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HALLIBURTON CO Director's Dealing 2004

Dec 6, 2004

30269_dirs_2004-12-06_11e68f25-d425-496c-8184-1177dbce6d67.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2004-12-02

Reporting Person: SMITH DAVID RICH (Vice President - Tax)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-12-02 Common Stock A 2500 $38.61 Acquired 33028 Direct
2004-12-02 Common Stock A .301 $41.35 Acquired 426.797 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-12-02 Option to Buy Common Stock $38.61 A 2400 Acquired 2014-12-02 Common Stock (2400) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option to Buy Common Stock $26.03 2014-01-02 Common Stock (5000) 5000 Direct
Option to Buy Common Stock $28.125 2008-12-02 Common Stock (12000) 12000 Direct
Option to Buy Common Stock $39.50 2009-12-02 Common Stock (10500) 10500 Direct
Option to Buy Common Stock $31.55 2011-07-19 Common Stock (12375) 12375 Direct
Option to Buy Common Stock $39.55 2011-02-23 Common Stock (10500) 10500 Direct
Option to Buy Common Stock $21.90 2011-10-01 Common Stock (12375) 12375 Direct
Option to Buy Common Stock $38.875 2007-11-20 Common Stock (7600) 7600 Direct
Option to Buy Common Stock $38.8125 2008-01-15 Common Stock (8411) 8411 Direct
Option to Buy Common Stock $40.8125 2008-01-15 Common Stock (8410) 8410 Direct
Option to Buy Common Stock $36.8125 2008-01-15 Common Stock (8411) 8411 Direct
Option to Buy Common Stock $12.27 2012-01-02 Common Stock (12375) 12375 Direct
Option to Buy Common Stock $16.76 2012-04-01 Common Stock (12375) 12375 Direct

Footnotes

F1: Shares awarded pursuant to the Halliburton Company 1993 Stock and Incentive Plan. Said Plan provides for the surrender of common stock to the Issuer to satisfy withholding tax obligations.

F2: On December 2, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $38.61.

F3: Reporting Person's beneficial interest in 426.797 shares of Halliburton Company Common Stock by the Halliburton Company Employee Benefit Master Trust No. 3, which shares are 100% vested.

F4: Stock Options awarded pursuant to the Halliburton Company 1993 Stock and Incentive Plan. Said Plan provides for the surrender of common stock to the Issuer to satisfy withholding tax obligations.

F5: The options granted become exercisable on each of the first, second and third aniversaries of the grant in cumulative increments of one-third each of the number of shares subject to the option.