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                               February 25, 1998

Mr. George H. Juetten
5435 Preston Fairway Circle
Dallas, Texas 75252

Dear George:

As you know, on March 24, 1993, Dresser, through a letter from B. D. St. John 
made certain commitments to you as part of your departure from 
Price-Waterhouse and acceptance of employment with Dresser.  Dresser 
acknowledges that the representations made are still in effect.

The purpose of this letter is to explain the phrases "unless you are 
terminated FOR CAUSE and "after five years of SERVICE" which appear in the 
second paragraph of page two of the March 24th letter but were not adequately 
explained in that letter.

First, "unless you are terminated for cause", is limited to mean your WILLFUL 
BREACH OF OR FAILURE TO PERFORM your employment duties.  No act, or failure 
to act, on your part will be deemed "willful" unless done, or committed to be 
done, by you not in good faith and without reasonable belief that such action 
or omission was in the best interest of the Company.  Finally, your 
termination cannot be deemed "for cause" unless such designation is approved 
by the Board of Directors of the Company.

Second, "after five years of service", is inclusive to mean five years of 
service with Dresser Industries, Inc., but also includes service with any 
successor-in-interest of Dresser, which may control the interests of Dresser 
following a Change of Control.  Thus, a Change of Control (as defined in the 
Securities and Exchange act of 1934) will not end your years of service as 
described in the March 24th letter.

I hope this letter clarifies the intent of Mr. St. John's original letter.  
If you have any questions regarding this letter, please contact me at your 
convenience.

                                      Sincerely,

                                      /s/ William E. Bradford

WEB/am

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                                March 24, 1993


Mr. George H. Juetten
5435 Preston Fairway Circle
Dallas, TX  75252

Dear George:

This is to confirm our offer to you to become Vice President - Controller of 
Dresser Industries, Inc., reporting directly to me.

Your initial annual base salary will be $220,000.  In addition, you will 
participate in our Corporate Incentive Plan.  Attached is a copy of the Plan, 
which is, in effect, for our fiscal year ending October 31, 1993.  For 1993, 
your participation will be prorated based on the number of months you 
actually work during the fiscal year.

You will also participate in our 1992 Stock Compensation Plan, a copy of 
which is attached.  This Plan provides for the granting of Stock Options, 
Restricted Stock Options and Performance Stock Units.

The Performance Stock Unit Program currently in effect requires that we 
achieve an average after tax Return on Equity of 12.5% for the four years 
ending October 31, 1995.  For the cycle currently in effect, you will be 
awarded on the effective date of your employment a prorata portion of 4,000 
units.  The proration will be based on the actual number of months you are 
employed during the forty-eight month period ending October 31, 1995.

Effective with the date of your employment, you will receive a Stock Option 
for 50,000 shares under the terms of our existing stock option program.  In 
addition, you will be granted a Restricted Stock Option of 10,000 shares.  
Under this program, the exercise price for the first year is the market value 
on the date of grant.  Thereafter, the exercise price will increase on each 
anniversary date by 7-1/2% less the current dividend rate of $.60 per year. 

You will also become a participant in the Dresser Retirement Plan, with 
service credit effective on your date of employment.  This is a 
non-contributory plan which provides benefits equal to (a) 1.5% of Final 
Average Earnings (highest 5 consecutive out of last 10 years of service), 
LESS (b) 1.43% of the Social Security Benefit at age 65, TIMES (c) your years 
of credited service up to a maximum of 35 years.

To compensate you for the loss of retirement benefits with your current 
employer, we will guarantee that your annual pension commencing at age 65 
will be no less than $125,000, provided you are employed by Dresser 
Industries, Inc. for a period of at least 15 years.  To the extent that 
$125,000 exceeds the amount payable from our qualified Pension Plan, a 
supplemental payment will be made from our Supplemental Executive Retirement 
Plan or another unfunded program.  Through a similar arrangement, we will 
also guarantee the annual pension of $125,000 commencing at age 65 until you 
are terminated with cause, (e.g. unsatisfactory job performance, 
insubordination, failure to adhere to Company policy, etc.) after five years 
of service.

This letter should not be construed as a guarantee of continued employment.

We are very pleased that you will be joining Dresser and look forward to 
working with you.

                                   Sincerely,


                                   /s/  Bill St. John