HALLIBURTON CO — Director's Dealing 2004

Jan 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2004-01-02

Reporting Person: CORNELISON ALBERT O JR (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-02	Common Stock	A	31610	$26.03	Acquired	74368	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-02	Option to Buy Common Stock	$26.03	A	32940	Acquired	2014-01-02	Common Stock (32940)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock	$28.125	2008-12-02	Common Stock (8500)	8500	Direct
Option to Buy Common Stock	$39.50	2009-12-02	Common Stock (6000)	6000	Direct
Option to Buy Common Stock	$34.75	2010-12-06	Common Stock (7000)	7000	Direct
Option to Buy Common Stock	$31.55	2011-07-19	Common Stock (7875)	7875	Direct
Option to Buy Common Stock	$38.875	2007-11-20	Common Stock (3600)	3600	Direct

Footnotes

F1: Shares acquired 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: On January 2, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $26.03.

F3: Stock Options awarded 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.

F4: The options granted become exercisable on each of the first, second and third anniversaries of the grant in cumulative increments of one-third each of the number of shares subject to the option.