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 21, 1996

                               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 May 21,  1996,  registrant  issued  a press  release  entitled  1996
Shareholders'  Meeting  and Second  Quarter  Dividend  pertaining,  among  other
things, to an announcement that at registrant's  annual meeting the 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 the year
1996.  Registrant's  shareholders also approved a proposal to amend registrant's
1993  stock  and long  term  incentive  plan.  Registrant's  board of  directors
declared a second  quarter  dividend of 25 cents per share of the common  stock,
payable June 26, 1996 to shareholders of record at the close of business June 5,
1996.

         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 21, 1996
                  ----------











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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 21, 1996                                By: _______________________
                                                         Robert M. Kennedy
                                                         Vice President - Legal





























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                                  EXHIBIT INDEX



Exhibit                                                            Sequentially
Number                     Description                             Numbered Page
- -------                    -------------------------               -------------
    20                     Press Release of
                           May 21, 1996                            5 of 5
                           Incorporated by Reference






























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FOR IMMEDIATE RELEASE         Contact - Guy T. Marcus
- ---------------------         Vice President-Inv. Rel.
May 21, 1996                  (214) 978-2691      
                                        

             1996 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 1996. Also, Halliburton's
shareholders approved a proposal to amend Halliburton's 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 26, 1996 to shareholders of record at the close of business
June 5, 1996.

     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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