of, respectively, the outstanding shares
                  of common stock of the corporation resulting from such
                  Business Combination or the combined voting power of the
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors except to the
                  extent that such ownership existed with respect to the
                  Corporation prior to the Business Combination; and (3) at
                  least a majority of the members of the board of directors of
                  the corporation resulting from such Business Combination will
                  have been members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board of Directors of the Corporation, providing for such
                  Business Combination; or

                           (iv) Approval by the shareholders of the Corporation
                  of a complete liquidation or dissolution of the Corporation.




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         SECOND:  Article  III of the Plan is hereby amended to add a new
Section at the end thereof to read as follows:

                  Section  3.5  Change of Control Provisions.  Any provision of
         this Plan to the contrary notwithstanding:

                           (a) Upon a Change of Control and thereafter, the
                  amounts credited to a Participant's Matching Account and
                  Profit Sharing Account shall be deemed to be fully vested and
                  non-forfeitable regardless of whether such Participant is
                  fully vested in the amounts credited to his or her Matching
                  Contribution Account or Employer Contribution Account under
                  the Profit Sharing Plan.

                           (b) If a Participant is a party to a Change of
                  Control Employment Agreement with Western Atlas Inc., and
                  during the Employment Period (within the meaning of such
                  Agreement) such Participant's employment covered by such
                  Agreement is terminated other than for Cause or Disability
                  (within the meanings of such Agreement) or such Participant
                  terminates such employment for Good Reason (within the
                  meaning of such Agreement), (i) an amount equal to any amount
                  thereafter forfeited by such Participant under the Profit
                  Sharing Plan shall be paid by the Company to such Participant
                  in cash within sixty days following such forfeiture, and (ii)
                  if such Participant is not eligible for an allocation of the
                  employer's contribution, if any, to be made to the Profit
                  Sharing Plan for the year in which such termination of
                  employment occurs, then within sixty days following such
                  termination, the Company shall pay to such Participant an
                  amount in cash equal to 15% of such Participant's
                  Compensation (within the meaning of the Profit Sharing Plan)
                  for such year.

                           (c) If a Participant is a participant in the Western
                  Atlas Inc. Executive Severance Plan and becomes entitled to
                  receive Separation Benefits (within the meaning of such
                  Executive Severance Plan) thereunder, (i) an amount equal to
                  any amount thereafter forfeited by such Participant under the
                  Profit Sharing Plan shall be distributed by the Company to
                  such Participant in cash within sixty days following the date
                  of such forfeiture, and (ii) if such Participant is not
                  eligible for an allocation of the employer's contribution, if
                  any, to be made to the Profit Sharing Plan for the year in
                  which such termination of employment occurs, then within
                  sixty days following such termination, the Company shall pay
                  to such Participant an amount in cash equal to 15% of such
                  Participant's Compensation (within the meaning of the Profit
                  Sharing Plan) for such year.


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         IN WITNESS WHEREOF, this Amendment has been executed as of the 18th
day of February, 1998, to be effective as of January 1, 1998.



                                               WESTERN ATLAS INTERNATIONAL INC.



                                        By:      /s/ William H. Flores
                                               --------------------------------
                                        Title:   Senior Vice President
                                               --------------------------------










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