As filed with the Securities and Exchange Commission on January 14, 1997.
 
                                          Registration No. 33-
-------------------------------------------------------------------------
    

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549
                         ----------------------


                                FORM S-8
                         REGISTRATION STATEMENT
                                  UNDER
                       THE SECURITIES ACT OF 1933
                       --------------------------



                        BAKER HUGHES INCORPORATED
           (Exact name of issuer as specified in its charter)


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


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


         Baker Hughes Incorporated Supplemental Retirement Plan
                        (Full title of the plan)
                       ---------------------------


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


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


                     CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
                          Proposed      Proposed
 Title of Securities      Maximum       Maximum      Amount of
       to be              Offering      Aggregate   Registration
     Registered           Price Per     Offering        Fee
                         Obligation     Price (1)      
--------------------------------------------------------------------------
Deferred Compensation      100%       $30,000,000    $9,090.00
Obligations (2)
--------------------------------------------------------------------------

(1)  Estimated solely for the purpose of determining the registration fee.

(2)  The Deferred Compensation Obligations are unsecured obligations of
     Baker Hughes Incorporated to pay deferred compensation in the future
     in accordance with the terms of the Baker Hughes Incorporated
     Supplemental Retirement Plan for a select group of eligible
     employees.


                              Part II

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

     Baker Hughes Incorporated (the "Company") hereby incorporates
into this Registration Statement, by reference, the following
documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
     
(i)       The Company's Annual Report on Form 10-K for the
          fiscal year ended September 30, 1996.

     All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the effective date of
this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement indicating that
all securities offered hereby have been sold or deregistering all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the
date of filing of such documents.  Any statement contained herein
or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified or superseded.

Item 4.   Description of Securities
-------   -------------------------

     The securities to be registered are Deferred Compensation
Obligations under the Baker Hughes Incorporated Supplemental
Retirement Plan (the "Plan").  The Plan provides designated Company
employees ("Members") with an opportunity to defer a portion of
their compensation by electing an amount to be deferred ("Member
Deferral") and the timing and form of payment for the deferred
amount.  Under the Plan and subject to vesting, the Company matches
a portion of the Member Deferral ("Company Deferral" and together
with the Member Deferral "Deferred Compensation Obligations").  The
Deferred Compensation Obligations are not convertible into another
security of the Company.  A summary of certain provisions of the
Plan follows but is subject to the actual provisions of the Plan. 
Capitalized terms used but not defined in this Item have the
respective meanings ascribed to them in the Plan.

     The Deferred Compensation Obligations represent unsecured
obligations of the Company to pay deferred compensation (plus any
net income or net loss attributable thereto) in the future in
accordance with the terms of the Plan and any trust agreement
entered into pursuant to the Plan.  If the Company becomes
insolvent, the Deferred Compensation Obligations (plus any net
income or net loss attributable thereto) shall be subject to the
claims of the creditors of the Company.  In such event, Members and
their beneficiaries shall constitute unsecured general creditors of
the Company with respect to amounts otherwise payable thereunder
and shall have no preferred claim to, or beneficial ownership
interest in, Deferred Compensation Obligations or assets of any
Trust Fund (as defined).

     Subject to the provisions of the Plan relating to insolvency
of the Company and to the terms of any subsequent election made by
a Member, the Deferred Compensation Obligations (plus any net
income or net loss attributable thereto) will be payable as soon as
administratively practicable as of the date irrevocably elected by
such Member pursuant to the Plan and which occurs after the
Valuation Date (as defined, generally the end of each calendar
month) coinciding with or next following the date the Member
terminates employment with the Company and its affiliates. 
Benefits received upon such Member's termination of employment may
be paid in a single lump sum or in annual installments over 5, 10
or 15 years based generally upon the election made by the Member.

     A Member may be permitted to withdraw a limited amount of
benefits from the Plan if the Plan Administrator, upon written
petition of a Member, determines in its sole discretion that such
member has suffered an Unforeseeable Financial Emergency (as
defined).  In the event of such determination, the 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 the Member's Accounts (as defined).

     Each Member has the right to designate a beneficiary or
beneficiaries to receive payment of the member's benefits under the
Plan in the event of the Member's death.  The Member has the right
to revoke such designation or to substitute another beneficiary, or
other beneficiaries, in accordance with the Plan.

     Under the Plan, Deferred Compensation Obligations may be
invested in one or more investment funds available under the Plan
that are designated by the Member, or by the Plan Administrator in
the event the Member fails to make a proper designation.  Each
Member will have separate Accounts which will be valued separately. 
As of each Valuation Date (as defined), the Plan Administrator will
allocate the net income (or net loss) of each Fund (as defined) to
all of the Accounts of Members investing in such Funds.  The net
income (or net loss) on a 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 Plan and
any Trust (as defined).

     Except as otherwise provided by law, the interest of a Member
or beneficiary under the Plan 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 under the Plan be 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.

     The Company's Board of Directors has the right to 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
such Member's Accounts.  The Board of Directors may terminate the
Plan at any time.  If Plan is terminated, the balance in a Member's
Accounts shall be paid to such Member or his or her 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 such Member's or beneficiary's benefits
under the Plan.

Item 5.   Interests of Named Experts and Counsel.
-------   ---------------------------------------
     Certain legal matters with respect to the Securities offered
hereby will be passed upon for the Company by Lawrence O'Donnell,
III, Vice President and General Counsel for the Company, Houston,
Texas.  Mr. O'Donnell is eligible to participate in the Baker
Hughes Incorporated Supplemental Retirement Plan.

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

     The Company's Restated Certificate of Incorporation contains
a provision that eliminates the personal liability of a director to
the Company and its stockholders for monetary damages for breach of
his fiduciary duty as a director to the extent currently allowed
under the Delaware General Corporation Law.  If a director were to
breach such duty in performing his duties as a director, neither
the Company nor its  stockholders  could  recover monetary  damages 
from  the director, and the only course of action available to the
Company's stockholders would be equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of
fiduciary duty.  To the extent certain claims against directors are
limited to equitable remedies, the provision in the Company's
Restated Certificate of Incorporation may reduce the likelihood of
derivative litigation and may discourage stockholders or management
from initiating litigation against directors for breach of their
fiduciary duty.  Additionally, equitable remedies may not be
effective in many situations.  If a stockholder's only remedy is to
enjoin the completion of the Board of Directors' action, this
remedy would be ineffective if the stockholder does not become
aware of a transaction or event until after it has been completed. 
In such a situation, it is possible that the stockholders and the
Company would have no effective remedy against the directors.

     Under the Company's Restated Certificate of Incorporation,
liability for monetary damages remains for (i) any breach of the
duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payment of an improper
dividend or improper repurchase of the Company's stock under
Section 174 of the Delaware General Corporation Law, or (iv) any
transaction from which the director derived an improper personal
benefit.  The Company's Restated Certificate of Incorporation
further provides that in the event the Delaware General Corporation
Law is amended to allow the further elimination or limitation of
the liability of directors, then the liability of the Company's
directors shall be limited or eliminated to the fullest extent
permitted by the amended Delaware General Corporation Law.

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

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

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

     If unsuccessful in defense of a suit brought by or in the
right of the Company, where such suit is settled, such a person
shall be indemnified under such law only against expenses
(including attorneys' fees) actually and reasonably incurred in the
defense or settlement of such suit if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company, except that if such person is
adjudged to be liable in such a suit for negligence or misconduct
in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is
fairly and reasonably entitled to indemnity for such expenses.

     The Indemnification Agreement provides directors and officers
with specific contractual assurance that indemnification and
advancement of expenses will be available to them regardless of any
amendments to or revocation of the indemnification provisions of
the Company's Bylaws.  The Indemnification Agreement provides for
indemnification of directors and officers against both stockholder
derivative claims and third-party claims.  Sections 145(a) and
145(b) of the Delaware General Corporation Law, which grant
corporations the power to indemnify directors and officers,
specifically authorize lesser indemnification in connection with
derivative claims than in connection with third-party claims.  The
distinction is that Section 145(a), concerning third-party claims,
authorizes expenses and judgments and amounts paid in settlement
(as is provided in the Indemnification Agreement), but Section
145(b), concerning derivative suits, generally authorizes only
indemnification of expenses.  However, Section 145(f) expressly
provides that the indemnification and advancement of expenses
provided by or granted pursuant to the subsections of Section 145
shall not be exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any agreement. It is unclear whether a court would decide that
Delaware's public policy would support this aspect of the
Indemnification Agreement under the authority of Section 145(f), or
whether Delaware's public policy would cause its invalidation
because it does not conform to the distinctions contained in
Sections 145(a) and 145(b).

     Pursuant to the Indemnification Agreement, the Company has
agreed to provide, at all times during the two-year period
following a "change in control" (as defined in the Indemnification
Agreement) of the Company, irrevocable letters of credit in an
aggregate amount not less than $25,000,000 for the benefit of the
officers and directors of the Company to secure the Company's
obligations under the Indemnification Agreement.

     Delaware corporations also are authorized to obtain insurance
to protect officers and directors from certain liabilities,
including liabilities against which the corporation cannot
indemnify its directors and officers.  The Company currently has in
effect a directors' and officers' liability insurance policy
providing aggregate coverage in the amount of $100,000,000.

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

     Not applicable.

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

4.1  Baker Hughes Incorporated Supplemental Retirement Plan.

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

23.1 Consent of Deloitte & Touche LLP.

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

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

Item 9.  Undertakings
-------  ------------

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     Registration Statement:

          (i)  To include any prospectus required by section 10(a)
     (3) of the Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the Registration Statement
     (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental
     change in the information set forth in the Registration
     Statement.

          (iii) To include any material information with respect to
     the plan of distribution not previously disclosed in the
     Registration Statement or any material change to such
     information in the Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the registrant pursuant
     to section 13 or section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.
      
     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. 

     (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions,  or otherwise,  the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by  a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                           POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lawrence O'Donnell, III and James
D. Woods, and each of them, each of whom may act without joinder of the
other, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all pre- and post-
effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them,
or the substitute or substitutes of any or all of them, may lawfully do
or cause to be done by virtue hereof.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston, State of
Texas, on January 13, 1997.


                              Baker Hughes Incorporated




                         By:  /s/ James D. Woods
                              -------------------------------------
                              James D. Woods
                              Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

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

                           
/s/ James D. Woods       Chairman of the Board         January 13, 1997
--------------------          
   (James D. Woods)

                         President and Chief
                         Executive Officer
/s/ Max L. Lukens        (principal executive officer) January 13, 1997
--------------------
   (Max L. Lukens)

                       Senior Vice President and Chief           
                         Financial Officer (principal  
/s/ E. L. Mattson            financial officer)        January 13, 1997 
--------------------
   (E. L. Mattson)



                             Controller (principal
/s/ James E. Braun           accounting officer)       January 13, 1997
--------------------
   (James E. Braun)


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

/s/ Lester M. Alberthal, Jr.       Director            January 13, 1997
-----------------------------
    Lester M. Alberthal, Jr.


/s/ Victor G. Beghini              Director            January 13, 1997
-----------------------------
    Victor G. Beghini


/s/ Jack S. Blanton                Director            January 13, 1997
----------------------------
    Jack S. Blanton


/s/ Harry M. Conger                Director            January 13, 1997
----------------------------
    Harry M. Conger


/s/ Eunice M. Filter               Director            January 13, 1997
----------------------------
    Eunice M. Filter


/s/ Joe B. Foster                  Director            January 13, 1997
----------------------------
    Joe B. Foster


/s/ Richard D. Kinder              Director            January 13, 1997
----------------------------
    Richard D. Kinder


/s/ John F. Maher                  Director            January 13, 1997
----------------------------
    John F. Maher


/s/ James F. McCall                Director            January 13, 1997
----------------------------
    James F. McCall


/s/ Dana G. Mead                   Director            January 13, 1997
----------------------------
    Dana G. Mead
                                   

/s/ Donald C. Trauscht             Director            January 13, 1997
----------------------------
    Donald C. Trauscht