The document is filed pursuant to Rule 424 (b) (2). Registrant's
Registration Statement on Form S-3, Registration No. 333-01871.
Prospectus Supplement
To Prospectus dated March 21, 1996
The Prospectus dated March 21, 1996 is hereby supplemented as set
forth below.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Dresser's Restated Certificate of Incorporation, as amended,
effective March 20, 1987, provides, as authorized by Section 145 of the
Delaware General Corporation Law ("DGCL") that Dresser shall indemnify each
person who is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding by reason of the fact that the
person is or was a Director or officer of Dresser or is or was serving at
the request of the corporation as a Director or officer of another
corporation, joint venture, trust or other enterprise, to the fullest
extent authorized by the DGCL, as the same existed on March 19, 1987, or
may thereafter be amended, to the extent such amendment permits the
corporation to provide broader indemnification rights, against all expense,
liability and loss (including attorneys' fees), judgments, fines, certain
excise taxes or penalties, and amounts paid in settlement reasonably
incurred or suffered by such person in connection therewith. The right to
indemnification includes the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition.
Insurance is maintained by Dresser for each Director and officer of
Dresser covering certain expenses, liability or losses he may incur which
arise by reason of his being a Director or officer of Dresser or a
subsidiary company, whether or not Dresser would have the power to
indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, (the "Act") may be permitted to
Directors, officers or persons controlling the registrant pursuant to the
foregoing provisions, Dresser has been informed 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.
The date of this Prospectus Supplement is March 20, 1997.<PAGE>
