 POWER OF ATTORNEY

	Know all by these presents that the undersigned
hereby constitutes and appoints each of Sandra E. Alford, William D. Marsh
and Alan R. Crain, Jr. as the undersigneds true and lawful
attorneys-in-fact, with full power of substitution, to:

(1)	execute
for and on behalf of the undersigned, in the undersigneds capacity as a
reporting person of Baker Hughes Incorporated (the "Company") pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations issued thereunder, Forms 3,
4 and 5 in accordance with Section 16(a) of the Exchange Act and any Form
144, Form 8-K or other form required to be filed relating to the
transaction covered by such report (collectively, the "Required Forms");


(2)	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Required Forms and timely file such Required Forms with the United States
Securities and Exchange Commission, any stock exchange, or other authority
or body; and

(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of any of such
attorneys-in-fact or their substitutes, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood
that the documents executed by any of such attorneys-in-fact or their
substitutes on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as any of
such attorneys-in-fact or their substitutes may approve in the discretion
of any such person.

The undersigned hereby grants to each such
attorney-in-fact or their substitutes full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of any of such
attorneys-in-fact, shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact or their
substitutes, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act or any other
law, rule or regulation.

This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file
Required Forms with respect to the undersigneds holdings of and
transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 2nd day of May 2005.



Signature:	/s/Richard L. Williams
Name:		   Richard L. Williams
