SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                FEBRUARY 20, 1997

                               Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                     Commission                 IRS Employer
jurisdiction                       File Number                Identification
of incorporation                                              Number

Delaware                             1-3492                   No. 75-2677995

                               3600 Lincoln Plaza
                             500 North Akard Street
                            Dallas, Texas 75201-3391
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 214/978-2600






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         INFORMATION TO BE INCLUDED IN REPORT

Item 5.  Other Events

         The registrant  may, at its option,  report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.

         On  February  20,  1997,  registrant  issued a press  release  entitled
Dividend Declaration and Shareholders'  Meeting pertaining,  among other things,
to an announcement that registrant declared a first quarter dividend of 25 cents
per share on registrant's  common stock,  payable March 26, 1997 to shareholders
of record at the close of business on March 5, 1997. Registrant's annual meeting
of  shareholders  was set for May 20,  1997 in Dallas,  Texas.  Record  date for
determination  of shareholders  entitled to vote at such meeting is at the close
of business on March 24, 1997.

         The foregoing  summary is subject to the full text of the press release
with respect  thereto,  a copy of which is attached  hereto as Exhibit 20, which
exhibit is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         List below the financial  statements,  pro forma financial  information
and exhibits, if any, filed as part of this report.

         (c)      Exhibits.

                  Exhibit 20 - Press release dated February 20, 1997.













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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                              HALLIBURTON COMPANY




Date:  February 20, 1997                      By: /s/ Susan S. Keith
                                                  --------------------------
                                                  Susan S. Keith
                                                  Vice President, Secretary and
                                                  Corporate Counsel



























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                                  EXHIBIT INDEX



Exhibit                                                         Sequentially
Number                          Description                     Numbered Page

  20                            Press Release of
                                February 20, 1997                     5 of 5
                                Incorporated by Reference
































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