
<PAGE>
 
                                                                   Exhibit 4.3
 
                     NONSTATUTORY STOCK OPTION AGREEMENT

     
     AGREEMENT made as of the ___ day of _________, 1994, between HALLIBURTON 
COMPANY, a Delaware corporation (the "Company"), and ______________ 
("Employee").

     To carry out the purposes of the HALLIBURTON COMPANY 1993 STOCK AND 
LONG-TERM INCENTIVE PLAN (the "Plan"), by affording Employee the opportunity to
purchase shares of common stock, par value $2.50 per share, of the Company 
("Stock"), and in consideration of the mutual agreements and other matters 
set forth herein and in the Plan, the Company and Employee hereby agree as 
follows:

     1.   Grant of Option. The Company hereby irrevocably grants to Employee 
          ---------------
the right and option ("Option") to purchase all or any part of an aggregate of
______________shares of Stock, on the terms and conditions set forth herein 
and in the Plan, which Plan is incorporated herein by reference as a part of 
this Agreement. This Option shall not be treated as an incentive stock option 
within the meaning of section 422(b) of the Internal Revenue Code of 1986, 
amended (the "Code").

     2.   Purchase Price.  The purchase price of Stock purchased pursuant 
          --------------
to the exercise of this Option shall be $__________ per share, which has been 
determined to be not less than the fair market value of the Stock at the date
of grant of this Option. For all purposes of this Agreement, fair market value
of Stock shall be determined in accordance with the provisions of the Plan. 

     3.   Exercise of Option.  Subject to the earlier expiration of this 
          ------------------
Option as herein provided, this Option may be exercised, by written notice to
the Company at its principal executive office addressed to the attention of 
its Vice President-Legal, at any time and from time to time after the date of 
grant hereof, but, except as otherwise provided below, this Option shall not 
be exercisable for more than a percentage of the aggregate number of shares 
offered by this Option determined by the number of full years from the date of
grant hereof to the date of such exercise, in accordance with the following 
schedule:

<TABLE> 
<CAPTION> 
                                                    Percentage of Shares
          Number of Full Years                      That May be Purchased
          --------------------                      ---------------------
          <S>                                       <C> 

          Less than   1 year                                   0%
                      1 year                              33 1/3%
                      2 years                                 67%      
                      3 years                                100%
 
</TABLE> 


<PAGE>
 
     This Option is not transferable by Employee otherwise than by will or the
laws of descent and distribution, and may be exercised only by Employee during
Employee's lifetime. This Option may be exercised only while Employee remains 
an employee of the Company, subject to the following exceptions:

          (a)  If Employee's employment with the Company terminates by reason 
     of disability (disability being defined as being physically or mentally
     incapable of performing either the Employee's usual duties as an Employee
     or any other duties as an Employee that the Company reasonably makes
     available and such condition is likely to remain continuously and
     permanently, as determined by the Committee), this Option may be
     exercised in full by Employee (or Employee's estate or the person who
     acquires this Option by will or the laws of descent and distribution or
     otherwise by reason of the death of Employee) at any time during the
     period of three years following such termination.

          (b)  If Employee dies while in the employ of the Company, Employee's
     estate, or the person who acquires this Option by will or the laws of
     descent and distribution or otherwise by reason of the death of Employee,
     may exercise this Option in full at any time during the period of three
     years following the date of Employee's death.

          (c)  If Employee's employment with the Company terminates by reason of
     normal retirement at or after age 65 or early retirement with consent of
     the Committee, this Option may be exercised in full by Employee at any
     time during the period of three years following such termination, or by
     Employee's estate (or the person who acquires this Option by will or the
     laws of descent and distribution or otherwise by reason of the death of
     the Employee) during the remainder of such three year period following
     such termination, if Employee dies during such three year period.


          (d)  If Employee's employment with the Company terminates for any 
     reason other than those set forth in subparagraphs (a) through (c) above,
     this Option may be exercised by Employee at any time during the period of
     30 days following such termination, or by Employee's estate (or the
     person who acquires this Option by will or the laws of descent and
     distribution or otherwise by reason of the death of the Employee) during
     a period of 6 months following Employee's death if Employee dies during
     such 30 day period, but in each case only as to the number of shares
     Employee was entitled to purchase hereunder upon exercise of this Option
     as of the date Employee's employment so terminates.

     This Option shall not be exercisable in any event prior to the expiration
of six months from the date of grant hereof or after the expiration of ten 
years from the date of grant hereof notwithstanding anything hereinabove 
contained. The purchase price of shares as to which this Option is exercised 
shall be paid in full at the time of exercise (a) in cash (including check, 
bank draft or money order payable to the order of the Company), (b) by 
delivering to the Company shares of Stock having a fair market value equal to 
the purchase price, or (c) by a combination

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<PAGE>
 
 
of cash or Stock.  No fraction of a share of Stock shall be issued by the 
Company upon exercise of an Option or accepted by the Company in payment of 
the purchase price thereof; rather, Employee shall provide a cash payment for 
such amount as is necessary to effect the issuance and acceptance of only 
whole shares of Stock.  Unless and until a certificate or certificates 
representing such shares shall have been issued by the Company to Employee, 
Employee (or the person permitted to exercise this Option in the event of 
Employee's death) shall not be or have any of the rights or privileges of a 
shareholder of the Company with respect to shares acquirable upon an exercise 
of this Option.

      4.  Withholding of Tax.  To the extent that the exercise of this Option 
          ------------------
or the disposition of shares of Stock acquired by exercise of this Option 
results in compensation income to Employee for federal or state income tax 
purposes, Employee shall deliver to the Company at the time of such exercise 
or disposition such amount of money or shares of Stock as the Company may 
require to meet its withholding obligation under applicable tax laws or 
regulations, and, if Employee fails to do so, the Company is authorized to 
withhold from any cash or Stock remuneration then or thereafter payable to 
Employee any tax required to be withheld by reason of such resulting 
compensation income.  Upon an exercise of this Option, the Company is further 
authorized in its discretion to satisfy any such withholding requirement out 
of any cash or shares of Stock distributable to Employee upon such exercise.

      5.  Status of Stock.  The Company intends to register for issuance under
          ---------------
the Securities Act of 1933, as amended (the "Act") the shares of Stock 
acquirable upon exercise of this Option, and to keep such registration 
effective throughout the period this option is exercisable.  In the absence of
such effective registration or an available exemption from registration under 
the Act, issuance of shares of Stock acquirable upon exercise of this Option 
will be delayed until registration of such shares is effective or an exemption
from registration under the Act is available.  The Company intends to use its 
best efforts to ensure that no such delay will occur.  In the event exemption 
from registration under the Act is available upon an exercise of this Option, 
Employee (or the person permitted to exercise this Option in the event of 
Employee's death or incapacity), if requested by the Company to do so, will 
execute and deliver to the Company in writing an agreement containing such 
provisions as the Company may require to assure compliance with applicable 
securities laws.

      Employee agrees that the shares of Stock which Employee may acquire by 
exercising this Option will not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable securities laws, whether 
federal or state.  Employee also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or 
legends as the Committee deems appropriate in order to assure compliance with 
applicable securities laws, (ii) that the Company may refuse to register the 
transfer of the shares of Stock purchased under this Option on the stock 
transfer records of the Company if such proposed transfer would in the opinion
of counsel satisfactory to the Company constitute a violation of any 
applicable securities law and (iii) that the Company may give related 
instructions to its transfer

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<PAGE>
 
agent, if any, to stop registration of the transfer of the shares of Stock 
purchased under this Option.

     6.  Employment Relationship.  For purposes of this Agreement, Employee 
         -----------------------
shall be considered to be in the employment of the Company as long as Employee
remains an employee of either the Company, a parent or subsidiary corporation 
(as defined in section 424 of the Code) of the Company, or a corporation or a 
parent or subsidiary of such corporation assuming or substituting a new option
for this Option. Any question as to whether and when there has been a 
termination of such employment, and the cause of such termination, shall be 
determined by the Committee, and its determination shall be final.

     7.  Binding Effect. This Agreement shall be binding upon and inure to the
         --------------
benefit of any successors to the Company and all persons lawfully claiming 
under Employee.

     8.  Governing Law. This Agreement shall be governed by, and construed in 
         -------------
accordance with, the laws of the State of Texas.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly 
executed by its officer thereunto duly authorized, and Employee has executed 
this Agreement, all as of the day and year first above written.

                                       
                                     HALLIBURTON COMPANY


                                      By: __________________________
                                             Thomas H. Cruikshank
                                             Chairman of the Board and
                                             Chief Executive Officer


                                      ______________________________


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<PAGE>
 
Please furnish the following information for shareholder records:


- ------------------------------------     ------------------------------------
(Given name and initial must be used     Social Security Number
for stock registry)                      (if applicable)

- ------------------------------------     ------------------------------------
                                         Birthdate
                                         Month/Day/Year


- ------------------------------------     ------------------------------------
                                         Name of Employer

- ------------------------------------     ------------------------------------
Address (Zip Code)                       Day phone number


United States Citizen: Yes    No
                          ---   ---

                  PROMPTLY NOTIFY THE VICE PRESIDENT-LEGAL
              OF HALLIBURTON COMPANY OF ANY CHANGE IN ADDRESS.


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