Exhibit 99.2


  Statement Under Oath of Principal Executive Officer and Principal Financial
   Officer Regarding Facts and Circumstances Relating to Exchange Act Filings



I, Douglas L. Foshee, state and attest that:


(1) To the best  of my knowledge, based  upon a review of the covered reports of
Halliburton  Company, and, except as corrected or  supplemented in  a subsequent
covered report:

     -   no covered  report contained an  untrue statement of a material fact as
         of the end of the period covered by  such report  (or in the  case of a
         report  on Form 8-K  or definitive  proxy materials, as  of the date on
         which it was filed); and


     -   no covered  report omitted to  state a material fact  necessary to make
         the  statements in the  covered report, in  light of the  circumstances
         under which they were made, not misleading as of the end of  the period
         covered  by such report  (or in  the case of  a  report on  Form 8-K or
         definitive proxy materials, as of the date on which it was filed).


(2) I have reviewed  the contents  of this  statement with the  Company's  audit
committee.

(3) In this statement  under oath, each  of the following, if filed on or before
the date of this statement, is a "covered report":

     -   Annual Report  of Halliburton  Company on Form  10-K for the year ended
         December 31, 2001;


     -   all reports  on Form 10-Q,  all reports on  Form 8-K and all definitive
         proxy  materials  of  Halliburton  Company  filed with  the  Commission
         subsequent to the filing of the Form 10-K identified above; and


     -   any amendments to any of the foregoing.


Signature: /s/ Douglas L. Foshee
          --------------------------

Name:  Douglas L. Foshee

Date:   8/12/02


Subscribed and sworn to before me this 12th day of August, 2002.


/s/ Amy Rogers
- ------------------
Notary Public


My Commission Expires:  (Seal)   August 31, 2005