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 29, 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  29,  1997,  registrant  issued  a press  release  entitled
Halliburton to Acquire OGC International  pertaining,  among other things, to an
announcement  that  registrant  has offered to purchase  all of the  outstanding
shares of OGC  International  plc. The offered cash  purchase  price is 1.193 UK
Pounds per share ($1.94)  representing a total  purchase price of  approximately
$117.9 million if all shares are purchased.

         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 29, 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 29, 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 29, 1997                      5 of 6
                                Incorporated by Reference






























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FOR IMMEDIATE RELEASE                     Contact - Guy T. Marcus
January 29, 1997                                    Vice President-Inv. Rel.
                                                    (214) 978-2691

                    HALLIBURTON TO ACQUIRE OGC INTERNATIONAL

     DALLAS, Texas -- Halliburton Company (NYSE-HAL) announced today that it has
offered to purchase all of the outstanding shares of OGC International plc, a UK
company traded on the London Stock Exchange.  The offered cash purchase price is
1.193 UK  Pounds  per  share  ($1.94)  representing  a total  purchase  price of
approximately $117.9 million if all shares are purchased.

     OGC's board of directors has  recommended  that OGC's  shareholders  accept
this  offer and  holders  of  approximately  40  percent  of OGC's  shares  have
irrevocably agreed to tender their shares at such price to Halliburton Company.

     OGC is  engaged  in  providing  a variety of  engineering,  operations  and
maintenance  services,  primarily  to the  North  Sea  oil  and  gas  production
industry.  In 1995 OGC had  revenues  equivalent  to $378.2  million and pre-tax
profit equivalent to $23.1 million.  For the six months ended June 30, 1996, the
company had revenues  equivalent to $148.1 million and pre-tax profit equivalent
to $4.4 million. At June 30, 1996 OGC had total shareholders'  equity equivalent
to $59.9 million.

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     Dick  Cheney,  chairman  of  the  board  and  chief  executive  officer  of
Halliburton  Company,  said,  "OGC is a good strategic fit for  Halliburton  and
strengthens  our position as a leading  provider of  integrated  services to the
petroleum  industry.  The acquisition of OGC provides a major opportunity for us
to grow OGC's business in the United Kingdom and overseas."

     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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