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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GAUT C CHRISTOPHER
(Last) (First) (Middle)
1401 MCKINNEY STREET
SUITE 2400
(Street)
HOUSTON TX 77010
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HALLIBURTON CO [ HAL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/02/2004 A 31,610(1) A $26.03(2) 61,610 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy Common Stock $26.03 01/02/2004 A 32,940(3) 01/02/2004(4) 01/02/2014 Common Stock 32,940 $26.03 32,940 D
Option to Buy Common Stock $20.5 03/03/2003 03/03/2013 Common Stock 100,000 100,000 D
Explanation of Responses:
1. Shares acquired pursuant to the Halliburton Company 1993 Stock and Incentive Plan. Said Plan provides for the surrender of common stock to the Issuer to satisfy withholding tax obligations.
2. On January 2, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $26.03.
3. Stock Options awarded pursuant to the Halliburton Company 1993 Stock and Incentive Plan. Said Plan provides for the surrender of common stock to the Issuer to satisfy withholding tax obligations.
4. The options granted become exercisable on each of the first, second and third anniversaries of the grant in cumulative increments of one-third each of the number of shares subject to the option.
Remarks:
Michael A. Weberpal, by Power of Attorney 01/05/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  do  hereby
constitute and appoint  Margaret E. Carriere,  Bruce A. Metzinger and Michael A.
Weberpal, or any of them acting alone, my true and lawful  attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
         This Power of  Attorney  shall  remain in full  force and effect  until
revoked by me in writing.
         IN WITNESS WHEREOF, I hereto set my hand this 5th day of January, 2004.

                                          /s/ C. Christopher Gaut
                                          -----------------------
                                              C. Christopher Gaut