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)

                                DECEMBER 11, 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





                                Page 1 of 6 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 December 11, 2001 registrant issued a press release entitled "Halliburton Maintains Standard & Poor's Investment Grade Rating". The following summarizes that press release: Registrant announced that Standard and Poor's reduced its long-term credit rating to A- from A+ and registrant's commercial paper rating from A1 to A2. The ratings continue at investment grade levels. Highlights of registrant's December 10, 2001 telephone conference call to discuss its asbestos litigation strategy and balance sheet and liquidity included: o Registrant currently has approximately $250 million in cash. The cash balance alone is enough to satisfy 16 percent of registrant's debt. o In addition to cash, as of October 31, 2001, registrant had $2.7 billion in other positive working capital, another significant source of liquidity. o Registrant currently has $700 million in committed credit lines on bank revolving credit agreements, under which there are no outstandings. o During the first ten months of 2001 registrant has reduced its debt from 40 percent of capitalization to 25 percent. 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 December 11, 2001. Page 2 of 6 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: December 12, 2001 By: /s/ Susan S. Keith ---------------------------------------- Susan S. Keith Vice President and Secretary Page 3 of 6 Pages The Exhibit Index Appears on Page 4

EXHIBIT INDEX Exhibit Description 20 Press Release Dated December 11, 2001 Incorporated by Reference Page 4 of 6 Pages The Exhibit Index Appears on Page 4

FOR IMMEDIATE RELEASE               CONTACT:Cedric Burgher
December 11, 2001                           Vice President-Investor Relations
                                            cedric.burgher@halliburton.com
                                            (713) 676-5227

                                            Wendy Hall
                                            Manager-Media Relations
                                            wendy.hall@halliburton.com
                                            (713) 676-5227


               HALLIBURTON MAINTAINS STANDARD & POOR'S INVESTMENT
                                  GRADE RATING


     DALLAS, Texas - Standard and Poor's today reduced Halliburton's (NYSE: HAL)
long-term credit rating to A- from A+, and the company's commercial paper rating
from A1 to A2. The ratings continue at investment grade levels.

     "We are pleased to see that we continue  to hold  strong  investment  grade
ratings with Standard & Poor's in light of all that has happened in the last few
days,"  said  Dave  Lesar,  chairman,  president  and chief  executive  officer,
Halliburton.  "The  strength  of our  balance  sheet  and  our  underlying  core
businesses mean we can look forward to returning to our A+ rating as we continue
to execute on our business strategies."

     On  Monday  morning,  Halliburton  outlined  its  strategy  with  regard to
asbestos  litigation.  In addition,  the company  reviewed its balance sheet and
liquidity. Highlights included:

     o   Halliburton currently has approximately $250 million in cash.  The cash
         balance alone is enough to satisfy 16 percent of the company's debt.

     o   In  addition  to  cash, as of  October 31, 2001,  Halliburton  had $2.7
         billion in other  positive working capital, another  significant source
         of liquidity.

                                     -more-

Halliburton Company page 2 o Halliburton currently has $700 million in committed credit lines on bank revolving credit agreements, under which there are no outstandings. o During the first ten months of 2001 Halliburton has reduced its debt from 40 percent of capitalization to 25 percent. "Halliburton is very sound financially," said Doug Foshee, chief financial officer, Halliburton. "Halliburton has an extremely strong balance sheet that is conservatively financed with substantial amounts of working capital as well as significant amounts of borrowing capacity." 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 Group business segments. The company's World Wide Web site can be accessed at www.halliburton.com. ###