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 26, 
1997, appearing on page 27 of Dresser Industries, Inc.'s Annual Report 
on Form 10-K for the year ended October 31, 1997. 



/s/  Price Waterhouse LLP

PRICE WATERHOUSE LLP
Dallas, Texas
April 16, 1998