EXHIBIT 10(m)

                               SECOND AMENDMENT TO
                     HALLIBURTON COMPANY SENIOR EXECUTIVES'
                           DEFERRED COMPENSATION PLAN
                             AS AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 1995

         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. The following new Paragraph (J1) shall be added to Article II of the
Plan:

                  "(J1)  "ERISA"  shall  mean  the  Employee  Retirement Income 
         Security Act of 1974, as amended."

         2.  Article V of the Plan  shall be deleted and the following shall be 
substituted therefor:

                                   "ARTICLE V

                           Non-Assignability of Awards

              No Participant shall have any right to commute, encumber,
         pledge,  transfer  or  otherwise  dispose of or  alienate  any
         present or future right or expectancy which he or she may have
         at any time to receive  payments  of any  allocations  made to
         such Participant,  all such allocations being expressly hereby
         made non-assignable and non-transferable;  provided,  however,
         that nothing in this  Article  shall  prevent  transfer (A) by
         will, (B) by the applicable  laws of descent and  distribution
         or (C) pursuant to an order that  satisfies  the  requirements
         for a  "qualified  domestic  relations  order" as such term is
         defined in section  206(d)(3)(B) of ERISA,  including an order
         that requires  distributions  to an alternate payee prior to a
         Participant's  "earliest  retirement  age"  as  such  term  is
         defined  in section  206(d)(3)(E)(ii)  of ERISA.  Attempts  to
         transfer or assign by a Participant  (other than in accordance
         with the preceding  sentence) shall, in the sole discretion of
         the  Compensation Committee  after consideration of such facts
         as it deems  pertinent,  be grounds for terminating any rights
         of  such  Participant  to any  awards  allocated  to  but  not
         previously paid over to such Participant."

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


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         EXECUTED this 26th day of February, 1996.


                                        HALLIBURTON COMPANY



                                        By: /s/ Richard B. Cheney
                                            Richard B. Cheney
                                            Chairman of the Board, President and
                                            Chief Executive Officer



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