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                                                                    EXHIBIT 10.1



                            DANIEL INDUSTRIES, INC.
                             1977 STOCK OPTION PLAN
                   (As Amended and Restated on June 17, 1997)

                 1.       Purpose. This 1977 Stock Option Plan (this "Plan") of
Daniel Industries, Inc. (the "Company"), for executive officers and other key
employees of the Company, is intended to advance the best interests of the
Company by providing those individuals who have substantial responsibility for
its management and growth with additional incentive and by increasing their
proprietary interest in the success of the Company, thereby encouraging them to
remain in its employ.

                 2.       Administration.  This Plan shall be administered by a
committee (the "Committee") designated by the Board of Directors of the Company
in accordance with the provisions of Article III of the by-laws of the Company.
The Committee shall consist of not less than three directors of the Company,
each of whom shall be a disinterested person.

                 For purposes of this Paragraph 2, "disinterested person" means
a person who is not, at any time during such person's service as a member of
the Committee or at any time during one year prior to such service, granted
Options (as hereinafter defined) or granted or awarded other equity securities
pursuant to any other plan of the Company or any of its affiliates.

                 All actions by the Committee shall be taken in accordance with
the provisions of Article III of the by-laws of the Company.  The Committee
shall designate a chairman from among its members, who shall preside at all of
its meetings, and shall designate a secretary, without regard to whether that
person is a member of the Committee, who shall keep the minutes of the
proceedings of the Committee and all records, documents and data pertaining to
the administration of this Plan.

                 All questions of interpretation and application of this Plan,
or of options granted or to be granted hereunder ("Options"), shall be subject
to the determination, which shall be final, binding and conclusive, of the
Committee.

                 3.       Option Shares. Subject to the provisions of Paragraph
17 hereof, the shares of stock issuable upon the exercise of Options shall be
shares of Common Stock, $1.25 par value ("Stock"), of the Company.  The
aggregate number of shares of Stock that may be issued upon the exercise of
Options shall not exceed 1,287,363, consisting of (i) 100,000 shares provided
for under this Plan on the date this Plan became effective, (ii) 250,000
additional shares provided for under this Plan on August 22, 1989, (iii)
400,000 additional shares provided for under this Plan on December 16, 1993,
(iv) 300,000 additional shares provided for under this Plan on December 8,
1995, and (v) 237,363 shares that, after the date the Plan became effective but
prior to December 9, 1995, became available for issuance upon the exercise of
Options by reason of Paragraph 17 hereof.  215,908 shares have been issued in
accordance with the terms of the Plan after the date the Plan became effective
but prior to December 9, 1995, such that 1,071,455 of
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such aggregate number of shares, and the class thereof, shall be subject to
adjustment in accordance with the provisions of Paragraph 17 hereof in respect
of any event referred to in Paragraph 17 hereof that occurs on or after
December 9, 1995.  Such shares of Stock may be treasury shares or authorized
but unissued shares.

                 In the event that any outstanding Option for any reason shall
expire or terminate or be forfeited or canceled, whether by reason of the death
or severance of employment of the individual to whom such Option was granted,
the relinquishment of such Option, or any other cause, the shares of Stock
allocable to the unexercised portion of such Option may be made the subject of
one or more other Options granted on or after the date of the expiration,
termination, forfeiture or cancellation of such first-mentioned Option.

                 4.       Authority to Grant Options. The Committee may grant
from time to time to such eligible individuals as it shall from time to time
determine one or more Options to purchase a stated number of shares of Stock
subject to the terms and conditions of this Plan and the terms and conditions
of the agreement evidencing such Options.  The number of shares of Stock
issuable upon the exercise of any Option shall be determined by the Committee
at the time such Option is granted, provided that such number of shares of
Stock shall be subject to adjustment in accordance with the provisions of
Paragraph 17 hereof.

                 5.       Eligibility. The individuals who shall be eligible to
be granted Options shall be those executive officers and other key employees
(including officers who may be directors of the Company, but excluding any
officer or other key employee who shall have been designated by the Board of
Directors of the Company as ineligible for the grant of Options) of the
Company, or of any parent or subsidiary corporation of the Company, as the
Committee shall determine from time to time.

                 6.       Option Price. The price at which shares of Stock may
be purchased upon the exercise of an Option (the "Option Price") shall be
determined by the Committee at the time such Option is granted and shall be
expressed in United States dollars.  The Option Price with respect to any
Option may be less than, equal to, or greater than the fair market value on the
date such Option is granted of the shares of Stock that may be purchased upon
the exercise of such Option.  In no event, however, shall the Option Price with
respect to any Option be less than the greater of (i) 50% of the fair market
value on the date such Option is granted of the shares of Stock that may be
purchased upon the exercise of such Option or (ii) the aggregate par value of
the shares of Stock that may be purchased upon the exercise of such Option.

                 7.       Duration of Options. The Committee, in its
discretion, may provide that an Option shall be exercisable during any period
of time from the date such Option is granted, provided that no Option may be
exercised until the expiration of six months following the date such Option was
granted.

                 8.       Amount Exercisable. Each outstanding Option may be
exercised, either with respect to all or less than all of the number of shares
of Stock subject to such Option, subject to such conditions as the Committee,
in its discretion, may provide in the agreement evidencing such Option.





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                 9.       Exercise of Options.     The individual to whom an
Option is granted (an "Optionee") may exercise such Option by delivering to the
Company a written notice stating (i) that such Optionee wishes to exercise such
Option on the date such notice is so delivered, (ii) the number of shares of
Stock with respect to which such Option is to be exercised and (iii) the
address to which the certificate representing such shares of Stock should be
mailed.

                 In order to be effective, such written notice shall be
accompanied by (i) payment of the Option Price of such shares of Stock and (ii)
payment of an amount of money necessary to satisfy any withholding tax
liability that may result from the exercise of such Option.  Each such payment
shall be made to the Company in United States dollars.

                 In its discretion, the Committee may require, as an additional
condition to the issuance of shares of Stock upon the exercise of an Option,
that the Optionee to whom such Option was granted execute and deliver to the
Company a stock purchase agreement, in such form as may be required by the
Committee, within three business days after such form of agreement is presented
to  such Optionee.

                 As promptly as practicable after the receipt by the Company of
(i) such written notice from the Optionee, (ii) payment, in the form required
by the foregoing provisions of this Paragraph 9, of the Option Price of the
shares of Stock with respect to which such Option is to be exercised, (iii)
payment, in the form required by the foregoing provisions of this Paragraph 9,
of an amount of money necessary to satisfy any withholding tax liability that
may result from the exercise of such Option, and (iv) an executed stock
purchase agreement in the form required by the Committee, if any is so
required, the Company shall cause to be delivered to such Optionee (or to a
specified escrow agent, if so required under the terms of such stock purchase
agreement) a certificate representing the number of shares of Stock with
respect to which such Option has been so exercised, such certificate to be
registered in the name of such Optionee, provided that such delivery shall be
considered to have been made when such certificate shall have been mailed,
postage prepaid, to such Optionee at the address specified for such purpose in
such written notice from the Optionee to the Company.

                 10.      Transferability of Options. An option shall not be
transferable by the Optionee to whom such Option was granted otherwise than by
will or under the laws of descent and distribution or pursuant to a qualified
domestic relations order, as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act, or the
rules thereunder.  The designation by an Optionee of a beneficiary shall not
constitute a transfer of an Option for purposes of this Plan.

                 11.      Termination of Employment or Death of Optionee. All
Options granted to an Optionee shall terminate immediately upon 30 days after
the severance of the employment relationship between the Company and such
Optionee for any reason, for or without cause, other





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than death.  Whether authorized leave of absence, or absence on military or
government service, shall constitute severance of the employment relationship
between the Company and any Optionee shall be determined by the  Committee at
the time thereof.

                 In the event of the death of an Optionee while in the employ
of the Company and before the date of expiration of any Option granted to such
Optionee, such Option shall terminate on the earlier of such date of expiration
or one year following the date of such Optionee's death.  After the death of
such Optionee, the Optionee's executors or administrators, or the person to
whom such Optionee's Option shall have been transferred by will or under the
laws of descent and distribution,  shall have the right, at any time prior to
such termination, to exercise such Option, as a whole (without regard to any
limitations set forth in or imposed pursuant to the first sentence of Paragraph
8 hereof) or in part.

                 For the purpose of determining the employment relationship
between the Company and an Optionee, employment by any parent or subsidiary
corporation of the Company shall be considered employment by the Company.

                 12.      Requirements of Law.  The Company shall not be
required to issue any shares of Stock upon the exercise of any Option if the
issuance of such shares of Stock would constitute or result in a violation by
the Company, or by the Optionee to whom such Option was granted, of any
provision of any applicable law, statute or regulation of any governmental
authority.

                 Upon the exercise of any Option, the Company shall not be
required to issue any shares of Stock unless the Committee shall have received
evidence satisfactory to it that the Optionee to whom such Option was granted
will not transfer such shares of Stock until a registration statement with
respect to such shares of Stock shall have become effective under the
Securities Act of 1933 or until an opinion of counsel satisfactory to the
Company shall have been received by the Company to the effect that such
registration is not required.  Any determination in this connection by the
Committee shall be final, binding and conclusive.

                 The Company may, but shall in no event be obligated to,
register under the Securities Act of 1933, or register or otherwise qualify for
sale under the securities laws of any state, the shares of Stock issuable upon
the exercise of one or more Options.  In the event that any shares of Stock
issuable upon the exercise of an Option are not registered under the Securities
Act of 1933, the Company may imprint on the certificates representing such
shares of Stock the following legend or any other legend that counsel for the
Company considers necessary or advisable to comply with the Securities Act of
1933:

                     The shares of stock represented by this certificate have
                     not been registered under the Securities Act of 1933 or
                     under the securities laws of any state and may not be sold
                     or transferred except upon such





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                     registration or upon receipt by the Corporation of an
                     opinion of counsel satisfactory to the Corporation, in
                     form and substance satisfactory to the Corporation, that
                     registration is not required for such sale or transfer.

                 The Company shall not be obligated to take any other
affirmative action to cause the exercise of any Option, or the issuance of
shares of Stock upon the exercise of any Option, to comply with any law,
statute or regulation of any governmental authority.

                 13.      No Rights as Shareholder. No Optionee shall have any
right as a shareholder with respect to any shares of Stock issuable upon the
exercise of any Option granted to such Optionee until the date of issuance to
such Optionee of a certificate representing such shares of  Stock.  Except as
otherwise provided in Paragraph 17 hereof, no adjustment for dividends, or
otherwise, shall be made if the record date therefor is prior to the date of
issuance of such certificate.

                 14.      Employment Obligation. The granting of any Option
shall not impose upon the Company, or upon any parent or subsidiary corporation
of the Company, any obligation to employ or continue to employ any Optionee.
The right of the Company, or of any parent or subsidiary corporation of the
Company, to terminate the employment of any person shall not be diminished or
otherwise affected by reason of the fact that an Option has been granted to
him.

                 15.      Forfeiture for Competition.  If the Committee finds
that the holder of any outstanding Option, at any time following the date upon
which such Option was granted, directly or indirectly owned, operated, managed
or controlled, or participated in the ownership, management, operation or
control of, or was employed or was paid as a consultant or as an independent
contractor by, a business that competed at any time after that date with the
Company or with any parent or subsidiary corporation of the Company, then such
holder shall thereupon forfeit all outstanding Options granted to him, provided
that such holder shall not forfeit any outstanding Option solely on account of
such holder's ownership of shares or other securities issued by any corporation
so long as such ownership does not result in the direct or indirect control by
such holder of such corporation.

                 16.      Forfeiture for Dishonesty.  If the Committee finds
that an Optionee has engaged in fraud, embezzlement, theft, commission of a
felony, or proven dishonesty in the course of such Optionee's employment by the
Company or by any parent or subsidiary corporation of the Company and that such
action has damaged the Company or such parent or subsidiary corporation, or if
the Committee finds that an Optionee has disclosed trade secrets of the Company
or of any parent or subsidiary corporation of the Company, then such Optionee
shall thereupon forfeit all outstanding Options granted to such Optionee.

                 17.      Changes in the Capital Structure of the Company. The
existence of outstanding Options shall not affect in any manner the right of
the Company (i) to make any





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change in the Company's capital structure or its business, (ii) to effect any
merger or consolidation of the Company, (iii) to issue any bonds, debentures or
other evidences of indebtedness, (iv) to issue any preferred stock or any other
securities affecting the Stock or the rights of the holders thereof, (v) to
cause the dissolution of the Company or any sale or transfer of all or any part
of the assets or business of the Company, or (vi) to take any other corporate
action or proceeding, whether of a similar character or otherwise.

                 If the Company shall effect a reclassification of shares of
Stock, the payment of a stock dividend to holders of shares of Stock, or some
other increase or reduction in the number of shares of Stock outstanding
without receiving compensation therefor in money, services or property, then
(i) the number, class and per share price of shares of Stock issuable upon the
exercise of any outstanding Option shall be appropriately adjusted so that the
Optionee to whom such Option was granted shall be entitled upon the exercise of
such Option to receive, for the same aggregate consideration, the same number
and class of shares that such Optionee would have received had such Optionee
exercised such Option immediately prior to the occurrence of the event
requiring such adjustment and (ii) the aggregate number of shares of Stock, and
the class thereof, that may be issued upon the exercise of Options that are not
at the time outstanding shall be adjusted by substituting for such number and
class that number and class of shares that would have been received by the
holder of record of any equal number of outstanding shares of Stock as the
result of the occurrence of the event requiring such adjustments.

                 After a merger of one or more corporations into the Company,
or after a consolidation of the Company and one or more corporations under
circumstances in which the Company is the surviving corporation, each holder of
an outstanding Option shall be entitled upon the exercise of such Option to
receive (subject to any required action by shareholders), in lieu of the number
of shares of Stock issuable upon the exercise of such Option, the number and
class of shares or other securities to which such holder would have been
entitled pursuant to the terms of the agreement of merger or  consolidation if,
immediately prior to such merger or consolidation, such holder had been the
holder of record of a number of shares of Stock equal to the number of shares
of Stock issuable upon the exercise of such Option.

                 If the Company is merged into or consolidated with another
corporation under circumstances in which the Company is not the surviving
corporation, or if the Company dissolves, (i) subject to the provisions of
Clause (iii) of this grammatical paragraph, after the effective date of such
merger or consolidation, as the case may be, each holder of an outstanding
Option shall be entitled upon the exercise of such Option to receive, in lieu
of shares of Stock, such shares or other securities as the holders of shares of
Stock received pursuant to the terms of such merger or consolidation; (ii) the
Board of Directors of the Company, in its discretion, may waive any limitations
set forth in or imposed pursuant to the first sentence of Paragraph 8 hereof so
that all outstanding Options shall be exercisable in full from and after a date
prior to the effective date of such merger, consolidation or dissolution, as
the case may be; and (iii) all outstanding Options may be canceled by the Board
of Directors as of the effective date of such merger, consolidation or
dissolution, provided that (x) notice of such cancellation shall be given





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to each holder of an outstanding Option and (y) such holder shall have the
right to exercise such Option in full (without regard to any limitations set
forth in or imposed pursuant to the first sentence of Paragraph 8 hereof)
during the 30-day period immediately preceding the effective date of such
merger, consolidation or dissolution.

                 Except as in this Paragraph 17 expressly provided, the issue
by the Company of shares  of any class, or securities convertible into shares
of any class, for money or services or property, either upon direct sale or
upon the exercise of rights or warrants to subscribe therefor or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, class or Option Price of any shares
issuable upon the exercise of any outstanding Option.

                 18.      Substitute Options. Options may be granted from time
to time in substitution for options held by employees of other corporations who
concurrently become employees of the Company as the result of a merger or
consolidation of such other corporation with or into the Company, the
acquisition by the Company of assets of such other corporation, or the
acquisition by the Company of stock of such other corporation.  The terms and
conditions of such substitute Options may vary from the terms and conditions
set forth herein to such extent as the Board of Directors of the Company may
deem appropriate to conform, in whole or in part, to the provisions of the
options in substitution for which such substitute Options are granted.

                 19.      Amendment or Termination of Plan. The Board of
Directors of the Company may modify, revise or terminate this Plan at any time
and from time to time,  provided that without  the further approval of the
holders of a majority of the outstanding shares of Stock, the Board of
Directors of the Company may not(i) materially increase the benefits accruing
to participants under this Plan, (ii) change the aggregate number of shares of
Stock that may be issued upon the exercise of Options (except to the extent
that the actions of the Board of Directors may require adjustment of such
number pursuant to the provisions of Paragraph 17), or (iii) change the class
of employees to whom Options may be granted.

                 20.      Option Agreements. Each Option shall be evidenced by
a written agreement that shall be subject to the terms and conditions of this
Plan and shall be executed by the Optionee to whom such Option is granted and
by the Company.  Each such agreement shall contain such other provisions as the
Committee, in its discretion, shall deem advisable.

                 21.      Effective Date of Plan. This Plan shall become
effective and shall be deemed to have been adopted on January 1, 1977, subject
only to approval by the holders of a majority of the outstanding shares of
Stock within 12 months after such date.  This Plan shall terminate (i) when the
total number of shares of Stock with respect to which Options may be granted
shall have been issued upon the exercise of Options or (ii) by action of the
Board of Directors of the Company pursuant to Paragraph 19 hereof.





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