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 22, 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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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  22,  1996,  registrant  issued  a press  release  entitled
Halliburton 1996 Third Quarter Earnings  Increase 20 Percent  pertaining,  among
other things,  to an announcement  that registrant  reported net income of $82.6
million  and  earnings  of  $.71  per  share  for the  1996  third  quarter,  an
improvement  of 20 percent  compared to continuing  operations of the 1995 third
quarter. Reorganization charges primarily related to Brown & Root totaling $65.3
million ($42.7 million  after-tax)  were offset by $43.7 million of tax benefits
from net loss carry forwards and settlement  during the third quarter of various
issues with the Internal Revenue Service.

         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 October 22, 1996.

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         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:  October 23, 1996                     By: _______________________
                                                   Robert M. Kennedy
                                                   Vice President-Legal

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                                  EXHIBIT INDEX

Exhibit                                                          Sequentially
Number                       Description                         Numbered Page

    20                       Press Release of
                             October 22, 1996                        5 of 8
                             Incorporated by Reference

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FOR IMMEDIATE RELEASE                   Contact:   Guy T. Marcus
October 22, 1996                                   Vice President-Inv. Rel.
                                                   (214) 978-2691


     DALLAS,  Texas --  Halliburton  Company  (NYSE-HAL)  reported net income of
$82.6 million,  or $.71 per share, for the 1996 third quarter, an improvement of
20 percent compared to the continuing operations of the year earlier quarter.

     The 1996 third quarter net income includes pre-tax reorganization  charges,
primarily  related  to Brown & Root,  totalling  $65.3  million  ($42.7  million
after-tax).  These  charges were offset by $43.7 million of tax benefits for the
recognition  of net loss  carry  forwards  and the  settlement  during the third
quarter of various  issues with the  Internal  Revenue  Service.  Excluding  the
special charges and tax benefits, Halliburton's earnings were $.71 per share for
the 1996 third quarter -- no change from reported earnings.

     The Energy Services business segment's revenues were $779.0 million for the
1996 third quarter,  a 14 percent increase compared to the year earlier quarter.
Substantial growth was experienced in the United States where revenues increased
by 21 percent over the 1995 third quarter. Higher activity levels in the Gulf of
Mexico, the Permian Basin and South Texas areas all contributed to the growth in
the United States.

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     The Energy Services  segment's  operating  income was $101.8 million in the
1996 third quarter, 15 percent above the year earlier period.  Operating margins
improved to 13.1 percent in the 1996 third quarter.

     The Engineering and Construction  business  segment's revenues increased 28
percent,  compared  to a year  earlier,  to  $1,034.3  million in the 1996 third
quarter.  Included in the segment are revenues of $371.1 million attributable to
the Brown & Root Energy Services business unit.  Operating income totalled $37.5
million,  up 20 percent from the 1995 third quarter.  Operating margins were 3.6
percent in the 1996 third quarter.

     Dick Cheney,  Halliburton  Company's  chairman of the board,  president and
chief executive  officer,  said,  "While  Halliburton has achieved  considerable
improvement  in  financial  results  during  1996,  we  are in  the  process  of
implementing  significant new programs to further boost our future  performance.
One major program  which should  contribute to future growth and earnings is the
focusing of all upstream petroleum industry activities into the company's Energy
Services  business  segment.  Beginning  in the 1996  fourth  quarter the Energy
Services business segment will include Halliburton Energy Services; the upstream
engineering  and  construction  business  of Brown & Root Energy  Services;  the
integrated  exploration  and  production  information  systems and  professional
services  of  recently  acquired  Landmark  Graphics  Corporation;   and  a  new
contract-to-produce  organization  which  is being  formed  to  create  business
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opportunities  for the  development,  production and operation of customers' oil
and gas fields.  The combination of these businesses  under a common  management
and  operating  structure  will  improve  the  efficiencies  of  providing  such

     "In addition,  we are in the process of  restructuring  the Engineering and
Construction  business segment in a manner that will better position the segment
for future growth and  profitability.  A similar  program at the Energy Services
business  segment  several  years  ago has  proved to be very  successful.  This
program  demonstrates our commitment to the Brown & Root, Inc. business unit and
our  objective  of  building  a  stronger   presence  in  the   engineering  and
construction industry.

     "A  third  effort  is  a  company-wide  shared  services  initiative  which
commenced during the third quarter of 1996. The shared services  initiative will
bring all of the company's  business services - from accounting to real estate -
under a new single management  structure.  We expect significant cost savings to
result from shared services.

     "The costs of  implementing  these programs are reflected in the 1996 third
quarter  $65.3  million  pre-tax  charge.  We  expect a rapid  payback  on these

     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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HALLIBURTON COMPANY (UNAUDITED) Quarter Ended Nine Months Ended September 30 September 30 --------- -------- --------- --------- 1996 1995 1996 1995 --------- -------- --------- --------- Millions of dollars except per share data Revenues Energy services $ 779.0 $ 683.0 $2,163.8 $1,881.6 Engineering and construction services 1,034.3 806.8 3,087.7 2,279.7 --------- --------- --------- --------- Total revenues $1,813.3 $1,489.8 $5,251.5 $4,161.3 ========= ========= ========= ========= Operating income Energy services $ 101.8 $ 88.2 $ 261.2 $ 211.5 Engineering and construction services 37.5 31.2 86.2 80.2 Special charges (65.3) - (65.3) - General corporate (9.2) (8.3) (26.4) (21.9) --------- --------- --------- --------- Total operating income 64.8 111.1 255.7 269.8 Interest expense (6.8) (15.0) (17.5) (40.1) Interest income 4.0 10.0 9.5 24.2 Foreign currency gains (losses) (0.5) (2.5) (2.5) 0.6 Other nonoperating, net (0.2) 0.1 (0.2) (0.5) --------- --------- --------- --------- Income from continuing operations before income taxes and minority interest 61.3 103.7 245.0 254.0 Benefit (provision) for income taxes 21.3 (34.9) (43.8) (92.1) --------- --------- --------- --------- Income from continuing operations 82.6 68.8 201.2 161.9 Loss from discontinued operations, net of income taxes - (67.7) - (65.5) --------- --------- --------- --------- Net income $ 82.6 $ 1.1 $ 201.2 $ 96.4 ========= ========= ========= ========= Income (loss) per share:* Continuing operations $ 0.71 $ 0.60 $ 1.74 $ 1.41 Discontinued operations - (0.59) - (0.57) Net income 0.71 0.01 1.74 0.84 Average common and common share equivalents outstanding 115.6 114.6 115.6 114.4 * Per share amounts are based upon average number of common and common share equivalents outstanding.
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