UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                           FORM 10-Q

(Mark One)
[X]  Quarterly report pursuant to Section 13 or 15 (d)
     of the Securities Exchange Act of 1934

     for the quarterly period ended July 31, 1997.

[ ]  Transition report pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934

Commission file number 1-4003


                    DRESSER INDUSTRIES, INC.               
     (Exact name of registrant as specified in its charter)


           Delaware                              C 75-0813641   
(State or other jurisdiction of                (IRS Employer    
incorporation or organization)               Identification No.)

P. O. Box 718
2001 Ross                                      75221 (P. O. Box)
Dallas, Texas                                  75201            
(Address of principal executive                    (Zip Code)   
offices)

Registrant's telephone number, including area code - 214/740-6000.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months,
and (2) has been subject to such filing requirements for the
past 90 days.  Yes   X  .  No      .

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

           Class                  Outstanding at August 31, 1997
Common Stock, par value $.25                 175,396,208


                              INDEX

                                                                   Page 
                                                                  Number

Part I.   Financial Information

   Management's Representation                                       3
   Condensed Consolidated Statements of Earnings 
          for the three months and nine months ended 
          July 31, 1997 and 1996                                     4
   Condensed Consolidated Balance Sheets
          as of July 31, 1997 and October 31, 1996                   5
   Condensed Consolidated Statements of Cash Flows
          for the nine months ended July 31, 1997 and 1996           6
   Notes to Condensed Consolidated Financial Statements           7-11
   Management's Discussion and Analysis of Financial                 
          Condition and Results of Operations                    12-15 

Part II. Other Information                                          16

Signature                                                           17

Exhibit Index

   Exhibit 10.1 Dresser Industries, Inc. Restricted Stock
                Grant Plan for 1997

   Exhibit 10.2 Dresser Industries, Inc. Long-Term
                Incentive and Retention Plan

   Exhibit 27   Financial Data Schedule


                   MANAGEMENT'S REPRESENTATION

The condensed consolidated financial statements included herein
have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  The Company believes
that the disclosures are adequate to make the information
presented not misleading.  These condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements, the notes to consolidated
financial statements, and management's discussion and analysis
included in the Company's 1996 Annual Report on Form 10-K.

In the opinion of the Company, all adjustments have been
included that were necessary to present fairly the financial
position of Dresser Industries, Inc. and subsidiaries as of
July 31, 1997 and October 31, 1996, the results of operations
for the three months and the nine months ended July 31, 1997
and 1996, and cash flows for the nine months ended July 31,
1997 and 1996. These adjustments consisted of normal recurring
adjustments.  The results of operations for such interim
periods do not necessarily indicate the results for the full
year.
<TABLE>
            DRESSER INDUSTRIES, INC. AND SUBSIDIARIES           
          CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
               (In Millions Except Per Share Data)
   
<CAPTION>
                           Three Months Ended          Nine Months Ended  
                                 July 31,                    July 31,      
                          1997          1996         1997            1996
                             (Unaudited)                  (Unaudited)    
<S>                    <C>         <C>            <C>            <C>
Revenues               $ 1,872.3   $ 1,638.0      $ 5,348.1      $ 4,730.5 
Cost of revenues        (1,435.1)   (1,268.4)      (4,142.4)      (3,690.7)
  Gross earnings           437.2       369.6        1,205.7        1,039.8 

Selling, engineering, admini-
  strative and general 
  expenses                (272.3)     (244.7)        (797.4)        (724.8)

Other income (deductions)
  Interest expense, net    (14.5)      (12.7)         (44.5)         (33.6)
  Non-recurring items       (9.7)         -            (9.7)            -  
  Other, net                (1.4)        0.5           (4.1)          (3.9)
          
  Earnings before items 
    below                  139.3       112.7          350.0          277.5 

Income taxes               (48.7)      (38.4)        (122.5)         (94.4)

Minority interest           (9.1)       (6.0)         (19.1)         (11.0)

  Net earnings           $  81.5    $   68.3       $  208.4       $  172.1 

Earnings per common 
  share                  $   .47    $    .38       $   1.19       $    .95 

Cash dividends per 
  common share          $    .17    $    .17       $    .51       $    .51 

Average common shares 
  outstanding              175.2       178.4          175.8          180.5 

         See accompanying Notes to Condensed Consolidated Financial
                          Statements.
</TABLE>
<TABLE>
            DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS
                          (In Millions)
<CAPTION>
                                            July 31,  October 31,
     ASSETS                                  1997         1996   
                                          (Unaudited)

Current Assets    
  <S>                                     <C>         <C>
  Cash and cash equivalents               $  131.1    $  232.4 
  Notes and accounts receivable, net       1,151.3     1,152.1 
  Inventories, net                           968.8       913.6 
  Deferred income taxes                       82.7        83.8 
  Other current assets                        80.3        87.6 
    Total Current Assets                   2,414.2     2,469.5 

Investments in and receivables from 
  unconsolidated affiliates                  183.2       182.5 
Goodwill, net                                835.3       870.6 
Deferred income taxes                        206.3       184.0 
Other assets                                 186.6       181.2 

Property, plant and equipment - at cost    2,797.2     2,836.7 
Accumulated depreciation and amortization  1,638.5     1,574.3 
    Total properties, net                  1,158.7     1,262.4 
      Total Assets                        $4,984.3    $5,150.2 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Short-term debt                         $   59.1    $   86.0         
  Accounts payable                           519.2       570.6 
  Contract advances                          382.1       459.8 
  Accrued compensation and benefits          262.4       250.4 
  Income taxes                               119.8       111.3 
  Other current liabilities                  327.1       383.7 
    Total Current Liabilities              1,669.7     1,861.8 

Employee retirement and postemployment 
  benefit obligations                        648.2       676.3 
Long-term debt                               754.3       756.3 
Deferred compensation, insurance 
  reserves and other liabilities             131.1       118.0 
Minority interest                            165.5       155.6 

Shareholders' Equity
  Common shares                               46.2        46.2 
  Capital in excess of par value             451.8       454.8 
  Retained earnings                        1,506.4     1,420.8 
  Cumulative translation adjustments        (110.6)      (81.5)
  Pension liability adjustment                (6.9)       (6.9)
                                           1,886.9     1,833.4 
  Less treasury shares, at cost              271.4       251.2 
    Total Shareholders' Equity             1,615.5     1,582.2 
      Total Liabilities and 
        Shareholders' Equity              $4,984.3    $5,150.2 
Actual common shares outstanding             175.3       175.6 

   See accompanying Notes to Condensed Consolidated Financial
                         Statements.
</TABLE>
<TABLE>
            DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (In Millions)
<CAPTION>
                                             Nine Months Ended  
                                                 July 31,     
                                              1997       1996   
                                               (Unaudited)     
    
Cash flows from operating activities:
  <S>                                      <C>          <C>
  Net earnings                             $  208.4     $  172.1 
  Adjustments to reconcile net earnings 
    to cash flow: 
      Depreciation and amortization           191.9        167.0              
      Equity earnings from 
        unconsolidated affiliates             (29.2)       (20.2)             
      Minority interest                        19.1         11.0 
      Contract advances                       (77.7)       128.0 
      Changes in working capital             (206.8)      (251.5)
      Other - net                              (6.9)         (.9)

      Net cash provided by operating 
        activities                             98.8        205.5 

Cash flows from investing activities:
  Capital expenditures                       (186.6)      (223.7)
  Business acquisitions                        (3.6)       (26.2)
  Proceeds from sales of assets               127.9         12.4 
    Net cash used by investing 
      activities                              (62.3)      (237.5)

Cash flows from financing activities:
  Dividends paid                              (89.6)       (92.3)
  Purchases of common shares for 
    Treasury                                  (41.9)      (191.4)
  Issuance of common shares                    17.3         18.0 
  Increase (decrease) in short-term debt      (26.9)       213.4 
  Decrease in long-term debt                   (2.1)        (1.8)

    Net cash used by financing 
      activities                             (143.2)       (54.1)

Effect of translation adjustments on 
  cash                                          5.4         (3.7)

Net decrease in cash and cash 
  equivalents                                (101.3)       (89.8)

Cash and cash equivalents, 
  beginning of period                         232.4        248.7 

Cash and cash equivalents, 
  end of period                            $  131.1     $  158.9 
 

   See accompanying Notes to Condensed Consolidated Financial 
   Statements. Certain reclassifications of prior years' data 
        have been made to conform to 1997 presentation.
</TABLE>
<TABLE>
            DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          July 31, 1997
                           (Unaudited)

Note A - Information by Industry Segment (In Millions)          
<CAPTION>
  
                             Three Months Ended   Nine Months Ended  
                                  July 31,           July 31,      
                               1997     1996      1997      1996   

Revenues

  Petroleum Products and 
    <S>                      <C>      <C>      <C>      <C>
    Services                 $  700.0 $  554.1 $1,947.3 $1,542.2 
    
  Engineering Services
    M. W. Kellogg Operations    465.7    391.0  1,367.4  1,249.4 

  Energy Equipment
    Compression and Pumping     314.4    315.8    902.2    856.2 
    Measurement                 167.3    154.3    482.5    456.1 
    Flow Control                154.8    157.8    443.1    453.7 
    Power Systems                80.7     70.4    225.9    213.9 
                                717.2    698.3  2,053.7  1,979.9 
  Eliminations                  (10.6)    (5.4)   (20.3)   (41.0)
    Total revenues           $1,872.3 $1,638.0 $5,348.1 $4,730.5 

Operating profit 

  Petroleum Products and 
    Services                 $   87.2 $   61.4 $  234.6 $  171.4 

  Engineering Services           26.9     24.7     77.7     65.6 

  Energy Equipment
    Compression and Pumping      27.4     26.7     59.0     56.0 
    Measurement                  18.6     12.8     45.5     34.0 
    Flow Control                 19.8     17.8     45.8     46.6 
    Power Systems                 8.4      9.8     21.9     22.2 
                                 74.2     67.1    172.2    158.8 

      Total segment 
        operating profit        188.3    153.2    484.5    395.8 

Amortization of acquisition 
  intangibles                    (7.6)    (7.3)   (23.0)   (23.5)
General corporate expenses      (17.2)   (20.5)   (57.3)   (61.2)
Interest expense, net           (14.5)   (12.7)   (44.5)   (33.6)
Nonrecurring items               (9.7)      -      (9.7)      -  

  Earnings before taxes and 
    minority interest        $  139.3 $  112.7 $  350.0 $  277.5 
</TABLE>

Note B - Unconsolidated Affiliated Companies                    
  
The Company has several investments in less than majority owned
affiliates.  A summary of the impact of these investments on
the condensed consolidated financial statements follows (in
millions):
<TABLE>
<CAPTION>
                            Three Months Ended        Nine Months Ended  
                                 July 31,                    July 30,      
                              1997       1996          1997        1996   

   Share of earnings of uncon-
    solidated affiliates
      Ingersoll-Dresser Pump 
        <S>                  <C>        <C>          <C>         <C>
        (49% owned)          $    7.0   $    4.7     $   22.1    $   16.4 
      Other affiliates            3.1        1.7          7.1         3.8 
                             $   10.1   $    6.4     $   29.2    $   20.2 
</TABLE>
<TABLE>
<CAPTION>
                                     July 31,         October 31,
                                      1997               1996    

  Investments in and receivables 
    from unconsolidated affiliates
      Ingersoll-Dresser Pump 
        <S>                          <C>              <C>
        (49% owned)                  $  130.8         $  132.5 
      Other affiliates                   52.4             50.0 
                                     $  183.2         $  182.5 
</TABLE>

Note C - Inventories                                            
  
The determination of inventory values and cost of sales under
the LIFO method for interim financial results is based on
management's estimates of expected year-end inventories.

Inventories include the following (in millions):
<TABLE>
<CAPTION>
                                         July 31,      October 31,
                                           1997           1996    
  Finished products and work in
    <S>                                 <C>            <C>
    process                             $ 748.2        $ 699.4 
  Raw materials and supplies              220.6          214.2 
                                        $ 968.8        $ 913.6 
</TABLE>

Note D - Dividends                                              

On July 17, 1997, the Company announced a 12% increase in the
quarterly dividend to $.19.  At the same time, the Company
declared  a quarterly dividend at the new amount per share of
common stock payable on September 22, 1997, to shareholders of
record on September 2, 1997.


Note E - Litigation and Contingencies                           
  
The Company is involved in certain legal actions and claims
arising in the ordinary course of business.  See Note J -
Commitments and Contingencies - in the Company's 1996 Annual
Report on Form 10-K for a complete discussion of these matters. 
A discussion of significant changes subsequent to October 31,
1996 follows.

General Litigation

On August 28, 1997, the Eleventh Circuit Federal Court of
Appeals issued its decision in favor of the Company by
reversing the trial court's decision in a lawsuit brought by
parties who purchased a construction equipment dealership from
a third party in 1988.  The Court held that the trial court
judge should have granted the Company's motion for summary
judgment and reversed the plaintiff's awarded judgment of $6.5
million for compensatory damages and $4.0 million for punitive
damages.

Asbestosis Litigation

The Company has approximately 80,200 pending claims at July 31,
1997, with approximately 7,500 new claims filed and
approximately 2,400 claims resolved during the third quarter of
the fiscal year. Approximately 37,000 claims are currently
being carried as pending until the settlements or dismissals
are final.  Resolution of these claims will reduce the number
of pending claims at July 31, 1997, by approximately 44% for
refractory product claims and 47% for non-refractory product
claims. 

Management recognizes the uncertainties of litigation and the
possibility that one or more adverse rulings could materially
impact operating results.  However, based upon the nature of
and  management's understanding of the facts and circumstances
which gave rise to such actions and claims, management believes
that such litigation and claims will be resolved without
material effect on the Company's financial position or results
of operations.

Note F - Baroid Financial Information                           
  
Dresser Industries, Inc. (Dresser) merged with Baroid
Corporation (Baroid) on January 21, 1994.  Baroid has ceased
filing periodic reports with the Securities and Exchange
Commission.  Baroid's 8% Senior Notes (the Notes)remain
outstanding and are fully guaranteed by the Company.  As long
as the Notes remain outstanding, summarized financial
information of Baroid is required to be presented as follows
(in millions):
<TABLE>
<CAPTION>
                                           July 31,    October 31,
                                             1997         1996   
   Baroid Corporation
    <S>                                    <C>          <C>
    Current assets                         $  914.0     $  796.2 
    Noncurrent assets                         482.2        578.9 
      Total                                $1,396.2     $1,375.1 

    Current liabilities                    $  372.3     $  377.7 
    Noncurrent liabilities                    359.2        429.2 
    Shareholders' equity                      664.7        568.2 
      Total                                $1,396.2     $1,375.1 
</TABLE>
<TABLE>                              
<CAPTION>
                             Three Months Ended          Nine Months Ended  
                                 July 31,                    July 31,      
                               1997       1996           1997         1996      

    <S>                      <C>        <C>            <C>          <C>
    Revenues                 $  531.4   $  424.6       $1,435.7     $1,157.4 
    Gross earnings           $  148.8   $  117.3       $  403.1     $  327.3 
    Earnings from operations $   71.3   $   50.5       $  183.9     $  141.7 
    Other income (deductions)    (7.9)      (2.3)         (15.6)       (13.9)
    Earnings before taxes
      and minority interests     63.4       48.2          168.3        127.8 
    Income taxes                (22.2)     (16.3)         (58.9)       (43.4)
    Minority interest              .7        (.3)            .4          (.5)
    Net earnings             $   41.9   $   31.6       $  109.8     $   83.9 
</TABLE>

Note G - Other Developments                                     
  
During the third quarter of 1997, the Company completed the
sale of certain assets of its Sub Sea International Unit to
Global Industries, Ltd. for $102 million in cash, which
resulted in a pretax loss of $9.7 million, or $.03 per share on
an after-tax basis.

Subsequent to July 31, 1997, the Company and Shaw Industries
Ltd. of Toronto, Ontario, agreed to a long-term extension of
their strategic pipecoating alliance, Bredero-Shaw, initially
formed in 1996.  In connection with the new agreement, Shaw
agreed to pay the Company $50 million over a four year period.
This transaction will result in a one-time, pretax gain of
$41.7 million in the fourth quarter of 1997, or $0.15 per
share.


             MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS - THREE MONTHS AND NINE MONTHS ENDED 
JULY 31, 1997 COMPARED TO 1996

CONSOLIDATED OPERATIONS

Earnings per share for the third quarter, including a non-recurring 
loss of $.03 per share from the recent sale of certain assets of the 
Company's Sub Sea operations, increased 24% to $.47 per share.  
Excluding the nonrecurring items, earnings improved 32% to $.50 
per share. Revenues for the quarter increased 14% to $1.9 billion and 
operating profit increased 23% to $188.3 million. 

Earnings per share for the first nine months of 1997 totaled
$1.19, including the non-recurring loss of $.03 per share. 
Excluding the non-recurring items, year-to-date earnings were
$1.22 per share, an increase of 28% above the prior year. 
Revenues of $5.3 billion increased 13% and operating profit of
$484.5 million was 22% higher than the prior year.

Drilling and production operations continue to operate in
strong market conditions where rig count is up 16% worldwide.
In addition, global project activity is high for production and
processing facilities, particularly related to natural gas.
Strong demand for LNG, pipeline, petrochemical and fertilizer
infrastructure is reflected in the Company's growing backlog
for equipment, process technology and project management.  A
record backlog of $5.4 billion was 15% higher than the level a
year ago. 

Selling, engineering, administrative and general expenses of
$272.3 million for the quarter and $797.4 million for the nine
months were 11% and 10% higher than the prior year periods,
respectively.  The increase was primarily due to higher levels
of business activity. 

Net interest expense of $14.5 million in the quarter and $44.5
million for the nine months was up 14% and 32%, respectively,
from the 1996 periods, due primarily to an increase in average
borrowing levels and a higher interest rate on new long-term
debt versus the previously issued commercial paper.

During the quarter, the Company completed the sale of certain
assets of the Sub Sea operations, as noted above, and
recognized a non-recurring pretax loss of $9.7.

The estimated income tax rate for the nine months ended July
31, 1997, is 35%, compared to 34% for last year.

On August 7, 1997, the Company extended the strategic alliance
with Shaw Industries, Ltd. This transaction will result in a
one-time pretax gain of $41.7 million in the fourth quarter of
1997,  or $0.15 per share.

INDUSTRY SEGMENT ANALYSIS

See Note A to Condensed Consolidated Financial Statements for
details of financial information by Industry Segment. 

PETROLEUM PRODUCTS AND SERVICES SEGMENT

Revenues of $700.0 million for the quarter and $1,947.3 million
for the nine months were both 26% higher than those of the 1996
periods.  Operating profit increased 42% to $87.2 million for
the quarter and 37% to $234.6 million for the nine months.

The revenue and operating profit gains for the quarter outpaced
gains in rig activity.  Worldwide rig count increased 16% led
by a 28% increase in North America.  In addition, offshore rig
count was up 4%. Baroid Drilling Fluids, Sperry-Sun and
Security DBS saw substantial volume increases in both the
quarter and the nine month periods.  Improved pricing and
product mix also contributed to higher earnings.

Bredero-Shaw, Sub Sea and Wellstream had significantly higher
revenues in both the quarter and the nine months.  Bredero-Shaw
and Wellstream had improved profits in both periods.  Pipeline
activity in the North Sea, Far East and the U.S. contributed to
the improved performance of the Bredero-Shaw pipecoating
business.  Wellstream benefitted from subsea completion
activity in the North Sea and offshore Brazil.  Sub Sea
continues to have good results in the North Sea, but has been
negatively impacted by market conditions in the Gulf of Mexico.

ENGINEERING SERVICES SEGMENT

For the quarter, M. W. Kellogg's operating profit increased 9%
to $26.9 million and revenues increased 19% to $465.7 million. 
For the nine months, operating profit was up 18% to $77.7
million and revenues were up 9% to $1.4 billion.  The profit
improvement for the quarter and the nine months reflected
higher activity on LNG and ammonia projects in Africa, the Mid
East and Latin America, with earnings also benefitting from
successful milestones being reached on several projects
completed or nearing completion in the U.S., the Far East and
South America.  Bid and proposal costs continue to run at high
levels, reflecting the continuing strength of demand for
hydrocarbon processing infrastructure.  Backlog at July 31,
1997 was $3.2 billion, 29% higher than a year ago.

ENERGY EQUIPMENT SEGMENT

Segment operating profit for the quarter of $74.2 million was
up 11% and revenues of $717.2 million were up 3%.  For the nine
months, segment operating profit of $172.2 million and revenues
of $2.1 billion were up 8% and 4%, respectively.  Segment
backlog was $1.8 billion, up 5% from a year ago.

Compression and Pumping

Revenues and operating profits for the quarter were essentially
the same as last year with an increase in earnings from
Ingersoll-Dresser Pump more than offsetting lower revenues and
earnings by Dresser-Rand.  For the nine months, both revenues
and operating profits were up 5%.  The revenue gain was
attributable to Dresser-Rand, while the earnings increase was
primarily from Ingersoll-Dresser Pump. Dresser-Rand's earnings
continue to be affected by lower margin complete machine sales
that were partially offset by higher contract compression
activity in South America.  The Ingersoll-Dresser Pump earnings
improvement is attributable to the U.S. operations of the
Engineered Products Group.

Measurement

Operating profits were up 45% while revenues rose 8% in the
quarter.  In the nine months, operating profits were up 34%
while revenues rose 6%. Successful product introductions and
lower U.S. cost structure in the Wayne fuel dispenser business
and higher volume in the DMD gas meter business accounted for
the majority of the increases.

Flow Control

Operating profits for the quarter were up 11% while revenues
were essentially flat versus 1996.  The earnings improvement
resulted from higher volume, better product mix and improved
margins by the Energy Valve Division.  For the nine months,
earnings were essentially the same as 1996 while revenues were
down slightly.

Power Systems

Quarterly revenues increased 15%, but operating profits were
down 14% from last year.  Nine-month revenues were up 6% while
operating profits were essentially the same as last year.
Waukesha Engine operations experienced lower original equipment
volumes offset by higher service parts activity. The Roots
Blower operations benefitted from higher volume and improved
product mix.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

The Company's overall financial condition remained strong at
July 31, 1997.  Since the beginning of the year, the Company
used $101.3 million more cash than was generated by operations. 
Major expenditures included $186.6 million for capital
expenditures, $89.6 million for dividends, and $41.9 million
for purchases of the Company's common shares.  In addition,
$206.8 million of cash was used to finance working capital,
primarily for increases in inventories and decreases in
payables and accrued expenses. Cash flow from operating
activities for the nine months was $98.8 million compared to
$205.5 million last year.  The change between years was
primarily due to planned decreases in contract advances at M.
W. Kellogg this year versus significant increases last year.
During the third quarter of 1997, the Company completed the
sale of certain assets of its Sub Sea International Unit to
Global Industries, Ltd. for $102 million in cash.  The proceeds
received were used to pay down commercial paper.

Total debt was $813.4 million as of July 31, 1997, compared to
$842.3 million at October 31, 1996.  Total debt was 34% of
total book capitalization as of July 31, 1997 versus 35% at
October 31, 1996.  Net debt was 9% of market capitalization at
July 31, 1997 and October 31, 1996.

LEGAL AND ENVIRONMENTAL MATTERS

The Company is currently involved in a number of lawsuits and
has also been identified as a potentially responsible party in
a number of Superfund sites.  Note E to Condensed Consolidated
Financial Statements includes significant changes subsequent to
October 31, 1996.

In accordance with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company notes
that the statements in this Form 10-Q and elsewhere, which are
forward-looking and which provide other than historical
information, involve risks and uncertainties that may impact
the Company's results of operations.  These forward-looking
statements include, among others, statements concerning the
Company's general business strategies, financing decisions,
corporate structure, backlog, operating trends, industry
trends, cost reduction strategies and their results,
expectations for funding capital expenditures and operations in
future periods.  The Company also continues to face many risks
and uncertainties including: litigation, environmental laws,
operations in high risk countries, technological and structural
changes in the industries served by the Company, changes in the
price of oil and natural gas, changes in capital spending by
customers in the hydrocarbon industry for exploration,
development, production, processing and refining and pipeline
delivery networks.  The risks and uncertainties inherent in
these forward-looking statements could cause actual results to
differ materially from those expressed in or implied by these
statements.


                   PART II.  OTHER INFORMATION

Item 2.   Changes in Securities

               (c)  On July 17, 1997, certain executive officers
                    were awarded a total of 20,000 restricted shares
                    of the Company's $.25 par value Common Stock
                    pursuant to the Dresser Industries, Inc.
                    Restricted Stock Grant Plan For 1997.  Shares
                    issued pursuant to the Plan are not registered.
                    Upon termination of employment, participants
                    will forfeit all unvested restricted stock. 
                    Participants will vest in their entire award
                    upon approved retirement, disability or change
                    in control of the Company.  Assuming continued
                    employment, participants will vest in one-fourth
                    of the shares on each of the second and fourth
                    anniversary and vest in the remaining one-half
                    on the sixth anniversary of the award.
                    Consideration received by the Registrant will
                    consist of continued employment through the
                    vesting dates previously stated.

                    In issuing the above securities, the Company
                    relied on the exemption from the registration
                    and prospectus delivery requirements provided by
                    Section 4(2) of the Securities Act of 1933.


Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits.

                    Exhibit 10.1   Dresser Industries, Inc.
                                   Restricted Stock Grant Plan For 1997

                    Exhibit 10.2   Dresser Industries, Inc. Long-Term
                                   Incentive and Retention Plan

                    Exhibit 27     Financial Data Schedule

               (b)  Reports on Form 8-K.

               There were no reports on Form 8-K filed during the three months 
               ended July 31, 1997.
 
                            SIGNATURE

          Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                                   DRESSER INDUSTRIES, INC.



                                   By:  /s/ Kenneth J. Kotara
                                        Kenneth J. Kotara
                                        Controller


Dated: September 12, 1997


                          EXHIBIT INDEX


Exhibit   Description

 10.1     Dresser Industries, Inc. Restricted Stock Grant Plan
          For 1997

 10.2     Dresser Industries, Inc. Long-Term Incentive and
          Retention Plan

   27     Financial Data Schedule.  (Pursuant to Item
          601(c)(iv) of Regulation S-K, the Financial Data
          Schedule is not deemed to be "filed" for purposes of
          Section 11 of the Securities Act of 1933, as amended,
          or Section 18 of the Securities Exchange Act of 1934,
          as amended.)