UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE


Mail Stop 5546
								May 15, 2006

Via Facsimile (713) 759-2649 and U.S. Mail

David J. Lesar
President and CEO
Halliburton
5 Houston Center
1401 McKinney, Suite 2400
Houston, Texas  77010

	Re:	Halliburton Company
		Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 1, 2005
      Form 10-K for the Fiscal Year Ended December 31, 2005
      Filed March 13, 2005
      Response Letter Dated February 8, 2006
      File No. 001-03492

Dear Mr. Lesar:

      We reviewed your response letter dated February 8, 2006 and
have the following comments.  At this juncture, we are asking you
to
provide us with supplemental information so that we may better
understand your disclosure.  Please be as detailed as necessary in
the explanation you provide for these comments.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note the statement in your Forms 10-K that, after fulfilling
your current contractual obligations within Iran, you intend to
cease
operations within that country and to withdraw from further
activities there.  We also note several media reports of an
announcement by Mr. Lesar during the fourth quarter 2005
conference
call that you will return to Iran if sanctions are lifted or if
more
of your customers enter that market.  Advise us of your current
commitments associated with Iran, including the length of time you
are obligated to maintain contacts in or with Iran, and briefly
explain the factors you will consider when determining whether to
return to Iran.

2. Please address the materiality of your contacts with Iran in
light
of its status as a country identified by the State Department as a
state sponsor of terrorism.  Your response should describe your
current, historical and anticipated operations in, and contacts
with,
Iran, including through subsidiaries, affiliates, joint ventures
and
other direct and indirect arrangements.  Also, please discuss
whether
those contacts constitute a material investment risk for your
security holders.

3. In preparing your response please address materiality in
quantitative terms, including the approximate dollar amount of
revenues and assets associated with Iran.  Your response should
also
address materiality in terms of qualitative factors that a
reasonable
investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a
company`s reputation and share value.  In this regard, we note
that
Arizona and Louisiana have adopted legislation requiring their
state
retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permitting divestment of state pension
fund assets from, companies that do business with countries
identified as state sponsors of terrorism. We note also that the
Pennsylvania legislature has adopted a resolution directing its
Legislative Budget and Finance Committee to report annually to the
General Assembly regarding state funds invested in companies that
have ties to terrorist-sponsoring countries.  Your materiality
analysis should address the potential impact of the investor
sentiment evidenced by these actions directed toward companies
operating in Iran.

4. Your responses to comments two and three should also address
the
materiality of contacts with Iran and Syria in the aggregate.


      Please file your response letter on EDGAR.  Please contact
James Lopez at (202) 551-3536 if you have any questions about the
comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Roger Schwall
		Assistant Director
		Division of Corporation Finance
David J. Lesar
Halliburton
May 15, 2006
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