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)

                                FEBRUARY 6, 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  February  6,  1997,  registrant  issued  a press  release  entitled
Halliburton $125 Million Notes Offering  pertaining,  among other things,  to an
announcement  that an offering of $125 million  principal amount 6.75% notes due
February 1, 2027 under registrant's medium-term note program was underwritten by
Merrill Lynch & Co.,  Lehman  Brothers,  Morgan Stanley & Co.  Incorporated  and
NationsBanc  Capital  Markets,  Inc. The notes were priced at 99.781%,  to yield
6.781% to maturity.

         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 February 6, 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:  February 7, 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
                             February 6, 1997                        5 of 6
                             Incorporated by Reference






























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FOR IMMEDIATE RELEASE                        Contact: Guy T. Marcus
February 6, 1997                                      Vice President-Inv. Rel.
                                                      (214) 978-2691

                     HALLIBURTON $125 MILLION NOTES OFFERING

     DALLAS,  Texas -- An offering of $125 million principal amount  Halliburton
Company   (NYSE-HAL)6.75%  notes  due  February  1,  2027  under  the  company's
medium-term note program was  underwritten  today by Merrill Lynch & Co., Lehman
Brothers,  Morgan Stanley & Co.  Incorporated  and NationsBanc  Capital Markets,
Inc.

     The notes were priced at 99.781%,  to yield 6.781% to  maturity.  The notes
may not be redeemed at the option of Halliburton prior to maturity.  Each holder
of the notes has the right to require the company to repay such holder's  notes,
in whole or in part, on February 1, 2007. There is no sinking fund applicable to
the notes.

     The net proceeds from the sale of the notes will be added to  Halliburton's
general  funds  and  used for  general  corporate  purposes  which  may  include
repayment of debt, acquisitions, and loans and advances to and/or investments in
subsidiaries of the company for working  capital,  repayment of debt and capital
expenditures.  If  Halliburton's  previously  announced  tender  offer  for  the
outstanding  capital stock of OGC International plc is consummated,  all or part
of the purchase  price for the shares will be funded from the net proceeds  from
the sale of the notes.

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     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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