

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                   FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                               SEPTEMBER 29, 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





<PAGE>

                      INFORMATION TO BE INCLUDED IN REPORT

Item 2.  Acquisition or Disposition of Assets

         On September 29, 1998,  Halliburton Company  ("Halliburton")  completed
the  acquisition  of  Dresser  Industries,  Inc.  ("Dresser")  pursuant  to  the
Agreement  and  Plan of  Merger  dated  as of  February  25,  1998 by and  among
Halliburton,  Halliburton  N.C.,  Inc.,  a wholly  owned  direct  subsidiary  of
Halliburton  ("Merger Sub"), and Dresser (the "Merger  Agreement").  Pursuant to
the  Merger  Agreement,  Merger  Sub was  merged  (the  "Merger")  with and into
Dresser,  with Dresser surviving as a subsidiary of Halliburton.  As a result of
the merger,  each outstanding share of Dresser common stock, par value $0.25 per
share ("Dresser Common Stock"), has been converted into the right to receive one
(1.0) share of Halliburton common stock, par value $2.50 per share ("Halliburton
Common  Stock").  In the  aggregate,  Halliburton is issuing  approximately  176
million  shares of  Halliburton  Common Stock in exchange for the Dresser Common
Stock.  The exchange  ratio of 1.0 to 1.0 was determined by  negotiations  among
Halliburton  and Dresser.  In addition,  as part of the Merger,  Halliburton  is
reserving  approximately  7.3  million  shares of  Halliburton  Common  Stock in
exchange for certain rights relating to Dresser's  employee and directors plans.
There were no material  relationships  between  Halliburton and Dresser prior to
the consummation of the merger.

         The Company sold its 36%  ownership  interest in M-I L.L.C.  ("M-I") to
Smith  International,  Inc.  ("Smith")  on August  31,  1998.  This  transaction
completed  Halliburton's  commitment to the United States  Department of Justice
("DOJ") to sell its M-I  interest in  connection  with the Merger.  The purchase
price of $265  million was paid by Smith in the form of a  non-interest  bearing
promissory  note due 240 days from the date of the  closing.  All of M-I's  debt
remains an obligation of M-I. In connection with the Merger, the Company entered
into a  consent  decree  with the DOJ  requiring  divestiture  of  Halliburton's
current worldwide  logging-while-drilling ("LWD") business. In 1997 the affected
business  had revenues of less than $50 million,  or  approximately  0.4% of the
combined revenues of Halliburton and Dresser. Halliburton's existing directional
drilling service line and Dresser's  Sperry-Sun division are not impacted by the
decree. While Halliburton agreed in the consent decree to divest one-half of its
sonic LWD tools,  it will continue to provide  customers with sonic LWD services
using its existing sonic technologies.  The consent decree requires  Halliburton
to divest such LWD business by March 28, 1999.

         Dresser,  which was  previously  publicly  traded,  is a leading global
supplier to the total hydrocarbon  energy stream.  Dresser's product and service
offerings encompass sophisticated drilling and well construction systems as well
as   technologies,   engineered   equipment  and  project   management  for  the
transportation  and  conversion  of oil and natural gas.  Halliburton  currently
intends to continue Dresser's business activities.

Item 7.  Financial Statements and Exhibits

         List  below  the  financial   statements,   financial  information  and
exhibits, if any, filed as part of this report.

(c)      Exhibits

2(a)     Agreement  and Plan  of  Merger,  dated as of February 25, 1998, among
         Halliburton  Company,  Halliburton  N.C., Inc.  and Dresser Industries,
         Inc. (incorporated by reference  to Exhibit C to  Halliburton Company's
         Schedule 13D filed on March 9, 1998)

2(b)     Stock Option Agreement dated as of February 25, 1998, among Halliburton
         Company  and Dresser  Industries,  Inc.  (incorporated  by reference to
         Exhibit B to Halliburton Company's Schedule 13D filed on March 9, 1998)

23(a)*   Consent of Arthur Andersen LLP


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23(b)*   Consent of PricewaterhouseCoopers LLP

27(a)*   Financial data schedules for the twelve months ended December 31, 1995

27(b)*   Financial data  schedules for the  three, six,  nine, and twelve months
         ended December 31, 1996

27(c)*   Financial  data schedules  for the three,  six, nine, and twelve months
         ended December 31, 1997

27(d)*   Financial  data schedules  for the three  and six months ended June 30,
         1998

99(a)*   Supplemental financial statements for Halliburton Company for the three
         years ended December 31, 1997 and six months ended June 30, 1998

99(b)    Annual Report on  Form 10-K  of Dresser  Industries,  Inc. for the year
         ended  October 31,  1997  (incorporated  by reference  to the filing by
         Dresser  for its  fiscal year  ended October 31, 1997 filed January 27,
         1998)

99(c)    Amendment No. 1 to Form  10-K of Dresser  Industries, Inc. for the year
         ended  October  31, 1997  (incorporated by  reference to  the filing by
         Dresser on Form 10-K/A filed April 16, 1998)

99(d)*   Report of independent accountants, PricewaterhouseCoopers LLP

99(e)    Annual  Report  on Form  10-K of Halliburton Company for the year ended
         December  31,  1997  (incorporated  by  reference   to  the  filing  by
         Halliburton  for  its  year  ended December 31, 1997 filed February 24,
         1998)

99(f)    Amendment No. 1 to Form 10-K of Halliburton  Company for the year ended
         December  31,  1997  (incorporated  by   reference  to  the  filing  by
         Halliburton on Form 10-K/A filed March 18, 1998)

*        Filed with this Form 8-K/A


<PAGE>

                                   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





October 23, 1998                        By:  /s/  Gary V. Morris
                                           ----------------------------------
                                                  Gary V. Morris
                                                  Executive Vice President
                                                  and Chief Financial Officer





                                             /s/  R. Charles Muchmore, Jr.
                                           -------------------------------------
                                                  R. Charles Muchmore, Jr.
                                                  Vice President and Controller




<PAGE>
Index to exhibits filed with this current report.

Exhibit
Number    Description
-------   --------------------
23(a)     Consent of Arthur Andersen LLP

23(b)     Consent of PricewaterhouseCoopers LLP

27(a)     Financial data schedules for the twelve months ended December 31, 1995

27(b)     Financial  data schedules  for the three,  six, nine and twelve months
          ended December 31, 1996

27(c)     Financial  data  schedules for  the three, six, nine and twelve months
          ended December 31, 1997

27(d)     Financial data schedules for the  three and six  months ended June 30,
          1998

99(a)     Supplemental  financial  statements  for  Halliburton  Company for the
          three  years  ended December  31, 1998  and six  months ended June 30,
          1998

99(d)     Report of independent accountants, PricewaterhouseCoopers LLP

