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) MAY 28, 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 Page 1 of 6 Pages The Exhibit Index Appears on Page 4 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 May 28, 2002 registrant issued a press release entitled "Halliburton Reports SEC Investigation of Accounting Practice," pertaining to an announcement that registrant has received notification from the Securities and Exchange Commission that it has initiated a preliminary investigation of registrant's accounting treatment of cost overruns on construction jobs. Registrant believes that it has accounted for construction claims and change orders in accordance with generally accepted accounting principles applicable to the construction industry. Registrant has advised the SEC that it will cooperate fully with the SEC in its investigation. Please see the full text of the attached press release for further details. 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 May 28, 2002. Page 2 of 6 Pages The Exhibit Index Appears on Page 4 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: May 29, 2002 By: /s/ Susan S. Keith --------------------------------- Susan S. Keith Vice President and Secretary Page 3 of 6 Pages The Exhibit Index Appears on Page 4 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 20 Press Release of 5 of 6 May 28, 2002 Incorporated by Reference Page 4 of 6 Pages The Exhibit Index Appears on Page 4