HALLIBURTON CO — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2004-01-30

Reporting Person: DERR KENNETH T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Stock Equivalent Units	$	A	383.355	Acquired		Common Stock (383.355)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Buy Common Stock	$45.35	2011-05-15	Common Stock (5000)	5000	Direct
Option to Buy Common Stock	$16.75	2012-01-15	Common Stock (2000)	2000	Direct

Footnotes

F1: The security converts to common stock on a one-for-one basis.

F2: Stock equivalents acquired under 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.

F3: 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.

F4: On January 29, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $30.23.

F5: Options are exercisable six months after the date of grant.