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)

                                NOVEMBER 21, 2001

                               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 November 21, 2001 registrant issued a press release entitled "Halliburton Closes Deal to Acquire Magic Earth" pertaining, among other things, to an announcement that an indirect wholly owned subsidiary of registrant merged into Magic Earth, Inc., a leading 3-D visualization and interpretation technology company. As a result of the stock-for-stock transaction valued at $100 million, Magic Earth becomes a wholly owned business unit of registrant. 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 November 21, 2001. 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: November 21, 2001 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 Description 20 Press Release Dated November 21, 2001 Incorporated by Reference Page 4 of 5 Pages The Exhibit Index Appears on Page 4

FOR IMMEDIATE RELEASE               CONTACT: Wendy Hall
November 20, 2001                            Halliburton
                                             (713) 676-5227
                                             wendy.hall@halliburton.com

                                             Rod Hotz
                                             Landmark Graphics Corp.
                                             (281) 368-5766
                                             rhotz@lgc.com

                                             Pamela Griffin
                                             Magic Earth, Inc.
                                             (832) 200-4706
                                             pgriffin@magic-earth.com


                 HALLIBURTON CLOSES DEAL TO ACQUIRE MAGIC EARTH

DALLAS,  Texas -  Halliburton  (NYSE:  HAL)  announces  that  the  merger  of an
indirect,  wholly owned  subsidiary  of  Halliburton  into Magic Earth,  Inc., a
leading 3-D visualization and interpretation  technology company,  was completed
today. As a result of the  stock-for-stock  transaction  valued at $100 million,
Magic Earth becomes a wholly owned business unit of Halliburton.
     This  acquisition  complements  the full suite of  integrated  exploration,
drilling and production  technologies from Landmark - Halliburton's wholly owned
business  unit - by adding Magic  Earth's  real-time  3-D visual  interpretation
technology.
     "We  believe  that  our oil  and gas  exploration  customers  will  benefit
tremendously as a result of integrating key technologies provided by Magic Earth
and Landmark," said Dave Lesar, chairman,  president and CEO of Halliburton. "We
see the integration of Magic Earth's software and Landmark's data infrastructure
and other  leading  software  tools as a major step forward to the next level of
value creation."
     Edgar Ortiz,  president and CEO of  Halliburton's  Energy  Services  Group,
underscored  the  importance  of the  acquisition  and the  real-time  reservoir
solutions for customers that become  available.  "This acquisition will allow us
to further differentiate ourselves in the area of real-time reservoir knowledge.
Magic Earth's 3-D visual interpretation  solutions will significantly reduce the
time it takes to interpret  seismic  data,  enabling  customers to capture value
early in the reservoir life cycle."
     "We're  exceptionally  pleased to be joining the  Halliburton  and Landmark
family," said Michael J. Zeitlin,  the current chairman of Magic Earth.  Zeitlin
will remain president and CEO of Magic Earth.
     Magic Earth, founded in 1999, specializes in real-time volume visualization
and interpretation  software and solutions,  including consultation services for
interpretation  projects,  training  and  large-screen  immersive  visualization
centers.  For additional  information about Magic Earth, visit the company's Web
site at www.magicearth.com.
     Landmark is the leading  supplier of software and services for the upstream
oil and  gas  industry.  The  company's  software  solutions  span  exploration,
production,  drilling, business decision analysis and data management.  Landmark
offers a broad range of consulting  services  that enable  customers to optimize
their technical, business and decision processes. Visit the Landmark Web site at
www.lgc.com for more information.
     Halliburton,  founded in 1919, is the world's largest  provider of products
and services to the  petroleum  and energy  industries.  The company  serves its
customers  with a broad  range of  products  and  services  through  its  Energy
Services Group and Engineering and Construction business segments. The company's
Web site can be accessed at www.halliburton.com.

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