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)

                                 APRIL 17, 2002

                               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 4. Changes in Registrant's Certifying Accountant.

     On  April  17,  2002,  upon  the  recommendation  of  Halliburton's   Audit
Committee,  the Board of Directors approved the dismissal of Arthur Andersen LLP
(Arthur Andersen) as Halliburton's  independent  auditors and the appointment of
KPMG LLP to serve as the  Company's  independent  auditors  for the year  ending
December 31, 2002. The change in auditors is effective immediately.

     Arthur   Andersen's   reports  on  Halliburton's   consolidated   financial
statements  for  each of the  years  ended  December  31,  2001 and 2000 did not
contain an adverse  opinion or  disclaimer  of  opinion,  nor were such  reports
qualified or modified as to uncertainty, audit scope or accounting principles.

     During the years  ended  December  31,  2001 and 2000 and  through the date
hereof,  there  were no  disagreements  with  Arthur  Andersen  on any matter of
accounting principle or practice,  financial statement  disclosure,  or auditing
scope or procedure  which,  if not resolved to Arthur  Andersen's  satisfaction,
would have caused them to make  reference  to the subject  matter in  connection
with their report on Halliburton's  consolidated  financial  statements for such
years;  and there were no reportable  events as defined in Item  304(a)(1)(v) of
Regulation S-K.

     Halliburton   provided  Arthur  Andersen  with  a  copy  of  the  foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
April 17, 2002, stating its agreement with such statements.

     During the years ended  December  31,  2001 and 2000 and through  April 17,
2002,  Halliburton  did not consult KPMG LLP with respect to the  application of
accounting principles to a specified transaction,  either completed or proposed,
or  the  type  of  audit  opinion  that  might  be  rendered  on   Halliburton's
consolidated financial statements,  or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are filed with this report:

         Exhibit 16--Letter  from Arthur  Andersen LLP  to  the  Securities  and
                     Exchange Commission dated April 17, 2002.

         Exhibit 99--Press Release dated April 17, 2002.


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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: April 18, 2002              By: /s/ Susan S. Keith
                                     ------------------------------------------
                                          Susan S. Keith
                                          Vice President and Secretary









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                                  EXHIBIT INDEX


Exhibit       Description

16            Letter from  Arthur Andersen  LLP to  the Securities  and Exchange
              Commission dated April 17, 2002.

99            Press Release Dated April 17, 2002








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