<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1996

                                                           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                                      73-0271280
(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 offices, including zip code) 
 
                               _________________

      LANDMARK GRAPHICS CORPORATION 1987 NON-QUALIFIED STOCK OPTION PLAN
         LANDMARK GRAPHICS CORPORATION 1989 FLEXIBLE STOCK OPTION PLAN
       THE DIRECTORS' STOCK OPTION PLAN OF LANDMARK GRAPHICS CORPORATION
         LANDMARK GRAPHICS CORPORATION CONSULTANTS' STOCK OPTION PLAN
         LANDMARK GRAPHICS CORPORATION 1990 EMPLOYEE STOCK OPTION PLAN
          LANDMARK GRAPHICS CORPORATION 1994 FLEXIBLE INCENTIVE 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)

                                   Copy to:

                              WILLIAM E. JOOR III
                            VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                           HOUSTON, TEXAS 77002-6760

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
     Title of         Amount to be     Proposed maximum     Proposed maximum     Amount of
 securities to be      registered       offering price         aggregate      registration fee
    registered                           per share(1)       offering price(1)
----------------------------------------------------------------------------------------------
<S>                                         <C>                <C>               <C>  
  Common Stock,
 $2.50 par value(2)  1,498,036 shares        $51.625            $77,336,109         $23,436
---------------------------------------------------------------------------------------------
</TABLE>

(1)Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c), using the average of the
high and low prices reported on the New York Stock Exchange for the Common Stock
on October 1, 1996.

(2) This Registration Statement also pertains to rights to purchase shares of 
Series A Junior Participating Preferred Stock of the Registrant.   One right is
attached to and trades with each share of Halliburton Common Stock.  Until the 
occurrence of certain events, the rights are not exercisable and will not be 
evidenced or transferred apart from the Halliburton Common Stock.  Any value 
attributable to such rights is reflected in the market price of the Halliburton 
Common Stock.

                               _________________
<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 (Exchange Act
Registration No. 1-3492), a Delaware corporation (the "Registrant"), are
incorporated herein by reference and made a part hereof:

        (a) Annual Report on Form 10-K for the fiscal year ended
            December 31, 1995;

        (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
            and June 30, 1996;
 
        (c) Current Reports on Form 8-K dated January 23, 1996, February 15,
            1996, March 25, 1996, April 8, 1996, April 22, 1996, May 6, 1996,
            May 21, 1996, June 4, 1996, June 20, 1996, July 1, 1996, July 18,
            1996, July 23, 1996, July 31, 1996, August 20, 1996 and September 
            24, 1996;
 
        (d) Registration Statement on Form 10 dated August 26, 1948, as amended
            by Form 8 dated July 7, 1988; and
 
        (e) Registration Statement on Form 8-A dated May 20, 1986, as amended by
            Form 8 dated February 23, 1990 and by Form 8-A/A dated
            January 16, 1996.
 
 
     All documents filed by the Registrant 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.
 
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 XI of the
Registrant's Composite 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 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 Composite Certificate of Incorporation and By-
Laws were adopted or as may be thereafter amended. Section 39 of the
Registrant's By-Laws and Article XI of its Composite Certificate of
Incorporation expressly provide that they are not the exclusive methods of
indemnification.

     Section 39 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.

                                      -2-
<PAGE>
 
     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 of redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article XI of the Registrant's Composite 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  -  Composite Certificate of Incorporation of the Registrant dated
                  as of May 26, 1987 (incorporated by reference to Exhibit
                  4(d) to the Registrant's Registration Statement on Form S-3
                  dated as of December 21, 1990 (Registration No. 33-38394)).
                   
          4.2  -  Certificate of Designation, Rights and Preferences of Series A
                  Junior Participating Preferred Stock of the Registrant, dated
                  as of May 21, 1986 (incorporated by reference to Exhibit 4(d)
                  to the Registrant's Registration Statement on Form S-3 dated
                  as of December 21, 1990 (Registration No.33-38394)).
                   
          4.3  -  By-Laws of the Registrant, as amended (revised as of February
                  15, 1996), (incorporated by reference to Exhibit 3 to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995).

          4.4  -  Second Amended and Restated Rights Agreement dated as of
                  December 15, 1995 between the Registrant and ChemicalMellon
                  Shareholder Services, L.L.C. (incorporated by reference to
                  Exhibit 2.1 to the Registrant's Form 8-A/A dated
                  January 16, 1996).
 
 
          5.1  -  Opinion of Vinson & Elkins L.L.P. regarding legality.

         23.1  -  Consent of Arthur Andersen L.L.P.

         23.2  -  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

         24.1  -  Powers of Attorney. 
 
                                 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;

                (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.

                                      -3-
<PAGE>
 
         (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, 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 this 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.

         (5)    Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities 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, 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 3rd day of
October, 1996.



                                            HALLIBURTON COMPANY

                                            By:    /s/Richard B. Cheney
                                                  ----------------------
                                                      Richard B. Cheney
                                              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 3rd day of October, 1996.

        Signature                                      Title
        ---------                                      ----- 
 
/s/  Richard B. Cheney                    Chairman of the Board, President,
_________________________________         Chief Executive Officer and Director
     RICHARD B. CHENEY
    
/s/  David J. Lesar                       Executive Vice President and 
_________________________________         Chief Financial Officer 
     DAVID J. LESAR

/s/  Robert Charles Muchmore, Jr.         Controller and Principal
_________________________________         Accounting Officer
     ROBERT CHARLES MUCHMORE, JR.         

/s/  Anne L. Armstrong*                   Director
_________________________________
     ANNE L. ARMSTRONG 

/s/  Lord Clitheroe*                      Director 
_________________________________
     LORD CLITHEROE

/s/  Robert L. Crandall*                  Director  
_________________________________
     ROBERT L. CRANDALL                                 

/s/  W.R. Howell*                         Director
_________________________________
     W.R. HOWELL

/s/  Dale P. Jones*                       Vice Chairman and Director
_________________________________
     DALE P. JONES

/s/  Delano E. Lewis*                     Director 
_________________________________
     DELANO E. LEWIS

/s/  C.J. Silas*                          Director
_________________________________
     C.J. SILAS

/s/  Roger T. Staubach*                   Director
_________________________________
     ROGER T. STAUBACH  

/s/  Richard J. Stegemeier*               Director
_________________________________
     RICHARD J. STEGEMEIER

/s/  E.L. Williamson*                     Director
_________________________________ 
     E.L. WILLIAMSON

*By: Richard B. Cheney*                   Director
_________________________________
     RICHARD B. CHENEY
     Attorney-in-Fact

                                      -5-
<PAGE>
 
                                 EXHIBIT INDEX 
                                                               Sequentially
     Exhibit                                                     Numbered
     Number                      Description                       Page
     -------                     -----------                   ------------  


       4.1    Composite Certificate of Incorporation of
              the Registrant dated as of May 26, 1987
              (incorporated by reference to Exhibit 4(d)
              to the Registrant's Registration Statement
              on Form S-3 dated as of December 21, 1990
              (Registration No.33-38394)).

       4.2    Certificate of Designation, Rights and
              Preferences of Series A Junior
              Participating Preferred Stock of the
              Registrant, dated as of May 21, 1986
              (incorporated by reference to Exhibit 4(d)
              to the Registrant's Registration Statement
              on Form S-3 dated as of December 21, 1990
              (Registration No. 33-38394)).

       4.3    By-Laws of the Registrant, as amended (revised
              as of February 15, 1996), (incorporated by
              reference to Exhibit 3 to the Registrant's
              Annual Report on Form 10-K for the year ended 
              December 31, 1995).

       4.4    Second Amended and Restated Rights Agreement
              dated as of December 15, 1995 between the
              Registrant and ChemicalMellon Shareholder
              Services, L.L.C. (incorporated by reference
              to Exhibit 2.1 to the Registrant's Form 8-A/A
              dated January 16, 1996).

       5.1    Opinion of Vinson & Elkins L.L.P. regarding
              legality.

      23.1    Consent of Arthur Andersen L.L.P.

      23.2    Consent of Vinson & Elkins L.L.P. (included
              in Exhibit 5.1).

      24.1    Powers of Attorney.




                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20474}]
{"company-data": {"conformed-name": "HALLIBURTON CO", "cik": "0000045012", "assigned-sic": "1600", "irs-number": "730271280", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13475", "film-number": "96639564"}, "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 OCTOBER 4, 1996

                                                           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                                      73-0271280
(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 offices, including zip code) 
 
                               _________________

      LANDMARK GRAPHICS CORPORATION 1987 NON-QUALIFIED STOCK OPTION PLAN
         LANDMARK GRAPHICS CORPORATION 1989 FLEXIBLE STOCK OPTION PLAN
       THE DIRECTORS' STOCK OPTION PLAN OF LANDMARK GRAPHICS CORPORATION
         LANDMARK GRAPHICS CORPORATION CONSULTANTS' STOCK OPTION PLAN
         LANDMARK GRAPHICS CORPORATION 1990 EMPLOYEE STOCK OPTION PLAN
          LANDMARK GRAPHICS CORPORATION 1994 FLEXIBLE INCENTIVE 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)

                                   Copy to:

                              WILLIAM E. JOOR III
                            VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                           HOUSTON, TEXAS 77002-6760

                        CALCULATION OF REGISTRATION FEE
Title of         Amount to be     Proposed maximum     Proposed maximum     Amount of
 securities to be      registered       offering price         aggregate      registration fee
    registered                           per share(1)       offering price(1)
----------------------------------------------------------------------------------------------
Common Stock,
 $2.50 par value(2)  1,498,036 shares        $51.625            $77,336,109         $23,436
---------------------------------------------------------------------------------------------
(1)Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) on the basis of the price of securities of the same
class, as determined in accordance with Rule 457(c), using the average of the
high and low prices reported on the New York Stock Exchange for the Common Stock
on October 1, 1996.

(2) This Registration Statement also pertains to rights to purchase shares of 
Series A Junior Participating Preferred Stock of the Registrant.   One right is
attached to and trades with each share of Halliburton Common Stock.  Until the 
occurrence of certain events, the rights are not exercisable and will not be 
evidenced or transferred apart from the Halliburton Common Stock.  Any value 
attributable to such rights is reflected in the market price of the Halliburton 
Common Stock.

                               _________________
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 (Exchange Act
Registration No. 1-3492), a Delaware corporation (the "Registrant"), are
incorporated herein by reference and made a part hereof:

        (a) Annual Report on Form 10-K for the fiscal year ended
            December 31, 1995;

        (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
            and June 30, 1996;
 
        (c) Current Reports on Form 8-K dated January 23, 1996, February 15,
            1996, March 25, 1996, April 8, 1996, April 22, 1996, May 6, 1996,
            May 21, 1996, June 4, 1996, June 20, 1996, July 1, 1996, July 18,
            1996, July 23, 1996, July 31, 1996, August 20, 1996 and September 
            24, 1996;
 
        (d) Registration Statement on Form 10 dated August 26, 1948, as amended
            by Form 8 dated July 7, 1988; and
 
        (e) Registration Statement on Form 8-A dated May 20, 1986, as amended by
            Form 8 dated February 23, 1990 and by Form 8-A/A dated
            January 16, 1996.
 
 
     All documents filed by the Registrant 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.
 
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 XI of the
Registrant's Composite 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 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 Composite Certificate of Incorporation and By-
Laws were adopted or as may be thereafter amended. Section 39 of the
Registrant's By-Laws and Article XI of its Composite Certificate of
Incorporation expressly provide that they are not the exclusive methods of
indemnification.

     Section 39 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.

                                      -2-
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 of redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article XI of the Registrant's Composite 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  -  Composite Certificate of Incorporation of the Registrant dated
                  as of May 26, 1987 (incorporated by reference to Exhibit
                  4(d) to the Registrant's Registration Statement on Form S-3
                  dated as of December 21, 1990 (Registration No. 33-38394)).
                   
          4.2  -  Certificate of Designation, Rights and Preferences of Series A
                  Junior Participating Preferred Stock of the Registrant, dated
                  as of May 21, 1986 (incorporated by reference to Exhibit 4(d)
                  to the Registrant's Registration Statement on Form S-3 dated
                  as of December 21, 1990 (Registration No.33-38394)).
                   
          4.3  -  By-Laws of the Registrant, as amended (revised as of February
                  15, 1996), (incorporated by reference to Exhibit 3 to the
                  Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1995).

          4.4  -  Second Amended and Restated Rights Agreement dated as of
                  December 15, 1995 between the Registrant and ChemicalMellon
                  Shareholder Services, L.L.C. (incorporated by reference to
                  Exhibit 2.1 to the Registrant's Form 8-A/A dated
                  January 16, 1996).
 
 
          5.1  -  Opinion of Vinson & Elkins L.L.P. regarding legality.

         23.1  -  Consent of Arthur Andersen L.L.P.

         23.2  -  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

         24.1  -  Powers of Attorney. 
 
                                 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;

                (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.

                                      -3-
(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, 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 this 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.

         (5)    Insofar as indemnification for liabilities arising under the
Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      -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 3rd day of
October, 1996.

                                            HALLIBURTON COMPANY

                                            By:    /s/Richard B. Cheney
                                                  ----------------------
                                                      Richard B. Cheney
                                              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 3rd day of October, 1996.

        Signature                                      Title
        ---------                                      ----- 
 
/s/  Richard B. Cheney                    Chairman of the Board, President,
_________________________________         Chief Executive Officer and Director
     RICHARD B. CHENEY
    
/s/  David J. Lesar                       Executive Vice President and 
_________________________________         Chief Financial Officer 
     DAVID J. LESAR

/s/  Robert Charles Muchmore, Jr.         Controller and Principal
_________________________________         Accounting Officer
     ROBERT CHARLES MUCHMORE, JR.         

/s/  Anne L. Armstrong*                   Director
_________________________________
     ANNE L. ARMSTRONG 

/s/  Lord Clitheroe*                      Director 
_________________________________
     LORD CLITHEROE

/s/  Robert L. Crandall*                  Director  
_________________________________
     ROBERT L. CRANDALL                                 

/s/  W.R. Howell*                         Director
_________________________________
     W.R. HOWELL

/s/  Dale P. Jones*                       Vice Chairman and Director
_________________________________
     DALE P. JONES

/s/  Delano E. Lewis*                     Director 
_________________________________
     DELANO E. LEWIS

/s/  C.J. Silas*                          Director
_________________________________
     C.J. SILAS

/s/  Roger T. Staubach*                   Director
_________________________________
     ROGER T. STAUBACH  

/s/  Richard J. Stegemeier*               Director
_________________________________
     RICHARD J. STEGEMEIER

/s/  E.L. Williamson*                     Director
_________________________________ 
     E.L. WILLIAMSON

*By: Richard B. Cheney*                   Director
_________________________________
     RICHARD B. CHENEY
     Attorney-in-Fact

                                      -5-
EXHIBIT INDEX 
                                                               Sequentially
     Exhibit                                                     Numbered
     Number                      Description                       Page
     -------                     -----------                   ------------  

       4.1    Composite Certificate of Incorporation of
              the Registrant dated as of May 26, 1987
              (incorporated by reference to Exhibit 4(d)
              to the Registrant's Registration Statement
              on Form S-3 dated as of December 21, 1990
              (Registration No.33-38394)).

       4.2    Certificate of Designation, Rights and
              Preferences of Series A Junior
              Participating Preferred Stock of the
              Registrant, dated as of May 21, 1986
              (incorporated by reference to Exhibit 4(d)
              to the Registrant's Registration Statement
              on Form S-3 dated as of December 21, 1990
              (Registration No. 33-38394)).

       4.3    By-Laws of the Registrant, as amended (revised
              as of February 15, 1996), (incorporated by
              reference to Exhibit 3 to the Registrant's
              Annual Report on Form 10-K for the year ended 
              December 31, 1995).

       4.4    Second Amended and Restated Rights Agreement
              dated as of December 15, 1995 between the
              Registrant and ChemicalMellon Shareholder
              Services, L.L.C. (incorporated by reference
              to Exhibit 2.1 to the Registrant's Form 8-A/A
              dated January 16, 1996).

       5.1    Opinion of Vinson & Elkins L.L.P. regarding
              legality.

      23.1    Consent of Arthur Andersen L.L.P.

      23.2    Consent of Vinson & Elkins L.L.P. (included
              in Exhibit 5.1).

      24.1    Powers of Attorney.

                                      -6-