As filed with the Securities and Exchange Commission on June 24, 2002

                                                    Registration No. 333-
                                                                         -------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               HALLIBURTON COMPANY
             (Exact name of Registrant as specified in its charter)

              Delaware                                          75-2677995
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                           Identification No.)


                               3600 Lincoln Plaza
                                500 N. Akard St.

                               Dallas, Texas 75201
                    (Address of principal executive offices)

              HALLIBURTON COMPANY 2002 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                LESTER L. COLEMAN
                EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
                               HALLIBURTON COMPANY
                               3600 Lincoln Plaza
                                500 N. Akard St.
                               Dallas, Texas 75201
                     (Name and address of agent for service)

                                 (214) 978-2600
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
              Title of Securities                                    Proposed          Proposed
               to be registered                      Amount           maximum           Maximum         Amount of
                                                      to be          offering          Aggregate      registration
                                                   registered          price           Offering            fee
                                                                     per share           Price
--------------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>             <C>              <C>
Common Stock, $2.50 par value (including           12,000,000        $16.325 (2)     $195,900,000 (2)   $18,023
preferred stock purchase rights)                   shares (1)
====================================================================================================================
<FN>
(1) Also registered hereby are an indeterminate number of shares (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits, stock
dividends and similar transactions.

(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on the high and low prices reported on the New
York Stock Exchange on June 21, 2002.
</FN>
</TABLE>

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or  given  to the  participating  employees  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended.  Such  documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together,  constitute a prospectus that meets the requirements of Sections
10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents,  heretofore filed with the Securities and Exchange
Commission  (the  "Commission")  by the  Registrant  pursuant to the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are incorporated  herein
by reference and made a part hereof.

         (a)  The  Registrant's  Form 8-B filed with the  Commission on December
     12, 1996;

         (b)  The Registrant's  Annual Report  on Form 10-K  for the  year ended
     December 31, 2001;

         (c)  The  Registrant's Quarterly  Report on  Form 10-Q  for the quarter
     ended March 31, 2002 ; and

         (d)  The  Registrant's  Current  Reports  on  Form 8-K  filed  with the
     Commission on January 4, 2002;  January 8, 2002; January 28, 2002;  January
     28, 2002;  February 1, 2002; February 13, 2002; February 15, 2002; February
     15, 2002;  February 27, 2002;  March 14, 2002;   March 21, 2002;  April 15,
     2002;  April 18, 2002;  May 8, 2002;  May 13, 2002;  May 15, 2002;  May 21,
     2002; May 29, 2002; May 29, 2002; and June 4, 2002.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, as amended, after the
date of this registration  statement and prior to the filing of a post-effective
amendment  which  indicates  that all  securities  offered by this  registration
statement  have been sold or which  deregisters  all  securities  then remaining
unsold,  will be deemed to be  incorporated  by reference  in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained  herein  or in any  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part of this registration statement, except as so modified or superseded.

     Our financial  statements were audited by Arthur Andersen LLP  ("Andersen")
until  recently  when  their  engagement  was  terminated  in  light of the well
publicized  problems at that firm. This Registration  Statement  incorporates by
reference  financial  statements  that were  audited by  Andersen  during  their
engagement. Despite using all reasonable efforts, the Registrant has been unable
to obtain  Andersen's  written  consent to incorporate  by reference  Andersen's
report on those audited financial  statements.  (The Registrant has been advised
that  none  of  the  individuals   responsible  for  Andersen's   audit  of  the
Registrant's  financial  statements  continues to be associated with that firm.)
Andersen's consent, were it to be forthcoming,  would entitle you to rely on the
report  of  Andersen  issued  with  respect  to the  audit  of the  Registrant's
financial statements. Consequently, in its absence, it may be more difficult for
you to exercise any rights or claims you may have against Andersen arising under
the  U.S.  federal  securities  laws and  relating  to  Andersen's  audit of the
Registrant's financial statements.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of the State of  Delaware or
DGCL,  provides  that a  Delaware  corporation  has the power,  under  specified
circumstances,  to indemnify its  directors,  officers,  employees,  and agents.
Indemnification is allowed in connection with threatened,  pending, or completed
actions,  suits, or proceedings,  whether civil,  criminal,  administrative,  or
investigative,  other than an action by or in right of the corporation,  brought
against  them by reason of the fact that they were or are  directors,  officers,
employees, or agents, for:
-  expenses, judgments, and fines; and
-  amounts  paid in settlement  actually and reasonably  incurred in any action,
   suit, or proceeding.

Article X of the Registrant's  restated  certificate of  incorporation  together
with Section 47 of its by-laws provide for indemnification of each person who is
or was made a party to any actual or threatened civil, criminal, administrative,
or investigative action, suit, or proceeding because:
-  the person is or was an officer or director of the Registrant; or
-  is a  person  who is or was  serving at the  request of  the Registrant  as a
   director,  officer,  employee,  or  agent  of  another  corporation  or  of a
   partnership,  joint  venture  trust, or  other enterprise,  including service
   relating to employee benefit plans,
to the  fullest  extent  permitted  by the  DGCL as it  existed  at the time the
indemnification   provisions  of  the  Registrant's   restated   certificate  of
incorporation  and the by-laws were adopted or as may be amended.  Section 47 of
the  Registrant's   by-laws  and  Article  X  of  its  restated  certificate  of
incorporation  expressly  provide  that they are not the  exclusive  methods  of
indemnification.

     Section  47 of the  by-laws  provides  that  the  Registrant  may  maintain
insurance,  at its own expense,  to protect  itself and any  director,  officer,
employee,  or agent of the  Registrant or of another entity against any expense,
liability,  or loss.  This  insurance  coverage may be maintained  regardless of
whether the Registrant  would have the power to indemnify the person against the
expense, liability, or loss under the DGCL.

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of fiduciary duty as a director.  However, that provision shall not eliminate or
limit the liability of a director:
-  for any breach of  the director's duty of  loyalty to the corporation  or its
   stockholders;
-  for  acts or  omissions not  in  good  faith  or  which  involve  intentional
   misconduct or a knowing violation of law;
-  under  Section 174  of  the  DGCL, relating  to  liability  for  unauthorized
   acquisitions or redemptions of, or dividends on, capital stock; or
-  for any  transaction  from  which the director  derived an improper  personal
   benefit.
Article XV of the Registrant's restated certificate of incorporation contains
this type of provision.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1      Restated Certificate  of Incorporation of the Registrant filed with the
         Secretary  of  State  of  Delaware on  July 23, 1998  (incorporated  by
         reference to Exhibit 3(a) to the Registrant's Form 10-Q for the quarter
         ended June 30, 1998 (File No. 1-03492)).

4.2      By-Laws of the Registrant revised effective May 16, 2000  (incorporated
         by reference to Exhibit 3 to the Registrant's Form 10-Q for the quarter
         ended June 30, 2000 (File No. 1-03492)).

4.3      Restated  Rights  Agreement dated  as of  December 1,  1996 between the
         Registrant  and ChaseMellon  Shareholder Services, L.L.C. (incorporated
         by reference to Exhibit 4.4 to the Registrant's Registration  Statement
         of Form 8-B dated  December 12, 1996 (File No. 1-03492)).

5.1      Opinion of Bruce A. Metzinger,  Senior Counsel and Assistant  Secretary
         of Halliburton, as to the legality of the securities being registered.

23.1     Consent of Bruce A. Metzinger (included in Exhibit 5.1).

                                       3
<PAGE>

23.2     The Registrant was unable to obtain the consent of Arthur Andersen LLP.
         See   information  above  in   Part  II,  Item  3   under  the  heading
         "Incorporation of Documents by Reference".

24.1     Powers of Attorney for the following directors:

         Robert L. Crandall
         Kenneth T. Derr
         Charles J. DiBona
         Lawrence S. Eagleburger
         W. R. Howell
         Ray L. Hunt
         Aylwin B. Lewis
         J. Landis Martin
         Jay A. Precourt
         Debra L. Reed
         C. J. Silas

     The  Registrant  will submit or has submitted  the Plan and all  amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes thereto required by the IRS in order to qualify the Plan.

Item 9.  Undertakings.

     The Registrant hereby undertakes:

     (1)  To file, during any period  in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   To include  any prospectus required by  Section 10(a)(3)  of  the
 Securities Act of 1933, as amended (the "1933 Act");

         (ii)  To  reflect in the  prospectus any  facts or events arising after
the  effective  date of  the Registration Statement  (or the  most  recent post-
effective amendment  thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding  the foregoing,  any increase  or  decrease  in  the  volume  of
securities  offered (if  the total  dollar value of securities offered would not
exceed that which was registered) and  any deviation from the low or high end of
the estimated maximum offering range may be reflected in the  form of prospectus
filed  with the  Commission pursuant to Rule  424(b) if, in  the aggregate,  the
changes in volume and price represent not more  than a 20% change in the maximum
aggregate  offering price  set forth  in the  "Calculation of  Registration Fee"
table in the effective Registration Statement;

         (iii) To include  any material information  with respect to the plan of
distribution  not  previously  disclosed in  the Registration  Statement or  any
material  change to such  information in the  Registration Statement;  provided,
however, that  paragraphs  (1)(i)  and (1)(ii)  do not apply if  the information
required  to be included  in a post-effective  amendment by  those paragraphs is
contained  in  periodic  reports filed  with the  Commission by  the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the 1933 Act,
each  such post-effective  amendment shall  be deemed  to be  a new registration
statement relating to the securities  offered therein, and the  offering of such
securities  at that time  shall be  deemed to be  the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned  Registrant hereby  undertakes that  for  the  purposes  of
determining  any liability  under the  1933 Act, each filing of the Registrant's
annual  report pursuant  to Section  13(a) or  Section 15(d)  of the  Securities
Exchange  Act of  1934 , as  amended (the "Exchange Act")(and, where applicable,
each  filing of  an employee  benefit plan's annual  report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement  shall be  deemed to  be a new  Registration Statement relating to the
securities  offered therein,  and the  offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                       4
<PAGE>

     Insofar as indemnification of liabilities arising under the 1933 Act may be
permitted  to directors,  officers and  controlling persons  of  the  Registrant
pursuant to the  foregoing  provisions, or  otherwise, the  Registrant has  been
advised  that in  the opinion  of the Commission such indemnification is against
public policy as expressed in the  1933 Act and is, therefore, unenforceable. In
the event that a claim for  indemnification against such liabilities (other than
the payment  by the  Registrant of expenses  incurred or  paid  by  a  director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant  will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a  court of appropriate jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on this the 24th day of June,
2002.

                                            HALLIBURTON COMPANY


                                            By: /s/ David J. Lesar
                                               ---------------------------------
                                               David J. Lesar
                                               Chairman of the Board, President
                                               and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated on June 24, 2002.

              Signature                                    Title


             /s/ David J. Lesar
--------------------------------------------    Chairman of the Board, President
               David J. Lesar                   and Chief Executive Officer
                                                and Director
                                                (Principal Executive Officer)


            /s/ Douglas L. Foshee
--------------------------------------------    Executive Vice President
              Douglas L. Foshee                 and Chief Financial Officer
                                                (Principal Financial Officer)


        /s/ R. Charles Muchmore, Jr.
--------------------------------------------    Vice President and Controller
          R. Charles Muchmore, Jr.              (Principal Accounting Officer)


            *  ROBERT L. CRANDALL               Director
--------------------------------------------
             Robert L. Crandall

                                       5
<PAGE>


             *  KENNETH T. DERR                 Director
--------------------------------------------
               Kenneth T. Derr

            *  CHARLES J. DIBONA                Director
--------------------------------------------
              Charles J. DiBona

         *  LAWRENCE S. EAGLEBURGER             Director
--------------------------------------------
           Lawrence S. Eagleburger

               *  W. R. HOWELL                  Director
--------------------------------------------
                W. R. Howell

               *  RAY L. HUNT                   Director
--------------------------------------------
                 Ray L. Hunt

             *  AYLWIN B. LEWIS                 Director
--------------------------------------------
               Aylwin B. Lewis

             *  J. LANDIS MARTIN                Director
--------------------------------------------
              J. Landis Martin

             *  JAY A. PRECOURT                 Director
--------------------------------------------
               Jay A. Precourt

              *  DEBRA L. REED                  Director
--------------------------------------------
                Debra L. Reed

               *  C. J. SILAS                   Director
--------------------------------------------
                 C. J. Silas



*By:        /s/ Lester L. Coleman
    ----------------------------------------
              Lester L. Coleman
                 Pursuant to
              Power of Attorney

                                       6
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number                                   Description


 4.1      Restated Certificate of Incorporation of the Registrant filed with the
          Secretary  of State  of Delaware  on July  23, 1998  (incorporated  by
          reference  to  Exhibit 3(a)  to the  Registrant's Form  10-Q  for  the
          quarter ended June 30, 1998 (File No. 1-03492)).

 4.2      By-Laws of the Registrant revised effective May 16, 2000 (incorporated
          by  reference to  Exhibit 3  to the  Registrant's Form  10-Q  for  the
          quarter ended June 30, 2000 (File No. 1-03492)).

 4.3      Restated  Right Agreement  dated as  of December  1, 1996 between  the
          Registrant and ChaseMellon Shareholder Services, L.L.C.  (incorporated
          by reference to Exhibit 4.4 to the Registrant's Registration Statement
          on Form 8-B dated December 12, 1996 (File No. 1-03492)).

 5.1      Opinion of Bruce A. Metzinger, Senior Counsel  and Assistant Secretary
          of Halliburton, as to the legality of the securities being registered.

23.1      Consent of Bruce A. Metzinger (included in Exhibit 5.1).

23.2      The Registrant  was unable  to obtain the  consent  of Arthur Andersen
          LLP.   See information  above in Part  II, Item  3  under  the heading
          "Incorporation of Documents by Reference".

24.1      Powers of Attorney for the following directors:

          Robert L. Crandall
          Kenneth T. Derr
          Charles J. DiBona
          Lawrence S. Eagleburger
          W. R. Howell
          Ray L. Hunt
          Aylwin B. Lewis
          J. Landis Martin
          Jay A. Precourt
          Debra L. Reed
          C. J. Silas
[{"type": "S-8", "sequence": "1", "filename": "eds8_62402.txt", "secsgml_size_bytes": 22778}]
{"company-data": {"conformed-name": "HALLIBURTON CO", "cik": "0000045012", "assigned-sic": "1389", "irs-number": "752677995", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91058", "film-number": "02685460"}, "business-address": {"street1": "3600 LINCOLN PLZ", "street2": "500 N AKARD ST", "city": "DALLAS", "state": "TX", "zip": "75201-3391", "phone": "2149782600"}, "mail-address": {"street1": "3600 LINCOLN PLZ", "street2": "500 N AKARD ST", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": {"former-conformed-name": "HALLIBURTON OIL WELL CEMENTING CO", "date-changed": "19660911"}}
As filed with the Securities and Exchange Commission on June 24, 2002

                                                    Registration No. 333-
                                                                         -------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                               HALLIBURTON COMPANY
             (Exact name of Registrant as specified in its charter)

              Delaware                                          75-2677995
   (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                           Identification No.)

                               3600 Lincoln Plaza
                                500 N. Akard St.

                               Dallas, Texas 75201
                    (Address of principal executive offices)

              HALLIBURTON COMPANY 2002 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                LESTER L. COLEMAN
                EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER
                               HALLIBURTON COMPANY
                               3600 Lincoln Plaza
                                500 N. Akard St.
                               Dallas, Texas 75201
                     (Name and address of agent for service)

                                 (214) 978-2600
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
              Title of Securities                                    Proposed          Proposed
               to be registered                      Amount           maximum           Maximum         Amount of
                                                      to be          offering          Aggregate      registration
                                                   registered          price           Offering            fee
                                                                     per share           Price
--------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value (including           12,000,000        $16.325 (2)     $195,900,000 (2)   $18,023
preferred stock purchase rights)                   shares (1)
====================================================================================================================
(1) Also registered hereby are an indeterminate number of shares (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits, stock
dividends and similar transactions.

(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on the high and low prices reported on the New
York Stock Exchange on June 21, 2002.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or  given  to the  participating  employees  as  specified  by Rule
428(b)(1) of the  Securities  Act of 1933,  as amended.  Such  documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together,  constitute a prospectus that meets the requirements of Sections
10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents,  heretofore filed with the Securities and Exchange
Commission  (the  "Commission")  by the  Registrant  pursuant to the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  are incorporated  herein
by reference and made a part hereof.

         (a)  The  Registrant's  Form 8-B filed with the  Commission on December
     12, 1996;

         (b)  The Registrant's  Annual Report  on Form 10-K  for the  year ended
     December 31, 2001;

         (c)  The  Registrant's Quarterly  Report on  Form 10-Q  for the quarter
     ended March 31, 2002 ; and

         (d)  The  Registrant's  Current  Reports  on  Form 8-K  filed  with the
     Commission on January 4, 2002;  January 8, 2002; January 28, 2002;  January
     28, 2002;  February 1, 2002; February 13, 2002; February 15, 2002; February
     15, 2002;  February 27, 2002;  March 14, 2002;   March 21, 2002;  April 15,
     2002;  April 18, 2002;  May 8, 2002;  May 13, 2002;  May 15, 2002;  May 21,
     2002; May 29, 2002; May 29, 2002; and June 4, 2002.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, as amended, after the
date of this registration  statement and prior to the filing of a post-effective
amendment  which  indicates  that all  securities  offered by this  registration
statement  have been sold or which  deregisters  all  securities  then remaining
unsold,  will be deemed to be  incorporated  by reference  in this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained  herein  or in any  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed to constitute a
part of this registration statement, except as so modified or superseded.

     Our financial  statements were audited by Arthur Andersen LLP  ("Andersen")
until  recently  when  their  engagement  was  terminated  in  light of the well
publicized  problems at that firm. This Registration  Statement  incorporates by
reference  financial  statements  that were  audited by  Andersen  during  their
engagement. Despite using all reasonable efforts, the Registrant has been unable
to obtain  Andersen's  written  consent to incorporate  by reference  Andersen's
report on those audited financial  statements.  (The Registrant has been advised
that  none  of  the  individuals   responsible  for  Andersen's   audit  of  the
Registrant's  financial  statements  continues to be associated with that firm.)
Andersen's consent, were it to be forthcoming,  would entitle you to rely on the
report  of  Andersen  issued  with  respect  to the  audit  of the  Registrant's
financial statements. Consequently, in its absence, it may be more difficult for
you to exercise any rights or claims you may have against Andersen arising under
the  U.S.  federal  securities  laws and  relating  to  Andersen's  audit of the
Registrant's financial statements.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of the State of  Delaware or
DGCL,  provides  that a  Delaware  corporation  has the power,  under  specified
circumstances,  to indemnify its  directors,  officers,  employees,  and agents.
Indemnification is allowed in connection with threatened,  pending, or completed
actions,  suits, or proceedings,  whether civil,  criminal,  administrative,  or
investigative,  other than an action by or in right of the corporation,  brought
against  them by reason of the fact that they were or are  directors,  officers,
employees, or agents, for:
-  expenses, judgments, and fines; and
-  amounts  paid in settlement  actually and reasonably  incurred in any action,
   suit, or proceeding.

Article X of the Registrant's  restated  certificate of  incorporation  together
with Section 47 of its by-laws provide for indemnification of each person who is
or was made a party to any actual or threatened civil, criminal, administrative,
or investigative action, suit, or proceeding because:
-  the person is or was an officer or director of the Registrant; or
-  is a  person  who is or was  serving at the  request of  the Registrant  as a
   director,  officer,  employee,  or  agent  of  another  corporation  or  of a
   partnership,  joint  venture  trust, or  other enterprise,  including service
   relating to employee benefit plans,
to the  fullest  extent  permitted  by the  DGCL as it  existed  at the time the
indemnification   provisions  of  the  Registrant's   restated   certificate  of
incorporation  and the by-laws were adopted or as may be amended.  Section 47 of
the  Registrant's   by-laws  and  Article  X  of  its  restated  certificate  of
incorporation  expressly  provide  that they are not the  exclusive  methods  of
indemnification.

     Section  47 of the  by-laws  provides  that  the  Registrant  may  maintain
insurance,  at its own expense,  to protect  itself and any  director,  officer,
employee,  or agent of the  Registrant or of another entity against any expense,
liability,  or loss.  This  insurance  coverage may be maintained  regardless of
whether the Registrant  would have the power to indemnify the person against the
expense, liability, or loss under the DGCL.

     Section  102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision  eliminating  or limiting  the  personal  liability of a
director to the corporation or its  stockholders for monetary damages for breach
of fiduciary duty as a director.  However, that provision shall not eliminate or
limit the liability of a director:
-  for any breach of  the director's duty of  loyalty to the corporation  or its
   stockholders;
-  for  acts or  omissions not  in  good  faith  or  which  involve  intentional
   misconduct or a knowing violation of law;
-  under  Section 174  of  the  DGCL, relating  to  liability  for  unauthorized
   acquisitions or redemptions of, or dividends on, capital stock; or
-  for any  transaction  from  which the director  derived an improper  personal
   benefit.
Article XV of the Registrant's restated certificate of incorporation contains
this type of provision.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

4.1      Restated Certificate  of Incorporation of the Registrant filed with the
         Secretary  of  State  of  Delaware on  July 23, 1998  (incorporated  by
         reference to Exhibit 3(a) to the Registrant's Form 10-Q for the quarter
         ended June 30, 1998 (File No. 1-03492)).

4.2      By-Laws of the Registrant revised effective May 16, 2000  (incorporated
         by reference to Exhibit 3 to the Registrant's Form 10-Q for the quarter
         ended June 30, 2000 (File No. 1-03492)).

4.3      Restated  Rights  Agreement dated  as of  December 1,  1996 between the
         Registrant  and ChaseMellon  Shareholder Services, L.L.C. (incorporated
         by reference to Exhibit 4.4 to the Registrant's Registration  Statement
         of Form 8-B dated  December 12, 1996 (File No. 1-03492)).

5.1      Opinion of Bruce A. Metzinger,  Senior Counsel and Assistant  Secretary
         of Halliburton, as to the legality of the securities being registered.

23.1     Consent of Bruce A. Metzinger (included in Exhibit 5.1).

                                       3
23.2     The Registrant was unable to obtain the consent of Arthur Andersen LLP.
         See   information  above  in   Part  II,  Item  3   under  the  heading
         "Incorporation of Documents by Reference".

24.1     Powers of Attorney for the following directors:

         Robert L. Crandall
         Kenneth T. Derr
         Charles J. DiBona
         Lawrence S. Eagleburger
         W. R. Howell
         Ray L. Hunt
         Aylwin B. Lewis
         J. Landis Martin
         Jay A. Precourt
         Debra L. Reed
         C. J. Silas

     The  Registrant  will submit or has submitted  the Plan and all  amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes thereto required by the IRS in order to qualify the Plan.

Item 9.  Undertakings.

     The Registrant hereby undertakes:

     (1)  To file, during any period  in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)   To include  any prospectus required by  Section 10(a)(3)  of  the
 Securities Act of 1933, as amended (the "1933 Act");

         (ii)  To  reflect in the  prospectus any  facts or events arising after
the  effective  date of  the Registration Statement  (or the  most  recent post-
effective amendment  thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding  the foregoing,  any increase  or  decrease  in  the  volume  of
securities  offered (if  the total  dollar value of securities offered would not
exceed that which was registered) and  any deviation from the low or high end of
the estimated maximum offering range may be reflected in the  form of prospectus
filed  with the  Commission pursuant to Rule  424(b) if, in  the aggregate,  the
changes in volume and price represent not more  than a 20% change in the maximum
aggregate  offering price  set forth  in the  "Calculation of  Registration Fee"
table in the effective Registration Statement;

         (iii) To include  any material information  with respect to the plan of
distribution  not  previously  disclosed in  the Registration  Statement or  any
material  change to such  information in the  Registration Statement;  provided,
however, that  paragraphs  (1)(i)  and (1)(ii)  do not apply if  the information
required  to be included  in a post-effective  amendment by  those paragraphs is
contained  in  periodic  reports filed  with the  Commission by  the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the 1933 Act,
each  such post-effective  amendment shall  be deemed  to be  a new registration
statement relating to the securities  offered therein, and the  offering of such
securities  at that time  shall be  deemed to be  the initial bona fide offering
thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned  Registrant hereby  undertakes that  for  the  purposes  of
determining  any liability  under the  1933 Act, each filing of the Registrant's
annual  report pursuant  to Section  13(a) or  Section 15(d)  of the  Securities
Exchange  Act of  1934 , as  amended (the "Exchange Act")(and, where applicable,
each  filing of  an employee  benefit plan's annual  report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement  shall be  deemed to  be a new  Registration Statement relating to the
securities  offered therein,  and the  offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                       4
Insofar as indemnification of liabilities arising under the 1933 Act may be
permitted  to directors,  officers and  controlling persons  of  the  Registrant
pursuant to the  foregoing  provisions, or  otherwise, the  Registrant has  been
advised  that in  the opinion  of the Commission such indemnification is against
public policy as expressed in the  1933 Act and is, therefore, unenforceable. In
the event that a claim for  indemnification against such liabilities (other than
the payment  by the  Registrant of expenses  incurred or  paid  by  a  director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant  will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a  court of appropriate jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on this the 24th day of June,
2002.

                                            HALLIBURTON COMPANY

                                            By: /s/ David J. Lesar
                                               ---------------------------------
                                               David J. Lesar
                                               Chairman of the Board, President
                                               and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated on June 24, 2002.

              Signature                                    Title

             /s/ David J. Lesar
--------------------------------------------    Chairman of the Board, President
               David J. Lesar                   and Chief Executive Officer
                                                and Director
                                                (Principal Executive Officer)

            /s/ Douglas L. Foshee
--------------------------------------------    Executive Vice President
              Douglas L. Foshee                 and Chief Financial Officer
                                                (Principal Financial Officer)

        /s/ R. Charles Muchmore, Jr.
--------------------------------------------    Vice President and Controller
          R. Charles Muchmore, Jr.              (Principal Accounting Officer)

            *  ROBERT L. CRANDALL               Director
--------------------------------------------
             Robert L. Crandall

                                       5
*  KENNETH T. DERR                 Director
--------------------------------------------
               Kenneth T. Derr

            *  CHARLES J. DIBONA                Director
--------------------------------------------
              Charles J. DiBona

         *  LAWRENCE S. EAGLEBURGER             Director
--------------------------------------------
           Lawrence S. Eagleburger

               *  W. R. HOWELL                  Director
--------------------------------------------
                W. R. Howell

               *  RAY L. HUNT                   Director
--------------------------------------------
                 Ray L. Hunt

             *  AYLWIN B. LEWIS                 Director
--------------------------------------------
               Aylwin B. Lewis

             *  J. LANDIS MARTIN                Director
--------------------------------------------
              J. Landis Martin

             *  JAY A. PRECOURT                 Director
--------------------------------------------
               Jay A. Precourt

              *  DEBRA L. REED                  Director
--------------------------------------------
                Debra L. Reed

               *  C. J. SILAS                   Director
--------------------------------------------
                 C. J. Silas

*By:        /s/ Lester L. Coleman
    ----------------------------------------
              Lester L. Coleman
                 Pursuant to
              Power of Attorney

                                       6
INDEX TO EXHIBITS

Exhibit
Number                                   Description

 4.1      Restated Certificate of Incorporation of the Registrant filed with the
          Secretary  of State  of Delaware  on July  23, 1998  (incorporated  by
          reference  to  Exhibit 3(a)  to the  Registrant's Form  10-Q  for  the
          quarter ended June 30, 1998 (File No. 1-03492)).

 4.2      By-Laws of the Registrant revised effective May 16, 2000 (incorporated
          by  reference to  Exhibit 3  to the  Registrant's Form  10-Q  for  the
          quarter ended June 30, 2000 (File No. 1-03492)).

 4.3      Restated  Right Agreement  dated as  of December  1, 1996 between  the
          Registrant and ChaseMellon Shareholder Services, L.L.C.  (incorporated
          by reference to Exhibit 4.4 to the Registrant's Registration Statement
          on Form 8-B dated December 12, 1996 (File No. 1-03492)).

 5.1      Opinion of Bruce A. Metzinger, Senior Counsel  and Assistant Secretary
          of Halliburton, as to the legality of the securities being registered.

23.1      Consent of Bruce A. Metzinger (included in Exhibit 5.1).

23.2      The Registrant  was unable  to obtain the  consent  of Arthur Andersen
          LLP.   See information  above in Part  II, Item  3  under  the heading
          "Incorporation of Documents by Reference".

24.1      Powers of Attorney for the following directors:

          Robert L. Crandall
          Kenneth T. Derr
          Charles J. DiBona
          Lawrence S. Eagleburger
          W. R. Howell
          Ray L. Hunt
          Aylwin B. Lewis
          J. Landis Martin
          Jay A. Precourt
          Debra L. Reed
          C. J. Silas