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)

                          MAY 28, 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 May 28, 1997, registrant issued a press release entitled
Halliburton  to Acquire Kinhill Holdings pertaining, among  other
things,  to an announcement  that registrant's Brown &  Root  Pty
Ltd  business unit has offered to purchase for cash  all  of  the
outstanding  shares  of Kinhill Holdings Limited,  an  Australian
public company.  The offered cash purchase price is AUD 1.64  per
share  (about  $1.25  U.S.).   The consideration,  including  the
purchase of outstanding options and convertible notes, will total
about $34 million U.S.  The offer will be made by Brown & Root to
Kinhill   shareholders  within  the  next  few   days   and   the
shareholders  will  have 30 days to accept.   Brown  &  Root  has
already acquired control of 19.99 percent of the issued shares of
Kinhill as well as some convertible notes and an existing  option
to subscribe to 1,375,000 shares.

      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 May 28, 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:  May 28, 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
                       May 28, 1997                     5 of 6
                       Incorporated by Reference































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FOR IMMEDIATE RELEASE   Contacts-Guy T. Marcus    Barbara Johnson
May 28, 1997                     VP - Inv. Rel.   Media Rel.
                                 (214)978-2691    (713)676-8097

             HALLIBURTON TO ACQUIRE KINHILL HOLDINGS

     DALLAS, Texas -- Halliburton Company (NYSE-HAL) announced
today that its Brown & Root Pty Ltd business unit has offered to
purchase for cash all of the outstanding shares of the
engineering group Kinhill Holdings Limited, an Australian public
company.  The offered cash purchase price is AUD1.64 per share
(about $1.25 U.S.).  The consideration, including the purchase of
outstanding options and convertible notes, will total about $34
million U.S.

     Brown & Root will make the offer to Kinhill shareholders
within the next few days, who will then have 30 days to accept.
Brown & Root already has acquired control over 19.99 percent of
the issued shares of Kinhill, as well as some convertible notes
and an existing option to subscribe to 1,375,000 shares.  The
directors and staff of Kinhill and their related interests hold a
major stake in the company.

     Kinhill, one of Asia's largest engineering services groups,
had operating revenues for their most recent fiscal year ended
June 30, 1996 of about $123.5 million U.S. (based on current
exchange rates) and after-tax profits were $2.1 million.

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     "Kinhill is a strategic fit for Halliburton's Brown & Root
business operations in the Asia/Pacific region," says Dick
Cheney, chairman of the board, president and chief executive
officer of Halliburton Company.  "Their proven engineering record
in mining and minerals processing, petroleum and chemicals, water
and wastewater, transportation and commercial and civil
infrastructure fits well with our growth strategy. Kinhill
already has substantial operational experience in markets in
Australia, Indonesia, Thailand, Singapore, India and the
Philippines."

     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.  Brown & Root is
the engineering and construction arm of Halliburton Company.


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