-Company Letterhead-



                                                               November 10, 1997



Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas  75201

Ladies and Gentlemen:

     This opinion of counsel is given in connection with a  Registration 
Statement on Form S-8 (the "Registration Statement") filed by Dresser 
Industries, Inc. (the "Company") with the Securities and Exchange Commission 
(the "Commission") pursuant to the Securities Act of 1933, as amended (the 
"Securities Act"), relating to the registration of obligations of the Company 
under the Company's ERISA Excess Benefit Plan for Salaried Employees and the 
ERISA Compensation Limit Benefit Plan (collectively, the "Non-Qualified  
Plans") to pay in the future the value of the deferred compensation accounts, 
as defined in the Non-Qualified Plans, adjusted to reflect the performance, 
whether positive or negative, of the selected measurement investment options 
during the deferral period, in accordance with the terms of the Non-Qualified 
Plans (the "Obligations").

     As a Vice President-Corporate Counsel and Secretary of the Company, I am 
familiar with the affairs of the Company, including the action taken by the 
Company in connection with the Non-Qualifed Plans and the Obligations 
expected to be issued thereunder.

     Based upon the foregoing, it is my opinion that the Obligations of the 
Company, when issued and delivered in accordance with the terms of the 
Non-Qualified Plans and applicable Delaware General Corporation Law, will be 
duly authorized, validly  issued, fully paid and nonassessable.

     I hereby consent to the use of this opinion as an exhibit to the above 
referenced Registration Statement.

                                  Very truly yours,

                                  /s/ Rebecca R. Morris
                                  -------------------------------------
                                  Rebecca R. Morris
                                  Vice President-Corporate Counsel and Secretary