[PRICE WATERHOUSE LOGO]
                                           
                                           
                       CONSENT OF INDEPENDENT ACCOUNTANTS
                                           

We  hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated November 27, 1996 appearing on 
page 29 of Dresser Industries, Inc.'s Annual Report on Form 10-K for the 
year ended October 31, 1996.



/s/  Price Waterhouse LLP

PRICE WATERHOUSE LLP
Dallas, Texas
November 21, 1997