EXHIBIT 5

                               COMPANY LETTERHEAD







September 11, 2000

Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391

Ladies and Gentlemen:

         This opinion of counsel is given in connection  with the preparation of
the  Registration  Statement on Form S-8 (the  "Registration  Statement")  to be
filed by Halliburton  Company (the  "Company")  with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended.  The Registration
Statement  incorporates  by  reference  the  contents of the  Company's  earlier
registration  statements on Form S-8  (Securities  and Exchange  Commission File
Nos.  33-54881  and  333-40717).  The  Registration  Statement  relates  to  the
offering,  sale and delivery of an aggregate of up to  18,000,000  shares of the
Company's  common  stock,  par value  $2.50 per share (the  "Common  Stock") and
accompanying  Preferred  Stock  Purchase  Rights,  pursuant  to the  Halliburton
Company 1993 Stock and Long-Term Incentive Plan (the "Plan").

         Before  rendering  this opinion,  I have  examined  such  certificates,
instruments  and  documents,  including  the Plan  and  copies  of the  relevant
resolutions  passed by the board of directors and  stockholders  of the Company.
The Plan provides that the shares of Common Stock to be issued thereunder may be
authorized  but  unissued  Common  Stock  or  Common  Stock  previously  issued,
reacquired and held in treasury by the Company.

         Based upon the foregoing  examination  and review,  I am of the opinion
that the shares of Common  Stock to be issued  pursuant to various  awards under
the Plan have  been  duly  authorized  and when the  shares of Common  Stock are
issued  and paid for in  accordance  with  the  terms of the Plan and any  stock
option, restricted stock or other agreement pursuant to which such shares may be
issued under the Plan, such shares of Common Stock will be validly issued, fully
paid and  nonassessable and any related Preferred Stock Purchase Rights shall be
validly issued.

         This opinion is rendered as of the effective  date of the  Registration
Statement.  I hereby  consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                         Very truly yours,

                                          /s/ Bruce A. Metzinger
                                         ------------------------------
                                              Bruce A. Metzinger
                                              Senior Counsel and
                                              Assistant Secretary