-Company Letterhead-
                                           

                                          November 21, 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  185,301 shares of common 
stock of the Company (which includes 135,300 shares of common stock 
registered but not issued in connection with the Dresser Industries, Inc. 
1989 Director Retirement Plan) to be issued pursuant to the Company's Stock 
Based Compensation Arrangement of Non-Employee Directors (the "Compensation 
Arrangement") and the Company's Deferred Compensation Plan for Non-Employee 
Directors (the "Deferred Compensation Plan").

    As  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 Compensation Arrangement and the Deferred 
Compensation Plan (together, the "Plans") and the common stock expected to be 
issued thereunder.

    Based upon the foregoing, it is my opinion that the 185,301 shares of
common stock of the Company, when issued and delivered in accordance with the
terms of the 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