

                       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)

                                 AUGUST 21, 1998

                               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  August  21,  1998  registrant   issued  a  press  release  entitled
 Halliburton to Sell M-I Interest to Smith International pertaining, among other
 things, to an announcement that registrant and Smith International have entered
 into a definitive agreement pursuant to which Smith International will purchase
 registrant's 36 percent ownership interest in M-I L.L.C. for $265 million.  The
 purchase  price will be paid in the form of a non-interest  bearing  promissory
 note due 240 days  after  closing.  Closing is  expected  by the end of August,
 1998. All of M-I's debt will remain an obligation of M-I.

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 August 21, 1998.


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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:    August 21, 1998                    By:   /s/  Susan S. Keith
                                                  ------------------------------
                                                  Susan S. Keith
                                                  Vice President and Secretary




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                                  EXHIBIT INDEX



Exhibit                                                     Sequentially
Number                     Description                      Numbered Page

20                         Press Release of                 5 of 5
                           August 21, 1998
                           Incorporated by Reference



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