November 10, 1997


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

Ladies and Gentlemen:

    This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being 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 Company's ERISA Excess Benefit Plan for Salaried Employees and
the ERISA Compensation Limit Benefit Plan (collectively, the "Nonqualified
Plans").

    As a Counsel of the Company, I am familiar with the affairs of the Company,
including the action taken by the Company in connection with the Nonqualified 
Plans.  I have examined, or caused to be examined, the provisions of the 
Employment Retirement Income Security Act of 1974, as amended ("ERISA") and 
examined such other documents and instruments and have made such further 
investigation as I have deemed appropriate in connection with this opinion.

    Based upon the foregoing, it is my opinion that, in general, the
Nonqualified Plans are exempt from ERISA's requirements.  However, to the extent
a limited statement to the United States Department of Labor (the "DOL") is
required to meet the reporting and disclosure requirements under ERISA
regulations, that statement has been filed with the DOL.

    I hereby consent to the use of this opinion as Exhibit 5.2 to the
Registration Statement.  In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.

                                  Very truly yours,


                                  W. Chad Reed
                                  Counsel