[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 2, 1997 
on Form 11-K for the year ended December 31, 1996.


/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP


Dallas, Texas
June 27, 1997