HALLIBURTON CO — Director's Dealing 2003

Sep 5, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2003-09-04

Reporting Person: MIRE WELDON J (Vice Pres - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-04	Common Stock	D	38	$20.94	Disposed	22743.15	Direct
2003-09-04	Common Stock	D	15	$22.50	Disposed	22728.15	Direct
2003-09-04	Common Stock	D	100	$23.12	Disposed	22628.15	Direct
2003-09-04	Common Stock	A	2.54	$24.18	Acquired	850.4	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock	$39.50	2009-12-02	Common Stock (3000)	3000	Direct
Option to Buy Common Stock	$29.0625	2009-02-17	Common Stock (1800)	1800	Direct
Option to Buy Common Stock	$31.55	2011-07-19	Common Stock (3225)	3225	Direct
Option to Buy Common Stock	$39.55	2011-02-23	Common Stock (7500)	7500	Direct

Footnotes

F1: Shares transferred to Halliburton Company for payment of Federal Income Tax withholding obligation on lapse of restrictions on shares issued under the 1993 Stock and Incentive Plan (formerly known as the 1993 Stock and Long-Term Incentive Plan). Said Plan permits Reporting Person to satisfy withholding tax obligation by transferring unrestricted shares to the Issuer.

F2: Reporting Person's beneficial interest in 850.40 shares of Halliburton Company Common Stock by the Halliburton Company Employee Benefit Master Trust No. 3, which shares are 100% vested.

F3: The Option became exercisable on each of the first, second and third anniversaries of the grant in cumulative increments of one-third each of the number of shares subject to the option.

F4: The Option has a four year vesting period (25% per year) with the first vesting date being April 1, 2003 and the last vesting date being April 1, 2006.