



                                   Exhibit 4.1




UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE  "DEPOSITARY")  (55 WATER STREET,  NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO.,  ANY  TRANSFER,  PLEDGE OR OTHER USE  HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER  HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED  IN WHOLE OR IN PART FOR NOTES IN  CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANY SUCH  NOMINEE  TO A  SUCCESSOR  DEPOSITARY  OR A NOMINEE  OF SUCH  SUCCESSOR
DEPOSITARY.

REGISTERED                          CUSIP No.:             PRINCIPAL AMOUNT:
No. FXR - 00001                     40621P AA 7             $125,000,000.00

                               HALLIBURTON COMPANY
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

<TABLE>
<S>                                  <C>                                        <C>    

ORIGINAL ISSUE DATE:                 INTEREST RATE:   6 3/4 %                   STATED MATURITY DATE:
 February 11, 1997                                                              February 1, 2027
INTEREST PAYMENT DATE(S)             DEFAULT RATE:    6 3/4%
[x ]February 1 and August 1
[ ] Other:
INITIAL REDEMPTION                   INITIAL REDEMPTION                         ANNUAL REDEMPTION
DATE:  Not Applicable                PERCENTAGE: Not Applicable                 PERCENTAGE
                                                                                REDUCTION: Not Applicable
OPTIONAL REPAYMENT                   [ ] CHECK IF AN ORIGINAL ISSUE
DATE(S): February 1, 2007                 DISCOUNT NOTE
                                                   Issue Price:  99.781%
SPECIFIED CURRENCY:                  AUTHORIZED DENOMINATION:                   EXCHANGE RATE
[x ] United States dollars           [x ] $1,000 and integral multiples thereo  AGENT: Not Applicable
                                     [ ] Other
ADDENDUM ATTACHED                    OTHER/ADDITIONAL PROVISIONS:
[ ] Yes                               Not Applicable
[x ] No

</TABLE>


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<PAGE>



         Halliburton  Company, a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter  referenced),
for value received,  hereby promises to pay to The Depository Trust Company,  or
registered assigns,  the principal sum of One Hundred Twenty Five Million and no
one-hundredths Dollars ($125,000,000.00),  on the Stated Maturity Date specified
above (or any Redemption  Date or Repayment Date, each as defined on the reverse
hereof) (each such Stated Maturity Date, Redemption Date or Repayment Date being
hereinafter  referred to as the  "Maturity  Date" with respect to the  principal
repayable on such date) and to pay interest  thereon,  at the Interest  Rate per
annum specified above, until the principal hereof is paid or duly made available
for  payment,  and (to the extent  that the  payment of such  interest  shall be
legally  enforceable)  at the  Default  Rate per  annum  specified  above on any
overdue principal,  premium, if any, and interest,  if any. The Company will pay
interest in arrears on each  Interest  Payment  Date,  if any,  specified  above
(each, an "Interest  Payment Date"),  commencing with the first Interest Payment
Date next  succeeding  the  Original  Issue  Date  specified  above,  and on the
Maturity  Date;  provided,  however,  that,  if the  Original  Issue Date occurs
between  a Record  Date (as  defined  below)  and the next  succeeding  Interest
Payment Date,  interest  payments will commence on the second  Interest  Payment
Date.  Interest on this Note will be computed on the basis of a 360-day  year of
twelve 30-day months.

         Interest on this Note will accrue from, and including,  the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from,  and  including,  the Original  Issue Date if no interest has been
paid or duly provided for) to, but excluding,  the applicable  Interest  Payment
Date or the  Maturity  Date,  as the case may be  (each,  an  "Interest  Payment
Period").  The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions  described herein,
be paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the fifteenth calendar day (whether or
not a Business  Day,  as defined  below)  immediately  preceding  such  Interest
Payment Date (the "Record Date");  provided,  however,  that Interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium,  if any,  hereon shall be payable.  Any such interest not so punctually
paid or duly provided for  ("Defaulted  Interest")  will  forthwith  cease to be
payable  to the Holder on any  Record  Date,  and shall be paid to the person in
whose name this Note is registered at the close of business on a special  record
date (the "Special  Record Date") for the payment of such Defaulted  Interest to
be fixed by a New York affiliate of the Trustee (the "Issuing and Paying Agent")
hereinafter  referred to,  notice  whereof  shall be given to the Holder of this
Note by the  Issuing and Paying  Agent not less than 10  calendar  days prior to
such Special  Record Date or may be paid at any time in any other lawful  manner
not inconsistent with the requirements of any securities  exchange on which this
Note may be listed,  and upon such notice as may be  required by such  exchange,
all as more fully provided for in the Indenture.

         Payment of principal, premium, if any, and interest, if any, in respect
to this  Note due on the  Maturity  Date will be made in  immediately  available
funds upon  presentation  and  surrender of this Note (and,  with respect to any
applicable   repayment  of  this  Note,  a  duly  completed   election  form  as
contemplated on the reverse hereof) at the corporate trust office of the Issuing
and Paying Agent, currently The Chase Manhattan Bank, 450 West 33rd Street, 15th
Floor, New York, New York 10001, or, if no paying agent is then appointed to act
with respect to the Notes under the Indenture,  at the corporate trust office of
the Trustee maintained for that purpose in the Borough of Manhattan, The City of
New York.  Payment of interest due on any  Interest  Payment Date other than the
Maturity Date will be made by check mailed to the address of the person entitled
thereto as such address shall appear in the

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<PAGE>



Security Register  maintained at the  aforementioned  office of the Paying Agent
or, if no paying agent is then  appointed to act with respect to the Notes under
the  Indenture,  of the  Trustee;  provided,  however,  that a  Holder  of  U.S.
$10,000,000  or more in  aggregate  principal  amount of Notes  (whether  having
identical  or  different  terms and  provisions)  will be  entitled  to  receive
interest  payments on such Interest Payment Date by wire transfer of immediately
available funds if appropriate wire transfer  instructions have been received in
writing by the Issuing and Paying Agent not less than 15 calendar  days prior to
such Interest Payment Date. Any such wire transfer  instructions received by the
Issuing and Paying Agent shall remain in effect until revoked by such Holder.

         If any Interest  Payment Date or the Maturity  Date falls on a day that
is not a Business Day, the required payment of principal,  premium,  if any, and
interest,  if any,  shall be made on the next  succeeding  Business Day with the
same  force  and  effect  as if made on the date such  payment  was due,  and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may be, to the date
of such payment on the next succeeding Business Day.

         As used herein,  "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking  institutions
are authorized or required by law, regulation or executive order to close in The
City of New York.

         The Company is obligated to make  payments of  principal,  premium,  if
any, and interest,  if any, in respect of this Note in United States  dollars or
such  other  currency  as is at the time of such  payment  legal  tender for the
payment of public and private debts in the United States of America.

         Reference  is hereby  made to the further  provisions  of this Note set
forth on the reverse  hereof  and, if so  specified  on the face  hereof,  in an
Addendum hereto,  which further  provisions shall have the same force and effect
as if set forth on the face hereof.

         Notwithstanding  the  foregoing,  if an Addendum is attached  hereto or
"Other/Additional  Provisions"  apply to this Note as specified above, this Note
shall  be   subject   to  the  terms  set  forth  in  such   Addendum   or  such
"Other/Additional Provisions."

         Unless the  Certificate of  Authentication  hereon has been executed by
the  Issuing  and  Paying  Agent by manual  signature,  this  Note  shall not be
entitled to any benefit under the  Indenture or be valid or  obligatory  for any
purpose.

                               Page 41 of 47 Pages
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<PAGE>



         IN WITNESS WHEREOF, Halliburton Company has caused this Note to be duly
executed by one of its duly authorized officers.

                                          HALLIBURTON COMPANY



                                          By:
                                             Title:



Dated: February 11, 1997



ISSUING AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION:

This is one of the Debt Securities of the series designated  therein referred to
in the within-mentioned Indenture.



THE CHASE MANHATTAN BANK
as Issuing and Paying Agent



By:
         Authorized Signatory


                               Page 42 of 47 Pages
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<PAGE>



                                [REVERSE OF NOTE]


                               HALLIBURTON COMPANY
                                MEDIUM-TERM NOTE
                                  (Fixed Rate)

         This Note is one of a duly  authorized  series of Debt  Securities (the
"Debt  Securities") of the Company issued and to be issued under a Second Senior
Indenture, dated as of December 1, 1996, as amended, modified or supplemented by
the First  Supplemental  Indenture  dated as of December 5, 1996, and the Second
Supplemental  Indenture  dated as of December 12, 1996, and as further  amended,
modified  or  supplemented  from time to time  (the  "Indenture"),  between  the
Company  and  Texas  Commerce  Bank  National   Association,   as  Trustee  (the
"Trustee"),  which term includes any successor  trustee under the Indenture,  to
which Indenture and all Indentures supplemental thereto reference is hereby made
for a statement of the  respective  rights,  limitations  of rights,  duties and
immunities  thereunder  of the Company,  the Trustee and the Holders of the Debt
Securities,  and of the terms upon which the Debt Securities are, and are to be,
authenticated  and delivered.  This Note is one of the series of Debt Securities
designated  as  "Medium-Term  Notes Due Nine  Months or More From Date of Issue,
Series A" (the  "Notes").  All terms used but not  defined in this Note or in an
Addendum hereto shall have the meanings  assigned to such terms in the Indenture
or on the face hereof, as the case may be.

         This Note is  issuable  only in  registered  form  without  coupons  in
minimum  denominations  of  U.S.$1,000  and  integral  multiples  thereof or the
minimum Authorized Denomination specified on the face hereof.

         This Note will not be subject to any sinking fund and, unless otherwise
specified on the face hereof in accordance  with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         This Note will be subject to redemption at the option of the Company on
any date on or after the Initial  Redemption Date, if any, specified on the face
hereof,  in whole or from  time to time in part,  in  increments  of  U.S.$1,000
(provided  that  any  remaining  principal  amount  hereof  shall  be  at  least
U.S.$1,000),  at the Redemption  Price (as defined below),  together with unpaid
interest  accrued hereon to the date fixed for  redemption  (each, a "Redemption
Date"),  on notice given no more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture.  The
"Redemption  Price"  shall  initially  be  the  Initial  Redemption   Percentage
specified on the face hereof  multiplied by the unpaid  principal amount of this
Note to be redeemed.  The Initial  Redemption  Percentage  shall decline at each
anniversary of the Initial  Redemption Date by the Annual Redemption  Percentage
Reduction,  if any,  specified on the face hereof until the Redemption  Price is
100% of unpaid  principal  amount to be redeemed.  In the event of redemption of
this Note in part  only,  a new Note of like  tenor for the  unredeemed  portion
hereof and  otherwise  having the same terms as this Note shall be issued in the
name of the Holder hereof upon the presentation and surrender hereof.

         This Note will be subject to  repayment by the Company at the option of
the Holder hereof on the Optional  Repayment  Date(s),  if any, specified on the
face hereof, in whole or in part in increments of

                               Page 43 of 47 Pages
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<PAGE>



U.S.$1,000  (provided  that any  remaining  principal  amount hereof shall be at
least  U.S.$1,000),  at a repayment price equal to 100% of the unpaid  principal
amount to be repaid,  together with unpaid interest  accrued thereon to the date
fixed for repayment (each, a "Repayment Date"). For this Note to be repaid, this
Note must be received,  together with the form hereon entitled  "Option to Elect
Repayment"  duly  completed,  by the Issuing and Paying  Agent at its  corporate
trust  office  not more  than 60 nor less  than 30  calendar  days  prior to the
Repayment Date.  Exercise of such repayment  option by the Holder hereof will be
irrevocable.  In the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid  portion hereof and otherwise  having the same terms
as this  Note  shall  be  issued  in the  name of the  Holder  hereof  upon  the
presentation and surrender hereof.

         If this Note is an Original  Issue  Discount  Note as  specified on the
face  hereof,  the  amount  payable  to the  Holder of this Note in the event of
redemption,  repayment or  acceleration  of maturity will be equal to the sum of
(1) the Issue Price  specified on the face hereof  (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable, multiplied by the Initial Redemption Percentage (as applicable),
multiplied  by the  Initial  Redemption  Percentage  (as  adjusted by the Annual
Redemption Percentage  Reduction,  if applicable) and (2) any unpaid Interest on
this Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of  acceleration  of maturity,  as the case may be. The  difference
between  the  Issue  Price  and 100% of the  principal  amount  of this  Note is
referred to herein as the "Discount."

         For purposes of determining  the amount of Discount that has accrued as
of any Redemption  Date,  Repayment Date or date of  acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention,  a compounding  period that,  except for the Initial Period (as
defined  below),  corresponds to the shortest  period between  Interest  Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the  maturity  of this  Note will not be  accelerated.  If the  period  from the
Original Issue Date to the Initial Interest Payment Date (the "Initial  Period")
is shorter than the compounding period for this Note, a proportionate  amount of
the yield for an entire  compounding  period  will be  accrued.  If the  Initial
Period is longer than the compounding  period,  then such period will be divided
into a regular  compounding  period and a short  period,  with the short  period
being treated as provided in the preceding sentence.

         If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of this Note may be accelerated in the manner and with
the effect provided in the Indenture.

         The  Indenture  contains  provisions  for  defeasance of (i) the entire
indebtedness  of the Notes or (ii) certain  covenants and Events of Default with
respect to the Notes, in each case upon  compliance with certain  conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the Debt  Securities at any time by the
Company  and the  Trustee  with the  consent  of the  Holders of not less than a
majority of the aggregate  principal  amount of all Debt  Securities at the time
outstanding  and  affected  thereby.  The  Indenture  also  contains  provisions
permitting  the Holders of not less than a majority of the  aggregate  principal
amount  of the  outstanding  Debt  Securities  of any  series,  on behalf of the
Holders

                               Page 44 of 47 Pages
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<PAGE>



of all such Debt  Securities,  to waive  compliance  by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority  of the  aggregate  principal  amount of the
outstanding Debt Securities of any series,  in certain  instances,  to waive, on
behalf of all of the Holders of Debt  Securities  of such  series,  certain past
defaults under the Indenture and their consequences.  Any such consent or waiver
by the Holder of this Note shall be conclusive  and binding upon such Holder and
upon  all  future  Holders  of  this  Note  and  other  Notes  issued  upon  the
registration  of transfer  hereof or in exchange  heretofore  or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.

         No reference  herein to the  Indenture and no provision of this Note or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional,  to pay principal, premium, if any, and interest, if
any, in respect of this Note at the times,  places and rate or  formula,  and in
the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth,  the transfer of this Note is  registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the  principal  hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written  instrument of transfer in form satisfactory to the Company and the
Security  Registrar  duly  executed by the Holder hereof or by his attorney duly
authorized  in  writing,  and  thereupon  one or more new Notes,  of  authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth,  this Note is exchangeable for a like aggregate  principal
amount of Notes of different  authorized  denominations but otherwise having the
same terms and conditions,  as requested by the Holder hereof  surrendering  the
same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Holder in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note be overdue,  and neither  the  Company,  the
Trustee nor any such agent shall be affected by notice to the contrary.

         The  Indenture  and this Note shall be  governed  by and  construed  in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.




                                  ABBREVIATIONS


                               Page 45 of 47 Pages
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<PAGE>



         The following  abbreviations,  when used in the inscription on the face
of this  Note,  shall be  construed  as  though  they were  written  out in full
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT - ______ Custodian ______
TEN ENT - as tenants by the entireties                   (Cust)          (Minor)
JT TEN  - as joint tenants with right of          under Uniform Gifts to Minors
          survivorship and not as tenants         Act __________________
          in common                                      (State)           
                                                       

         Additional abbreviations may also be used though not in the above list.




                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and 
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
           OTHER
IDENTIFYING NUMBER OF ASSIGNEE


(Please print or typewrite name and address, including postal zip code,
of assignee)


this Note and all rights thereunder hereby irrevocably constituting and 
appointing

                                                                      Attorney
to  transfer  this  Note  on the  books  of the  Trustee,  with  full  power of
substitution in the premises.

Dated:

                                            Notice:  The  signature(s)  on  this
                                            Assignment  must correspond with the
                                            name(s) as written  upon the face of
                                            this   Note  in  every   particular,
                                            without alteration or enlargement or
                                            any change whatsoever.




                               Page 46 of 47 Pages
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<PAGE>


                            OPTION TO ELECT REPAYMENT


         The  undersigned  hereby  irrevocably  request(s) and  instruct(s)  the
Company to repay this Note (or portion hereof  specified  below) pursuant to its
terms at a price equal to 100% of the  principal  amount to be repaid,  together
with unpaid Interest  accrued hereon to the Repayment Date, to the  undersigned,
at

       (Please print or typewrite name and address of the undersigned)

         For this Note to be repaid,  the Issuing and Paying  Agent must receive
at its corporate trust office in the Borough of Manhattan, The City of New York,
currently located at The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor,
New York, New York 10001,  not more than 60 nor less than 30 calendar days prior
to the Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.

         If less than the entire  principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of  U.S.$1,000)  which the
Holder  elected to have  repaid and specify the  denomination  or  denominations
(which  shall be an  Authorized  Denomination)  of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).

Principal Amount
to be Repaid:   $
                                       Notice:  The signature(s) on this Option
Date:                                  to Elect Repayment must correspond
                                       with the name(s) as written upon the
                                       face of this Note in every particular,
                                       without alteration or enlargement or any
                                       change whatsoever.




                               Page 47 of 47 Pages
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