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 *
LESAR DAVID J
   2. Issuer Name and Ticker or Trading Symbol
HALLIBURTON CO [HAL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Pres. and CEO
(Last)
(First)
(Middle)
1401 MCKINNEY, SUITE 2400		 3. Date of Earliest Transaction (Month/Day/Year)
06/20/2005
(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 06/20/2005   M   2,000 A $ 22.75 781,381 D  
Common Stock 06/20/2005   S(1)   2,000 D $ 46.43 779,381 D  
Common Stock 06/20/2005   M   1,000 A $ 26.437 780,381 D  
Common Stock 06/20/2005   S(1)   1,000 D $ 46.43 779,381 D  
Common Stock 06/20/2005   S(1)   1,000 D $ 46.43 778,381 D  
Common Stock               20,000 I Partnership

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 $ 22.75 06/20/2005   M     2,000 12/06/1996 12/06/2005 Common Stock 2,000 (2) 30,000 D  
Option to Buy Common Stock $ 26.437 06/20/2005   M     1,000 02/14/1996 02/14/2006 Common Stock 1,000 (2) 27,000 D  
Option to Buy Common Stock $ 29.56             12/04/1997 12/04/2006 Common Stock 78,000   78,000 D  
Option to Buy Common Stock $ 44.08             03/03/2005 03/03/2015 Common Stock 100,000   100,000 D  
Option to Buy Common Stock $ 38.61             12/02/2004 12/02/2014 Common Stock 69,000   69,000 D  
Option to Buy Common Stock $ 26.03             01/02/2004 01/02/2014 Common Stock 100,000   100,000 D  
Option to Buy Common Stock $ 54.5             12/03/1998 12/03/2007 Common Stock 60,000   60,000 D  
Option to Buy Common Stock $ 28.125             12/02/1999 12/02/2008 Common Stock 65,000   65,000 D  
Option to Buy Common Stock $ 39.5             12/02/2000 12/02/2009 Common Stock 260,100   260,100 D  
Option to Buy Common Stock $ 51.5             09/14/2001 09/14/2010 Common Stock 300,000   300,000 D  
Option to Buy Common Stock $ 31.55             04/01/2003 07/19/2011 Common Stock 154,408   154,408 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LESAR DAVID J
1401 MCKINNEY
SUITE 2400
HOUSTON, TX 77010		   X     Chairman, Pres. and CEO  

Signatures

 Margaret E. Carriere, by Power of Attorney   06/21/2005
**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) The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2005.
(2) Options disposed of through exercise pursuant to a Rule 10b1-5 trading plan adopted by the Reporting Person on March 18, 2005.

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.