[LETTERHEAD]



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Prospectus 
constituting part of the Registration Statement on Form S-8 (No. 2-81536) of 
Dresser Industries, Inc. Stock Purchase Plan of our report dated June 5, 1996 
on Form 11-K for the year ended December 31, 1995.

/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Dallas, Texas
June 27, 1996