
                      RESOLUTIONS OF THE BOARD OF DIRECTORS
                             OF HALLIBURTON COMPANY
                           EFFECTIVE DECEMBER 5, 1996

Issuance Of Medium-Term Notes, Series A

                  WHEREAS, on July 9, 1993 Halliburton  Company  ("Halliburton")
         filed with the  Securities  and Exchange  Commission  ("Commission")  a
         Registration  Statement on Form S-3 (Registration No. 33-65772,  herein
         the  "Registration  Statement")  for the offering and sale from time to
         time pursuant to Rule 415 under the Securities Act of 1933, as amended,
         of unsecured debt securities of the Company ("Debt Securities") with an
         aggregate initial offering price of not more than $500,000,000 and such
         Registration  Statement was declared  effective at 10:00 a.m. August 3,
         1993 by order of the  Commission  and such  Registration  Statement was
         subsequently  amended by Post Effective  Amendment No. 1 dated December
         4, 1996 (herein "Registration Statement").

                  WHEREAS, the Registration Statement relates to Debt Securities
         issuable  under the Second  Senior  Indenture  dated  December  1, 1996
         between  Halliburton and Texas Commerce Bank National  Association,  as
         Trustee  (the  "Trustee"),   as  supplemented  by  that  certain  First
         Supplemental  Indenture dated December 5, 1996 between  Halliburton and
         the Trustee (such Indenture,  as supplemented,  being herein called the
         "Second  Indenture"),  which Debt Securities include a series of Medium
         Term  Notes Due Nine  Months or More From Date of Issue,  Series A (the
         "Notes");

                  WHEREAS,  no Debt  Securities or  Notes  have heretofore  been
         issued or sold by Halliburton;

                  WHEREAS, this Board of Directors has heretofore authorized the
         proper  officers of Hold Co. to execute and  deliver,  for, in the name
         and  on   behalf  of  Hold  Co.,   a  Second   Supplemental   Indenture
         supplementing  and amending the Second  Indenture and providing for the
         assumption by Hold Co. of  Halliburton's  liabilities  and  obligations
         under the Second Indenture;

                  WHEREAS, Hold Co., by virtue of certain interpretations of its
         rules and regulations by the Commission,  is deemed to be the successor
         to  Halliburton  as the issuer of the Debt  Securities,  including  the
         Notes, under the Registration Statement;
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                  WHEREAS, this Board of Directors has heretofore authorized the
         proper officers of Hold Co. to prepare,  to cause to be executed and to
         file with the  Commission  for, in the name and on behalf of Hold Co. a
         post-effective  amendment to the Registration  Statement (the "Hold Co.
         Post  Effective  Amendment")  in order  to  recognize  Hold Co.  as the
         successor issuer thereunder, for the purpose of continuing the offering
         of Debt Securities, including the Notes thereunder;

                  WHEREAS,  this Board of Directors  deems it advisable for Hold
         Co.,  as  the  issuer  thereof,   to  continue  the  offering  of  Debt
         Securities, including the Notes, pursuant to the Registration Statement
         and the Second  Indenture,  as supplemented by the Second  Supplemental
         Indenture (the "Second Senior Indenture");

                  WHEREAS,  the Second  Senior  Indenture  provides  that,  with
         respect to each tranche or issue of Notes, certain terms and provisions
         applicable  only to that  tranche  or issue will be  established  by an
         Officer's  Certificate or Note Terms  Certificate,  as therein defined;
         and

                  WHEREAS,  capitalized  terms used but not  defined  herein are
         defined in the Second  Senior  Indenture  and are used  herein with the
         same meanings as ascribed to them therein.

         NOW, THEREFORE, BE IT:

                  RESOLVED,  that this Board of Directors does hereby authorize,
         approve and ratify:

          1.      the  execution by the proper  officers of Hold Co., for and on
                  behalf of Hold Co., and the filing with the  Commission of the
                  Hold  Co.  Post  Effective   Amendment  to  the   Registration
                  Statement  pursuant to which Hold Co.  will,  as the issuer of
                  the  Debt  Securities,   including  the  Notes,  continue  the
                  offering of Debt  Securities  thereunder;

          2.      the  execution by the proper  officers of Hold Co., for and on
                  behalf  of Hold  Co.,  of the  Second  Supplemental  Indenture
                  providing for the assumption of Halliburton's  liabilities and
                  obligations under the Second Indenture;

          3.      the  establishment of the Notes as a series of Debt Securities
                  as provided in the Second Indenture;
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          4.      the  continuation  of the  offering by Hold Co., as the issuer
                  thereof, of the Debt Securities, including the Notes; and

          5.      the  establishment  from time to time of the specific terms of
                  particular  tranches  or  issues  of  Notes,  and the sale and
                  issuance from time to time of particular tranches or issues of
                  Notes,  in accordance with the provisions of the Second Senior
                  Indenture.

                  FURTHER  RESOLVED,  that the Chairman of the Board,  President
         and Chief  Executive  Officer,  the Vice  Chairman,  any Executive Vice
         President and the Vice  President  and Treasurer of Hold Co. (each,  an
         "Authorized Officer") be and are and each of them is authorized for and
         on behalf of Hold Co. to enter into a  distribution  agreement  for the
         Notes (the "Distribution Agreement") with an investment banking firm or
         broker-dealer as the distributor (the "Distributor"), which may provide
         for,  among other things,  (i) the  Distributor  to use its  reasonable
         efforts to solicit  purchases  of the Notes,  (ii) the  purchase of the
         Notes  by  the  Distributor   acting  as  principal  or  (iii)  a  firm
         underwriting of the sale of the Notes, or any or all of such duties and
         obligations on the part of the Distributor; and

                  FURTHER RESOLVED, that any Authorized Officer is authorized to
         select  one  or  more  broker-dealers  ("Additional  Distributors")  in
         addition  to the  Distributor  to perform  any or all of the duties and
         obligations  specified  in  the  preceding  resolution,   upon  written
         agreement  in such form as may be  approved by an  Authorized  Officer,
         with such Authorized Officer's approval to be conclusively evidenced by
         his execution and delivery thereof; and

                  FURTHER RESOLVED,  that  notwithstanding the provisions of the
         preceding  resolutions  relating  to the  execution  of a  Distribution
         Agreement  and  the   appointment  of  a  Distributor   and  Additional
         Distributors, Hold Co.
         reserves the right:

                  (i)   on its own  behalf,  to sell the  Notes  directly
                        from time to time, in which event no  commissions
                        will be owed or paid in connection therewith;

                  (ii)  to sell the Notes  through  any member or members
                        of a group  comprised of the  Distributor and the
                        named   Additional   Distributors   ("Distributor
                        Group") to the  exclusion of any other members of
                        the Distributor  Group ("Excluded  Distributors")
                        and  in  such  event  no   commission   or  other
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                        remuneration   shall  be  owed  to  any  Excluded
                        Distributor; and

                  (iii) to accept or to reject offers to purchase  Notes,
                        in whole or in part; and

                  FURTHER RESOLVED,  that, prior to sale of the Notes, from time
         to time and subject to the terms of the preceding resolutions, any duly
         Authorized  Officer  shall on behalf of Hold Co. have the  authority to
         determine,  and to establish by an Officer's  Certificate or Note Terms
         Certificate prepared,  executed and delivered as provided in the Second
         Senior Indenture:

                  (i)   the aggregate  principal amount and maturities of
                        the Notes to be offered and the initial  offering
                        price of the Notes;

                  (ii)  whether  such Notes are to be Fixed  Rate  Notes,
                        Floating Rate Notes or OID Notes  (including zero
                        coupon  obligations)  and, if  interest  bearing,
                        appropriate  Interest  Record  Dates and Interest
                        Payment  Dates  and,  if OID  Notes,  appropriate
                        discount rates with respect thereto;

                  (iii) whether the Notes are to be Indexed Notes;

                  (iv)  whether the Notes are to be subject to redemption
                        at the option of Hold Co. and the terms  thereof,
                        if subject to redemption;

                  (v)   whether the Notes will be subject to repayment by
                        Hold Co.  at the  option of the  Holders  thereof
                        prior to the stated  maturity  of the Notes,  and
                        the terms thereof, including, without limitation,
                        designating Optional Repayment Dates;

                  (vi)  the  amount  of  any  discounts,   allowances  or
                        commissions   to  be   given   or   paid  to  the
                        Distributor  and to any Additional  Distributors;
                        and

                  (vii) any other terms of the Notes and of the  offering
                        and sale thereof which are not inconsistent  with
                        this and the preceding resolutions;
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         and thereafter to cause appropriate  Prospectus Supplements and Pricing
         Prospectuses   to  be   prepared   and   delivered   and  one  or  more
         Authentication  Requests to be  delivered  to the Trustee for action in
         keeping therewith; and

                  FURTHER  RESOLVED,  that, if in the opinion of counsel to Hold
         Co. such actions are necessary or  appropriate,  the proper officers of
         Hold Co. be and are and each of them is authorized  to: (a) cause to be
         filed with the Securities and Exchange  Commission (i) one or more post
         effective  amendments to the  Registration  Statement,  and (ii) one or
         more  prospectus  supplements and pricing  supplements;  (b) enter into
         with the Trustee one or more  additional  amendments of and supplements
         to the  Second  Senior  Indenture,  (c)  take  such  actions  as may be
         necessary for compliance by Hold Co. with federal and state  securities
         laws and (d) take such  other  actions  as may be deemed  necessary  or
         appropriate  in  furtherance  of the preceding  resolutions,  including
         without  limitation,  entering into additional  agreements which are in
         furtherance of the offering and sale from time to time of the Notes.



