



                                                                       EXHIBIT 5


          [LETTERHEAD OF VINSON & ELKINS L.L.P. APPEARS HERE]




                              May 15, 1997



Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas   75201-3391

Gentlemen:

         We  have  acted  as  counsel  for  Halliburton   Company,   a  Delaware
corporation  (the  "Company"),  for a number of years and are familiar  with the
Halliburton  Company  1993  Stock and  Long-Term  Incentive  Plan (the  "Plan"),
pursuant to which shares of Common Stock,  $2.50 par value ("Common Stock"),  of
the  Company  will be issued to certain  key  employees  of the  Company and its
subsidiaries.  We  have  assisted  in  the  preparation  of  the  Plan  and  the
Post-Effective  Amendment No. 1 to the  Registration  Statement on Form S-8 (the
"Amendment") to be filed pursuant to the Securities Act of 1933, as amended,  on
or about May 15, 1997 with the Securities and Exchange Commission by the Company
with  respect to the  offering,  sale and delivery of shares of Common Stock and
Preferred  Stock Purchase  Rights of the Company to be issued under the Plan. We
note that the Plan is not subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended.

         In this connection,  we have examined such certificates,  documents and
records  as we  deemed  relevant  and  necessary  as a  basis  of  our  opinions
hereinafter  set forth,  including  among other  things,  the Plan and copies of
relevant  resolutions  passed by the board of directors and  stockholders of the
Company.  The Plan provides that shares of Common Stock to be issued  thereunder
may be authorized but unissued Common Stock or Common Stock  previously  issued,
reacquired and held in treasury by the Company.

         Based  upon the  foregoing,  we are of the  opinion  that the shares of
Common  Stock to be issued  pursuant to various  awards under the Plan have been
duly  authorized  and, (a) upon  compliance  by the Company  with the  pertinent
provisions of any applicable  state  securities  laws and (b) when the shares of
Common  Stock are issued and paid for in  accordance  with the terms of the Plan
and any stock option, restricted stock or other agreement pursuant to which such
shares may be issued under the Plan, such shares of Common Stock will be validly
issued,  fully paid and  nonassessable  and any related Preferred Stock Purchase
Rights shall be validly issued.



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Halliburton Company
May 15, 1997
Page 2


         This opinion is rendered as of the effective date of the Amendment.  We
hereby consent to the filing of this opinion as an exhibit to the Amendment, but
we do not  admit  that we are  within  the class of  persons  whose  consent  is
required  under  Section  7 of the  Securities  Act of  1933  or the  rules  and
regulations of the Securities and Exchange Commission thereunder.

                                            Very truly yours,

                                            /s/ Vinson & Elkins L.L.P.
                                            ---------------------------
                                             VINSON & ELKINS L.L.P.




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