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)

                                January 29, 2004

                               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


                            1401 McKinney, Suite 2400
                              Houston, Texas 77010
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 713-759-2600



INFORMATION TO BE INCLUDED IN REPORT

Item 12. Disclosure of Results of Operations and Financial Condition

On January 29, 2004 registrant issued a press release entitled
"Halliburton Announces Fourth Quarter Results."


                  HALLIBURTON ANNOUNCES FOURTH QUARTER RESULTS
            $0.34 per diluted share income from continuing operations


HOUSTON - Halliburton (NYSE:HAL) announced today that fourth quarter 2003 income
from continuing operations was $146 million, or $0.34 per diluted share. The net
loss for the quarter was $947 million,  or $2.17 per diluted share, and included
a net loss from  discontinued  operations  for the proposed  asbestos and silica
settlement of $1.1 billion, or $2.51 per diluted share.

Revenues  were $5.5 billion in the fourth  quarter  2003, up 63% from the fourth
quarter 2002. This increase was largely  attributable to additional  activity on
government  services  projects  in  the  Middle  East  in  the  Engineering  and
Construction Group (known as KBR).

Operating  income was $303 million in the fourth  quarter 2003 compared to a $21
million loss in the fourth quarter 2002.  Fourth quarter 2002 results included a
$234 million loss related to the proposed asbestos and silica settlement and $29
million in restructuring charges.

"I am pleased with the overall improvements in our financial performance as both
KBR and the Energy Services Group ("ESG")  delivered solid operating results for
the 2003  fourth  quarter,"  said  Dave  Lesar,  chairman,  president  and chief
executive  officer of  Halliburton.  "The fourth quarter was also  strategically
significant  as we took a major step toward  resolving  our  asbestos and silica
liability,  and we continued to perform well for our  customers in Iraq. In ESG,
we benefited from increased  oilfield  activity in the United States and Canada,
and from improved competitive position in international  markets such as Norway,
Mexico, the Middle East, and Algeria.  Looking ahead to 2004,  customer spending
is  expected  to  accelerate  over the  course of the year,  although  our first
quarter results are expected to be affected by normal seasonal softness."

                                     -more-



Proposed Asbestos and Silica Settlement

In  December  2003,  as part of the  previously  announced  plan to resolve  its
asbestos and silica liabilities through a prepackaged bankruptcy,  the company's
DII Industries, Kellogg Brown & Root, Inc. and other affected subsidiaries filed
Chapter 11 proceedings in bankruptcy  court in  Pittsburgh,  Pennsylvania.  As a
result of the Chapter 11  proceedings,  the company  adjusted  its  asbestos and
silica  liability to reflect the full amount of the proposed  settlement,  which
together with related expenses resulted in a before and after-tax charge of $1.1
billion in the fourth  quarter 2003.  The tax effect on this charge was minimal,
as a valuation allowance was established for the net operating loss carryforward
created by the charge.

2003 Fourth Quarter Segment Results

Energy Services Group

ESG posted fourth quarter 2003 revenues of $1.8 billion, an $85 million increase
over the fourth  quarter  2002,  and operating  income of $241  million,  up $42
million for the same period in the prior year.

Drilling and Formation Evaluation revenues for the fourth quarter 2003 were $417
million,  essentially  flat from the fourth quarter 2002. The first quarter 2003
sale of Mono Pumps negatively  impacted revenue  comparisons  between the fourth
quarter of 2003 and the fourth  quarter of 2002 by $20  million.  Latin  America
revenues  increased  $9 million due to new  contracts  for  logging  services in
Mexico and the introduction of our rotary steerables in Brazil.  Revenues in the
North America and Middle East/Asia regions increased modestly. However, the Mono
Pumps sale, a 6% decrease in rig count,  and the  completion of certain  logging
contracts in West Africa  contributed  to a $13 million  decline in revenues for
the  Europe/Africa  region.  Operating  income of $17 million  represented a 62%
decrease compared to the fourth quarter 2002. This primarily  reflects a decline
in offshore activity by key customers. Also, the fourth quarter of 2003 included
$8  million  of  expenses  related  to  the   consolidation  of  two  drill  bit
manufacturing  facilities in the  Woodlands,  Texas  announced  last quarter and
severance  cost for the drill bit and  directional  drilling  businesses  in the
United  States and Western  Europe,  consistent  with reduced  activity in these
markets.

Fluids  revenues for the fourth  quarter 2003 were $531 million,  a 15% increase
over the fourth quarter 2002. The increase was driven by a $22 million  increase
in United States cementing  services due to higher land rig count, a $15 million
increase in drilling fluid revenues on new contract awards in Mexico, and an $11
million  increase in drilling  fluid  revenues  attributed  to the start-up of a
majority-owned  drilling  fluids joint  venture in Algeria.  Revenues were up in
each geographic region.  Fluids operating income for the fourth quarter 2003 was
$73  million,  a $25  million  increase  from the fourth  quarter  of 2002.  The
majority of the increase in operating income was attributable to the increase in
revenues,  as well as Nigeria  charges  incurred  in the fourth  quarter of 2002
which adversely impacted operating income in that period.

                                     -more-



Production  Optimization revenues for the fourth quarter 2003 were $714 million,
a 9% increase over the fourth quarter 2002. North America revenues  improved 14%
over fourth  quarter 2002 on increased rig activity.  Internationally,  revenues
were up in the Latin America and Middle East/Asia regions,  while down 5% in the
Europe/Africa region. The sale of Halliburton  Measurement Systems in the second
quarter 2003 negatively impacted revenue  comparisons by $9 million.  Production
Optimization  operating  income for the fourth quarter 2003 was $116 million,  a
26% increase  over the fourth  quarter  2002.  Improved  international  activity
levels,  as well as a more favorable  sales mix in completion  products and sand
control services,  drove the majority of the increase in operating  income.  The
improvement  in  operating  income  from  production  enhancement  services  and
completion  products  and  services  more than  offset the $11 million in equity
losses from the Subsea 7 joint venture.

Landmark and Other  Energy  Services  revenues for the fourth  quarter 2003 were
$137  million,  a decrease  of $48 million  from the fourth  quarter  2002.  The
reduction of revenues was  attributable  to the sale of  Wellstream in the first
quarter 2003 and lower customer information  technology  spending.  Landmark and
Other Energy  Services  fourth  quarter 2003  operating  income was $35 million,
compared to $14 million in the fourth quarter 2002.  Fourth quarter 2002 segment
operating  income  included  $17  million  in  restructuring  charges.  Although
Landmark   Graphics   revenues  and  operating  income  were  down  7%  and  4%,
respectively,  as  compared  to the  fourth  quarter  2002,  for the year  2003,
Landmark  Graphics  recorded  their  highest level of operating  income,  an 18%
improvement  over 2002 and the  highest  operating  margins  since  the  company
acquired it.

KBR

KBR revenues for the fourth quarter 2003 were $3.7 billion, more than double its
revenues in the fourth quarter 2002. The improvement was mostly due to increased
government  related  activities  in the  Middle  East,  and to a lesser  extent,
revenues from oil and gas projects in Algeria,  a hydrocarbon  plant in Belgium,
and increased  activities in the Devonport  Management  Limited (DML)  shipyard.
Partially    offsetting   the   increases   were   lower   revenues   from   the
Barracuda-Caratinga  project in Brazil, an offshore project in Indonesia, an oil
project in Western Africa nearing completion, and lower activities on operations
and maintenance  projects.  KBR operating income for the fourth quarter 2003 was
$82  million,  compared  to a $189  million  loss in the  fourth  quarter  2002.
Included in the fourth  quarter 2002 loss was a $234 million  charge  related to
the  proposed  asbestos and silica  settlement.  Fourth  quarter 2003  operating
results included increased operating income on government services operations in
the Middle East and an $18 million  benefit from better than expected  insurance
loss experience.

Total company revenue and operating income from  Iraq-related work in the fourth
quarter 2003 were $2.2 billion and $44 million, respectively.  Iraq-related work
contributed $0.06 per diluted share of earnings after tax.


                                     -more-



Backlog

KBR  backlog at December  31,  2003 was $9.7  billion,  down $100  million  from
September  30,  2003.  Approximately  26% of  the  backlog  was  for  fixed  fee
contracts,  compared to 31% at  September  30,  2003.  Of the fixed fee contract
backlog,  40%  of the  total  related  to  onshore  contracts,  29%  related  to
government services contracts and 18% related to offshore contracts. Firm orders
were $8.6  billion  at the end of the  quarter.  The  remainder  of the  backlog
primarily related to government  awards not yet funded. In addition,  subsequent
to year-end,  KBR was awarded two new contracts:  CENTCOM, with a contract value
up to $1.5  billion,  and RIO  continuation,  with a  contract  value up to $1.2
billion, which were not included in the year-end backlog.

Technology and Significant Achievements

Halliburton had a number of advances in technology and new contract awards.

KBR new contract awards:

o        KBR was awarded the contract to continue its operations for the Restore
         Iraqi Oil program in the southern  section of Iraq by the United States
         Army Corps of Engineers. The contract has a value of up to $1.2 billion
         over two years, with three one-year optional  extensions.  The contract
         will cover a full range of services,  including  extinguishing oil well
         fires;   environmental  assessments  and  cleanup  at  oil  sites;  oil
         infrastructure   condition   assessments;    engineering   design   and
         construction   necessary  to  restore  the  infrastructure  to  a  safe
         operating  condition;  oilfield,  pipeline  and  refinery  maintenance;
         procurement  and  importation  of fuel products;  distribution  of fuel
         products   within  Iraq;   technical   assistance   in  marketing   and
         sales/export;  and technical  assistance and consulting services to the
         Iraqi oil companies.

o        KBR was awarded a contract  for up to $1.5  billion  over five years by
         the United  States Army Corps of  Engineers  to support  United  States
         military  operations,  other federal agencies and friendly  governments
         anywhere in the United States Central  Command's area of operations,  a
         25-country region extending from the Horn of Africa to Central Asia.

o        KBR  was   awarded  a   five-year   integrated   support   contract  by
         ChevronTexaco to supply operations, maintenance and engineering support
         on the Alba,  Captain and Erskine  production  facilities  in the North
         Sea.


                                     -more-



Energy Services Group new technologies and contracts:

o        Halliburton  was awarded a five-year  contract,  valued at $25 million,
         from the  Department  of Petroleum  Resources in Nigeria.  The contract
         calls for the design,  development  and  operation  of a National  Data
         Repository using Landmark  Graphics'  PetroBank  technology,  among the
         most advanced multi-client data management systems in the E&P industry.
         This represents the seventh  National Data  Repository,  with others in
         Pakistan, Kazakhstan, UK, Brazil, Norway and Indonesia.

o        Halliburton  added  four   technologies  to  its  suite  of  production
         optimization   services:   Reservoir   Performance   Monitoring  (RPM);
         DepthStar(TM)tubing retrievable  safety valve; WaterWeb(SM) technology;
         and  SilverStim(TM) LT   fracturing   fluid   system.    RPM   provides
         high-reliability,  permanent  downhole monitoring  solutions focused on
         optimizing production, maximizing  reserves and maintaining completions
         integrity.  The DepthStar valve is a revolutionary concept in the realm
         of  surface   controlled  subsurface   safety  valves   which  function
         completely  independent of well pressure.  WaterWeb service is based on
         relative  permeability  modifier  technology  and  is  the result of an
         ongoing  research  and  development  program  to help operators control
         the production  of unwanted water.  SilverStim  LT  fracturing  service
         results in a step change in how fracturing fluids are used and  applied
         in the field.

o        Halliburton  recently  performed a record-breaking  deepwater well test
         operation for Statoil at the Ellida structure in the Norwegian Sea. The
         test,  performed  from the  dynamically  positioned  drill  ship,  West
         Navigator,  at a water  depth of more than 1,200  meters,  is the first
         well test performed at such a water depth off the Norwegian coast.

o        Halliburton successfully implemented a customized, Linux-based data and
         applications  hosting system for Unocal's  Deepwater  Group in Jakarta,
         Indonesia.  Landmark  Graphics  implemented the system in July 2003 and
         will provide  management,  maintenance and on-site  application support
         over a three-year period.

o        Halliburton developed a high-performance alternative to synthetic-based
         drilling fluids with its new PerformaDril(TM) water-based fluid system.
         The PerformaDril  water-based  system was used to drill highly reactive
         smectite  and  mixed  layer  clays on a North  Sea well in the  Kristin
         field.   Where  zero  discharge   regulations   apply  to  the  use  of
         synthetic-based   fluids,   the  excellent   inhibition   and  drilling
         performance  demonstrated  by the  system  provide  another  option for
         achieving wellbore stability.

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 and Engineering and Construction  Groups.  The company's World Wide Web
site can be accessed at www.halliburton.com.


                                     -more-




NOTE: The  statements in this press release that are not historical  statements,
including statements regarding future financial performance, are forward-looking
statements  within the meaning of the federal  securities laws. These statements
are subject to numerous  risks and  uncertainties,  many of which are beyond the
company's  control,  which could cause actual results to differ  materially from
the  results   expressed  or  implied  by  the   statements.   These  risks  and
uncertainties  include, but are not limited to: legal risks, including the risks
of being  unable to complete  the  proposed  settlement  of asbestos  and silica
liabilities,   the  risks  of  having   material   subsidiaries  in  Chapter  11
proceedings,  the risks of audits and  investigations of the company by domestic
and foreign government  agencies and legislative  bodies, the risks of judgments
against the  company's  subsidiaries  and  predecessors  in asbestos  litigation
pending  and  currently  on appeal,  the  inability  of  insurers  for  asbestos
exposures  to pay  claims  or a delay  in the  payment  of such  claims,  future
asbestos claims defense and settlement costs, the risks of judgments against the
company and its  subsidiaries  in other  litigation and  proceedings,  including
shareholder  lawsuits,  securities laws  inquiries,  contract  disputes,  patent
infringements  and  environmental  matters,  legislation,  changes in government
regulations and adverse  reaction to scrutiny  involving the company;  political
risks,  including  the  risks of  unsettled  political  conditions,  war and the
effects  of  terrorism,  foreign  operations  and  foreign  exchange  rates  and
controls;  liquidity risks,  including the risks of potential reductions in debt
ratings,  access to credit,  availability  and costs of financing and ability to
raise capital;  weather-related  risks;  customer risks,  including the risks of
changes in capital spending and claims negotiations;  industry risks,  including
the risks of changes  that  affect  the  demand for or price of oil and/or  gas,
structural  changes in the  industries in which the company  operates,  risks of
fixed-fee  projects and risks of complex business  arrangements;  systems risks,
including  the risks of successful  development  and  installation  of financial
systems; and personnel and  merger/reorganization/disposition  risks,  including
the risks of increased  competition  for  employees,  successful  integration of
acquired businesses,  effective  restructuring efforts and successful completion
of planned  dispositions.  Please see Halliburton's Form 10-K for the year ended
December  31, 2002,  as amended by Form 10-K/A  filed on January 15, 2004,  Form
10-Q for the quarter ended September 30, 2003 and Forms 8-K filed on October 28,
2003 and January 23, 2004 for a more complete discussion of such risk factors.


                                     -more-






                               HALLIBURTON COMPANY
                 Condensed Consolidated Statements of Operations
             (Millions of dollars and shares except per share data)
                                   (Unaudited)


                                                                         Three Months                 Three Months
                                                                             Ended                        Ended
                                                                          December 31                 September 30
                                                            --------------------------------------------------------------
                                                                  2003                    2002               2003
--------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Revenues
Drilling and Formation Evaluation                              $     417               $     413           $     433
Fluids                                                               531                     463                 510
Production Optimization                                              714                     653                 730
Landmark and Other Energy Services                                   137                     185                 132
--------------------------------------------------------------------------------------------------------------------------
    Total Energy Services Group                                    1,799                   1,714               1,805
Engineering and Construction Group                                 3,665                   1,634               2,343
--------------------------------------------------------------------------------------------------------------------------
    Total revenues                                             $   5,464               $   3,348           $   4,148
--------------------------------------------------------------------------------------------------------------------------
Operating income (loss)
Drilling and Formation Evaluation                              $      17               $      45           $      45
Fluids                                                                73                      48                  55
Production Optimization                                              116                      92                 122
Landmark and Other Energy Services                                    35                      14                 (52)
--------------------------------------------------------------------------------------------------------------------------
    Total Energy Services Group                                      241                     199                 170
Engineering and Construction Group                                    82                    (189)                 49
General corporate                                                    (20)                    (31)                (15)
--------------------------------------------------------------------------------------------------------------------------
    Total operating income (loss)                              $     303               $     (21)          $     204
--------------------------------------------------------------------------------------------------------------------------
Interest expense                                                     (54)                    (22)                (33)
Interest income                                                        8                       8                   7
Foreign currency, net                                                  4                     (13)                (17)
Other nonoperating, net                                               (1)                    (12)                  -
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations before
    income taxes and minority interest                               260                     (60)                161
Provision for income taxes                                           (92)                    (49)                (63)
Minority interest in net income of subsidiaries                      (22)                    (23)                 (6)
--------------------------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations                             146                    (132)                 92
Loss from discontinued operations, net                            (1,093)                   (484)                (34)
--------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                              $    (947)              $    (616)          $      58
==========================================================================================================================
Basic income (loss) per share:
Income (loss) from continuing operations                       $    0.34               $    (0.30)         $    0.21
Loss from discontinued operations, net                             (2.52)                   (1.12)             (0.08)
--------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                              $   (2.18)              $    (1.42)         $    0.13
==========================================================================================================================
Diluted income (loss) per share:
Income (loss) from continuing operations                       $    0.34               $    (0.30)         $    0.21
Loss from discontinued operations, net                             (2.51)                   (1.12)             (0.08)
--------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                              $   (2.17)              $    (1.42)         $    0.13
==========================================================================================================================
Basic weighted average common shares outstanding                     435                      433                435
Diluted weighted average common shares outstanding                   438                      433                437



     See Footnote Table 1 for a list of significant  items included in operating
income.



                                     -more-





                               HALLIBURTON COMPANY
                 Condensed Consolidated Statements of Operations
             (Millions of dollars and shares except per share data)
                                   (Unaudited)

                                                                       Twelve Months Ended
                                                                           December 31
                                                           ---------------------------------------------
                                                                  2003                      2002
--------------------------------------------------------------------------------------------------------
                                                                                   
Revenues
Drilling and Formation Evaluation                             $   1,643                  $      1,633
Fluids                                                            2,039                         1,815
Production Optimization                                           2,766                         2,554
Landmark and Other Energy Services                                  547                           834
--------------------------------------------------------------------------------------------------------
    Total Energy Services Group                                   6,995                         6,836
Engineering and Construction Group                                9,276                         5,736
--------------------------------------------------------------------------------------------------------
    Total revenues                                            $  16,271                  $     12,572
--------------------------------------------------------------------------------------------------------
Operating income (loss)
Drilling and Formation Evaluation                             $     177                  $        160
Fluids                                                              251                           202
Production Optimization                                             421                           384
Landmark and Other Energy Services                                  (23)                         (108)
--------------------------------------------------------------------------------------------------------
    Total Energy Services Group                                     826                           638
Engineering and Construction Group                                  (36)                         (685)
General corporate                                                   (70)                          (65)
--------------------------------------------------------------------------------------------------------
    Total operating income (loss)                             $     720                  $       (112)
--------------------------------------------------------------------------------------------------------
Interest expense                                                   (139)                         (113)
Interest income                                                      30                            32
Foreign currency, net                                                 -                           (25)
Other nonoperating, net                                               1                           (10)
--------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations before
    income taxes, minority interest and
    change in accounting principle                                  612                          (228)
Provision for income taxes                                         (234)                          (80)
Minority interest in net income of subsidiaries                     (39)                          (38)
--------------------------------------------------------------------------------------------------------
Income (loss) from continuing operations
    before change in accounting principle                           339                          (346)
Loss from discontinued operations, net                           (1,151)                         (652)
Cumulative effect of change in accounting
    principle, net                                                   (8)                            -
--------------------------------------------------------------------------------------------------------
Net loss                                                      $    (820)                 $       (998)
========================================================================================================
Basic income (loss) per share:
Income (loss) from continuing operations before
    change in accounting principle                            $    0.78                  $      (0.80)
Loss from discontinued operations, net                            (2.65)                        (1.51)
Change in accounting principle, net                               (0.02)                            -
--------------------------------------------------------------------------------------------------------
Net loss                                                      $   (1.89)                 $      (2.31)
========================================================================================================
Diluted income (loss) per share:
Income (loss) from continuing operations before
    change in accounting principle                            $    0.78                  $      (0.80)
Loss from discontinued operations, net                            (2.64)                        (1.51)
Change in accounting principle, net                               (0.02)                            -
--------------------------------------------------------------------------------------------------------
Net loss                                                      $   (1.88)                 $      (2.31)
========================================================================================================
Basic weighted average common shares outstanding                    434                            432
Diluted weighted average common shares outstanding                  437                            432


      See Footnote Table 1 for a list of significant items included in operating
income.



                                     -more-





                               HALLIBURTON COMPANY
                      Condensed Consolidated Balance Sheets
                              (Millions of dollars)
                                   (Unaudited)


                                                           December 31         December 31        September 30
                                                       -----------------------------------------------------------
                                                              2003                2002                2003
------------------------------------------------------------------------------------------------------------------
                                                                                         
                     Assets

Current assets:
Cash and equivalents                                      $     1,815          $   1,107          $     1,222
Total receivables, net                                          4,765              3,257                4,000
Inventories                                                       695                734                  731
Other current assets                                              644                462                  666
------------------------------------------------------------------------------------------------------------------
Total current assets                                            7,919              5,560                6,619

Property, plant and equipment, net                              2,526              2,629                2,504
Insurance for asbestos and silica related liabilities           2,045              2,059                2,061
Other assets                                                    2,981              2,596                2,592
------------------------------------------------------------------------------------------------------------------
Total assets                                              $    15,471          $  12,844          $    13,776
==================================================================================================================

        Liabilities and Shareholders' Equity

Current liabilities:
Short-term notes payable                                  $        18          $      49          $        23
Current maturities of long-term debt                               22                295                   21
Accounts payable                                                1,776              1,077                  979
Current asbestos and silica related liabilities                 2,463                  -                    -
Other current liabilities                                       2,213              1,851                2,071
------------------------------------------------------------------------------------------------------------------
Total current liabilities                                       6,492              3,272                3,094

Long-term debt                                                  3,415              1,181                2,368
Asbestos and silica related liabilities                         1,637              3,425                3,387
Other liabilities                                               1,280              1,337                1,260
Minority interest in consolidated subsidiaries                    100                 71                   90
------------------------------------------------------------------------------------------------------------------
Total liabilities                                              12,924              9,286               10,199
==================================================================================================================
Total shareholders' equity                                      2,547              3,558                3,577
------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                $    15,471          $  12,844          $    13,776
==================================================================================================================



Note:  These Condensed  Consolidated Balance Sheets do not include a breakout of
       prepetition liabilities.  This information  will be provided in  our 2003
       annual report on Form 10-K.




                                     -more-





                                     TABLE 1

                               HALLIBURTON COMPANY
                     Revenue and Operating Income Comparison
                By Geographic Region - Energy Services Group Only
                              (Millions of dollars)
                                   (Unaudited)


                                                 Three Months Ended            Three Months Ended
                                                     December 31                  September 30
                                        ------------------------------------------------------------
                                              2003               2002                 2003
----------------------------------------------------------------------------------------------------
                                                                         
Revenues
North America                               $    787          $      732          $    791
Latin America                                    255                 218               244
Europe / Africa                                  350                 381               356
Middle East / Asia                               407                 383               414
----------------------------------------------------------------------------------------------------
       Total revenues                       $  1,799          $    1,714          $  1,805
====================================================================================================

Operating Income
North America                               $    100          $       75          $     31
Latin America                                     48                  24                51
Europe / Africa                                   36                  39                28
Middle East / Asia                                57                  61                60
----------------------------------------------------------------------------------------------------
       Total operating income               $    241          $      199          $    170
====================================================================================================






                                                 Twelve Months Ended
                                                     December 31
                                          -----------------------------------
                                                2003              2002
-----------------------------------------------------------------------------
                                                         
Revenues
North America                                 $  3,085         $    3,031
Latin America                                      907                846
Europe / Africa                                  1,442              1,578
Middle East / Asia                               1,561              1,381
-----------------------------------------------------------------------------
       Total revenues                         $  6,995         $    6,836
=============================================================================

Operating Income
North America                                 $    306         $      199
Latin America                                      165                108
Europe / Africa                                    147                178
Middle East / Asia                                 208                153
-----------------------------------------------------------------------------
       Total operating income                 $    826         $      638
=============================================================================



See  Footnote  Table 2 for a  list of  significant  items included  in operating
income.




                                     -more-





                                FOOTNOTE TABLE 1

                               HALLIBURTON COMPANY
             Items Included in Operating Income by Operating Segment
                   (Millions of dollars except per share data)
                                   (Unaudited)


                               Three Months Ended              Three Months Ended             Three Months Ended
                                   December 31                    December 31                    September 30
                                      2003                            2002                           2003
                            -----------------------       -------------------------       ------------------------
                            Operating   After Tax         Operating    After Tax          Operating   After Tax
                             Income     per Share           Income     per Share           Income     per Share
                            -----------------------       -------------------------       ------------------------
                                                                                    
Landmark and Other
   Energy Services:
   Anglo-Dutch lawsuit       $    -     $    -            $    -       $    -             $   (77)    $  (0.11)
   Restructuring charge           -          -               (17)       (0.02)                  -            -
Engineering and
   Construction Group:
   Asbestos and silica
       liability                 (2)         -              (234)       (0.49)                 (1)           -
   Restructuring charge           -          -                (2)           -                   -            -
   Barracuda-Caratinga
       project loss             (10)     (0.01)                2            -                   -            -
General corporate:
   Restructuring charge           -          -               (10)       (0.01)                  -            -
   Insurance company
       demutualization            -          -                 1            -                   -            -





                                                  Twelve Months Ended                 Twelve Months Ended
                                                      December 31                         December 31
                                                         2003                                2002
                                              ----------------------------       ------------------------------
                                               Operating     After Tax            Operating       After Tax
                                                Income       per Share              Income        per Share
                                              ----------------------------       ------------------------------
                                                                                      
Drilling and Formation Evaluation:
    Mono Pumps gain on sale                    $    36         $    0.05         $     -         $       -
Production Optimization:
    HMS gain on sale                                24              0.03               -                 -
Landmark and Other Energy Services:
    Anglo-Dutch lawsuit                            (77)            (0.11)              -                 -
    Wellstream loss on sale                        (15)            (0.03)              -                 -
    EMC gain on sale                                 -                 -             108              0.15
    Patent infringement lawsuit accrual              -                 -             (98)            (0.14)
    Restructuring charge                             -                 -             (64)            (0.09)
    Bredero-Shaw impairment                          -                 -             (61)            (0.14)
    Bredero-Shaw loss on sale                        -                 -             (18)            (0.04)
Engineering and Construction Group:
    Asbestos and silica liability                   (5)            (0.01)           (564)            (1.11)
    Barracuda-Caratinga project loss              (238)            (0.33)           (117)            (0.17)
    Highlands receivable write-off                   -                 -             (80)            (0.11)
    Restructuring charge                             -                 -             (18)            (0.02)
General corporate:
    Insurance company demutualization                -                 -              29              0.04
    Restructuring charge                             -                 -             (25)            (0.04)




                                                                -more-





                                FOOTNOTE TABLE 2

                               HALLIBURTON COMPANY
                       Items Included in Operating Income
                By Geographic Region - Energy Services Group Only
                   (Millions of dollars except per share data)
                                   (Unaudited)


                                    Three Months Ended            Three Months Ended            Three Months Ended
                                       December 31                    December 31                  September 30
                                           2003                          2002                          2003
                                 -------------------------      ------------------------      ------------------------
                                  Operating    After Tax        Operating    After Tax        Operating    After Tax
                                   Income      per Share          Income     per Share          Income     per Share
                                 -------------------------      ------------------------      ------------------------
                                                                                         
North America:
   Anglo-Dutch lawsuit            $     -       $      -          $    -      $     -          $   (77)     $  (0.11)
   Restructuring charge                 -              -             (13)       (0.02)               -             -
Europe / Africa:
   Restructuring charge                 -              -              (4)       (0.01)               -             -





                                                  Twelve Months Ended               Twelve Months Ended
                                                      December 31                       December 31
                                                         2003                               2002
                                              ----------------------------      -----------------------------
                                               Operating     After Tax           Operating      After Tax
                                                Income       per Share             Income       per Share
                                              ----------------------------      -----------------------------
                                                                                    
North America:
    Anglo-Dutch lawsuit                         $   (77)      $    (0.11)         $     -         $        -
    Mono Pumps gain on sale                          24             0.03                -                  -
    Wellstream loss on sale                         (11)           (0.02)               -                  -
    HMS gain on sale                                 24             0.03                -                  -
    Patent infringement lawsuit accrual               -                -              (98)             (0.14)
    Restructuring charge                              -                -              (51)             (0.07)
    Bredero-Shaw impairment                           -                -              (61)             (0.14)
    Bredero-Shaw loss on sale                         -                -              (18)             (0.04)
Latin America:
    Restructuring charge                              -                -               (3)                 -
Europe / Africa:
    Mono Pumps gain on sale                          12             0.02                -                  -
    Wellstream loss on sale                          (4)           (0.01)               -                  -
    EMC gain on sale                                  -                -              108               0.15
    Restructuring charge                              -                -               (7)             (0.01)
Middle East / Asia:
    Restructuring charge                              -                -               (3)                 -



                                       ###



                                   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:     January 29, 2004                  By: /s/ Margaret E. Carriere
                                               ----------------------------
                                                    Margaret E. Carriere
                                                    Vice President and Secretary