8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2005 (November 30, 2005)

Baker Hughes Incorporated

(Exact name of registrant as specified in charter)

Delaware
(State of Incorporation) 1-9397
(Commission File No.) 76-0207995
(I.R.S. Employer Identification No.)

3900 Essex Lane, Houston, Texas
(Address of Principal Executive Offices) 77027
(Zip Code)

Registrant’s telephone number, including area code: (713) 439-8600

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 30, 2005, Baker Hughes Incorporated (the “Company”) announced that Charles S. Wolley will be appointed as a Vice President of the Company and as President of the Centrilift division effective January 1, 2006. In connection with this appointment as a Vice President of the Company and subject to the approval of the Company’s Board of Directors, Mr. Wolley will enter into an Indemnification Agreement and a Change in Control Severance Agreement, each effective January 1, 2006.

The Indemnification Agreement with Mr. Charles S. Wolley, will require the Company to indemnify Mr. Wolley against certain liabilities that may arise by reason of his status or service as a Vice President of the Company, to advance his expenses incurred as a result of a proceeding as to which he may be indemnified and to cover such person under any directors’ and officers’ liability insurance policy the Company chooses to maintain. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under applicable indemnification rights statutes in the State of Delaware and shall be in addition to any rights Mr. Wolley may have under the Company’s Restated Certificate of Incorporation, Bylaws and applicable law.

The Change in Control Severance Agreement will define the benefits Mr. Wolley would receive in connection with certain change in control, or a potential change in control, events coupled with his loss of employment. If eligible, Mr. Wolley would receive certain benefits, including a lump sum payment based on three times a salary and bonus formula, continuation of health and insurance benefits for 36 months, a payment for incentive and benefit plans participation and a gross-up payment in respect of excise taxes.

The foregoing descriptions of the Indemnification Agreement and the Change in Control Agreement do not purport to be complete and are qualified in their entirety by reference to the applicable agreements, forms of which agreements were filed as exhibits to the Company’s Form 10-K for the year ended December 31, 2003 and Form 10-Q for the quarter ended September 30, 2004, respectively.

Effective January 1, 2006, Mr. William P. Faubel will replace Mr. David H. Barr as President of the Baker Atlas division. Mr. Barr has been acting as interim President of Baker Atlas since August 2005. Mr. Faubel, a Vice President of the Company, is currently the President of the Company’s Centrilift division.

Item 7.01 Regulation FD Disclosure.

On November 30, 2005, the Company issued a news release announcing the organizational changes effective as of January 1, 2006. A copy of the news release is being furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
	99.1 News Release of Baker Hughes Incorporated dated November 30, 2005.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BAKER HUGHES INCORPORATED
Dated: December 2, 2005	By:	/s/Sandra E. Alford
		Sandra E. Alford
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	News Release dated November 30, 2005.

EX-99.1

Exhibit 99.1

Contacts:
Gary R. Flaharty (713) 439-8039
H. Gene Shiels (713) 439-8822 Baker Hughes Incorporated
P.O. Box 4740
Houston, Texas 77210-4740

Baker Hughes Announces Organizational Changes

Houston, Texas — November 30, 2005. Baker Hughes Incorporated (BHI:NYSE and EBS) announced today that William P. “Wil” Faubel will be appointed President of Baker Atlas beginning January 1, 2006, succeeding David H. Barr who was acting as interim president of Baker Atlas since August 2005. Mr. Faubel will report directly to Mr. Barr, Group President, Drilling and Evaluation. The company also announced that Charles S. “Charlie” Wolley will be appointed President of Centrilift beginning January 1, 2006, succeeding Mr. Faubel. Mr. Wolley will report directly to Douglas J. Wall, Group President, Completions and Production.

James R. “Rod” Clark, Baker Hughes President and Chief Operating Officer, said, “I am pleased to announce the appointment of Wil Faubel as President of Baker Atlas and welcome Charlie Wolley as the new President of Centrilift. Both Wil and Charlie bring strong leadership skills and proven track records of success and promoting our Core Values to their new positions. Under Wil’s leadership Centrilift posted record financial performance levels in four of the five years of his tenure. Charlie Wolley has been instrumental in furthering the technology success of Hughes Christensen.”

Biographies

William P. “Wil” Faubel (50) is currently President of Centrilift, a position he has held since May 2001. Mr. Faubel joined Baker Hughes as a field engineer for Hughes Christensen in 1977. Since then he has held a variety of sales and management positions in both domestic and international regions, including Vice President of Marketing for Hughes Christensen. He received his Bachelor of Science Degree in Mechanical Engineering from Southern Methodist University.

Charles S. “Charlie” Wolley (51) is currently Vice President of Manufacturing and Technology at Hughes Christensen. Mr. Wolley joined Baker Hughes in 2004 after 27

years of experience with Dresser Valve and Control, Van Leeuwen Pipe and Tube Corporation, Leslie Controls, Spence Engineering, and Watts Industries where he held a variety of senior leadership positions, including Manufacturing Engineering Manager, Vice President of Manufacturing and President. He received his Bachelor of Science degree in Operational Research and an Industrial Engineering degree from Cornell University.

Forward Looking Statements

This news release (and any oral statements) may contain forward-looking statements with in the meaning of Section 27A or the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Additional information and risk factors are contained in our Form 10-K for the fiscal year ended December 31, 2004 and other filings with the SEC about the risks and uncertainties that could cause actual results to be different. The company’s SEC filings can be viewed at http://www.bakerhughes.com. The company assumes no responsibility to update any of the information referenced in this news release.

Baker Hughes is a leading provider of drilling, formation evaluation, completion and production products and services to the worldwide oil and gas industry.

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NOT INTENDED FOR BENEFICIAL HOLDERS.