Exhibit 99.1


                        REPORT OF INDEPENDENT ACCOUNTANTS

In our opinion,  the balance sheet, the statements of income,  of cash flows and
of  shareholders'  equity of Dresser  Industries,  Inc.  and  subsidiaries  (not
presented  separately  herein)  present  fairly  in all  material  respects  its
financial  position at October 31, 1997,  and the results of its  operations and
its cash flows for each of the two years in the period  ended  October 31, 1997,
in conformity with generally  accepted  accounting  principles.  These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.




/s/  PriceWaterhouseCoopers LLP
- ----------------------------------
PRICEWATERHOUSECOOPERS LLP


Dallas, Texas,
November 26, 1997


                                      99-1