CERTIFICATION

I, C. Christopher Gaut, certify that:

    1.   I  have reviewed  this quarterly  report  on  Form  10-Q of Halliburton
         Company;

    2.   Based  on  my  knowledge,  this  report  does  not  contain  any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the  circumstances under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

    3.   Based on  my knowledge, the  financial statements,  and other financial
         information  included in this  report, fairly present  in  all material
         respects the financial condition, results of operations  and cash flows
         of  the registrant  as of,  and for,  the  periods  presented  in  this
         report;

    4.   The registrant's other certifying officer(s) and I are responsible  for
         establishing  and maintaining disclosure controls  and  procedures  (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

         (a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and procedures  to be  designed  under  our
               supervision, to ensure that material information relating to  the
               registrant, including  its  consolidated  subsidiaries,  is  made
               known  to  us  by  others   within  those  entities, particularly
               during the period in which this report is being prepared;

         (b)   Evaluated  the   effectiveness  of  the  registrant's  disclosure
               controls  and  procedures  and  presented  in   this  report  our
               conclusions  about the  effectiveness of the  disclosure controls
               and  procedures,  as of the  end of the  period  covered by  this
               report based on such evaluation; and

         (c)   Disclosed   in  this  report   any   change  in  the registrant's
               internal  control  over  financial reporting that occurred during
               the  registrant's  most recent fiscal  quarter  (the registrant's
               fourth fiscal quarter in the case of an  annual report)  that has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's  internal   control  over  financial
               reporting; and

    5.   The  registrant's other  certifying  officer(s)  and  I have disclosed,
         based on our most recent evaluation  of internal control over financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of  directors (or persons performing the equivalent
         functions):

         (a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and



         (b)   Any  fraud, whether or not material, that involves  management or
               other  employees who have a significant role in  the registrant's
               internal control over financial reporting.


Date:    August 11, 2003
                                            /s/ C. Christopher Gaut
                                            -----------------------------
                                            C. Christopher Gaut
                                            Executive Vice President and
                                            Chief Financial Officer