HALLIBURTON COMPANY
                   5 Houston Center, 1401 McKinney, Ste. 2400
                                Houston, TX 77010
                                 (713) 759-2600


November 18, 2004


Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Halliburton Registration Statement on Form S-4 (File No. 333-112977)

Ladies and Gentlemen:

         In accordance with Rule 477 of the Securities Act of 1933, as amended
(the "Securities Act"), Halliburton Company (the "Company"), a Delaware
corporation, hereby makes this application to withdraw its Registration
Statement on Form S-4 (File No. 333-112977), together with all amendments and
exhibits thereto (the "Registration Statement"). The Registration Statement was
originally filed with the Securities and Exchange Commission on February 20,
2004 and amended on June 3, 2004 and July 19, 2004.

         The Registration Statement was filed to register $500,000,000 aggregate
principal amount of senior notes due 2007 (the "notes") to be issued in exchange
for a like principal amount of unregistered notes. The Registration Statement
has not been declared effective by the Commission, and no securities have been
sold pursuant to the Registration Statement. The Registration Statement is being
withdrawn on the grounds that, due to the passage of time, the Company is
obligated to file a Registration Statement on Form S-3 covering resales of the
notes under the registration rights agreement it entered into with the initial
purchasers of the notes in lieu of proceeding with an exchange offer under the
Registration Statement.

         The Company hereby respectfully requests that a written order granting
the withdrawal of the Registration Statement be issued by the Commission as soon
as possible. The Company also requests, in accordance with Rule 457(p) of the
Securities Act, that all fees paid to the Commission in connection with the
filing of the Registration Statement be credited for future use.

         Please forward a copy of the Order Withdrawing the Registration
Statement to Darrell W. Taylor of the law firm of Baker Botts L.L.P., our
outside counsel, via facsimile at (713) 229-1522 as soon as it is available. If
you have any questions with respect to this request, please contact Mr. Taylor
at (713) 229-1313.


                                             Sincerely yours,

                                             /s/ Margaret E. Carriere
                                             ------------------------------
                                             Halliburton Company
                                             Margaret E. Carriere
                                             Vice President and
                                             Secretary