HALLIBURTON CO
10-Q, 1995-05-05
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


         [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                 For the quarterly period ended March 31, 1995


                                       OR

           [ ]    Transition Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934
                 For the transition period from _____ to _____



                         Commission File Number 1-3492


                              HALLIBURTON COMPANY

                            (a Delaware Corporation)
                                   73-0271280

                               3600 Lincoln Plaza
                                  500 N. Akard
                              Dallas, Texas 75201

                  Telephone Number - Area Code (214) 978-2600

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
 Yes   X    No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock, par value $2.50 per share:
Outstanding at May 3, 1995 - 114,197,046
<PAGE>


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
                              HALLIBURTON COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                        March 31   December 31
                                                          1995       1994
                                                        --------   --------

                                              Millions of dollars and shares
                                     ASSETS
<S>                                                   <C>        <C>    

Cash and equivalents                                  $   320.2  $   428.1
  Investments:
  Available-for-sale                                      245.6      219.0
  Held-to-maturity                                        429.8      435.8
                                                      ---------  ---------
    Total investments                                     675.4      654.8
Receivables:
  Notes and accounts receivable                         1,206.3    1,273.1
  Unbilled work on uncompleted contracts                  234.0      173.4
  Refundable federal income taxes                          13.4       13.4
                                                      ---------  ---------
    Total receivables                                   1,453.7    1,459.9
Inventories                                               283.6      268.9
Reinsurance recoverables                                  555.8      671.1
Property, plant and equipment,
  less accumulated depreciation
  of $2,298.8 and $2,341.4                              1,054.4    1,076.8
Equity in and advances to related companies               105.7       94.6
Excess of cost over net assets acquired                   212.0      213.4
Deferred income taxes                                     118.2      120.5
Assets held for sale                                       42.5       26.3
Other assets                                              282.6      253.9
                                                      ---------  ---------
    Total assets                                      $ 5,104.1  $ 5,268.3
                                                      =========  =========

                 LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                                      $   302.5  $   303.5
Accrued employee compensation and benefits                341.3      406.3
Advance billings on uncompleted contracts                 149.0      163.3
Income taxes payable                                       33.5       25.8
Short-term notes payable                                   21.2       30.7
Unearned insurance premiums                                52.5       51.2
Reserves for insurance losses and claims                1,027.9    1,126.4
Long-term debt                                            643.6      643.1
Other liabilities                                         569.6      570.6
Minority interest in consolidated subsidiaries              0.7        5.2
                                                      ---------  ---------
  Total liabilities                                     3,141.8    3,326.1
                                                      ---------  ---------
Commitments and contingencies

Shareholders' equity:
  Common stock, par value $2.50 per share -
    authorized 200.0 shares,
    issued 119.1 shares                                   297.7      297.7
  Paid-in capital in excess of par value                  200.1      201.7
  Cumulative translation adjustment                       (21.7)     (23.1)
  Net unrealized losses on investments                     (1.6)      (7.6)
  Retained earnings                                     1,647.9    1,637.3
                                                      ---------  ---------
                                                        2,122.4    2,106.0
  Less 4.9 and 5.0 shares of
    treasury stock, at cost                               160.1      163.8
                                                      ---------  ---------
  Total shareholders' equity                            1,962.3    1,942.2
                                                      ---------  ---------
    Total liabilities and shareholders' equity        $ 5,104.1  $ 5,268.3
                                                      =========  =========

See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
                              HALLIBURTON COMPANY
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

<CAPTION>
                                                            Three Months
                                                           Ended March 31
                                                        -------------------
                                                          1995       1994
                                                        --------   --------
                                                     Millions of dollars except
                                                           per share data
<S>                                                   <C>        <C>    
Revenues                                              $ 1,322.1  $ 1,376.3
Operating costs and expenses:
  Cost of revenues                                      1,218.7    1,285.2
  General and administrative                               41.1       50.9
                                                      ---------  ---------
    Total operating costs
     and expenses                                       1,259.8    1,336.1
                                                      ---------  ---------
Operating income                                           62.3       40.2

Interest expense                                          (12.8)     (10.0)
Interest income                                             8.6        2.8
Foreign currency
  gains (losses)                                            5.0       (3.3)
Other nonoperating
  income, net                                               0.1        0.5
                                                      ---------  ---------
Income before income
  taxes and minority interest                              63.2       30.2
Provision for
  income taxes                                            (24.0)     (12.1)
Minority interest in net income
  (loss) of subsidiaries                                   (0.1)      (0.3)
                                                      ---------  ---------
Net income                                            $    39.1  $    17.8
                                                      =========    ========

Average number of common
  and common share
  equivalents outstanding                                 114.3      114.2
Income per share                                     $     0.34  $    0.16
Cash dividends
  paid per share                                           0.25       0.25

See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
                              HALLIBURTON COMPANY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                           Three Months
                                                           Ended March 31
                                                        -------------------
                                                          1995       1994
                                                        --------   --------
                                                         Millions of dollars

<S>                                                   <C>        <C>    
Cash flows from operating activities:
  Net income                                          $    39.1  $    17.8
  Adjustments to reconcile net income
    to net cash from operating activities:
      Depreciation and amortization                        59.4       66.2
      Provision for deferred income taxes                   6.0       34.1
      Other non-cash items                                (20.7)      (1.9)
      Other changes, net of non-cash items:
        Receivables                                         7.3       14.1
        Inventories                                       (14.4)     (11.9)
        Insurance losses and claims net of
          reinsurance recoverables                         16.9      (17.7)
        Accounts payable and other                       (108.7)     (78.5)
                                                      ---------  ---------
  Total cash flows from operating activities              (15.1)      22.2
                                                      ---------  ---------
Cash flows from investing activities:
  Capital expenditures                                    (42.1)     (53.8)
  Sales of property, plant and equipment                   12.3       15.8
  Sales (purchases) of subsidiary companies                (5.9)     201.4
  Sales or maturities of
    available-for-sale investments                          3.7       18.6
  Payments for available-for-sale investments             (22.1)     (27.1)
  Calls or maturities of held-to-maturity investments      11.4       10.1
  Payments for held-to-maturity investments                (4.8)      (2.5)
  Other investing activities                               (1.8)      (5.1)
                                                      ---------  ---------
  Total cash flows from investing activities              (49.3)     157.4
                                                      ---------  ---------
Cash flows from financing activities:
  Payments on long-term borrowings                         (5.1)     (34.5)
  Borrowings (repayments) of short-term debt              (10.8)     (81.4)
  Payments of dividends to shareholders                   (28.5)     (28.5)
  Other financing activities                                0.3         -
                                                      ---------  ---------
  Total cash flows from financing activities              (44.1)    (144.4)
                                                      ---------  ---------
Effect of exchange rate changes on cash                     0.6       (1.7)
                                                      ---------  ---------
Increase (decrease) in cash and equivalents              (107.9)      33.5
Cash and equivalents at beginning of year                 428.1       48.8
                                                      ---------  ---------
Cash and equivalents at end of period                 $   320.2  $    82.3
                                                      =========  ========

Cash payments (refunds) during the period for:
  Interest                                            $    11.5  $    11.0
  Income taxes                                              6.2      (11.7)


See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>

                              HALLIBURTON COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Management Representation
  In  the  opinion  of  the  Company,   the  accompanying   unaudited  condensed
consolidated  financial statements include all adjustments  necessary to present
fairly the Company's financial position as of March 31, 1995, and the results of
its  operations and its cash flows for the three months ended March 31, 1995 and
1994.  The results of  operations  for the three months ended March 31, 1995 and
1994 may not be  indicative  of results  for the full year.  Certain  prior year
amounts have been reclassified to conform with the current year presentation.

Note 2. Inventories

    Consolidated inventories consisted of the following:


<TABLE>
<CAPTION>
                                March 31  December 31
                                   1995      1994
                                  ------    ------
                                Millions of dollars
<S>                             <C>       <C>    
      Sales items               $ 104.8   $  97.2
      Supplies and parts          130.4     128.8
      Work in process              28.6      23.9
      Raw materials                19.8      19.0
                                -------   -------
          Total                 $ 283.6   $ 268.9
                                =======   =======
</TABLE>


  About one-half of all sales items  (including  related work in process and raw
materials) are valued using the last-in, first-out (LIFO) method. If the average
cost method had been in use for inventories on the LIFO basis, total inventories
would have been about $21.8  million and $21.9  million  higher than reported at
March 31, 1995, and December 31, 1994, respectively.

Note 3. Business Segment Information
  Revenues and operating  income by business  segment were the following for the
three months ended March 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                  Three Months
                                 Ended March 31
                                    1995    1994
                                 -------- --------
                                  Millions of dollars

<S>                             <C>       <C>    
Revenues
  Energy services               $ 569.0   $ 599.0
  Engineering and
    construction services         704.9     716.2
  Insurance services<F1>           48.2      61.1
                                --------- ---------
    Total revenues              $1,322.1  $1,376.3
                                ========= =========
Operating income
  Energy services               $  52.4   $  33.5
  Engineering and
    construction services          15.8      14.5
  Insurance services                0.4      (2.1)
  General corporate expenses       (6.3)     (5.7)
                                --------- ---------
    Total operating
       income                   $  62.3   $  40.2
                                ========= =========
<FN>
<F1>Excludes insurance revenues received from other segments of the Company.
</FN>
</TABLE>

Note 4. Income Per Share
  Income  per share  amounts  are based  upon the  average  number of common and
common share equivalents  outstanding.  Common share equivalents included in the
computation  represent  shares  issuable upon assumed  exercise of stock options
which have a dilutive effect.

<PAGE>
Note 5. Related Companies
  The Company conducts some of its operations  through various joint venture and
other  partnership  forms  which are  accounted  for using  the  equity  method.
European Marine  Contractors,  Limited,  (EMC) which is 50% owned by the Company
and part of Engineering and Construction  Services,  specializes in engineering,
procurement and construction of marine pipelines.  Summarized  operating results
for 100% of the operations of EMC are as follows:


<TABLE>
<CAPTION>
                                                          Three Months
                                                         Ended March 31
                                                       --------------------
                                                          1995       1994
                                                        --------   --------
                                                       Millions of dollars
<S>                                                   <C>        <C>      
  Revenues                                            $   $58.9  $   $50.1
                                                      =========  =========
  Operating income                                        $15.7      $15.1
                                                      =========  =========
  Net income                                              $10.0       $9.3
                                                      =========  =========
</TABLE>

Note 6. Insurance Subsidiaries
   The condensed consolidated financial statements include the statements of 
property and casualty subsidiaries as follows:
<TABLE>
   COMBINED FINANCIAL POSITION

<CAPTION>
                                                        March 31  December 31
                                                            1995     1994
                                                        --------   --------
                                                        Millions of dollars
                                 ASSETS
<S>                                                   <C>        <C>    
Cash and equivalents                                  $    34.2  $    52.8
Investments:
   Available-for-sale                                     245.6      219.0
   Held-to-maturity                                       401.6      411.7
                                                      ---------  ---------
    Total investments                                     647.2      630.7
Notes and accounts receivable*                            185.9      213.8
Reinsurance recoverables                                  555.8      671.1
Property, plant and equipment, at cost
  less accumulated depreciation of
  $6.7 and $6.5                                             2.0        2.0
Excess of cost over net assets acquired                     0.1        0.1
Other assets                                               34.8       22.5
                                                      ---------  ---------
                                                      $ 1,460.0  $ 1,593.0
                                                      =========  =========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                      $    48.5  $    96.7
Income taxes payable                                      (21.5)     (20.9)
Unearned insurance premiums                                52.5       51.2
Reserves for insurance
  losses and claims*                                    1,103.3    1,197.2
Halliburton Company equity, adjusted for net
  unrealized losses of $1.6 and $7.6                      277.2      268.8
                                                      ---------  ---------
                                                      $ 1,460.0  $ 1,593.0
                                                      =========  =========

<FN>
*Includes  $75.4  million at March 31, 1995,  and $70.8  million at December 31,
1994,  relating  to  incurred  but not  reported  claims on  associated  company
business which had no effect on Halliburton Company equity.
</FN>
</TABLE>
Assets of the insurance subsidiaries, with the exception of dividend payments to
the parent company, are not available for general corporate use.

<PAGE>

<TABLE>
<CAPTION>
                                                             Three Months
                                                           Ended March 31
                                                        --------------------
                                                           1995       1994
                                                        --------   --------
                                                          Millions of dollars
<S>                                                   <C>        <C>    
Revenues:
  Direct premiums                                     $    45.8  $    29.3
  Premiums assumed                                         34.9       43.4
  Premiums ceded                                          (39.5)     (12.7)
                                                      ---------  ---------
  Net earned premiums
   and agency income*                                      41.2       60.0
  Investment income                                        12.5       11.6
                                                      ---------  ---------
                                                           53.7       71.6
Operating costs and expenses:
  Underwriting expenses                                    86.9      104.4
  Reinsurance recoveries                                  (38.4)     (34.3)
  Investment expenses                                       0.6        0.2
  General and administrative                                4.2        3.4
                                                      ---------  ---------
                                                           53.3       73.7
                                                      ---------  ---------
Operating  income (loss)                                    0.4       (2.1)
Foreign currency
  gains (losses)                                            0.3         -
Nonoperating expense, net                                  (0.3)        -
                                                      ---------  ---------
Income (loss) before
 income taxes                                               0.4       (2.1)
Benefit for income taxes                                    2.1        1.4
                                                      ---------  ---------
Net income (loss)                                     $     2.5  $    (0.7)
                                                      =========  =========

<FN>
  *Included  in  net  earned   premiums  and  agency  income  are  premiums  for
  intercompany  insurance  coverage  and  services  provided  by  the  Insurance
  Services  Group to the  remainder of  Halliburton  Company.  Such premiums and
  charges  amounted to $5.5 million and $10.5 million for the three months ended
  March 31, 1995 and 1994, respectively.
</FN>
</TABLE>

    Insurance Services written premiums are as follows:
<TABLE>
<CAPTION>

                                                           Three Months
                                                          Ended March 31
                                                        -------------------
                                                           1995       1994
                                                        --------   --------
                                                        Millions of dollars

<S>                                                   <C>        <C>      
  Direct premiums                                     $    48.7 $     37.5
  Premiums assumed                                         35.4       43.4
  Premiums ceded                                          (38.8)     (15.7)
                                                      ---------  ---------
  Net written premiums
    and agency income                                 $    45.3  $    65.2
                                                      =========  =========
</TABLE>

Note 7. Long-term debt
  The Company  redeemed  $5.0  million and $33.8  million of its 4% notes in the
first three months of 1995 and 1994, respectively.
<PAGE>

Note 8. Commitments and Contingencies

  The Company is involved as a potentially  responsible  party (PRP) in remedial
activities to clean up various  "Superfund"  sites under applicable  Federal law
which  imposes  joint and  several  liability,  if the harm is  indivisible,  on
certain persons without regard to fault, the legality of the original  disposal,
or  ownership  of the  site.  Although  it is very  difficult  to  quantify  the
potential impact of compliance with environmental protection laws, management of
the Company  believes  that any liability of the Company with respect to all but
two of such  sites  will not have a material  adverse  effect on the  results of
operations  of the Company.  With respect to a site in Jasper  County,  Missouri
(Jasper County Superfund Site), and a site in Nitro,  West Virginia  (Fike/Artel
Chemical  Superfund  Site),  sufficient  information  has not been  developed to
permit  management  to make such a  determination  and  management  believes the
process of determining the nature and extent of remediation at each site and the
total costs thereof will be lengthy.
  Brown & Root, Inc. (Brown & Root), a subsidiary of the Company, has been named
as a PRP with respect to the Jasper County  Superfund Site by the  Environmental
Protection  Agency (EPA).  The Jasper County  Superfund  Site includes  areas of
mining  activity  that  occurred  from the 1800's  through the mid 1950's in the
Southwestern portion of Missouri.  The site contains lead and zinc mine tailings
produced from mining activity.  Brown & Root is one of nine  participating  PRPs
which have agreed to perform a Remedial Investigation/Feasibility Study (RI/FS),
which is not expected to be completed until the second quarter of 1996. Although
the entire Jasper County  Superfund Site comprises 237 square miles as listed on
the  National  Priorities  List,  in the RI/FS  scope of work,  the EPA has only
identified  seven areas,  or subsites,  within this area that need to be studied
and then possibly remediated by the PRPs. Additionally, the Administrative Order
on Consent for the RI/FS only requires Brown & Root to perform RI/FS work at one
of the subsites  within the site,  the Neck/Alba  subsite,  which only comprises
3.95  square  miles.  Brown &  Root's  share  of the cost of such a study is not
expected  to be  material.  Brown & Root  cannot  determine  the  extent  of its
liability, if any, for remediation costs on any reasonably practicable basis.
  The Company is one of 32 companies  that have been  designated  as PRPs at the
Fike/Artel  Chemical  Superfund Site. Six "Operable Units" have been established
by the EPA in  connection  with  remediation  activities  for the site.  The EPA
instituted  litigation in the U.S.  District Court for the Southern  District of
West Virginia (United States v. American  Cyanamid Co., Inc. et al.) against all
PRPs seeking  recovery of its past  response  costs in Operable Unit 1. The PRPs
are subject to a Consent Decree with respect to the remediation of Operable Unit
2. In June 1993, the EPA issued a Unilateral  Administrative Order requiring all
PRPs to implement  remediation of Operable Unit 3. The PRPs have entered into an
Administrative  Order on Consent  that will  allow  them to perform a  site-wide
RI/FS  (Operable Unit 4). The Company's  share of past response costs alleged by
the EPA for Operable Unit 1, remediation cost estimates for Operable Units 2 and
3, and cost  estimates  to  perform  the  RI/FS  (Operable  Unit 4) range in the
aggregate from approximately  $1.7 million to approximately $2.3 million.  There
are at present no reliable  estimates of costs to remediate Operable Units 5 and
6, because the EPA has not yet proposed any remediation methodology. Those costs
may, however,  be significantly  larger than the estimates thereof for the other
units.  Although  the  liability  associated  with this site could  possibly  be
significant  to the  results of  operations  of some  future  reporting  period,
management believes, based on current knowledge, that its share of costs at this
site is unlikely to have a material adverse impact on the Company's consolidated
financial condition.
  In April 1991,  the U.S.  Customs  Service  initiated  an  investigation  of a
subsidiary of the Company,  Halliburton  Logging  Services,  Inc. (HLS),  and in
October 1991, as a result of its own internal inquiry,  HLS provided information
to the U.S.  Departments  of Commerce and Justice,  in each case  regarding  the
export and re-export of certain oil field tools.  The tools were exported by HLS
and its predecessors to certain foreign  affiliates and were re-exported by them
to an HLS foreign affiliate in Libya without a validated re-export license.  The
shipments  involved  thermal  multigate  decay  tools used in oil field  logging
operations and occurred  between  December 1987 and June 1989.  During 1992, HLS
received subpoenas to produce documents related to the foregoing matter before a
Federal  grand jury.  The Company  believes  the U.S.  Government  will take the
position that such shipments  violated  Presidential  Executive  Orders imposing
sanctions  against  Libya  (the  Orders)  as well as export  regulations  of the
Department of Commerce (the Regulations).
  Halliburton  Geophysical  Services,  Inc. (HGS), a subsidiary  acquired by the
Company  in 1988,  in an  unrelated  matter,  advised  the U.S.  Departments  of
Commerce and Justice in March 1992 that the United Kingdom subsidiary of HGS, as
a small part of its  business,  shipped to Libya,  during the period  from March
1987  through  April 1991,  United  States  origin spare  parts,  primarily  for
equipment of various types,  and performed  certain  repairs and training on the
equipment.  The consignee was a  Libyan-based  geophysical  company in which HGS
owned an indirect, minority interest. Moreover, certain items validly shipped to
this consignee in a third country were  subsequently  re-exported by it to Libya
without specific re-export  authorization.  After discovering these matters, the
U.K.  subsidiary  terminated all  activities in support of Libyan  companies and
operations. The Company believes the U.S. Government will take the position that
such actions violated the Orders and the Regulations.
  On July 1, 1993,  HLS and HGS, as well as certain  other  subsidiaries  of the
Company,  were merged into the Company.  In January 1994 the Company disposed of
its  geophysical  business which included  substantially  all of the business of
HGS.
  The  privilege  of  exporting  oil  field  tools  and  other  products  to its
affiliates is important to the Company in order to support its worldwide logging
services.  Sanctions  against  corporations for violations of the Orders and the
Regulations  range from civil penalties,  including denial of export  privileges
and monetary  penalties,  to significant  criminal  fines.  Although the Company
<PAGE>
cannot  predict the exact nature of the sanctions the U.S.  Government  may seek
with respect to these matters,  the Company  believes the U.S.  Government  will
seek to impose civil  penalties or criminal fines or both. In the opinion of the
Company  the amount of such  penalties  and fines  would not be  material to the
results of operations or the consolidated financial position of the Company.
  The  Company  and  its   subsidiaries  are  parties  to  various  other  legal
proceedings.  Although  the  ultimate  disposition  of such  proceedings  is not
presently  determinable,  in the opinion of the Company any liability that might
ensue would not be material in relation to the consolidated  financial  position
of the Company.


Note 9. Acquisitions and Dispositions
  The Company sold its natural gas  compression  business  unit in November 1994
for $205 million in cash. The sale resulted in a pretax gain of $102 million, or
56 cents per share after tax in 1994. The business unit sold owns and operates a
large natural gas compressor  rental fleet in the United States and Canada.  The
compressors are used to assist in the production, transportation, and storage of
natural gas.
  In January  1994,  the  Company  sold  substantially  all of the assets of its
geophysical services and products business to Western Atlas International,  Inc.
for $190.0 million in cash and notes subject to certain  adjustments.  The notes
of $90.0  million were sold for cash in the first  quarter of 1994. In addition,
the Company  issued $73.8 million in notes to Western Atlas to cover some of the
costs  of  reducing  certain  geophysical  operations,  including  the  cost  of
personnel  reductions,  leases of  geophysical  marine  vessels  and  closing of
duplicate facilities.  The Company's notes to Western Atlas are payable over two
years at a rate of interest of 4%. An initial  installment  of $33.8 million was
made in February 1994, and quarterly  installments  of $5 million have been made
thereafter.
  The  Company  retains  ownership  of  certain  assets and  liabilities  of the
geophysical business including some accounts receivable, real estate properties,
lease obligations,  certain employee obligations,  and an international company.
Although the  disposition  of the remaining  assets is uncertain,  the remaining
liabilities are expected to be settled over the next several months.
<PAGE>



Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

 BUSINESS ENVIRONMENT

  The  Company  (often  through  foreign  subsidiaries)  operates  in  over  100
countries,  including several with respect to which the United States government
has  imposed  varying  degrees  of  restrictions  on trade and  commerce.  These
countries  include Iran and Libya. The Company  believes the recently  announced
embargo  on U.S.  trade  with Iran will not have a  material  effect on  current
results of  operations or financial  condition of the Company,  although it will
prevent the Company from  competing  for future  business in Iran. If additional
restrictions  were  to  be  established  for  these  or  other  countries,  such
restrictions  might  impair the  ability of the Company to obtain the benefit of
its assets in such  countries  and the  ability to collect  amounts  owed to the
Company by their  government  and private  entities.  The Company cannot predict
whether more stringent  restrictions will be adopted or, if adopted,  the impact
they might have on its results of operations.

RESULTS OF OPERATIONS

Revenues
  Consolidated revenues decreased 4% to $1,322.1 million in the first quarter of
1995 compared to $1,376.3 million in the same quarter of the prior year.  Energy
Services revenues  decreased by 5% as the worldwide rotary rig count declined by
3% from the same  quarter of the prior year.  Most of the  decrease  occurred in
North  America.  Approximately  55% of the  decrease  is due to the  sale of the
Company's   natural  gas  compression  and  self  elevating   workover  platform
operations in the fourth  quarter of 1994. The balance of the decrease is due to
reduced  activity levels  associated with lower natural gas prices in the United
States.  The decrease was partially offset by increased activity levels in Latin
America.  Engineering and Construction Services revenues declined by 2% from the
first  quarter  of 1994 due  primarily  to  lower  energy  related  construction
revenues.  The 21% decline in Insurance  Services  revenues relates primarily to
reduced earned  premiums on  discontinued  lines of business and lower losses on
retrospective workers' compensation coverages.

Operating income
  Consolidated  operating  income increased by 55% to $62.3 million in the first
quarter of 1995 compared to $40.2 million in the same quarter of the prior year.
Energy Services  operating  income increased by 56% over the same quarter of the
prior year due primarily to a 20% reduction in indirect costs. Higher activities
in Latin America also  contributed  to the increase.  These  increases in Energy
Services  operating  income were partially  offset by lower  activities in North
America, Asia Pacific and the Middle East. Engineering and Construction Services
operating  income was  slightly  higher than the same quarter of the prior year.
Insurance Services operating income was higher in 1995 due to lower catastrophic
losses and lower losses from discontinued operations.

Nonoperating items
  Interest  expense  increased  $2.8 million due primarily to the benefit in the
first  quarter of 1994 of a reversal  of a $2.5  million  accrual  for  interest
payable on income tax settlements.
  Interest  income  increased in 1995 due to higher  levels of invested  cash at
increased interest rates.
  Foreign currency gains were $5.0 million in the first quarter of 1995 compared
to a loss of $3.3 million in the same quarter of the prior year.  Excluding  the
$7.7 million realized gain in Nigeria from the devaluation of the Naira, the net
losses of $2.7 million are due  primarily to losses in the Mexican  Peso.  First
quarter 1994 losses relate primarily to Brazil and Venezuela.

Net income
  Net  income in the first  quarter of 1995 was $39.1  million,  or 34 cents per
share,  compared to $17.8 million, or 16 cents per share, in the same quarter of
the prior year.

LIQUIDITY AND CAPITAL RESOURCES

  The  Company  ended the first  quarter  of 1995 with cash and  equivalents  of
$320.2  million,  a decrease of $107.9  million from the end of 1994.  Excluding
cash and  equivalents of Insurance  Services,  which are restricted from general
corporate purposes unless paid to the parent as a dividend, cash and equivalents
at the end of the first quarter of 1995 were $286.0 million, a decrease of $89.3
million  from the end of 1994.  The  decrease  in cash  and  equivalents  is due
primarily to operating activities.
<PAGE>
Operating activities
  Cash  flows used in  operating  activities  in the first  quarter of 1995 were
$15.1 million, down from cash flows provided of $22.2 million in the same period
of the prior year.  The  decrease  in cash flows from  operating  activities  is
primarily related to higher  contributions to profit sharing plans and increased
advances to Engineering and  Construction  joint ventures,  partially  offset by
improved profitability.

Investing activities
  Cash  flows used in  investing  activities  in the first  quarter of 1995 were
$49.3  million,  compared to cash flows  provided of $157.4  million in the same
period last year.  The first quarter of 1994 included the proceeds from the sale
of the geophysical  services business and two small  subsidiaries.  In addition,
first  quarter 1995 capital  expenditures  are 22% lower than the same period of
the prior year.

Financing activities
  Cash  flows used for  financing  activities  were  $44.1  million in the first
quarter of 1995  compared to $144.4  million in the same quarter last year.  The
decrease in outflows is due to lower  repayments of short-term  indebtedness and
the $33.8 million installment in the first quarter of 1994 on the note issued by
the Company to the buyer of the geophysical services operations.
  The Company  has the ability to borrow  additional  short-term  and  long-term
funds if necessary.

ENVIRONMENTAL MATTERS

  The  Company  is  involved  as a  potentially  responsible  party in  remedial
activities to clean up various  "Superfund"  sites under applicable  Federal law
which  imposes  joint and  several  liability,  if the harm is  indivisible,  on
certain persons without regard to fault, the legality of the original  disposal,
or  ownership  of the  site.  Although  it is very  difficult  to  quantify  the
potential impact of compliance with environmental protection laws, management of
the Company  believes  that any liability of the Company with respect to all but
two of such  sites  will not have a material  adverse  effect on the  results of
operations of the Company. See Note 8 to the financial statements for additional
information on these two sites.

EXPORT MATTERS

  See Note 8 to the  financial  statements  concerning  certain  actions  of the
United States Government concerning exports by subsidiaries of the Company.
<PAGE>

 PART II. OTHER INFORMATION

 Item 6. Exhibits and Reports on Form 8-K.

 3.   Exhibits:

      11.  Statement regarding computation of per share earnings.

      27.  Financial data schedule for the Registrant (filed electronically).

 (b)  Reports on Form 8-K:

   Current  Report on Form 8-K dated January 9, 1995  reporting on Item 5. Other
   Events,  relating to a press release announcing that the Company entered into
   contracts  to  outsource  substantially  all  of its  information  technology
   requirements.

   Current  Report on Form 8-K dated January 12, 1995 reporting on Item 5. Other
   Events,  relating to a press release  announcing the Company's  completion of
   the sale of the assets of its industrial services business unit.

   Current  Report on Form 8-K dated February 2, 1995 reporting on Item 5. Other
   Events,  relating to a press  release  announcing a business  unit of Brown &
   Root,  Inc.,  recently  won a  multi-million  dollar  contract to construct a
   polypropylene plant.

   Current  Report on Form 8-K dated February 2, 1995 reporting on Item 5. Other
   Events, relating to a press release announcing the Company's earnings for the
   quarter and the year ended December 31, 1994.

   Current Report on Form 8-K dated February 16, 1995 reporting on Item 5. Other
   Events,  relating to a press release  announcing  the formation of a Scottish
   joint venture.

   Current Report on Form 8-K dated February 17, 1995 reporting on Item 5. Other
   Events,  relating to a press release  announcing  the  declaration of a first
   quarter dividend.

   Current Report on Form 8-K dated February 27, 1995 reporting on Item 5. Other
   Events, relating to a press release announcing a joint venture agreement.
<PAGE>


                                   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 thereunto duly authorized.


                                                     HALLIBURTON COMPANY
                                                           (Registrant)




Date   May 5, 1995                      By  /s/ Thomas H. Cruikshank
                                                Thomas H. Cruikshank
                                             Chairman of the Board and
                                              Chief Executive Officer




Date   May 5, 1995                      By  /s/ Jerry H. Blurton
                                                Jerry H. Blurton
                                              Vice President-Finance
                                           Principal Financial Officer




Date   May 5, 1995                      By  /s/ Scott R. Willis
                                                Scott R. Willis
                                                  Controller
                                          Principal Accounting Officer
<PAGE>
                               Index to Exhibits


                                    Page No.

11.  Statement regarding computation of earnings per share            14


27.  Financial data schedule (filed electronically)                    -




                              HALLIBURTON COMPANY
                                   EXHIBIT 11

                       COMPUTATION OF EARNINGS PER SHARE

     The calculation  below for earnings per share of the $2.50 par value Common
Stock of the Company on a primary and fully  diluted  basis for the three months
ended March 31, 1995 and 1994, is submitted in accordance  with  Regulation  S-K
item 601 (b) (11).
<TABLE>
<CAPTION>
                                                             Three Months
                                                            Ended March 31
                                                        --------   --------
                                                           1995       1994
                                                        --------   --------
                                                     Millions of dollars except                                             
                                                            per share data

<S>                                                   <C>        <C>      
Primary:
  Net income                                          $    39.1  $    17.8

  Average number of common
    and common share
    equivalents outstanding                               114.3      114.2

  Primary net
   income per share                                   $    0.34 $     0.16



Fully Diluted:
  Net income                                          $    39.1  $    17.8
  Add after-tax interest
    expense applicable to
    Zero Coupon Convertible
    Subordinated Debentures
    due 2006                                                3.4        3.1
                                                      ---------  ---------
  Adjusted net income                                 $    42.5  $    20.9


  Adjusted average number of
    shares outstanding                                    119.3      119.1

  Fully diluted earnings
    per share                                         $    0.36  $    0.18


<FN>
  The foregoing computations do not reflect any significant potentially dilutive
effect the  Company's  Preferred  Stock  Purchase  Rights Plan could have in the
event such Rights  become  exercisable  and any shares of either Series A Junior
Participating Preferred Stock or Common Stock of the Company are issued upon the
exercise of such Rights.
</FN>
</TABLE>


<TABLE> <S> <C>

<ARTICLE>                                                      5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE HALLIBURTON COMPANY CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                           1,000,000
       
<S>                                                <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       DEC-31-1995
<PERIOD-END>                            MAR-31-1995
<CASH>                                                       320
<SECURITIES>                                                 675
<RECEIVABLES>                                              1,454
<ALLOWANCES>                                                   0
<INVENTORY>                                                  284
<CURRENT-ASSETS>                                               0
<PP&E>                                                     3,353
<DEPRECIATION>                                             2,341
<TOTAL-ASSETS>                                             5,104
<CURRENT-LIABILITIES>                                          0
<BONDS>                                                      644
<COMMON>                                                     298
                                          0
                                                    0
<OTHER-SE>                                                 1,665
<TOTAL-LIABILITY-AND-EQUITY>                               5,104
<SALES>                                                        0
<TOTAL-REVENUES>                                           1,322
<CGS>                                                          0
<TOTAL-COSTS>                                              1,219
<OTHER-EXPENSES>                                              41
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                            13
<INCOME-PRETAX>                                               63
<INCOME-TAX>                                                  24
<INCOME-CONTINUING>                                           39
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                                  39
<EPS-PRIMARY>                                                .34
<EPS-DILUTED>                                                  0
<FN>
Receivables are reported net of applicable allowances.
</FN>

        

</TABLE>


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