The document is filed pursuant to Rule 424 (b)(2).
Registrant's Registration Statement on Form S-8,
Registration No. 33-30821.
Prospectus Supplement
To Prospectus dated August 28, 1989
-----------------------------------
The information contained in the Prospectus dated August 28,
1989 under the heading "SELLING STOCKHOLDERS" is supplemented and
restated and "GENERAL INFORMATION ABOUT DRESSER'S CAPITAL STOCK
TO BE REGISTERED" is supplemented as set forth on the following
pages.
The date of this Prospectus Supplement is April 25, 1994. <PAGE>
SELLING SECURITY HOLDERS
This Prospectus relates to shares of Common Stock that have
been acquired under the Plan by the Selling Stockholders. The
address of each of the Selling Stockholders is c/o Dresser
Industries, Inc., P.O. Box 718, Dallas, Texas 75221.
Each of the Selling Stockholders is and has been a director
of Dresser for each of the last three years except for Messrs.
Eagleburger and Pye who have been directors since March 1993.
The following table sets forth the (a) number of shares of Common
Stock each Selling Stockholder beneficially owned as of March 31,
1994; (b) the number of shares of Common Stock acquired by each
Selling Stockholder pursuant to the Plan and being registered
hereby, some or all of which shares may be sold pursuant to this
Prospectus; and (c) the number of shares of Common Stock and the
percentage, if 1% or more, of the total class of Common Stock
outstanding to be beneficially owned by each Selling Stockholder
following this offering, assuming the sale pursuant to this
offering of all shares acquired by such Selling Stockholder
pursuant to the Plan and registered hereby. There is no
assurance that any of the Selling Stockholders will sell any or
all of the shares offered by them hereunder.
Shares Shares
Shares of Common Beneficially
of Stock Owned After
Common Covered this Offering
Stock by this --------------
Beneficially Prospectus Per-
Owned (2) (3) Number cent
------------ ---------- ------ -----
Samuel B.
Casey 6,022 6,022 0 *
Lawrence S.
Eagleburger 875 764 111 *
Rawles
Fulgham 16,000 8,662 7,338 *
John A. Gavin 8,822 4,596 4,226 *
Ray L.
Hunt (1) 144,602 6,076 138,526 *
Lionel H. <PAGE>
Olmer 7,259 4,596 2,663 *
A. Kenneth
Pye 11,664 764 10,900 *
Richard W.
Vieser 4,772 2,626 2,146 *
* Less than 1%.
(1) Shares shown, in which Mr. Hunt disclaims beneficial
interest, are owned by trusts for the benefit of Mr. Hunt's
children. Mr. Hunt and his wife serve as members of an advisory
board for each trust.
(2) Shares received pursuant to the September 4, 1990 stock
split are respectively, Casey, 1,627; Fulgham, 2,920; Gavin, 887;
Hunt, 1,627 and Olmer, 887.
(3) Directors serving terms of less than 24 months are granted
stock pro rata based on the number of months of service during
the period.
GENERAL INFORMATION ABOUT
DRESSER'S CAPITAL STOCK TO BE REGISTERED
Miscellaneous
-------------
Holders of the Common Stock are not entitled to pre-emptive
rights. The outstanding shares of Common Stock are fully paid
and non-assessable. Outstanding shares of Common Stock are
listed on the New York and Pacific Stock Exchanges.
The Registrars of the Common Stock are:
Dallas, Texas Chemical Shareholders Services Group,
Inc.
New York, New York Harris Trust Co. of New York
The Transfer Agents of the Common Stock are:
Dallas, Texas Dresser Industries, Inc.
New York, New York Harris Trust Co. of New York <PAGE>
<PAGE>
