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)

                          MAY 20, 1997

                       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. 75-2677995

                       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 May 20, 1997, registrant issued a press release entitled
1997   Shareholders'   Meeting  and   Second   Quarter   Dividend
pertaining,  among  other  things, to  an  announcement  that  at
registrant's annual meeting shareholders elected all ten nominees
to  the board of directors and ratified the appointment of Arthur
Andersen LLP to audit registrant's financial statements for 1997.
Shareholders   also  approved  proposals  to  amend  registrant's
certificate of incorporation to increase the number of authorized
shares  of  common stock and to amend and restate the 1993  stock
and   long-term  incentive  plan.   Following  the   shareholders
meeting,  registrant's  board  of  directors  declared  a  second
quarter  dividend of 25 cents per share of common stock,  payable
June  25, 1997 to shareholders of record at the close of business
June 4, 1997.

      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 May 20, 1997.












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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: May 20, 1997              By: /s/ Susan S. Keith
                                   ____________________________
                                     Susan S. Keith
                                     Vice President, Secretary and
                                     Corporate Counsel

























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                          EXHIBIT INDEX



Exhibit                                           Sequentially
Number              Description                   Numbered Page

   20               Press Release of
                    May 20, 1997                      5 of 5
                    Incorporated by Reference































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FOR IMMEDIATE RELEASE       Contact- Guy T. Marcus
May 20, 1997                         Vice President-Inv. Rel
                                     (214) 978-2691

   1997 SHAREHOLDERS' MEETING AND SECOND QUARTER DIVIDEND

     DALLAS, Texas -- At Halliburton Company's (NYSE-HAL)
annual meeting in Dallas today, the company's shareholders elected
all ten nominees to the board of directors and ratified the
appointment of Arthur Andersen LLP to audit the company's
financial statements for the year 1997.  Also, Halliburton's
shareholders approved  proposals to amend the certificate of
incorporation of the company to increase the number of
authorized shares of common stock and to amend and restate the
1993 stock and long-term incentive plan.

     At the board of directors meeting following the shareholders
meeting, the board declared a second quarter dividend of 25
cents per share of the common stock, payable June 25, 1997 to
shareholders of record at the close of business June 4,
1997.

     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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