Exhibit 23.1



                          Independent Auditors' Consent

The Board of Directors
Halliburton Company:

We consent to the incorporation by reference in the registration statements (No.
33-65772, 333-32731, and 33-74408) on Form S-3 and registration statements (Nos.
33-54881,  333-40717,  333-37533,  333-13475,  333-65373,  333-55747,  33-83223,
333-45518,  333-73046,  33-76496,  333-91058,  and  333-86080)  on  Form  S-8 of
Halliburton  Company of our report dated March 13, 2003,  except for Notes 1, 2,
and  4,  as to  which  the  date  is  January  14,  2004,  with  respect  to the
consolidated  balance sheet of  Halliburton  Company as of December 31, 2002 and
the related  consolidated  statements of operations,  shareholders'  equity, and
cash flows for the year ended  December  31, 2002,  which report  appears in the
December 31, 2002, annual report on Form 10-K/A (Amendment No. 1) of Halliburton
Company.

Our report contains an explanatory  paragraph that states the disclosures in the
2002,  2001 and 2000  consolidated  financial  statements  related to reportable
business segments have been restated.

Our report  also  refers to our audit of the  adjustments  that were  applied to
Halliburton   Company's   reportable  segments  to  revise  the  2001  and  2000
consolidated  finanacial  statements,  as more fully  described in Note 4 to the
consolidated  financial statements,  as well as to our audit of the revisions to
include  the  transitional  disclosures  required  by  Statement  of  Finanacial
Accounting  Standards No. 142,  Goodwill and Other  Intangible  Assets,  as more
fully described in Note 22 to the consolidated financial statements. However, we
were not engaged to audit,  review, or apply any procedures to the 2001 and 2000
consolidated financial statements other than with respect to such adjustments.


/s/ KPMG LLP
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 KPMG LLP


Houston, TX
March 13, 2003,  except for Notes 1, 2 and 4 as to which the date is January 14,
2004