EXHIBIT 10.50

September 27, 2002

[BANK NAME AND ADDRESS]

Attention:

Re:      Credit Agreement dated as of April 22, 2002 (the "Credit Agreement") by
         and between Baker Hughes Incorporated (the "Company") and [BANK NAME]
         (the "Bank") Second Amendment
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Dear Mr. [NAME OF OFFICER]:

         This letter agreement is by and between the Company and the Bank, and
amends the Credit Agreement effective as of the date hereof as follows:

         1. Section 4.08 (Margin Securities) of the Credit Agreement is amended
and restated in its entirety to read as follows:

                  "4.08 Margin Securities. The Company is not incurring the
         indebtedness evidenced by the Note hereunder for the purpose, directly
         or indirectly, of purchasing or carrying any "margin stock" as that
         term is defined in Regulations U and X of the Board of Governors of the
         Federal Reserve System, as amended from time to time, except the
         Company may purchase its common stock, if after giving effect to such
         purchases, such indebtedness would not violate any Governmental
         Requirement (including, without limitation, such Regulations U and X).
         Neither the Company nor any of its Subsidiaries is engaged principally,
         or as one of its important activities, in the business of extending
         credit for the purpose of purchasing or carrying margin stock."

         2. This letter agreement shall be deemed to be an amendment to the
Credit Agreement, and the Credit Agreement, as amended hereby, is ratified
hereby, approved and confirmed in each and every respect. All references to the
Credit Agreement in the Credit Agreement shall hereafter be deemed to refer to
the Credit Agreement, as amended hereby.

         3. This letter agreement may be separately executed (including
execution by delivery of a facsimile or telecopied signature) in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to constitute one and the same document.

         Please indicate your consent to the foregoing by executing this letter
agreement and the enclosed counterpart thereof in the space provided below, and
returning one fully executed original of this letter agreement to the Company.

                                         Very truly yours,
                                         BAKER HUGHES INCORPORATED

                                         /S/ DOUGLAS C. DOTY
                                         By:
                                         Name:    Douglas C. Doty
                                         Title:   Vice President and Treasurer

This Second Amendment is
consented to and agreed by:
[BANK NAME]

By:
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Title:
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Date:
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