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)

                                JANUARY 22, 1998

                               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  January  22,  1998  registrant  issued  a  press  release  entitled
Halliburton 1997 Fourth Quarter Up 38 Percent pertaining, among other things, to
an announcement that  registrant's  fourth quarter net income was $148.4 million
($.56 per share diluted),  an increase of 38 percent compared to the 1996 fourth
quarter earnings of $107.6 million ($.43 per share diluted).  Registrant's  1997
fourth  quarter  revenues  were $2.4  billion,  20 percent  higher than the year
earlier quarter. For the full year of 1997, registrant's net income increased 51
percent to $454.4  million  ($1.75 per share  diluted)  compared to 1996,  while
revenues increased 19 percent above 1996 results to $8.8 billion.

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 January 22, 1998.


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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:    January 27, 1998        By:  /s/ Susan S. Keith
                                      ------------------------------
                                        Susan S. Keith
                                        Vice President and Secretary





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                                  EXHIBIT INDEX



Exhibit                                                      Sequentially
Number                     Description                       Numbered Page

20                         Press Release of                  5 of 9
                           January 22, 1998
                           Incorporated by Reference




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FOR IMMEDIATE RELEASE      Contact: Guy T. Marcus            Dirk Vande Beek
January 22, 1998                    V.P. -Inv. Rel.          Media Relations
                                    (214) 978-2691           (713) 676-8097


                  HALLIBURTON 1997 FOURTH QUARTER UP 38 PERCENT


         DALLAS,  Texas --  Halliburton  Company  (NYSE:HAL)  today reports 1997
fourth  quarter  net  income of $148.4  million  ($ .56 per share  diluted),  an
increase of 38 percent compared to the 1996 fourth quarter's  earnings of $107.6
million  ($ .43 per share  diluted).  The strong  earnings  growth was driven by
substantially  higher levels of profitability at both of Halliburton's  business
segments.  Halliburton's  1997 fourth  quarter  revenues were $2.4  billion,  20
percent higher than the year earlier quarter.
         For the full  year of  1997,  Halliburton's  net  income  increased  51
percent to $454.4  million  ($1.75 per share  diluted)  compared to 1996,  while
revenues increased 19 percent above 1996 results to $8.8 billion.
         The Energy  Services  Group  business  segment's  1997  fourth  quarter
revenues reached $1.7 billion,  32 percent higher than the year earlier quarter.
Each of the segment's four business units - Halliburton Energy Services, Brown &
Root  Energy  Services,  Landmark  Graphics  Corporation  and Halliburton Energy
                                     -more-

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Halliburton Company                         2

Development - posted strong 1997 fourth quarter  revenue  gains.  The growth was
experienced  worldwide.  Fourth  quarter 1997  revenues  from  activities in the
United States increased 32 percent  compared to a year ago, while  international
revenues increased 31 percent.
         The Energy Services Group business  segment's  operating income for the
1997 fourth  quarter  was $226.7  million,  42 percent  higher than the year ago
period.  The operating  income is inclusive of a $20.5 million loss provision ($
 .04 per share diluted after tax) in the 1997 fourth quarter, relating to a Brown
& Root Energy Services  (BRES) job in the Middle East. The operating  margin for
the segment,  including the impact of the BRES  provision,  was 13.5 percent for
the  1997  fourth  quarter  compared  to 12.5  percent  a year  earlier.  Higher
operating  income and margins resulted from a combination of increased levels of
demand,  a  strengthened  pricing  environment,  and an  expanded  sales  mix of
technology driven and value added products and services.
         The  Engineering  and   Construction  Group   business   segment's 1997
fourth  quarter  revenues  were  $707.4  million,  off  one  percent from a year
earlier.  Flat  revenues  were due, in part,  to actions  taken to withdraw from
highway/paving,   environmental,   and   certain   types   of  engineering   and
construction  activities  while  focusing  more resources on petroleum, chemical

                                     -more-
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Halliburton Company                         3

and forest  products  projects which should be more profitable in the long-term.
         The  Engineering and  Construction  Group  segment's  operating  income
doubled to $43.2  million,  compared to the 1996 fourth  quarter.  The segment's
operating  income and margins are continuing to benefit from  restructuring  and
other cost efficiency  initiatives  which have been implemented  during the past
year.
         Dick  Cheney,  Halliburton  Company's  chairman  of the board and chief
executive  officer,  said,  "Halliburton  made excellent  financial  performance
progress in 1997,  and the company  was also able to  substantially  improve its
future  outlook  and  competitive  position  through  the  execution  of several
significant strategic programs during the year."
         "Some  of the  significant  programs  achieved  in  1997  included  the
successful  consolidation  and restructuring of the Engineering and Construction
Group business segment; the establishment of a new shared services  organization
in  1996  is  now  providing  more  cost  effective  functional  services  on  a
company-wide  basis;  introduction of leading-edge  technologies;  completion of
strategic  acquisitions  that further  strengthen  the  company's  technological

                                     -more-
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Halliburton Company                         4

position   and   extend   its   market   presence;  and the  establishment  of a
market  leadership  position  in   providing   customers   with  single   source
life  of  the  well capabilities."
         Cheney concluded, "Halliburton will utilize its financial and strategic
successes of 1997 as the foundation for driving continued growth and progress in
1998.  I am  optimistic  about the  coming  year based on  discussions  with our
petroleum  industry  customers  and their  plans for 1998.  Also,  Halliburton's
engineering  and  construction  business  operations  enter  1998 with a backlog
totaling $6.9 billion, an increase of 43 percent from a year ago, which provides
the company with excellent growth opportunities."
         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 Twelve Months Ended December 31 December 31 ---------------------------- ----------------------------- 1997 1996 1997 1996 ------------- ------------- ------------- -------------- Millions of dollars except per share data Revenues Energy Group $ 1,677.9 $ 1,275.9 $ 5,756.4 $ 4,286.3 Engineering and Construction Group 707.4 713.8 3,062.2 3,098.8 ------------- ------------- ------------- -------------- Total revenues $ 2,385.3 $ 1,989.7 $ 8,818.6 $ 7,385.1 ============= ============= ============= ============== Operating income Energy Group $ 226.7 $ 159.7 $ 706.4 $ 484.4 Engineering and Construction Group 43.2 21.6 133.9 53.7 Special charges - - (8.6) (85.8) General corporate (9.5) (8.0) (33.6) (34.4) ------------- ------------- ------------- -------------- Total operating income 260.4 173.3 798.1 417.9 Interest expense (13.5) (6.4) (42.7) (24.1) Interest income 2.4 2.3 11.7 14.2 Foreign currency losses (1.2) (1.2) (0.9) (3.9) Other nonoperating, net (0.3) (0.3) 0.1 0.1 ------------- ------------- ------------- -------------- Income before income taxes and minority interests 247.8 167.7 766.3 404.2 Provision for income taxes (97.6) (59.8) (300.0) (103.3) Minority interest in net (income) loss of subsidiaries (1.8) (0.3) (11.9) (0.5) ------------- ------------- ------------- -------------- Net income $ 148.4 $ 107.6 $ 454.4 $ 300.4 ============= ============= ============= ============== Basic income per share $ 0.57 $ 0.43 $ 1.78 $ 1.20 Diluted income per share $ 0.56 $ 0.43 $ 1.75 $ 1.19 Basic average common shares outstanding 262.1 250.5 255.4 249.9 Diluted average common shares outstanding 266.9 252.9 259.5 252.2 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 on June 26, 1997. Basic and diluted per share amounts are presented in accordance with SFAS 128, "Earnings per Share".
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