SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                DECEMBER 11, 2001

                               Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                      Commission              IRS Employer
jurisdiction                        File Number             Identification
of incorporation                                            Number

Delaware                              1-3492                No. 75-2677995

                               3600 Lincoln Plaza
                             500 North Akard Street
                            Dallas, Texas 75201-3391
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 214/978-2600





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         INFORMATION TO BE INCLUDED IN REPORT

Item 5.  Other Events

     The registrant may, at its option,  report under this item any events, with
respect to which  information is not otherwise called for by this form, that the
registrant deems of importance to security holders.

     On  December  11,  2001   registrant   issued  a  press  release   entitled
"Halliburton Maintains Standard & Poor's Investment Grade Rating".

     The following summarizes that press release:

     Registrant  announced that Standard and Poor's reduced its long-term credit
rating to A- from A+ and registrant's commercial paper rating from A1 to A2. The
ratings continue at investment grade levels. Highlights of registrant's December
10, 2001 telephone  conference call to discuss its asbestos  litigation strategy
and balance sheet and liquidity included:

     o   Registrant currently has approximately $250 million in cash.  The  cash
         balance alone is enough to satisfy 16 percent of registrant's debt.

     o   In addition  to cash,  as of  October  31,  2001, registrant  had  $2.7
         billion in  other positive working capital,  another significant source
         of liquidity.

     o   Registrant currently has $700 million in committed credit lines on bank
         revolving credit agreements, under which there are no outstandings.

     o   During the  first ten months  of 2001  registrant has reduced  its debt
         from 40 percent of capitalization to 25 percent.


Item 7.  Financial Statements and Exhibits

     List below the financial  statements,  pro forma financial  information and
exhibits, if any, filed as part of this report.

     (c) Exhibits.

         Exhibit 20 - Press release dated December 11, 2001.







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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                   HALLIBURTON COMPANY




Date:    December 12, 2001         By: /s/ Susan S. Keith
                                      ----------------------------------------
                                           Susan S. Keith
                                           Vice President and Secretary








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                                  EXHIBIT INDEX



Exhibit     Description

20          Press Release Dated December 11, 2001

            Incorporated by Reference








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