As filed with the Securities and Exchange Commission on April 6, 1994
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DRESSER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-0813641
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Ross Avenue
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
The M. W. Kellogg Company
Employee Stock Purchase Plan
(Full title of the plan)
Rebecca Morris
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
(Name and address of agent for service)
(214) 740-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Proposed
class of Proposed Proposed maximum Amount
securities Amount maximum aggregate of
to be to be offering price offering registration
registered registered per share(1) price fee
Common 100,000 $22.375 $2,237,500 $771.55
Stock,par
value
$.25 per
share (2) <PAGE>
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of
computing the registration fee and based upon the average of the
high and low sales prices reported in the consolidated reporting
system for the Common Stock on the New York Stock Exchange on
March 30, 1994.
(2) Includes the Preferred Stock Purchase Rights associated with the
Common Stock. <PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
Registrant information, employee benefit plan information and employee
benefit plan annual reports and other information required by Item 2 of
this Form will be sent or given to participants as specified by Rule 428.
In accordance with Rule 428 and the requirements of Part I of Form
S-8, such documents are not being filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file. <PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Dresser Industries, Inc. ("Dresser") has
filed with the Commission pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act") (File No. 1-4003), are
incorporated by reference in this Registration Statement and shall be deemed
to be a part hereof:
(a) Dresser's 1993 Annual Report on Form 10-K for the fiscal year
ended October 31, 1993.
(b) Dresser's Quarterly Report on Form 10-Q for the period ended
January 31, 1994.
(c) Dresser's Current Reports on Form 8-K dated December 9, 1993,
December 29, 1993 and January 28, 1994.
(d) Dresser's Current Report on Form 8-K dated January 21, 1994, as
amended by Amendment No. 1 to such Current Report on Form 8-K/A
dated March 10, 1994.
(e) The description of the Preferred Stock Purchase Rights
(including a description of Dresser's Common Stock), contained
in Dresser's Registration Statement on Form 8-A filed with
the Commission on August 30, 1990, as amended by Amendment No. 1
on Form 8 filed on October 3, 1990.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a the date of filing
of such documents.
Any statement contained in this Registration Statement or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed amendment to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement. <PAGE>
EXPERTS
The consolidated financial statements of Dresser Industries, Inc.
and Dresser-Rand Company included in Dresser's Annual Report on Form 10-K
for its fiscal year ended October 31, 1993, and the supplemental
consolidated financial statements of Dresser and its subsidiaries
included in Amendment No. 1 on Form 8-K/A to Dresser's Current
Report on Form 8-K dated January 21, 1994, have been incorporated
by reference in this Registration Statement in reliance on the
report of Price Waterhouse, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements of Baroid Corporation and Subsidiaries
at December 31, 1992 and for the year then ended, appearing in Baroid
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992,
have been audited by Ernst & Young, independent auditors, and as of
December 31, 1991, and for each of the two years in the period ended
December 31, 1991, by Coopers & Lybrand, independent auditors, as set forth
in their respective reports incorporated by reliance upon such reports given
upon the authority of such firms as experts accounting and auditing.
The supplemental consolidated financial statements of Baroid Corporation
and Subsidiaries appearing in Baroid Corporation's Registration Statement
(Form S-3 No. 33-60174) have been audited by Ernst & Young, independent
auditors, as set forth in their report included therein and incorporated
herein by reference, and are based in part on the reports of Arthur
Andersen & Co. and Coopers & Lybrand, independent auditors.
Such supplemental consolidated financial statements are incorporated
by reference in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 145 of the Delaware General Corporation Law
("Section 145"), a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any action, suit, or proceeding (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, act reasonably incurred by
him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In an action by or in the right of the corporation, such
corporation may indemnify any such person against expenses actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person is adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses, which the court shall deem proper.
Indemnification, unless ordered by the court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of such person is proper in the
circumstances because he has met the applicable standard of conduct.
Such determination is made (1) by the board of directors by a majority
vote of a quorum consisting of disinterested directors, or (2) by
independent legal counsel in a written opinion, or (3) by the stockholders.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any such
matter, Section 145 requires that the corporation indemnify him against
expenses actually and reasonably incurred by him in his defense. Further,
expenses may be paid by the corporation in advance of final disposition
of the matter upon receipt of an undertaking by or on behalf of such
director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified.
Such indemnification and advancement of expenses is not deemed exclusive of
any other right to which a director or officer might be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also empowers a corporation to purchase and maintain
insurance on behalf of any person who might be indemnified thereunder whether
or not the corporation would have the power to indemnify him against such
liability under such Section.
Dresser has in effect an amendment to its Restated Certificate
of Incorporation, providing for indemnification of certain persons including
directors and officers to the fullest extent permitted under Section 145.
Insurance is maintained for each director and officer of Dresser
covering certain losses he may incur which arise by reason by his being a
director or officer of Dresser or a subsidiary corporation, partnership,
joint venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed.
Not Applicable. <PAGE>
Item 8. Exhibits.
The Exhibits are listed in the Index to Exhibits immediately
preceding the Exhibits.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employ benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, <PAGE>
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act governed by the final
adjudication of such issue. <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on
March 31, 1994.
DRESSER INDUSTRIES, INC.
By: /s/GEORGE H. JUETTEN
(George H. Juetten, Vice
President and Controller)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities indicated on March 31, 1994.
Signature Title
* JOHN J. MURPHY Chairman of the Board
(John J. Murphy) (Principal Executive Officer)
/s/ GEORGE H. JUETTEN Vice President - Controller
(George H. Juetten) (Principal Accounting Officer)
* B. D. ST. JOHN Vice Chairman of the Board
(B. D. St. John) (Principal Financial Officer)
* WILLIAM E. BRADFORD * J. LANDIS MARTIN
(William E. Bradford, Director) (J. Landis Martin, Director)
* SAMUEL B. CASEY, JR. * LIONEL H. OLMER
(Samuel B. Casey, Jr., Director) (Lionel H. Olmer)
* LAWRENCE S. EAGLEBURGER * JAY A. PRECOURT
(Lawrence S. Eagleburger, Director) (Jay A. Precourt, Director)
* RAWLES FULGHAM * A. KENNETH PYE
(Rawles Fulgham, Director) (A. Kenneth Pye, Director)
* JOHN A. GAVIN * RICHARD W. VIESER
(John A. Gavin, Director) (Richard W. Vieser, Director) <PAGE>
* RAY L. HUNT
(Ray L. Hunt, Director)
*BY: /s/STANLEY E. MCGLOTHLIN
Stanley E. McGlothlin
(Attorney-In-Fact) <PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of The M. W. Kellogg Company Employee Stock
Purchase Plan has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on March 31, 1994.
THE M. W. KELLOGG COMPANY EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ DAVID L. BARTLETT
David L. Bartlett
Plan Administrator <PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Rights Agreement dated August 16, 1990, between Dresser Industries,
Inc. and Harris Trust Company of New York as Rights Agent. (Incorporated
by reference to Exhibit 1 to Registration Statement on Form 8-A filed on
August 30, 1990, as amended by Amendment No. 1 on Form 8 filed on
October 3, 1990).
*4.2 Form of The M.W. Kellogg Company Employee Stock Purchase Plan.
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Ernst & Young.
*23.3 Consent of Coopers & Lybrand.
*23.4 Consent of Arthur Andersen.
*24 Powers of Attorney
_______________________
* Filed herewith.
<PAGE>
Exhibit 4.2
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Established Effective April 1, 1994)
I. PURPOSE
The M. W. Kellogg Company Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist all eligible employees of
the Company, where permitted by applicable laws and regulations, to
acquire an equity interest in Dresser Industries, Inc. through the
purchase of shares of Common Stock.
II. DEFINITIONS
The following words and phrases as used herein shall have the
following meanings unless a different meaning is plainly required by
the context:
(A) Account: As of any given date, (i) the amount of
contributions then made to the Plan by a Participant and not yet
used for the purchase of shares of Common Stock, (ii) the shares
of Common Stock purchased for the Participant, plus any Fractional
Share and dividends on shares of Common Stock held by the
Custodian and (iii) the earnings then accrued on such Fractional
Share and dividends.
(B) Benefits Department: The Employee Benefits Department
of The M. W. Kellogg Company.
(C) Board: The Board of Directors of The M. W. Kellogg
Company.
(D) Code: The Internal Revenue Code of 1986, as amended
from time to time.
(E) Committee: The administrator of the Plan as provided in
Article III hereof.
(F) Common Stock: The Common Stock, par value $0.25 per
share, of Dresser Industries, Inc.
(G) Company: The M. W. Kellogg Company, a Delaware
<PAGE>
corporation.
(H) Custodian: The bank or financial institution designated
by the Committee to purchase and hold Participants' shares of
Common Stock and dividends thereon in their Account, and to
perform other administerial functions required by the Plan and
such other duties as the Company shall designate.
(I) Effective Date: April 1, 1994.
(J) Employee: Any U.S. based individual employed by the
Company, excluding, however, officers and directors of Dresser
Industries, Inc.
(K) Fractional Share: Cash equal to less than the price of
a whole share of Common Stock remaining in a Participant's account
following the purchase of whole shares of Common Stock.
(L) Participant: Each Employee who meets the eligibility
requirements of Article V and is participating in the Plan.
(M) Payroll Period: The biweekly pay period for each
Employee that ends at midnight on the Friday prior to the Thursday
on which Employees receive payment from the Employer.
(N) Plan: The M. W. Kellogg Company Employee Stock Purchase
Plan, as amended from time to time.
(O) Purchase Date: The last trading day of the Purchase
Period (or such other date as may be determined by the Committee).
(P) Purchase Period: The period of time during which the
Custodian purchases shares of Common Stock for Participants in the
Plan.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee appointed by
the Board. The Committee shall supervise the administration and
enforcement of the Plan according to its terms and provisions and shall
have all powers necessary to accomplish these purposes and discharge
its duties hereunder including, but not by way of limitation, the power
to (A) employ and compensate agents of the Committee for the purpose of
administering the accounts of participating employees, (B) construe or
interpret the Plan, (C) determine all questions of eligibility and (D)
<PAGE>
compute the amount and determine the manner and time of payment of all
benefits according to the Plan hereunder.
The Committee may act by (1) a majority decision of its
members present at a regular or special meeting of the Committee at
which a quorum (majority of Committee members) is present or (2) a
decision reduced to writing and signed by a majority of the members of
the Committee without holding a formal meeting. Vacancies in the
membership of the Committee arising from death, resignation or other
inability to serve shall be filled by appointment of the Board.
IV. NATURE AND NUMBER OF SHARES
The Common Stock subject to the terms of the Plan shall be
previously issued shares of Common Stock.
V. ELIGIBILITY REQUIREMENTS
Each regular full-time Employee of the Company shall become
eligible to participate in the Plan in accordance with Article VI
hereof. Participation in the Plan is voluntary.
VI. ENROLLMENT
Each Employee who is eligible (as described in Article V
hereof) on the Effective Date may enroll in the Plan as of the
Effective Date. Each other Employee who thereafter becomes eligible to
participate may enroll in the Plan on the first Payroll Period
following the date that he or she first meets the eligibility
requirements of Article V. Any eligible Employee not enrolling in the
Plan when first eligible may enroll in the Plan on the first of any
subsequent Payroll Period. Any eligible Employee may enroll or
re-enroll in the Plan on the dates hereinabove prescribed or such other
specific dates as may be established by the Committee from time to
time. In order to enroll, any eligible Employee must complete, sign
and submit the appropriate form to the Benefits Department.
VII. METHOD OF PAYMENT
Payment for shares is to be made through payroll deductions
(with no right of prepayment) with the first such deduction commencing
with the first Payroll Period after the Participant enrolls in the
Plan. Each Participant will authorize such deductions from his or her
compensation for each Payroll Period and such amounts will be deducted
in conformity with the Company's payroll deduction schedule. In
<PAGE>
addition, Participants may elect to make a cash lump-sum contribution
to purchase shares of Common Stock under the Plan, in the manner
prescribed by the Committee.
The minimum contribution amount is $5 per Payroll Period for
contributions made through payroll deduction or $100 per payment for
contributions made through the optional lump-sum payment method. The
rate of contribution shall be designated by the Participant in the
enrollment form.
A Participant may elect to increase or decrease the rate of
contribution at any time, but not retroactively. Such change shall be
effective as of the next Payroll Period provided that 10 days prior
written notice has been given to the Benefits Department on a new
enrollment form indicating the revised rate of contribution.
VIII. SUSPENSION OR WITHDRAWAL OF CONTRIBUTIONS
A Participant may suspend payroll deductions at any time by
giving 10 days prior written notice to the Benefits Department on the
appropriate form. A Participant who discontinues contributions to the
Plan may also elect to withdraw contributions at any time as of the
first day of the next following month by giving 10 days prior written
notice to the Benefits Department on the appropriate form. Any
Participant who withdraws contributions will receive (i) cash or
(ii) upon the Participant's request a stock certificate for the number
of shares of Common Stock held by the Participant under the Plan plus a
cash payment equal to any other amounts in the Participant's Account as
soon as practicable. Any Participant who suspends payroll deductions
or withdraws contributions must re-enroll in the Plan in order to
participate.
IX. CREDITING OF PARTICIPANT ACCOUNTS; CUSTODIAN
Contributions shall be credited to each Participant's Account
as soon as administratively feasible after payroll withholding. Shares
of Common Stock and Fractional Shares shall be credited to each
Participant's Account as soon as administratively feasible after the
Purchase Date. Dividends on shares of Common Stock held by the
Custodian for Participants' Accounts will also be credited to such
Participants' Accounts.
Until invested in shares of Common Stock, Fractional Shares
and dividends on shares of Common Stock held by the Custodian shall be
held by the Custodian and shall be credited with interest at the rate
<PAGE>
realized for the investment vehicle designated by the Committee for
Fractional Shares and dividends on shares of Common Stock held by the
Custodian.
Amounts representing any Fractional Shares, any dividends on
shares of Common Stock held by the Custodian, and any earnings thereon
will automatically be reinvested in additional shares of Common Stock.
Dividends on shares of Common Stock held of record by Participants will
be delivered directly to such Participants and will not be reinvested
in additional shares of Common Stock.
X. PURCHASE OF SHARES
The Company will forward payroll contributions to the
Custodian each Payroll Period. The Custodian will purchase shares of
Common Stock with each Participant's contributions as soon as
administratively practicable after receipt of the Participant's payroll
and optional lump-sum contributions.
The purchase price per share of Common Stock under the Plan
shall be equal to an average of the "Fair Market Value" of all of the
shares of Common Stock purchased during the Purchase Period for all
Participants in the Plan. The Fair Market Value of a share of Common
Stock on a particular date shall be deemed to be (A) if the shares of
Common Stock are listed on a national securities exchange, the actual
sales price per share of Common Stock on the principal such national
securities exchange on that date, or (B) if the shares of Common Stock
are not so listed but are quoted in the NASDAQ National Market System,
the actual sales price per share of Common Stock on the NASDAQ National
Market System on that date.
Certificates evidencing shares of Common Stock purchased
shall be delivered to the Custodian as soon as administratively
feasible after the Purchase Date, but Participants shall be treated as
the beneficial owners of their shares of Common Stock effective as of
the Purchase Date. The Custodian shall be the record owner of all
shares of Common Stock credited to Participants' Accounts, unless the
Participant elects to be the record owner of such shares. Fractional
Shares shall be delivered to the Custodian as soon as administratively
feasible after the Purchase Date, credited to Participants' Accounts on
the Purchase Date and carried forward for application during the next
Purchase Period.
XI. TERMINATION OF PARTICIPATION
<PAGE>
Participation in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason
whatsoever (including death or unpaid disability) or the Participant
otherwise becomes ineligible. Participation also terminates
immediately when the Participant voluntarily withdraws contributions
from the Plan. Participation terminates if the Participant elects not
to re-enroll in the Plan or if the Participant has suspended payroll
deductions and has not re-enrolled in the Plan. After termination of
participation and in accordance with procedures established by the
Committee, the Committee shall cause (i) cash or (ii) a certificate for
the number of shares of Common Stock held in the Participant's Account
to be delivered to the Participant (or beneficiary or legal
representative) plus a cash payment equal to any other amounts in the
Participant's Account.
XII. DESIGNATION OF BENEFICIARY; PAYMENT UPON DEATH
Each Participant may designate one or more persons as his or
her beneficiaries in the event of death and may, in his or her sole
discretion, change such designation at any time. Any such designation
shall be effective upon receipt by the Benefits Department and shall
control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a
Participant, a certificate for any shares of Common Stock in the
Participant's Account and an amount in cash equal to any other amounts
in the Participant's Account shall be delivered to the Participant's
designated beneficiaries or, in the absence of such designation, to the
executor, administrator or other legal representative of the
Participant's estate. Such payment shall relieve the Company of
further liability to, or in respect of, the deceased Participant with
respect to the Plan. If more than one beneficiary is designated, each
beneficiary shall receive an equal portion of the Account unless the
Participant has given express contrary instructions.
XIII. NO INTEREST ON REFUNDS AND WITHDRAWALS OF CONTRIBUTIONS
Any refund or withdrawal of contributions that were made to
the Plan during the Purchase Period in which the refund is made shall
not be credited with any interest from the date(s) of such
contributions to the date that such refund or withdrawal is made during
the calendar quarter in which the refund is made. This provision shall
apply irrespective of whether the refund or withdrawal is paid to the
Participant, his or her beneficiary, estate or other legal
representative or anyone else who is entitled thereto. This provision
<PAGE>
shall not apply to Fractional Shares or dividends credited to a
Participant's account and deposited with the Custodian, or to the
earnings on such Fractional Shares and dividends.
XIV ASSIGNMENT
The rights of a Participant under the Plan are not assignable
or otherwise transferable except by will or the laws of descent and
distribution. No purported assignment or transfer of such rights of a
Participant under the Plan, whether voluntary, involuntary, by
operation of law or otherwise, shall vest in the purported assignee or
transferee any interest or right therein, but immediately upon such
assignment or transfer, or any attempt to make the same, such rights
shall terminate and become of no further effect. If this provision is
violated, the Participant's election to purchase Common Stock shall
terminate and the only obligation of the Company remaining under the
Plan will be to deliver to the person entitled thereto any shares of
Common Stock in the Participant's Account and an amount in cash equal
to any other amounts in the Participant's Account. No Participant may
create a lien on any funds, securities, rights or other property held
for the account of the Participant under the Plan, except to the extent
that there has been a designation of beneficiaries in accordance with
the Plan, and except to the extent permitted by will or the laws of
descent and distribution if beneficiaries have not been designated. A
Participant's right to purchase shares of Common Stock under the Plan
shall be exercisable only during the Participant's lifetime and only by
him or her.
<PAGE>
XV. COSTS
All costs and expenses incurred in administering this Plan
shall be paid by the Company. Any brokerage fees for the sale of
shares of Common Stock purchased under the Plan shall be paid by the
Participant.
XVI. REPORTS
Each calendar quarter, the Custodian shall provide or cause
to be provided to each Participant a report of his or her contributions
and the shares of Common Stock purchased with such contributions by
that Participant. In addition, each Participant will receive the same
information sent to stockholders of Dresser Industries, Inc. generally.
XVII. RIGHTS AS STOCKHOLDER
A Participant will have no rights as a stockholder of Dresser
Industries, Inc. under the election to purchase until he or she becomes
such a stockholder as herein provided. A Participant will become a
stockholder of Dresser Industries, Inc. with respect to shares of
Common Stock for which payment has been completed, as provided in
Article X hereof, at the close of business on the Purchase Date.
XVIII. MODIFICATION AND TERMINATION
The Board of Directors of Dresser Industries, Inc. may amend
or terminate the Plan at any time insofar as permitted by law. In the
event that the Plan is terminated, the Committee may elect to terminate
all outstanding rights to purchase shares of Common Stock under the
Plan either immediately or upon completion of the purchase of shares of
Common Stock on the next Purchase Date, unless the Committee has
designated that the right to make all such purchases shall expire on
some other designated date occurring prior to the next Purchase Date.
If the Plan is terminated, the Committee shall as soon as
administratively feasible cause a certificate for the number of shares
of Common Stock held in each Participant's Account and an amount in
cash equal to any other amounts in such Participant's Account to be
delivered to such Participant (or his or her beneficiary or legal
representative).
XIX. BOARD APPROVAL; EFFECTIVE DATE
This Plan was adopted by the Board on ,
1994. The Plan shall become effective as of April 1, 1994 as the
<PAGE>
Committee may designate.
XX. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it
are subject to any governmental approvals or consents that may be or
become applicable in connection therewith. Subject to the provisions
of Article XXI hereof, the Board may make such changes in the Plan and
include such terms in any offering under the Plan as may be desirable
to comply with the rules or regulations of any governmental authority.
XXI OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the
Plan shall contain such other provisions as the Committee and the Board
shall deem advisable, provided that no such provision shall in any way
be in conflict with the terms of the Plan.
IN WITNESS WHEREOF, The M. W. Kellogg Company has caused
these presents to be executed by its duly authorized officers in a
number of copies, all of which shall constitute one and the same
instrument, which may be sufficiently evidenced by any executed copy
hereof, this ___ day of ______________, 1994.
THE M. W. KELLOGG COMPANY
By: ___________________________________
ATTEST:
___________________________________
<PAGE>
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Established Effective April 1, 1994)
TABLE OF CONTENTS
ARTICLE PAGE
I. PURPOSE 1
II. DEFINITIONS 1
(A) Account 1
(B) Benefits Department 1
(C) Board 1
(D) Code 1
(E) Committee 1
(F) Common Stock 1
(G) Company 1
(H) Custodian 1
(I) Effective Date 1
(J) Employee 1
(K) Fractional Share 2
(L) Participant 2
(M) Payroll Period 2
(N) Plan 2
(O) Purchase Date 2
(P) Purchase Period 2
III. ADMINISTRATION OF THE PLAN 2
IV. NATURE AND NUMBER OF SHARES 3
V. ELIGIBILITY REQUIREMENTS 3
VI. ENROLLMENT 2 <PAGE>
VII. METHOD OF PAYMENT 3
VIII. SUSPENSION OR WITHDRAWAL OF CONTRIBUTIONS 3
IX. CREDITING OF PARTICIPANT ACCOUNTS; CUSTODIAN 4
X. PURCHASE OF SHARES 4
XI. TERMINATION OF PARTICIPATION 4
XII. DESIGNATION OF BENEFICIARY; PAYMENT UPON DEATH 5
XIII. NO INTEREST ON REFUNDS AND WITHDRAWALS OF
CONTRIBUTIONS 5
XIV. ASSIGNMENT 5
XV. COSTS 6
XVI. REPORTS 6
XVII. RIGHTS AS STOCKHOLDER 6
XVIII. MODIFICATION AND TERMINATION 6
XIX. BOARD APPROVAL; EFFECTIVE DATE 6
XX. GOVERNMENTAL APPROVALS OR CONSENTS 7
XXI. OTHER PROVISIONS 7 <PAGE>
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Established Effective April 1, 1994)
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Dresser Industries, Inc. of our
report dated December 9, 1993, relating to the consolidated financial
statements of Dresser Industries, Inc., which appears on page 22 of
Dresser Industries, Inc.'s Annual Report on Form 10-K for the year
ended October 31, 1993; our report dated November 12, 1992 relating to
the consolidated financial statements of Dresser-Rand Company, which
appears on page 3 on such Annual Report on Form 10-K; and our report on
the Dresser-Rand Financial Statement Schedules, which appears on page
19 of such Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated February 9, 1994 on the
supplemental consolidated financial statements of Dresser Industries,
Inc., which appears on page F-11 of Amendment No. 1 on Form 8-K/A to
Current Report on Form 8-K dated January 21, 1994. We also consent to
the reference to us as experts in such Registration Statement.
/s/PRICE WATERHOUSE
Price Waterhouse
Dallas, Texas
March 24, 1994
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-8 of Dresser
Industries, Inc. pertaining to The M. W. Kellogg Company Employee Stock
Purchase Plan and to the incorporation by reference therein of our
reports (i) dated February 4, 1993, with respect to the consolidated
financial statements and schedules of Baroid Corporation and
Subsidiaries included in its Annual Report (Form 10-K) for the year
ended December 31, 1992, filed with the Securities Exchange Commission,
and (ii) dated March 1, 1993, with respect to the supplemental
consolidated financial statements of Baroid Corporation and
Subsidiaries included in its Registration Statement (Form S-3 No. 33-
60174) and related Prospectus, filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG
Ernst & Young
Houston, Texas
March 31, 1994
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dresser Industries, Inc. pertaining to the M.
W. Kellogg Company Employee Stock Purchase Plan of our report dated
March 3, 1992 on our audits of the financial statements and financial
statement schedules of Baroid Corporation and Subsidiaries as of
December 31, 1991 and 1990 and for the years ended December 31, 1991
and 1990, which report is included in Baroid's 1992 Annual Report on
Form 10-K. We also consent to the reference to our firm as "Experts"
in Item 3 of the Registration Statement.
/s/COOPERS & LYBRAND
Coopers & Lybrand
Houston, Texas
March 29, 1994
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Sub Sea International Inc.
As independent public accountants, we hereby consent to the use of our
reports included herein or made a part of this registration statement
of Dresser Industries, Inc.on Form S-8 and to the reference to our firm
under the heading "Experts" in the registration statement.
/s/ARTHUR ANDERSEN & CO.
Arthur Andersen & Co.
New Orleans, Louisiana
March 29, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/SAMUEL B. CASEY, JR.
Samuel B. Casey, Jr.
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/WILLIAM E. BRADFORD
William E. Bradford
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/RAWLES FULGHAM
Rawles Fulgham
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/JOHN A. GAVIN
John A. Gavin
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/JOHN J. MURPHY
John J. Murphy
Chairman of the Board and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/LIONEL H. OLMER
Lionel H. Olmer
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/B. D. ST. JOHN
B. D. St. John
Vice Chairman and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/RICHARD W. VIESER
Richard W. Vieser
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/RAY L. HUNT
Ray L. Hunt
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/J. LANDIS MARTIN
J. Landis Martin
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer of the
Company has hereunto set his hand this 17th day of March, 1994.
/s/JAY A PRECOURT
Jay A. Precourt
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/LAWRENCE S. EAGLEBURGER
Lawrence S. Eagleburger
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints REBECCA MORRIS and
STANLEY E. MCGLOTHLIN and each or either of them, his true and
lawful attorney-in-fact and agent, with full power of substitution
and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the
Securities and Exchange Commission a Registration Statement on Form
S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and
100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par
value, to be offered thereunder, with such amendments, supplements
or appendices thereto as may be necessary or appropriate, together
with all exhibits and any and all documents having relation
thereto, granting unto said attorneys-in-fact and agents, and each
or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each or either of them, or substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer
of the Company has hereunto set his hand this 17th day of March,
1994.
/s/A. KENNETH PYE
A. Kenneth Pye
Director
<PAGE>
