SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                OCTOBER 11, 1995

                              Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                      Commission                IRS Employer
jurisdiction                        File Number               Identification
of incorporation                                              Number

Delaware                             1-3492                   No. 73-0271280

                               3600 Lincoln Plaza
                             500 North Akard Street
                            Dallas, Texas 75201-3391
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 214/978-2600







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                      INFORMATION TO BE INCLUDED IN REPORT

Item 5.  Other Events

         The registrant  may, at its option,  report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.

         On October 11, 1995,  the  registrant  issued a press release  entitled
Halliburton Announces Spin-Off of Insurance Unit pertaining, among other things,
to an announcement that registrant  intends to spin-off its Highlands  Insurance
Group,  Inc.  subsidiary to its shareholders by the end of 1995. In the spin-off
registrant will  distribute to its  shareholders  one share of Highlands  common
stock for every ten shares of registrant's  common stock held. The spin-off will
be non-taxable to registrant shareholders. The record and distribution dates for
the spin-off will be set later this year when the necessary  regulatory  reviews
and approvals  have been  obtained.  Registrant  and Highlands have entered into
definitive  agreements  with Insurance  Partners,  L.P.  Insurance  Partners and
Highlands  management  will  invest  $60  million in  Highlands  at the time the
spin-off is completed in exchange for  debentures  and warrants  that will allow
Insurance  Partners to acquire up to  approximately  43% of the common  stock of
Highlands for a total investment of up to approximately $130 million. Registrant
will not receive a cash dividend or securities from Highlands in connection with
the spin-off.  Richard M.  Haverland  will become  chairman and CEO of Highlands
when the spin-off is completed.

         The foregoing  summary is subject to the full text of the press release
with respect  thereto,  a copy of which is attached  hereto as Exhibit 20, which
exhibit is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         List below the financial  statements,  pro forma financial  information
and exhibits, if any, filed as part of this report.

         (c)      Exhibits.

                  Exhibit 20 - Press release dated October 11, 1995









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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                             HALLIBURTON COMPANY




Date:    October 11, 1995                            By: _______________________
                                                          Robert M. Kennedy
                                                          Vice President - Legal






























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                                 EXHIBIT INDEX



Exhibit                                                       Sequentially
Number                     Description                        Numbered Page

    20                     Press Release of
                           October 11, 1995                      5 of 8
                           Incorporated by Reference
































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FOR IMMEDIATE RELEASE                             Contact- Guy T. Marcus
October 11, 1995                                  Vice President-Inv. Rel.
                                                  (214) 978-2691

                HALLIBURTON ANNOUNCES SPIN-OFF OF INSURANCE UNIT

     DALLAS,  Texas -- Halliburton  Company  announced  today that it intends to
spin-off its Highlands  Insurance Group, Inc.  subsidiary to its shareholders by
the  end  of  1995.  In  the  spin-  off  Halliburton  will  distribute  to  its
shareholders  one share of  Highlands  common  stock  for  every  ten  shares of
Halliburton  common stock held.  The spin-off will be non-taxable to Halliburton
shareholders.  The record and  distribution  dates for the spin-off  will be set
later this year when the necessary  regulatory  reviews and approvals  have been
obtained.

     The spin-off of Highlands  will complete  Halliburton's  divestiture of its
Insurance  Services business segment. A life insurance company was sold in 1988.
A health care management company was sold in 1992.

     In connection  with the spin-off,  Halliburton  and Highlands  have entered
into definitive  agreements with Insurance Partners,  L.P., a private investment
group, pursuant to which Insurance Partners and Highlands management will invest
$60 million in  Highlands  at the time the spin-off is completed in exchange for
debentures  and  warrants  that will allow  Insurance  Partners to acquire up to
approximately  43% of the common stock of Highlands for a total investment of up
to
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approximately $130 million.  Halliburton will not receive a cash dividend
or securities from Highlands in connection with the spin-off.

     Halliburton  also stated that during its third quarter ending September 30,
1995, Highlands increased its reserves for claim losses and related expenses and
provisions  for  certain  legal  matters  by  $125  million  before  tax.  These
provisions, together with certain other provisions associated with Halliburton's
complete exit from the insurance industry,  will result in Halliburton reporting
in its third quarter  ending  September 30, 1995, an after-tax loss of about $67
million from its Insurance  Services segment as a discontinued line of business,
or approximately $0.59 per Halliburton common share. This reserve  strengthening
by  Highlands  primarily  recognizes  expected  increased  claims,  particularly
environmental  and asbestos claims,  resulting from lines of insurance no longer
written by Highlands.
     At June 30, 1995,  Halliburton's  investment in Highlands represented about
16% of  Halliburton  total  shareholders'  equity.  The $125  million of pre-tax
reserve  provisions  will  reduce  the  amount of  Halliburton's  investment  in
Highlands,  but  will  not  increase  the  overall  impact  of the  spin-off  on
Halliburton shareholders' equity.

     When the spin-off is completed Richard M. Haverland will become chairman of
Highlands' board of directors and its CEO. Haverland, 54, has more than 25

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years of insurance industry  experience,  having served most recently as vice as
vice chairman and chairman and CEO elect of Continental  Corporation.  From 1991
to 1994, Haverland served as executive vice president of insurance operations at
American Premier Underwriters,  from 1984 to 1991 as executive vice president of
Great American  Insurance  Company and prior to then as president and COO of the
Progressive Corporation.

     Thomas H.  Cruikshank,  chairman of  Halliburton,  said,  "The  spin-off of
Highlands to our  shareholders  completes our exit from the  insurance  services
business.  Halliburton can now focus on its core businesses,  oil field services
and  engineering  and  construction  services,  and  continue  to improve  their
performance.  Our investment in Highlands has not added to our overall financial
performance  in recent years.  We believe  Highlands  will be a more  successful
enterprise as a publicly-traded company with strengthened management and the new
investment of Insurance Partners. The spin-off allows Highlands to go forward as
an independent  company with a strategy based solely on its own  objectives.  We
expect that Halliburton's 1995 third quarter earnings from continuing operations
will show  significant  improvement over the second quarter of this year and the
third quarter of 1994. We think this is an ideal  solution for both  Halliburton
and Highlands."

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     Insurance Partners, L.P. is a $540 million investment partnership formed in
February 1994 to sponsor acquisitions, recapitalizations,  demutualizations, and
other  structured  transactions  in the  property/casualty  and  life  insurance
industries in the U.S. and abroad. Principal partners include Centre Reinsurance
Holdings Limited;  Keystone,  Inc.  (formerly The Robert M. Bass Group); and The
Chase Manhattan Corporation. Since its formation, Insurance Partners has created
the largest dedicated corporate capital syndicate at Lloyd's, has partnered with
Zurich  Insurance  Company in the  acquisition  of Home Holdings and the pending
acquisition  of Kemper  Corporation  and  sponsored  the  spin-off of  Transport
Holdings,  Inc. from the Travelers Group. Insurance Partners Advisors,  L.P., of
New York City, is the partnership's advisor.

     Halliburton  Company  is one  of the  world's  largest  diversified  energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton  provides a broad range of energy services and products,  industrial
and marine engineering and construction services.

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