Exhibit 24.1


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Clitheroe
                                                     ---------------------------
                                                     Lord Clitheroe

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Robert L. Crandall
                                                     ---------------------------
                                                     Robert L. Crandall

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Kenneth T. Derr
                                                     ---------------------------
                                                     Kenneth T. Derr

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Charles J. Dibona
                                                     ---------------------------
                                                     Charles J. DiBona

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 10th day of December, 2001.

                                                     /s/ Lawrence S. Eagleburger
                                                     ---------------------------
                                                     Lawrence S. Eagleburger

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/  W. R. Howell
                                                     ---------------------------
                                                     W. R. Howell

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Ray L. Hunt
                                                     ---------------------------
                                                     Ray L. Hunt

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 4th day of December, 2001.

                                                     /s/ Aylwin B. Lewis
                                                     ---------------------------
                                                     Aylwin B. Lewis

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 12th day of December, 2001.

                                                     /s/ J. Landis Martin
                                                     ---------------------------
                                                     J. Landis Martin

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/  Jay A. Precourt
                                                     ---------------------------
                                                     Jay A. Precourt

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ Debra L. Reed
                                                     ---------------------------
                                                     Debra L. Reed

<Page>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that I, the  undersigned,  a Director  of
Halliburton  Company, do hereby constitute and appoint David J. Lesar, Lester L.
Coleman,  and Susan S. Keith,  or any of them acting  alone,  my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments  which said attorneys or attorney may deem necessary or advisable to
enable  Halliburton  Company  to  comply  with the  Securities  Act of 1933,  as
amended,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission in respect  thereof,  in connection  with the filing of the
Registration  Statement  on Form S-8,  or other  appropriate  form,  under  said
Securities  Act of 1933,  as  amended,  with  respect to  Deferred  Compensation
Obligations  and shares of the Common Stock of  Halliburton  Company,  par value
$2.50 per share, to be sold and offered for sale under the  Halliburton  Company
Directors'  Deferred  Compensation  Plan,  as amended  and  restated,  including
specifically,  but without  limitation  thereof,  power and authority to sign my
name as Director  of  Halliburton  Company to any  registration  statements  and
applications  and  statements  to be filed  with  the  Securities  and  Exchange
Commission in respect of said Deferred Compensation Obligations shares of Common
Stock, and all amendments thereto,  including without limitation  post-effective
amendments thereto, and to any instruments or documents filed as a part of or in
connection therewith; and I hereby ratify and confirm all that said attorneys or
attorney shall do or cause to be done by virtue hereof.

     IN TESTIMONY HEREOF, witness my hand this the 5th day of December, 2001.

                                                     /s/ C. J. Silas
                                                     ---------------------------
                                                     C. J. Silas