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


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

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

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


                               3600 Lincoln Plaza
                                500 N. Akard St.
                               Dallas, Texas 75201
                    (Address of principal executive offices)

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

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

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


<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

================================================ ---------------- ---------------- ------------------ --------------
              Title of Securities                                    Proposed          Proposed
               to be registered                      Amount           maximum           maximum         Amount of
                                                      to be          offering          aggregate      registration
                                                   registered          price           offering            fee
                                                                     per share           price
================================================ ================ ================ ================== ==============
<S>                                              <C>              <C>              <C>                <C>
Common Stock, $2.50 par value (including           12,288,200      $54.34375(2)     $667,786,869(2)     $202,360
Preferred Stock Purchase Rights)                    shares(1)
================================================ ================ ================ ================== ==============
<FN>
(1) Also  registered  hereby are an  indeterminate  number of shares  (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits,  stock
dividends  and similar  transactions.  (2)  Estimated  solely for the purpose of
calculating the registration  fee for the securities to be registered  hereby on
the basis of the  average of the high and low prices of the Common  Stock of the
Company  reported in the  consolidated  reporting  system on November  19, 1997.
Pursuant to Rule 429, the  Prospectus  relating to this  Registration  Statement
also relates to an earlier Registration  Statement filed for offerings under the
Registrant's  1993  Stock  and  Long-Term   Incentive  Plan   (Registration  No.
33-54881).  As of November  12,  1997,  approximately  1,506,136  shares  remain
available on a split-adjusted basis under such prior Registration Statement, for
which shares an aggregate registration fee of approximately $8,494 was paid.
</FN>
</TABLE>

<PAGE>

          INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

          (a) The  Registrant's  Annual  Report on Form 10-K for the year  ended
     December 31, 1996;

         (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
     ended March 31, 1997, June 30, 1997 and September 30, 1997;

         (c) The  Registrant's  Current  Reports on Form 8-K dated  January  13,
     1997,  January 22, 1997, January 29, 1997,  February 6, 1997,  February 11,
     1997 (two reports), February 20, 1997, March 3, 1997, March 14, 1997, March
     27, 1997, April 23, 1997, May 7, 1997 (two reports),  May 20, 1997, May 21,
     1997,  May 28,  1997,  May 29,  1997,  June 2,  1997,  June 10,  1997  (two
     reports),  July 1, 1997, July 2, 1997 (two reports), July 8, 1997, July 14,
     1997,  July 17, 1997, July 18, 1997, July 23, 1997, July 25, 1997, July 31,
     1997 (two reports),  August 5, 1997,  August 29, 1997,  September 30, 1997,
     October 20, 1997, October 22, 1997 and October 30, 1997 (two reports); and

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

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 8.       Exhibits.

4.1      Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3.1 to Registrant's  Registration  Statement on
         Form S-3 (File No.  333-32731)  filed with the  Securities and Exchange
         Commission on August 1, 1997).

4.2      Registrant's  By-laws, as amended (incorporated by reference to Exhibit
         3.2 to  Registrant's  Registration  Statement  on Form  S-3  (File  No.
         333-32731) filed with the Securities and Exchange  Commission on August
         1, 1997).

5        Opinion of Vinson & Elkins L.L.P. as to the legality of the  securities
         being registered.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5).

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

                                   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


                                       2
<PAGE>

Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Dallas,  State of  Texas,  on this the 20th day of
November, 1997.

                                            HALLIBURTON COMPANY


                                            By  /s/ RICHARD B. CHENEY
                                               -----------------------
                                                Richard B. Cheney
                                                Chairman of the Board 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/ RICHARD B. CHENEY               Chairman of the Board and                November 20, 1997
--------------------------------------------
              Richard B. Cheney                 Chief Executive Officer
                                                and Director
                                                (Principal Executive Officer)


             /s/ GARY V. MORRIS                 Executive Vice President                 November 20, 1997
--------------------------------------------
               Gary V. Morris                   and Chief Financial Officer
                                                (Principal Financial Officer)


        /s/ R. CHARLES MUCHMORE, JR.            Vice President and Controller            November 20, 1997
          R. Charles Muchmore, Jr.              (Principal Accounting Officer)


            *  ANNE L. ARMSTRONG                Director
              Anne L. Armstrong


              *  LORD CLITHEROE                 Director
               Lord Clitheroe


            *  ROBERT L. CRANDALL               Director
             Robert L. Crandall


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


              *  DALE P. JONES                  Director
                Dale P. Jones


             *  DELANO E. LEWIS                 Director
               Delano E. Lewis

                                       3
<PAGE>


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


            *  ROGER T. STAUBACH                Director
              Roger T. Staubach


          *  RICHARD J. STEGEMEIER              Director
            Richard J. Stegemeier



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

 Date: November 20, 1997

</TABLE>

                                      4
<PAGE>
<TABLE>

                                INDEX TO EXHIBITS
<CAPTION>

Exhibit           Description                                                                             Sequentially
No.                                                                                                       Numbered
                                                                                                          Page
<S>      <C>                                                                                              <C>

 *4.1    Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3.1 to Registrant's  Registration  Statement on
         Form S-3 (File No.  333-32731)  filed with the  Securities and Exchange
         Commission on August 1, 1997).

 *4.2    Registrant's  By-laws, as amended (incorporated by reference to Exhibit
         3.2 to  Registrant's  Registration  Statement  on Form  S-3  (File  No.
         333-32731) filed with the Securities and Exchange  Commission on August
         1, 1997).

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

**5      Opinion   of   Vinson  &  Elkins  L.L.P.  as to  the  legality  of  the
         securities being registered.
                                                                                                             6

**23.1   Consent of Arthur Andersen LLP.
                                                                                                             8

**23.2   Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5).
                                                                                                             6

 *24     Powers   of   Attorney   (incorporated   by  reference  to  Exhibit  24
to Registrant's Post-Effective  Amendment No. 1 on Form S-8 (File No.  33-54881)
filed with the  Securities  and Exchange Commission on May 16, 1997).
<FN>
*  Previously filed.
**Filed herewith.
</FN>
</TABLE>

                                       5
[{"type": "S-8", "sequence": "1", "description": "1993 INCENTIVE PLAN", "secsgml_size_bytes": 12898}]
{"company-data": {"conformed-name": "HALLIBURTON CO", "cik": "0000045012", "assigned-sic": "1600", "irs-number": "752677995", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40717", "film-number": "97725707"}, "business-address": {"street1": "3600 LINCOLN PLZ", "street2": "500 N AKARD ST", "city": "DALLAS", "state": "TX", "zip": "75201-3391", "phone": "2149782600"}, "former-company": {"former-conformed-name": "HALLIBURTON OIL WELL CEMENTING CO", "date-changed": "19660911"}}
Registration No.
                                                                    ------------

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

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

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

                               3600 Lincoln Plaza
                                500 N. Akard St.
                               Dallas, Texas 75201
                    (Address of principal executive offices)

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

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

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

                         CALCULATION OF REGISTRATION FEE
================================================ ---------------- ---------------- ------------------ --------------
              Title of Securities                                    Proposed          Proposed
               to be registered                      Amount           maximum           maximum         Amount of
                                                      to be          offering          aggregate      registration
                                                   registered          price           offering            fee
                                                                     per share           price
================================================ ================ ================ ================== ==============
Common Stock, $2.50 par value (including           12,288,200      $54.34375(2)     $667,786,869(2)     $202,360
Preferred Stock Purchase Rights)                    shares(1)
================================================ ================ ================ ================== ==============
(1) Also  registered  hereby are an  indeterminate  number of shares  (including
Preferred Stock Purchase Rights) as may become issuable because of provisions of
the Plan relating to adjustments for changes resulting from stock splits,  stock
dividends  and similar  transactions.  (2)  Estimated  solely for the purpose of
calculating the registration  fee for the securities to be registered  hereby on
the basis of the  average of the high and low prices of the Common  Stock of the
Company  reported in the  consolidated  reporting  system on November  19, 1997.
Pursuant to Rule 429, the  Prospectus  relating to this  Registration  Statement
also relates to an earlier Registration  Statement filed for offerings under the
Registrant's  1993  Stock  and  Long-Term   Incentive  Plan   (Registration  No.
33-54881).  As of November  12,  1997,  approximately  1,506,136  shares  remain
available on a split-adjusted basis under such prior Registration Statement, for
which shares an aggregate registration fee of approximately $8,494 was paid.
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

          (a) The  Registrant's  Annual  Report on Form 10-K for the year  ended
     December 31, 1996;

         (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the quarters
     ended March 31, 1997, June 30, 1997 and September 30, 1997;

         (c) The  Registrant's  Current  Reports on Form 8-K dated  January  13,
     1997,  January 22, 1997, January 29, 1997,  February 6, 1997,  February 11,
     1997 (two reports), February 20, 1997, March 3, 1997, March 14, 1997, March
     27, 1997, April 23, 1997, May 7, 1997 (two reports),  May 20, 1997, May 21,
     1997,  May 28,  1997,  May 29,  1997,  June 2,  1997,  June 10,  1997  (two
     reports),  July 1, 1997, July 2, 1997 (two reports), July 8, 1997, July 14,
     1997,  July 17, 1997, July 18, 1997, July 23, 1997, July 25, 1997, July 31,
     1997 (two reports),  August 5, 1997,  August 29, 1997,  September 30, 1997,
     October 20, 1997, October 22, 1997 and October 30, 1997 (two reports); and

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

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 8.       Exhibits.

4.1      Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3.1 to Registrant's  Registration  Statement on
         Form S-3 (File No.  333-32731)  filed with the  Securities and Exchange
         Commission on August 1, 1997).

4.2      Registrant's  By-laws, as amended (incorporated by reference to Exhibit
         3.2 to  Registrant's  Registration  Statement  on Form  S-3  (File  No.
         333-32731) filed with the Securities and Exchange  Commission on August
         1, 1997).

5        Opinion of Vinson & Elkins L.L.P. as to the legality of the  securities
         being registered.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5).

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

                                   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

                                       2
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Dallas,  State of  Texas,  on this the 20th day of
November, 1997.

                                            HALLIBURTON COMPANY

                                            By  /s/ RICHARD B. CHENEY
                                               -----------------------
                                                Richard B. Cheney
                                                Chairman of the Board 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/ RICHARD B. CHENEY               Chairman of the Board and                November 20, 1997
--------------------------------------------
              Richard B. Cheney                 Chief Executive Officer
                                                and Director
                                                (Principal Executive Officer)

             /s/ GARY V. MORRIS                 Executive Vice President                 November 20, 1997
--------------------------------------------
               Gary V. Morris                   and Chief Financial Officer
                                                (Principal Financial Officer)

        /s/ R. CHARLES MUCHMORE, JR.            Vice President and Controller            November 20, 1997
          R. Charles Muchmore, Jr.              (Principal Accounting Officer)

            *  ANNE L. ARMSTRONG                Director
              Anne L. Armstrong

              *  LORD CLITHEROE                 Director
               Lord Clitheroe

            *  ROBERT L. CRANDALL               Director
             Robert L. Crandall

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

              *  DALE P. JONES                  Director
                Dale P. Jones

             *  DELANO E. LEWIS                 Director
               Delano E. Lewis

                                       3
*  C. J. SILAS                   Director
                 C. J. Silas

            *  ROGER T. STAUBACH                Director
              Roger T. Staubach

          *  RICHARD J. STEGEMEIER              Director
            Richard J. Stegemeier

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

 Date: November 20, 1997
4
INDEX TO EXHIBITS
Exhibit           Description                                                                             Sequentially
No.                                                                                                       Numbered
                                                                                                          Page
*4.1    Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3.1 to Registrant's  Registration  Statement on
         Form S-3 (File No.  333-32731)  filed with the  Securities and Exchange
         Commission on August 1, 1997).

 *4.2    Registrant's  By-laws, as amended (incorporated by reference to Exhibit
         3.2 to  Registrant's  Registration  Statement  on Form  S-3  (File  No.
         333-32731) filed with the Securities and Exchange  Commission on August
         1, 1997).

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

**5      Opinion   of   Vinson  &  Elkins  L.L.P.  as to  the  legality  of  the
         securities being registered.
                                                                                                             6

**23.1   Consent of Arthur Andersen LLP.
                                                                                                             8

**23.2   Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5).
                                                                                                             6

 *24     Powers   of   Attorney   (incorporated   by  reference  to  Exhibit  24
to Registrant's Post-Effective  Amendment No. 1 on Form S-8 (File No.  33-54881)
filed with the  Securities  and Exchange Commission on May 16, 1997).
*  Previously filed.
**Filed herewith.
5