EXHIBIT 5.1


                              [COMPANY LETTERHEAD]




                                 January 8, 2002

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

Ladies and Gentlemen:

     I am acting as counsel to Halliburton  Company, a Delaware corporation (the
"Company"),  in  connection  with the  Registration  Statement  on Form S-8 (the
"Registration Statement") to be filed by the Company under the Securities Act of
1933,  as  amended,  relating  to the  offering  and  issuance of $10 million of
Deferred   Compensation   Obligations   (the   "Obligations"),    including   an
indeterminate  number of shares of the Company's  Common Stock,  par value $2.50
per  share  (the  "Shares"),  pursuant  to the  Halliburton  Company  Directors'
Deferred  Compensation  Plan, as amended and restated effective February 1, 2001
(the "Plan").

     As such counsel, I have participated in the preparation of the Registration
Statement  and  am  familiar  with  the  Company's   Restated   Certificate   of
Incorporation  and  By-Laws,  as well as the  Plan.  I have  also  examined  and
reviewed  such  other  corporate  proceedings,   certificates,  instruments  and
documents as I considered necessary or appropriate for purposes of this opinion.

     Based upon the foregoing and subject to the assumptions and  qualifications
stated  herein,  I am of the opinion that (a) the Plan, as amended and restated,
has been duly and validly approved by the Company; (b) the Obligations have been
duly and validly  authorized by the Company;  (c) when issued in accordance with
the provisions of the Plan, the Obligations  will be binding  obligations of the
Company,  enforceable in accordance  with their terms and the terms of the Plan,
except as may be limited by bankruptcy, insolvency, reorganization,  moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors'
rights  generally,  and by general  principles of equity,  regardless of whether
that  enforceability  is considered in a proceeding in equity or at law; (d) the
Shares  to be issued  pursuant  to the Plan have  been  validly  authorized  for
issuance;  and (e) the Shares,  when issued in accordance  with the terms of the
Plan, will be legally issued, fully paid and nonassessable.

     The  foregoing  opinion is limited to the  federal  securities  laws of the
United States, the General Corporation Law of the State of Delaware and the laws
of the State of Texas.

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     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  and to the use of my  name  wherever  appearing  in the
Registration  Statement and any amendment thereto.  In giving this consent, I do
not  thereby  admit that I am within the  category of persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission promulgated thereunder.

                                   Very truly yours,

                                   /s/ Susan S. Keith
                                   Susan S. Keith
                                   Vice President, Secretary and
                                        Corporate Counsel