Exhibit 5.1

                               COMPANY LETTERHEAD






June 24, 2002

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
relates to the  offering,  sale and delivery of an aggregate of up to 12,000,000
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 2002 Employee Stock Purchase 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 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  purchase right 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