EXHIBIT 10(o)

                               FIRST AMENDMENT TO
                       HALLIBURTON ELECTIVE DEFERRAL PLAN


         WHEREAS, HALLIBURTON COMPANY (the "Company") has heretofore adopted the
HALLIBURTON ELECTIVE DEFERRAL PLAN (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan;

         NOW,  THEREFORE,  the  Plan  shall be  amended  as  follows,  effective
November 1, 1995:

          1. Section 3.1(a) of the Plan shall be deleted and the following shall
be substituted therefor:

                  "(a) Any Participant may elect to defer receipt of an integral
         percentage of from 5% to 50% of his Base Salary, in 5% increments,  for
         any Plan Year; provided, however, that a Participant may elect to defer
         receipt of an integral percentage of from 5% to 90% of his Base Salary,
         in 5%  increments,  for the Plan Year in which he is first  eligible to
         participate in the Plan. A Participant's election to defer receipt of a
         percentage  of his Base  Salary  for any Plan Year  shall be made on or
         before the last day of the  preceding  Plan Year.  Notwithstanding  the
         foregoing,  if an individual initially becomes a Participant other than
         on the first day of a Plan Year, such  Participant's  election to defer
         receipt of a  percentage  of his Base  Salary for such Plan Year may be
         made no later  than 30 days after he  becomes a  Participant,  but such
         election  shall be prospective  only. The reduction in a  Participant's
         Base Salary  pursuant to his election  shall be effected by Base Salary
         reductions as of each payroll period within the election  period.  Base
         Salary for a Plan Year not deferred by a  Participant  pursuant to this
         Paragraph  shall be received  by such  Participant  in cash,  except as
         provided by any other plan  maintained  by the  Employer.  Deferrals of
         Base Salary under this Plan shall be made before elective  deferrals or
         contributions  of Base Salary  under any other plan  maintained  by the
         Employer. Base Salary deferrals made by a Participant shall be credited
         to such  Participant's  Account as of the date the Base Salary deferred
         would have been  received by such  Participant  in cash had no deferral
         been made  pursuant to this  Section.  Except as provided in  Paragraph
         (b), deferral  elections for a Plan Year pursuant to this Section shall
         be irrevocable."

          2. Section 3.2 of the Plan shall be deleted and the following shall be
substituted therefor:

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                  "3.2 Bonus Compensation  Deferrals.  Any Participant may elect
         to defer  receipt of an  integral  percentage  of from 5% to 90% of his
         Bonus   Compensation,   in  5%   increments,   for  any  Plan  Year.  A
         Participant's  election to defer  receipt of a percentage  of his Bonus
         Compensation  for any Plan Year shall be made on or before the last day
         of the  preceding  Plan Year.  Notwithstanding  the  foregoing,  if any
         individual  initially becomes a Participant other than on the first day
         of a Plan  Year,  such  Participant's  election  to defer  receipt of a
         percentage of his Bonus  Compensation for such Plan Year may be made no
         later than 30 days after he becomes a  Participant,  but such  election
         shall apply only to a pro rata  portion of his Bonus  Compensation  for
         such Plan Year based upon the number of complete  months  remaining  in
         such Plan Year divided by twelve.  A Participant  shall make a separate
         election under this Section with respect to Bonus Compensation  payable
         in  cash  and  Bonus  Compensation  payable  in  Company  Stock.  Bonus
         Compensation for a Plan Year not deferred by a Participant  pursuant to
         this  Section  shall  be  received  by such  Participant  in cash or in
         Company  Stock,  as  applicable,  except as  provided by any other plan
         maintained by the Employer.  Deferrals of Bonus Compensation under this
         Plan shall be made before elective  deferrals or contributions of Bonus
         Compensation  under any other plan  maintained by the  Employer.  Bonus
         Compensation  deferrals made by a Participant shall be credited to such
         Participant's  Account as of the date the Bonus  Compensation  deferred
         would have been received by such  Participant had no deferral been made
         pursuant to this Section 3.2. Deferrals of Bonus  Compensation  payable
         in  Company  Stock  shall be  rounded to the  nearest  whole  shares of
         Company Stock and credited to the Participant's  Account as a number of
         Stock  Equivalent  Units equal to the number of shares of Company Stock
         deferred.  Deferral  elections for a Plan Year pursuant to this Section
         shall be irrevocable."

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

         EXECUTED as of the 6th day of December, 1995.

                               HALLIBURTON COMPANY



                              By: /s/ W. R. Howell
                             W. R. Howell, Chairman
                             Compensation Committee
                                  of Directors

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