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 18, 1994

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

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

Delaware                    1-3492                No. 73-

                         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

                         Page 1 of 5 pages
                The Exhibit Index appears on Page 4


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 18, 1994, the registrant issued a press
release entitled Halliburton and Tidewater Sign Definitive
Agreement pertaining, among other things, to an announcement
that the registrant and Tidewater have entered into an
agreement for the sale of Halliburton's natural gas compression
business for $205 million.

     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

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 18, 1994.

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             The Exhibit Index appears on Page 4


     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

                         HALLIBURTON COMPANY

Date:     October 19, 1994        By: (Robert M. Kennedy)
                                       Robert M. Kennedy
                                   Vice President - Legal

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             The Exhibit Index appears on Page 4

                        EXHIBIT INDEX

Exhibit                                 Sequentially
Number              Description              Numbered Page

    20                   Press Release of
                    October 18, 1994         5 of 5
                    Incorporated by Reference

                      Page 4 of 5 pages
             The Exhibit Index appears on Page 4

FOR IMMEDIATE RELEASE         Contact - Guy T. Marcus
October 18, 1994                        Vice President-Inv. Rel.
                                        (214) 978-2691


     DALLAS, Texas -- Halliburton Company announced today that it
has entered into a definitive agreement with Tidewater Inc. for
the sale of Halliburton's natural gas compression business for
$205 million cash.  In 1993 this business unit had revenues of
about $50 million from operations in the United States and
Canada.  Closing of the sale, which is subject to receipt of
certain regulatory approvals, is expected to be completed by the
end of 1994.

     Thomas H. Cruikshank, chairman of the board and chief
executive officer of Halliburton Company, said, "This sale will
complete another step in the strategic planning process we
started last year to focus our resources on the core capabilities
of our energy services business segment."

     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, and property and
casualty insurance services.

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