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, 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


                               4100 Clinton Drive
                            Houston, Texas 77020-6299
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 713-676-3011



         INFORMATION TO BE INCLUDED IN REPORT

Item 9.  Regulation FD Disclosure

         On  December  11,  2002  registrant  issued  a press  release  entitled
"Halliburton  Close to Agreement in Principle on Asbestos  Claims - Company says
deal is not complete yet."

         The text of the press release is as follows:


         Halliburton Close to Agreement in Principle on Asbestos Claims
                      Company says deal is not complete yet

Houston,  Texas (December 11, 2002) - Halliburton  (NYSE:  HAL) today said it is
close to an agreement in principle with plaintiffs' attorneys  representing more
than 300,000  claimants that will resolve all of the  asbestos-related  personal
injury claims against the company.

Company  officials  stated that the transaction is not complete yet and if it is
achieved  it would  still be subject to  financing,  board  approval,  and court
approval, none of which can be assured.  However, the company outlined tentative
terms including saying it would involve as much as $2.8 billion in cash payments
and up to 60 million shares of Halliburton common stock.

Under the  proposed  agreement,  the  settlement  would not include a bankruptcy
filing of Halliburton and the company expects to retain 100% ownership of all of
its  subsidiaries.  The  proposed  agreement  would cover all present and future
personal  injury  asbestos  claims.  Halliburton  would retain the rights to the
first  $2.3  billion of  insurance  proceeds  and any  amounts in excess of $3.0
billion; although there is no assurance the company would collect that amount.

"If this is  completed,"  said Dave Lesar,  chairman,  president  and CEO of the
company,  "it's  important  to  note  that it  would  be  business-as-usual  for
customers, employees, vendors and financial creditors."

Halliburton  further  stated  that it will not  provide  further  updates on the
negotiations until a transaction is more likely.

"We are working hard to achieve an agreement that protects the  shareholders and
is fair to those who have been affected by asbestos," said Lesar.


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Halliburton,  founded  in  1919,  is one of the  world's  largest  providers  of
products and services to the petroleum and energy industries. The company serves
its  customers  with a broad range of products and  services  through its Energy
Services Group and Engineering and  Construction  Group business  segments.  The
company's World Wide Web site can be accessed at www.halliburton.com.





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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, 2002            By:/s/ Margaret E. Carriere
                                          ---------------------------------
                                              Margaret E. Carriere
                                              Vice President and Secretary




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