Microsoft Word 10.0.2627;SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                  JULY 16, 2001

                               Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                      Commission                IRS Employer
jurisdiction                        File Number               Identification
of incorporation                                              Number

Delaware                              1-3492                  No. 75-2677995

                               3600 Lincoln Plaza
                             500 North Akard Street
                            Dallas, Texas 75201-3391
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 214/978-2600







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         INFORMATION TO BE INCLUDED IN REPORT

Item 5.  Other Events

     The registrant may, at its option,  report under this item any events, with
respect to which  information is not otherwise called for by this form, that the
registrant deems of importance to security holders.

     In  connection  with the  offering,  sale and  delivery  by  Registrant  of
$150,000,000  principal  amount  Registrant's  Floating Rate Notes due 2003 (the
"Floating Rate Notes") and  $275,000,000  principal  amount of 6% Notes Due 2006
(the "Fixed Rate  Notes" and  collectively  with the  Floating  Rate Notes,  the
"Notes") on July 16, 2001, Registrant is filing herewith as an exhibit the forms
of the Notes. The offering,  sale and delivery of the Notes, which constitutes a
part of  Registrant's  Medium  Term  Notes Due Nine  Months or More From Date of
Issue, Series B, have been registered pursuant to the registration provisions of
the Securities Act of 1933, as amended,  by virtue of Registrant's  Registration
Statement on Form S-3 (File No.  333-32731)  which became effective on September
29, 1998.


Item 7.  Financial Statements and Exhibits

     List below the financial  statements,  pro forma financial  information and
exhibits, if any, filed as part of this report.

         (c)      Exhibits.

                  Exhibit 4.1 - Form of Floating Rate Notes
                  Exhibit 4.2 - Form of Fixed Rate Notes







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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    HALLIBURTON COMPANY




Date:    January 4, 2002            By: /s/ Susan S. Keith
                                       -------------------------------------
                                            Susan S. Keith
                                            Vice President and Secretary






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                                  EXHIBIT INDEX



Exhibit       Description

4.1           Form of Floating Rate Notes
4.2           Form of Fixed Rate Notes











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