BAKER HUGHES (Houston, TX)
 

                    1997 STOCKHOLDER PROPOSAL NO. 1 ON
         IMPLEMENTATION OF THE MACBRIDE PRINCIPLES IN NORTHERN
                           IRELAND
 
  The following proposal was submitted to Baker Hughes by New
York City Comptroller Alan G. Hevesi on behalf of the New York
City Police Pension Fund, the New York City Fire Department
Pension Fund, the New York City Employees' Retirement System, and
the New York City Teachers' Retirement System, which hold
beneficially 105,400 shares, 25,820 shares, 332,700 shares and
150,100 shares, respectively, of the Corporation's Common Stock,
and by the Minnesota State Board of Investment, which holds
beneficially 231,120 shares of the Corporation's Common Stock,
and is included in this Proxy Statement in compliance with SEC
rules and regulations.
 
  "WHEREAS, Baker Hughes Incorporated operates a wholly-owned
subsidiary in Northern Ireland, the Hughes Tool Company Ltd.;
 
  WHEREAS, the on-going peace process in Northern Ireland
encourages us to search for non-violent means for establishing
justice and equality;
 
  WHEREAS, Dr. Sean MacBride, founder of Amnesty International
and Nobel Peace laureate, has proposed several equal opportunity
employment principles to serve as guidelines for corporations in
Northern Ireland. These include:
 
  1. Increasing the representation of individuals from
underrepresented religious groups in the workforce including
managerial, supervisory, administrative, clerical and technical
jobs.
 
  2. Adequate security for the protection of minority employees
both at the workplace and while traveling to and from work.
 
  3. The banning of provocative religious or political emblems
from the workplace.
 
  4. All job openings should be publicly advertised and special
recruitment efforts should be made to attract applicants from
underrepresented religious groups.
 
  5. Layoff, recall and termination procedures should not in
practice, favor particular religious groupings.
 
  6. The abolition of job reservations, apprenticeship
restrictions, and differential employment criteria, which
discriminate on the basis of religion or ethnic origin.
 
  7. The development of training programs that will prepare
substantial numbers of current minority employees for skilled
jobs, including the expansion of existing programs and the
creation of new programs to train, upgrade and improve the skills
of minority employees.
 
  8. The establishment of procedures to assess, identify and
actively recruit minority employees with potential for further
advancement.
 
  9. The appointment of a senior management staff member to
oversee the company's affirmative action efforts and the setting
up of timetables to carry out affirmative action principles.
 
  RESOLVED, Stockholders request the Board of Directors to:
 
  1. Make all possible lawful efforts to implement and/or
increase activity on each of the nine MacBride Principles."
 
PROPONENT'S STATEMENT IN SUPPORT OF PROPOSAL
 
  "--We believe that our Company benefits by hiring from the
widest available talent pool. An employee's ability to do the job
should be the primary consideration in hiring and promotion
decisions.
 
  --Continued discrimination and worsening employment
opportunities have been cited as contributing to support for a
violent solution to Northern Ireland's problems.
 
  --Implementation of the MacBride Principles by Baker Hughes
will demonstrate its concern for human rights and equality of
opportunity in its international operations.
 
  Please vote your proxy FOR these concerns."
 
                    STATEMENT OF THE BOARD OF DIRECTORS AND
                  MANAGEMENT IN OPPOSITION TO PROPOSAL NO. 1
 
  Baker Hughes has a long standing policy of being an equal
opportunity employer worldwide. This policy requires managers to
conduct their employment practices in a manner that does not
discriminate on the basis of race, color, religion, sex, national
origin, age, handicap or veteran's status. Baker Hughes'
operating unit in Northern Ireland, now known as Hughes
Christensen Company, a division of Baker Hughes Limited ("HCC"),
has subscribed to this policy.
 
  In addition, HCC has signed a Declaration of Principle and
Intent under the Northern Ireland Fair Employment Act of 1989
(the "Northern Ireland Fair Employment Act") indicating its
commitment to be an equal opportunity employer. The Northern
Ireland Fair Employment Act has as its purposes the promotion of
equal opportunity and the elimination of discrimination in
employment for persons of different religious and political
beliefs.
 
  HCC also continues to cooperate fully with the Fair Employment
Commission for Northern Ireland, and has recently agreed to enter
into a voluntary agreement with the Fair Employment Commission to
adopt and implement an affirmative action program to ensure fair
participation of the Roman Catholic community in HCC's workforce
in Northern Ireland.
 
  Your Board of Directors believes HCC's employment policies and
practices ensure that HCC does not discriminate in its employment
practices and that HCC's hiring and promotion practices do not
make it more difficult for persons of a given religious belief to
obtain employment or advancement.
 
  The MacBride Principles and the Northern Ireland Fair
Employment Act both seek to eliminate employment discrimination
in Northern Ireland.  By adopting the MacBride Principles, HCC
would become unnecessarily accountable to two sets of similar but
not identical fair employment guidelines. For these reasons, your
Board of Directors believes that implementation of the MacBride
Principles would be burdensome, superfluous and unnecessary,
particularly in light of HCC's own policies, its compliance with
the requirements of the Northern Ireland Fair Employment Act and
its cooperation with the Fair Employment Commission.
 
  Your Board of Directors has determined that HCC's policies on
equal employment opportunity are entirely consistent with Baker
Hughes' obligations and goals to act as an ethical and
responsible member of the business community. Your Board of
Directors does not believe that endorsement of the MacBride
Principles is necessary, appropriate, or in the best interest of
Baker Hughes, its subsidiaries or affiliates, or their respective
employees.
 
RECOMMENDATION OF THE BOARD OF DIRECTORS
 
  Your Board of Directors recommends a vote AGAINST approval of
Stockholder Proposal No. 1 on implementation of the MacBride
Principles in Northern Ireland.

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