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                                                                   EXHIBIT 10.10

                               SERVICE AGREEMENT

         THIS AGREEMENT effective the 6th day of March 1996 (the "Effective
Date") by and between RONALD C. LASSITER, ("RCL") and DANIEL INDUSTRIES, INC.,
("Daniel").

         WHEREAS RCL is willing to serve as Chairman of the Board of Directors
(the "Board") of Daniel  and Chairman of the Executive Committee (the
"Committee") of the Board, and to provide Daniel with business services as
requested by Daniel; and,

         WHEREAS Daniel is desirous of having RCL serve as Chairman of the
Board and of the Committee and of obtaining business services from RCL.

         NOW THEREFORE it is agreed as follows:

         1.      From the effective date of this agreement until December 31,
                 1996, RCL shall serve as Chairman of the Board and of the
                 Committee, until his successor is elected and qualified and
                 will provide such additional business services as requested
                 by Daniel.

         2.      In consideration of RCL serving as Chairman of the Board and
                 the Committee, Daniel hereby agrees to pay RCL deferred
                 compensation under the terms and conditions set forth herein.
                 Daniel shall establish a deferred compensation ledger on its
                 books (the "Account") which shall reflect the amount of the
                 Daniel's obligation to RCL hereunder at any given time.

         3.      As of March 6, 1996, Daniel will credit RCL's Account with
                 6,558 shares of Daniel's common stock.  The 6,558 shares of
                 common stock being the equivalent of One Hundred Thousand Nine
                 dollars and 50/100 ($100,009.50) using the closing price of
                 Daniel common stock on the New York Stock Exchange on March 6,
                 1996 which was $15.25 per share.  Thereafter, RCL shall be
                 paid an amount equal to any cash dividend that would have been
                 paid on the number of shares credited to his Account
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                 as if the shares listed in the deferred compensation ledger
                 had been issued and were outstanding at the time the dividend
                 is payable to the stockholders.  The number of shares of stock
                 credited to RCL's Account will be adjusted for all stock
                 dividends, stock splits and all other transactions as if the
                 shares listed in the ledger had been issued and were
                 outstanding on the date of the transaction, rounding up to the
                 next whole share.

         4.      In the event the stockholders do not approve the payment of
                 the deferred compensation in shares of Daniel common stock,
                 Paragraph 3 hereof shall become void and RCL shall have One
                 Hundred Thousand Nine dollars and 50/100 ($100,009.50)
                 credited to the deferred compensation ledger on Daniel's
                 books.  The cash compensation shall accrue interest,
                 compounded annually, using the yearly average of  the prime
                 rate set by Texas Commerce Bank.

         5.      The deferred compensation credited to the Account pursuant to
                 either Paragraphs 3 or 4 hereof, shall be delivered on March
                 5, 2001 pursuant to RCL's letter to W. A. Griffin, III dated
                 as of March 6, 1996, copy attached.

         6.      In the event RCL does not continue as Chairman or declines to
                 furnish business services prior to January 1, 1997, Daniel
                 shall have no obligation to pay RCL deferred compensation
                 pursuant to this Agreement.

         7.      Notwithstanding Paragraph 6, in the event of RCL's death
                 before December 31, 1996, the pro rata share of the
                 compensation to which RCL would have been entitled if he
                 served until December 31, 1996  shall be delivered to his
                 executor(s)/ administrator(s) as soon as they are duly elected
                 and qualified.

         8.      It is specifically recognized by Daniel and RCL that this
                 Agreement is only a general corporate obligation of Daniel and
                 RCL and his spouse or estate must rely upon the general credit
                 of the company for fulfillment of its obligations under this
                 Agreement.
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                 No specific assets of the company have been set aside or
                 pledged nor shall any assets be pledged or set aside in any
                 manner in the future in any form in which they cannot be
                 reached by the general creditors of the company to assure the
                 performance by the company of its obligations under this
                 Agreement.  It is intended that this Agreement shall be
                 unfunded for tax purposes.

         9.      Daniel will calculate the deductions from the amount of the
                 compensation paid under this Agreement for any taxes required
                 to be withheld by federal, state or local government and will
                 cause them to be withheld, when due and payable.

         10.     If any term, provision, covenant or condition of this
                 Agreement is held to be invalid, void or otherwise
                 unenforceable, the remaining portions of this Agreement will
                 remain in full force and effect and will in no way be
                 affected, impaired or invalidated.

         11.     This Agreement shall be construed, administered and governed
                 in all respect by the laws of the State of Texas.

         IN WITNESS WHEREOF, this Agreement has been executed effective as of
the date first written above.



                                           DANIEL INDUSTRIES, INC.
                                        
                                        By:                                    
                                           ------------------------------------
                                           W. A. GRIFFIN, III
                                        
                                                                               
                                           ------------------------------------
                                           RONALD C. LASSITER