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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

BAROID CORPORATION,
BAROID DRILLING FLUIDS, INC.
DB STRATBIT (USA) INC., and
DRESSER INDUSTRIES, INC.

                  Defendants.


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Civil Action No. 93-2621 -- SS

Stamp: Filed
Mar 10, 2000
Nancy Mayer-Whittington, Clerk
U.S. District Court

ORDER MODIFYING FINAL JUDGMENT

Smith International, Inc. and Schlumberger Limited, having submitted to this Court a motion for modification, and the Court having determined, after allowing a full opportunity for public comment, that it is in the public interest to do so, it is hereby

ORDERED that the second sentence ofamended Paragraph IV.F. of the Final Judgment entered in United States v. Baroid, Civil Action No. 93-2621 is modified to read as follows:

The purchaser of the divested drilling fluid business shall not sell the drilling fluid business to, or combine that business with, the drilling fluid operations of Dresser Industries, Inc. or Baker Hughes, Inc., or any of their affiliates or subsidiaries during the life of this decree.


DATE: March 10, 2000 _______________/s/________________
UNITED STATES DISTRICT JUDGE


CERTIFICATE OF SERVICE

I hereby certify that on March 1, 2000, I caused the foregoing Request For Entry of Order to be served by facsimile and first class mail on the attorney listed below:

Angela L. Hughes
Department of Justice
Antitrust Division
325 7th Street, N.W. Suite 500
Washington. D.C. 20530


  _______________/s/________________
Wm. Bradford Reynolds