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)

                                DECEMBER 7, 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 December 7, 1995,  the  registrant  issued a press release  entitled
Halliburton Renews Shareholders Rights Plan, pertaining,  among other things, to
an announcement that registrant has renewed and extended its Shareholders Rights
Plan for ten years to December 15, 2005, and made certain  modifications  to the
Plan. The rights issued under the Plan will now be exercisable after a person or
group  acquires  ownership  of 15% or more of the  Company's  common  stock,  or
announces a tender offer the  completion  of which would result in the ownership
by a person or group of 15% or more of the common  stock.  The rights can now be
redeemed by the Company for $.01 per right and provisions have been added to the
Plan to avoid inadvertent triggering of the rights.

         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 December 7, 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:    December 7, 1995                 By: _______________________
                                               Robert M. Kennedy
                                               Vice President - Legal






























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                                 EXHIBIT INDEX



Exhibit                                                       Sequentially
Number                     Description                        Numbered Page

    20                     Press Release of
                           December 7, 1995                      5 of 5
                           Incorporated by Reference
































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FOR IMMEDIATE RELEASE          Contact - Guy T. Marcus
December 7, 1995                         Vice President-Inv. Rel.
                                         (214) 978-2691

                  HALLIBURTON RENEWS SHAREHOLDERS RIGHTS PLAN

     DALLAS,  Texas -- Halliburton  Company  announced today that it has renewed
and  extended its  Shareholders  Rights Plan for ten years to December 15, 2005,
and made certain modifications to the Plan.

     The rights issued under the Plan will now be exercisable  after a person or
group  acquires  ownership  of 15% or more of the  Company's  common  stock,  or
announces a tender offer the  completion  of which would result in the ownership
by a person or group of 15% or more of the common  stock.  The rights can now be
redeemed by the Company for $.01 per right and provisions have been added to the
Plan to avoid inadvertent triggering of the rights.

     The Company said that, although the renewal of the Plan was not in response
to a current takeover threat,  the Company's Board of Directors  determined that
it was in the best interests of the Company's  shareholders to renew the Plan in
the event a takeover threat develops in the future and it becomes  necessary for
the Company to take action to make sure that its  shareholders  receive fair and
equal treatment.

     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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