As filed with the Securities and Exchange Commission on January 9, 2002
                                                     Registration No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                               HALLIBURTON COMPANY
             (Exact name of Registrant as specified in its charter)

           Delaware                                              75-2677995
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               3600 Lincoln Plaza
                                500 N. Akard St.
                               Dallas, Texas 75201
                    (Address of principal executive offices)

            HALLIBURTON COMPANY DIRECTORS' DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                LESTER L. COLEMAN
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                               HALLIBURTON COMPANY
                               3600 Lincoln Plaza
                                500 N. Akard St.
                               Dallas, Texas 75201
                     (Name and address of agent for service)

                                 (214) 978-2600
          (Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE ============================================================================================================ TITLE OF SECURITIES PROPOSED PROPOSED TO BE REGISTERED (1) AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE OFFERING AGGREGATE REGISTRATION REGISTERED (2) PRICE OFFERING FEE PER UNIT PRICE (2) - ------------------------------------------------------------------------------------------------------------ Deferred Compensation Obligations Common Stock, par value $2.50 ============================================================================================================ Total $10,000,000 100% $10,000,000 $2,390 ============================================================================================================ (1) The Deferred Compensation Obligations are unsecured obligations of Halliburton Company to pay deferred compensation in the future to non-employee directors of Halliburton Company in accordance with the terms of the Halliburton Company Directors' Deferred Compensation Plan. (2) Not specified as to each class of securities to be registered pursuant to Rule 457(o). The amount to be registered is estimated solely for the purpose of calculating the registration fee and includes such indeterminate number of shares of Halliburton Company Common Stock as may be issued at indeterminate prices in fulfillment of certain Deferred Compensation Obligations. ============================================================================================================
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the participating employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Sections 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, heretofore filed with the SEC by the Registrant pursuant to the Exchange Act, are incorporated herein by reference. (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000; (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001; and (c) The Registrant's Current Reports on Form 8-K filed on January 2, 2001; January 3, 2001; February 2, 2001; February 2, 2001; February 20, 2001; March 6, 2001; March 13, 2001; March 23, 2001; April 11, 2001; April 27, 2001; May 1, 2001; May 10, 2001; May 16, 2001; June 7, 2001; June 29, 2001; July 12, 2001; July 20, 2001; July 27, 2001; July 27, 2001; October 19, 2001; October 26, 2001; October 30, 2001; November 6, 2001; November 7, 2001; November 27, 2001; December 4, 2001; December 7, 2001; December 11, 2001; December 12, 2001; December 20, 2001; January 4, 2002 and January 8, 2002. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered by this registration statement have been sold or which deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Halliburton's common stock is registered under Section 12 of the Securities Exchange Act of 1934 and, accordingly, no description is provided hereunder. Under the Halliburton Directors' Deferred Compensation Plan, non-employee Directors of Halliburton may at any time elect to defer all or a portion of their compensation for services as a Director until after their Board service terminates. The amounts of compensation deferred by participants under the Plan are referred to as "Deferred Compensation Obligations." The Plan is administered by a committee of Directors (the "Committee") appointed by Halliburton's Board of Directors. A participant may elect to have his or her deferred compensation and earnings thereon held subject to interest ("Deferred Compensation Account") or translated into stock equivalents based on Halliburton's common stock ("Stock Equivalents Account"). Amounts allocated to a participant's Deferred Compensation Account is credited quarterly with an amount equivalent to interest at Citibank N.A.'s prime rate for major corporate borrowers. The number of stock equivalents, or fractions thereof, to be credited quarterly to a participant's Stock Equivalents Account is determined by dividing the amount of deferred compensation by the market price of Halliburton's common stock on the last trading day of the fiscal quarter. Such Stock Equivalents Account is also credited with any dividends or other distributions paid during the quarter which the participant would have received if he or she had been the owner of the number of shares of common stock equal to the number of stock equivalents in his or her Stock Equivalents Account on the applicable record date. The Deferred Compensation Obligations will be payable following termination of Board service in one of the following forms, as determined by the Committee (defined below) in its sole discretion: (a) single lump sum; (b) five equal annual installments; or (c) ten equal annual installments. The lump sum payment or initial annual installment will be distributed on the last business day of January following the close of the calendar year in which service terminates. If

a participant should die, the undistributed balance of his or her account(s) will be paid to his or her estate or personal representative as soon as administratively feasible. Amounts from a participant's Stock Equivalents Account will be distributed in shares of Halliburton's common stock. The Deferred Compensation Obligations are unsecured general obligations of Halliburton and will rank equally with other unsecured indebtedness of Halliburton. Benefits under the Plan may not be assigned or alienated, either voluntarily or involuntarily, other than by will or the applicable laws of descent and distribution. Halliburton may amend or terminate the Plan at any time; provided, however, that no such amendment or termination may deprive a participant of the amounts allocated to his or her account(s) or be retroactive in effect to the prejudice of any participant. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware or DGCL, provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees, and agents. Indemnification is allowed in connection with threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, other than an action by or in right of the corporation, brought against them by reason of the fact that they were or are directors, officers, employees, or agents, for: - - expenses, judgments, and fines; and - - amounts paid in settlement actually and reasonably incurred in any action, suit, or proceeding. Article X of the Registrant's restated certificate of incorporation together with Section 47 of its by-laws provide for indemnification of each person who is or was made a party to any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceeding because: - - the person is or was an officer or director of the Registrant; or - - is a person who is or was serving at the request of the Registrant as a director, officer, employee, or agent of another corporation or of a partnership, joint venture trust, or other enterprise, including service relating to employee benefit plans, to the fullest extent permitted by the DGCL as it existed at the time the indemnification provisions of the Registrant's restated certificate of incorporation and the by-laws were adopted or as may be amended. Section 47 of the Registrant's by-laws and Article X of its restated certificate of incorporation expressly provide that they are not the exclusive methods of indemnification. Section 47 of the by-laws provides that the Registrant may maintain insurance, at its own expense, to protect itself and any director, officer, employee, or agent of the Registrant or of another entity against any expense, liability, or loss. This insurance coverage may be maintained regardless of whether the Registrant would have the power to indemnify the person against the expense, liability, or loss under the DGCL. Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. However, that provision shall not eliminate or limit the liability of a director: - - for any breach of the director's duty of loyalty to the corporation or its stockholders; - - for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; - - under Section 174 of the DGCL, relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock; or - - for any transaction from which the director derived an improper personal benefit. Article XV of the Registrant's restated certificate of incorporation contains this type of provision. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Halliburton Company Directors' Deferred Compensation Plan, as amended and restated effective February 1, 2001 (incorporated by reference to Exhibit 10.3 to Halliburton's Form 10-K for the year ended December 31, 2000). 5.1 Opinion of Susan S. Keith, Vice President, Secretary and Corporate Counsel of Halliburton, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Susan S. Keith (included in Exhibit 5.1). 24.1 Powers of Attorney for the following directors: Lord Clitheroe Robert L. Crandall Kenneth T. Derr Charles J. DiBona Lawrence S. Eagleburger W. R. Howell Ray L. Hunt Aylwin B. Lewis J. Landis Martin Jay A. Precourt Debra L. Reed C. J. Silas ITEM 9. UNDERTAKINGS. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent not more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that for the purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 , as amended (the "Exchange Act")(and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification of liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on this the 8th day of January, 2002. HALLIBURTON COMPANY By: /s/ David J. Lesar ------------------------------------ David J. Lesar Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE --------- ----- ---- /s/ David J. Lesar Chairman of the Board, President January 8, 2002 ----------------------------------- and Chief Executive Officer David J. Lesar and Director (Principal Executive Officer) /s/ Douglas L. Foshee Executive Vice President January 8, 2002 ----------------------------------- and Chief Financial Officer Douglas L. Foshee (Principal Financial Officer) /s/ R. Charles Muchmore, Jr. Vice President and Controller January 8, 2002 ----------------------------------- (Principal Accounting Officer) R. Charles Muchmore, Jr. * LORD CLITHEROE Director ----------------------------------- Lord Clitheroe * KENNETH T. DERR Director ----------------------------------- Kenneth T. Derr * CHARLES J. DIBONA Director ----------------------------------- Charles J. DiBona * LAWRENCE S. EAGLEBURGER Director ----------------------------------- Lawrence S. Eagleburger * W. R. HOWELL Director ----------------------------------- W. R. Howell * AYLWIN B. LEWIS Director ----------------------------------- Aylwin B. Lewis * J. LANDIS MARTIN Director ----------------------------------- J. Landis Martin * JAY A. PRECOURT Director ----------------------------------- Jay A. Precourt * DEBRA L. REED Director ----------------------------------- Debra L. Reed * C. J. SILAS Director ----------------------------------- C. J. Silas * ROBERT L. CRANDALL Director ----------------------------------- Robert L. Crandall * RAY L. HUNT Director ----------------------------------- Ray L. Hunt *By: /s/ Susan S. Keith ----------------------------------- Susan S. Keith Pursuant to Power of Attorney Date: January 8, 2002
INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 4.1 Halliburton Company Directors' Deferred Compensation Plan, as amended and restated effective February 1, 2001 (incorporated by reference to Exhibit 10.3 to Halliburton's Form 10-K for the year ended December 31, 2000). 5.1 Opinion of Susan S. Keith, Vice President, Secretary and Corporate Counsel of Halliburton, as to the legality of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Susan S. Keith (included in Exhibit 5.1). 24.1 Powers of Attorney for the following directors: Lord Clitheroe Robert L. Crandall Kenneth T. Derr Charles J. DiBona Lawrence S. Eagleburger W. R. Howell Ray L. Hunt Aylwin B. Lewis J. Landis Martin Jay A. Precourt Debra L. Reed C. J. Silas
                                                                     EXHIBIT 5.1


                              [COMPANY LETTERHEAD]




                                 January 8, 2002

Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391

Ladies and Gentlemen:

     I am acting as counsel to Halliburton  Company, a Delaware corporation (the
"Company"),  in  connection  with the  Registration  Statement  on Form S-8 (the
"Registration Statement") to be filed by the Company under the Securities Act of
1933,  as  amended,  relating  to the  offering  and  issuance of $10 million of
Deferred   Compensation   Obligations   (the   "Obligations"),    including   an
indeterminate  number of shares of the Company's  Common Stock,  par value $2.50
per  share  (the  "Shares"),  pursuant  to the  Halliburton  Company  Directors'
Deferred  Compensation  Plan, as amended and restated effective February 1, 2001
(the "Plan").

     As such counsel, I have participated in the preparation of the Registration
Statement  and  am  familiar  with  the  Company's   Restated   Certificate   of
Incorporation  and  By-Laws,  as well as the  Plan.  I have  also  examined  and
reviewed  such  other  corporate  proceedings,   certificates,  instruments  and
documents as I considered necessary or appropriate for purposes of this opinion.

     Based upon the foregoing and subject to the assumptions and  qualifications
stated  herein,  I am of the opinion that (a) the Plan, as amended and restated,
has been duly and validly approved by the Company; (b) the Obligations have been
duly and validly  authorized by the Company;  (c) when issued in accordance with
the provisions of the Plan, the Obligations  will be binding  obligations of the
Company,  enforceable in accordance  with their terms and the terms of the Plan,
except as may be limited by bankruptcy, insolvency, reorganization,  moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors'
rights  generally,  and by general  principles of equity,  regardless of whether
that  enforceability  is considered in a proceeding in equity or at law; (d) the
Shares  to be issued  pursuant  to the Plan have  been  validly  authorized  for
issuance;  and (e) the Shares,  when issued in accordance  with the terms of the
Plan, will be legally issued, fully paid and nonassessable.

     The  foregoing  opinion is limited to the  federal  securities  laws of the
United States, the General Corporation Law of the State of Delaware and the laws
of the State of Texas.




     This  opinion is  rendered  as of the  effective  date of the  Registration
Statement.  I hereby  consent to the filing of this opinion as an exhibit to the
Registration  Statement  and to the use of my  name  wherever  appearing  in the
Registration  Statement and any amendment thereto.  In giving this consent, I do
not  thereby  admit that I am within the  category of persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission promulgated thereunder.

                                   Very truly yours,

                                   /s/ Susan S. Keith
                                   Susan S. Keith
                                   Vice President, Secretary and
                                        Corporate Counsel



                                                                    Exhibit 23.1

                              [ANDERSEN LETTERHEAD]

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-8 of our report dated January
30, 2001 (except with respect to the matters  discussed in Notes 9 and 19, as to
which the date is March 23, 2001)  included in  Halliburton  Company's Form 10-K
for the year ended  December 31, 2000 and to all references to our Firm included
in this registration statement.

                                            /s/ Arthur Andersen LLP


Dallas, Texas
January 8, 2002

                                                                Exhibit 24.1


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Clitheroe
                                                     ---------------------------
                                                     Lord Clitheroe



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Robert L. Crandall
                                                     ---------------------------
                                                     Robert L. Crandall



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Kenneth T. Derr
                                                     ---------------------------
                                                     Kenneth T. Derr



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Charles J. Dibona
                                                     ---------------------------
                                                     Charles J. DiBona



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 10th day of December, 2001.

                                                     /s/ Lawrence S. Eagleburger
                                                     ---------------------------
                                                     Lawrence S. Eagleburger



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/  W. R. Howell
                                                     ---------------------------
                                                     W. R. Howell



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Ray L. Hunt
                                                     ---------------------------
                                                     Ray L. Hunt



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 4th day of December, 2001.

                                                     /s/ Aylwin B. Lewis
                                                     ---------------------------
                                                     Aylwin B. Lewis



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 12th day of December, 2001.

                                                     /s/ J. Landis Martin
                                                     ---------------------------
                                                     J. Landis Martin



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/  Jay A. Precourt
                                                     ---------------------------
                                                     Jay A. Precourt



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Debra L. Reed
                                                     ---------------------------
                                                     Debra L. Reed



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ C. J. Silas
                                                     ---------------------------
                                                     C. J. Silas