Consent of Independent Public Accountants



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-8 of our report dated January
23, 2002  (except  with  respect to certain  matters  discussed in Note 9, as to
which the date is February 21, 2002) included in Halliburton Company's Form 10-K
for the year ended  December 31, 2001 and to all references to our Firm included
in this registration statement.




                                           /s/  Arthur Andersen LLP
                                          --------------------------------------


Dallas, Texas
  April 10, 2002