Washington, D.C. 20549


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 Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Pope Lawrence J

(Last) (First) (Middle)
SUITE 2400


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Pres, HR and Admin
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 41,826.83(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy Common Stock 12/03/1997 12/03/2007 Common Stock 2,025 54.5 D
Option to Buy Common Stock 02/17/1999 02/17/2009 Common Stock 2,427 29.06 D
Option to Buy Common Stock 12/02/1999 12/02/2009 Common Stock 1,960 39.5 D
Option to Buy Common Stock 04/03/2000 04/03/2010 Common Stock 580 42.5 D
Option to Buy Common Stock 07/19/2001 07/19/2011 Common Stock 5,175 31.55 D
Option to Buy Common Stock 03/16/2004 03/16/2014 Common Stock 6,950 28.86 D
Option to Buy Common Stock 02/17/2005 02/17/2015 Common Stock 6,000 41.79 D
Option to Buy Common Stock 12/07/2005 12/07/2015 Common Stock 3,500 64.78 D
Option to Buy Common Stock 02/23/2001 02/23/2011 Common Stock 2,100 39.55 D
Explanation of Responses:
1. Includes 2,013.01shares acquired under the Halliburton Company Employee's Stock Purchase Plan through December 31, 2005.
Robert L. Hayter, by Power of Attorney 02/02/2006
** 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 5 (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.

 KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby constitute and appoint Margaret E. Carriere, Robert L. Hayter and Bruce A. Metzinger, 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 agen
ts 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 23rd day of January, 2006.

      /s/ Lawrence J. Pope

       Lawrence J. Pope