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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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OMB Number: 3235-0287
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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*
MARTIN J LANDIS
(Last) (First) (Middle)
TITANIUM METALS CORPORATION
1999 BROADWAY, SUITE 4300
(Street)
DENVER CO 80202
(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)
08/02/2004
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 08/02/2004 A 1,800(1) A (2) 24,501 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
Options to Buy Common Stock $51.5 (3) 05/17/2010 Common Stock 1,000 1,000 D
Options to Buy Common Stock $48.9375 (3) 09/29/2010 Common Stock 5,000 5,000 D
Options to Buy Common Stock $45.35 (3) 05/15/2011 Common Stock 2,000 2,000 D
Options to Buy Common Stock $16.75 (3) 05/15/2012 Common Stock 2,000 2,000 D
Options to Buy Common Stock $38.875 (3) 11/20/2007 Common Stock 500 500 D
Options to Buy Common Stock $43.6563 (3) 03/19/2008 Common Stock 1,000 1,000 D
Explanation of Responses:
1. 400 shares awarded pursuant to Halliburton Company's Restricted Stock Plan for Non-Employee Directors. 1400 shares awarded pursuant to Halliburton Company's 1993 Stock and Incentive Plan.
2. On August 2, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $31.30 per share.
3. Options are exercisable six months after the date of grant.
Remarks:
Michael A. Weberpal, by Power of Attorney 08/03/2004
** 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/ J. Landis Martin

                                                 -----------------------------

                                                 J. Landis Martin