DRESSER INDUSTRIES, INC.
                              Prospectus

                                                        

                 Up to 800,000 shares of Common Stock

                                                        

         This Prospectus relates to up to 800,000 shares of common
    stock, par value $.25 per share, of Dresser Industries, Inc.
    ( Dresser Common Stock ) that may be issued upon exercise of
    outstanding stock warrants (the  Warrants ) by the holders
    thereof.  The Warrants were issued pursuant to the Stock
    Purchase and Assignment Agreement dated as of April 5, 1991
    between Baroid Corporation ( Baroid ), DB Stratabit, Inc. and
    Diamant Bort S.A.

         On January 21, 1994, BCD Acquisition Corporation, a
    Delaware corporation and wholly owned subsidiary of Dresser
    Industries, Inc. ( Dresser  or the  Company ), was merged with
    and into Baroid, a Delaware corporation.  As a result of such
    merger (the  Merger ), Baroid has become a wholly owned
    subsidiary of Dresser and each outstanding share (other than
    shares owned by Dresser, Baroid or any direct or indirect
    wholly owned subsidiary of Dresser or Baroid) of common stock,
    par value $.10 per share, of Baroid ( Baroid Common Stock ),
    was converted into 0.4 shares of Dresser Common Stock. 
    Pursuant to the Merger, the Warrants, representing the rights
    to purchase up to 2,000,000 shares of Baroid Common Stock at
    the exercise price of $7.875 per share, were converted into
    the right to purchase, on the same terms and conditions as
    were applicable under the Warrants, up to 800,000 shares of
    Dresser Common Stock  at the exercise price of $19.6875 per
    share.  The Warrants are exercisable at any time through April
    5, 1996, and are not transferrable other than in accordance
    with the terms thereof.

         No person has been authorized to give any information or







    to make any representation other than those contained or
    incorporated by reference in this Prospectus in connection
    with the offering of securities described herein and, if given
    or made, such information or representation should not be
    relied upon as having been authorized by Dresser or any other
    person.  This Prospectus does not constitute an offer to sell,
    or the solicitation of an offer to purchase, any securities in
    any jurisdiction in which, or to any person to whom, it is
    unlawful to make such offer or solicitation.  Neither the
    delivery of this Prospectus nor any distribution of the
    securities described herein shall, under any circumstances,
    create any implication that there has been no change in the
    affairs of Dresser since the date hereof or that the
    information set forth or incorporated by reference herein is
    correct as of any time subsequent to its date.



     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
    COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
    ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
    ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
    CONTRARY IS A CRIMINAL OFFENSE.


   
            The date of this Prospectus is April 28, 1994.
    
 
 





                         AVAILABLE INFORMATION

         Dresser and Baroid are subject to the informational
    requirements of the Securities Exchange Act of 1934, as
    amended (the  Exchange Act ) and, in accordance therewith,
    file reports and other information with the Securities and
    Exchange Commission (the  Commission ).  Such reports, proxy
    statements, and other information may be inspected and copied
    or obtained by mail upon the payment of the Commission s
    prescribed rates at the public reference facilities maintained
    by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
    Street, N.W., Washington, D.C. 20549, and at the following
    Regional Offices of the Commission: Northwest Atrium Center,
    500 West Madison Street, Suite 1400, Chicago, Illinois 60661; 
    and Seven World Trade Center, New York, New York 10048. 
    Copies of such material can also be obtained at prescribed
    rates from the Public Reference Section of the Commission at
    450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 
    20549.  In addition, reports, proxy statements and other
    information filed by Dresser can be inspected at the offices
    of the New York Stock Exchange, Inc. (the  NYSE ), 20 Broad
    Street, New York, New York 10005 and at the offices of the
    Pacific Stock Exchange, Incorporated, 301 Pine Street, San
    Francisco, California, on which exchanges Dresser s Common
    Stock is listed.  

         Dresser has filed with the Commission a Post-Effective
    Amendment No. 3 on Form S-3 to its Registration Statement (No.
    33-50563) on Form S-4 (together with all amendments,
    supplements, and exhibits thereto, referred to herein as the
     Registration Statement ) under the Securities Act of 1933, as
    amended (the  Securities Act ), with respect to the Dresser
    Common Stock to be issued upon exercise of the Warrants.  This
    Prospectus, which forms a part of the Registration Statement,
    does not contain all the information set forth in the
    Registration Statement and the exhibits thereto, certain parts
    of which are omitted in accordance with the rules and
    regulations of the Commission.  The Registration Statement and
    any amendments hereto, including exhibits filed as a part







    thereof are available for inspection and copying as set forth
    above.  Statements contained in this Prospectus or in any
    document incorporated in this Prospectus by reference as to
    the contents of any contract, agreement or other document
    referred to herein are not necessarily complete and in each
    instance reference is made to the copy of such contract,
    agreement or other document filed as an exhibit to the
    Registration Statement or such document, each such statement
    being qualified in all respects by such reference.

            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         Dresser and Baroid hereby undertake to provide, without
    charge, to each person to whom a copy of this Prospectus has
    been delivered, upon written or oral request of any such
    person, a copy of any or all documents incorporated referred
    to below which have or may be incorporated herein by reference
    (not including exhibits to such documents, unless such
    exhibits are specifically incorporated by reference in such
    documents).  Requests for such documents should be addressed
    to:   Rebecca R. Morris, Vice President - Corporate Counsel
    and Secretary, Dresser Industries, Inc., 2001 Ross Avenue,
    Dallas, Texas 75201,  telephone number (214) 740-6000.

         The following documents, which have been filed with the
    Commission, are hereby incorporated herein by reference:

         1) Dresser's Annual Report on Form 10-K for its fiscal
         year ended October 31, 1993.

         2) Dresser's Quarterly Report on Form 10-Q for the
         period ended January 31, 1994.

         3) Dresser's Current Reports on Form 8-K dated December
         9, 1993, December 29, 1993 and January 28, 1994.

         4) Dresser's Current Report on Form 8-K dated January
         21, 1994, as amended by Amendment No. 1 to such Current
         Report on Form 8-K/A dated March 10, 1994. 
 





         5) Dresser's Proxy Statement/Prospectus dated December
         16, 1993, filed pursuant to Rule 424(b) under the
         Securities Act (the  Proxy Statement/Prospectus ).

         6) The description of Preferred Stock Purchase Rights,
         including a description of Dresser Common Stock
         (contained in Exhibit 1 to the Registration Statement on
         Form 8-A filed by Dresser with the Commission on August
         30, 1990, as amended by Amendment No. 1 on Form 8 filed
         with the Commission on October 3, 1990).

         7) Baroid's Annual Report on Form 10-K for its fiscal
         year ended December 31, 1993. 

         8) Baroid's Current Reports on Form 8-K dated January
         14, 1993, January 18, 1994 and MArch 30, 1994.

         9) Baroid's final prospectus dated April 16, 1993, filed
         pursuant to Rule 424(b) under the Securities Act. 

         All documents and reports filed by Dresser and Baroid
    pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
    Act after the date of this Prospectus and prior to the
    termination of the offering described herein shall be deemed
    to be incorporated by reference herein and to be a part hereof
    from the respective dates of filing of such documents or
    reports.  All information appearing in this Prospectus or in
    any document incorporated herein by reference is not
    necessarily complete and is qualified in its entirety by the
    information and financial statements (including notes thereto)
    appearing in the documents incorporated herein by reference
    and should be read together with such information and
    documents.

         Any statement contained in a document incorporated or
    deemed to be incorporated by reference herein shall be deemed
    to be modified or superseded for purposes of this Prospectus
    to the extent that a statement contained herein (or in any
    subsequently filed document which also is or is deemed to be







    incorporated by reference herein) modifies or supersedes such
    statement.  Any such statement so modified or superseded shall
    not be deemed to constitute a part hereof, except as so
    modified or superseded.

                              THE COMPANY

    Dresser

         Dresser, together with its subsidiaries, is a global
    supplier serving the total hydrocarbon energy stream, both
    upstream and downstream.  Dresser s highly engineered and
    integrated products and technical services are primarily
    utilized in oil and gas drilling, production and transmission;
    gas distribution and power generation; gas processing;
    petroleum refining and marketing; and petrochemical
    production.  Dresser s operations are divided into three
    industry segments:  Oilfield Services; Hydrocarbon Processing
    Industry; and Engineering Services. 

         Oilfield Services.  This segment supplies products and
    services essential to oil and gas exploration, drilling and
    production.  These products and services include drilling
    fluid systems, rock bits, production tools, pipe coating and
    resource exploration services. 

         Hydrocarbon Processing Industry.  This segment designs,
    manufactures and markets highly engineered products and
    systems for energy producers, transporters, processors,
    distributors and users throughout the world.  Products and
    systems of this segment include compressors, turbines,
    electrical generator systems, pumps, power systems,
    measurement and control devices, and gasoline dispensing
    systems. 

         Engineering Services.  Dresser's wholly owned subsidiary,
    The M.W. Kellogg Company, provides engineering, construction
    and related services, primarily to the hydrocarbon processing
    industries.  
 





         Dresser's principal executive offices are located at 2001
    Ross Avenue, Dallas, Texas 75201 and its telephone number is
    (214) 740-6000. 

    Baroid

         Baroid is a worldwide provider of specialized products
    and services to the oil and gas industry.  Baroid became a
    wholly owned subsidiary of Dresser on January 21, 1994, as a
    result of the merger of BCD Acquisition Corporation, a wholly
    owned subsidiary of Dresser, with and into Baroid.  Baroid's
    operations are conducted principally through subsidiaries as
    follows: 

         Drilling Fluids.  Baroid Drilling Fluids Inc., a
    worldwide integrated producer and distributor of drilling
    fluids, provides specially formulated fluids used in the
    drilling process to lubricate and cool the drill bit, seal
    porous well formations, remove rock cuttings and control
    downhole pressure.  

         Drilling Services and Products.  Sperry-Sun Drilling
    Services Inc. rents specialized steering and
    measurement-while-drilling tools and provides directional
    drilling services for oil and gas wells throughout the world. 
    DB Stratabit, Inc., provides diamond drill bits and coring
    products and services to the oil and gas industry worldwide. 

         Offshore Services.  Sub Sea International Inc., acquired
    by Baroid in January 1993,  provides diving and underwater
    engineering services to the oil and gas industry to inspect,
    construct, maintain and repair offshore drilling rigs and
    platforms, underwater pipelines and other offshore oil and gas
    facilities, as well as designs, manufactures and deploys
    unmanned, remotely operated vehicles often used to perform
    such engineering services. Sub Sea also provides pipeline
    installation services, burial and inspection and maintenance
    and repair work on platforms in offshore oil and gas fields. 







         Baroid's principal executive offices are located at 2001
    Ross Avenue, Dallas, Texas 75201 and its telephone number is
    (214) 740-6000. 

                            USE OF PROCEEDS

         The net proceeds to Dresser from the issuance of shares
    of Dresser Common Stock upon the exercise of the Warrants
    ($39,375,000, assuming all the Warrants are exercised) will be
    used for general corporate purposes.

                 DESCRIPTION OF DRESSER CAPITAL STOCK

         For a description of the capital stock of Dresser, see
     Description of Dresser Capital Stock  in the Proxy
    Statement/Prospectus, which is incorporated by reference in
    this Prospectus.

                             LEGAL MATTERS

         The validity of the shares of Dresser Common Stock
    registered hereby has been passed upon by Rebecca R. Morris,
    Vice President - Corporate Counsel and Secretary of Dresser. 
    At the time such matters were passed upon, Ms. Morris owned
    2,965 shares of Dresser Common Stock.

                                EXPERTS

         The consolidated financial statements of Dresser
    Industries, Inc. and Dresser-Rand Company, included in
    Dresser's Annual Report on Form 10-K for its fiscal year ended
    October 31, 1993, and the supplemental consolidated financial
    statements of Dresser and its subsidiaries included in
    Amendment No. 1 on Form 8-K/A to Dresser's Current Report on
    Form 8-K dated January 21, 1994, have been incorporated by
    reference in this Prospectus in reliance on the reports of
    Price Waterhouse, independent accountants, given on the
    authority of said firm as experts in auditing and accounting.  
 





         The consolidated financial statements of Baroid
    Corporation and Subsidiaries appearing in Baroid Corporation's
    Annual Report (Form 10-K) at December 31, 1993 and 1992, and
    for each of the two years in the period ended December 31,
    1993, incorporated by reference in this Prospectus and
    Registration Statement, have been audited by Ernst & Young,
    independent auditors, as set forth in their reports included
    therein which, as to the year 1992, is based in part on the
    report of Arthur Andersen & Co.  The year ended December 31,
    1991 was audited by Coopers & Lybrand, independent auditors,
    as set forth in their respective report thereon appearing
    elsewhere therein.  Such consolidated financial statements are
    incorporated by reference in reliance upon such firms as
    experts in accounting and auditing. 

         The supplemental consolidated financial statements of
    Baroid Corporation and Subsidiaries appearing in Baroid
    Corporation's Registration Statement (Form S-3 No. 33-60174)
    have been audited by Ernst & Young, independent auditors, as
    set forth in their report included therein and incorporated
    herein by reference, and are based in part on the reports of
    Arthur Andersen & Co. and Coopers & Lybrand, independent
    auditors. Such supplemental consolidated financial statements
    are incorporated herein by reference in reliance upon such
    reports given upon the authority of such firms as experts in
    accounting and auditing.