Exhibit 4.1




                          BAKER HUGHES INCORPORATED

			SUPPLEMENTAL RETIREMENT PLAN

               (Amended and Restated through December 4, 1996)

  
                                TABLE OF CONTENTS

        ARTICLE                                               PAGE


I    -  Definitions and Construction                          I-1

II   -  Participation                                        II-1

III  -  Account Credits and Allocations of Income or Loss   III-1

IV   -  Deemed Investment of Funds                           IV-1

V    -  Determination of Vested Interest and Forfeitures      V-1

VI   -  In-Service Distributions                             VI-1

VII  -  Termination Benefits                                VII-1

VIII -  Administration of the Plan                         VIII-1

IX   -  Administration of Funds                              IX-1

X    -  Nature of the Plan                                    X-1

XI   -  Adopting Entities                                    XI-1

XII  -  Miscellaneous                                       XII-1

                                I
                               
                Definitions and Construction
                ----------------------------

        1.1     Definitions.  The capitalized words or terms used in
the Plan and which are not otherwise defined herein shall have 
the same meanings as such words or terms have in the Baker 
Hughes Incorporated Thrift Plan, as the same may be amended
from time to time.  Where the following words and phrases 
appear in the Plan,they shall have the respective meanings set 
forth below, unless their context clearly indicates to the 
contrary.

(1)     Account(s):  A Member's Base Contribution Account and/or
        General Account, including the amounts credited thereto.

(2)     Affiliate:  Each trade or business (whether or not 
        incorporated) which together with the Company would be 
        deemed to be a "single employer" within the meaning of 
        subsections (b), (c), (m) or (o) of section 414 of the 
        Code.

(3)     Base Contribution Account:  An individual account for each
        Member to which is credited the Company Deferrals made on 
        his behalf pursuant to Section 3.2(b) and (c) and pursuant 
        to Section 3.2(d) attributable to "Employer Base 
        Contributions" and "Employer Supplemental Base 
        Contributions" under the Thrift Plan and which is credited 
        (or debited) for such account's allocation of net income 
        (or net loss) as provided in Section 3.3.

(4)     Code:  The Internal Revenue Code of 1986, as amended.

(5)	Company:  Baker Hughes Incorporated and any other adopting 
        entity which adopts the Plan pursuant to the provisions of 
        Article XI.

(6)	Company Deferrals:  Deferrals made by the Company on a 
        Member's behalf pursuant to Section 3.2.

(7)	Directors:  The Board of Directors of Baker Hughes Incorporated.

(8)	Effective Date:  January 1, 1995, as to this restatement of the Plan.

(9)	Eligible Employee:  Any individual who is employed by the Company
        in a position with an executive salary grade.

(10)	Entry Date:  The first day of each Plan Year.

(11)	Excess Compensation:  A Member's Excess Compensation for each
        calendar month in a Plan Year shall be equal to one-twelfth of
        the amount by which his (A) "Compensation" for such year as
        defined under the Thrift Plan, but including amounts the Member
        could have received in cash in lieu of Member Deferrals pursuant
        to Section 3.1, and without regard to the maximum dollar
        limitation of section 401(a)(17) of the Code, exceeds (B) his
        "Compensation" as defined under the Thrift Plan for such year.

(12)	Funds:  The investment funds designated from time to time
        for the deemed investment of Accounts pursuant to Article IV.

(13)    General Account:  An individual account for each Member to
        which is credited his Member Deferrals pursuant to Section
        3.1 and his Company Deferrals made on his behalf pursuant to
        Section 3.2(a) and pursuant to Section 3.2(d) attributable
        to "Employer Matching Contributions" under the Thrift Plan
        and which is credited (or debited) for such account's
        allocation of net income (or net loss) as provided in
        Section 3.3.  As of the Effective Date, a Member's General
        Account shall also be credited with the amount, if any,
        credited to his "Account" on December 31, 1994 under the
        Plan as in effect immediately prior to this restatement.

(14)	Member:  Each Eligible Employee who has met the eligibility
        requirements for participation in the Plan and who has
        become a Member pursuant to Article II.

(15)	Member Deferrals:  Deferrals made by a Member pursuant to
        Section 3.1.

(16)	Pay:  The total of all amounts paid by the Company to or for
        the benefit of a Member for services rendered or labor
        performed, which are required to be reported on such
        Member's federal income tax withholding statement(s) (Form
        W-2 or its subsequent equivalent), plus any amounts such
        Member could have received in cash in lieu of Member
        Deferrals pursuant to Section 3.1.

(17)	Plan:  The Baker Hughes Incorporated Supplemental Retirement
        Plan, as amended from time to time.

(18)	Plan Administrator:  Baker Hughes Incorporated, acting 
        through its delegate.

(19)	Plan Year:  The twelve-consecutive month period commencing 
        January 1 of each year.

(20)	Retirement Date.  A Member's "Retirement Date" as defined 
        under the Thrift Plan.

(21)	Thrift Plan:  The Baker Hughes Incorporated Thrift Plan, as 
        amended from time to time.

(22)	Trust:  The trust, if any, established under the Trust Agreement.

(23)    Trust Agreement:  The agreement, if any, entered into between
        the Company and the Trustee pursuant to Article X.


(24)	Trust Fund:  The funds and properties, if any, held pursuant 
        to the provisions of the Trust Agreement, together with all
        income, profits and increments thereto.

(25)	Trustee:  The trustee or trustees appointed by the Directors 
        who are qualified and acting under the Trust Agreement at
        any time.

(26)	Unforeseeable Financial Emergency:  An unexpected need of a 
        Member for cash that (i) arises from an illness, casualty
        loss, sudden financial reversal, or such other unforeseeable
        occurrence that is caused by an event beyond the control of
        such Member, (ii) would result in severe financial hardship
        to such Member if his compensation deferral election was not
        cancelled pursuant to Section 3.1(h) and/or if a withdrawal
        or benefit payment pursuant to Article VI or Section 7.6 was
        not permitted, and (iii) is not reasonably satisfiable from
        other resources of such Member.  Cash needs arising from
        foreseeable events, such as the purchase of a house or
        education expenses for children, shall not be considered to
        be the result of an Unforeseeable Financial Emergency.

(27)	Valuation Dates:  The last business day of each calendar month
        and any other interim Valuation Date determined by the
        Plan Administrator on a nondiscriminatory basis.

(28)	Vested Interest:  The portion of a Member's Accounts which,
        pursuant to the Plan, is nonforfeitable.

        1.2  Number and Gender.  Wherever appropriate herein, words
used in the singular shall be considered to include the plural and words
used in the plural shall be considered to include the singular.  The
masculine gender, where appearing in the Plan, shall be deemed to include
the feminine gender.

        1.3  Headings.  The headings of Articles and Sections herein 
are included solely for convenience, and if there is any conflict 
between such headings and the text of the Plan, the text shall control.

                                II.
                              
                          Participation
                          -------------

        2.1  Eligibility.
             ------------

        (a)  Any Eligible Employee who is a "Member" of the Thrift Plan
with respect to a "Plan Year" under the Thrift Plan shall be eligible to
become a Member of the Plan for such Plan Year by electing to make Member
Deferrals pursuant to Section 3.1(a)(1) and/or 3.1 (a)(2).

        (b)  Any Eligible Employee shall be eligible to become a Member of
the Plan for any Plan Year by electing to make Member Deferrals pursuant
to Section 3.1(b).

        (c)  Any Eligible Employee who is a "Member" of the Thrift Plan
with respect to a "Plan Year" under the Thrift Plan shall become a Member
of the Plan for such Plan Year with respect to (A) Member Deferrals
pursuant to Section 3.1(a)(3) and/or (B) Company Deferrals pursuant to
Section 3.2(b), 3.2(c), and/or 3.2(d)(2).

        2.2  Participation.
             --------------

        (a)  Prior to each Entry Date, the Plan Administrator shall
notify those Eligible Employees who are determined by the Plan Administrator
to be eligible to initially become Members pursuant to Section 2.1(a)
and/or 2.1(b) as of such Entry Date.  Any such Eligible Employee may
become a Member for the Plan Year beginning on such Entry Date by
effecting, prior to such Entry Date and within the time period prescribed
by the Plan Administrator, the Member Deferral election prescribed by the
Plan Administrator.  Notwithstanding the foregoing, any Member Deferral
election respecting Section 3.1(b)(2) for a Plan Year subsequent to the
1995 Plan Year must be made prior to the October 1 immediately preceding
such Plan Year by effecting, prior to such October 1 and within the time
period prescribed by the Plan Administrator, the Member Deferral election
prescribed by the Plan Administrator.  Notwithstanding any provision herein 
to the contrary, an Eligible Employee who first becomes an Eligible
Employee on other than the first day of a Plan Year may become a Member
on the date he first becomes an Eligible Employee for the remainder of
such Plan Year with respect to Member Deferrals pursuant to
Section 3.1(a)(1) and/or 3.1(a)(2) and/or 3.1(b)(1) by effecting, prior
to or within 30 days after the date he first becomes an Eligible Employee
and within the time period prescribed by the Plan Administrator, the
Member Deferral election prescribed by the Plan Administrator.

        (b) Any Eligible Employee who is eligible to become a Member
for a Plan Year pursuant to Section 2.1(c) shall automatically become
a Member for such Plan Year.

        (c) Notwithstanding any provision herein to the contrary, an
Eligible Employee who has become a Member of the Plan shall cease to be
entitled to make Member Deferrals hereunder or receive Company Deferrals
hereunder effective as of any date designated by the Plan Administrator.
Any such Plan Administrator action shall be communicated to the affected 
individual prior to the effective date of such action.  Any such
Eligible Employee may again become entitled to make Member Deferrals
hereunder and receive Company Deferrals hereunder for any subsequent
Plan Year selected by the Plan Administrator in its sole discretion.

                                III.

	Account Credits and Allocations of Income or Loss
        -------------------------------------------------

        3.1  Member Deferrals.
             -----------------
        (a)  A Member meeting the eligibility requirements of 
        Section 2.1(a):

                (1) May elect to defer an integral percentage of
        from 2% to 15% of his Excess Compensation for a Plan Year;
        and/or

                (2)  May elect to defer a portion of his Pay for a 
        Plan Year equal to the reduction in his "Cash or Deferred 
        Contributions" under the Thrift Plan for such "Plan Year" as 
        a result of (A) the limitations contained in sections 402(g) 
        of the Code and/or (B) the exclusion of Member Deferrals 
        under the Plan from the definition of "Compensation" under 
        the Thrift Plan; and/or

                (3) Shall be deemed to have elected to defer a 
        portion of his Pay for a Plan Year (which such deferral 
        election may not, contrary Plan provisions notwithstanding, 
        be changed, revoked or canceled, except in the case of an 
        unpaid leave of absence from the Company) equal to (A) the 
        reduction in his "Cash or Deferred Contributions" under the 
        Thrift Plan for such "Plan Year" as a result of the 
        limitations contained in sections 401(k)(3) and/or 415 of 
        the Code and/or (B) the reduction in his "Voluntary 
        Contributions" under the Thrift Plan for such "Plan Year" as 
        a result of the limitations contained in sections 401(m)(2) 
        and/or 415 of the Code.

Notwithstanding the foregoing, any such Member Deferrals pursuant to
Section 3.1(a)(2) and/or 3.1(a)(3) shall be determined based upon the
Member's elections with respect to Cash or Deferred Contributions
and/or Voluntary Contributions under the Thrift Plan in effect on the
first day of such Plan Year (or on the first day such Member is a
"Member" of the Thrift Plan during such Plan Year, if later).  Moreover,
Member Deferrals pursuant to Section 3.1(a)(2)(B) are contingent upon
such Member electing the maximum "Cash or Deferred Contributions"
under the Thrift Plan pursuant to Section 402(g) of the Code or as
permitted under the terms of the Thrift Plan.  With respect to an Eligible
Employee who first becomes a Member on other than an Entry Date, any such
Member Deferrals pursuant to this Section 3.1(a) shall apply only for the
portion of such Plan Year commencing with the date he first becomes a
Member and ending on the last day of such Plan Year.

        (b) A Member meeting the eligibility requirements of Section 2.1(b)
        may:

           (1) Elect to defer from his Pay an integral percentage of
           from 1% to 50% of his salary for a Plan Year; and/or

           (2) Elect to defer from his Pay an integral percentage of
           from 1% to 100% of his bonus (as specified below) for a Plan Year.

Notwithstanding the foregoing, with respect to an Eligible Employee who
first becomes a Member on other than an Entry Date, any such Member
Deferrals pursuant to Section 3.1(b)(1) shall apply only for the portion
of such Plan Year commencing with the date he first becomes a Member and
ending on the last day of such Plan Year.  Further, any such initial
Member Deferral election pursuant to Section 3.1(b)(2) for the 1995 Plan
Year shall apply to 75% of such Member's bonus for the fiscal year of the
Company ending September 30, 1995, and any such subsequent Member Deferral
election pursuant to Section 3.1(b)(2) shall apply to 100% of such
Member's bonus for the fiscal year of the Company ending within such
subsequent Plan Year.

        (c) Pay for a Plan Year not so deferred by such election pursuant
to this Section shall be received by such Member in cash.  A Member's
election to defer an amount of his Pay pursuant to this Section shall be
made by effecting, in the form prescribed by the Plan Administrator, a
Member Deferral election pursuant to which the Member authorizes the
Company to reduce his Pay in the elected amount and the Company, in
consideration thereof, agrees to credit an equal amount to such Member's
General Account maintained under the Plan.  The reduction in a Member's
Pay pursuant to his Member Deferral election shall be effected by
calendar month Pay reductions as determined by the Plan Administrator
following the effective date of such election.  Such Pay reductions shall
be within the Plan Year to which the Member Deferral election relates,
except that Pay reductions attributable to elections pursuant to Section
3.1(b)(2) may be made within the next following Plan Year if the bonus to
which the Member Deferral election relates is paid in such next following
Plan Year.  Member Deferrals made by a Member shall be credited to such
Member's General Account as of a date determined in accordance with
procedures established from time to time by the Plan Administrator;
provided, however, that such Member Deferrals shall be credited to the
Member's General Account no later than 30 days after the date upon which
the Pay deferred would have been received by such Member in cash if he 
had not elected to defer such amount pursuant to this Section 3.1.

        (d)  A Member Deferral election pursuant to Section 
3.1(a) and/or 3.1(b)(1) shall become effective as of the Entry 
Date (or later initial eligibility date, if applicable) which is 
on or after the date the election is effected by the Member.  A 
Member Deferral election pursuant to Section 3.1(b)(2) shall 
become effective as of January 1, 1995, with respect to the 1995 
Plan Year, and as of the October 1 immediately preceding any 
subsequent Plan Year, with respect to such subsequent Plan Year, 
provided such date is on or after the date the election is 
effected by the Member.  A Member Deferral election shall remain 
in force and effect for the entire (or partial, if applicable) 
Plan Year to which such election relates.  A Member Deferral 
election pursuant to Section 3.1(a) and/or 3.1(b)(1) shall remain 
in force and effect for each subsequent Plan Year (following the 
Member's initial year of participation in the Plan) for which he 
satisfies the eligibility requirements set forth in Section 2.1, 
unless and until such election is changed or revoked by such 
Member prior to the Entry Date of the subsequent Plan Year to 
which such change or revocation relates.  A Member Deferral 
election pursuant to Section 3.1(b)(2) shall remain in force and 
effect for each subsequent Plan Year (following the Member's 
initial Section 3.1(b)(2) election) for which he satisfies the 
eligibility requirements set forth in Section 2.1, unless and 
until such election is changed or revoked by such Member prior to 
the October 1 immediately preceding the subsequent Plan Year to 
which such change or revocation relates.  Plan provisions to the 
contrary notwithstanding, a Member Deferral election pursuant to 
Section 3.1(a) and/or Section 3.1(b) shall be suspended during 
any period of unpaid leave of absence from the Company.

        (e)  A Member Deferral election shall indicate the 
applicable time and form of payment, as provided in Sections 7.2 
and 7.3, for the Pay deferred thereunder for such Plan Year and 
the net income (or net loss) allocated with respect thereto.  
Such time and form of payment election for such Plan Year shall 
also apply to any Company Deferrals for such Plan Year and the 
net income (or net loss) allocated with respect thereto.  Each 
Member's Accounts shall be divided into subaccounts to reflect 
such Member's various elections respecting time and form of 
payment.  Notwithstanding the foregoing, with respect to the 
portion of a Member's General Account attributable to the amount, 
if any, credited to his "Account" on December 31, 1994 under the 
Plan as in effect immediately prior to this restatement, such 
portion and the net income (or net loss) allocated with respect 
thereto shall be allocated to a subaccount which shall be payable 
at the time and in the form provided under the Plan as in effect 
immediately prior to this restatement.

        (f) A Member who has made a Member Deferral election 
pursuant to Section 3.1(a) and/or 3.1(b)(1) may change his 
election, as of the Entry Date of any subsequent Plan Year, by 
effecting a new Member Deferral election prior to such Entry Date 
and within the time period prescribed by the Plan Administrator. 
 A Member who has made a Member Deferral election pursuant to 
Section 3.1(b)(2) may change his election, as of the October 1 
immediately preceding any subsequent Plan Year, by effecting a 
new Member Deferral election prior to such October 1 and within 
the time period prescribed by the Plan Administrator.

        (g) A Member who has made a Member Deferral election 
pursuant to Section 3.1(a) and/or 3.1(b)(1) may cancel his 
election, as of the Entry Date of any subsequent Plan Year, by 
effecting the same in the form prescribed by the Plan 
Administrator prior to such Entry Date and within the time period 
prescribed by the Plan Administrator.  A Member who so cancels 
his Member Deferral election may again make a new such Member 
Deferral election for a subsequent Plan Year, if he satisfies the 
eligibility requirements set forth in Section 2.1, by effecting a 
new such Member Deferral election prior to the Entry Date of such 
Plan Year and within the time period prescribed by the Plan 
Administrator.  A Member who has made a Member Deferral election 
pursuant to Section 3.1(b)(2) may cancel his election, as of the 
October 1 immediately preceding any subsequent Plan Year, by 
effecting the same in the form prescribed by the Plan 
Administrator prior to such October 1 and within the time period 
prescribed by the Plan Administrator.  A Member who so cancels 
his Member Deferral election may again make a new such Member 
Deferral election for a subsequent Plan Year, if he satisfies the 
eligibility requirements set forth in Section 2.1, by effecting a 
new such Member Deferral election prior to the October 1 
immediately preceding such Plan Year and within the time period 
prescribed by the Plan Administrator.

        (h) In the event that the Plan Administrator, upon 
written petition of a Member, determines in its sole discretion 
that such Member has suffered an Unforeseeable Financial 
Emergency, the Member Deferral election of such Member then in 
effect, if any, shall be terminated as soon as administratively 
practicable after such determination.  A Member whose Member 
Deferral election has been so terminated may again make a new 
Member Deferral election for a subsequent Plan Year that is at 
least twelve months after the effective date of such termination, 
if he satisfies the eligibility requirements set forth in Section 
2.1, by effecting a new Member Deferral election for such Plan 
Year and within the time period prescribed by the Plan 
Administrator.

        3.2 Company Deferrals.
            ------------------

        (a)  For each calendar month, the Company shall defer 
on a Member's behalf an amount which equals the sum of (1) 100% 
of the Member Deferrals made pursuant to Section 3.1(a)(1) by 
such Member during such month not in excess of 2% of such 
Member's Excess Compensation for the payroll periods in such 
month with respect to which Member Deferrals pursuant to Section 
3.1(a)(1) were made, plus (2) 50% of the Member Deferrals made 
pursuant to Section 3.1(a)(1) by such Member during such month in 
excess of 2%, but not in excess of 6%, of such Member's Excess 
Compensation for the payroll periods in such month with respect 
to which Member Deferrals pursuant to Section 3.1(a)(1) were 
made.

        (b) For each calendar month, the Company shall defer 
an amount on behalf of each Member who is entitled to an 
allocation of "Employer Base Contributions" under the Thrift Plan 
for such month.  The amount of each such monthly contribution 
shall be a percentage of such Member's Excess Compensation, if 
any, with such percentage being equal to the percentage utilized 
under the Thrift Plan to determine the Member's "Employer Base 
Contribution" for such month under the Thrift Plan.

        (c) For each calendar month, the Company shall defer 
an amount on behalf of each Member who is entitled to an 
allocation of "Employer Supplemental Base Contributions" under 
the Thrift Plan for such month.  The amount of each such monthly 
contribution shall be a percentage of such Member's Excess 
Compensation, if any, with such percentage being equal to the 
percentage utilized under the Thrift Plan to determine the 
Member's "Employer Supplemental Base Contribution" for such month 
under the Thrift Plan.

        (d) For each calendar month within a Plan Year, the 
Company shall defer an amount on behalf of each Member who made 
Member Deferrals pursuant to Section 3.1(a)(2), 3.1(a)(3), and/or 
3.1(b)(1) for such Plan Year. The amount of each such monthly 
contribution shall be equal to the amount by which (A) the sum of 
the "Employer Matching Contributions," the "Employer Base 
Contributions," and the "Employer Supplemental Base 
Contributions" which would have been allocated to such Member's 
"Accounts" under the Thrift Plan (other than to his "Deferred 
Income Account") for such month if the provisions of the Thrift 
Plan were administered without regard to (1) the limitations 
imposed by sections 401(k)(3), 401(m)(2), 402(g), and 415 of the 
Code, and (2) the exclusion of Member Deferrals under the Plan 
from the definition of "Compensation" under the Thrift Plan, 
exceeds (B) the sum of the "Employer Matching Contributions," the 
"Employer Base Contributions," and the "Employer Supplemental 
Base Contributions" which were in fact allocated to the 
"Accounts" of such Member under the Thrift Plan (other than to 
his Deferred Income Account) for such month.  Notwithstanding the 
foregoing, in determining the "Employer Matching Contributions," 
the "Employer Base Contributions," and the "Employer Supplemental 
Base Contributions" which would have been allocated to such 
Member's "Accounts" under the Thrift Plan pursuant to clause (A) 
above, such Member's elections with respect to Cash or Deferred 
Contributions and/or Voluntary Contributions under the Thrift 
Plan as in effect on the first day of such Plan Year (or on the 
first day such Member is a "Member" of the Thrift Plan during 
such Plan Year, if later) shall be utilized.  Moreover, "Employer 
Matching Contributions" attributable to Member Deferrals pursuant 
to Section 3.1(b)(1) shall only be deferred on behalf of a Member 
pursuant to clause (A) above, if such Member has made the maximum 
"Cash or Deferred Contributions" under the Thrift Plan pursuant 
to section 402(g) of the Code or as permitted under the terms of 
the Thrift Plan.

        (e) Company Deferrals made on a Member's behalf 
pursuant to Section 3.2(a) and pursuant to Section 3.2(d) 
attributable to "Employer Matching Contributions" under the 
Thrift Plan shall be credited to his General Account in 
accordance with the procedures established from time to time by 
the Plan Administrator.  Company Deferrals made on a Member's 
behalf pursuant to Section 3.2(b) and (c) and pursuant to Section 
3.2(d) attributable to "Employer Base Contributions" and 
"Employer Supplemental Base Contributions" under the Thrift Plan 
shall be credited to his Base Contribution Account in accordance 
with the procedures established from time to time by the Plan 
Administrator.

        (f)  As of any date selected by the Company, the 
Company may credit a Member's Account(s) with Company Deferrals 
in such amount, if any, as the Company shall determine in its 
sole discretion.  Such credits may be made on behalf of some 
Members but not others, and such credits may vary among 
individual Members in amount and/or with respect to the Account 
to which they are credited.

        (g)  A Member who does not have a time and form of 
payment election in effect pursuant to Section 3.1(e) for any 
Plan Year shall make a time and form of payment election, as 
provided in Sections 7.2 and 7.3, for Company Deferrals pursuant 
to Sections 3.2(b), 3.2(c), 3.2(d)(2), 3.2(d)(3), and/or 3.2(f) 
for such Plan Year.  Such election shall be made by effecting the 
same in the form prescribed by the Plan Administrator.  Such 
election shall remain in force and effect for each subsequent 
Plan Year (following such initial election) unless or until such 
election is changed by a new election hereunder or pursuant to 
Section 3.1(e) prior to the Entry Date of a subsequent Plan Year 
to which such change relates.  A Member who makes a time and form 
of payment election pursuant to this Section 3.2(g) may change 
his election, as of the Entry Date of any subsequent Plan Year, 
by effecting a new such election prior to such Entry Date and 
within the time period prescribed by the Plan Administrator.  
Each Member's Accounts shall be divided into subaccounts to 
reflect such Member's various elections respecting time and form 
of payment.

        3.3  Allocation of Net Income or Loss and Changes in Value 
             Among Accounts.

        (a)  As of each Valuation Date, the Plan Administrator 
shall determine the net income (or net loss) of each Fund for the 
period elapsed since the next preceding Valuation Date.  The net 
income (or net loss) of each Fund since the next preceding 
Valuation Date shall be ascertained by the Plan Administrator in 
such manner as it deems appropriate, which may include expenses 
of administering the Fund, the Trust and the Plan.

        (b)  For purposes of allocations of net income (or net 
loss), each Member's Accounts shall be divided into subaccounts 
to reflect such Member's deemed investment in a particular Fund 
or Funds pursuant to Article IV.  As of each Valuation Date, the 
net income (or net loss) of each Fund, separately and 
respectively, shall be allocated among the corresponding 
subaccounts of the Members who had such corresponding subaccounts 
invested in such Funds since the next preceding Valuation Date.

        (c)  So long as there is any balance in any Account, 
such Account shall continue to receive allocations pursuant to 
this Section.

                                IV.

                      Deemed Investment of Funds
                      --------------------------

        Each Member shall designate, in accordance with the procedures
established from time to time by the Plan Administrator, the manner in
which the amounts allocated to his Accounts shall be deemed to be
invested from among the Funds made available from time to time for such
purpose by the Plan Administrator.  Such Member may designate one of
such Funds for the deemed investment of all the amounts allocated to
his Accounts or he may split the deemed investment of the amounts 
allocated to his Accounts between such Funds in such increments as the
Plan Administrator may prescribe.  If a Member fails to make a proper
designation, then his Accounts shall be deemed to be invested in the
Fund or Funds designated by the Plan Administrator from time to time
in a uniform and nondiscriminatory manner.

        A Member may change his deemed investment designation for future
amounts to be allocated to his Accounts.  Any such change shall be made in
accordance with the procedures established by the Plan Administrator,
and the frequency of such changes may be limited by the Plan Administrator.

        A Member may elect to convert his deemed investment designation
with respect to the amounts already allocated to his Accounts.  Any such
conversion shall be made in accordance with the procedures established
by the Plan Administrator, and the frequency of such conversions may be
limited by the Plan Administrator.


                                V.

	Determination of Vested Interest and Forfeitures
        ------------------------------------------------

        5.1  General Account.  A Member shall have a 100% Vested 
Interest in his General Account at all times.

        5.2  Base Contribution Account.  A Member shall have a 
Vested Interest in his Base Contribution Account equal to his 
Vested Interest in his "Employer Non-Matching Accounts" under the 
Thrift Plan.  Further, a Member shall have a 100% Vested Interest 
in his Base Contribution Account upon his termination of 
employment with the Company and its Affiliates after attainment 
of his Retirement Date or by reason of death.

        5.3  Forfeitures.  A Member who terminates employment with 
the Company and its Affiliates with a Vested Interest in his Base 
Contribution Account that is less than 100% shall forfeit to the 
Company the nonvested portion of such Base Contribution Account 
as of the date of such termination.


                                VI.

                        In-Service Distributions
                        ------------------------

        Except as provided below, Members shall not be permitted to 
make withdrawals from the Plan prior to termination of employment 
with the Company and its Affiliates.  Members shall not, at any 
time, be permitted to borrow from the Trust Fund.  Following 
termination of employment with the Company and its Affiliates, 
the amounts credited to a Member's Accounts shall be payable to 
such Member in accordance with the provisions of Article VII.

        The above to the contrary notwithstanding, in the event that 
the Plan Administrator, upon written petition of a Member, 
determines in its sole discretion that such Member has suffered 
an Unforeseeable Financial Emergency, such Member shall be 
entitled to a benefit in an amount not to exceed the lesser of 
(1) the amount determined by the Plan Administrator as necessary 
to meet such Member's needs created by the Unforeseeable 
Financial Emergency, or (2) the then value of such Member's 
Vested Interest in his Accounts.  Such withdrawal benefit shall 
be paid in a single lump sum, cash payment as soon as 
administratively practicable after the Plan Administrator has 
made its determinations with respect to the availability and 
amount of such benefit.  If a Member's Account(s) are deemed to 
be invested in more than one Fund, such withdrawal benefit shall 
be distributed pro rata from each Fund in which such Account(s) 
are deemed to be invested.  If a Member's Account(s) contain more 
than one distribution subaccount, such withdrawal benefit shall 
be considered to have been distributed, first, from the 
subaccount with respect to which the earliest distribution would 
be made, then, from the subaccount with respect to which the next 
earliest distribution would be made, and continuing in such 
manner until all of such subaccounts have been exhausted to 
satisfy the withdrawal benefit.


                                VII.

                        Termination Benefits
                        --------------------

        7.1  Amount of Benefit.  Upon termination of employment of a 
Member with the Company and its Affiliates for any reason, the Member,
or, in the event of the death of the Member while employed by the
Company or an Affiliate, the Member's designated beneficiary, shall be
entitled to a benefit equal in value to the Member's Vested Interest
in the balance of his Accounts as of the Valuation Date next preceding
the date the payment of such benefit is to be made or to commence
pursuant to Section 7.2.

        7.2  Time of Payment.  Payment of a Member's benefit under 
Section 7.1 shall be made or commence, with respect to such 
Member's Accounts, or with respect to such Member's subaccounts 
established pursuant to Section 3.1(e) and/or 3.2(g) separately 
and respectively, as soon as administratively practicable as of 
the date irrevocably elected by such Member pursuant to Section 
3.1(e) and/or 3.2(g) and which occurs after the Valuation Date 
coinciding with or next following the date the Member terminates 
his employment with the Company and its Affiliates.  With respect 
to any portion of a Member's benefit for which no time of payment 
election is in effect, payment of such amount shall be made or 
commence as soon as administratively practicable after the 
Valuation Date coinciding with or next following the date the 
Member terminates his employment with the Company and its 
Affiliates.  A Member's benefit shall not, however, be made or 
commence prior to the date that all Member Deferrals and Company 
Deferrals made pursuant to the Plan have been allocated to such 
Member's Accounts.

        7.3  Alternative Forms of Benefit Payments.  A Member's 
benefit under Section 7.1 shall be paid, with respect to such 
Member's Accounts, or with respect to such Member's subaccounts 
established pursuant to Section 3.1(e) and/or 3.2(g) separately 
and respectively, in one of the following forms irrevocably 
elected by such Member pursuant to Section 3.1(e) and/or 3.2(g):

        (1)     A single lump sum, cash payment; or

        (2)     Annual installment payments for a term certain of
        either 5, 10 or 15 years payable to the Member or, in the 
        event of such Member's death prior to the end of such term 
        certain, to his designated beneficiary as provided in 
        Section 7.4.

With respect to any portion of a Member's benefit for which no 
form of payment election is in effect, such amount shall be paid 
in the form of annual installment payments for a term certain of 
15 years payable to such Member or, in the event of such Member's 
death prior to the end of such term certain, to his designated 
beneficiary as provided in Section 7.4; provided, however, that 
the Plan Administrator may, in its sole discretion, elect to make 
such benefit payment in any other available form.  If a Member 
dies prior to the date the payment of his benefit begins and if 
no form of payment election is in effect for any portion of such 
Member's benefit, such amount shall be paid to the Member's 
designated beneficiary in the form described in the preceding 
sentence.  If a Member dies prior to the date the payment of his 
benefit begins with a form of payment election in effect, then 
benefit payments shall be made to the Member's designated 
beneficiary in the form elected by the Member.

        7.4  Designation of Beneficiaries.
             ----------------------------

        (a)  Each Member shall have the right to designate the 
beneficiary or beneficiaries to receive payment of his benefit in 
the event of his death.  Each such designation shall be made by 
executing the beneficiary designation form prescribed by the Plan 
Administrator and filing same with the Plan Administrator.  Any 
such designation may be changed at any time by execution of a new 
designation in accordance with this Section.

        (b)  If no such designation is on file with the Plan 
Administrator at the time of the death of the Member or such 
designation is not effective for any reason as determined by the 
Plan Administrator, then the designated beneficiary or 
beneficiaries to receive such benefit shall be as follows:

        (1)  If a Member leaves a surviving spouse, his 
        benefit shall be paid to such surviving spouse;

        (2)  If a Member leaves no surviving spouse, his 
        benefit shall be paid to such Member's executor or 
        administrator, or to his heirs at law if there is no 
        administration of such Member's estate.

        7.5  Accelerated Pay-Out of Certain Benefits.  
Notwithstanding any provision in Section 7.3 to the contrary, if 
a Member's benefit payments respecting any one subaccount 
established pursuant to Section 3.1(e) or 3.2(g) are to be paid 
in a form other than a single lump sum, cash payment and the 
aggregate amount in such subaccount at the time of commencement 
of such payments is less than $50,000, then the Plan Administra-
tor may, in its sole discretion, elect to cause such subaccount 
to be paid in a single lump sum, cash payment.

        7.6  Accelerated Pay-Out Due to Emergency.  Notwithstanding 
any provision in Sections 7.2 and 7.3 to the contrary, in the 
event that the Plan Administrator, upon written petition of a 
Member, determines in its sole discretion that such Member has 
suffered an Unforeseeable Financial Emergency, such Member shall 
be entitled to an emergency benefit in an amount not to exceed 
the lesser of (1) the amount determined by the Plan Administrator 
as necessary to meet such Member's needs created by the 
Unforeseeable Financial Emergency, or (2) the then value of such 
Member's Vested Interest in his Accounts.  Such emergency benefit 
shall be paid in a single lump sum, cash payment as soon as 
administratively practicable after the Plan Administrator has 
made its determinations with respect to the availability and 
amount of such benefit.  If a Member's Account(s) are deemed to 
be invested in more than one Fund, such emergency benefit shall 
be distributed pro rata from each Fund in which such Account(s) 
are deemed to be invested.  If a Member's Account(s) contain more 
than one distribution subaccount, such emergency benefit shall be 
considered to have been distributed, first, from the subaccount 
with respect to which the earliest distribution would be made, 
then, from the subaccount with respect to which the next earliest 
distribution would be made, and continuing in such manner until 
all of such subaccounts have been exhausted to satisfy the 
emergency benefit.  Any remaining amounts in such Member's 
Account(s) following payment of such emergency benefit shall be 
payable at the time and in the form otherwise provided in 
Sections 7.2 and 7.3.

        7.7  Payment of Benefits.  To the extent the Trust Fund has 
sufficient assets, the Trustee shall pay benefits to Members or 
their beneficiaries, except to the extent the Company pays the 
benefits directly and provides adequate evidence of such payment 
to the Trustee.  To the extent the Trustee does not or cannot pay 
benefits out of the Trust Fund, the benefits shall be paid by the 
Company.  Any benefit payments made to a Member or for his 
benefit pursuant to any provision of the Plan shall be debited to 
such Member's Accounts.  All benefit payments shall be made in 
cash to the fullest extent practicable.

        7.8  Unclaimed Benefits.  In the case of a benefit payable 
on behalf of a Member, if the Plan Administrator is unable to 
locate the Member or beneficiary to whom such benefit is payable, 
upon the Plan Administrator's determination thereof, such benefit 
shall be forfeited to the Company.  Notwithstanding the 
foregoing, if subsequent to any such forfeiture the Member or 
beneficiary to whom such benefit is payable makes a valid claim 
for such benefit, such forfeited benefit shall be restored to the 
Plan by the Company.

        7.9  Committee Determination of Pay-Out of Certain Benefits. 
Notwithstanding any provision in Section 3.1(e) to the contrary, 
the form of payment of the benefits of a Member who retires from 
the Company during the 1997 calendar year with respect to the 
portion of his General Account attributable to the amount, if 
any, credited to his "Account" on December 31, 1994, under the 
Plan as in effect immediately prior to this restatement, and the 
net income (or net loss) allocated with respect thereto may, in 
the sole discretion of the Plan Administrator, be changed from 
the form elected by such Member pursuant to the provisions of the 
Plan as in effect immediately prior to this restatement to one or 
more other forms provided in Section 7.3.  In making its 
determination as to the form(s) of payment, the Plan 
Administrator may consider the age, family status, health, 
financial status, or such other facts as it deems relevant 
respecting the Member.  The Member may, but shall not be required 
to, express his preference to the Plan Administrator as to such 
form(s) of payment, but the Plan Administrator shall be under no 
obligation to follow such preference.    Any such change shall be 
prior to the time such portion becomes payable to such Member.

                               VIII.

                        Administration of the Plan
                        --------------------------

        8.1  Appointment of Plan Administrator.  The general
administration of the Plan shall be vested in the Plan Administrator
which shall be appointed by the Directors.

        8.2  Resignation and Removal.  At any time during its term 
of office, the Plan Administrator may resign by giving written 
notice to the Directors, such resignation to become effective 
upon the appointment of a substitute Plan Administrator or, if 
earlier, the lapse of thirty days after such notice is given as 
herein provided.  At any time during its term of office, and for 
any reason, the Plan Administrator may be removed by the 
Directors.

        8.3  Records and Procedures.  The Plan Administrator shall 
keep appropriate records of its proceedings and the administration
of the Plan and shall make available for examination during business
hours to any Member or beneficiary such records as pertain to that
individual's interest in the Plan.  The Plan Administrator shall
designate the person or persons who shall be authorized to sign for
the Plan Administrator and, upon such designation, the signature of
such person or persons shall bind the Plan Administrator.

        8.4  Self-Interest of Plan Administrator.  No delegate of 
the Plan Administrator shall have any right to vote or decide 
upon any matter relating solely to himself under the Plan or to 
vote in any case in which his individual right to claim any 
benefit under the Plan is particularly involved.  In any case in 
which a delegate of the Plan Administrator is so disqualified to 
act, the Directors shall decide the matter in which he is 
disqualified.

        8.5  Compensation and Bonding.  The Plan Administrator shall 
not receive compensation with respect to its services as Plan 
Administrator.  To the extent required by applicable law, or 
required by the Company, the Plan Administrator shall furnish 
bond or security for the performance of its duties hereunder.

        8.6  Plan Administrator Powers and Duties.  The Plan 
Administrator shall supervise the administration and enforcement 
of the Plan according to the terms and provisions hereof and 
shall have all powers necessary to accomplish these purposes, 
including, but not by way of limitation, the right, power, 
authority and duty:

        (a)  to make rules, regulations and bylaws for the 
        administration of the Plan which are not inconsistent with 
        the terms and provisions hereof, provided such rules, 
        regulations and bylaws are evidenced in writing and copies 
        thereof are delivered to the Trustee and to the Company;

        (b)  to construe all terms, provisions, conditions and 
        limitations of the Plan;

        (c)  to correct any defect or supply any omission or 
        reconcile any inconsistency that may appear in the Plan, in 
        such manner and to such extent as it shall deem expedient to 
        carry the Plan into effect for the greatest benefit of all 
        interested parties;

        (d)  to employ and compensate such accountants, 
        attorneys, investment advisors and other agents and 
        employees as the Plan Administrator may deem necessary or 
        advisable in the proper and efficient administration of the 
        Plan;

        (e) to determine all questions relating to eligibility;

        (f)  to determine the amount, manner and time of 
        payment of any benefits and to prescribe procedures to be 
        followed by distributes in obtaining benefits;

        (g)  to make a determination as to the right of any 
        person to a benefit under the Plan; and

        (h)  to receive and review reports from the Trustee as 
        to the financial condition of the Trust Fund, including its 
        receipts and disbursements.

        8.7  Company to Supply Information.  The Company shall 
supply full and timely information to the Plan Administrator 
relating to the Excess Compensation of all Members, their 
benefits under the Thrift Plan, their ages, their retirement, 
death or other termination of employment and such other pertinent 
facts as the Plan Administrator may require.  The Company shall 
advise the Trustee of such of the foregoing facts as are deemed 
necessary for the Trustee to carry out the Trustee's duties under 
the Plan.  When making a determination in connection with the 
Plan, the Plan Administrator shall be entitled to rely upon the 
aforesaid information furnished by the Company.

        8.8  Claims Review.  In any case in which a claim for Plan 
benefits of a Member or beneficiary is denied or modified, the 
Plan Administrator shall furnish written notice to the claimant 
within ninety days (or within 180 days if additional information 
requested by the Plan Administrator necessitates an extension of 
the ninety-day period), which notice shall:

        (a) State the specific reason or reasons for the 
        denial or modification;

        (b) Provide specific reference to pertinent Plan 
        provisions on which the denial or modification is based;

        (c)  Provide a description of any additional material 
        or information necessary for the Member, his beneficiary, or 
        representative to perfect the claim and an explanation of 
        why such material or information is necessary; and

        (d)  Explain the Plan's claim review procedure as 
        contained herein.

In the event a claim for Plan benefits is denied or modified, if 
the Member, his beneficiary, or a representative of such Member 
or beneficiary desires to have such denial or modification 
reviewed, he must, within sixty days following receipt of the 
notice of such denial or modification, submit a written request 
for review by the Plan Administrator of its initial decision.  In 
connection with such request, the Member, his beneficiary, or the 
representative of such Member or beneficiary may review any 
pertinent documents upon which such denial or modification was 
based and may submit issues and comments in writing.  Within 
sixty days following such request for review the Plan 
Administrator shall, after providing a full and fair review, 
render its final decision in writing to the Member, his 
beneficiary or the representative of such Member or beneficiary 
stating specific reasons for such decision and making specific 
references to pertinent Plan provisions upon which the decision 
is based.  If special circumstances require an extension of such 
sixty-day period, the Plan Administrator's decision shall be 
rendered as soon as possible, but not later than 120 days after 
receipt of the request for review.  If an extension of time for 
review is required, written notice of the extension shall be 
furnished to the Member, beneficiary, or the representative of 
such Member or beneficiary prior to the commencement of the 
extension period.

        8.9  Indemnity.  To the extent permitted by applicable law, 
the Company shall indemnify and save harmless the Directors and 
any individual acting as Plan Administrator against any and all 
expenses, liabilities and claims (including legal fees incurred 
to defend against such liabilities and claims) arising out of 
their discharge in good faith of responsibilities under or 
incident to the Plan.  Expenses and liabilities arising out of 
willful misconduct shall not be covered under this indemnity.  
This indemnity shall not preclude such further indemnities as may 
be available under insurance purchased by the Company or provided 
by the Company under any bylaw, agreement, vote of stockholders 
or disinterested directors or otherwise, as such indemnities are 
permitted under applicable law.


                                IX.

                        Administration of Funds
                        -----------------------

        9.1  Payment of Expenses.  All expenses incident to the 
administration of the Plan and Trust, including but not limited 
to, legal, accounting, Trustee fees, and expenses of the Plan 
Administrator, may be paid by the Company and, if not paid by the 
Company, shall be paid by the Trustee from the Trust Fund, if 
any.

        9.2  Trust Fund Property.  All income, profits, recoveries, 
contributions, forfeitures and any and all moneys, securities and 
properties of any kind at any time received or held by the 
Trustee, if any, shall be held for investment purposes as a 
commingled Trust Fund pursuant to the terms of the Trust 
Agreement.  The Plan Administrator shall maintain one or more 
Accounts in the name of each Member, but the maintenance of an 
Account designated as the Account of a Member shall not mean that 
such Member shall have a greater or lesser interest than that due 
him by operation of the Plan and shall not be considered as 
segregating any funds or property from any other funds or 
property contained in the commingled fund.  No Member shall have 
any title to any specific asset in the Trust Fund, if any.


                                X.

                        Nature of the Plan
                        ------------------

        The Company intends and desires by the adoption of the Plan 
to recognize the value to the Company of the past and present 
services of employees covered by the Plan and to encourage and 
assure their continued service with the Company by making more 
adequate provision for their future retirement security.  The 
establishment of the Plan is, in part, made necessary by certain 
benefit limitations which are imposed on the Thrift Plan by the 
Code.  The Plan is intended to constitute an unfunded, unsecured 
plan of deferred compensation for a select group of management or 
highly compensated employees of the Company.  Plan benefits 
herein provided are to be paid out of the Company's general 
assets.  Nevertheless, subject to the terms hereof and of the 
Trust Agreement, the Company may transfer money or other property 
to the Trustee and the Trustee shall pay Plan benefits to Members 
and their beneficiaries out of the Trust Fund.  To the extent the 
Company transfers assets to the Trustee pursuant to the Trust 
Agreement, the Plan Administrator may, but need not, establish 
procedures for the Trustee to invest the Trust Fund in accordance 
with each Member's designated deemed investments pursuant to 
Article IV respecting the portion of the Trust Fund assets equal 
to such Member's Account(s).

        The Directors, in their sole discretion, may establish the 
Trust and direct the Company to enter into the Trust Agreement.  
In such event, the Company shall remain the owner of all assets 
in the Trust Fund and the assets shall be subject to the claims 
of Company creditors if the Company ever becomes insolvent.  For 
purposes hereof, the Company shall be considered "insolvent" if 
(a) the Company is unable to pay its debts as they become due, or 
(b) the Company is subject to a pending proceeding as a debtor 
under the United Sates Bankruptcy Code (or any successor federal 
statute).  The chief executive officer of the Company and its 
board of directors shall have the duty to inform the Trustee in 
writing if the Company becomes insolvent.  Such notice given 
under the preceding sentence by any party shall satisfy all of 
the parties' duty to give notice.  When so informed, the Trustee 
shall suspend payments to the Members and hold the assets for the 
benefit of the Company's general creditors.  If the Trustee 
receives a written allegation that the Company is insolvent, the 
Trustee shall suspend payments to the Members and hold the Trust 
Fund for the benefit of the Company's general creditors, and 
shall determine within the period specified in the Trust 
Agreement whether the Company is insolvent.  If the Trustee 
determines that the Company is not insolvent, the Trustee shall 
resume payments to the Members.  No Member or beneficiary shall 
have any preferred claim to, or any beneficial ownership interest 
in, any assets of the Trust Fund.


                                XI.

                        Adopting Entities
                        -----------------

        It is contemplated that other corporations, associations, 
partnerships or proprietorships may adopt this Plan and thereby 
become the Company.  Any such entity, whether or not presently 
existing, may become a party hereto by appropriate action of its 
officers without the need for approval of its board of directors 
or noncorporate counterpart or of the Directors; provided, 
however, that such entity must be an Affiliate.  The provisions 
of the Plan shall apply separately and equally to each Company 
and its employees in the same manner as is expressly provided for 
Baker Hughes Incorporated and its employees, except that the 
power to appoint or otherwise affect the Plan Administrator or 
the Trustee and the power to amend or terminate the Plan or amend 
the Trust Agreement shall be exercised by the Directors alone.  
Transfer of employment among Companies and Affiliates shall not 
be considered a termination of employment hereunder.  Any Company 
may, by appropriate action of its officers without the need for 
approval of its board of directors or noncorporate counterpart or 
the Directors, terminate its participation in the Plan.  
Moreover, the Directors may, in their discretion, terminate a 
Company's Plan participation at any time.


                                XII.

                           Miscellaneous
                           -------------

        12.1  Not Contract of Employment.  The adoption and 
maintenance of the Plan shall not be deemed to be a contract 
between the Company and any person or to be consideration for the 
employment of any person.  Nothing herein contained shall be 
deemed to give any person the right to be retained in the employ 
of the Company or to restrict the right of the Company to 
discharge any person at any time nor shall the Plan be deemed to 
give the Company the right to require any person to remain in the 
employ of the Company or to restrict any person's right to 
terminate his employment at any time.

        12.2  Alienation of Interest Forbidden.  The interest of a 
Member or his beneficiary or beneficiaries hereunder may not be 
sold, transferred, assigned, or encumbered in any manner, either 
voluntarily or involuntarily, and any attempt so to anticipate, 
alienate, sell, transfer, assign, pledge, encumber, or charge the 
same shall be null and void; neither shall the benefits hereunder 
be liable for or subject to the debts, contracts, liabilities, 
engagements or torts of any person to whom such benefits or funds 
are payable, nor shall they be an asset in bankruptcy or subject 
to garnishment, attachment or other legal or equitable 
proceedings.  

        12.3  Withholding.  All deferrals and payments provided for 
hereunder shall be subject to applicable withholding and other 
deductions as shall be required of the Company under any 
applicable local, state or federal law.

        12.4  Amendment and Termination.  The Directors may from time 
to time, in their discretion, amend, in whole or in part, any or 
all of the provisions of the Plan; provided, however, that no 
amendment may be made that would impair the rights of a Member 
with respect to amounts already allocated to his Accounts.  The 
Directors may terminate the Plan at any time.  In the event that 
the Plan is terminated, the balance in a Member's Accounts shall 
be paid to such Member or his designated beneficiary in the 
manner specified by the Plan Administrator, which may include the 
payment of a single lump sum, cash payment in full satisfaction 
of all of such Member's or beneficiary's benefits hereunder.

        12.5  Severability.  If any provision of this Plan shall be 
held illegal or invalid for any reason, said illegality or 
invalidity shall not affect the remaining provisions hereof; 
instead, each provision shall be fully severable and the Plan 
shall be construed and enforced as if said illegal or invalid 
provision had never been included herein.

        12.6  Governing Laws.  All provisions of the Plan shall be 
construed in accordance with the laws of Texas except to the 
extent preempted by federal law.