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

                                  FORM 10-Q/A
 
                                AMENDMENT NO. 1
                                       TO

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

     for the quarterly period ended January 31, 1998.
                                    ----------------

[ ]  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 February 28, 1998
----------------------------                    --------------------------------
Common Stock, par value $.25                                175,489,466




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                             EXPLANATORY STATEMENT

     Dresser Industries, Inc.'s (the "Company") Quarterly Report for the perioed
ending January 31, 1998 on Form 10-Q is being amended in order to include as
exhibits restated Financial Data Schedules for the periods as required in
Regulation S-K Item 601(c)(2)(iii).  The restatment is due to a change in
accounting principle, specifically, Statement of Financial Accounting Standards
No. 128, "Earnings per Share".  Pursuant to item 601(c)(1)(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.


                          PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits.

               Exhibit 10.1   Agreement and Plan of Merger dated February 25,
                              1998 by and between Halliburton Company,
                              Halliburton, N.C., Inc. and Dresser Industries,
                              Inc.

               Exhibit 10.2   Stock Option Agreement, dated February 25, 1998 by
                              and between Dresser Industries, Inc. and
                              Halliburton Company.

               Exhibit 10.3   Form of Severance Agreement.

               Exhibit 10.4   Agreement between Dresser Industries, Inc. and
                              George H. Juetten and amendment.

               Exhibit 10.5   Form of Waiver of Rights Under the Dresser
                              Industries, Inc. Long-Term Incentive and Retention
                              Plan.

               Exhibit 27.1   Financial Data Schedule.

               Exhibit 27.2   Restated Financial Data Schedule.

               Exhibit 27.3   Restated Financial Data Schedule.

               Exhibit 27.4   Restated Financial Data Schedule.

          (b)  A report on Form 8-K dated February 26, 1998 was filed for Item
               1.









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                                   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: April 16,1998










































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                                 EXHIBIT INDEX


EXHIBIT   DESCRIPTION


10.1      Agreement and Plan of Merger dated February 25, 1998 by and between
          Halliburton Company, Halliburton, N.C., Inc. and Dresser Industries,
          Inc.  (Incorporated by reference to Exhibit 10.1 to Registrant's Form
          10-Q for the period ended January 31, 1998.)

10.2      Stock Option Agreement, dated February 25, 1998 by and between Dresser
          Industries, Inc. and Halliburton Company.  (Incorporated by reference
          to Exhibit 10.2 to Registrant's Form 10-Q for the period ended January
          31, 1998.)

10.3      Form of Severance Agreement.  (Incorporated by reference to Exhibit
          10.3 to Registrant's Form 10-Q for the period ended January 31, 1998.)

10.4      Agreement between Dresser Industries, Inc. and George H. Juetten and
          amendment.  (Incorporated by reference to Exhibit 10.4 to Registrant's
          Form 10-Q for the period ended January 31, 1998.)

10.5      Form of Waiver of Rights Under the Dresser Industries, Inc. Long-Term
          Incentive and Retention Plan.  (Incorporated by reference to Exhibit
          10.5 to Registrant's Form 10-Q for the period ended January 31, 1998.)


27.1      Financial Data Schedule.  (Incorporated by reference to Exhibit 27 to
          Registrant's Form 10-Q for the period ended January 31, 1998.) 
          (Pursuant to Item 601(c)(1)(vi) 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.)

27.2      Restated Financial Data Schedule.  (Pursuant to Item 601(c)(1)(vi) 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.)

27.3      Restated Financial Data Schedule.  (Pursuant to Item 601(c)(1)(vi) 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.)

27.4      Restated Financial Data Schedule.  (Pursuant to Item 601(c)(1)(vi) 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.)