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 31, 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










                                Page 1 of 5 Pages
                       The Exhibit Index Appears on Page 4


         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  31,  1998  registrant  issued  a press  release  entitled  
Halliburton  Completes  Sale of M-I  Interest  to Smith International  
pertaining,  among other things, to an announcement that Smith International has
completed the purchase of registrant's 36 percent ownership interest in 
M-I L.L.C. for $265 million.  The purchase price was in the form of a 
non-interest bearing promissory note due 240 days after the August 31, 1998
closing.  All of M-I's debt will remain an obligation of M-I. This  transaction
completes registrant's  commitment to sell its M-I interest in connection with 
registrant's  pending merger with Dresser Industries,  Inc. which
is expected to close this fall.

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 31, 1998.

                                Page 2 of 5 Pages
                       The Exhibit Index Appears on Page 4


                                   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 31, 1998               By: /s/   Susan S. Keith
                                           -----------------------------  
                                           Susan S. Keith
                                           Vice President and Secretary


                                Page 3 of 5 Pages
                       The Exhibit Index Appears on Page 4


                                  EXHIBIT INDEX



Exhibit                                                  Sequentially
Number                     Description                   Numbered Page

20                         Press Release of              5 of 5
                           August 31, 1998
                           Incorporated by Reference

                                Page 4 of 5 Pages
                       The Exhibit Index Appears on Page 4




FOR IMMEDIATE RELEASE      Contact: Guy T. Marcus           John J. Kennedy
August 31, 1998                     V P-Investor Relations  CFO
                                    Halliburton             Smith International
                                    214) 978-2691           (281) 443-3370

                 HALLIBURTON COMPLETES SALE OF M-I INTEREST TO 
                               SMITH INTERNATIONAL

         DALLAS, Texas -- Halliburton Company (NYSE:HAL) and Smith 
International, Inc., (NYSE, PSE:SII) jointly announce today that Smith
International has completed the purchase of 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 now owns 100 percent of M-I; Smith owned a 64 percent
majority interest prior to today's purchase.
         The purchase price was paid by Smith in the form of a non-interest
bearing promissory note due 240 days after today's closing.  All of M-I's debt
will remain an obligation of M-I.  This transaction completes 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.

                                       ###

                                Page 5 of 5 Pages
                       The Exhibit Index Appears on Page 4