As filed with the Securities and Exchange Commission on July 20, 1999
                                            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 Savings Plan
                            (Full title of the plan)

                                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)

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                    Proposed          Proposed
           Title of securities                   Amount             maximum           maximum          Amount of
            to be registered                     to be              offering          aggregate       registration
                                               registered             price           offering            fee
                                                                    per share           price
----------------------------------------   ------------------   ----------------   ----------------   ---------------
<S>                                        <C>                  <C>                <C>                <C>
                                                100,000         $46.2813   (2)     $4,628,130  (2)    $1,287

Common Stock, $2.50 par value (including        shares(1)
Preferred Stock Purchase Rights)
=====================================================================================================================
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement  also covers an  indeterminate  amount of  interests in the Plan named
above.
(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 July 13, 1999.
</FN>
</TABLE>


<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")  by  Halliburton  Company,  a Delaware
corporation  (the "Company"),  are  incorporated  herein by reference and made a
part hereof:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1998.

         (b) The Plan's Annual  Report on Form 11-K for the year ended  December
             31, 1998.

         (c) The  Company's  Quarterly  Report  on Form  10-Q for the  quarterly
             period ended March 31, 1999.

         (d)      The  Company's  Current  Reports on Form 8-K dated January 22,
                  1999; January 25, 1999;  February 18, 1999; February 19, 1999;
                  March 4, 1999; March 11, 1999; March 29, 1999; April 13, 1999;
                  April 21, 1999;  April 26, 1999;  May 18, 1999;  May 24, 1999;
                  June 4, 1999; and June 16, 1999.

         (e)      Description  of the Common Stock  contained  in the  Company's
                  Registration  Statement  on Form 8-B dated  December  12, 1996
                  (File No. 1-3492).

         All  documents  filed by the Company and the Plan  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(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 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under  Section  145 of the  General  Corporation  Law of the  State  of
Delaware (the "DGCL"),  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
Company's Restated Certificate of Incorporation  together with Section 39 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  Company  or is a person  who is or was  serving  at the  request  of the
Company 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  Company's  Restated
Certificate  of  Incorporation  and  the  By-Laws  were  adopted  or as  may  be
thereafter  amended.  Section 39 of the  Company's  By-Laws and Article X of its


                                       2
<PAGE>

Restated  Certificate of Incorporation  expressly  provide that they are not the
exclusive methods of indemnification.

         Section  39 of the  By-Laws  provides  that the  Company  may  maintain
insurance,  at its own expense,  to protect  itself and any  director,  officer,
employee  or agent of the  Company or of another  entity  against  any  expense,
liability  or loss,  regardless  of whether the Company  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 Company'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  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

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

         4.2      Halliburton  Company  By-Laws,  as  amended  (incorporated  by
                  reference to Exhibit 3 to the  Company's  Quarterly  Report on
                  Form 10-Q for the  quarterly  period ended  September 30, 1998
                  (File No. 1-3492)).

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

         4.4 Halliburton  Savings Plan, as amended and restated  effective April
             1, 1999.

         5.1      Opinion of Bruce A. Metzinger

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of PricewaterhouseCoopers.

         23.3     Consent of Bruce A. Metzinger (included in Exhibit 5.1).

         24.1     Powers of Attorney.

         The Registrant  will submit the Plan 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 Plan.



                                       3
<PAGE>

Item 9.  Undertakings.

         The undersigned 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;

                  (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 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  for 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.


                                       4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 July 19, 1999.


                                            HALLIBURTON COMPANY

                                            By: /s/  Richard B. Cheney
                                               ------------------------------
                                                     Richard B. Cheney
                                                     Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on July 19, 1999.



/s/ Richard B. Cheney                       Chief Executive Officer
------------------------------              and Director
Richard B. Cheney


/s/ Gary V. Morris                          Executive Vice President
------------------------------              and Chief Financial Officer
Gary V. Morris


/s/ R. Charles Muchmore, Jr.                Vice President, Controller
------------------------------              and Chief Accounting Officer
R. Charles Muchmore, Jr.


*ANNE L. ARMSTRONG                          Director
------------------------------
Anne L. Armstrong


*WILLIAM E. BRADFORD                        Chairman of the Board and
-------------------------------             Director
William E. Bradford


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


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


*CHARLES J. DIBONA                          Director
------------------------------
Charles J. DiBona


*LAWRENCE S. EAGLEBURGER                    Director
------------------------------
Lawrence S. Eagleburger


                                       5
<PAGE>


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


*RAY L. HUNT                                Director
------------------------------
Ray L. Hunt


*DELANO E. LEWIS                            Director
------------------------------
Delano E. Lewis


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


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


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


*RICHARD J. STEGEMEIER                      Director
------------------------------
Richard J. Stegemeier


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


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  administrators of the Plan have duly caused this Registration  Statement to
be signed on behalf of the Plan by the  undersigned,  thereunto duly authorized,
in the City of Dallas, State of Texas, on July 19, 1999.


                                            HALLIBURTON SAVINGS PLAN




                                            By: /s/ Celeste Colgan
                                               ------------------------------
                                                    Celeste Colgan, Chairman
                                                    Benefits Committee



                                       6
<PAGE>

Index to Exhibits filed with this Form S-8.

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

 4.4                       Halliburton  Savings  Plan,  as amended  and restated
                           effective April 1, 1999.

 5.1                       Opinion of Bruce A. Metzinger.

23.1                       Consent of Arthur Andersen LLP.

23.2                       Consent of PricewaterhouseCoopers.

24.1                       Powers of attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19089}]
{"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": "333-83223", "film-number": "99666911"}, "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"}}
As filed with the Securities and Exchange Commission on July 20, 1999
                                            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 Savings Plan
                            (Full title of the plan)

                                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)

                                 (214) 978-2600
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                    Proposed          Proposed
           Title of securities                   Amount             maximum           maximum          Amount of
            to be registered                     to be              offering          aggregate       registration
                                               registered             price           offering            fee
                                                                    per share           price
----------------------------------------   ------------------   ----------------   ----------------   ---------------
100,000         $46.2813   (2)     $4,628,130  (2)    $1,287

Common Stock, $2.50 par value (including        shares(1)
Preferred Stock Purchase Rights)
=====================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  Registration
Statement  also covers an  indeterminate  amount of  interests in the Plan named
above.
(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 July 13, 1999.
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")  by  Halliburton  Company,  a Delaware
corporation  (the "Company"),  are  incorporated  herein by reference and made a
part hereof:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1998.

         (b) The Plan's Annual  Report on Form 11-K for the year ended  December
             31, 1998.

         (c) The  Company's  Quarterly  Report  on Form  10-Q for the  quarterly
             period ended March 31, 1999.

         (d)      The  Company's  Current  Reports on Form 8-K dated January 22,
                  1999; January 25, 1999;  February 18, 1999; February 19, 1999;
                  March 4, 1999; March 11, 1999; March 29, 1999; April 13, 1999;
                  April 21, 1999;  April 26, 1999;  May 18, 1999;  May 24, 1999;
                  June 4, 1999; and June 16, 1999.

         (e)      Description  of the Common Stock  contained  in the  Company's
                  Registration  Statement  on Form 8-B dated  December  12, 1996
                  (File No. 1-3492).

         All  documents  filed by the Company and the Plan  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(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 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under  Section  145 of the  General  Corporation  Law of the  State  of
Delaware (the "DGCL"),  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
Company's Restated Certificate of Incorporation  together with Section 39 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  Company  or is a person  who is or was  serving  at the  request  of the
Company 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  Company's  Restated
Certificate  of  Incorporation  and  the  By-Laws  were  adopted  or as  may  be
thereafter  amended.  Section 39 of the  Company's  By-Laws and Article X of its

                                       2
Restated  Certificate of Incorporation  expressly  provide that they are not the
exclusive methods of indemnification.

         Section  39 of the  By-Laws  provides  that the  Company  may  maintain
insurance,  at its own expense,  to protect  itself and any  director,  officer,
employee  or agent of the  Company or of another  entity  against  any  expense,
liability  or loss,  regardless  of whether the Company  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 Company'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  Company  with  the  Commission,  each of the  following
exhibits is filed herewith:

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

         4.2      Halliburton  Company  By-Laws,  as  amended  (incorporated  by
                  reference to Exhibit 3 to the  Company's  Quarterly  Report on
                  Form 10-Q for the  quarterly  period ended  September 30, 1998
                  (File No. 1-3492)).

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

         4.4 Halliburton  Savings Plan, as amended and restated  effective April
             1, 1999.

         5.1      Opinion of Bruce A. Metzinger

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of PricewaterhouseCoopers.

         23.3     Consent of Bruce A. Metzinger (included in Exhibit 5.1).

         24.1     Powers of Attorney.

         The Registrant  will submit the Plan 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 Plan.

                                       3
Item 9.  Undertakings.

         The undersigned 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;

                  (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 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  for 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.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 July 19, 1999.

                                            HALLIBURTON COMPANY

                                            By: /s/  Richard B. Cheney
                                               ------------------------------
                                                     Richard B. Cheney
                                                     Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on July 19, 1999.

/s/ Richard B. Cheney                       Chief Executive Officer
------------------------------              and Director
Richard B. Cheney

/s/ Gary V. Morris                          Executive Vice President
------------------------------              and Chief Financial Officer
Gary V. Morris

/s/ R. Charles Muchmore, Jr.                Vice President, Controller
------------------------------              and Chief Accounting Officer
R. Charles Muchmore, Jr.

*ANNE L. ARMSTRONG                          Director
------------------------------
Anne L. Armstrong

*WILLIAM E. BRADFORD                        Chairman of the Board and
-------------------------------             Director
William E. Bradford

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

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

*CHARLES J. DIBONA                          Director
------------------------------
Charles J. DiBona

*LAWRENCE S. EAGLEBURGER                    Director
------------------------------
Lawrence S. Eagleburger

                                       5
*W. R. HOWELL                               Director
------------------------------
W. R. Howell

*RAY L. HUNT                                Director
------------------------------
Ray L. Hunt

*DELANO E. LEWIS                            Director
------------------------------
Delano E. Lewis

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

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

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

*RICHARD J. STEGEMEIER                      Director
------------------------------
Richard J. Stegemeier

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  administrators of the Plan have duly caused this Registration  Statement to
be signed on behalf of the Plan by the  undersigned,  thereunto duly authorized,
in the City of Dallas, State of Texas, on July 19, 1999.

                                            HALLIBURTON SAVINGS PLAN

                                            By: /s/ Celeste Colgan
                                               ------------------------------
                                                    Celeste Colgan, Chairman
                                                    Benefits Committee

                                       6
Index to Exhibits filed with this Form S-8.

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

 4.4                       Halliburton  Savings  Plan,  as amended  and restated
                           effective April 1, 1999.

 5.1                       Opinion of Bruce A. Metzinger.

23.1                       Consent of Arthur Andersen LLP.

23.2                       Consent of PricewaterhouseCoopers.

24.1                       Powers of attorney.