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)

                                 APRIL 23, 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

                                Page 1 of 7 Pages
                       The Exhibit Index Appears on Page 4


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  April  23,  1997,   registrant  issued  a  press  release  entitled
Halliburton  First  Quarter  Net Income Up 82 Percent  pertaining,  among  other
things, to an announcement of its 1997 first quarter net income of $83.0 million
or $.65 per share, an increase of 82 percent  compared to 1996 first quarter net
income of $45.5  million or $.36 per  share.  Registrant's  1997  first  quarter
consolidated  revenues  were  $1,897.5  million,  an increase of 11 percent from
first quarter 1996.

         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 April 23, 1997.

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         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:    April 23, 1997                     By: /s/__________________________
                                                    Susan S. Keith
                                                Vice President, Secretary and
                                                   Corporate Counsel

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                       The Exhibit Index Appears on Page 4

                                  EXHIBIT INDEX

Exhibit                                                       Sequentially
Number                     Description                        Numbered Page

    20                     Press Release of
                           April 23, 1997                       5 of 7
                           Incorporated by Reference

                                Page 4 of 7 Pages
                       The Exhibit Index Appears on Page 4

FOR IMMEDIATE RELEASE           Contact-Guy T. Marcus
April 23, 1997                          Vice President-Inv. Rel.
                                        (214) 978-2691


     DALLAS,  Texas --  Halliburton  Company  (NYSE-HAL)  announces  1997  first
quarter net income of $83.0 million ($.65 per share),  an increase of 82 percent
compared  to 1996 first  quarter net income of $45.5  million  ($.36 per share).
Halliburton  Company's  1997 first quarter  consolidated  revenues were $1,897.5
million,  up 11 percent from the year earlier  period.  Profitability  increased
because  of  substantial  earnings  improvement  at  both  the  Energy  and  the
Engineering and Construction business segments.

     The Energy Group business  segment's 1997 first quarter revenues  increased
29 percent to $1,120.3  million  compared to the 1996 quarter,  while 1997 first
quarter  operating income increased 49 percent to $117.2 million compared to the
year  earlier   quarter.   Strong  growth  was  experienced  by  both  U.S.  and
international  business  operations where revenue increases of 31 percent and 27
percent, respectively, were achieved as compared to a year earlier.

     The  Engineering  and  Construction  Group's  1997 first  quarter  revenues
totalled  $777.2 million,  a decline of 7 percent  compared to the 1996 quarter.
The winding down of a logistical support contract for U.S. Army troops in Bosnia
resulted  in  revenue  reduction  of more than $150  million  in the 1997  first
quarter compared to a year ago.  However,  operating income more than doubled to
$29.4 million in the 1997 first quarter  compared to last year's first  quarter.
The  business  segment  is  now  benefitting  from  efficiencies  created  by  a
restructuring  program initiated during 1996, as well as giving greater emphasis
to fixed-price contracts with greater profit margin potential.

     Dick Cheney,  Halliburton  Company's  chairman of the board,  president and
chief executive  officer,  commented,  "The substantial  financial and operating
improvement  at both of the  Company's  business  segments is  encouraging.  The
Energy  Group  has been  aided  by a  combination  of  stronger  general  market
conditions as well as the successful introduction of new technologies, continued
emphasis  on  programs  designed  to  enhance  operating  efficiencies,  and the
implementation  of alliances and energy  development  projects  requiring a wide
range of  services  from the Company  for its  clients  around the world.  Since
mid-year 1996 Brown & Root's employees have made notable progress implementing a
restructuring  program and  strategic  initiatives  which are now  beginning  to
visibly benefit our core Engineering and Construction business.

     "Progress on  implementing  key strategic  initiatives  and cost  reduction
programs  during the 1997 first quarter gives  momentum that should  benefit the
Company in future periods."

     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.

                          # # #

HALLIBURTON COMPANY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Quarter Ended March 31 ---------- ----------- 1997 1996 * ---------- ---------- Millions of dollars except per share data Revenues Energy Group $ 1,120.3 $ 871.5 Engineering and Construction Group 777.2 833.2 ---------- ---------- Total revenues $ 1,897.5 $ 1,704.7 ========== ========== Operating income Energy Group $ 117.2 $ 78.9 Engineering and Construction Group 29.4 13.7 Special charges - (12.2) General corporate (7.9) (8.8) ---------- ---------- Total operating income 138.7 71.6 Interest expense (6.1) (5.0) Interest income 4.4 3.8 Foreign currency gains 1.0 1.0 Other nonoperating, net 0.6 0.6 ---------- ---------- Income before income taxes and minority interests 138.6 72.0 Provision for income taxes (52.7) (26.6) Minority interest in net (income) loss of subsidiaries (2.9) 0.1 ---------- ---------- Net income $ 83.0 $ 45.5 ========== ========== Income per share:** $ 0.65 $ 0.36 Average common and common share equivalents outstanding 127.7 125.4 * Restated for Landmark Graphics Corporation pooling of interests and realignment of business segments. ** Per share amounts are based upon average number of common and common share equivalents outstanding.