FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Triplett Clifton N.B.

(Last)(First)(Middle)
2929 ALLEN PARKWAY, SUITE 2100

(Street)
HOUSTONTX77019

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2008
3. Issuer Name and Ticker or Trading Symbol
BAKER HUGHES INC [BHI]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Vice President
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1.00 Par Value 0
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
Sandra E. Alford Attorney-in-Fact10/01/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints
each of Sandra E. Alford, William D. Marsh and Alan R. Crain as the
undersigned's true and lawful attorneys-in-fact, with full power of
substitution, to:

(1)execute for and on behalf of the undersigned, in the undersigned's capacity
as a reporting person of Baker Hughes Incorporated (the Company) pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), and the rules and regulations issued thereunder, Forms 3, 4 and 5 in
accordance with Section 16(a) of the Exchange Act and any Form 144, Form 8-K or
other form required to be filed relating to the transaction covered by such
report (collectively, the Required Forms);

(2)do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Required Forms
and timely file such Required Forms with the United States Securities and
Exchange Commission, any stock exchange, or other authority or body; and

(3)take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact or their
substitutes, may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed by any of
such attorneys-in-fact or their substitutes on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as any of such attorneys-in-fact or their substitutes may
approve in the discretion of any such person.

The undersigned hereby grants to each such attorney-in-fact or their substitutes
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of any of such
attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact or their substitutes, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act or any other law, rule or regulation.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Required Forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 2nd day of September 2008.


Signature:  _/s/Clifton N.B. Triplett
Name:       Clifton N.B. Triplett
 



 
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