EXHIBIT 10.38

                       AMENDMENT 1 TO EMPLOYMENT AGREEMENT


         This Amendment 1 to Employment Agreement ("Amendment 1") is made and
entered into effective April 25, 2001, by and between BAKER HUGHES INCORPORATED,
a Delaware corporation (the "Company") and MICHAEL E. WILEY (the "Executive").

         WHEREAS, the Board of Directors of the Company and the Executive desire
to make certain changes to that certain Employment Agreement dated as of July
17, 2000, by and between the Company and the Executive (the "Employment
Agreement"), providing the Executive with additional time to purchase the
Company's Common Stock;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:

         Section 2(f) of the Employment Agreement is hereby amended in its
         entirety to read as follows:

         "As Chief Executive Officer of the Company, the Executive is required
         to own common stock in the Company equal to three times Base Salary
         within five years from Effective Date. Subject to approval of the
         Compensation Committee of the Board, effective December 31, 2001, the
         Executive will receive a one-time grant of restricted common stock of
         the Company equal to the number of shares of common stock of the
         Company owned by the Executive on December 31, 2001, not to exceed
         50,000 shares. Vesting of these restricted shares will occur upon
         retirement from the Company, involuntary termination (unless due to
         cause), permanent disability or death and is subject to the other terms
         and conditions of the grant. Retirement for this purchase means
         attaining age 55 with at least 10 years of service with the Company. On
         the first day of employment under this Agreement, the Executive will be
         credited with seven years of service for purposes of this program."

         All capitalized terms in this Amendment 1 shall have the definition
ascribed to those terms in the Employment Agreement. The Employment Agreement
continues in full foe and effect, except as amended hereby. This Amendment 1 may
be executed in counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.

         EXECUTED effective as of the day and year first written above.

Company:                                         Executive:

BAKER HUGHES INCORPORATED


By:
   -------------------------------------         ------------------------------
      Richard D. Kinder, Chairman,                   MICHAEL E. WILEY
      Compensation Committee of the
      Board of Directors





                       AMENDMENT 2 TO EMPLOYMENT AGREEMENT


         This Amendment 2 to Employment Agreement ("Amendment 2") is made and
entered into effective December 5, 2001, by and between BAKER HUGHES
INCORPORATED, a Delaware corporation (the "Company") and MICHAEL E. WILEY (the
"Executive").

         WHEREAS, the Board of Directors of the Company and the Executive desire
to make certain changes to that certain Employment Agreement dated as of July
17, 2000, by and between the Company and the Executive (the "Employment
Agreement"), providing the Executive with additional time to purchase the
Company's Common Stock;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:

         Section 2(f) of the Employment Agreement is hereby amended in its
         entirety to read as follows:

         "As Chief Executive Officer of the Company, the Executive is required
         to own common stock in the Company equal to three times Base Salary
         within five years from Effective Date. Subject to approval of the
         Compensation Committee of the Board, effective June 30, 2002, the
         Executive will receive a one-time grant of restricted common stock of
         the Company equal to the number of shares of common stock of the
         Company owned by the Executive on June 30, 2002, not to exceed 50,000
         shares. Vesting of these restricted shares will occur upon retirement
         from the Company, involuntary termination (unless due to cause),
         permanent disability or death and is subject to the other terms and
         conditions of the grant. Retirement for this purchase means attaining
         age 55 with at least 10 years of service with the Company. On the first
         day of employment under this Agreement, the Executive will be credited
         with seven years of service for purposes of this program."

         All capitalized terms in this Amendment 2 shall have the definition
ascribed to those terms in the Employment Agreement. The Employment Agreement
continues in full foe and effect, except as amended hereby. This Amendment 2 may
be executed in counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.

         EXECUTED effective as of the day and year first written above.

Company:                                         Executive:

BAKER HUGHES INCORPORATED


By:
   -------------------------------------         ------------------------------
      Richard D. Kinder, Chairman,                   MICHAEL E. WILEY
      Compensation Committee of the
      Board of Directors





                       AMENDMENT 3 TO EMPLOYMENT AGREEMENT


         This Amendment 3 to Employment Agreement ("Amendment 2") is made and
entered into effective December 5, 2001, by and between BAKER HUGHES
INCORPORATED, a Delaware corporation (the "Company") and MICHAEL E. WILEY (the
"Executive").

         WHEREAS, the Board of Directors of the Company and the Executive desire
to make certain changes to that certain Employment Agreement dated as of July
17, 2000, by and between the Company and the Executive (the "Employment
Agreement"), providing the Executive with additional time to purchase the
Company's Common Stock;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:

         Section 1 of the Employment Agreement is hereby amended in its entirety
to read as follows:

         "Employment; Term. The Company hereby agrees to employ the Executive,
         and the Executive hereby accepts such employment, on the terms and
         conditions hereinafter set forth. The period of employment of the
         Executive by the Company hereunder (the "Employment Period") shall
         commence the date the Executive begins full-time employment with the
         Company (which is expected to be on August 14, 2000, the "Effective
         Date") and shall end on the Executive's Date of Termination (as defined
         in Section 7(b) hereof). The term of this Agreement (the "Term") shall
         begin on the Effective Date and shall end on December 31, 2003 thereof;
         provided, that, on January 1, 2002, and each January 1 thereafter, the
         Term shall be extended for one additional year unless, prior to
         December 1, 2001 with respect to the extension on January 1, 2002, and
         each December 1 thereafter with respect to each subsequent annual
         extension, the Company or the Executive shall have given notice not to
         extend the Term."

         All capitalized terms in this Amendment 3 shall have the definition
ascribed to those terms in the Employment Agreement. The Employment Agreement
continues in full foe and effect, except as amended hereby. This Amendment 3 may
be executed in counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.

         EXECUTED effective as of the day and year first written above.

Company:                                         Executive:

BAKER HUGHES INCORPORATED

By:
   -------------------------------------         ------------------------------
      Richard D. Kinder, Chairman,                   MICHAEL E. WILEY
      Compensation Committee of the
      Board of Directors