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)

                                  MAY 30, 2003

                               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


                            1401 McKinney, Suite 2400
                              Houston, Texas 77010
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 713-759-2600



         INFORMATION TO BE INCLUDED IN REPORT

Item 9.  Regulation FD Disclosure

         On  May  30,  2003,   registrant   issued  a  press  release   entitled
"Halliburton  Reaches  Agreement  to Settle Class  Action  Lawsuits."  The total
amount  to be paid in  settlement  of all of the  cases  described  in the press
release is $6 million,  which  includes all costs and attorneys'  fees.  Because
substantially  all of the  settlement  will be funded by insurance,  it will not
have any material effect on Halliburton's second quarter results.

         The text of the press release is as follows:

          HALLIBURTON REACHES AGREEMENT TO SETTLE CLASS ACTION LAWSUITS

         HOUSTON, Texas - Halliburton (NYSE:HAL) and plaintiffs' representatives
         have  signed a  memorandum  of  understanding  to settle  approximately
         twenty  shareholder  class  action  securities  cases  that  have  been
         consolidated before a federal court in Dallas, Texas, and a shareholder
         derivative suit pending in the same federal court. A second  derivative
         lawsuit filed in the District Court of Harris County,  Texas,  has been
         dismissed  by  the  court   without   prejudice.   The   memorandum  of
         understanding  has been executed by the plaintiffs'  lead counsel,  who
         has  authority  on behalf of all  plaintiffs  in the class  actions  to
         negotiate  settlements,  and  also by the  plaintiff's  counsel  in the
         derivative action.  Three of the four lead plaintiffs in the securities
         actions  have  agreed  to  the  settlement  terms  and  the  fourth  is
         evaluating the matter.

         All  of  the  cases   initially   arose  out  of  questions   regarding
         Halliburton's accounting for revenues associated with unapproved claims
         and change orders on long term fixed price construction  projects.  The
         memorandum of  understanding  more broadly  covers all claims,  however
         denominated,  arising out of a purchase of Halliburton stock during the
         class  period of May 18, 1998  through May 28, 2002 and all  derivative
         claims that could have been  asserted  against the  defendants  for any
         acts, facts,  transactions,  occurrences,  representations or omissions
         during the class period in connection  with,  arising out of, or in any
         way  related  to  the  allegations  in  the  complaints  filed  in  the
         securities or derivative actions.

         The  total  amount  to be  paid  in  settlement  of all  of the  cases,
         including all costs and  attorneys'  fees,  is immaterial  and will not
         impact Halliburton's second quarter results.  Included within the terms
         of  settlement   are   provisions   calling  for  the  release  of  all
         Halliburton's  present and former officers and directors who were named
         in the suits.  Halliburton will not admit to wrongdoing in settling the
         cases.  The settlement is subject to, among other things,  court review
         and approval.

         Halliburton,  founded in 1919, is one of the world's largest  providers
         of products and services to the  petroleum and energy  industries.  The
         company  serves  its  customers  with a broad  range  of  products  and
         services   through  its  Energy  Services  Group  and  Engineering  and
         Construction Group business segments. The company's World Wide Web site
         can be accessed at www.halliburton.com.


                                       ###



                                   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:     May 30, 2003                      By: /s/ Bruce A. Metzinger
                                               ------------------------------
                                                    Bruce A. Metzinger
                                                    Assistant Secretary