EXHIBIT 10(l)

                               FIRST AMENDMENT TO
                     HALLIBURTON COMPANY SENIOR EXECUTIVES'
                           DEFERRED COMPENSATION PLAN
                             AS AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 1996


         WHEREAS, HALLIBURTON COMPANY (the "Company") has heretofore adopted the
HALLIBURTON COMPANY SENIOR EXECUTIVES' DEFERRED COMPENSATION
PLAN (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan;

         NOW, THEREFORE, the Plan shall be amended as follows, effective January
1, 1996:

         1.       Article II, Paragraph (L) of the Plan shall be deleted and the
following shall be substituted therefor:

                  "(L) "Excess  Remuneration  Account"  shall mean an individual
         account  for  each  Participant  on the  books  of  such  Participant's
         Employer to which is credited amounts allocated for the benefit of such
         Participant pursuant to the Provisions of Article IV, Paragraph (H)."

         2.       Article IV, Paragraph (H) of the Plan shall be deleted and the
following shall be substituted therefor:

                  "(H)  The  Compensation  Committee  may,  in  its  discretion,
         allocate to the credit of a  Participant  an amount equal to the amount
         of any remuneration  payable by the Employer to such Participant  which
         would  otherwise be treated as excessive  employee  remuneration  under
         Section 162(m) of the Code for any Allocation Year,  rather than paying
         any such excessive remuneration to such participant."

         3.       As  amended  hereby,  the Plan  is specifically  ratified  and
reaffirmed.

         EXECUTED this 30th day of November, 1995.


                                                   HALLIBURTON COMPANY



                                                   By: /s/ Thomas H. Cruikshank
                                                       Thomas H. Cruikshank
                                                       Chairman of the Board