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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LEWIS AYLWIN B (Last) (First) (Middle) YUM! BRANDS, INC. 1441 GARDINER LANE (Street) LOUISVILLE KY 40213 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2004
	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								2,600	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
Stock Equivalent Units	(1)	01/30/2004		A		314.918(2)		(3)	(3)	Common Stock	314.918	(4)	4,474.818	D
Option to Buy Common Stock	$45.35							(5)	05/15/2011	Common Stock	5,000		5,000	D
Option to Buy Common Stock	$16.75							(5)	05/15/2012	Common Stock	2,000		2,000	D

Explanation of Responses:

1. The security converts to common stock on a one-for-one basis.

2. Stock equivalents are acquired under Halliburton Company's Directors' Deferred Compensation Plan reported on a pro rata basis to reflect Issuer's Plan quarter. Said Plan is an ongoing securities acquisition plan.

3. The stock equivalent units were accrued under the Company's Directors' Deferred Compensation Plan and are settled in the Company's common stock upon cessation as a director.

4. On January 29, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $30.23.

5. Option are exercisable six months after the date of grant.

Remarks:

	Bruce A. Metzinger, by Power of Attorney	02/02/2004
	** 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 such
time that I am no longer a Section 16 Reporting  Person,  or until revoked by me
in writing, or five years from the date hereof, whichever comes first.
     IN WITNESS WHEREOF, I hereto set my hand this 14th day of January, 2004.





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