UNITED STATES OF AMERICA,                   Plaintiff,                   v. BAROID CORPORATION, BAROID DRILLING FLUIDS, INC.,    DB STRATABIT (USA) INC., and DRESSER INDUSTRIES, INC.;                Defendants.

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Civil Action No.: 93-2621 (RCL)

The United States moves this Court to enter the order modifying Paragraph V.F. of the Final Judgment entered in this case, and in support of this motion, states as follows:

1. On March 30, 2000, the United States and Diamond Products International ("DPI") jointly moved to modify the second sentence of Paragraph V.F. of the Final Judgment entered in this case on April 12, 1994. The second sentence of Paragraph V.F. presently states that DPI, as the purchaser of Baroid's diamond bit business, "shall not sell that business to, or combine that business with the diamond drill bit operations of, Dresser Industries, Inc., Baker Hughes, Inc., Camco, Inc., Smith International, Inc., or any of their affiliates or subsidiaries during the life of this decree." The proposed modification would change the provision with respect to Baker Hughes, Camco (now owned by Schlumberger), or Smith or any of their affiliates or subsidiaries from a prohibition to a notice provision.

2. The United States tentatively consented to the proposed modification, subject to a 60-day comment period following publication of a notice of the proposed modification in a newspaper of general circulation in the District of Columbia and in the Federal Register.

3. Notice of the proposed modification was published in the Federal Register on April 19, 2000 at Volume 65, No. 16, at page 3977, and in The Washington Post, a newspaper of general circulation in the District of Columbia, on January 11-January 17, 2000. The public had sixty days to submit comments, beginning on January 25, 2000 and ending on June 19, 2000.

4. The United States received one comment about the proposed modification. That comment was submitted by Halliburton Company, the successor to the defendants. The United States is today filing separately a copy of the comment and the United States' response to the comment.

5. The United States continues to believe the proposed modification is in the public interest. Halliburton and DPI have advised the United States that they may wish to make a filing in this matter. Therefore, the United States requests that the Court delay ruling on the motion to modify the Final Judgment for ten days to allow these companies to make a filing and, in the event that either company files, to allow the United States ten days thereafter to reply.

Dated: September 6, 2000

Respectfully submitted,

_______________/s/________________ Angela L. Hughes Member of The Florida Bar, #211052 Attorneys, Antitrust Division United States Department of Justice 325 7th Street, N.W., Suite 500 Washington, D.C. 20530 Telephone: (202) 307-6410 Facsimile: (202) 307-2784

I hereby certify that on this 6th day of September, 2000, I have caused a copy of the foregoing Motion to Enter Order Modifying Final Judgment to be served on counsel for defendants and other affected companies by first class mail, postage prepared, and by facsimile.

Counsel for Defendant Halliburton Company (Baroid Corporation, Baroid Drilling Fluids, Inc., DP Stratabit (USA) Inc., and Dresser Industries, Inc).: Ky P. Ewing, Jr., Esquire Neil Imus, Esquire Vinson & Elkins 1455 Pennsylvania Avenue, NW Washington, D.C. 20004-1008 Telephone: (202) 639-6580 Facsimile: (202) 639-6604

Counsel for Diamond Products Int'l.: Lisa Jose Fales, Esquire Howrey Simon Arnold & White, LLP 1299 Pennsylvania Avenue, NW Washington, D.C. 20004 Telephone: (202 383-7022 Facsimile: (202) 383-6610

Counsel for Smith International, Inc.: Neal S. Sutton, General Counsel Smith International, Inc. P.O. Box 60068 Houston, Texas 77208 Telephone: (281) 443-3370 Facsimile: (281) 233-5996

Counsel for Schlumberger Ltd. James Gunderson, General Counsel Schlumberger Ltd. 277 Park Avenue New York, NY 10172 Telephone: (212) 350-9400 Facsimile: (212) 350-9467

Counsel for Baker Hughes, Inc.:

Sean F. X. Boland, Esquire
Howrey Simon Arnold & White, LLP
1299 Pennsylvania Ave., NW
Washington, D.C. 20004
Telephone: (202) 383-7122
Facsimile: (202) 383-6610

_______________/s/________________ Angela L. Hughes Antitrust Division U.S. Department of Justice