HALLIBURTON CO — Director's Dealing 2003

Aug 22, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2003-08-22

Reporting Person: MUCHMORE ROBERT CHARLES JR (Vice President, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-22	Common Stock	D	100	$22.24	Disposed	35438	Direct
2003-08-22	Common Stock	A	1.62	$22.17	Acquired	540.76	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock	$29.56	2006-12-04	Common Stock (24000)	24000	Direct
Option to Buy Common Stock	$54.50	2007-12-03	Common Stock (6000)	6000	Direct
Option to Buy Common Stock	$28.125	2008-12-02	Common Stock (6900)	6900	Direct
Option to Buy Common Stock	$39.50	2009-12-02	Common Stock (10500)	10500	Direct
Option to Buy Common Stock	$34.75	2010-12-06	Common Stock (12000)	12000	Direct
Option to Buy Common Stock	$31.55	2011-07-19	Common Stock (7876)	7876	Direct

Footnotes

F1: Shares transferred to Halliburton Company for payment of Federal Income Tax withholding obligations on lapse of restrictions on shares issued under the 1993 Stock and 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 540.76 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 dated being April 1, 2003 and the last vesting date being April 1, 2006.