

                       REPORT OF INDEPENDENT ACCOUNTANTS

In our opinion,  the balance sheets, the statements of income, of cash flows and
of  shareholders'  equity of Dresser  Industries,  Inc.  and  subsidiaries  (not
presented  separately  herein) present  fairly,  in all material  respects,  its
financial  position  at  October  31,  1997 and  1996,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
October 31, 1997, in conformity with generally accepted  accounting  principles.
These financial  statements are the responsibility of the Company's  management;
our responsibility is to express an opinion on these financial  statements based
on our audits.  We conducted our audits of these  statements in accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 112,
"Employers' Accounting For Postemployment Benefits," effective as of November 1,
1994.



PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
November 26, 1997


