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 12, 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






                                Page 1 of 6 pages
                       The Exhibit Index appears on Page 4

         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  12,  1996,  registrant  issued a press  release  entitled
Halliburton  Company  Reorganization  pertaining,  among  other  things,  to  an
announcement that it has completed a reorganization of its legal structure.  The
purpose of the reorganization is to improve internal  operating  flexibility and
reduce certain state taxes. A new parent holding  company has been created which
owns the previous  publicly held company.  The name of the new parent company is
Halliburton  Company and the name of the former  public  company is  Halliburton
Energy Services,  Inc. Existing  Halliburton  Company common stock  certificates
will remain in force and effect;  no exchange of  certificates  will take place.
The reorganization will be tax free to registrant's shareholders.

         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 12, 1996.










                                Page 2 of 6 pages
                       The Exhibit Index appears on Page 4


                                   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 12, 1996                    By: /s/Robert M. Kennedy
                                               ------------------------
                                                   Robert M. Kennedy
                                                   Vice President-Legal




























                                Page 3 of 6 pages
                       The Exhibit Index appears on Page 4

                                  EXHIBIT INDEX



Exhibit                                                        Sequentially
Number                     Description                         Numbered Page

  20                       Press Release of
                           December 12, 1996                       5 of 6
                           Incorporated by Reference
































                                Page 4 of 6 pages
                       The Exhibit Index appears on Page 4



FOR IMMEDIATE RELEASE                         Contact - Steve Moore
December 12, 1996                             Director of Communications
                                              (214) 978-2696

                       HALLIBURTON COMPANY REORGANIZATION

     DALLAS, Texas -- Halliburton Company (NYSE-HAL) announced today that it has
completed a reorganization  of its legal structure under amended Delaware law. A
new parent  holding  company has been created  which owns the previous  publicly
held company.  The name of the new parent  company is Halliburton  Company.  The
name of the  former  public  company  has been  changed  to  Halliburton  Energy
Services, Inc.

     The  purpose  of  this  reorganization  is to  improve  internal  operating
flexibility and reduce the overall impact of certain state taxes.  The company's
domestic  energy  services  business  units  will  operate  through   subsidiary
corporations  rather than as divisions  of the parent  company.  Otherwise,  the
business  operations of the company will not change as a result of  implementing
the new legal structure.

     The  reorganization  was structured in a manner that did not require action
by  Halliburton's  shareholders,  whose rights,  privileges  and interests  will
remain the same with respect to the new parent corporation. Existing Halliburton
Company common stock  certificates  will remain in force and effect; no exchange
of certificates will take place.  Halliburton Company has received an opinion of
 
                              Page 5 of 6 pages
                       The Exhibit Index appears on Page 4

counsel that the  reorganization is tax free to its shareholders.  The company's
name, charter,  by-laws and board of directors did not change as a result of the
reorganization.  The new parent  company  will  continue  to be traded  with the
ticker symbol "HAL" on the New York Stock Exchange and its CUSIP number will not
change.

     Halliburton  Company  is one  of the  world's  largest  diversified  energy
services,  engineering,  maintenance,  and construction  companies.  Halliburton
provides a broad range of energy  services and products,  industrial  and marine
engineering and construction services.

                                      # # #











                               Page 6 of 6 pages
                       The Exhibit Index appears on Page 4