SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 11-K

/X/    Annual Report pursuant to Section 15(d) of The Securities Exchange Act of
       1934.
       For the fiscal year ended December 31, 2001

       or

/ /    Transition Report pursuant to Section 15(d) of The Securities Exchange
       Act of 1934.
       For the transition period from _____________ to ___________.

Commission file number 1-3492

A.     Full title of the plan and the address of the plan, if different from
       that of the issuer named below:

                     Halliburton Retirement and Savings Plan
                               4100 Clinton Drive
                              Building 3, Room 1018
                                Houston, TX 77020

B.     Name of issuer of the securities held pursuant to the plan and the
       address of its principal executive office:

                            Halliburton Company, Inc.
                               3600 Lincoln Plaza
                                  500 N. Akard
                               Dallas, Texas 75201



                              REQUIRED INFORMATION

The following  financial  statements  prepared in accordance  with the financial
reporting  requirements  of ERISA and  exhibits  are  filed for the  Halliburton
Retirement and Savings Plan:

         FINANCIAL STATEMENTS AND SCHEDULES

         Independent Auditors' Report - KPMG LLP

         Independent Auditors' Report - Arthur Andersen LLP

         Statements of Net Assets Available for Plan Benefits as of December 31,
         2001 and 2000

         Statement of Changes in Net Assets  Available for Plan Benefits for the
         Year Ended December 31, 2001

         Notes to Financial Statements

         Supplemental Schedule H, Line  4i - Schedule of Assets  (Held at End of
         Year) as of December 31, 2001

         EXHIBITS

         Independent Auditors' Consent - KPMG LLP (Exhibit 23.1)

         Notice Regarding Consent of Arthur Andersen LLP (Exhibit 23.2)

                                   SIGNATURES

THE PLAN.  Pursuant to the requirements of the Securities  Exchange Act of 1934,
the Benefits  Committee of the Halliburton  Retirement and Savings Plan has duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

         Date: June 28, 2002

                           By   /s/ Michele Mastrean
                                ----------------------------------------
                                Michele Mastrean, Chairperson of the Halliburton
                                Company Benefits Committee





                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                                TABLE OF CONTENTS

                                                                                                                   PAGE
                                                                                                              
Independent Auditors' Reports                                                                                     1 - 2

Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000                                 3

Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2001                   4

Notes to Financial Statements                                                                                    5 - 11

Supplemental Schedule H, Line 4i - Schedule of Assets (Held at End of Year)                                          12




                          INDEPENDENT AUDITORS' REPORT

The Benefits Committee of the
Halliburton Retirement and Savings Plan:

We have  audited the  accompanying  statement of net assets  available  for plan
benefits  of the  Halliburton  Retirement  and  Savings  Plan  (the  Plan) as of
December 31, 2001, and the related  statement of changes in net assets available
for plan benefits for the year then ended.  These  financial  statements are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 2001 and the changes in its net assets  available  for benefits for
the year then ended in conformity with accounting  principles generally accepted
in the United States of America.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental  Schedule H, Line 4i - Schedule of
Assets (Held at End of Year) is presented for the purpose of additional analysis
and  is  not  a  required  part  of  the  basic  financial   statements  but  is
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of 1974.  The  supplemental  schedule  has been  subjected  to the
auditing procedures applied in our audit of the basic financial  statements and,
in our opinion,  is fairly stated, in all material respects,  in relation to the
basic financial statements taken as a whole.

                                    KPMG LLP

Houston, Texas
June 26, 2002



[This is a copy of the audit report previously issued by  Arthur Andersen LLP in
connection  with the Plan's filing  on Form 11-K for the year ended December 31,
2000.  This  audit report  has not  been reissued  by  Arthur  Andersen  LLP  in
connection  with  this  filing  on  Form  11-K.  See  Exhibit  23.2  for further
discussion.]

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Benefits Committee of the
Halliburton Retirement and Savings Plan:

We have audited the  accompanying  statements  of net assets  available for plan
benefits  of the  Halliburton  Retirement  and Savings  Plan (the  "Plan") as of
December 31, 2000 and 1999,  and the related  statement of changes in net assets
available  for plan  benefits  for the  year  ended  December  31,  2000.  These
financial  statements and the  supplemental  schedule  referred to below are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these  financial  statements and  supplemental  schedule based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2000 and 1999,  and the changes in its net assets  available for
plan  benefits  for the  year  ended  December  31,  2000,  in  conformity  with
accounting principles generally accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The supplemental  schedule of assets held
for investment  purposes is presented for the purpose of additional analysis and
is not a required part of the basic  financial  statements but is  supplementary
information  required by the  Department  of Labor's Rules and  Regulations  for
Reporting and Disclosure  under the Employee  Retirement  Income Security Act of
1974. The  supplemental  schedule has been subjected to the auditing  procedures
applied in our audits of the basic financial  statements and, in our opinion, is
fairly  stated in all  material  respects  in  relation  to the basic  financial
statements taken as a whole.


                                                    Arthur Andersen LLP


Dallas, Texas,
    April 25, 2001


                                       2




                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

              Statements of Net Assets Available for Plan Benefits

                           December 31, 2001 and 2000

                                                                                      2001                 2000
                                                                                ------------------   ------------------
                                                                                               
Assets:
    Cash                                                                        $     2,937,648      $     1,390,856
    Company contributions receivable                                                 55,893,096           14,264,426
    Plan participants' contributions receivable                                       4,293,969            2,325,565
    Participation in Master Trust, at fair value                                  3,400,232,865        3,834,641,353
    Participant loans                                                                81,529,596           82,027,397
                                                                                ------------------   ------------------
                Total assets                                                      3,544,887,174        3,934,649,597
                                                                                ------------------   ------------------
Liabilities:
    Payable to other plan                                                                     0           (4,475,405)
                                                                                ------------------   ------------------
                Net assets available for plan benefits                          $ 3,544,887,174      $ 3,930,174,192
                                                                                ==================   ==================

See accompanying notes to financial statements.



                                       3




                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

         Statement of Changes in Net Assets Available for Plan Benefits

                          Year ended December 31, 2001


                                                                                                
Additions:
    Contributions:
       Company                                                                                     $     113,509,665
       Plan participants                                                                                 115,207,931
       Transfers from other plans                                                                          3,801,014

    Investment activity:
       Allocation of Master Trust net investment activity                                               (169,840,113)
       Interest and dividends                                                                              2,199,761
       Interest on loans to participants                                                                   6,975,137
                                                                                                   ------------------
                Total additions                                                                           71,853,395
                                                                                                   ------------------
Deductions:
    Benefits paid to participants                                                                       (265,065,415)
    Divestitures                                                                                        (176,098,292)
    Forfeitures expense                                                                                   (1,345,747)
    Administrative expenses and other                                                                    (14,630,959)
                                                                                                   ------------------
                Total deductions                                                                        (457,140,413)
                                                                                                   ------------------
                Net decrease in net assets available for plan benefits                                  (385,287,018)

Net assets available for plan benefits, beginning of year                                              3,930,174,192
                                                                                                   ------------------
Net assets available for plan benefits, end of year                                                $   3,544,887,174
                                                                                                   ==================

See accompanying notes to financial statements.



                                       4


                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(1)    DESCRIPTION OF PLAN

       The  Halliburton  Retirement  and  Savings  Plan  (the Plan) is a defined
       contribution profit sharing pension plan for certain  qualified employees
       of Halliburton  Company and  subsidiaries  (the Company).  The  Plan  was
       established in accordance with Sections 401(a) and 401(k) of the Internal
       Revenue  Code  (IRC) and  is subject  to  the provisions  of the Employee
       Retirement Income Security Act of 1974. The following  description of the
       Plan provides only general information. Participants should  refer to the
       plan document or summary plan description for a more complete description
       of the Plan's provisions.

       (a)    ELIGIBILITY

              Certain employees of the Company are eligible for participation in
              the Plan upon their date of hire.

       (b)    CONTRIBUTIONS

              Participants  may elect  to contribute to the tax deferred savings
              and/or  after-tax features of  the Plan  through periodic  payroll
              deductions. These contributions are limited to an aggregate of 15%
              of  the participant's  eligible earnings  of up  to  $170,000; the
              total amount of participant tax deferred savings  contributions is
              limited to $10,500 for 2001 and 2000. Any contributions  in excess
              of the $10,500 limit are  automatically made to the  participant's
              after-tax  account.  The Plan  participants  who  contribute  also
              receive Company matching contributions equal to 100% of the  first
              4%  of a participant's  compensation.  The Company may make annual
              profit  sharing  contributions  to participants  on a tax deferred
              basis, based on Company performance. Participants are not required
              to  have contributed  to  the  Plan to  be  eligible  for  such  a
              contribution. The participant's  share of any discretionary profit
              sharing  contribution is  based on  a percentage of their eligible
              pay for the year.  For the plan years 2001 and 2000, discretionary
              profit  sharing  contribution  receivables  totaled  approximately
              $55.2 million and $13.4 million, respectively.

              Eligible employees  who participated in  a  qualified  savings  or
              retirement plan of a former employer, may be able to roll over tax
              deferred  contributions and  earnings from  their former plan into
              the Plan.

              Upon attainment of either the normal  retirement age (65) or early
              retirement  age (55 or 50 during specified  periods), participants
              in the Halliburton Retirement Plan (a defined benefit pension plan
              sponsored  by  the  Company)  may  elect to  transfer their vested
              benefits  to  the  Plan. Such transfers  are restricted as  to the
              investment elections  in which they may be invested. The amount of
              the benefit that may be  rolled over is the actuarially determined
              amount  to be  received by  the participant. Transfers may be made
              during any month of the year.

       (c)    CASH ACCOUNTS

              The  Plan  maintains cash  accounts  to  facilitate the payment of
              benefits and receipt of contributions.

       (d)    INVESTMENT ELECTIONS

              Contributions and participant account  balances may be directed to
              one  of eleven funds or a combination of funds.  The assets of the
              funds are  held in the Halliburton Company Employee Benefit Master
              Trust (the Master  Trust, see note 3). One of the investment funds
              invests primarily  in Halliburton Company  stock, the  Halliburton
              Stock Fund (the HSF).  Participants' contributions to the  HSF are
              limited  to 15%  of  their  total  contributions. The  Plan allows
              participants  to  make  daily transfers  of their account balances
              among  the  funds.  The amount  of the transfer  may be all or any
              portion of the participant's account balance,  subject to  certain
              limitations on transfers to the HSF.

                                       5


                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000

       (e)    PARTICIPANT LOANS

              A  participant may  borrow from  their vested  account  balance  a
              minimum  of $1,000 up  to a maximum equal to the lesser of $50,000
              or 50% of their vested  account balance. A participant may have up
              to two loans outstanding at any  time. Loans bear  interest at the
              current  prime  rate  plus  1%  as published  in the  Wall  Street
              Journal.  Loans must  be repaid  within five  years  (10 years for
              primary  residence  loan)  through   payroll  deductions  and  are
              collateralized by the participant's account balance.

       (f)    VESTING

              Participants'  contributions to  their  accounts  and the earnings
              thereon  are  fully  vested  when  made  or  earned.  Participants
              employed by the  Company on December  31, 1998 are fully vested in
              all   Company   matching   and   profit   sharing   contributions.
              Participants hired after December 31, 1998 are fully vested in all
              Company matching and profit sharing contributions after completing
              one year of service. Participants who terminate prior to obtaining
              one year of service forfeit their nonvested balances.

              The  nonvested  portion of  account balances  of participants  who
              terminated  prior  to   December  31,  1998  is  forfeitable.  The
              nonvested  portion  is  forfeited  at  the  end  of the fifth year
              following  termination  unless the participant  is rehired  within
              five years  of termination.  Such forfeitures  are used  to reduce
              future Company  matching  contributions. As of December 31,  2001,
              the forfeitures were  $1,345,747; forfeitures were used  to reduce
              Company contributions receivable in 2001.

       (g)    DISTRIBUTIONS

              Each  participant, or  their designated  beneficiary, may elect to
              receive  a distribution upon  retirement, termination, disability,
              or  death. Certain participants'  balances related  to prior  plan
              mergers may be  withdrawn at  any time. Direct rollovers to an IRA
              or other qualified plan are permitted.  All distributions are made
              in  lump-sum   amounts  or   in  periodic  installments,   at  the
              participant's election. Distributions from the HSF may be  made in
              the form of shares of stock or cash. Each participant may elect to
              receive an in-service withdrawal of their after-tax contributions.

       (h)    ADMINISTRATION

              State Street  Bank and Trust  Company (State Street) is the Plan's
              trustee, and Hewitt Associates LLC is the recordkeeper.

       (i)    INVESTMENT EARNINGS

              Investment  earnings  on   participants'  accounts  are  allocated
              proportionately  based on their  relative account balance  in each
              investment fund.  Such earnings are taxable to participants at the
              time of distribution from the Plan.

       (j)    PLAN TERMINATION

              The  Board  of  Directors  of  the  Company  may amend, modify, or
              terminate  the   Plan  at  any   time.   No  such  termination  is
              contemplated,  but  if  it  should  occur,  the  accounts  of  all
              participants  would  be  immediately  fully  vested  and  paid  in
              accordance with the terms of the Plan.

                                       6


                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(2)    SIGNIFICANT ACCOUNTING POLICIES

       (a)    BASIS OF ACCOUNTING

              The  accompanying financial  statements  are  prepared  using  the
              accrual basis of accounting.

       (b)    INVESTMENT IN MASTER TRUST

              Assets of  the Plan are  combined with the assets of certain other
              benefit plans of affiliated  companies in  the Master  Trust.  The
              assets  of the Master  Trust are segregated into thirteen funds in
              which the  plans may participate.  The Plan participates in eleven
              of these funds. The combination of the  plans' assets is  only for
              investment purposes, and each plan continues to be operated  under
              its current plan document. All investments of the Master Trust are
              held by State Street.

              The  funds  within  the Master  Trust hold  bank,  insurance,  and
              investment contracts providing a fully benefit-responsive feature.
              These investments are stated at contract value, which approximates
              fair value.  Where the Master Trust owns the underlying securities
              of asset-backed  investment contracts, the contracts are stated at
              fair market value  of the underlying securities plus an adjustment
              for the difference  between fair  market value  of  the underlying
              securities  and contract  value.  Contract  value  represents  the
              principal  balance of  the investment plus accrued interest at the
              stated contract rate, less payments received, and contract charges
              by the insurance company or bank.

              Cash   equivalents,   derivative   financial   instruments,  stock
              securities  bonds  and notes, and  all other debt  securities  are
              presented at  their quoted  market value.  Realized and unrealized
              changes in market values are recognized in the period in which the
              changes occur.

              Real  estate related  investments consist of real estate mortgages
              and  investments in  Real Estate  Investment  Trusts.  Real estate
              mortgages  are stated  at cost plus accrued interest less payments
              received which approximates fair value.

              All  investment transactions  are accounted  for on the trade-date
              basis in accordance with accounting principles  generally accepted
              in the United States.

       (c)    ALLOCATION OF MASTER TRUST NET INVESTMENT ACTIVITY

              The  allocation of Master Trust net investment activity represents
              the  Plan's  share  of  the  net  investment  income  or  loss  on
              investments held  by the  Master Trust  determined by  the  Plan's
              allocable  share  of  the  net  assets of  the Master  Trust.  Net
              investment  income or  loss  is the realized net gain or loss from
              investments  sold, change  in the  unrealized net  gain or loss on
              investments,  dividend  income, and interest income  of the Master
              Trust.

       (d)    ADMINISTRATIVE EXPENSES

              Administrative  expenses  which  are  related  to  compliance  and
              operational  activities as  defined by the Department of Labor may
              be charged  against the Plan assets  at the discretion of the Plan
              administrator and in accordance with the terms of the Plan.

                                       7


                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000

       (e)    PAYMENT OF BENEFITS

              Benefits are recorded when paid.

       (f)    USE OF ESTIMATES

              The  preparation  of  financial  statements  in   conformity  with
              accounting  principles  generally accepted  in the  United  States
              requires management to make  estimates and assumptions that affect
              the reported amounts of assets,  liabilities, and changes therein,
              and  disclosure  of  contingent  assets  and  liabilities.  Actual
              results could differ from those estimates.

(3)    MASTER TRUST

       The  following are the  statements of net  assets as of December 31, 2001
       and 2000  and the statement  of changes in net assets of the Master Trust
       for the year ended December 31, 2001 (dollar amounts in thousands):



                             STATEMENTS OF NET ASSETS                                   2001                   2000
                                                                                 --------------------   --------------------
                                                                                                  
      Cash and equivalents                                                       $        298,416       $        359,903
      Receivables                                                                          28,249                 40,740
      Asset-backed investment contracts                                                   (29,495)                (5,819)
      U.S. corporate and government bonds and notes                                     1,890,763              2,154,126
      Non-U.S. bonds and notes                                                            293,638                255,764
      Non-U.S. stock                                                                      377,376                525,642
      Halliburton Company stock                                                           100,757                153,963
      Insurance investment contracts                                                       23,698                 17,244
      Pooled equity index funds                                                            22,720                  7,232
      Other U.S. stock                                                                  1,046,738              1,231,674
      Pooled bond funds                                                                     4,579                 50,798
      Real estate related investments                                                       4,748                  5,347
      Investments in mutual funds                                                         511,038                735,210
      Payables                                                                           (315,725)              (557,896)
                                                                                 --------------------   --------------------

                    Net assets of the Master Trust                               $      4,257,500       $      4,973,928
                                                                                 ====================   ====================

      Plan dollar value interest                                                 $      3,400,233       $      3,834,641

      Plan percent interest                                                                 79.86%                 77.09%


                                       8


                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000



                                                                                                            YEAR ENDED
                                    STATEMENT OF CHANGES IN NET ASSETS                                   DECEMBER 31, 2001
                                                                                                        --------------------
                                                                                                     
      Participating plans' net assets, beginning of year                                                $      4,973,928
      Net realized loss                                                                                          (41,496)
      Net change in unrealized gain (loss)                                                                      (320,995)
      Net investment income                                                                                      158,392
      Receipts from participating plans                                                                        2,330,234
      Withdrawals by participating plans                                                                      (2,842,563)
                                                                                                        --------------------
      Participating plans' net assets, end of year                                                      $      4,257,500
                                                                                                        ====================


                                                                                                            YEAR ENDED
                                 NET APPRECIATION (DEPRECIATION) BY TYPE                                 DECEMBER 31, 2001
                                                                                                        --------------------

      Cash and equivalents                                                                              $          1,594
      U.S. corporate and government bonds and notes                                                               19,552
      Non-U.S. bonds and notes                                                                                    (5,066)
      Non-U.S. stock                                                                                             (83,678)
      Halliburton Company stock                                                                                 (108,241)
      Real estate related investments                                                                                140
      Pooled equity index funds                                                                                      290
      Other U.S. stock                                                                                          (121,879)
      Investments in mutual funds                                                                                (53,207)
      Other investments                                                                                          (11,996)
                                                                                                        --------------------
                    Total depreciation                                                                  $       (362,491)
                                                                                                        ====================


       The Master  Trust makes  use of several  investment strategies  involving
       limited use of derivative investments. The Master Trust's management,  as
       a matter  of policy and  with risk management as their primary objective,
       monitors risk indicators such  as duration and counter-party credit risk,
       both for  the derivatives  themselves and  for the  investment portfolios
       holding  the  derivatives.   Investment  managers   are  allowed  to  use
       derivatives  for   such  strategies  as  portfolio  structuring,   return
       enhancement,  and hedging  against deterioration  of investment  holdings
       from market  and interest  rate changes.  Derivatives are  also used as a
       hedge  against   foreign  currency   fluctuations.  The   Master  Trust's
       management does not allow investment managers for the Master Trust to use
       leveraging for any investment purchase. Derivative investments are stated
       at  estimated fair  market values  as determined by quoted market prices.
       Gains and  losses on  such investments  are  included in the statement of
       changes in net assets of the Master Trust.

                                       9


                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(4)    PLAN MERGERS, SPIN-OFFS, AND DIVESTITURES

       In April  2000, the Company's  Board of Directors  approved plans to sell
       the business  within the Dresser Equipment Group (DEG)  which specializes
       in  the  manufacturing and  marketing of equipment  used primarily in the
       energy, petrochemical, power, and transportation industries.  The Company
       sold DEG  effective April 10, 2001,  retaining a 5% equity interest.  The
       sale  of DEG resulted  in the transfer  of associated net assets from the
       Plan during 2001 totaling approximately $164 million.

       Effective  July 6, 2000, the C.F.  Braun, Inc. Select Savings Plan (Braun
       Plan) merged with the Plan. In accordance with the merger, the net assets
       of the Braun Plan were transferred to the Master Trust.

       Effective  September 1,  2000, the  Plan spun off certain participants to
       the  National-Oil Well Retirement  and Thrift Plan  (NOW Plan) based upon
       the purchase  and sale  agreement signed by the Company  and National-Oil
       Well, L.P. on September 6, 2000.Approximately $4.4 million in assets were
       transferred to the NOW Plan on January 2, 2001, from the Master Trust.

       In June 2001, the Plan was  amended to allow participants who transferred
       to  employment  with  Well  Dynamics,  Inc. (WDI)  and  Enventure  Global
       Technology LLC (Enventure) to voluntarily transfer their  account balance
       in the  Plan to  the WDI 401(k)  Retirement Plan and the Enventure 401(k)
       Retirement Plan. On July 31, 2001,  amounts that  transferred to  the WDI
       401(k)  Retirement Plan  and the Enventure 401(k) Retirement Plan totaled
       $3.4 million and $1.5 million, respectively.

       In August  2001, Halliburton  Energy Services, Inc.,  a subsidiary of the
       Company,  entered  into  an  asset  purchase agreement  with  Weatherford
       Artificial  Lift  Systems,  Inc.   (Weatherford).  As  a  result  of  the
       agreement, approximately $1 million  of plan  assets were  transferred to
       the  Weatherford  International  Inc. 401(k)  Savings Plan on October 31,
       2001.

 (5)   INVESTMENTS

       Individual  investments in excess of 5%  of net assets available for plan
       benefits are as follows:



                                                                         2001                2000
                                                                   ------------------  ------------------

                                                                                 
Participation in Master Trust, at fair value:
    Fixed Investment Fund                                          $  1,273,734,474    $  1,112,930,458
    Equity Investment Fund                                              253,319,999         371,753,993
    General Investment Fund                                             964,413,585       1,248,585,841
    S&P 500 Index Fund                                                  285,530,973         364,789,888


(6)    TAX STATUS

       The  Plan is  subject  to ERISA  and certain  provisions of  the Internal
       Revenue Code (IRC) and is intended to qualify under Section 401(a) of the
       IRC. The Internal Revenue Service has determined and informed the Company
       by  letter dated  April 24,  1998 that  the Plan  and related  trust  are
       designed in accordance with the applicable sections of the IRC. The  Plan
       has  been  amended  since  receiving the  determination letter.  However,
       management believes  that the Plan is currently designed and operating in
       compliance  with the  applicable requirements  of the IRC.  Therefore, no
       provision for income tax has been included in the Plan's financial
       statements.

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                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(7)    RELATED-PARTY TRANSACTIONS

       State  Street is the  trustee defined by the Plan. The assets of the Plan
       are held by the Master  Trust, of which State Street is also the trustee.
       Additionally,  the Master  Trust invests  in the  HSF.  Therefore,  State
       Street, the Master Trust, the Company, and  the participants of the  Plan
       qualify as parties in interest.

(8)    SUBSEQUENT EVENT

       On March 18, 2002 the Company announced plans to reorganize.   Management
       has not yet determined the impact of this reorganization on the Plan.

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                     HALLIBURTON RETIREMENT AND SAVINGS PLAN

         Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

                                December 31, 2001

                                 EIN: 75-2677995
                                   Plan #: 001


 (a)                           (b)                                          (c)                           (d)
                  IDENTITY OF ISSUER, BORROWER,                                                         CURRENT
                     LESSOR, OR SIMILAR PARTY                    DESCRIPTION OF INVESTMENT               VALUE
-------   -----------------------------------------------   ------------------------------------    -----------------
                                                                                           
  *       State Street Bank and Trust Company               Cash                                    $     2,937,648

  *       Halliburton Company Employee                      Investment in net assets of
             Benefit Master Trust                              Halliburton Company
                                                               Employee Benefit Master
                                                               Trust                                  3,400,232,865

  *       Participant Loans                                 Loans issued at interest rates
                                                               between 6% and 10.5%                      81,529,596


* Column (a)  indicates each  identified person/entity  known  to be  a party in
interest.

This supplemental schedule lists assets held for investment purposes at December
31, 2001,  as required by  the Department of  Labor's Rules and  Regulations for
Reporting and Disclosure.

See accompanying independent auditors' report.



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