

                                                  




                                                  Exhibit 5.1
February 3, 1994



Baker Hughes Incorporated
3900 Essex Lane
Houston, Texas 77027

Gentlemen:

     I am the General Counsel for Baker Hughes Incorporated, a
Delaware corporation (the "Company"), and have acted in such
capacity in connection with the registration under the Securities
Act of 1933, as amended (the "Act"), of 7,800,000 shares of the
Company's common stock, $1.00 par value (the "Common Stock"), to be
offered upon the terms and subject to the conditions set forth in
the Registration Statement on Form S-8 (the "Registration
Statement") relating thereto to be filed with the Securities and
Exchange Commission on February 8, 1994.

     In connection therewith, I have examined originals or copies
certified or otherwise identified to my satisfaction of the
Restated Certificate of Incorporation of the Company, the By-laws
of the Company, the corporate proceedings with respect to the
offering of shares and such other documents and instruments as I
have deemed necessary or appropriate for the expression of the
opinions contained herein.

     I have assumed the authenticity and completeness of all
records, certificates and other instruments submitted to me as
originals, the conformity to original documents of all records,
certificates and other instruments submitted to me as copies, the
authenticity and completeness of the originals of those records,
certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.

     Based on the foregoing, and having a regard for such legal
considerations as I have deemed relevant, I am of the opinion that:

     (i)  The Company has been duly organized and is validly
     existing in good standing under the laws of the State of
     Delaware.

     (ii) The shares of Common Stock proposed to be sold by
     the Company have been duly and validly authorized for
     issuance and, when issued and paid for in accordance with
     the terms of the Registration Statement, and subject to
     the Registration Statement becoming effective under the
     Act and to compliance with the applicable Blue Sky laws,
     will be duly and validly issued, fully paid and
     nonassessable.

     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

Very truly yours,



Franklin Myers
Vice President and General Counsel

FM/ng

