HALLIBURTON CO — Director's Dealing 2004

Jul 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2004-07-23

Reporting Person: Lane Andrew R (Pres. & CEO - KBR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-23	Common Stock	A	20000	$30.55	Acquired	56706	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock	$44.9375	2008-06-02	Common Stock (2000)	2000	Direct
Option to Buy Common Stock	$20.0625	2009-02-17	Common Stock (4500)	4500	Direct
Option to Buy Common Stock	$39.50	2009-12-02	Common Stock (9000)	9000	Direct
Option to Buy Common Stock	$34.75	2010-12-06	Common Stock (10500)	10500	Direct
Option to Buy Common Stock	$31.55	2011-07-19	Common Stock (5175)	5175	Direct
Option to Buy Common Stock	$28.86	2014-03-16	Common Stock (8020)	8020	Direct

Footnotes

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

F2: On July 23, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $30.55 per share.