As filed with the Securities and Exchange Commission on April 12, 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 North Akard Street
                           Dallas, Texas 75201-3391
        (Address of principal executive offices, including zip code)

                             --------------------
                   Halliburton Retirement and Savings Plan
           (formerly Halliburton Profit Sharing and Savings Plan)
          Brown & Root, Inc. Employees' Retirement and Savings Plan

                           Halliburton Savings Plan
                           (Full title of the plans)

                             --------------------

                              Lester L. Coleman
                   Executive Vice President and General Counsel
                               Halliburton Company
                               3600 Lincoln Plaza
                              500 North Akard Street
                             Dallas, Texas 75201-3391
                      (Name and address of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                        Proposed maximum       Proposed maximum
     Title of securities            Amount to be         offering price       aggregate offering        Amount of
       to be registered            registered(1)          per share(2)             price(2)         registration fee
------------------------------- --------------------- --------------------- ----------------------- ------------------
<S>                             <C>                   <C>                   <C>                     <C>
Common Stock, $2.50 par value    15,000,000 shares          $16.555             $248,325,000          $22,845.90
(including preferred
stock purchase rights)(3)
======================================================================================================================
<FN>
(1)    The  offer  and  sale  of  a  total  of  1,000,000 shares of Common Stock
       pursuant to the  terms  of  the  Halliburton  Retirement and Savings Plan
       (formerly   the  Halliburton  Profit  Sharing  and  Savings Plan) and the
       Brown  &  Root,  Inc.   Employees'   Retirement   and  Savings  Plan  was
       previously  registered   on  a   Registration   Statement   on  Form  S-8
       (Registration No. 333-83223).  The  offer  and sale of a total of 100,000
       shares  of  Common  Stock  pursuant to  the  Halliburton Savings Plan was
       previously   registered   on   a   Registration  Statement  on  Form  S-8
       (Registration No. 333-55747).
(2)    Estimated solely  for  purposes  of  calculating  the registration fee in
       accordance  with  Rule  457(c)  based on the high and low prices reported
       on the New York Stock Exchange on April 5, 2002.
(3)    Pursuant  to  Rule 416(c),  this  registration  statement  also covers an
       indeterminate amount of interests in the plans named above.
</FN>
</TABLE>


<PAGE>

                                EXPLANATORY NOTE

         The assets of the  Halliburton  Retirement  and Savings  Plan (the "R&S
Plan"), the Brown & Root, Inc. Employees'  Retirement and Savings Plan (the "B&R
Plan") and the Halliburton  Savings Plan (the "Savings Plan" and,  together with
the R&S Plan and B&R Plan,  the  "Plans")  are held in the  Halliburton  Company
Employee Benefit Master Trust (the "Master Trust").

         The assets of the Master  Trust are  segregated  into  eleven  funds in
which the Plans may participate.  One of the investment funds invests  primarily
in the common stock of Halliburton Company (the  "Registrant").  The combination
of the Plans' assets is only for investment purposes, and each Plan continues to
be operated under its current plan document. All investments of the Master Trust
are held by State Street Bank and Trust Company,  as trustee of the Master Trust
and as trustee of each of the Plans.


<PAGE>

                                   PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents,  which have been filed with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"), by the Registrant,  the R&S Plan, the
B&R Plan or the Savings Plan are  incorporated  herein by  reference  and made a
part hereof:

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

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

            (c)  the Registrant's  Current  Reports  on  Form 8-K filed with the
                 Commission  on  January 4, 2002;  January 8, 2002;  January 28,
                 2002(2); February 1, 2002; February 13, 2002; February 15, 2002
                 (2);  February 27, 2002;  March 14, 2002;  and  March 21, 2002;

            (d)  the R&S  Plan's Annual Report  on Form 11-K for the fiscal year
                 ended December 31, 2000;

            (e)  the B&R Plan's  Annual Report on  Form 11-K for the fiscal year
                 ended December 31, 2000; and

            (f)  the Savings  Plan's  Annual  Report on Form 11-K for the fiscal
                 year ended December 31, 2000.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

         The  consolidated  financial  statements  included in the  Registrant's
Annual Report on Form 10-K incorporated herein by reference have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
report with  respect  thereto,  and are  included  herein in  reliance  upon the
authority  of said firm as experts in  accounting  and  auditing  in giving said
reports.

                                    II-1

<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation has the power, under specified
circumstances,  to indemnify its  directors,  officers,  employees and agents 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 such  directors,  officers,  employees or agents,  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred in any such 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  such  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 By-Laws
were adopted or as may be  thereafter  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 any other entity against any expense,
liability or loss,  regardless of whether the Registrant would have the power to
indemnify such person against such 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, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
liability for  unauthorized  acquisitions  or  redemptions  of, or dividends on,
capital stock) or (iv) for any  transaction  from which the director  derived an
improper personal benefit.  Article XV of the Registrant's  Restated Certificate
of Incorporation contains such a provision.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Unless otherwise  indicated below as being incorporated by reference to
another  filing of the  Registrant  with the  Commission,  each of the following
exhibits is filed herewith:

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

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

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

         23.1     - Consent of Arthur Andersen LLP.


                                    II-2

<PAGE>

         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

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

                                 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:

               (a)   to include  any  prospectus required by Section 10(a)(3) of
         the Securities Act;

               (b)   to  reflect  in the prospectus any  facts or events arising
         after the  effective date  of this 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 this registration statement; and

               (c)   to include  any  material  information  with respect to the
         plan of distribution  not  previously  disclosed  in  this registration
         statement  or   any  material  change  to  such  information  in   this
         registration statement;

provided,  however,  that  paragraphs  (1)(a)  and  (1)(b)  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement;

         (2)   that, for the  purpose  of determining  any liability  under  the
Securities 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;

         (4)   that, for the  purposes  of  determining  any liability under the
Securities Act,  each filing  of  the  Registrant's  annual  report  pursuant to
Section 13(a) or Section 15(d) of  the Exchange Act  and each filing of a Plan's
annual report pursuant to Section 15(d) of the Exchange Act that is incorporated
by reference  in  this  registration  statement  shall  be  deemed  to  be a new
registration statement  relating  to  the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (5)   insofar as  indemnification for  liabilities  arising  under  the
Securities Act may be  permitted to directors,  officers and controlling persons


                                   II-3

<PAGE>

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 Securities Act and
is, therefore, unenforceable.  If  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  Securities  Act and will be governed by the final
adjudication of such issue.

                                   II-4

<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 the 10th day of April,
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 below by the  following  persons in the
capacities indicated on the 10th day of April, 2002.

<TABLE>
<CAPTION>
             Signature                                                  Title
<S>                                                            <C>
   /s/ David J. Lesar
---------------------------------------------
   David J. Lesar                                              Chairman of the Board, President, Chief Executive
                                                               Officer and Director (Principal Executive Officer)

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

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

*   Lord Clitheroe
---------------------------------------------
    Lord Clitheroe                                             Director

*   Robert L. Crandall
---------------------------------------------
    Robert L. Crandall                                         Director

*   Kenneth T. Derr
---------------------------------------------
    Kenneth T. Derr                                            Director

*   Charles J. DiBona
---------------------------------------------
    Charles J. DiBona                                          Director

*   Lawrence S. Eagleburger
---------------------------------------------
    Lawrence S. Eagleburger                                    Director

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

*   Ray L. Hunt
---------------------------------------------
    Ray L. Hunt                                                Director

*   Aylwin B. Lewis
---------------------------------------------
    Aylwin B. Lewis                                            Director


                                   II-5

<PAGE>

             Signature                                                  Title

*   J. Landis Martin
---------------------------------------------
    J. Landis Martin                                           Director

*   Jay A. Precourt
---------------------------------------------
    Jay A. Precourt                                            Director

*   Debra L. Reed
---------------------------------------------
    Debra L. Reed                                              Director

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

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


         Pursuant to the  requirements  of the  Securities  Act of 1933, the R&S
Plan,  the B&R Plan and the  Savings  Plan have duly  caused  this  registration
statement  to be  signed  on their  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of  Dallas,  State of Texas,  on the 10th day of April,
2002.

                                       HALLIBURTON RETIREMENT AND
                                       SAVINGS PLAN


                                       By: /s/  Margaret E. Carriere
                                          --------------------------------------
                                                Margaret E. Carriere
                                                Chairperson of the Halliburton
                                                Company Benefits Committee


                                       BROWN & ROOT, INC. EMPLOYEES'
                                       RETIREMENT AND SAVINGS PLAN


                                       By: /s/  Margaret E. Carriere
                                          --------------------------------------
                                                Margaret E. Carriere
                                                Chairperson of the Halliburton
                                                Company Benefits Committee


                                       HALLIBURTON SAVINGS PLAN


                                       By: /s/  Margaret E. Carriere
                                          --------------------------------------
                                                Margaret E. Carriere
                                                Chairperson of the Halliburton
                                                Company Benefits Committee



                                   II-6

<PAGE>


                              EXHIBIT INDEX

Exhibit
Number                            Description

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

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

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

    23.1      Consent of Arthur Andersen LLP.

    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_41202.txt", "secsgml_size_bytes": 24747}]
{"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": "333-86080", "film-number": "02608945"}, "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 April 12, 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 North Akard Street
                           Dallas, Texas 75201-3391
        (Address of principal executive offices, including zip code)

                             --------------------
                   Halliburton Retirement and Savings Plan
           (formerly Halliburton Profit Sharing and Savings Plan)
          Brown & Root, Inc. Employees' Retirement and Savings Plan

                           Halliburton Savings Plan
                           (Full title of the plans)

                             --------------------

                              Lester L. Coleman
                   Executive Vice President and General Counsel
                               Halliburton Company
                               3600 Lincoln Plaza
                              500 North Akard Street
                             Dallas, Texas 75201-3391
                      (Name and address of agent for service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
                                                        Proposed maximum       Proposed maximum
     Title of securities            Amount to be         offering price       aggregate offering        Amount of
       to be registered            registered(1)          per share(2)             price(2)         registration fee
------------------------------- --------------------- --------------------- ----------------------- ------------------
Common Stock, $2.50 par value    15,000,000 shares          $16.555             $248,325,000          $22,845.90
(including preferred
stock purchase rights)(3)
======================================================================================================================
(1)    The  offer  and  sale  of  a  total  of  1,000,000 shares of Common Stock
       pursuant to the  terms  of  the  Halliburton  Retirement and Savings Plan
       (formerly   the  Halliburton  Profit  Sharing  and  Savings Plan) and the
       Brown  &  Root,  Inc.   Employees'   Retirement   and  Savings  Plan  was
       previously  registered   on  a   Registration   Statement   on  Form  S-8
       (Registration No. 333-83223).  The  offer  and sale of a total of 100,000
       shares  of  Common  Stock  pursuant to  the  Halliburton Savings Plan was
       previously   registered   on   a   Registration  Statement  on  Form  S-8
       (Registration No. 333-55747).
(2)    Estimated solely  for  purposes  of  calculating  the registration fee in
       accordance  with  Rule  457(c)  based on the high and low prices reported
       on the New York Stock Exchange on April 5, 2002.
(3)    Pursuant  to  Rule 416(c),  this  registration  statement  also covers an
       indeterminate amount of interests in the plans named above.
EXPLANATORY NOTE

         The assets of the  Halliburton  Retirement  and Savings  Plan (the "R&S
Plan"), the Brown & Root, Inc. Employees'  Retirement and Savings Plan (the "B&R
Plan") and the Halliburton  Savings Plan (the "Savings Plan" and,  together with
the R&S Plan and B&R Plan,  the  "Plans")  are held in the  Halliburton  Company
Employee Benefit Master Trust (the "Master Trust").

         The assets of the Master  Trust are  segregated  into  eleven  funds in
which the Plans may participate.  One of the investment funds invests  primarily
in the common stock of Halliburton Company (the  "Registrant").  The combination
of the Plans' assets is only for investment purposes, and each Plan continues to
be operated under its current plan document. All investments of the Master Trust
are held by State Street Bank and Trust Company,  as trustee of the Master Trust
and as trustee of each of the Plans.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents,  which have been filed with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"), by the Registrant,  the R&S Plan, the
B&R Plan or the Savings Plan are  incorporated  herein by  reference  and made a
part hereof:

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

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

            (c)  the Registrant's  Current  Reports  on  Form 8-K filed with the
                 Commission  on  January 4, 2002;  January 8, 2002;  January 28,
                 2002(2); February 1, 2002; February 13, 2002; February 15, 2002
                 (2);  February 27, 2002;  March 14, 2002;  and  March 21, 2002;

            (d)  the R&S  Plan's Annual Report  on Form 11-K for the fiscal year
                 ended December 31, 2000;

            (e)  the B&R Plan's  Annual Report on  Form 11-K for the fiscal year
                 ended December 31, 2000; and

            (f)  the Savings  Plan's  Annual  Report on Form 11-K for the fiscal
                 year ended December 31, 2000.

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

         The  consolidated  financial  statements  included in the  Registrant's
Annual Report on Form 10-K incorporated herein by reference have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
report with  respect  thereto,  and are  included  herein in  reliance  upon the
authority  of said firm as experts in  accounting  and  auditing  in giving said
reports.

                                    II-1
Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides that a Delaware corporation has the power, under specified
circumstances,  to indemnify its  directors,  officers,  employees and agents 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 such  directors,  officers,  employees or agents,  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred in any such 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  such  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 By-Laws
were adopted or as may be  thereafter  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 any other entity against any expense,
liability or loss,  regardless of whether the Registrant would have the power to
indemnify such person against such 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, provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (relating  to
liability for  unauthorized  acquisitions  or  redemptions  of, or dividends on,
capital stock) or (iv) for any  transaction  from which the director  derived an
improper personal benefit.  Article XV of the Registrant's  Restated Certificate
of Incorporation contains such a provision.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Unless otherwise  indicated below as being incorporated by reference to
another  filing of the  Registrant  with the  Commission,  each of the following
exhibits is filed herewith:

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

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

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

         23.1     - Consent of Arthur Andersen LLP.

                                    II-2
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

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

                                 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:

               (a)   to include  any  prospectus required by Section 10(a)(3) of
         the Securities Act;

               (b)   to  reflect  in the prospectus any  facts or events arising
         after the  effective date  of this 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 this registration statement; and

               (c)   to include  any  material  information  with respect to the
         plan of distribution  not  previously  disclosed  in  this registration
         statement  or   any  material  change  to  such  information  in   this
         registration statement;

provided,  however,  that  paragraphs  (1)(a)  and  (1)(b)  do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this registration statement;

         (2)   that, for the  purpose  of determining  any liability  under  the
Securities 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;

         (4)   that, for the  purposes  of  determining  any liability under the
Securities Act,  each filing  of  the  Registrant's  annual  report  pursuant to
Section 13(a) or Section 15(d) of  the Exchange Act  and each filing of a Plan's
annual report pursuant to Section 15(d) of the Exchange Act that is incorporated
by reference  in  this  registration  statement  shall  be  deemed  to  be a new
registration statement  relating  to  the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

         (5)   insofar as  indemnification for  liabilities  arising  under  the
Securities Act may be  permitted to directors,  officers and controlling persons

                                   II-3
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 Securities Act and
is, therefore, unenforceable.  If  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  Securities  Act and will be governed by the final
adjudication of such issue.

                                   II-4
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 the 10th day of April,
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 below by the  following  persons in the
capacities indicated on the 10th day of April, 2002.
Signature                                                  Title
/s/ David J. Lesar
---------------------------------------------
   David J. Lesar                                              Chairman of the Board, President, Chief Executive
                                                               Officer and Director (Principal Executive Officer)

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

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

*   Lord Clitheroe
---------------------------------------------
    Lord Clitheroe                                             Director

*   Robert L. Crandall
---------------------------------------------
    Robert L. Crandall                                         Director

*   Kenneth T. Derr
---------------------------------------------
    Kenneth T. Derr                                            Director

*   Charles J. DiBona
---------------------------------------------
    Charles J. DiBona                                          Director

*   Lawrence S. Eagleburger
---------------------------------------------
    Lawrence S. Eagleburger                                    Director

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

*   Ray L. Hunt
---------------------------------------------
    Ray L. Hunt                                                Director

*   Aylwin B. Lewis
---------------------------------------------
    Aylwin B. Lewis                                            Director

                                   II-5
Signature                                                  Title

*   J. Landis Martin
---------------------------------------------
    J. Landis Martin                                           Director

*   Jay A. Precourt
---------------------------------------------
    Jay A. Precourt                                            Director

*   Debra L. Reed
---------------------------------------------
    Debra L. Reed                                              Director

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

*   By:  /s/ Susan S. Keith
         ------------------------------------
             Susan S. Keith
             Pursuant to Power of Attorney
Pursuant to the  requirements  of the  Securities  Act of 1933, the R&S
Plan,  the B&R Plan and the  Savings  Plan have duly  caused  this  registration
statement  to be  signed  on their  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of  Dallas,  State of Texas,  on the 10th day of April,
2002.

                                       HALLIBURTON RETIREMENT AND
                                       SAVINGS PLAN

                                       By: /s/  Margaret E. Carriere
                                          --------------------------------------
                                                Margaret E. Carriere
                                                Chairperson of the Halliburton
                                                Company Benefits Committee

                                       BROWN & ROOT, INC. EMPLOYEES'
                                       RETIREMENT AND SAVINGS PLAN

                                       By: /s/  Margaret E. Carriere
                                          --------------------------------------
                                                Margaret E. Carriere
                                                Chairperson of the Halliburton
                                                Company Benefits Committee

                                       HALLIBURTON SAVINGS PLAN

                                       By: /s/  Margaret E. Carriere
                                          --------------------------------------
                                                Margaret E. Carriere
                                                Chairperson of the Halliburton
                                                Company Benefits Committee

                                   II-6
EXHIBIT INDEX

Exhibit
Number                            Description

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

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

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

    23.1      Consent of Arthur Andersen LLP.

    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