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)

                                  JULY 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






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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 July 23, 1997  registrant  issued a press release  entitled  Halliburton
1997 Second Quarter Net Income Up 42 Percent pertaining,  among other things, to
an  announcement  that  registrant's  1997  second  quarter net income of $101.9
million increased 42 percent compared to 1996 second quarter net income of $71.8
million.  After giving effect to registrant's recent 2-for-1 common stock split,
registrant earned $.40 per share in the 1997 second quarter compared to $.29 per
share in the year  earlier  period.  Consolidated  revenues for the company were
$2,231.1 million in the 1997 second quarter,  an increase of 22 percent from the
year ago quarter.

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 July 23, 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:    July 24, 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                   5 of 8
                           July 23, 1997
                           Incorporated by Reference

































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FOR IMMEDIATE RELEASE                        Contact-Guy T. Marcus
July 23, 1997                                VP-Inv.Rel.
                                             (214) 978-2691


            HALLIBURTON 1997 SECOND QUARTER NET INCOME UP 42 PERCENT

     DALLAS,  Texas --  Halliburton  Company  (NYSE:HAL)  announces  1997 second
quarter net income of $101.9 million, an increase of 42 percent compared to 1996
second quarter net income of $71.8 million. After giving effect to Halliburton s
recent 2-for-1 common stock split, Halliburton earned $.40 per share in the 1997
second  quarter  compared  to  $.29  per  share  in  the  year  earlier  period.
Consolidated  revenues for the company were $2,231.1  million in the 1997 second
quarter,  an increase of 22 percent  from the year ago  quarter.  Halliburton  s
increased  earnings  resulted from  substantial  profit  improvement by both the
Energy and the Engineering and Construction business segments of the company.

     The  Energy  Group  business  segment's  revenues  increased  42 percent to
$1,456.4  million  compared to the year earlier  quarter.  Strong  business unit
revenue gains were achieved by Halliburton  Energy Services,  Landmark  Graphics
Corporation  and Brown & Root  Energy  Services.  Brown & Root  Energy  Services
benefited  from inclusion of newly  acquired OGC  International  plc in the 1997
second quarter.  Growth was experienced  worldwide with U.S. revenues increasing
by 36 percent and international revenues by 45 percent compared to a year ago.

                                     -more-



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Halliburton Company                Page 2


     Operating  income for the Energy Group business  segment in the 1997 second
quarter increased 25 percent to $160.1 million compared to the second quarter of
1996.  Last year's second quarter  benefited from  recognition of $32 million of
gain-sharing  award  relating  to the  successful  completion  of the BP  Andrew
project  substantially  ahead  of  schedule  and  under  budget.  Excluding  the
gain-sharing  award from last  year's  results,  1997 second  quarter  operating
income increased by 66 percent.

     The Engineering and Construction Group business segment's operating margins
improved to 3.9 percent and operating  income reached $30.0 million for the 1997
second  quarter  compared to a loss of $4.2 million in the 1996 second  quarter.
The increased  margins and operating  income reflect  benefits now accruing from
restructuring  the business in late 1996 and refocusing new backlog  acquisition
efforts on projects with higher profit  margin  potential.  Revenues were $774.7
million in the 1997 second  quarter,  a decline of four percent  compared to the
1996 second  quarter due  primarily to a reduction of about $100 million of work
for the U.S. Department of Defense in Bosnia.

     Dick  Cheney,  chairman  of the board and chief  executive  officer,  said,
"Halliburton Company's engineering and construction backlog reached $7.0 billion
at June 30, an increase of 44 percent since the beginning of 1997. New strategic
acquisitions  completed  over the past  year  have  strengthened  the  company's
competitive  position,  and we look forward to completing  the  acquisitions  of
Kinhill  Holdings Limited and NUMAR  Corporation and adding NUMAR'S  proprietary
MRIL (Magnetic  Resonance  Imaging Logging)  technology to our array of services
offered to the  petroleum  industry.  These are some of the factors that give me
optimism about the company's future growth prospects."

                                     -more-



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Halliburton Company                Page 3


     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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HALLIBURTON COMPANY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Quarter Ended Six Months June 30 June 30 ---------- ---------- ---------- ---------- 1997 1996 * 1997 1996 * ---------- ---------- ---------- ---------- Millions of dollars except per share data Revenues Energy Group $ 1,456.4 $ 1,024.6 $ 2,576.7 $ 1,896.1 Engineering and Construction Group 774.7 806.2 1,551.9 1,639.4 ---------- ---------- ---------- ---------- Total revenues $ 2,231.1 $ 1,830.8 $ 4,128.6 $ 3,535.5 ========== ========== ========== ========== Operating income Energy Group $ 160.1 $ 128.3 $ 277.3 $ 207.2 Engineering and Construction Group 30.0 (4.2) 59.4 9.5 Special charges - - - (12.2) General corporate (8.1) (8.4) (16.0) (17.2) ---------- ---------- ---------- ---------- Total operating income 182.0 115.7 320.7 187.3 Interest expense (9.7) (5.8) (15.8) (10.8) Interest income 2.1 3.3 6.5 7.1 Foreign currency gains (losses) (0.4) (3.2) 0.6 (2.2) Other nonoperating, net (0.1) (0.5) 0.5 0.1 ---------- ---------- ---------- ---------- Income before income taxes and minority interests 173.9 109.5 312.5 181.5 Provision for income taxes (68.5) (37.7) (121.2) (64.3) Minority interest in net (income) loss of subsidiaries (3.5) - (6.4) 0.1 ---------- ---------- ---------- ---------- Net income $ 101.9 $ 71.8 $ 184.9 $ 117.3 ========== ========== ========== ========== Income per share ** $ 0.40 $ 0.29 $ 0.72 $ 0.47 Average common and common share equivalents outstanding 256.0 251.3 255.7 251.1 * Restated for Landmark Graphics Corporation pooling of interests and business realignment. ** Per share amounts are based upon average number of common and common share equivalents outstanding adjusted for the two-for-one common stock split declared on June 9, 1997, and effected in the form of a stock dividend on July 21, 1997, to shareholders of record at June 26, 1997.
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