HALLIBURTON CO — Director's Dealing 2004

Jul 26, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	36706	Direct

Holdings (Derivative)

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

Footnotes

F1: Employee Stock Options to purchase common stock 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: 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.

F3: The options granted have a four-year vesting period (25% per year).