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                                                                   Exhibit 10.8

                        ERISA COMPENSATION LIMIT BENEFIT PLAN
                            FOR DRESSER INDUSTRIES, INC.

     Dresser Industries, Inc. hereby amends by restatement the ERISA
Compensation Limit Benefit Plan for Dresser Industries, Inc., effective June
1, 1995, upon the following terms and conditions:

                                     ARTICLE I

                                    DEFINITIONS

     The words and phrases defined hereinafter shall have the following meaning:
      SECTION 1.1.  ACT.  The Employee Retirement Income Security Act of
1974, as amended.

      SECTION 1.2.  BOARD.  The Board of Directors of Dresser Industries, Inc.
      SECTION 1.3.  CODE.  The Internal Revenue Code of 1986, as Amended.
      SECTION 1.4.  COMMITTEE.  The Employee Benefits Committee of Dresser
Industries, Inc.
      SECTION 1.5.  COMPANY.  Dresser Industries, Inc. and any subsidiary which
adopts the Plan.
      SECTION 1.6.  DB PLANS.  The Pension Plan defined in Section 1.9 and the
Related Plans defined in Section 1.11.
      SECTION 1.7.   DC PLAN.  The Dresser Industries, Inc Retirement Savings
Plan-A.
      SECTION 1.8.  EMPLOYEE.  A participant in the Pension Plan, a Related
Plan, or the DC Plan.  This term shall include any individual who has
terminated employment with the Company, but has not yet received his entire
vested benefits under the Pension Plan, a Related Plan, or the DC Plan.
      SECTION 1.9.  PENSION PLAN.  The Dresser Industries, Inc.  Consolidated
Salaried Retirement Plan, as frozen May 31, 1995.
      SECTION 1.10. PLAN.  The "ERISA Compensation Limit Benefit Plan for
Dresser Industries, Inc.", as set forth herein,
      SECTION 1.11.  RELATED PLAN.  Any defined benefit pension plan for
nonunion salaried employees other than the Pension Plan, maintained by the
Company.

                                  ARTICLE II
                                PURPOSE OF PLAN

      SECTION 2.1.  PURPOSE.  The purpose of this Plan is to pay retirement
benefits out of the general assets of the Company, under circumstances in
which such benefits cannot be paid from the Pension Plan, the Related Plans,
or the DC Plan, because of the

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application of Code section 401(a)(17).  This Plan is an
unfunded plan described in sections 201(2), 301(a)(3), and 401(a)(1) of the Act.


                                  ARTICLE III
                                  ELIGIBILITY

      SECTION 3.1. ELIGIBILITY.  Any Employee is eligible to participate in the
Plan if his benefit under the Pension Plan or a Related Plan, or the DC Plan is
limited by a provision under such plan, which implements the requirements of
section 401(a)(17) of the Code.
     Furthermore, any person who has been employed by a company in which Dresser
Industries, Inc. has an ownership interest and who, during such period, has
remained a participant in the Pension Plan, and the surviving spouse of such a
participant, shall be eligible to receive benefits under this Plan, if and to
the extent that benefits cannot be provided fully by the Pension Plan because of
provisions thereof implementing Code section 401(a)(17).
     Notwithstanding any other provisions of this Plan, no employee of the M.W.
Kellogg Company, or any surviving spouse of such an employee, shall be eligible
to receive benefits under this Plan.


                                 ARTICLE IV
                                  BENEFITS

      SECTION 4.1.  AMOUNT OF BENEFITS RELATED TO DB PLANS.  The amount of
the benefit payable under this Plan related to the DB Plans shall be the
excess (if any) of the benefit payable under the benefit formula of the
Pension Plan (or Related Plan, if applicable) without taking into account the
provisions dealing with limits imposed by Code sections 401(a)(17) and 415,
over the benefits payable under (1) the Pension Plan (or Related Plan) after
taking into account such limiting provisions, and (2) the ERISA Excess
Benefit Plan for Employees of Dresser Industries, Inc., as it relates to the
DB Plans.
      SECTION 4.2. FORM OF BENEFITS RELATED TO DB PLANS.
     (a)    Regarding Employees who die while employed, the form of benefit
shall be the Spouse's Death Benefit as provided in the Pension Plan or the
comparable benefit, if any, provided in a Related Plan (whichever is
applicable).  If a Related Plan applies and there is no comparable benefit
under the Related Plan, no benefit will be payable under this Plan.  There
shall be no benefit payable under this Plan with regard to unmarried
Employees who die while employed.
     (b)    For Employees who terminate active employment before their death,
the form of benefit shall be the Standard Benefit

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Form as provided in Section 5.01 of the Pension Plan or the comparable
benefit provided in a Related Plan (whichever is applicable).  Provided,
however, an Employee may request payment in a form of benefit provided in the
Pension Plan or a comparable option in a Related Plan that is other than the
form in which he will receive benefits under the Pension Plan or a Related
Plan.  In the case of a request by an Employee who is an elected officer of
the Company, it shall be in the sole discretion of the Executive Compensation
Committee of the Board to grant or deny such request.  In the case of a
request by all other Employees, the Committee shall, in its sole discretion,
grant or deny such request.  All forms of benefit arising under the DB Plans
shall be calculated using the same factors as those used in determining such
form of benefit under the Pension Plan or comparable benefit provided under a
Related Plan, whichever is applicable.

      SECTION 4.3.  AMOUNT OF BENEFIT RELATED TO THE DC PLAN.  The Company shall
establish a bookkeeping account for each Employee, that is tied to the
respective Employee's subaccounts under Section 4.1 of the DC Plan.  The Company
shall allocate amounts to the respective bookkeeping accounts of Employees, that
cannot be allocated to their Accounts under the DC Plan, because of the limits
imposed by Code section 401(a)(17).  The Company further shall subdivide the
Employee accounts under this Plan into subaccounts that are tied to respective
Employees' Matching Contributions, Basic Contributions, and Pension Equalizer
Contributions.  Each Employee hypothetically may invest these subaccounts in an
election separate from his election under the DC Plan.  The Company further
shall accrue the same rate of investment return to these subaccounts as earned
on the respective subaccounts in the DC Plan during the relevant period.
Notional earnings shall be credited under this Plan at the same time as actual
earnings are credited under the DC Plan.

      SECTION 4.4. FORM OF BENEFIT RELATED TO THE DC PLAN.  Benefits under
this Plan that are tied to the DC Plan shall be payable in a lump sum to the
Employee, or to the Employee's DC Plan Beneficiary in the event of the
Employee's death.  Provided, however, an Employee may request payment in a
form of benefit provided in the DC Plan that is other than the form in which
he will receive benefits under the DC Plan.  In the case of a request by an
Employee who is an elected officer of the Company, it shall be in the sole
discretion of the Executive Compensation Committee of the Board of the
Company to grant or deny such request.  In the case of a request by all other
Employees, the Committee shall in its sole discretion grant or deny such
request.  All forms of benefit shall be calculated using the same factors as
those used in determining such form of benefit under the Pension Plan or
comparable benefit provided under a Related Plan.

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      SECTION 4.5.  TIME OF BENEFIT PAYMENTS.  Benefits due under this Plan
shall be paid at such time or times following the Employee's termination of
employment or death as the Committee in its discretion determines.  However,
benefits tied to the Pension Plan or a Related Plan shall be paid no earlier
than the earliest date Pension Plan or Related Plan benefits may be paid to
the terminated Employee, or, in the case of death, to the Employee's spouse,
or, if none, to the Employee's estate.

      SECTION 4.6.  BENEFITS UNFUNDED.  Benefits payable under this Plan
shall be paid by the Company out of its general assets and shall not be
funded in any manner.

                                   ARTICLE V
                            VESTING AND FORFEITURE

      SECTION 5.1. VESTING.  No person shall have or vest in any benefits under
this Plan prior to the time such person accrues 5 Years of Service, as used in
Section 4.05 of the Pension Plan.  No person (nor the spouse of such person)
whose employment is terminated for cause as determined by the Committee, shall
vest in any benefits under this Plan, and shall be divested if previously
vested, even if such termination is deemed a retirement under provisions of the
Pension Plan, a Related Plan, or the DC Plan.


                                   ARTICLE VI
                                 ADMINISTRATION

      SECTION 6.1. DUTIES OF COMMITTEE.  This Plan shall be administered by the
Committee in accordance with its terms and purposes.  The Committee shall
interpret the provisions of this Plan and determine the amount and manner of
payment of the benefits due to or on behalf of each Employee from this Plan and
shall cause them to be paid accordingly.

      SECTION 6.2.  FINALITY OF DECISIONS.  The decisions made and the actions
taken by the Committee in the administration of this Plan shall be final and
conclusive on all persons, and the members of the Committee shall not be subject
to individual liability with respect to this Plan.


                                    ARTICLE VII
                            CLAIMS AND APPEAL PROCEDURES

      SECTION 7.1. PURPOSE.  The purpose of the claims and appeal provisions set
forth in Section 7.1 through 7.11 is to secure the speedy, inexpensive
resolution of all disputes over Plan benefits

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and rights granted by the Plan. These provisions shall be liberally construed
so as to avoid litigation and its attendant expenses.

      SECTION 7.2. CLAIMS-PROCEDURE.  Each person who claims entitlement to any
right or benefit under the Plan ("claimant") may submit a claim with respect to
that benefit or right under the procedure set forth in the Dresser Industries,
Inc.  Retirement Savings Plan-A.

      SECTION 7.3. APPEAL PROCEDURE.  When a claim has been or is deemed denied,
the claimant (hereinafter referred to as appellant) shall have the right within
60 days after receipt of written notice thereof or the date the claim is deemed
denied to file an appeal with the Committee and to go through the appeal
procedure herein set forth.  All appeals shall be in writing, and shall set
forth the reasons why the appellant believes the decision denying his claim is
erroneous.  The Committee shall render a decision on the appeal in writing not
later than 60 days after receipt of the written appeal.
      The decision of the Committee shall be final and shall be binding upon the
appellant, his beneficiaries, heirs, and assigns and all other persons claiming
by, through or under him.
     A failure to file a claim and an appeal in the manner and within the time
limits set forth herein shall be deemed a failure by the aggrieved party to
exhaust his administrative remedies and shall constitute a waiver of the rights
or benefits sought to be established under the Plan.

      SECTION 7.4.  EXHAUSTION OF ADMINISTRATIVE REMEDIES.  No legal action to
recover Plan benefits or to enforce or to clarify rights under the Plan shall be
commenced under section 502(a)(1)(B) of ERISA, or under any other provisions of
law, whether or not statutory, unless and until the claimant first shall have
exhausted the claims and appeal procedures available to him hereunder in Section
7.1-7.3.  A claimant must raise all issues and present all theories relating to
his claim to the Committee at one time.  Otherwise, the claimant shall be deemed
to have abandoned forever all issues and theories not raised and presented to
the Committee.

      SECTION 7.5.  LIMITATION ON ACTIONS.  Any suit brought to contest a
decision of the Committee shall be filed in a court of competent jurisdiction
within 1 year from receipt of written notice of the Committee's final decision
or from the date the appeal is deemed denied, and any suit not filed within this
1-year limitation period shall be dismissed by the court.  Service of legal
process shall be made upon the Plan by service upon the Committee.

      SECTION 7.6. FEDERAL PREEMPTION.  All state law causes of

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action that arise out of or relate to this Plan or to entitlement to rights
or benefits under the Plan shall be deemed to have been preempted by Section
514 of ERISA.

      SECTION 7.7. NO RIGHT TO JURY TRIAL; EVIDENCE.  In any suit contesting a
decision of the Committee, all issues of fact shall be tried by the court and
not by a jury.  No evidence may be introduced in court which was not previously
presented to the Committee and no evidence may be introduced to modify or
contradict the terms of the Plan document.

     SECTION 7.8.  SCOPE OF REVIEW.  The Committee shall have full discretionary
authority to interpret and apply the terms of this Plan document and other
relevant documents and relevant provisions of law, and deference shall be
afforded the Committee's decisions.  This grant of authority shall be broadly
construed and shall include the authority to find facts, to reach conclusions of
law, to interpret and apply ambiguous terms, and to supply missing terms
reasonably necessary to resolution of claims and appeals.  No finding of fact by
the Committee shall be set aside by a court unless the party contesting the
finding shall prove by clear and convincing evidence that the finding is
arbitrary and capricious.  No conclusion of law reached by the Committee shall
be reversed by a court unless the party contesting the conclusion shall
demonstrate that the Committee is guilty of manifest disregard of law.

      SECTION 7.9.  LIMITATION ON DAMAGES.  In any suit over Plan benefits or
rights, recovery shall be limited to the amount of benefits found due, without
interest, or to specific enforcement of rights established under the Plan, and
shall not include any other damages whether denominated incidental, special,
consequential, collateral, compensatory, exemplary, punitive or whatever.

      SECTION 7.10. PARTICIPANT PLAN DATA.  The Committee may issue, or cause to
be issued, from time to time statements to employees, participants, retirees or
beneficiaries indicating eligibility, service or other data regarding their Plan
benefits.  If any such person wishes to challenge the accuracy of such data, the
person shall do so in the manner and within the time limits set forth above in
Sections 7.1-7.9.

      SECTION 7.11.  FINAL DETERMINATION OF RIGHTS AND BENEFITS.  After
termination of the Plan, the Committee may direct a final determination of the
rights and benefits of some of all persons having an interest in the Plan.  The
determination with respect to any person may be mailed to that person at his
last known address and that person may be given 90 days within which to
challenge the determination through the claims and appeal procedures set forth

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in Sections 7.1-7.9. The mailing of a copy of a determination to a person at his
last known address shall be deemed constructive receipt by that person of a copy
of the determination.  Any determination not challenged through the claims and
appeals procedures shall govern a person's rights under the Plan, and the rights
of any person claiming by, through or under him.


                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

      SECTION 8.1.  AMENDMENT AND TERMINATION.  While Dresser
Industries, Inc. intends to maintain this Plan in conjunction with the Pension
Plan, Related Plans, and DC Plan for as long as necessary, Dresser Industries,
Inc. reserves the right to amend and/or terminate it (and all rights hereunder)
at any time for whatever reasons it may deem appropriate.


                                   ARTICLE IX
                                  MISCELLANEOUS

      SECTION 9.1.  NO EMPLOYMENT RIGHTS.  Nothing contained in this Plan shall
be construed as a contract of employment between the Company or any subsidiary
or related company and any Employee, or as a right of any Employee to be
continued in the employment of the Company, or as a limitation of the right of
the Company to discharge any of its employees with or without cause.

      SECTION 9.2.  ASSIGNMENT.  The benefits payable under this Plan may not be
assigned or alienated.

                                  DRESSER INDUSTRIES, INC.


                                  By:        P. M. Bryant
                                  -------------------------------------
                                  Title: Vice President-Human Resources