
                       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)

                                FEBRUARY 6, 1997

                               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.

         On  February  6,  1997,  registrant  issued  a press  release  entitled
Halliburton $125 Million Notes Offering  pertaining,  among other things,  to an
announcement  that an offering of $125 million  principal amount 6.75% notes due
February 1, 2027 under registrant's medium-term note program was underwritten by
Merrill Lynch & Co.,  Lehman  Brothers,  Morgan Stanley & Co.  Incorporated  and
NationsBanc  Capital  Markets,  Inc. The notes were priced at 99.781%,  to yield
6.781% to maturity.

         The foregoing  summary is subject to the full text of the press release
with respect  thereto,  a copy of which is attached  hereto as Exhibit 20, which
exhibit is incorporated herein by reference.

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 20 - Press release dated February 6, 1997.













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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:  February 7, 1997                      By:  /s/ Susan S. Keith
                                                -------------------------------
                                                  Susan S. Keith
                                                  Vice President, Secretary and
                                                  Corporate Counsel


























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                                  EXHIBIT INDEX



Exhibit                                                         Sequentially
Number                       Description                        Numbered Page

    20                       Press Release of
                             February 6, 1997                        5 of 6
                             Incorporated by Reference






























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                       The Exhibit Index Appears on Page 4



