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)

                         MARCH 27, 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  March  27,  1997,  registrant issued  a  press  release
entitled  Halliburton's Offer to Acquire OGC Accepted pertaining,
among  other things, to an announcement that 97.4% of the holders
of  outstanding  shares of OGC International  plc  have  accepted
registrant's offer to purchase all of the outstanding  shares  of
OGC.  Registrant will pay 1.193 UK pounds ($1.94)  for  each  OGC
share  on  April 3, 1997. Although the offer remains  open  until
further  notice, any remaining shares of OGC will be acquired  by
Halliburton   pursuant   to  UK  law  which   allows   compulsory
acquisition  of such shares on the same terms as the  offer.  The
total purchase price will be approximately $118 million.

      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 March 27, 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:  March 27, 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
                    March 27, 1997                 5 of 5
                    Incorporated by Reference































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FOR IMMEDIATE RELEASE       Contact - Guy T. Marcus
March 27, 1997                        Vice President-Inv. Rel.
                                      (214) 978-2691

        HALLIBURTON'S OFFER TO ACQUIRE OGC ACCEPTED

     DALLAS, Texas -- Halliburton Company (NYSE-HAL) announced
today that holders of 97.4% of the outstanding shares of OGC
International plc have accepted Halliburton's offer to purchase
all of the outstanding shares of OGC.  Such offer is now
unconditional and Halliburton will pay 1.193 UK pounds ($1.94)
for each share of OGC on April 3, 1997.  Although the offer
remains open until further notice, any remaining shares of OGC
will be acquired by Halliburton pursuant to UK law which allows
compulsory acquisition of such shares on the same terms as the
offer.  The total purchase price will be approximately $118
million.

     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.

     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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