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


                       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
                     1993 STOCK AND LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                LESTER L. COLEMAN
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                               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
<TABLE>
<CAPTION>
====================================================================================================================
<S>                                                <C>              <C>              <C>              <C>
              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           18,000,000       $52.035(2)       $936,630,000(2)    $247,271
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 the purpose of calculating the registration fee for the
securities to be  registered  hereby on the basis of the average of the high and
low prices of the  Common  Stock of the  Company  reported  in the  consolidated
reporting  system  on September 8, 2000.  Pursuant  to Rule 429, the  Prospectus
relating to this  Registration  Statement  also relates to earlier  Registration
Statements filed for offerings under the  Registrant's  1993 Stock and Long-Term
Incentive Plan  (Registration  Nos.  333-40717 and  33-54881).  As of August 31,
2000,   approximately   5,542,293  shares  remain  available  under  such  prior
Registration Statement No. 333-40717, for which shares an aggregate registration
fee of approximately $91,270 was paid.
</FN>
</TABLE>

<PAGE>

          INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

The contents of the earlier Registration Statement No. 33-54881,  Post-Effective
Amendment  No.  1  thereto  and   Registration   Statement  No.   333-40717  are
incorporated by reference into this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  heretofore  filed with the SEC by the Registrant
     pursuant to the Exchange Act, are incorporated herein by reference.

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
     December 31, 1999;

         (b) The Registrant's  Quarterly Reports  on Form  10-Q for the quarters
     ended March 31, 2000 and June 30, 2000;

         (c) The Registrant's Current Reports on Form 8-K dated January 4, 2000;
     January 23,  2000;  January  25,  2000;  January  27,  2000 (two  reports);
     February 1, 2000;  February 2, 2000;  February 16, 2000; February 17, 2000;
     March 27, 2000;  March 31, 2000;  April 10, 2000; April 12, 2000; April 17,
     2000;  April 26, 2000;  May 2, 2000; May 16, 2000;  July 5, 2000;  July 20,
     2000; July 25, 2000; July 26, 2000;  August 3, 2000; August 9, 2000; August
     16, 2000; and August 23, 2000.

         (d) The  description  of the  Common  Stock  and  the  Preferred  Stock
     Purchase Rights contained in the  Registration  Statement on Form 8-B dated
     December 12, 1996.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
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.

Item 8.  Exhibits.

4.1      Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3(a) to Registrant's  Quarterly  Report on Form
         10-Q for the quarter ended June 30, 1998 (File No. 1-3492)).

4.2      Registrant's   By-laws,   as   amended   and   restated  May  16,  2000
         (incorporated  by  reference to  Exhibit 3 to  Registrant's   Quarterly
         Report on  Form 10-Q for  the quarter  ended  June 30,  2000  (File No.
         1-3492)).

4.3      Restated  Rights  Agreement  dated as of December  1, 1996  between the
         Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent
         (incorporated   by  reference  to  Exhibit  4.4  to  the   Registrant's
         Registration  Statement  on Form 8-B dated  December 12, 1996 (File No.
         1-3492)).

5        Opinion of  Bruce A. Metzinger, Senior Counsel of the Registrant, as to
         the legality of the securities being registered.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of PricewaterhouseCoopers.

23.3     Consent of Bruce A. Metzinger (included in Exhibit 5).

                                       2
<PAGE>

24.1     Powers  of  Attorney  for  the  following  directors  (incorporated  by
         reference to Exhibit 24 to Registrant's  Post-Effective Amendment No. 1
         on Form S-8 (File No.  33-54881) filed with the Securities and Exchange
         Commission on May 16, 1997):

         Lord Clitheroe
         Robert L. Crandall
         W. R. Howell
         C. J. Silas

24.2     Powers of Attorney for the following directors:

         Charles J. DiBona
         Lawrence S. Eagleburger
         Ray L. Hunt
         J. Landis Martin
         Jay A. Precourt

                                   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  11  day of
September, 2000.

                                       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.

<TABLE>
<CAPTION>
Signature                                     Title                                Date
<S>                                           <C>                                  <C>


         /s/ David J. Lesar
------------------------------------------    Chairman of the Board, President     September 11, 2000
             David J. Lesar                   and Chief Executive Officer
                                              and Director
                                              (Principal Executive Officer)


         /s/ Gary V. Morris
------------------------------------------    Executive Vice President             September 11, 2000
             Gary V. Morris                   and Chief Financial Officer
                                              (Principal Financial Officer)


     /s/ R. Charles Muchmore, Jr.
------------------------------------------    Vice President and Controller        September 11, 2000
         R. Charles Muchmore, Jr.             (Principal Accounting Officer)


         *  LORD CLITHEROE                    Director
------------------------------------------
            Lord Clitheroe

                                       3
<PAGE>

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


         *  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


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


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


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



*By:     /s/ Susan S. Keith
    --------------------------------------
             Susan S. Keith
             Pursuant to
             Power of Attorney

 Date:  September 11, 2000
</TABLE>

                                       4
<PAGE>

                                INDEX TO EXHIBITS

Exhibit  Description
No.


    *4.1          Restated   Certificate  of  Incorporation  of  the  Registrant
                  (incorporated  by reference  to Exhibit  3(a) to  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1998 (File No.
                  1-3492)).

    *4.2          Registrant's  By-laws,  as  amended and restated  May 16, 2000
                  (incorporated  by  reference  to  Exhibit  3  to  Registrant's
                  Quarterly Report  on Form 10-Q for  the quarter ended June 30,
                  2000 (File No. 1-3492)).

    *4.3          Restated Rights Agreement dated as of December 1, 1996 between
                  the  Registrant and ChaseMellon  Shareholder  Services, L.L.C.
                  as Rights  Agent (incorporated by reference  to Exhibit 4.4 to
                  the  Registrant's  Registration  Statement  on Form 8-B  dated
                  December 12, 1996 (File No. 1-3492)).

   **5            Opinion  of   Bruce  A.  Metzinger,   Senior  Counsel  of  the
                  Registrant,  as  to  the  legality  of  the  securities  being
                  registered.

  **23.1          Consent of Arthur Andersen LLP.

  **23.2          Consent of PricewaterhouseCoopers.

  **23.3          Consent of Bruce A. Metzinger (included in Exhibit 5).

   *24.1          Powers of  Attorney for the  following directors (incorporated
                  by  reference  to  Exhibit 24 to  Registrant's  Post-Effective
                  Amendment No. 1 on Form S-8 (File No. 33-54881) filed with the
                  Securities and Exchange Commission on May 16, 1997):

                  Lord Clitheroe
                  Robert L. Crandall
                  W. R. Howell
                  C. J. Silas

  **24.2          Powers of Attorney for the following directors:

                  Charles J. DiBona
                  Lawrence S. Eagleburger
                  Ray L. Hunt
                  J. Landis Martin
                  Jay A. Precourt

----------------------
 *  Previously filed.
**  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 13580}]
{"company-data": {"conformed-name": "HALLIBURTON CO", "cik": "0000045012", "assigned-sic": "1600", "irs-number": "752677995", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45518", "film-number": "720206"}, "business-address": {"street1": "3600 LINCOLN PLZ", "street2": "500 N AKARD ST", "city": "DALLAS", "state": "TX", "zip": "75201-3391", "phone": "2149782600"}, "former-company": {"former-conformed-name": "HALLIBURTON OIL WELL CEMENTING CO", "date-changed": "19660911"}}
Registration No.
                                                                  -------------

                       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
                     1993 STOCK AND LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                LESTER L. COLEMAN
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                               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           18,000,000       $52.035(2)       $936,630,000(2)    $247,271
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 the purpose of calculating the registration fee for the
securities to be  registered  hereby on the basis of the average of the high and
low prices of the  Common  Stock of the  Company  reported  in the  consolidated
reporting  system  on September 8, 2000.  Pursuant  to Rule 429, the  Prospectus
relating to this  Registration  Statement  also relates to earlier  Registration
Statements filed for offerings under the  Registrant's  1993 Stock and Long-Term
Incentive Plan  (Registration  Nos.  333-40717 and  33-54881).  As of August 31,
2000,   approximately   5,542,293  shares  remain  available  under  such  prior
Registration Statement No. 333-40717, for which shares an aggregate registration
fee of approximately $91,270 was paid.
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

The contents of the earlier Registration Statement No. 33-54881,  Post-Effective
Amendment  No.  1  thereto  and   Registration   Statement  No.   333-40717  are
incorporated by reference into this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  heretofore  filed with the SEC by the Registrant
     pursuant to the Exchange Act, are incorporated herein by reference.

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
     December 31, 1999;

         (b) The Registrant's  Quarterly Reports  on Form  10-Q for the quarters
     ended March 31, 2000 and June 30, 2000;

         (c) The Registrant's Current Reports on Form 8-K dated January 4, 2000;
     January 23,  2000;  January  25,  2000;  January  27,  2000 (two  reports);
     February 1, 2000;  February 2, 2000;  February 16, 2000; February 17, 2000;
     March 27, 2000;  March 31, 2000;  April 10, 2000; April 12, 2000; April 17,
     2000;  April 26, 2000;  May 2, 2000; May 16, 2000;  July 5, 2000;  July 20,
     2000; July 25, 2000; July 26, 2000;  August 3, 2000; August 9, 2000; August
     16, 2000; and August 23, 2000.

         (d) The  description  of the  Common  Stock  and  the  Preferred  Stock
     Purchase Rights contained in the  Registration  Statement on Form 8-B dated
     December 12, 1996.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
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.

Item 8.  Exhibits.

4.1      Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3(a) to Registrant's  Quarterly  Report on Form
         10-Q for the quarter ended June 30, 1998 (File No. 1-3492)).

4.2      Registrant's   By-laws,   as   amended   and   restated  May  16,  2000
         (incorporated  by  reference to  Exhibit 3 to  Registrant's   Quarterly
         Report on  Form 10-Q for  the quarter  ended  June 30,  2000  (File No.
         1-3492)).

4.3      Restated  Rights  Agreement  dated as of December  1, 1996  between the
         Registrant and ChaseMellon Shareholder Services, L.L.C. as Rights Agent
         (incorporated   by  reference  to  Exhibit  4.4  to  the   Registrant's
         Registration  Statement  on Form 8-B dated  December 12, 1996 (File No.
         1-3492)).

5        Opinion of  Bruce A. Metzinger, Senior Counsel of the Registrant, as to
         the legality of the securities being registered.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of PricewaterhouseCoopers.

23.3     Consent of Bruce A. Metzinger (included in Exhibit 5).

                                       2
24.1     Powers  of  Attorney  for  the  following  directors  (incorporated  by
         reference to Exhibit 24 to Registrant's  Post-Effective Amendment No. 1
         on Form S-8 (File No.  33-54881) filed with the Securities and Exchange
         Commission on May 16, 1997):

         Lord Clitheroe
         Robert L. Crandall
         W. R. Howell
         C. J. Silas

24.2     Powers of Attorney for the following directors:

         Charles J. DiBona
         Lawrence S. Eagleburger
         Ray L. Hunt
         J. Landis Martin
         Jay A. Precourt

                                   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  11  day of
September, 2000.

                                       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.
Signature                                     Title                                Date
/s/ David J. Lesar
------------------------------------------    Chairman of the Board, President     September 11, 2000
             David J. Lesar                   and Chief Executive Officer
                                              and Director
                                              (Principal Executive Officer)

         /s/ Gary V. Morris
------------------------------------------    Executive Vice President             September 11, 2000
             Gary V. Morris                   and Chief Financial Officer
                                              (Principal Financial Officer)

     /s/ R. Charles Muchmore, Jr.
------------------------------------------    Vice President and Controller        September 11, 2000
         R. Charles Muchmore, Jr.             (Principal Accounting Officer)

         *  LORD CLITHEROE                    Director
------------------------------------------
            Lord Clitheroe

                                       3
*  ROBERT L. CRANDALL                Director
------------------------------------------
            Robert L. Crandall

         *  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

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

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

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

*By:     /s/ Susan S. Keith
    --------------------------------------
             Susan S. Keith
             Pursuant to
             Power of Attorney

 Date:  September 11, 2000
4
INDEX TO EXHIBITS

Exhibit  Description
No.

    *4.1          Restated   Certificate  of  Incorporation  of  the  Registrant
                  (incorporated  by reference  to Exhibit  3(a) to  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  1998 (File No.
                  1-3492)).

    *4.2          Registrant's  By-laws,  as  amended and restated  May 16, 2000
                  (incorporated  by  reference  to  Exhibit  3  to  Registrant's
                  Quarterly Report  on Form 10-Q for  the quarter ended June 30,
                  2000 (File No. 1-3492)).

    *4.3          Restated Rights Agreement dated as of December 1, 1996 between
                  the  Registrant and ChaseMellon  Shareholder  Services, L.L.C.
                  as Rights  Agent (incorporated by reference  to Exhibit 4.4 to
                  the  Registrant's  Registration  Statement  on Form 8-B  dated
                  December 12, 1996 (File No. 1-3492)).

   **5            Opinion  of   Bruce  A.  Metzinger,   Senior  Counsel  of  the
                  Registrant,  as  to  the  legality  of  the  securities  being
                  registered.

  **23.1          Consent of Arthur Andersen LLP.

  **23.2          Consent of PricewaterhouseCoopers.

  **23.3          Consent of Bruce A. Metzinger (included in Exhibit 5).

   *24.1          Powers of  Attorney for the  following directors (incorporated
                  by  reference  to  Exhibit 24 to  Registrant's  Post-Effective
                  Amendment No. 1 on Form S-8 (File No. 33-54881) filed with the
                  Securities and Exchange Commission on May 16, 1997):

                  Lord Clitheroe
                  Robert L. Crandall
                  W. R. Howell
                  C. J. Silas

  **24.2          Powers of Attorney for the following directors:

                  Charles J. DiBona
                  Lawrence S. Eagleburger
                  Ray L. Hunt
                  J. Landis Martin
                  Jay A. Precourt

----------------------
 *  Previously filed.
**  Filed herewith.