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)

                                  JULY 22, 2002

                               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 July 22, 2002 registrant issued a press release entitled "Halliburton To
Sell Interest In Joint Venture",  pertaining to an announcement  that registrant
has signed a letter of intent to sell its 50%  interest in  Bredero-Shaw  to its
partner, ShawCor Ltd. for $150 million comprised of cash, stock and a short-term
note.  The  transaction  is  subject to  approval  by the  respective  Boards of
Directors,   execution  of  definitive   agreements  and  regulatory  approvals.
Registrant  will  recognize  a pre-tax  loss of $61 million or $0.14 per diluted
share.

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 July 22, 2002.







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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:     July 22, 2002                     By: /s/ Susan S. Keith
                                               --------------------------------
                                                    Susan S. Keith
                                                    Vice President and Secretary









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                                  EXHIBIT INDEX



Exhibit                                            Sequentially
Number          Description                        Numbered Page

20              Press Release of                   5 of 5
                July 22, 2002
                Incorporated by Reference











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