

                                   Exhibit 1.1

                               HALLIBURTON COMPANY

                                Medium-Term Notes

                     Due 9 Months or More from Date of Issue

                                 TERMS AGREEMENT

                                                         November 19, 1998
Halliburton Company
3600 Lincoln Plaza
500 N. Akard Street
Dallas, Texas 75201-3391

Attention: Vice President and Secretary

     Subject in all  respects to the terms and  conditions  of the  Distribution
Agreement  dated  January 13, 1997 among  Merrill  Lynch & Co.,  Merrill  Lynch,
Pierce, Fenner & Smith Incorporated,  Lehman Brothers Inc., Morgan Stanley & Co.
Incorporated,  NationsBanc Capital Markets, Inc. and you (the "Agreement"),  the
undersigned  (collectively,  the  "Purchasers")  agree  to  purchase  the  Notes
described below of Halliburton Company (the "Company").

                                   THE NOTES

Aggregate Principal Amount:                        $150,000,000

Purchase Price:                                    99.326% of Principal Amount

Priority:                                          Senior

Issue Price:                                       99.976% of Principal Amount

Currency or Currency Unit:                         United States Dollars

Interest Rate or                                   5-5/8% per annuam, accruing
Method of Determining:                             from November 24, 1998



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<PAGE>


Date of Maturity:                                  December 1, 2008

Interest Payment Dates:                            December 1 and June 1 of each
                                                   year, except  as  provided in
                                                   the Pricing Supplement

Closing Date:                                      November 24, 1998

Method of Payment:                                 Immediately available funds

Trustee:                                           Texas Commerce Bank, National
                                                   Association

Registrar, Paying Agent                            The Chase Manhattan Bank
and Authenticating Agent:                          (National Association)

Modification, if any,                              Each   of    the    documents
in the requirements to                             specified  in  Sections 7(b),
deliver the documents                              (c) and  (d)of  the Agreement
specified in Sections                              shall  be  dated  as  of, and
7 (b) , (c) and (d) of                             delivered to the  undersigned
the Agreement:                                     on, the Closing Date

Other terms:                                       The  Notes  shall  have  such
                                                   additional   terms   as   are
                                                   specified  in   the  form  of
                                                   Pricing  Supplement, attached
                                                   hereto as Annex A

Allocation among                                   Each    of   the   purchasers
Purchasers:                                        severally  agrees to purchase
                                                   the    respective   principal
                                                   amount  of  Notes  set  forth
                                                   next to its name in Annex B

Default of Purchasers:                             The  provisions  set forth in
                                                   Annex-C       hereto      are
                                                   incorporated    herein     by
                                                   reference



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<PAGE>

                                               MERRILL LYNCH,
                                               PIERCE, FENNE &
                                               SMITH INCORPORATED
                                               LEHMAN BROTHERS INC.
                                               MORGAN STANLEY &
                                               CO. INCORPORATED


                                               By:   Merrill Lynch, Pierce,
                                                     Fenner & Smith Incorporated


                                               By:
                                                     --------------------------
                                                     Title:
Accepted:

HALLIBURTON COMPANY


By:    /s/ Lester L. Coleman
       ---------------------




                               Page 7 of 27 Pages
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<PAGE>

                                                             ANNEX A
PRICING SUPPLEMENT
(To prospectus dated December 19, 1996 and
prospectus supplement dated August 1, 1997)

                                  $150,000,000

                       5 5/8 % Notes Due December 1, 2008


     The notes bear interest at a rate of 5 5/8% per year. Interest on the notes
is payable on June 1 and December 1 of each year,  commencing  June 1, 1999. The
notes will mature on December 1, 2008.

     The notes will be  redeemable  prior to maturity,  in whole or in part,  as
described in this pricing  supplement.  The notes do not have the benefit of any
sinking fund.

     The notes will be issued in book entry form through the  facilities  of The
Depository  Trust  Company  in  minimum  denominations  of $1,000  and  integral
multiples  thereof.  We do not  intend  to  list  the  notes  on any  securities
exchange.

     Investing  in the notes  involves  risks which are  described  in the "Risk
Factors"  section  beginining  on  page  S-2  of  the  accompanying   Prospectus
Supplement.


<TABLE>
<CAPTION>

                           Price to      Underwriting      Proceeds to
                         ------------    ------------      -----------
                            Public         Discount     Halliburton Company
                            ------         --------     -------------------
     <S>                 <C>               <C>             <C>
     Per Note (1)....      99.976%           .65%             99.326%
     Total...........    $149,964,000      $975,000        $148,989,000

<FN>
     (1)  Purchasers will also be required to pay accrued interest from November
          24, 1998, if settlement occurs after that date.
</FN>
</TABLE>

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
pricing supplement and the accompanying prospectus supplement and prospectus are
truthful or complete. Any representation to the contrary is a criminal offense.

     We expect that the notes will be ready for delivery in New York,  New York,
on or about November 24, 1998.



Merrill Lynch & Co.
                                 Lehman Brothers
                                 ---------------
Morgan Stanley Dean Witter




            The date of this pricing supplement is November 19, 1998.


                               Page 8 of 27 Pages
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<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                               Pricing Supplement

                                                                 Page
                                                                 ----
<S>                                                              <C>
Recent Developments..........................................    PS-3
Use of Proceeds..............................................    PS-3
Ratio of Earnings to Fixed Charges...........................    PS-4
Certain Terms of the Notes...................................    PS-4
Supplemental Plan of Distribution............................    PS-5

                    Prospectus Supplement

Risk Factors.................................................     S-2
Description of Notes.........................................     S-4
Certain United States Federal Income Tax Considerations......    S-19
Plan of Distribution.........................................    S-26

                          Prospectus

Available Information........................................       2
Incorporation of Certain Documents By Reference..............       3
The Company..................................................       4
Use of Proceeds..............................................       5
Ratio of Earnings to Fixed Charges...........................       5
Description of Debt Securities...............................       5
Description of Capital Stock.................................      15
Distribution.................................................      18
Legal Matters................................................      18
Experts......................................................      18
</TABLE>

     No  dealer,   salesperson  or  other  person  is  authorized  to  give  any
information or to represent anything not contained in this pricing supplement or
the accompanying prospectus supplement and prospectus.  You must not rely on any
unauthorized  information or  representations.  This pricing  supplement and the
accompanying  prospectus supplement and prospectus is an offer to sell or to buy
only the notes offered hereby, but only under circumstances and in jurisdictions
where  it is  lawful  to do  so.  The  information  contained  in  this  pricing
supplement is current only as of the date hereof.






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<PAGE>

                               RECENT DEVELOPMENTS

Acquisition of Dresser Industries, Inc.

     On September 29, 1998,  the Company  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 the  Company,  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
the Company.  In the  aggregate,  the Company issued  approximately  176 million
shares  of Common  Stock in the  Merger.  In  addition,  as part of the  Merger,
Halliburton  is reserving  approximately  7.3 million  shares of Common Stock in
exchange for certain rights relating to Dresser's employee and directors plans.

     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 the
Company'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 the  Company'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 the Company and Dresser. The Company's existing directional drilling
service line and Dresser's  Sperry-Sun  division are not impacted by the decree.
While the Company 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 the Company 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. The Company currently intends to continue
Dresser's business activities.

Results of Operations

     Before  recognition  of special  charges,  the Company  earned $195 million
($0.44 per share of Common Stock on a fully diluted  basis) in the quarter ended
September 30, 1998 as compared to $218 million  ($0.50 per share of Common Stock
on a fully  diluted  basis) in the quarter ended  September 30, 1997.  FInancial
results for both years have been  restated to reflect  the  combined  results of
operation of the Company and Dresser on a pooling of interests  basis.  Revenues
for the third  quarter of 1998 were $4,224  million,  approximately  one percent
greater  than the $4,177  million in revenues of the  combined  companies in the
third quarter of 1997.

     The results of  operations  of the  Company  for the third  quarter of 1998
include a special  charge of $945 million  ($722  million after tax or $1.64 per
share of Common Stock on a fully  diluted  basis) to provide for  consolidation,
restructuring  and merger  related  expenses.  Components of the special  charge
include $509 million of asset related  writeoffs,  writedowns and charges;  $205
million  related  to  personnel   reduction  costs;  $121  million  of  facility
consolidation  charges; $64 million of merger transaction costs; and $46 million
of other merger related costs.

     After the special  charge,  the  Company  reported a net loss for the third
quarter of 1998 of $527  million  or $1.20 per share of Common  Stock on a fully
diluted basis.


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<PAGE>

                                 USE OF PROCEEDS

     The net proceeds from the sale of the notes offered hereby will be added to
the Company's general funds and used for general corporate  purposes,  which may
include  repayment of debt,  acquisitions  by the Company and loans and advances
to, and investments in, subsidiaries of the Company to provide funds for working
capital, repayment of debt and capital expenditures.  Until the net proceeds are
utilized,  it is  expected  that such net  proceeds  will be placed in  interest
bearing time deposits or invested in short-term marketable securities.

<TABLE>
<CAPTION>

                     RATIO OF EARNINGS TO FIXED CHARGES (a)

                                                           Nine Months
                                                              Ended
                     Years Ended December 31,             September 30,
         ----------------------------------------------   -------------
         <S>       <C>       <C>       <C>       <C>         <C>
          1993      1994      1995      1996      1997        1998
         ------    ------    ------    ------    ------      ------
          1.1       6.3       5.6       6.3       8.0         1.2
<FN>

(a)  Includes the effect of the  acquisition  of Dresser on September  29, 1998,
     which was  accounted  for as a pooling of  interests.  Historical  restated
     financial  statements  have been issued and filed with the  Securities  and
     Exchange  Commission in a Current Report on Form 8-K/A dated  September 29,
     1998.
</FN>
</TABLE>

     For purposes of computing the ratio of earnings to fixed charges: (i) fixed
charges  consist  of  interest  on  debt  (whether   expensed  or  capitalized),
amortization  of debt  discount  and  expense  and a portion  of rental  expense
determined to be  representative of interest and (ii) earnings consist of income
(loss) from continuing  operations  before provision for income taxes,  minority
interest,  cumulative effects of accounting changes and extraordinary items plus
fixed charges as described above,  adjusted to exclude capitalized  interest and
by the excess or deficiency of dividends over income of 50 percent or less owned
entities accounted for by the equity method.

                           CERTAIN TERMS OF THE NOTES

     The  following  description  of the  particular  terms of the notes offered
hereby supplements,  and to the extent  inconsistent  therewith,  replaces,  the
description of the general terms and provisions of the Medium-Term  Notes as set
forth and described in the accompanying prospectus and prospectus supplement, to
which description reference is hereby made.

General

     The notes are Fixed Rate Notes (as defined in the  accompanying  prospectus
supplement)  and are part of a series of  Medium-Term  Notes Due Nine  Months or
More From Date of Issue,  Series A, of the Company described in the accompanying
prospectus and prospectus  supplement.  The notes will bear interest at the rate
per annum shown on the cover page of this pricing  supplement  from November 24,
1998,  or from the most recent date to which  interest  has been paid.  Interest
will be payable  semiannually  on June 1 and  December 1 of each year (each,  an
"Interest  Payment  Date"),  commencing on June 1, 1999, to the persons in whose
names  the notes  are  registered  at the  close of  business  on the  fifteenth
calendar  day  (whether or not a Business  Day,  as defined in the  accompanying
prospectus  supplement)   immediately  preceding  such  Interest  Payment  Date.
Interest  payable at  maturity  will be payable to the person to whom  principal
shall be payable. The notes will mature on December 1, 2008, and will be subject
to redemption at the option of the Company prior to maturity.

     The notes will be issued in book-entry  form through the  facilities of The
Depository  Trust  Company  in  minimum  denominations  of $1,000  and  integral
multiples thereof.


                               Page 11 of 27 Pages
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<PAGE>

Redemption

     The notes will be  redeemable  as a whole or in part,  at the option of the
Company at any time,  at a redemption  price equal to the greater of (i) 100% of
the principal amount of such notes and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
redemption  date on a semiannual  basis  (assuming a 360-day year  consisting of
twelve 30-day  months) at the Treasury  Rate plus 15 basis points,  plus in each
case accrued interest thereon to the date of redemption.

     "Treasury  Rate" means,  with respect to any redemption  date, the rate per
annum equal to the  semiannual  equivalent  yield to maturity of the  Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

     "Comparable  Treasury  Issue"  means the United  States  Treasury  security
selected by an Independent  Investment Banker as having a maturity comparable to
the remaining  term of the notes to be redeemed  that would be utilized,  at the
time of selection  and in  accordance  with  customary  financial  practice,  in
pricing new issues of corporate debt securities of a comparable  maturity to the
remaining term of such notes.  "Independent  Investment Banker" means one of the
Reference  Treasury Dealers appointed by the Trustee after consultation with the
Company.

     "Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference  Treasury  Dealer  Quotations  for such  redemption
date,  after  excluding the highest and lowest such  Reference  Treasury  Dealer
Quotations,  or (B) if the  Trustee  obtains  fewer  than  four  such  Reference
Treasury  Dealer  Quotations,  the  average of all such  quotations.  "Reference
Treasury  Dealer  Quotations"  means,  with respect to each  Reference  Treasury
Dealer and any redemption  date, the average,  as determined by the Trustee,  of
the bid and asked prices for the Comparable  Treasury  Issue  (expressed in each
case as a percentage of its principal  amount)  quoted in writing to the Trustee
by such  Reference  Treasury  Dealer  at 3:30  p.m.  New York  time on the third
business day preceding such redemption date.

     "Reference  Treasury  Dealer"  means each of Goldman,  Sachs & Co.,  Lehman
Brothers  Inc.,  Merrill  Lynch,  Pierce,  Fenner & Smith  Incorporated,  Morgan
Stanley & Co.  Incorporated  and Salomon Smith Barney Inc. and their  respective
successors;  provided, however, that if any of the foregoing or their affiliates
shall cease to be a primary U.S. Government securities dealer in The City of New
York (a "Primary  Treasury  Dealer"),  the  Company  shall  substitute  therefor
another Primary Treasury Dealer.

     Notice of any redemption  will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of notes to be redeemed.

     Unless the Company  defaults  in payment of the  redemption  price,  on and
after the redemption date interest will cease to accrue on the notes or portions
thereof called for redemption.

     All questions regarding the validity,  form, eligibility (including time of
receipt) and  acceptance  of any Note for  repayment  will be  determined by the
Company, whose determination will be final and binding.

     For further information  regarding the terms of the notes, see "Description
of Notes" in the accompanying Prospectus Supplement.

                        SUPPLEMENTAL PLAN OF DISTRIBUTION

     Subject to the terms and conditions set forth in the Terms  Agreement dated
November 19, 1998, which incorporates provisions from the Distribution Agreement
dated  January  13,  1997,  the  Company  has  agreed  to  sell  to  each of the
Underwriters named below (the "Underwriters"),  and each of the Underwriters has
severally agreed to purchase,  the respective  principal amount of the notes set
forth opposite its name below:


                               Page 12 of 27 Pages
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<PAGE>

<TABLE>
<CAPTION>
                                                           Principal Amount
                  Underwriter                                  of Notes
                  -----------                              ----------------
     <S>                                                    <C>

     Merrill Lynch, Pierce, Fenner & Smith
                   Incorporated..........................   $  90,000,000
     Lehman Brothers Inc.................................      30,000,000
     Morgan Stanley & Co. Incorporated...................      30,000,000
                                                            --------------
        Total                                               $ 150,000,000
                                                            ==============
</TABLE>

     The  Underwriters  have advised the Company that they propose  initially to
offer the  notes to the  public at the  public  offering  price set forth on the
cover page of this pricing supplement, and to certain dealers at such price less
a  concession  not in  excess of .4 % of the  principal  amount  per  note.  The
Underwriters may allow,  and such dealers may reallow,  a discount not in excess
of .25 % of the principal  amount per note to certain other  dealers.  After the
initial public offering, the public offering price,  concession and discount may
be changed.

     The notes are a new issue of securities with no established trading market.
The  Company  has been  advised by the  Underwriters  that they intend to make a
market in the  notes  but are not  obligated  to do so and may  discontinue  any
market  making at any time without  notice.  The notes will not be listed on any
stock  exchange,  and there can be no  assurance  that there will be a secondary
market  for the notes or that  there  will be  liquidity  in such  market if one
develops.

   The Company has agreed to indemnify the several  Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
See "Distribution" in the accompanying  prospectus and "Plan of Distribution" in
the accompanying prospectus supplement.








                               Page 13 of 27 Pages
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<PAGE>

                                                                 ANNEX B

<TABLE>
<CAPTION>

Purchaser                                            Principal Amount
---------                                            ----------------
<S>                                                    <C>
Merrill Lynch, Pierce, Fenner &
         Smith Incorporated..........................  $ 90,000,000
Lehman Brothers Inc..................................  $ 30,000,000
Morgan Stanley & Co.
         Incorporated................................  $ 30,000,000
                                                       ------------

Total                                                  $150,000,000
</TABLE>




                               Page 14 of 27 Pages
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<PAGE>

                                                                 ANNEX C

     If any Purchaser or  Purchasers  default in their  obligations  to purchase
Notes agreed to be purchased by such  Purchaser or Purchasers  hereunder and the
aggregate  principal  amount  of  Notes  which  such  defaulting   Purchaser  or
Purchasers  agreed  but  failed to  purchase  does not  exceed  10% of the total
principal amount of Notes, the Purchasers may make arrangements  satisfactory to
the Company for the purchase of such Notes by other  persons,  including  any of
the Purchasers,  but if no such  arrangements  are made by the Closing Date, the
nondefaulting  Purchasers shall be obligated  severally,  in proportion to their
respective  commitments  hereunder,  to purchase the Notes which such defaulting
Purchasers  agreed but failed to purchase.  If any  Purchaser or  Purchasers  so
default and the aggregate  principal  amount of Notes with respect to which such
default or defaults occur exceeds 10% of the total principal amount of Notes and
arrangements  satisfactory to the Purchasers and the Company for the purchase of
such Notes by other  persons are not made  within 36 hours  after such  default,
this  Terms  Agreement  will  terminate  without  liability  on the  part of any
nondefaulting  Purchaser or the Company.  As used herein,  the term  "Purchaser"
includes  any  person  substituted  for a  Purchaser  under  the  terms  of this
paragraph. Nothing herein will relieve a defaulting Purchaser from liability for
its default.







                               Page 15 of 27 Pages
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