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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*
MIRE WELDON J
(Last) (First) (Middle)
HALLIBURTON COMPANY
10200 BELLAIRE BLVD.
(Street)
HOUSTON TX 77072
(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)
Vice Pres - Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2004
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 02/23/2004 D 81(1) D $26.03 28,816.15 D
Common Stock 02/23/2004 D 2.535(2) D $30.15 855.252 I Master Trust
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 01/02/2014 Common Stock 6,810 6,810 D
Option to Buy Common Stock $39.5 12/02/2000 12/02/2009 Common Stock 3,000 3,000 D
Option to Buy Common Stock $29.0625 02/17/2000 02/17/2009 Common Stock 1,800 1,800 D
Option to Buy Common Stock $31.55 04/01/2003 07/19/2011 Common Stock 3,225 3,225 D
Option to Buy Common Stock $39.55 02/23/2002 02/23/2011 Common Stock 7,500 7,500 D
Explanation of Responses:
1. Shares transferred to Halliburton Company for payment of Federal Income Tax withholding obligation on lapse of restrictions under the 1993 Stock and Incentive Plan. Said Plan permits Reporting Person to satisfy obligation by transferring unrestricted shares to the Issuer.
2. Reporting Person's beneficial interest in 855.252 shares of Halliburton Company Common Stock by the Halliburton Company Employee Benefit Master Trust No. 3, which shares are 100% vested.
Remarks:
Michael A. Weberpal, by Power of Attorney 02/23/2004
** 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/ Weldon J. Mire
                                                 ---------------------------
                                                 Weldon J. Mire