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
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(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)
12/20/2004
(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 12/20/2004   S   5,500 D $ 39.24 (1) 807,054 D  
Common Stock 12/21/2004   D   500 (2) D $ 38.74 806,554 D  
Common Stock               20,000 I Partnership

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 $ 22.75             12/06/1996 12/06/2005 Common Stock 50,000   50,000 D  
Option to Buy Common Stock $ 26.437             02/14/1997 02/14/2006 Common Stock 30,000   30,000 D  
Option to Buy Common Stock $ 29.56             12/04/1997 12/04/2006 Common Stock 80,000   80,000 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

 Michael A. Weberpal, by Power of Attorney   12/21/2004
**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) On December 20, 2004, the opening price of Halliburton Company Common Stock on the New York Stock Exchange was $39.24.
(2) Shares transferred to Halliburton Company for payment for Federal Income Tax withholding obligations on lapse of restrictions on shares issued under the 1993 Stock and Incentive Plan. Said Plan permits Reporting Person to satisfy withholding tax obligation by transferring unrestricted shares to the Issuer.

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