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)

                                JANUARY 22, 1997

                               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. 75-2677995

                               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  January  22,  1997,  registrant  issued  a press  release  entitled
Halliburton Fourth Quarter Up 37 Percent  pertaining,  among other things, to an
announcement  that registrant  reported 1996 fourth quarter net income of $107.6
million  ($.85 per share),  an  increase  of 37 percent  compared to 1995 fourth
quarter  results.  Total 1996 fourth  quarter  revenues  were $2.0  billion,  25
percent  higher than the 1995 quarter.  Registrant's  1996 net income was $300.4
million ($2.38 per share) compared to 1995 earnings of $183.7 million ($1.47 per
share), and 1996 revenues were $7.4 billion,  an increase of 26 percent compared
to 1995 revenues.

         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 January 22, 1997.













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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:  January 22, 1997                  By:  /s/ Susan S. Keith
                                             --------------------------
                                                  Susan S. Keith
                                                  Vice President, Secretary and
                                                  Corporate Counsel


























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                                  EXHIBIT INDEX



Exhibit                                                         Sequentially
Number                         Description                      Numbered Page

   20                          Press Release of
                               January 22, 1997                     5 of 9
                               Incorporated by Reference






























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FOR IMMEDIATE RELEASE                        Contact: Guy T. Marcus
January 22, 1997                                      Vice President-Inv. Rel.
                                                      (214) 978-2691

                    HALLIBURTON FOURTH QUARTER UP 37 PERCENT

     DALLAS,  Texas -- Halliburton Company (NYSE-HAL) today reported 1996 fourth
quarter net income of $107.6 million ($.85 per share), an increase of 37 percent
compared to 1995 fourth quarter results. Total 1996 fourth quarter revenues were
$2.0  billion,  25  percent  higher  than  the  year  earlier  quarter.  Both of
Halliburton's  business  segments  contributed  to the  increased  revenues  and
operating income.

     For the year of 1996,  Halliburton's  net income was $300.4  million ($2.38
per share)  compared to 1995 earnings of $183.7 million  ($1.47 per share).  The
acquisition of Landmark Graphics Corporation diluted  Halliburton's  earnings by
$.21 per  share  prior to its  acquisition  and by $.01 per  share  for the 1996
fourth quarter.  Halliburton's  revenues for the full year of 1996 totalled $7.4
billion, an increase of 26 percent compared to 1995 revenues.

     Halliburton's  financial results now include Landmark Graphics  Corporation
which was acquired on October 4, 1996.  The  acquisition  is accounted for using
the "pooling of interests"  method of accounting for business  combinations and,
as a result,  financial  results  for 1996 and prior  years have been  restated.
                          
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Also,financial statements have been restated to reflect the realignment of Brown
& Root Energy  Services'  operations  which are now  associated  with the Energy
Services business segment.

     The Energy Services  business  segment's 1996 fourth quarter  revenues were
$1.3  billion,  an increase of 33 percent  compared to the 1995 fourth  quarter.
Strong  growth was  experienced  by three of the  segment's  business  units ---
Halliburton Energy Services, Brown & Root Energy Services and Landmark. A fourth
unit,  Halliburton  Energy  Development,  was formed  during  1996 to create new
business opportunities for development, production and operations of oil and gas
fields by integrating the broad range of Halliburton's capabilities, and it will
begin making a financial contribution in 1997.

     Energy Services' operating income increased 40 percent to $159.7 million in
the 1996 fourth  quarter  compared to the year ago  quarter.  The strong  profit
improvement  is largely  attributable  to the  segment's  higher  revenue  base,
particularly  in  the  North  America,  Latin  America  and  Europe  and  Africa
geographic regions.

     The Engineering and Construction  Services  business  segment's 1996 fourth
quarter revenues were $713.8 million,  an increase of 14 percent compared to the
same 1995 quarter.  The segment's  operating  income for the most recent quarter
was $21.6 million, up 12 percent from the year earlier quarter. The revenues and

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operating income increases are largely  attributable to improved  performance by
the manufacturing, industrial, petroleum and chemical business units.

     Dick  Cheney,  Halliburton  Company's  chairman  of  the  board  and  chief
executive officer,  said, "1996 was a successful year in building  Halliburton's
earnings and  shareholder  value.  The expected  positive  impact of many of the
initiatives implemented during the year will be recognized in future years.

     "We are continuing to focus on growing Halliburton's  business base through
the  introduction  of new  technologies,  developing  new lines of business  and
making strategic acquisitions.

     "In  addition to growth,  we continue to place great  emphasis on improving
operating  efficiency and lowering costs.  During 1996 we initiated  programs to
streamline  portions  of the  business,  realign  business  units to better meet
customer  needs,  and  optimize  utilization  of common  processes  and  support
services company-wide.

     "I am  confident  that  the  programs  and  initiatives  will  continue  to
strengthen  Halliburton's  position in meeting the needs of the market place and
enhance financial performance in 1997 and future years."

     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
                      CONSOLIDATED STATEMENTS OF INCOME**
                                   (UNAUDITED)
Quarter Ended Twelve Months Ended December 31 December 31 ---------------------- ---------------------- 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Millions of dollars except per share data Revenues Energy services $ 1,275.9 $ 961.5 $ 4,286.3 $ 3,604.0 Engineering and construction services 713.8 626.1 3,098.8 2,278.9 ---------- ---------- ---------- ---------- Total revenues $ 1,989.7 $ 1,587.6 $ 7,385.1 $ 5,882.9 ========== ========== ========== ========== Operating income Energy services $ 159.7 $ 113.8 $ 484.4 $ 398.2 Engineering and construction services 21.6 19.3 53.7 44.6 Special charges - - (85.8) (8.4) General corporate (8.0) (11.6) (34.4) (33.5) ---------- ---------- ---------- ---------- Total operating income 173.3 121.5 417.9 400.9 Interest expense (6.4) (6.2) (24.1) (47.1) Interest income 2.3 4.5 14.2 32.0 Foreign currency gains (losses) (1.2) 0.9 (3.9) 1.4 Other nonoperating, net (0.6) (0.0) (0.4) (0.3) ---------- ---------- ---------- ---------- Income from continuing operations before income taxes 167.4 120.7 403.7 386.9 Provision for income taxes (59.8) (42.4) (103.3) (137.7) ---------- ---------- ---------- ---------- Income from continuing operations 107.6 78.3 300.4 249.2 Loss from discontinued operations, net of income taxes - - - (65.5) ---------- ---------- ---------- ---------- Net income $ 107.6 $ 78.3 $ 300.4 $ 183.7 ========== ========== ========== ========== Income (loss) per share:* Continuing operations $ 0.85 $ 0.63 $ 2.38 $ 2.00 Discontinued operations - - - (0.53) Net income 0.85 0.63 2.38 1.47 Average common and common share equivalents outstanding 126.5 125.1 126.1 124.7 * Per share amounts are based upon average number of common and common share equivalents outstanding. ** Restated for Landmark Graphics Corporation pooling of interests and realignment of business segments.
Page 8 of 9 Pages The Exhibit Index Appears on Page 4 Halliburton Company Supplementary Financial Information * (In millions)
1996 ------------------------------------------------ Three months ended Year -------------------------------------- ended March 31 June 30 Sept. 30 Dec. 31 Dec. 31 -------- -------- -------- -------- -------- Revenues HES $ 663.2 $ 721.5 $ 779.0 $ 897.5 $3,061.2 Landmark 43.3 54.0 46.5 67.5 211.3 BRES 165.0 249.1 288.8 310.9 1,013.8 ------- -------- -------- -------- -------- Energy Services 871.5 1,024.6 1,114.3 1,275.9 4,286.3 Engineering and Construction Svcs 833.2 806.2 745.6 713.8 3,098.8 -------- -------- -------- -------- -------- Total $1,704.7 $1,830.8 $1,859.9 $1,989.7 $7,385.1 ======== ======== ======== ======== ======== Operating income HES $ 67.3 $ 92.1 $ 101.9 $ 133.6 $ 394.9 Landmark 3.0 5.6 0.8 10.3 19.7 BRES 8.6 30.6 14.8 15.8 69.8 -------- -------- -------- -------- -------- Energy Services 78.9 128.3 117.5 159.7 484.4 Engineering and Construction Svcs 13.7 (4.2) 22.6 21.6 53.7 Special charges (12.2) - (73.6) - (85.8) General corporate (8.8) (8.4) (9.2) (8.0) (34.4) -------- -------- -------- -------- -------- Total $ 71.6 $ 115.7 $ 57.3 $ 173.3 $ 417.9 ======== ======== ======== ======== ======== December 31, 1995 ------------------ Three Twelve months months -------- -------- Revenues HES $ 741.9 $2,623.4 Landmark 50.2 184.2 BRES 169.4 796.4 -------- -------- Energy Services 961.5 3,604.0 Engineering and Construction Services 626.1 2,278.9 -------- -------- Total $1,587.6 $5,882.9 ======== ======== Operating income HES $ 102.1 $ 313.7 Landmark 8.1 26.1 BRES 3.6 58.4 -------- -------- Energy Services 113.8 398.2 Engineering and Construction Services 19.3 44.6 Special charges - (8.4) General corporate (11.6) (33.5) -------- -------- Total $ 121.5 $ 400.9 ======== ======== * Restated for Landmark Graphics Corporation and realignment of business segments.
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