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*
Burgher Cedric W

(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 and Treasurer
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 9,500 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(1) 12/19/2001(2) 12/19/2011 Common Stock 3,500 12.93 D
Option to Buy Common Stock(1) 06/09/2003(2) 06/09/2013 Common Stock 5,000 23.65 D
Option to Buy Common Stock(1) 03/16/2004(2) 03/16/2014 Common Stock 3,490 28.86 D
Explanation of Responses:
1. Employee Stock Options to purchase common stock 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. The options granted become exercisable on each of the first, second and third aniversaries of the grant in cumulative increments of one-third each of the number of shares subject to the option.
Michael A. Weberpal, by Power of Attorney 07/09/2004
** 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 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.

                                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 2nd day of July, 2004.

                                                 /s/ Cedric W. Burgher


                                                     Cedric W. Burgher