SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) - January 28, 1994

DRESSER INDUSTRIES, INC.
(Exact Name of Registrant as specified in its Charter)

DELAWARE 1-4003 75-0813641
(State or other (Commission (I.R.S Employer
jurisdiction of File No.) Identification No.)
incorporation)

2001 Ross Avenue, Dallas, Texas 75201
(Address of Principal Executive Offices)

Registrant's telephone number, including area code (214) 740-6000

Item 2. Acquisition or Disposition of Assets

On December 8, 1993, Registrant and Litton Industries, Inc.
("Litton") announced an agreement for the sale of Registrant's 29.5%
interest in Western Atlas International, Inc. ("Western Atlas"), a
Delaware corporation, to a wholly owned subsidiary of Litton for $358
million in cash and $200 million in 7 1/2% notes due over seven years.
Western Atlas is a joint venture company formed May 1, 1987, when
Registrant's Dresser Atlas operations were combined with the Resources
Group of Litton. The sale closed January 28, 1994. The sale will
result in an after-tax gain of $147 million that Dresser will recognize
in the first quarter of fiscal year 1994.

Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.

(b) Pro Forma Financial Information.

Exhibit

2.1 Form of Stock Purchase Agreement dated December 7, 1993,
between Registrant; Litton Industries, Inc.; Western Atlas
Inc.; Western Research Holdings, Inc.; and Western Atlas
International, Inc.

99.1 News Release dated January 28, 1994, announcing the sale of
Western Atlas.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

DRESSER INDUSTRIES, INC.

By: /s/ George H. Juetten
George H. Juetten
Vice President - Controller

February 11, 1994

Dresser Industries, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Financial Statements
For The Sale of Western Atlas, International Inc.

On January 28, 1994, the Company sold its 29.5% interest in Western
Atlas International, Inc. (WAII) to a wholly-owned subsidiary of Litton
Industries, Inc. for $358 million in cash and $200 million in 7 1/2%
notes due over seven years. The following unaudited pro forma
condensed balance sheet as of October 31, 1993 assumes that the sale of
the Company's interest in WAII had occurred on October 31, 1993. The
following unaudited pro forma condensed statement of earnings for the
year ended October 31, 1993 assumes that the sale had occurred on
November 1, 1992. The pro forma financial statements exclude the
equity earnings of WAII and include interest adjustments to reduce
interest expense associated with the use of the proceeds and interest
income on the 7 1/2% notes.

The pro forma financial data are provided for comparative purposes only
and do not purport to be indicative of the results which would have
been obtained if the sale had been effected on the dates indicated or
of those results which may be obtained in the future. The pro forma
adjustments are described in footnotes to the unaudited pro forma
condensed statement of earnings. The estimated gain on the transaction
of $147.0 million is not reflected in the pro forma statement of
earnings.

DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF EARNINGS
(IN MILLIONS EXCEPT EARNINGS PER SHARE)

Historical Eliminate
Oct 31, Western Pro
1993 Atlas Adjustments Forma

Sales and service revenues....... $4,216.0 $ $ $4,216.0
Cost of sales and services....... (3,170.3) . . (3,170.3)
Gross earnings................. 1,045.7 . . 1,045.7
Earnings from major
unconsolidated joint ventures.. 60.6 (39.2) 21.4
Selling, engineering,
administrative and general
expenses....................... (813.4) (813.4)
Special charges.................. (74.1) . . (74.1)
Earnings from operations....... 218.8 (39.2) 179.6

Other income (deductions)
Interest earned (expense) net.. (11.4) 22.5(a) 11.1
Retiree medical plan changes... 12.8 12.8
Other, net..................... 30.9 . . 30.9
Total........................ 32.3 . 22.5 54.8

Earnings before income taxes
and minority interest........ 251.1 (39.2) 22.5 234.4
Income taxes..................... (81.7) 15.7 (7.9)(b) (73.9)
Minority interest................ (42.7) . . (42.7)
Earnings from continuing
operations................... $ 126.7 $ (23.5) $ 14.6 $ 117.8

Per share...................... $ .92 $ .86

Average common shares
outstanding.................... 137.3 137.3

Adjustments:
(a) Interest on $200 million 7 1/2%
note received as part of
proceeds from sale of
Western Atlas $ 15.0

Reduction in interest expense
due to assumed use of
proceeds to reduce
short-term debt 7.5
$ 22.5
(b) Adjustment to income taxes
associated with the
interest adjustments in (a)
above at 35% $ 7.9

DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS
(IN MILLIONS)

Historical Sale of
Oct 31, Western Use of
1993 Atlas Proceeds Pro Forma

ASSETS
Current Assets
Cash and cash equivalents....... $ 239.1 $ 358.0 $ (345.7) $ 251.4
Notes and accounts receivable... 646.3 646.3
Inventories..................... 592.4 592.4
Deferred income taxes........... 100.9 100.9
Other current assets............ 36.2 . . 36.2
Total Current Assets.......... 1,614.9 358.0 (345.7) 1,627.2

Investments in and receivables
from major unconsolidated
joint ventures................ 414.4 (279.2) 135.2
Intangibles..................... 561.9 561.9
Deferred income taxes........... 229.2 229.2
Long-term receivables........... 5.0 200.0 205.0
Other assets.................... 130.1 130.1

Property, plant and equipment -
at cost....................... 1,736.6 1,736.6
Accumulated depreciation and
amortization.................. 1,050.2 . . 1,050.2
Total Properties - Net........ 686.4 . . 686.4
Total Investments and
Total Assets............... $3,641.9 $ 278.8 $ (345.7) $3,575.0

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Short-term debt................. $ 230.8 $ $ (216.0) $ 14.8
Accounts payable................ 269.8 269.8
Advances from customers on
contracts..................... 288.3 288.3
Accrued compensation and
benefits...................... 197.8 197.8
Income taxes.................... 100.9 129.7 (129.7) 100.9
Other accrued liabilities....... 345.0 . . 345.0

Total Current Liabilities..... 1,432.6 129.7 (345.7) 1,216.6

Long-term debt.................... 308.3 308.3
Employee retirement benefit
obligation...................... 707.6 707.6
Deferred compensation, insurance
reserves and other liabilities.. 98.5 98.5
Minority interest................. 151.3 151.3

Shareholders' Investment -
Common shares................... 41.6 41.6
Capital in excess of par value.. 434.7 434.7
Retained earnings............... 954.6 147.0 1,101.6
Cumulative translation
adjustments................... (87.9) 2.1 (85.8)
Pension liability adjustment.... (13.8) .
1,329.2 149.1 1,478.3
Treasury shares, at cost........ 385.6 . . 385.6
Total Shareholders' Investment 943.6 149.1 . 1,092.7

Total Liabilities and
Shareholders' Investment... $3,641.9 $ 278.8 $ (345.7) $3,575.0

EXHIBIT INDEX

Exhibit No. Description

2.1 Form of Stock Purchase Agreement dated December 7, 1993,
between Registrant; Litton Industries, Inc.; Western Atlas
Inc.; Western Research Holdings, Inc.; and Western Atlas
International, Inc. (Exhibits and Schedule 1 to the Stock
Purchase Agreement have not been filed. Registrant agrees
to furnish supplementally a copy of any omitted Exhibit or
Schedule to the Commission upon request.)

99.1 News Release dated January 28, 1994, announcing the sale of
Western Atlas.