Exhibit 8.2



                                 May 15, 1998


Dresser Industries, Inc.
2001 Ross Avenue
Dallas, TX 75201

Ladies and Gentlemen:

        You have requested our opinion regarding certain federal income tax 
consequences of the merger (the "Merger") of Halliburton N.C., Inc. ("Sub"), a 
Delaware corporation and direct wholly-owned subsidiary of Halliburton Company, 
a Delaware corporation ("Parent"), with and into Dresser Industries, Inc, a 
Delaware corporation (the "Company").

        In formulating our opinion, we examined such documents as we deemed 
appropriate, including the Agreement and Plan of Merger dated as of February 25,
1998 (the "Merger Agreement"), among Parent, Sub and the Company, the Proxy 
Statement (the "Proxy Statement") filed by Parent and the Company with the 
Securities and Exchange Commission (the "SEC") and the Registration Statement on
Form S-4, as filed by Parent with the SEC on                 , 1998, in which 
the Proxy Statement is included as a prospectus (with all amendments thereto, 
the "Registration Statement"). In addition, we have obtained such additional 
information as we deemed relevant and necessary through consultation with 
various officers and representatives of Parent and the Company.

        Our opinion set forth below assumes (1) the accuracy of the statements 
and facts concerning the Merger set forth in the Merger Agreement, the Proxy 
Statement and the Registration Statement, (2) the consummation of the Merger in 
the manner contemplated by, and in accordance with the terms set forth in, the 
Merger Agreement, the Proxy Statement and the Registration Statement, and (3) 
the accuracy of (i) the representations made by Parent which are set forth in 
the Certificate delivered to us by Parent, dated the date hereof; and (ii) the 
representations

 
Dresser Industries, Inc.
May 15, 1998
Page 2


made by the Company which are set forth in the Certificate delivered to us by 
the Company, dated the date hereof.

        Based upon the facts and statements set forth above, our examination and
review of the documents referred to above and subject to the assumptions set 
forth above, we are of the opinion that for federal income tax purposes:

        1.  The Merger will constitute a reorganization within the meaning of
            Section 368(a) of the Internal Revenue Code of 1986, as amended (the
            "Code").

        2.  Each of Parent, Sub and the Company will be a party to the 
            reorganization within the meaning of Section 368(b) of the Code.

        3.  No gain or loss will be recognized by the stockholders of the
            Company upon the receipt of shares of Parent common stock in
            exchange for shares of Company common stock pursuant to the Merger
            except with respect to any cash received in lieu of fractional share
            interests.
        
        Our opinion is based on current provisions of the Code, the Treasury 
Regulations promulgated thereunder, published pronouncements of the Internal 
Revenue Service and case law, any of which may be changed at any time with 
retroactive effect. Any change in applicable laws or facts and circumstances 
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions 
and representations on which we have relied, may affect the continuing validity
of the opinions set forth herein. We assume no responsibility to inform you of 
any such change or inaccuracy that may occur or come to our attention.

                                        Very truly yours,



                                        WEIL, GOTSHAL & MANGES LLP