<SUBMISSION>
<ACCESSION-NUMBER>0000950129-01-501929
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010706
<ITEMS>5
<ITEMS>7
<FILING-DATE>20010713
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BAKER HUGHES INC
<CIK>0000808362
<ASSIGNED-SIC>3533
<IRS-NUMBER>760207995
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-09397
<FILM-NUMBER>1680562
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<BUSINESS-ADDRESS>
<STREET1>3900 ESSEX LANE
<CITY>HOUSTON
<STATE>TX
<ZIP>77027
<PHONE>7134398600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3900 ESSEX LAND
<CITY>HOUSTON
<STATE>TX
<ZIP>77210
</MAIL-ADDRESS>
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>h89056e8-k.txt
<DESCRIPTION>BAKER HUGHES INCORPORATED - JULY 6, 2001
<TEXT>

<PAGE>   1
================================================================================



                                  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): JULY 6, 2001



                            BAKER HUGHES INCORPORATED
               (Exact name of registrant as specified in charter)


<TABLE>
<S>                                      <C>                            <C>
               DELAWARE                         1-9397                               76-0207995
       (State of Incorporation)          (Commission File No.)          (I.R.S. Employer Identification No.)




            3900 ESSEX LANE, HOUSTON, TEXAS                                      77027
        (Address of Principal Executive Offices)                               (Zip Code)
</TABLE>


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 439-8600



================================================================================


<PAGE>   2


ITEM 5.  OTHER EVENTS.

          The matters set forth in the press release attached as Exhibit 99.1
hereto are incorporated by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  99.1 - Press Release of the Company dated July 6, 2001.



                                    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: July 13, 2001                          By:      /s/ Sandra E. Alford
                                                  ------------------------------
                                                           Sandra E. Alford
                                                              Secretary


                                     Page 2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>h89056ex99-1.txt
<DESCRIPTION>PRESS RELEASE - DATED JULY 6, 2001
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1

                                                             [BAKER HUGHES LOGO]
--------------------------------------------------------------------------------
NEWS RELEASE
-------------------------------------------------------------------------------
Contact:                                              Baker Hughes Incorporated
Gary R. Flaharty (713) 439-8039                                   P.O. Box 4740
Gary.flaharty@bakerhughes.com                         Houston, Texas 77210-4740
Kyle J. Leak (713) 439-8042
Kyle.leak@bakerhughes.com

BAKER HUGHES DISCLOSES SETTLEMENT OFFER

HOUSTON, Texas -- July 6, 2001. Baker Hughes Incorporated (BHI - NYSE, PCX, EBS)
today disclosed that it has offered to consent to the entry of a
cease-and-desist order with the United States Securities and Exchange Commission
(SEC). The order would allege violations of the books and records and internal
controls provisions, specifically sections 13(b)(2)(A) and (B), of the
Securities and Exchange Act of 1934, as amended. The offer of settlement is
subject to the approval of the Commission. The company would neither admit nor
deny any of the factual findings in the order.

The offer of settlement arises from certain incidents that the company
discovered and reported to the SEC and the Department of Justice in 1999. The
company provided extensive cooperation to the authorities during investigation
of this matter. Under the terms of the proposed order, the company would cease
and desist from committing or causing any violation and any future violation of
Sections 13(b)(2)(A) and (B). The proposed order does not contemplate the
imposition of any fines or penalties.

The company said the incidents involved the authorization of an improper $75,000
payment to an Indonesian tax official in 1999. It also involved payments of
$15,000 and $10,000 made to the company's agents in India and Brazil in 1998 and
1995, respectively. Baker Hughes learned about the improper payment in Indonesia
shortly after two former senior Baker Hughes officials had authorized it in
early 1999. In the course of the company's investigation of the Indonesia
matter, the company learned that it had made payments in India and Brazil to the
company's agents, without taking adequate steps to ensure that none of the
payments would be passed on to foreign government officials.

The company considers these three incidents to be serious violations of the
company's Standards of Conduct and its compliance policies. Baker Hughes has
taken -- and will continue to take -- appropriate steps aimed at preventing the
recurrence of such incidents and to rigorously enforce its compliance
procedures.

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

                                      ****

                      NOT INTENDED FOR BENEFICIAL HOLDERS



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 www.bakerhughes.com
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</TEXT>
</DOCUMENT>
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