



										





                                                     Exhibit 5.1
April 1, 1998



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 8,500,000 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 April 2, 
1998.

	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,



Lawrence O'Donnell, III
Vice President and General Counsel

LOD/ng
























