As filed with the Securities and Exchange Commission on November 9, 2001
                                                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 ELECTIVE DEFERRAL 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)


<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>
Deferred Compensation Obligations (1)              $75,000,000         100%         $75,000,000 (2)      $18,750
====================================================================================================================
</TABLE>
(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
Halliburton Company and certain of its subsidiaries to pay deferred compensation
in the future in accordance with the terms of the Halliburton  Elective Deferral
Plan.
(2) Estimated solely for the purpose of calculating the registration fee.

<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 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, 2000;

         (b)  The Registrant's Quarterly Reports on  Form 10-Q for the  quarters
     ended March 31, 2001, June 30, 2001, and September 30, 2001; and

         (c)  The Registrant's Current Reports on  Form 8-K filed on  January 2,
     2001; January  3, 2001;  February 2, 2001;  February 2, 2001;  February 20,
     2001; March 6, 2001;  March 13, 2001; March 23, 2001; April 11, 2001; April
     27, 2001;  May 1, 2001;  May 10, 2001; May 16, 2001; June 7, 2001; June 29,
     2001;  July 12, 2001; July 20, 2001; July 27, 2001; July 27, 2001;  October
     19,  2001;  October 26,  2001;  October 30,  2001;  November 6,  2001;  and
     November 7, 2001.

     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, 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.

Item 4.  Description of Securities.

     Under the Halliburton  Elective Deferral Plan,  Halliburton will provide to
eligible  employees  (limited  to a group of  management  or highly  compensated
employees of Halliburton  and certain of its  subsidiaries)  the  opportunity to
irrevocably  defer to a future  year the  receipt of certain  compensation.  The
amount of compensation to be deferred by each  participant will be determined in
accordance with the Plan based on the elections of each participant. The amounts
of  compensation  deferred  by  participants  under the Plan are  referred to as
"Deferred Compensation Obligations."

     The Deferred Compensation  Obligations will be payable on the date or dates
selected by each  participant  in  accordance  with the terms of the Plan or, if
earlier,  upon the date of death,  disability or other termination of employment
pursuant to the terms of the Plan.  In  addition,  a  participant  may  withdraw
amounts in his or her account in the sole  discretion  of the  committee  in the
event of an  unforeseeable  emergency  as  defined  in the  Plan.  The Plan also
provides for an automatic  distribution of participants' account balances if the
Standard & Poor's rating for Halliburton's  senior indebtedness falls below BBB.
All payments to  participants  under the Plan will be subject to withholding for
applicable taxes.

     The Plan will be administered and enforced by a committee  consisting of at
least  three  members  of  Halliburton's   executive   management  appointed  by
Halliburton's  Compensation Committee of Directors. The committee will designate
from time to time one or more benchmark  investment options in which the account
of each participant under the Plan will be deemed invested. An investment return
(gain or loss) will  periodically  be credited  to, or deducted  from,  the Plan
account of each  participant in an amount the participant  would have earned (or
lost) if the amount  deferred had been invested  among the benchmark  investment
options  to  which  the  participant  allocated  his  or  her  Plan  account.  A
participant  will be one hundred  percent vested in the amounts the  participant
elects  to defer  into his or her  account  and any  investment  return  on such
amounts.

<PAGE>

     The Deferred Compensation Obligations will be unsecured general obligations
of the employing  entity that is obligated to pay the deferred  compensation  in
the future (the  "Employer") in accordance  with the terms of the Plan, and will
rank equally with other unsecured indebtedness of such Employer. Halliburton may
establish a  non-qualified  trust to pay benefits  under the Plan. In such case,
the  trust  will  be  funded  to  the  extent  Halliburton  determines,  in  its
discretion,  and the  trust  assets  attributable  to an  Employer  will also be
subject to the claims of such Employer's general creditors.

     No participant or beneficiary may sell,  transfer,  assign,  or encumber in
any manner,  either  voluntarily or involuntarily,  any amounts,  or any portion
thereof, payable under the Plan.

     Halliburton may amend or terminate the Plan at any time; provided, however,
that no such  amendment or  termination  may impair the rights of a  participant
with respect to amounts already allocated to his or her account.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities being registered hereby has been passed upon
for Halliburton by Susan S. Keith,  Halliburton's Vice President,  Secretary and
Corporate  Counsel.  Ms. Keith  beneficially  owns 27,454 shares of  Halliburton
Common Stock and holds options to purchase  83,875  additional  shares of Common
Stock. Ms. Keith currently participates in the Plan.

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:
o    expenses, judgments, and fines; and
o    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:
o    the person is or was an officer or director of the Registrant; or
o    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:
o    for any breach of the director's duty  of loyalty to the corporation or its
     stockholders;
o    for  acts or omissions  not in good  faith  or  which  involve  intentional
     misconduct or a knowing violation of law;
o    under  Section 174 of  the DGCL, relating  to  liability  for  unauthorized
     acquisitions or redemptions of, or dividends on, capital stock; or
o    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.

<PAGE>

Item 8.  Exhibits.

4.1    Halliburton Elective Deferral Plan,  as amended  and  restated  effective
       January 1, 2002.

5.1    Opinion  of  Susan  S.  Keith,  Vice  President,  Secretary and Corporate
       Counsel  of Halliburton,  as to  the legality  of  the  securities  being
       registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Susan S. Keith (included in Exhibit 5.1).

24.1   Powers of Attorney for the following directors:

       Lord Clitheroe
       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

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.

<PAGE>

     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.

     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.

<PAGE>

                                   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 8th day of
November, 2001.


                                       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         November 8, 2001
--------------------------------------------    and Chief Executive Officer
               David J. Lesar                   and Director
                                                (Principal Executive Officer)


            /s/ Douglas L. Foshee               Executive Vice President                 November 8, 2001
--------------------------------------------    and Chief Financial Officer
              Douglas L. Foshee                 (Principal Financial Officer)


        /s/ R. Charles Muchmore, Jr.            Vice President and Controller            November 8, 2001
--------------------------------------------    (Principal Accounting Officer)
          R. Charles Muchmore, Jr.


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

             *  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

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

<PAGE>

             *  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

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

               *  RAY L. HUNT                   Director
--------------------------------------------
                 Ray L. Hunt
</TABLE>




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


 Date: November 8, 2001

<PAGE>

                                INDEX TO EXHIBITS


Exhibit                                             Description
Number


 4.1              Halliburton  Elective Deferral  Plan, as  amended and restated
                  effective January 1, 2002.

 5.1              Opinion  of  Susan  S.  Keith,  Vice  President, Secretary and
                  Corporate Counsel of Halliburton, as to  the legality  of  the
                  securities being registered.

23.1              Consent of Arthur Andersen LLP.

23.2              Consent of Susan S. Keith (included in Exhibit 5.1).

24.1                       Powers of Attorney for the following directors:

                  Lord Clitheroe
                  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": "ed_edp110901.txt", "secsgml_size_bytes": 22571}]
{"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": "333-73046", "film-number": "1779479"}, "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 November 9, 2001
                                                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 ELECTIVE DEFERRAL 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
--------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations (1)              $75,000,000         100%         $75,000,000 (2)      $18,750
====================================================================================================================
(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
Halliburton Company and certain of its subsidiaries to pay deferred compensation
in the future in accordance with the terms of the Halliburton  Elective Deferral
Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
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 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, 2000;

         (b)  The Registrant's Quarterly Reports on  Form 10-Q for the  quarters
     ended March 31, 2001, June 30, 2001, and September 30, 2001; and

         (c)  The Registrant's Current Reports on  Form 8-K filed on  January 2,
     2001; January  3, 2001;  February 2, 2001;  February 2, 2001;  February 20,
     2001; March 6, 2001;  March 13, 2001; March 23, 2001; April 11, 2001; April
     27, 2001;  May 1, 2001;  May 10, 2001; May 16, 2001; June 7, 2001; June 29,
     2001;  July 12, 2001; July 20, 2001; July 27, 2001; July 27, 2001;  October
     19,  2001;  October 26,  2001;  October 30,  2001;  November 6,  2001;  and
     November 7, 2001.

     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, 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.

Item 4.  Description of Securities.

     Under the Halliburton  Elective Deferral Plan,  Halliburton will provide to
eligible  employees  (limited  to a group of  management  or highly  compensated
employees of Halliburton  and certain of its  subsidiaries)  the  opportunity to
irrevocably  defer to a future  year the  receipt of certain  compensation.  The
amount of compensation to be deferred by each  participant will be determined in
accordance with the Plan based on the elections of each participant. The amounts
of  compensation  deferred  by  participants  under the Plan are  referred to as
"Deferred Compensation Obligations."

     The Deferred Compensation  Obligations will be payable on the date or dates
selected by each  participant  in  accordance  with the terms of the Plan or, if
earlier,  upon the date of death,  disability or other termination of employment
pursuant to the terms of the Plan.  In  addition,  a  participant  may  withdraw
amounts in his or her account in the sole  discretion  of the  committee  in the
event of an  unforeseeable  emergency  as  defined  in the  Plan.  The Plan also
provides for an automatic  distribution of participants' account balances if the
Standard & Poor's rating for Halliburton's  senior indebtedness falls below BBB.
All payments to  participants  under the Plan will be subject to withholding for
applicable taxes.

     The Plan will be administered and enforced by a committee  consisting of at
least  three  members  of  Halliburton's   executive   management  appointed  by
Halliburton's  Compensation Committee of Directors. The committee will designate
from time to time one or more benchmark  investment options in which the account
of each participant under the Plan will be deemed invested. An investment return
(gain or loss) will  periodically  be credited  to, or deducted  from,  the Plan
account of each  participant in an amount the participant  would have earned (or
lost) if the amount  deferred had been invested  among the benchmark  investment
options  to  which  the  participant  allocated  his  or  her  Plan  account.  A
participant  will be one hundred  percent vested in the amounts the  participant
elects  to defer  into his or her  account  and any  investment  return  on such
amounts.
The Deferred Compensation Obligations will be unsecured general obligations
of the employing  entity that is obligated to pay the deferred  compensation  in
the future (the  "Employer") in accordance  with the terms of the Plan, and will
rank equally with other unsecured indebtedness of such Employer. Halliburton may
establish a  non-qualified  trust to pay benefits  under the Plan. In such case,
the  trust  will  be  funded  to  the  extent  Halliburton  determines,  in  its
discretion,  and the  trust  assets  attributable  to an  Employer  will also be
subject to the claims of such Employer's general creditors.

     No participant or beneficiary may sell,  transfer,  assign,  or encumber in
any manner,  either  voluntarily or involuntarily,  any amounts,  or any portion
thereof, payable under the Plan.

     Halliburton may amend or terminate the Plan at any time; provided, however,
that no such  amendment or  termination  may impair the rights of a  participant
with respect to amounts already allocated to his or her account.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities being registered hereby has been passed upon
for Halliburton by Susan S. Keith,  Halliburton's Vice President,  Secretary and
Corporate  Counsel.  Ms. Keith  beneficially  owns 27,454 shares of  Halliburton
Common Stock and holds options to purchase  83,875  additional  shares of Common
Stock. Ms. Keith currently participates in the Plan.

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:
o    expenses, judgments, and fines; and
o    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:
o    the person is or was an officer or director of the Registrant; or
o    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:
o    for any breach of the director's duty  of loyalty to the corporation or its
     stockholders;
o    for  acts or omissions  not in good  faith  or  which  involve  intentional
     misconduct or a knowing violation of law;
o    under  Section 174 of  the DGCL, relating  to  liability  for  unauthorized
     acquisitions or redemptions of, or dividends on, capital stock; or
o    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 8.  Exhibits.

4.1    Halliburton Elective Deferral Plan,  as amended  and  restated  effective
       January 1, 2002.

5.1    Opinion  of  Susan  S.  Keith,  Vice  President,  Secretary and Corporate
       Counsel  of Halliburton,  as to  the legality  of  the  securities  being
       registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of Susan S. Keith (included in Exhibit 5.1).

24.1   Powers of Attorney for the following directors:

       Lord Clitheroe
       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

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.

     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 8th day of
November, 2001.

                                       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         November 8, 2001
--------------------------------------------    and Chief Executive Officer
               David J. Lesar                   and Director
                                                (Principal Executive Officer)

            /s/ Douglas L. Foshee               Executive Vice President                 November 8, 2001
--------------------------------------------    and Chief Financial Officer
              Douglas L. Foshee                 (Principal Financial Officer)

        /s/ R. Charles Muchmore, Jr.            Vice President and Controller            November 8, 2001
--------------------------------------------    (Principal Accounting Officer)
          R. Charles Muchmore, Jr.

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

             *  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

             *  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

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

               *  RAY L. HUNT                   Director
--------------------------------------------
                 Ray L. Hunt
*By:         /s/ Susan S. Keith
    ----------------------------------------
                 Susan S. Keith
                  Pursuant to
                Power of Attorney

 Date: November 8, 2001
INDEX TO EXHIBITS

Exhibit                                             Description
Number

 4.1              Halliburton  Elective Deferral  Plan, as  amended and restated
                  effective January 1, 2002.

 5.1              Opinion  of  Susan  S.  Keith,  Vice  President, Secretary and
                  Corporate Counsel of Halliburton, as to  the legality  of  the
                  securities being registered.

23.1              Consent of Arthur Andersen LLP.

23.2              Consent of Susan S. Keith (included in Exhibit 5.1).

24.1                       Powers of Attorney for the following directors:

                  Lord Clitheroe
                  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