HALLIBURTON CO — Director's Dealing 2004

Mar 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2004-03-04

Reporting Person: LESAR DAVID J (Director, Chairman, Pres. and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-04	Common Stock	D	5405	$26.03	Disposed	768835	Direct
2004-03-04	Common Stock	D	700	$31.64	Disposed	768135	Direct
2004-03-04	Common Stock	D	6478	$31.96	Disposed	761657	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock	$26.03	2014-01-02	Common Stock (100000)	100000	Direct
Option to Buy Common Stock	$16.56	2004-12-09	Common Stock (12002)	12002	Direct
Option to Buy Common Stock	$22.75	2005-12-06	Common Stock (50000)	50000	Direct
Option to Buy Common Stock	$26.437	2006-02-14	Common Stock (30000)	30000	Direct
Option to Buy Common Stock	$29.56	2006-12-04	Common Stock (80000)	80000	Direct
Option to Buy Common Stock	$54.50	2007-12-03	Common Stock (60000)	60000	Direct
Option to Buy Common Stock	$28.125	2008-12-02	Common Stock (65000)	65000	Direct
Option to Buy Common Stock	$39.50	2009-12-02	Common Stock (260100)	260100	Direct
Option to Buy Common Stock	$51.50	2010-09-14	Common Stock (300000)	300000	Direct
Option to Buy Common Stock	$31.55	2011-07-19	Common Stock (154408)	154408	Direct

Footnotes

F1: Shares transferred to Halliburton Company for payment of Federal Income Tax withholding obligation on lapse of restrictions under the 1993 Stock and Incentive Plan. Said Plan permits Reporting Person to satisfy obligation by transferring unrestricted shares to the Issuer.