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)

                                 AUGUST 21, 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  August  21,  1998  registrant   issued  a  press  release  entitled
 Halliburton to Sell M-I Interest to Smith International pertaining, among other
 things, to an announcement that registrant and Smith International have entered
 into a definitive agreement pursuant to which Smith International will purchase
 registrant's 36 percent ownership interest in M-I L.L.C. for $265 million.  The
 purchase  price will be paid in the form of a non-interest  bearing  promissory
 note due 240 days  after  closing.  Closing is  expected  by the end of August,
 1998. All of M-I's debt will remain an obligation of M-I.

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 August 21, 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:    August 21, 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 5
                           August 21, 1998
                           Incorporated by Reference



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FOR IMMEDIATE RELEASE    Contact: Guy T. Marcus              John J. Kennedy
August 21, 1998                   V P-Investor Relations     CFO
                                  Halliburton                Smith International
                                  (214) 978-2691             (281) 443-3370

             HALLIBURTON TO SELL M-I INTEREST TO SMITH INTERNATIONAL

         DALLAS,   Texas   --   Halliburton   Company   (NYSE:HAL)   and   Smith
International,  Inc.,  (NYSE,  PSE:SII)  jointly  announce  today that they have
entered into a definitive  agreement pursuant to which Smith  International will
purchase  Halliburton's  36 percent  ownership  interest in M-I L.L.C.  for $265
million.   M-I  is  a  leading   supplier  of  drilling  and  completion   fluid
products/systems,  services and equipment to the worldwide  petroleum  industry.
Smith currently owns 64 percent of M-I.
         The purchase  price will be paid by Smith in the form of a non-interest
bearing  promissory  note due 240 days  after  closing.  All of M-I's  debt will
remain an obligation of M-I. Closing is expected by the end of August 1998. This
transaction will complete  Halliburton's  commitment to sell its M-I interest in
connection with its pending merger with Dresser Industries, Inc. (NYSE:DI) which
is expected to close this fall.
         Smith  International,  Inc. is a leading worldwide  supplier of premium
products  and  services  to  the  oil  and  gas   exploration,   production  and
petrochemical industries through its five principal business units - M-I Fluids,
M-I SWACO, Smith Bits, Smith Drilling & Completions and Wilson Supply.
         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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