As filed with the Securities and Exchange Commission on January 9, 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 DIRECTORS' DEFERRED COMPENSATION 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 (1)              AMOUNT           MAXIMUM           MAXIMUM         AMOUNT OF
                                                TO BE          OFFERING          AGGREGATE      REGISTRATION
                                           REGISTERED (2)        PRICE           OFFERING            FEE
                                                               PER UNIT          PRICE (2)
------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>               <C>            <C>
Deferred Compensation Obligations

Common Stock, par value $2.50
============================================================================================================
                Total                       $10,000,000          100%          $10,000,000         $2,390
============================================================================================================

(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
Halliburton  Company to pay deferred  compensation in the future to non-employee
directors of Halliburton Company in accordance with the terms of the Halliburton
Company Directors' Deferred Compensation Plan.
(2) Not specified as to each class of  securities  to be registered  pursuant to
Rule 457(o).  The amount to be registered is estimated solely for the purpose of
calculating  the  registration  fee and includes  such  indeterminate  number of
shares of  Halliburton  Company  Common Stock as may be issued at  indeterminate
prices in fulfillment of certain Deferred Compensation Obligations.

============================================================================================================
</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  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; November 7,
     2001;  November 27, 2001; December 4, 2001;  December 7, 2001; December 11,
     2001; December 12, 2001; December 20, 2001;  January 4, 2002 and January 8,
     2002.

     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.

     Halliburton's common stock is registered under Section 12 of the Securities
Exchange Act of 1934 and, accordingly, no description is provided hereunder.

     Under the Halliburton  Directors' Deferred Compensation Plan,  non-employee
Directors  of  Halliburton  may at any time  elect to defer all or a portion  of
their  compensation  for services as a Director  until after their Board service
terminates.  The amounts of compensation deferred by participants under the Plan
are referred to as "Deferred Compensation Obligations." The Plan is administered
by a committee of Directors (the "Committee")  appointed by Halliburton's  Board
of Directors.

     A  participant  may  elect to have  his or her  deferred  compensation  and
earnings thereon held subject to interest ("Deferred  Compensation  Account") or
translated into stock  equivalents  based on Halliburton's  common stock ("Stock
Equivalents   Account").   Amounts   allocated  to  a   participant's   Deferred
Compensation Account is credited quarterly with an amount equivalent to interest
at Citibank N.A.'s prime rate for major corporate borrowers. The number of stock
equivalents,  or fractions thereof,  to be credited quarterly to a participant's
Stock  Equivalents  Account is  determined  by  dividing  the amount of deferred
compensation  by the  market  price of  Halliburton's  common  stock on the last
trading  day of the  fiscal  quarter.  Such  Stock  Equivalents  Account is also
credited with any dividends or other distributions paid during the quarter which
the  participant  would  have  received  if he or she had been the  owner of the
number of shares of common stock equal to the number of stock equivalents in his
or her Stock Equivalents Account on the applicable record date.

     The Deferred Compensation Obligations will be payable following termination
of Board service in one of the following  forms,  as determined by the Committee
(defined  below) in its sole  discretion:  (a) single  lump sum;  (b) five equal
annual installments; or (c) ten equal annual installments.  The lump sum payment
or initial  annual  installment  will be distributed on the last business day of
January following the close of the calendar year in which service terminates. If

<PAGE>

a participant  should die, the  undistributed  balance of his or her  account(s)
will  be  paid  to his or her  estate  or  personal  representative  as  soon as
administratively  feasible.  Amounts  from  a  participant's  Stock  Equivalents
Account will be distributed in shares of Halliburton's common stock.

     The Deferred Compensation  Obligations are unsecured general obligations of
Halliburton  and  will  rank  equally  with  other  unsecured   indebtedness  of
Halliburton.  Benefits  under the Plan may not be assigned or alienated,  either
voluntarily  or  involuntarily,  other  than by will or the  applicable  laws of
descent and distribution.

     Halliburton may amend or terminate the Plan at any time; provided, however,
that no such amendment or  termination  may deprive a participant of the amounts
allocated to his or her  account(s) or be retroactive in effect to the prejudice
of any participant.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

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.

<Page>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

4.1      Halliburton  Company Directors' Deferred  Compensation Plan, as amended
         and restated  effective February 1, 2001  (incorporated by reference to
         Exhibit 10.3 to Halliburton's Form 10-K for the year ended December 31,
         2000).

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.

<Page>


     (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.

<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
January, 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.

<Table>
<Caption>

              SIGNATURE                                    TITLE                               DATE
              ---------                                    -----                               ----
     <S>                                        <C>                                       <C>

             /s/ David J. Lesar                 Chairman of the Board, President          January 8, 2002
     -----------------------------------        and Chief Executive Officer
               David J. Lesar                   and Director
                                                (Principal Executive Officer)

            /s/ Douglas L. Foshee               Executive Vice President                  January 8, 2002
     -----------------------------------        and Chief Financial Officer
              Douglas L. Foshee                 (Principal Financial Officer)

        /s/ R. Charles Muchmore, Jr.            Vice President and Controller             January 8, 2002
     -----------------------------------        (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




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

 Date: January 8, 2002

</Table>

<Page>


                                INDEX TO EXHIBITS

Exhibit
Number                            Description
-------                           -----------

 4.1              Halliburton Company Directors'  Deferred Compensation Plan, as
                  amended and restated effective February 1, 2001  (incorporated
                  by  reference to Exhibit  10.3 to Halliburton's  Form 10-K for
                  the year ended December 31, 2000).

 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": "eds8_1802.txt", "secsgml_size_bytes": 23370}]
{"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": "333-76496", "film-number": "2505436"}, "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 January 9, 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 DIRECTORS' DEFERRED COMPENSATION 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 (1)              AMOUNT           MAXIMUM           MAXIMUM         AMOUNT OF
                                                TO BE          OFFERING          AGGREGATE      REGISTRATION
                                           REGISTERED (2)        PRICE           OFFERING            FEE
                                                               PER UNIT          PRICE (2)
------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations

Common Stock, par value $2.50
============================================================================================================
                Total                       $10,000,000          100%          $10,000,000         $2,390
============================================================================================================

(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
Halliburton  Company to pay deferred  compensation in the future to non-employee
directors of Halliburton Company in accordance with the terms of the Halliburton
Company Directors' Deferred Compensation Plan.
(2) Not specified as to each class of  securities  to be registered  pursuant to
Rule 457(o).  The amount to be registered is estimated solely for the purpose of
calculating  the  registration  fee and includes  such  indeterminate  number of
shares of  Halliburton  Company  Common Stock as may be issued at  indeterminate
prices in fulfillment of certain Deferred Compensation Obligations.

============================================================================================================
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; November 7,
     2001;  November 27, 2001; December 4, 2001;  December 7, 2001; December 11,
     2001; December 12, 2001; December 20, 2001;  January 4, 2002 and January 8,
     2002.

     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.

     Halliburton's common stock is registered under Section 12 of the Securities
Exchange Act of 1934 and, accordingly, no description is provided hereunder.

     Under the Halliburton  Directors' Deferred Compensation Plan,  non-employee
Directors  of  Halliburton  may at any time  elect to defer all or a portion  of
their  compensation  for services as a Director  until after their Board service
terminates.  The amounts of compensation deferred by participants under the Plan
are referred to as "Deferred Compensation Obligations." The Plan is administered
by a committee of Directors (the "Committee")  appointed by Halliburton's  Board
of Directors.

     A  participant  may  elect to have  his or her  deferred  compensation  and
earnings thereon held subject to interest ("Deferred  Compensation  Account") or
translated into stock  equivalents  based on Halliburton's  common stock ("Stock
Equivalents   Account").   Amounts   allocated  to  a   participant's   Deferred
Compensation Account is credited quarterly with an amount equivalent to interest
at Citibank N.A.'s prime rate for major corporate borrowers. The number of stock
equivalents,  or fractions thereof,  to be credited quarterly to a participant's
Stock  Equivalents  Account is  determined  by  dividing  the amount of deferred
compensation  by the  market  price of  Halliburton's  common  stock on the last
trading  day of the  fiscal  quarter.  Such  Stock  Equivalents  Account is also
credited with any dividends or other distributions paid during the quarter which
the  participant  would  have  received  if he or she had been the  owner of the
number of shares of common stock equal to the number of stock equivalents in his
or her Stock Equivalents Account on the applicable record date.

     The Deferred Compensation Obligations will be payable following termination
of Board service in one of the following  forms,  as determined by the Committee
(defined  below) in its sole  discretion:  (a) single  lump sum;  (b) five equal
annual installments; or (c) ten equal annual installments.  The lump sum payment
or initial  annual  installment  will be distributed on the last business day of
January following the close of the calendar year in which service terminates. If
a participant  should die, the  undistributed  balance of his or her  account(s)
will  be  paid  to his or her  estate  or  personal  representative  as  soon as
administratively  feasible.  Amounts  from  a  participant's  Stock  Equivalents
Account will be distributed in shares of Halliburton's common stock.

     The Deferred Compensation  Obligations are unsecured general obligations of
Halliburton  and  will  rank  equally  with  other  unsecured   indebtedness  of
Halliburton.  Benefits  under the Plan may not be assigned or alienated,  either
voluntarily  or  involuntarily,  other  than by will or the  applicable  laws of
descent and distribution.

     Halliburton may amend or terminate the Plan at any time; provided, however,
that no such amendment or  termination  may deprive a participant of the amounts
allocated to his or her  account(s) or be retroactive in effect to the prejudice
of any participant.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

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      Halliburton  Company Directors' Deferred  Compensation Plan, as amended
         and restated  effective February 1, 2001  (incorporated by reference to
         Exhibit 10.3 to Halliburton's Form 10-K for the year ended December 31,
         2000).

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
January, 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.
SIGNATURE                                    TITLE                               DATE
              ---------                                    -----                               ----
/s/ David J. Lesar                 Chairman of the Board, President          January 8, 2002
     -----------------------------------        and Chief Executive Officer
               David J. Lesar                   and Director
                                                (Principal Executive Officer)

            /s/ Douglas L. Foshee               Executive Vice President                  January 8, 2002
     -----------------------------------        and Chief Financial Officer
              Douglas L. Foshee                 (Principal Financial Officer)

        /s/ R. Charles Muchmore, Jr.            Vice President and Controller             January 8, 2002
     -----------------------------------        (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: January 8, 2002
INDEX TO EXHIBITS

Exhibit
Number                            Description
-------                           -----------

 4.1              Halliburton Company Directors'  Deferred Compensation Plan, as
                  amended and restated effective February 1, 2001  (incorporated
                  by  reference to Exhibit  10.3 to Halliburton's  Form 10-K for
                  the year ended December 31, 2000).

 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