<PAGE>   1


                                  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 SEPTEMBER 30, 1998

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________________ TO _____________________


                          Commission File Number 1-6098


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


          DELAWARE                                      74-1547355
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                   9753 Pine Lake Drive, Houston, Texas 77055
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  713-467-6000
               --------------------------------------------------
              (Registrant's telephone number, including area code)


         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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No     .
                                             -----    -----

         On November 9, 1998, there were outstanding 17,507,680 shares of Common
Stock, $1.25 par value, of the registrant.


<PAGE>   2






                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                             DANIEL INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEET
                      (in thousands except per share data)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                 September 30,    December 31,
                                                                                     1998            1997
                                                                                 -------------    ------------
<S>                                                                               <C>             <C>       
                                               ASSETS
Current assets:
     Cash and cash equivalents ..............................................     $    4,891      $    7,563
     Receivables, net of reserve of $1,516 and $1,645 .......................         65,679          60,908
     Costs and estimated earnings in excess of billings
             on uncompleted contracts .......................................          7,024           6,635
     Inventories ............................................................         51,677          49,688
     Deferred taxes on income ...............................................          5,560           5,957
     Other ..................................................................          4,003           4,713
                                                                                  ----------      ----------
             Total current assets ...........................................        138,834         135,464
Property, plant and equipment, net ..........................................         65,428          62,990
Intangibles and other assets ................................................         36,296          35,500
                                                                                  ----------      ----------
             Total assets ...................................................     $  240,558      $  233,954
                                                                                  ==========      ==========

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Notes payable ...........................................................     $    5,675      $    7,984
    Current maturities of long-term debt ....................................          7,615           7,602
    Accounts payable ........................................................         14,618          21,441
    Accrued liabilities .....................................................         27,205          21,387
                                                                                  ----------      ----------
            Total current liabilities .......................................         55,113          58,414
Long-term debt ..............................................................         33,817          37,283
Deferred taxes on income ....................................................          7,693           7,831
                                                                                  ----------      ----------
            Total liabilities ...............................................         96,623         103,528
                                                                                  ----------      ----------

Stockholders' equity:
    Preferred stock, $1.00 par value, 1,000 shares authorized, 150 shares
            designated as Series A junior participating preferred stock,
            no shares issued or outstanding
    Common stock, $1.25 par value,  40,000 shares
            authorized, 17,493 and 17,321 shares issued .....................         21,867          21,651
    Capital in excess of par value ..........................................         96,438          94,218
    Accumulated other comprehensive income ..................................         (3,594)         (4,684)
    Retained earnings .......................................................         29,224          19,241
                                                                                  ----------      ----------
            Total stockholders' equity ......................................        143,935         130,426
                                                                                  ----------      ----------
            Total liabilities and stockholders' equity ......................     $  240,558      $  233,954
                                                                                  ==========      ==========
</TABLE>


     See accompanying Notes to Consolidated Condensed Financial Statements.

                                       2

<PAGE>   3



                             DANIEL INDUSTRIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (in thousands except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              Quarter Ended               Nine Months Ended
                                                              September 30,                 September 30,
                                                       -------------------------     -------------------------
                                                          1998           1997            1998          1997
                                                       ----------     ----------     ----------     ----------
<S>                                                    <C>            <C>            <C>            <C>       

Revenues .........................................     $   70,886     $   71,334     $  215,396     $  197,470
Cost of sales ....................................         43,080         44,688        133,276        125,695
                                                       ----------     ----------     ----------     ----------

Gross margin .....................................         27,806         26,646         82,120         71,775
Selling, engineering and
     administrative expenses .....................         20,338         19,483         60,415         57,999
                                                       ----------     ----------     ----------     ----------

Operating Income .................................          7,468          7,163         21,705         13,776
Interest and other expenses, net .................            746            914          1,967          2,060
                                                       ----------     ----------     ----------     ----------

Income before income taxes .......................          6,722          6,249         19,738         11,716
Income taxes .....................................          2,521          2,649          7,402          4,921
                                                       ----------     ----------     ----------     ----------
Net income .......................................     $    4,201     $    3,600     $   12,336     $    6,795
                                                       ==========     ==========     ==========     ==========
Income per common share:
     Basic .......................................     $      .24     $      .21     $      .71     $      .40
                                                       ==========     ==========     ==========     ==========
     Diluted .....................................     $      .24     $      .20     $      .69     $      .39
                                                       ==========     ==========     ==========     ==========
Cash dividends per common share ..................     $     .045     $     .045     $     .135     $     .135
                                                       ==========     ==========     ==========     ==========
Average basic shares outstanding .................         17,493         17,127         17,412         17,099
                                                       ==========     ==========     ==========     ==========
Average diluted shares outstanding ...............         17,808         17,687         17,969         17,543
                                                       ==========     ==========     ==========     ==========
</TABLE>



                             DANIEL INDUSTRIES, INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                             Quarter Ended               Nine Months Ended
                                                             September 30,                  September 30,
                                                       -------------------------      -------------------------
                                                          1998           1997            1998           1997
                                                       ----------     ----------      ----------     ----------
<S>                                                    <C>            <C>             <C>            <C>       

Net income .......................................     $    4,201     $    3,600      $   12,336     $    6,795
Other comprehensive income, net of tax:
      Foreign currency translation
         adjustment ..............................            783           (821)          1,090         (3,434)
                                                       ----------     ----------      ----------     ----------
Comprehensive income .............................     $    4,984     $    2,779      $   13,426     $    3,361
                                                       ==========     ==========      ==========     ==========

</TABLE>

     See accompanying Notes to Consolidated Condensed Financial Statements.



                                       3
<PAGE>   4



                             DANIEL INDUSTRIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Condensed)
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                Nine Months Ended
                                                                                  September 30,
                                                                           --------------------------
                                                                              1998           1997
                                                                           ----------      ----------
<S>                                                                        <C>             <C>       

Cash flows from operating activities:
    Net income .......................................................     $   12,336      $    6,795
       Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
           Depreciation and amortization .............................          7,760           7,423
           Changes in operating assets and liabilities ...............         (9,971)         (9,562)
                                                                           ----------      ----------
 Net cash provided by operating activities ...........................         10,125           4,656
                                                                           ----------      ----------

Cash flows from investing activities:
    Capital expenditures .............................................         (9,798)         (8,049)
    Proceeds from sales of assets ....................................          2,494           6,694
                                                                           ----------      ----------
Net cash used in investing activities ................................         (7,304)         (1,355)
                                                                           ----------      ----------


Cash flows from financing activities:
    Net borrowings (payments) under notes payable ....................         (2,296)          1,152
    Net (payments) on long-term debt .................................         (3,466)         (2,121)
    Cash dividends paid ..............................................         (2,353)         (2,309)
    Activity under stock option plans ................................          1,962             887
                                                                           ----------      ----------
Net cash used in financing activities ................................         (6,153)         (2,391)
                                                                           ----------      ----------

Effect of exchange rate changes on cash ..............................            660             548
                                                                           ----------      ----------

Increase (decrease) in cash and cash equivalents .....................         (2,672)          1,458
Cash and cash equivalents, beginning of period .......................          7,563           5,423
                                                                           ----------      ----------
Cash and cash equivalents, end of period .............................     $    4,891      $    6,881
                                                                           ==========      ==========
</TABLE>


     See accompanying Notes to Consolidated Condensed Financial Statements.





                                       4



<PAGE>   5
 


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1 - General

         The foregoing financial statements have been prepared from the books
and records of Daniel Industries, Inc. ("Daniel" or the "Company") without
audit. In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods presented are reflected in the financial statements.

         These condensed statements should be read in conjunction with the
financial statements and the related notes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997. Certain
reclassifications have been made to prior year amounts in order to conform to
the current year classifications.

         The Company has adopted Statement of Financial Accounting Standards No.
131 ("SFAS 131"), "Disclosures about Segments of an Enterprise" for its year
ending December 31, 1998. SFAS 131 requires disclosure of select information
regarding the operating segments of the Company. However, in accordance with
SFAS 131, these disclosures need not be applied to interim financial statements
in the initial year of application.

         The Company intends to adopt the Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities", issued on June 15, 1998. SFAS 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 1999 (i.e., the
Company's fiscal year beginning January 1, 2000.) SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value will be recorded each period in either current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction, and if so, the type of hedge
transaction. Due to Daniel's limited use of derivative instruments, management
anticipates that adoption of SFAS 133 will not have a significant effect on the
Company's results of operations or its financial position.

Note 2 - Earnings Per Share

          Basic earnings per share is calculated by dividing net income by the
weighted average number of common shares outstanding. While diluted earnings per
share is computed similarly, it also provides for the effect that securities
such as common stock options, if dilutive, would have on net income and average
common shares outstanding if exercised at the beginning of the year. For the
nine months ended September 30, 1998 and 1997, average shares outstanding were
increased by 557,000 and 444,000, respectively, for stock options assumed
exercised to arrive at weighted average shares outstanding for purposes of
calculating diluted earnings per share. Net income remained the same in the
calculation of both basic and diluted earnings per share for all periods
presented.

Note 3 - Comprehensive Income

         As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income".
SFAS 130 establishes 




                                       5
<PAGE>   6


new requirements for reporting comprehensive income and its components. Adoption
of this statement had no impact on the Company's net income or stockholders'
equity for the periods presented. SFAS 130 requires unrealized gains or losses
on the Company's foreign currency translation adjustments, which prior to
adoption were reported separately in stockholders' equity, to be included in
other comprehensive income.

Note 4 - Inventories

<TABLE>
<CAPTION>

                                                      September 30,   December 31,
                                                          1998           1997
                                                       ----------     ----------
                                                            (in thousands)
<S>                                                    <C>            <C>       

Raw materials ....................................     $   25,875     $   24,330
Work in process ..................................         14,786         13,329
Finished goods ...................................         18,428         19,097
                                                       ----------     ----------
     Inventories before LIFO reserve .............         59,089         56,756
Less LIFO reserve ................................          7,412          7,068
                                                       ----------     ----------
     Total inventories ...........................     $   51,677     $   49,688
                                                       ==========     ==========
</TABLE>


Note 5 - Debt

         Long-term debt includes the following:

<TABLE>
<CAPTION>

                                                                                    September 30,   December 31,
                                                                                        1998           1997
                                                                                     ----------     ----------
                                                                                           (in thousands)
<S>                                                                                  <C>            <C>       
Term loan from banks (unsecured); interest 
     (6.65% at September 30, 1998 and 6.77% at December 31, 1997)
     payable monthly; principal payable in quarterly
     installments of $1,071; matures April 30, 2004 ............................     $   25,714     $   28,929
Revolving credit facility (unsecured); interest (6.075%
     at September 30, 1998 and 6.69% at December
     31, 1997) payable monthly; matures April 30, 2000 .........................         10,000         10,000
Term loan from bank (secured); interest at Canadian
     prime rate (6.50% at September 30, 1998 and
     6.00% at December 31, 1997); principal and interest
     payable monthly; payable through August 31, 2001 ..........................            979          1,311
Payable to four insurance companies (unsecured); interest 
     (11.5%) payable semi-annually; final annual principal installment of
     $2,857 due December 1, 1998 ...............................................          2,857          2,857
Miscellaneous obligations ......................................................          1,882          1,788
                                                                                     ----------     ----------
     Total obligations .........................................................         41,432         44,885
Less portion due within one year ...............................................          7,615          7,602
                                                                                     ----------     ----------
     Long-term debt ............................................................     $   33,817     $   37,283
                                                                                     ==========     ==========
</TABLE>



         The terms of certain financing agreements contain, among other
provisions, requirements for maintaining defined levels of working capital, net
worth, capital expenditures and various financial ratios, including debt to
equity.



                                       6
<PAGE>   7


         At September 30, 1998, the Company had both committed and uncommitted
short-term lines of credit aggregating approximately $37.4 million, which are
available for short-term borrowings or issuance of letters of credit. At
September 30, 1998 and December 31, 1997, borrowings under these lines were $5.7
million and $8.0 million, respectively, with approximately $12.2 million
available for short-term borrowings at September 30, 1998. The Company had
letters of credit outstanding at September 30, 1998 totaling $6.1 million under
these lines.

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
             RESULTS OF OPERATIONS

         This material contains "forward-looking statements" as defined in the
Securities Exchange Acts of 1933 and 1934 that could involve substantial risk
and uncertainties. When words such as "anticipate", "believe", "estimate",
"intend", "expect", "plan" and similar expressions are used, they are intended
to identify the statements as forward-looking. Actual results, performance or
achievements may differ materially from results suggested by these
forward-looking statements.

                              Results of Operations

Nine Months Ended September 30, 1998 vs. Nine Months Ended September 30, 1997

         Revenues for the nine months ended September 30, 1998 were $215.4
million, a 9% increase over the same period of last year. This increase was
primarily attributable to Daniel's actuator and valve businesses, largely the
result of increased project orders when compared to the same period of last
year. The Company's measurement and control business revenues, however, were
down 4% when compared to the first nine months of last year, reflecting a
decline in international metering systems project activity, as well as lower
sales of spare parts and small production meters. The Company's backlog at
September 30, 1998 was $67.6 million, a decrease of 13% and 7% when compared to
the backlog balances at September 30, 1997 and December 31, 1997, respectively.
This backlog decline is largely attributable to a slowdown in new orders
resulting from lower energy prices, and the impact of the unstable economic
situation in the Far East.

         The gross margin percentage for the nine months ended September 30,
1998 increased to 38% compared to 36% for the same period in 1997. The Company's
valve and actuator businesses showed margin improvement due to higher
throughput, continued improvements in manufacturing and selective price
increases. The gross margin percentage of the measurement and control business
declined slightly due to operating inefficiencies of the metering systems
business. In order to improve its profitability into the future, the metering
systems business has been restructured and streamlined to operate more
efficiently in current market conditions.

         Selling, engineering and administrative ("SE&A") expenses increased
$2.4 million to $60.4 million in the current period, largely due to increased
sales commissions and travel expenses. As a percentage of revenues, SE&A
expenses were 28% for the nine months ended September 30, 1998 compared to 29%
in the same period of 1997.



                                       7
<PAGE>   8


         Net interest and other expenses decreased $0.1 million in the first
nine months of 1998 compared to the same period of last year. The decrease is
largely attributable to a decrease in interest expense resulting from a $3.5
million reduction of debt and the Company's refinancing of its domestic bank
facility indebtedness in the last quarter of 1997.

         The effective tax rate for the nine months ended September 30, 1998 was
37.5% as compared to 42.0% for the same period in the prior year. The decrease
is attributable to foreign losses in 1997 for which no tax benefit was
available.

Quarter Ended September 30, 1998 vs. Quarter Ended September 30, 1997

         Revenues for the quarter ended September 30, 1998 were $70.9 million
compared to $71.3 million for the same period in 1997. The decrease was
primarily due to a decline in the Company's measurement and control business
revenues attributable to reduced international metering systems activity, as
well as lower sales of spare parts and small production meters. This decline was
partially offset, however, by improved revenues from Daniel's valve and actuator
businesses largely due to increased project orders.

          The gross margin for the quarter increased to 39% of revenues from 37%
in the same quarter of last year. The increased margin percentage is
attributable to the Company's actuator and valve operations due to large
pipeline projects, increased throughput, continued cost cutting initiatives and
selective price increases. The gross margin percentage of Daniel's measurement
and control operations, however, was flat when compared to the same period of
last year. The measurement and control operations did experience gross margin
percentage gains, particularly in Canada, which were offset by a margin decline
in the metering systems area, primarily in the Pacific Rim and Middle East, and
reduced contribution of typically high margin spare parts relative to the total
sales mix.

         SE&A expenses increased $0.9 million to $20.3 million in the current
period when compared to the same quarter of last year. The increase was
primarily due to increased commission expenses associated with the higher
revenues in the actuator and valve businesses.

         Net interest and other expenses decreased $0.2 million to $0.7 million
in the third quarter of 1998 compared to the same period of last year. This was
primarily due to decreased interest expense resulting from a reduction of debt,
coupled with the effect of Daniel's refinancing of its domestic bank facility
indebtedness in the last quarter of 1997.

         The effective tax rate for the quarter ended September 30, 1998 was
37.5% as compared to 42.4% for the same quarter of last year. The reduction was
principally due to foreign losses incurred in 1997 for which no tax benefit was
available.

                          Current Operating Conditions

         As mentioned above, the Company's backlog at September 30, 1998
decreased approximately 13% from the year earlier amount. The decrease in
backlog is attributable to, among other factors, lower energy prices which have
caused many of the Company's customers to reduce their near-term spending and to
delay projects. As a result of the decreased industry activity, the Company
expects fourth quarter earnings to fall short of the 




                                       8
<PAGE>   9


$.21 per share, on a diluted basis, reported for the comparable 1997 quarter.
The Company anticipates that it, along with others in the industry, will
encounter a difficult business environment into 1999 and expects first quarter
results, while profitable, to be below the first quarter 1998 results of $.21
per share on a diluted basis.



                         Liquidity and Capital Resources

         The primary sources of the Company's liquidity for the nine months
ended September 30, 1998 were internally generated funds, proceeds from the sale
of assets, and stock option activity. These funds were used primarily for
capital expenditures, reduction of long-term debt, and payment of cash
dividends.

         Working capital at September 30, 1998 of $83.7 million reflects an
increase of $6.7 million from December 31, 1997. The change is primarily due to
increases in receivables related to increased sales coupled with a reduction of
notes and accounts payable. Daniel considers its financial position to be strong
with a current ratio at September 30, 1998 of 2.5 to 1.0. Working capital at
September 30, 1998 included $57.2 million in inventory and deferred tax assets,
which are not as liquid as other current assets.

         Capital expenditures for the nine months ended September 30, 1998 were
$9.8 million, up 22% over the same period in 1997. The Company continues to seek
acquisitions that would build upon its expertise in the manufacture and sale of
fluid measurement, flow control, actuation and analytical products and services.

         The Company believes that its working capital, cash generated from
operations and amounts available under its short-term lines of credit will be
adequate to meet its operating needs for the foreseeable future.

                                    Year 2000

         The "Year 2000" issue is the inability of computer systems (both
hardware and software) to recognize the change in date from 1999 to 2000. The
issue affects not only information technology ("IT") but non-IT systems as well.
Non-IT systems typically include embedded technology such as microcontrollers.
These system types are more difficult to assess and often require replacement
rather than repair. The Company has recognized the significant uncertainty
associated with the Year 2000 issue and has developed a team approach at each of
its business segments. These teams are charged with the responsibility of
eliminating or minimizing any effects Year 2000 issues may have.

Products

         The Company has established a phased program for testing its products
for Year 2000 compliance. Phase One of that testing program, the testing of
currently marketed products, is substantially completed. Although unable to
accurately estimate the cost of modifications at this time, the Company does not
believe that significant costs will be incurred. It is Daniel's current
intention to have substantially all necessary modifications completed and tested
by June 30, 1999.




                                       9
<PAGE>   10



         Certain of the Company's products contain customized software, either
added by the customer after delivery or, at the customer's request, added by the
Company. Testing of such customized products is usually only practical at the
customer's location and will generally be undertaken only if requested, and paid
for, by the customer.

Internal Systems

         The review of Daniel's internal systems is proceeding toward a
scheduled completion date of June 30, 1999. At the present time, no "mission
critical" systems requiring significant modification or replacement have been
identified, other than the management information systems discussed below.

         The Company recently implemented a new management information system,
licensed from JD Edwards World Solutions Company ("JD Edwards"), which is being
utilized at two of the Company's domestic operating divisions as well as at
Corporate headquarters. This new system replaces various obsolete legacy systems
that have been developed internally over many years. The decision to replace the
existing systems during 1998 was heavily influenced by the extremely high
estimate of the costs required to make the legacy systems Year 2000 compliant.
The cost of the new JD Edwards system, which will be amortized over its expected
useful life, was approximately $4,700,000, exclusive of the internal costs of
installation and related systems modification.

         The essential management information systems of Daniel's other
operating divisions are either substantially Year 2000 compliant due to the
installation of regular upgrades to existing systems, which are primarily
packaged systems provided by a major supplier, or will be made compliant through
such upgrades prior to the end of 1999. No material expenditures, which would
not have been made absent Year 2000 considerations, have been required in
relation to the various upgrades.

Vendors

         Daniel is in the process of identifying and communicating with those of
its suppliers and vendors where failure by such third parties to achieve Year
2000 compliance could reasonably be expected to have a material, lasting impact
on the Company. This process is scheduled to be substantially complete prior to
December 31, 1998. When the survey process is completed, the Company intends to
develop a contingency plan to deal with the identified significant risks, if
any. With the exception of third parties, such as banks and telephone service
providers, where business interruption would impact a large section of the
economy, the Company has not identified any significant dependency for which
alternate sources are not readily available.

"Most Likely Worst Case Scenario"

         The Company has not developed a "most likely worst case scenario" as
referred to by the Securities and Exchange Commission. If reasonably
quantifiable risks are identified, development of such a scenario will be
considered.





                                       10
<PAGE>   11


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is subject to legal proceedings and claims which arise in
the ordinary course of business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position or results of operations of the Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

                10.1       First Amendment to Credit Agreement dated June 4,
                           1998 between Daniel and Bank One, Texas N.A., Chase
                           Bank of Texas, National Association, CIBC Inc., and
                           Credit Lyonnais New York

                27         Financial Data Schedule

         (b) No reports on Form 8-K were filed during the quarter ended
September 30, 1998.






                                       11
<PAGE>   12


                                    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.



                                       DANIEL INDUSTRIES, INC.
                                            (Registrant)




Date: November 12, 1998                By:   /s/  James M. Tidwell
     ------------------                   --------------------------------
                                       Executive Vice President and
                                       Chief Financial Officer


Date: November 12, 1998                By:  /s/  Wilfred M. Krenek
     ------------------                   --------------------------------
                                       Vice President, Controller and
                                       Chief Accounting Officer







                                       12
<PAGE>   13



                                 EXHIBIT INDEX

<TABLE>
<CAPTION>


             EXHIBIT NO.          DESCRIPTION
             -----------          -----------


<S>             <C>
                10.1       First Amendment to Credit Agreement dated June 4,
                           1998 between Daniel and Bank One, Texas N.A., Chase
                           Bank of Texas, National Association, CIBC Inc., and
                           Credit Lyonnais New York

                27         Financial Data Schedule

</TABLE>