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 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 2002 Employee Stock Purchase Plan,  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  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 8th day of June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 11th day of June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 17th day of June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 7th day of June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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



                                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 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 2002 Employee Stock Purchase Plan,  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  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 June, 2002.



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