HALLIBURTON CO — Director's Dealing 2004

Aug 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2004-07-31

Reporting Person: LEWIS AYLWIN B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-02	Common Stock	A	1800	—	Acquired	4400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-31	Stock Equivalent Units	$	A	368.4517	Acquired		Common Stock (368.4517)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock	$45.35	2011-05-15	Common Stock (5000)	5000	Direct
Option to Buy Common Stock	$16.75	2012-05-15	Common Stock (2000)	2000	Direct

Footnotes

F1: 400 shares awarded pursuant to Halliburton Company's Restricted Stock Plan for Non-Employee Directors. 1,400 shares awarded pursuant to Halliburton Company's 1993 Stock and Incentive Plan.

F2: On August 2, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $31.30 per share.

F3: The security converts to common stock on a one-for-one basis.

F4: Stock equivalents acquired under the Halliburton Company's Directors' Deferred Compensation Plan reported on a pro rata basis to reflect Issuer's Plan quarter. Said Plan is an ongoing securities acquisition plan.

F5: The stock equivalent units were accrued under the Company's Directors' Deferred Compensation Plan and are settled in the Company's common stock upon cessation as a director.

F6: On July 29, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $31.48 per share.

F7: Options are exercisable six months after the date of grant.