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                                                                    EXHIBIT 10.2




                            DANIEL INDUSTRIES, INC.

                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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                            DANIEL INDUSTRIES, INC.

                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                               TABLE OF CONTENTS

<TABLE>
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                                                                         Section
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<S>                                                                          <C>
ARTICLE I - DEFINITIONS

       Board of Directors   . . . . . . . . . . . . . . . . . . . . . . . .  1.1
       Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1.2
       Fair Market Value  . . . . . . . . . . . . . . . . . . . . . . . . .  1.3
       Non-Employee Director  . . . . . . . . . . . . . . . . . . . . . . .  1.4
       Option   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1.5
       Option Agreement   . . . . . . . . . . . . . . . . . . . . . . . . .  1.6
       Optionee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1.7
       Plan   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1.8
       Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1.9

ARTICLE II - GENERAL PROVISIONS RELATING TO OPTIONS

       Dedicated Shares   . . . . . . . . . . . . . . . . . . . . . . . . .  2.1
       Non-Transferability  . . . . . . . . . . . . . . . . . . . . . . . .  2.2
       Requirements of Law  . . . . . . . . . . . . . . . . . . . . . . . .  2.3
       Changes in the Company's Capital Structure   . . . . . . . . . . . .  2.4

ARTICLE III - OPTIONS

       Automatic Awards For Service on the
         Board of Directors   . . . . . . . . . . . . . . . . . . . . . . .  3.1
       Option Price   . . . . . . . . . . . . . . . . . . . . . . . . . . .  3.2
       Amount Exercisable   . . . . . . . . . . . . . . . . . . . . . . . .  3.3
       Duration of Options  . . . . . . . . . . . . . . . . . . . . . . . .  3.4
       Exercise of Options  . . . . . . . . . . . . . . . . . . . . . . . .  3.5
       Form of Options  . . . . . . . . . . . . . . . . . . . . . . . . . .  3.6
       No Rights as Stockholder   . . . . . . . . . . . . . . . . . . . . .  3.7

ARTICLE IV - AMENDMENT OR TERMINATION OF PLAN

ARTICLE V - MISCELLANEOUS

       No Retention Obligation  . . . . . . . . . . . . . . . . . . . . . .  5.1
       Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.2
       Written Agreement  . . . . . . . . . . . . . . . . . . . . . . . . .  5.3
       Gender   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.4
       Headings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.5
       Other Compensation   . . . . . . . . . . . . . . . . . . . . . . . .  5.6
       Other Options  . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.7
       Arbitration of Disputes  . . . . . . . . . . . . . . . . . . . . . .  5.8
       Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.9
</TABLE>
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                            DANIEL INDUSTRIES, INC.
                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN



       This Daniel Industries, Inc. 1997 Non-Employee Director Stock Option
Plan (the "Plan") is adopted, subject to stockholder approval, for the benefit
of the directors of Daniel Industries, Inc., a Delaware corporation (the
"Company") who at the time of their service are not employees of the Company or
any of its subsidiaries.  The Plan is intended to advance the interest of the
Company by providing such directors with an additional incentive to serve the
Company by increasing their proprietary interest in the success of the Company.





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                                   ARTICLE I

                                  DEFINITIONS


       The words and phrases defined in this Article shall have the meaning set
out in these definitions throughout this Plan, unless the context in which any
such word or phrase appears reasonably requires a broader, narrower, or
different meaning.

       1.1    "BOARD OF DIRECTORS" means the board of directors of the Company.

       1.2    "COMPANY" means Daniel Industries, Inc., a Delaware corporation.

       1.3    "FAIR MARKET VALUE" of the Stock as of any date means (a) the
average of the high and low sale prices of the Stock on that date (or, if there
was no sale on such date, the next preceding date on which there was such a
sale) on the principal securities exchange on which the Stock is listed; or (b)
if the Stock is not listed on a securities exchange, an amount determined by
the Board of Directors in good faith in its sole discretion.

       1.4    "NON-EMPLOYEE DIRECTOR" means a director of the Company who while
a director is not an employee of the Company, or a corporation, of which a
majority of voting securities is owned, directly or indirectly, by the Company.

       1.5    "OPTION" means an option granted under this Plan to purchase
shares of Stock.

       1.6    "OPTION AGREEMENT" means the written agreement which sets out the
terms of an Option.

       1.7    "OPTIONEE" means a person who is granted an Option under this
Plan.

       1.8    "PLAN" means the Daniel Industries, Inc. 1997 Non-Employee
Director Stock Option Plan, as set out in this document and as it may be
amended from time to time.

       1.9    "STOCK" means the common stock of the Company, $1.25 par value,
or, in the event that the outstanding shares of common stock are later changed
into or exchanged for a different class of stock or securities of the Company
or another corporation, that other stock or security.





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                                   ARTICLE II

                     GENERAL PROVISIONS RELATING TO OPTIONS

       2.1    DEDICATED SHARES.  The total number of shares of Stock with
respect to which Options may be granted under the Plan shall be 120,000 shares.
The shares may be treasury shares or authorized but unissued shares.  The
number of shares stated in this Section 2.1 shall be subject to adjustment in
accordance with the provisions of Section 2.4.

       If any outstanding Option expires or terminates for any reason or any
Option is surrendered, the shares of Stock allocable to the unexercised portion
of that Option may again be subject to an Option under the Plan.

       2.2    NON-TRANSFERABILITY.  Except as expressly provided otherwise in
an Optionee's Option Agreement, Options shall not be transferable by the
Optionee otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during the Optionee's lifetime, only by him.

       2.3    REQUIREMENTS OF LAW.  The Company shall not be required to sell
or issue any Stock under any Option if issuing that Stock would constitute or
result in a violation by the Optionee or the Company of any provision of any
law, statute, or regulation of any governmental authority.  Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option, the Company shall not
be required to issue any Stock unless the Board of Directors has received
evidence satisfactory to it to the effect that the holder of that Option will
not transfer the Stock except in accordance with applicable law, including
receipt of an opinion of counsel satisfactory to the Company to the effect that
any proposed transfer complies with applicable law.  The determination by the
Board of Directors on this matter shall be final, binding and conclusive.  The
Company may, but shall in no event be obligated to, register any Stock covered
by this Plan pursuant to applicable securities laws of any country or any
political subdivision.  In the event the Stock issuable on exercise of an
Option is not registered, the Company may imprint on the certificate evidencing
the Stock any legend that counsel for the Company considers necessary or
advisable to comply with applicable law.  The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an Option
and the issuance of shares thereunder, to comply with any law or regulation of
any governmental authority.

       2.4    CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.  The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or its rights, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

       If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without
receiving compensation for it in money, services or property, then (a) the
number, class, and per share price of shares of Stock subject to outstanding
Options under this Plan shall be appropriately adjusted in such a manner as to
entitle an Optionee to receive upon exercise of an Option, for the same
aggregate cash consideration, the equivalent total number and class of shares
he would have received had he exercised his Option in full immediately prior to
the event requiring the adjustment; and (b) the number and class of shares of
Stock then reserved to be issued under the Plan shall be adjusted by
substituting for the total number and class of shares of Stock then reserved,
that number and class





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of shares of Stock that would have been received by the owner of an equal
number of outstanding shares of such class of Stock as the result of the event
requiring the adjustment.

       If the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, or if the Company is liquidated
or sells or otherwise disposes of substantially all its assets while
unexercised Options remain outstanding under this Plan, after the effective
date of the merger, consolidation, liquidation, sale or other disposition, as
the case may be, each holder of an outstanding Option shall be entitled, upon
exercise of the Option, to receive, in lieu of shares of Stock, the number and
class or classes of shares of stock or other securities or property to which
the holder would have been entitled if, immediately prior to the merger,
consolidation, liquidation, sale or other disposition, the holder had been the
holder of record of a number of shares of Stock equal to the number of shares
as to which the Option shall be so exercised.

       The issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of rights or
warrants to subscribe for them, or upon conversion of shares or obligations of
the Company convertible into shares or other securities, shall not affect, and
no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding Options.





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                                  ARTICLE III

                                    OPTIONS

       3.1    AUTOMATIC AWARDS FOR SERVICE ON THE BOARD OF DIRECTORS.  On the
date that this Plan is approved by the Board of Directors, each person who is a
Non-Employee Director on that date shall be granted an Option to purchase 5,000
shares of Stock.  Thereafter, on the first day of each fiscal year of the
Company through and including the 2001 fiscal year of the Company, each person
who is a Non-Employee Director on that date shall be granted an Option to
purchase 5,000 shares of Stock.

       3.2    OPTION PRICE.  The price at which Stock may be purchased under an
Option shall be equal to 100% of the Fair Market Value of the shares of Stock
on the date the Option is granted.

       3.3    AMOUNT EXERCISABLE.

       Each Option Agreement evidencing the grant of an Option shall provide
that the Option is exercisable in full immediately upon the date of grant.
However, no Option will be exercisable before the stockholders of the Company
approve the Plan.

       3.4    DURATION OF OPTIONS.

              Each Option awarded, to the extent it shall not previously have
       been exercised, shall terminate on the earliest of the following dates:

                     (i)    on the last day within the three month period
              commencing on the date on which the Optionee ceases to be a
              member of the Board of Directors, for any reason other than
              death, during which period the Optionee shall be entitled to
              exercise his Option in respect of the number of shares that the
              Optionee would have been entitled to purchase had the Optionee
              exercised such Option on the date on which the Optionee ceased to
              be a member of the Board of Directors;

                     (ii)   on the last day within the one-year period
              commencing on the date of the Optionee's death while serving as a
              member of the Board of Directors, during which period the
              executor or administrator of the Optionee's estate or the person
              or persons to whom the Optionee's Option shall have been
              transferred by will or the laws of descent or distribution, shall
              be entitled to exercise such Option in respect of the number of
              shares that the Optionee would have been entitled to purchase had
              the optionee exercised such Option on the date of his death; or

                     (iii)  ten years after the date of grant of such Option.

       3.5    EXERCISE OF OPTIONS.  Each Option shall be exercised by the
delivery of written notice to the Treasurer of the Company setting forth the
number of shares of Stock with respect to which the Option is to be exercised,
together with:  (a) cash, check, bank draft, or postal or express money order
payable to the order of the Company for an amount equal to the option price of
the shares, or (b) Stock at its Fair Market Value on the date of exercise,
and/or any other form of payment which is acceptable to such committee, and
specifying the address to which the certificates for the shares are to be
mailed.  As promptly as practicable after receipt of written notification and
payment, the Company shall deliver to the Optionee certificates for the number
of shares with respect to which the Option has been exercised, issued in the
Optionee's name.  If shares of Stock





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are used in payment of the exercise price, the aggregate Fair Market Value of
the shares of Stock tendered must be equal to or less than the aggregate
exercise price of the shares being purchased upon exercise of the Option, and
any difference must be paid by cash, check, bank draft, or postal or express
money order payable to the Company.  Delivery of the shares shall be deemed
effected for all purposes when a stock transfer agent of the Company shall have
deposited the certificates in the United States mail, addressed to the
Optionee, at the address specified by the Optionee.

       Whenever an Option is exercised by exchanging shares of Stock owned by
the Optionee, the Optionee shall deliver to the Company certificates registered
in the name of the Optionee representing a number of shares of Stock legally
and beneficially owned by the Optionee, free of all liens, claims, and
encumbrances of every kind, accompanied by stock powers duly endorsed in blank
by the record holder of the shares represented by the certificates, (with
signature guaranteed by a commercial bank or trust company or by a brokerage
firm having a membership on a registered national stock exchange).  The
delivery of certificates upon the exercise of Options is subject to the
condition that the person exercising the Option provide the Company with the
information the Company might reasonably request pertaining to exercise, sale
or other disposition of an Option.

       3.6    FORM OF OPTIONS.  All Options granted under this Plan will be
nonqualified stock options that are not intended to qualify as incentive stock
options under section 422 of the Internal Revenue Code of 1986, as amended.

       3.7    NO RIGHTS AS STOCKHOLDER.  No Optionee shall have any rights as a
stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.





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                                   ARTICLE IV

                        AMENDMENT OR TERMINATION OF PLAN

       The Board of Directors of the Company may amend, terminate or suspend
this Plan at any time, in its sole and absolute discretion; provided, however,
that no amendment shall decrease the exercise price for Options below the Fair
Market Value of the Stock at the time it is granted.





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                                   ARTICLE V

                                 MISCELLANEOUS


       5.1    NO RETENTION OBLIGATION.  The granting of any Option shall not
impose upon the Company any obligation to continue to retain the Optionee's
services as a director of the Company.

       5.2    TAXES.  The Company shall not be obligated to advise an Optionee
of the existence of any tax that may apply with respect to the grant or
exercise of an Option.

       5.3    WRITTEN AGREEMENT.  Each Option shall be embodied in a written
Option Agreement which shall be subject to the terms and conditions of this
Plan and shall be signed by the Optionee and by an officer of the Company.

       5.4    GENDER.  If the context requires, words of one gender when used
in this Plan shall include the others and words used in the singular or plural
shall include the other.

       5.5    HEADINGS.  Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of this Plan and shall
not be used in construing the terms of this Plan.

       5.6    OTHER COMPENSATION.  The adoption of this Plan shall not affect
any other compensation in effect for the Non-Employee Directors, nor shall this
Plan preclude the Company from establishing any other forms of compensation for
Non-Employee Directors.

       5.7    OTHER OPTIONS.  The grant of an Option shall not confer upon an
Optionee the right to receive any future or other Options under this Plan.

       5.8    ARBITRATION OF DISPUTES.  Any controversy arising out of or
relating to the Plan or an Option Agreement shall be resolved by arbitration
conducted pursuant to the arbitration rules of the American Arbitration
Association.  The arbitration shall be final and binding on the parties.

       5.9    GOVERNING LAW.  The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Texas.





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