EXHIBIT 10.2


                       AMENDMENT 1 TO SEVERANCE AGREEMENT

         This Amendment 1 to Severance Agreement ("Amendment 1") is made and
entered into effective November 11, 1998, by and between BAKER HUGHES
INCORPORATED, A Delaware corporation (the "Company") and __________________ (the
"Executive").

         WHEREAS, the Company and the Executive desire to make certain changes
to that certain Severance Agreement dated as of July 23, 1997, by and between
the Company and the Executive (the "Severance Agreement"), to conform the
Severance Agreement with the form executed by other executives of the Company
and to take into account the recent Change in Control (as defined in the
Severance Agreement) involving Western Atlas Inc.;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, the Company and the Executive hereby agree as
follows:

1.       Term. The following shall be added to the end of Paragraph 2 of the
         Severance Agreement:

         "; and further provided, however, that solely with respect to any
         rights or claims of the Executive in connection with the Change in
         Control brought about by the merger with Western Atlas Inc. which
         occurred on August 10, 1998, the Term shall be deemed to expire on
         September 1, 2000, but for all other purposes and other events of
         Change in Control which may occur subsequent to August 10, 1998, this
         proviso shall have no force or effect."

2.       13th Month Good Reason Waiver. The following language which appears in
lines 3, 4, and 5 of Section 6.1(ii) of the Severance Agreement is hereby
deleted:

         "or (ii) the Executive voluntarily terminates his employment for any
         reason during the one-month period commencing on the first anniversary
         of the Change in Control,"

         All capitalized terms in this Amendment 1 shall have the definition
         ascribed to those terms in the Severance Agreement. The Severance
         Agreement continues in full force and effect, except as amended hereby.
         This Amendment 1 may be executed in several counterparts, each of which
         shall be deemed to be an original but all of which together will
         constitute one and the same instrument.

         EXECUTED effective the day and year first written above.


                                             Company:
                                             BAKER HUGHES INCORPORATED

                                             By:
                                                --------------------------------
                                             John F. Maher
                                             Chairman-Compensation Committee
                                             of the Board of Directors

                                             Executive:

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