Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Holsinger W Preston
   2. Issuer Name and Ticker or Trading Symbol
HALLIBURTON CO [HAL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President and Treasurer
(Last)
(First)
(Middle)
1401 MCKINNEY STREET, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
12/02/2004
(Street)

HOUSTON, TX 77010		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/02/2004   A   3,000 (1) A $ 38.61 (2) 24,240 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy Common Stock $ 38.61 12/02/2004   A   3,000 (3)   12/02/2004(4) 12/02/2014 Common Stock 3,000 $ 38.61 3,000 D  
Option to Buy Common Stock $ 29.56             12/04/1996 12/04/2006 Common Stock 4,500   4,500 D  
Option to Buy Common Stock $ 54.5             12/03/1997 12/03/2007 Common Stock 3,900   3,900 D  
Option to Buy Common Stock $ 28.125             12/02/1998 12/02/2008 Common Stock 6,000   6,000 D  
Option to Buy Common Stock $ 39.5             12/02/1999 12/02/2009 Common Stock 6,300   6,300 D  
Option to Buy Common Stock $ 39.55             02/23/2001 02/23/2011 Common Stock 6,300   6,300 D  
Option to Buy Common Stock $ 31.55             07/19/2001 07/19/2011 Common Stock 5,175   5,175 D  
Option to Buy Common Stock $ 9.1             07/23/2002 07/23/2012 Common Stock 5,000   5,000 D  
Option to Buy Common Stock $ 28.86             03/16/2004 03/16/2014 Common Stock 3,500   3,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Holsinger W Preston
1401 MCKINNEY STREET
SUITE 2400
HOUSTON, TX 77010		       Vice President and Treasurer  

Signatures

 Michael A. Weberpal, by Power of Attorney   12/06/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares awarded pursuant to the Halliburton Company 1993 Stock and Incentive Plan. Said Plan provides for the surrender of common stock to the Issuer to satisfy withholding tax obligations.
(2) On December 2, 2004, the closing price of Halliburton Company Common Stock on the New York Stock Exchange was $38.61.
(3) Stock Options awarded pursuant to the Halliburton Company 1993 Stock and Incentive Plan. Said Plan provides for the surrender of common stock to the Issuer to satisfy withholding tax obligations.
(4) The options granted become exercisable on each of the first, second and third aniversaries of the grant in cumulative increments of one-third each of the number of shares subject to the option.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.