from:
http://www.sec.gov/Archives/edgar/data/45012/0000950109-95-000954.txt

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD MAY 16, 1995
  The Annual Meeting of Stockholders of HALLIBURTON COMPANY, a Delaware
corporation (the "Company"), will be held on Tuesday, May 16, 1995, at 9:00
a.m., in the Parisian Room of the Fairmont Hotel, 1717 N. Akard, Dallas,
Texas
75201, to consider and act upon the matters discussed in the attached proxy
statement as follows:
  1.  To elect ten (10) Directors to serve for the ensuing year and until
their
      successors shall be elected and shall qualify.
<snip>

INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
                ANNE L. ARMSTRONG, 67, Chairman of Board of Trustees, Center
[PHOTO        for Strategic and International Studies, Washington, D.C.;
APPEARS       former Chairman of the President's Foreign Intelligence
Advisory
  HERE]       Board, 1981-1990; former Ambassador to Great Britain; joined
              Halliburton Company Board in 1977; Chairman of the
Environment,
              Health and Safety Committee and member of the Management
              Oversight and Nominating Committees; Director of American
              Express Company, Boise Cascade Corporation, General Motors
              Corporation and Glaxo p.l.c.
[Anne Legendre Armstrong, Dec. 27, 1927 Born, New Orleans, LA;
Anne Armstrong was named Counsellor to the President with Cabinet rank by
Richard Nixon in 1973, becoming the first woman to hold that position. She
remained as Counsellor when Ford took office, providing assistance in
established areas of responsibility as well as assuming new roles in the
Ford White House. She resigned in December, 1974 because of family health
problems which entailed a return to Texas, but she continued to serve in
several posts during the following year. In 1976, Ford appointed her
Ambassador to Great Britain and considered her a possible vice-presidential
running mate.  1976-1977         U.S. Ambassador to the Court of St. James
(United Kingdom)]

                LORD CLITHEROE, 65, Chairman, The Yorkshire Bank, PLC;
Deputy
[PHOTO        Chief Executive, The RTZ Corporation PLC (an international
group
APPEARS       of mining and industrial companies), 1987-1989; Executive
  HERE]       Director, The RTZ Corporation PLC, 1968-1987; joined
Halliburton
              Company Board in 1987; Chairman of the Management Oversight
              Committee and member of the Environment, Health and Safety and
              Nominating Committees.

<PAGE>                 ROBERT L. CRANDALL, 59, Chairman, President and Chief
[PHOTO        Executive Officer, AMR Corporation and Chairman and Chief
APPEARS       Executive Officer, American Airlines, Inc. (engaged primarily
in
  HERE]       the air transportation business) since 1985; President,
American
              Airlines, Inc., 1985-1995; joined Halliburton Company Board in
              1986; Chairman of the Audit Committee and member of the
              Compensation and Management Oversight Committees; Director of
              AMR Corporation and American Airlines, Inc.

                THOMAS H. CRUIKSHANK, 63, Chairman of the Board and Chief
[PHOTO        Executive Officer of the Company; President and Chief
Executive
APPEARS       Officer of the Company, 1983-1989; joined Halliburton Company
  HERE]       Board in 1977; Director of Goodyear Tire and Rubber Company
and
              The Williams Companies, Inc.

                WILLIAM R. HOWELL, 59, Chairman of the Board, J.C. Penney
[PHOTO        Company, Inc. (a major retailer); Chairman of the Board and
APPEARS       Chief Executive Officer, J.C. Penney Company, Inc., 1983-1994;
  HERE]       joined Halliburton Company Board in 1991; Chairman of the
              Compensation Committee and member of the Management Oversight
              and Audit Committees; Director of J.C. Penney Company, Inc.,
              Exxon Corporation, Warner-Lambert Company, Bankers Trust
Company
              and Bankers Trust New York Corporation.

                DALE P. JONES, 58, President of the Company; Executive Vice
[PHOTO        President -- Oil Field Services of the Company, 1987-1989;
APPEARS       Senior Vice President of the Company, 1987; joined Halliburton
  HERE]       Company Board in 1988; Director of Keystone International,
Inc.

                C. J. SILAS, 62, Chairman of the Board and Chief Executive
[PHOTO        Officer (retired), Phillips Petroleum Company (engaged in
APPEARS       exploration and production of crude oil, natural gas and
natural
  HERE]       gas liquids on a worldwide basis, the manufacture of plastics
              and petrochemicals and other activities), 1985-1994; joined
              Halliburton Company Board in 1993; member of the Compensation,
              Audit and Management Oversight Committees; Director of Comsat
              Corporation and Reader's Digest Association, Inc.

                ROGER T. STAUBACH, 53, Chairman and Chief Executive Officer,
[PHOTO        The Staubach Company (a diversified real estate company);
APPEARS       Chairman, Chief Executive Officer and President, The Staubach
  HERE]       Company, 1983-1991; joined Halliburton Company Board in 1991;
              member of the Compensation, Management Oversight and
              Environment, Health and Safety Committees; Director of Gibson
              Greetings, Inc., Life Partners Group, Inc., First USA, Inc.,
              Brinker International, Inc. and Columbus Realty Trust.


                RICHARD J. STEGEMEIER, 66, Chairman of the Board, since
1989,
[PHOTO        Unocal Corporation (an energy resources company); Chief
APPEARS       Executive Officer of Unocal Corporation, 1988-1994; President,
  HERE]       Unocal Corporation, 1985-1992; joined Halliburton Company
Board
              in 1994; member of the Audit, Nominating and Management
              Oversight Committees; Director of Unocal Corporation, First
              Interstate Bancorp, Foundation Health Corporation, Northrop
              Grumman Corporation, and Outboard Marine Corporation.

                E. L. WILLIAMSON, 70, Chairman of the Board and Chief
[PHOTO        Executive Officer (retired), The Louisiana Land and
Exploration
APPEARS       Company (engaged principally in the exploration, development
and
  HERE]       production of natural resources), 1985-1988; joined
Halliburton
              Company Board in 1981; Vice Chairman of the Environment,
Health
              and Safety Committee and member of the Compensation and
              Management Oversight Committees; Director of The Louisiana
Land
              and Exploration Company, Hibernia Corporation and Central
              Louisiana Electric Company, Inc.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The following table sets forth information with respect to persons or
groups
who, to the Company's knowledge (based on information contained in Schedules
13G filed with the Securities and Exchange Commission with respect to
beneficial ownership at December 31, 1994), own or have the right to acquire
more than five percent of the Common Stock of the Company.
<TABLE><CAPTION>
                                                           AMOUNT AND
                                                           NATURE OF
PERCENT
 NAME AND ADDRESS                                          BENEFICIAL
OF
 OF BENEFICIAL OWNER                                       OWNERSHIP
CLASS
 -------------------                                       ----------    ---
----
<S>                                                        <C>           <C>
FMR Corp. ................................................ 14,681,495(1)
12.86%
 82 Devonshire Street Boston, MA 02109</TABLE>--------
(1) The number of shares reported includes 11,996,286 shares beneficially
owned
    by Fidelity Management & Research Company, 2,544,609 shares owned by
    Fidelity Management Trust Company and 140,600 shares held by Fidelity
    International Limited. FMR Corp., through control of Fidelity Management
&
    Research Company and Fidelity Management Trust Company, has sole
    dispositive power over the shares with the exception of those held
    beneficially by Fidelity International Limited. FMR Corp. has sole power
to
    vote or to direct the vote of 1,846,509 shares of Common Stock.
                                       4<PAGE>
  The following table sets forth, as of March 20, 1995, the amount of
Company
Common Stock owned beneficially by each Director and nominee for Director,
each of the executive officers named in the Summary Compensation Table on
page
14 and all Directors, nominees for Director and executive officers as a
group.
<TABLE><CAPTION>
                                                      AMOUNT AND NATURE OF
                                                      BENEFICIAL OWNERSHIP
                                                 ---------------------------
-----
                                                               SHARED
                                                 SOLE VOTING VOTING OR
NAME OF BENEFICIAL OWNER OR                      AND INVEST- INVESTMENT
PERCENT
NUMBER OF PERSONS IN GROUP                       MENT POWER   POWER(1)   OF
CLASS
---------------------------                      ----------- ----------  ---
-----
<S>                                              <C>         <C>         <C>
Anne L. Armstrong..............................      1,400
*
Alan A. Baker(3)(4)............................     71,329     1,200(2)
*
Robert W. Campbell.............................        900
*
Lord Clitheroe.................................        700
*
Robert L. Crandall.............................        900
*
Thomas H. Cruikshank(3)(4).....................    175,000
*
William R. Howell..............................        700
*
Dale P. Jones(3)(4)............................    100,855
*
Tommy E. Knight(4).............................     47,749
*
Ken R. LeSuer(4)...............................     51,804     1,886(2)
*
W. Bernard Pieper(4)...........................    110,471
*
C. J. Silas....................................        400
*
Roger T. Staubach..............................        900
*
Richard J. Stegemeier..........................        200     1,000(2)
*
E. L. Williamson...............................        400       500(2)
*
Shares owned by all current Directors, nominees
 for Director and executive officers as a group
 (17 persons)(4)...............................    618,696     4,586
*
</TABLE>-------- * Less than 1% of shares outstanding.
(1) Halliburton Company Employee Benefit Master Trust No. 3 (the "Trust"), a
    trust established to hold the assets of the Halliburton Stock Fund for
    certain of the Company's profit sharing, retirement and savings plans
    ("Plans"), held 1,908,986 shares of Company Common Stock at March 20,
    1995. Messrs. Baker and Cruikshank and an executive officer not named in
    the above table have beneficial interests in the Trust. Shares of
Company
    Common Stock held in the Trust are not allocated to any individual's
    account and an aggregate of 7,469 shares which might be deemed to be
    beneficially owned as of March 20, 1995 by Messrs. Baker, Cruikshank and
    an unnamed executive officer are not included in the table above. Shares
    owned by the Trust are voted by the Trustee, State Street Bank and Trust
    Company, in accordance with voting instructions from the participants.
    Under the terms of the Plans, a participant has the right, from time to
    time, to determine whether up to 15% of his account is invested in the
    Halliburton Stock Fund or in alternative investments permitted by the
    Plans. The Trustee, however, determines when sales or purchases are to
be
    made by the Trust.
(2) 1,200 and 1,886 shares, respectively, are held in joint tenancy by Mr.
    Baker and his wife and Mr. LeSuer and his wife. Such individuals share
    voting and investment power with respect to their respective shares. Mr.
    Stegemeier and his wife hold 1,000 shares as co-trustees of the
Stegemeier
    Family Trust and share voting and investment power with respect to such
    shares. 500 shares are held in the name of WMSON COMPANY, L.L.C., a
    limited liability company in which Mr. Williamson and his wife and other
    family members own all of the outstanding interests. All of such
    individuals share voting and investment power with respect to such
shares.
(3) Not included in the table for Messrs. Cruikshank and Baker are 400
shares
    and 16,207 shares, respectively, held by their wives and 3,566 shares
    owned by Mr. Jones' daughter. Messrs. Cruikshank, Baker and Jones
disclaim
    any beneficial ownership in such shares of Common Stock.
(4) Included in the table are shares of Common Stock which may be purchased
    pursuant to outstanding stock options within 60 days of the date hereof
    for the following: Mr. Baker-25,832; Mr. Cruikshank-80,000; Mr. Jones-
    45,000; Mr. Knight-25,832; Mr. LeSuer-18,498; Mr. Pieper-46,665 and two
    unnamed executive officers-4,666 and 14,332, respectively. Until such
time
    as the options are exercised, the aforesaid individuals will neither
have
    voting nor investment power with respect to the underlying shares of
    Common Stock but only have the right to acquire beneficial ownership
    thereof through exercise of their respective options.

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