HALLIBURTON CO — Director's Dealing 2006

Mar 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HALLIBURTON CO (HAL)
CIK: 0000045012
Period of Report: 2006-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-02	Common Stock	D	700	$70.61	Disposed	669292.48	Direct
2006-03-02	Common Stock	M	10000	$51.50	Acquired	679292.48	Direct
2006-03-02	Common Stock	S	10000	$69.75	Disposed	669292.48	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-02	Option to Buy Common Stock	$51.50	M	10000	Disposed	2011-09-14	Common Stock (10000)	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	$31.55	2011-07-19	Common Stock (38602)	38602	Direct
Option to Buy Common Stock	$26.03	2014-01-02	Common Stock (33333)	33333	Direct
Option to Buy Common Stock	$64.78	2015-12-07	Common Stock (90000)	90000	Direct
Option to Buy Common Stock	$44.08	2015-03-03	Common Stock (100000)	100000	Direct
Option to Buy Common Stock	$38.61	2014-12-02	Common Stock (69000)	69000	Direct

Footnotes

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

F2: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 2, 2005.

F3: Options disposed of through exercise pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 2, 2005.