Sec Form 4 Filing - DEATON CHAD C @ BAKER HUGHES INC - 2013-01-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 DEATON CHAD C 2. Issuer Name and Ticker or Trading Symbol BAKER HUGHES INC [ BHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 2929 ALLEN PARKWAY, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2013 (Street) HOUSTON, TX77019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $1.00 Par Value ( 1 ) 01/31/2013 F 6,194 D $ 44.95 270,900.9807 D Common Stock, $1.00 Par Value ( 2 ) 01/31/2013 M 37,500 A $ 0 308,400.9807 D Common Stock, $1.00 Par Value ( 3 ) 01/31/2013 F 15,731 D $ 44.95 292,669.9807 D Common Stock, $1.00 Par Value 02/01/2013 S 24,289 D $ 44.8717 ( 4 ) 268,380.9807 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 5 ) 01/31/2013 M 37,500 ( 6 ) ( 6 ) Common Stock, $1.00 Par Value 37,500 $ 0 37,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEATON CHAD C 2929 ALLEN PARKWAY SUITE 2100 HOUSTON, TX77019 X Executive Chairman Signatures Lee Whitley, Attorney-in-Fact 02/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to pay the taxes due upon accelerated vesting of a Restricted Stock Award dated as of January 26, 2011, granted under the 2002 Director and Officer Long-Term Incentive Plan, pursuant to the terms of Mr. Deaton's Restated and Superseding Employment Agreement dated April 28, 2011. Withholding of shares to pay the taxes due upon vesting is exempt from Section 16(b) of the Securities Exchange Act of 1934 by Rule 16b-3. ( 2 )Accelerated vesting of a Restricted Stock Unit dated January 1, 2012, granted under the 2002 Director and Officer Long-Term Incentive Plan, pursuant to the terms of Mr. Deaton's Restated and Superseding Employment Agreement dated April 28, 2011. ( 3 )Shares withheld to pay the taxes due upon accelerated vesting of a Restricted Stock Unit dated as of January 1, 2012, granted under the 2002 Director and Officer Long-Term Incentive Plan, pursuant to the terms of Mr. Deaton's Restated and Superseding Employment Agreement dated April 28, 2011. Withholding of shares to pay the taxes due upon vesting is exempt from Section 16(b) of the Securities Exchange Act of 1934 by Rule 16b-3. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.8149 to $44.9110, inclusive. The reporting person undertakes to provide Baker Hughes Incorporated, any security holder of Baker Hughes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )Each restricted stock unit represents a contingent right to receive without payment one share of Baker Hughes common stock. ( 6 )On January 31, 2013, the forfeiture restrictions lapsed as to 37,500 restricted stock units and on the second anniversary of the termination of Mr. Deaton's employment with the Company and of all of its Affiliates, the forfeiture restrictions shall lapse as to an additional 37,500 restricted stock units.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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