HALLIBURTON CO
10-Q, 1996-05-14
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, 1996

                                       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 April 22, 1996 - 114,800,307


<PAGE>
<TABLE>
<CAPTION>
                                INDEX
                                                                                                Page No.
<S>                                                                                             <C>
     PART I.    FINANCIAL INFORMATION

     Item 1.    Financial Statements

                Condensed Consolidated Balance Sheets at March 31, 1996 and
                  December 31, 1995                                                                   2

                Condensed Consolidated Statements of Income for the three
                  months ended March 31, 1996 and 1995                                                3

                Condensed Consolidated Statements of Cash Flows for the three
                  months ended March 31, 1996 and 1995                                                4

                Notes to Condensed Consolidated Financial Statements                              5 - 7

     Item 2.    Management's Discussion and Analysis of
                   Financial Condition and Results of Operations                                  8 - 9

    PART II.    OTHER INFORMATION

     Item 6.    Listing of Exhibits and Reports on Form 8-K                                          10

  Signatures                                                                                         11

   Exhibits:    Computation of earnings per common share for the three
                   months ended March 31, 1996 and 1995                                              12

                Financial data  schedule for the quarter  ended March 31,
                   1996  (included  only in the copy of this report filed
                   electronically with the Commission).                                              13

</TABLE>
                                       1
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.
<TABLE>
                               HALLIBURTON COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                       (In millions of dollars and shares)
<CAPTION>
                                                                     March 31     December 31
                                                                       1996          1995
                                                                   ------------  ------------
<S>                                                               <C>            <C>
                            ASSETS
Current assets:
Cash and equivalents                                               $       99.0  $      174.9
Receivables:
 Notes and accounts receivable                                          1,350.5       1,157.3
 Unbilled work on uncompleted contracts                                   248.5         233.7
                                                                   ------------  ------------
  Total receivables                                                     1,599.0       1,391.0
Inventories                                                               303.0         251.5
Deferred income taxes                                                     132.1         137.5
Other current assets                                                      101.4          95.0
                                                                   ------------  ------------
  Total current assets                                                  2,234.5       2,049.9

Property, plant and equipment,
 less accumulated depreciation of $2,241.0 and $2,225.8                 1,093.4       1,111.2
Equity in and advances to related companies                               126.5         115.4
Excess of cost over net assets acquired                                   206.0         207.5
Deferred income taxes                                                       2.4           5.6
Other assets                                                              154.8         157.0
                                                                   ------------  ------------
  Total assets                                                     $    3,817.6  $    3,646.6
                                                                   ============  ============
             LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term notes payable                                           $      145.0  $        4.8
Current maturities of long-term debt                                        0.1           5.2
Accounts payable                                                          347.0         357.3
Accrued employee compensation and benefits                                109.7         151.8
Advance billings on uncompleted contracts                                 377.8         301.8
Income taxes payable                                                       85.1          95.8
Other current liabilities                                                 234.7         239.4
                                                                   ------------  ------------
  Total current liabilities                                             1,299.4       1,156.1

Long-term debt                                                            200.0         200.0
Reserve for employee compensation and benefits                            272.7         262.8
Deferred credits and other liabilities                                    261.1         277.9
                                                                   ------------  ------------
  Total liabilities                                                     2,033.2       1,896.8
                                                                   ------------  ------------
Shareholders' equity:
Common stock, par value $2.50 per share -
 authorized 200.0 shares, issued 119.0 and 119.1 shares                   297.6         297.6
Paid-in capital in excess of par value                                    202.4         199.4
Cumulative translation adjustment                                         (29.3)        (28.0)
Retained earnings                                                       1,454.2       1,431.4
                                                                   ------------  ------------
                                                                        1,924.9       1,900.4
Less 4.2 and 4.6 shares of treasury stock, at cost                        140.5         150.6
                                                                   ------------  ------------
  Total shareholders' equity                                            1,784.4       1,749.8
                                                                   ------------  ------------
Total liabilities and shareholders' equity                         $    3,817.6  $    3,646.6
                                                                   ============  ============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                       2
<PAGE>
<TABLE>
                               HALLIBURTON COMPANY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                 (In millions of dollars except per share data)
<CAPTION>
                                                                     Three Months
                                                                    Ended March 31
                                                              --------------------------
                                                                  1996          1995
                                                              ------------  ------------
<S>                                                           <C>           <C>
Revenues
  Energy services                                             $      663.3  $      569.0
  Engineering and construction services                              998.1         704.9
                                                              ------------  ------------
     Total revenues                                           $    1,661.4  $    1,273.9
                                                              ============  ============
Operating income
  Energy services                                             $       67.3  $       52.3
  Engineering and construction services                               22.3          15.7
  General corporate                                                   (8.8)         (6.3)
                                                              ------------  ------------
    Total operating income                                            80.8          61.7

Interest expense                                                      (4.9)        (12.8)
Interest income                                                        3.0           8.5
Foreign currency gains                                                 1.0           4.7
Other nonoperating income, net                                         0.5           0.1
                                                              ------------  ------------
Income from continuing operations before
  income taxes and minority interest                                  80.4          62.2
Provision for income taxes                                           (29.0)        (23.8)
Minority interest in net (income) loss of subsidiaries                 0.1          (0.1)
                                                              ------------  ------------

Income from continuing operations                                     51.5          38.3

Income from discontinued operations, net of income taxes                 -           0.8
                                                              ------------  ------------

Net income                                                    $       51.5  $       39.1
                                                              ============  ============

Average number of common and common share
  equivalents outstanding                                            115.4         114.3

Income per share
  Continuing operations                                       $       0.45  $       0.33
  Discontinued operations                                                -          0.01
                                                              ------------  ------------
  Net income                                                  $       0.45  $       0.34
                                                              ============  ============

Cash dividends paid per share                                 $       0.25  $       0.25

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

                                       3
<PAGE>
<TABLE>
                               HALLIBURTON COMPANY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (In millions of dollars)
<CAPTION>
                                                                      Three Months
                                                                     Ended March 31
                                                               ------------------------
                                                                   1996         1995
                                                               -----------  -----------
<S>                                                            <C>          <C>
Cash flows from operating activities:
  Net income                                                   $      51.5  $      39.1
  Adjustments to reconcile net income to net cash
     from operating activities:
      Depreciation and amortization                                   59.1         59.2
      Provision for deferred income taxes                              3.0          3.8
      Net income from discontinued operations                            -         (0.8)
      Other non-cash items                                           (20.3)       (20.4)
      Other changes, net of non-cash items:
        Receivables                                                 (208.7)       (25.3)
        Inventories                                                  (51.6)       (14.4)
        Accounts payable                                               2.5         49.0
        Other working capital, net                                    32.8        (28.1)
      Other, net                                                     (32.9)       (67.2)
                                                               -----------  -----------
  Total cash flows from operating activities                        (164.6)        (5.1)
                                                               -----------  -----------
Cash flows from investing activities:
  Capital expenditures                                               (41.6)       (41.8)
  Sales of property, plant and equipment                              13.4         12.4
  Purchases of businesses                                             (0.3)        (5.9)
  Other investing activities                                          (0.5)        (5.5)
                                                               -----------  -----------
  Total cash flows from investing activities                         (29.0)       (40.8)
                                                               -----------  -----------
Cash flows from financing activities:
  Payments on long-term borrowings                                    (5.0)        (5.1)
  Borrowings (repayments) of short-term debt                         140.3        (10.8)
  Payments of dividends to shareholders                              (28.7)       (28.5)
  Proceeds from exercises of stock options                            10.8          0.7
  Other financing activities                                           1.3         (0.3)
                                                               -----------  -----------
  Total cash flows from financing activities                         118.7        (44.0)
                                                               -----------  -----------
Effect of exchange rate changes on cash                               (1.0)         0.6
                                                               -----------  -----------
Decrease in cash and equivalents                                     (75.9)       (89.3)
Cash and equivalents at beginning of year                            174.9        375.3
                                                               -----------  -----------
Cash and equivalents at end of period                          $      99.0  $     286.0
                                                               ===========  ===========

Cash payments during the period for:
  Interest                                                     $       9.9  $      11.5
  Income taxes                                                         7.9          6.2

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

                                       4
<PAGE>


                               HALLIBURTON COMPANY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1. Management Representation
      The  Company  employs  accounting  policies  that are in  accordance  with
generally accepted  accounting  principles in the United States. The preparation
of  financial  statements  in  conformity  with  generally  accepted  accounting
principles  requires  Company  management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Ultimate results could differ from those estimates.
      The accompanying  unaudited condensed  consolidated  financial  statements
present information in accordance with generally accepted accounting  principles
for  interim  financial  information  and  the  instructions  to Form  10-Q  and
applicable  rules  of  Regulation  S-X.  Accordingly,  they do not  include  all
information or footnotes  required by generally accepted  accounting  principles
for complete  financial  statements and should be read in  conjunction  with the
Company's 1995 Annual Report on Form 10-K.
      In the  opinion of the  Company,  the  financial  statements  include  all
adjustments  necessary to present fairly the Company's  financial position as of
March 31, 1996,  and the results of its  operations and cash flows for the three
months ended March 31, 1996 and 1995.  The results of  operations  for the three
months  ended March 31, 1996 and 1995 may not be  indicative  of results for the
full year.  In connection  with the  discontinuance  of the Company's  insurance
segment,  the Company has adopted a classified  balance  sheet  format.  Certain
prior year  amounts  have been  reclassified  to conform  with the current  year
presentation.

Note 2. Inventories
<TABLE>
<CAPTION>
                                            March    December 31
                                             1996        1995
                                         ----------   ----------
                                           Millions of dollars
<S>                                      <C>          <C>
Sales items                              $     87.3   $     85.2
Supplies and parts                            152.9        121.7
Work in process                                44.2         27.1
Raw materials                                  18.6         17.5
                                         ----------   ----------
     Total                               $    303.0   $    251.5
                                         ==========   ==========
</TABLE>

      About one-third 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 $19.3 million and $18.3  million  higher than
reported at March 31, 1996, and December 31, 1995, respectively.

Note 3. General and Administrative Expenses
      General and  administrative  expenses were $35.6 million and $37.1 million
for the three months ended March 31, 1996 and 1995, respectively.

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.


                                       5
<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
                                               1996        1995
                                           ----------- -----------
                                              Millions of dollars
<S>                                        <C>         <C>
Revenues                                   $      41.5 $      58.9
                                           =========== ===========
Operating income                           $      19.7 $      15.7
                                           =========== ===========
Net income                                 $      13.2 $      10.0
                                           =========== ===========
</TABLE>

      Included in the  Company's  revenues  for the three months ended March 31,
1996 and 1995 are equity in income of related  companies  of $21.1  million  and
$13.8 million, respectively.

Note 6. 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 one 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), 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 this
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 third  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.  At the
present time Brown & Root cannot determine the extent of its liability,  if any,
for remediation costs on any reasonably practicable basis.
      The  Company  and its  subsidiaries  are  parties to various  other  legal
proceedings.  Although the ultimate  dispositions  of such  proceedings  are not
presently  determinable,  in the opinion of the Company any  liability  that may
ensue will not be material in relation to the  consolidated  financial  position
and results of operations of the Company.


                                       6
<PAGE>


Note 7.  Discontinued Operations
     On January 23,  1996,  the  Company  spun-off  its  property  and  casualty
insurance  subsidiary,  Highlands  Insurance Group,  Inc. (HIGI),  in a tax-free
distribution  to  holders of  Halliburton  Company  common  stock.  Each  common
shareholder of the Company  received one share of common stock of HIGI for every
ten shares of  Halliburton  Company  common  stock.  Approximately  11.4 million
common shares of HIGI were issued in conjunction with the spin-off.

     The following  summarizes  the results of  operations  of the  discontinued
operations:

<TABLE>
<CAPTION>
                                                 Three Months
                                              Ended March 31, 1995
                                                 --------------
                                              Millions of dollars
<S>                                              <C>
      Revenues                                   $       55.9
                                                 ==============
      Income before income taxes                 $        1.0
      Provision for income taxes                         (0.2)
                                                 --------------
      Net income from discontinued operations    $        0.8
                                                 ==============
</TABLE>



                                      7
<PAGE>

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

BUSINESS ENVIRONMENT

      The Company  operates in over 100 countries  around the world to provide a
variety of energy services and engineering and construction services. Operations
in  some   countries  may  be  affected  by  unsettled   political   conditions,
expropriation  or other  governmental  actions and exchange control and currency
problems. Legislation is currently pending in the United States Congress seeking
to impose  sanctions on foreign  companies and their affiliates who make certain
investments in petroleum  resources in Iran or Libya or sell certain products or
technology  which  enhance  the  ability of those  countries  to  develop  their
petroleum  resources.  If such pending  legislation  becomes enacted into law it
could adversely impact the Company's ability to provide services and/or products
to some of its foreign  customers,  including the  cessation of  operations  and
trading by certain  foreign  subsidiaries  of the Company with customers in such
countries.  At the present time it is not possible to determine  the exact terms
of pending  legislation  which may become  law or their  impact on the  Company.
However,  in such event it is possible  that the Company may lose the ability to
realize the value of equipment and other assets,  including accounts receivable,
associated  with such business and that such loss may be material to the results
of operations of the Company for some future period.

RESULTS OF OPERATIONS

Revenues
      Consolidated  revenues  increased  30% to  $1,661.4  million  in the first
quarter of 1996 compared with $1,273.9  million in the same quarter of the prior
year. Approximately 53% of the Company's consolidated revenues were derived from
international  activities  in the first  quarter of 1996  compared to 52% in the
first quarter of 1995. Consolidated  international revenues increased 33% in the
first quarter of 1996 over the first quarter of 1995. Consolidated United States
revenues  increased  by 28% in the first  quarter of 1996  compared to the first
quarter of 1995.
      Energy Services  revenues  increased by 17% compared with a 2% increase in
drilling  activity as measured  by the  worldwide  rotary rig count for the same
quarter of the prior year.  International  revenues increased by 16%, reflecting
growth in all product and service lines in the  Europe/Africa  and Latin America
markets.  United States revenues increased 18% while the United States rig count
remained relatively unchanged from the same quarter of the prior year.
      Engineering and  Construction  Services  revenues  increased 42% to $998.1
million  compared with $704.9  million in the same quarter of the prior year due
primarily to higher activity levels in the pulp and paper,  energy and chemicals
industries as well as a service contract with the U.S.  Department of Defense to
provide technical and logistical support for military peacekeeping operations in
Bosnia.

Operating income
      Consolidated  operating income increased 31% to $80.8 million in the first
quarter of 1996  compared  with $61.7  million in the same  quarter of the prior
year.  Approximately  56% of the  Company's  consolidated  operating  income was
derived from  international  activities in the first quarter of 1996 compared to
53% in the first quarter of 1995.
      Energy  Services  operating  income  increased 29% to $67.3 million in the
first  quarter of 1996  compared  with $52.3  million in the same quarter of the
prior  year.  The  operating  margin  for the  first  quarter  of 1996 was 10.1%
compared to the prior year  operating  margin of 9.2%. The increase in operating
income in 1996 is primarily  related to higher activity levels in North America,
from deepwater drilling in the Gulf of Mexico; Latin America,  primarily related
to Brazil,  Mexico, and Venezuela;  and Europe/Africa,  primarily related to the
North Sea, Algeria and Nigeria.
      Engineering and  Construction  Services  operating income increased 42% to
$22.3 million  compared to $15.7 million in the first quarter of the prior year.
Operating  margins  were  2.2% for both the 1996 and 1995  first  quarters.  The
increase in operating  income is primarily  related to improved  performance  in
international marine construction activities.


                                      8
<PAGE>

Nonoperating items
      Interest  expense  decreased to $4.9 million in the first  quarter of 1996
compared to $12.8 million in the same quarter of the prior year due primarily to
the  redemption  of the  zero  coupon  convertible  subordinated  debentures  in
September  1995,  and the  redemption of the $42.0 million term loan in December
1995.
      Interest  income  decreased  in 1996  primarily  due to  lower  levels  of
invested cash due mainly to the redemption of long-term debt.
      Foreign  currency gains were $1.0 million for the first quarter of 1996 as
compared to $4.7 for the same quarter in 1995. The prior year quarter  benefited
from a $7.7 million  realized gain in Nigeria from the  devaluation of the naira
offset by losses primarily related to the Mexican peso.

Net income
      Net  income  from  continuing  operations  in the  first  quarter  of 1996
increased  35% to $51.5  million,  or 45 cents per  share,  compared  with $38.3
million, or 33 cents per share, in the same quarter of the prior year.

LIQUIDITY AND CAPITAL RESOURCES

      The Company ended the first quarter of 1996 with cash and  equivalents  of
$99.0 million, a decrease of $75.9 million from the end of 1995.

Operating activities
      Cash flows used in operating  activities  were $164.6 million in the first
three  months of 1996,  as compared to $5.1 million in the first three months of
1995.  The major  operating  activity  use of cash was to fund  working  capital
requirements  related to increased  revenues  especially the service contract to
provide technical and logistical support for military peacekeeping operations in
Bosnia.

Financing activities
      Cash flows from  financing  activities  were  $118.7  million in the first
three months of 1996  compared to use of $44.0 million in the first three months
of 1995. The Company  borrowed $140.0 million in short-term  funds consisting of
commercial paper in the first three months of 1996 to fund cash requirements.
      The Company has the ability to borrow additional  short-term and long-term
funds if necessary.

DISCONTINUED OPERATIONS

      The Company  completed  its exit from the insurance  industry  business on
January 23,  1996,  with  distribution  of the  Company's  property and casualty
insurance subsidiary,  Highlands Insurance Group, Inc., to its shareholders in a
tax-free  spin-off.  The  operations of the Insurance  Services  Group have been
classified as discontinued operations.

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
one of such  sites  will not have a material  adverse  effect on the  results of
operations of the Company. See Note 6 to the financial statements for additional
information on the one site.


                                      9
<PAGE>

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits

      (11)  Statement regarding computation of earnings per share.

      (27)  Financial  data  schedule  for the  quarter  ended  March  31,  1996
            (included only in the copy of this report filed  electronically with
            the Commission).

(b)   Reports on Form 8-K

      During the first quarter of 1996:

      A Current  Report was filed on Form 8-K dated January 24, 1996,  reporting
      on Item 5. Other Events,  regarding press releases dated January 23, 1996,
      announcing the completion of the spin-off of Highlands  Insurance and 1995
      fourth quarter results.

      A Current Report was filed on Form 8-K dated February 16, 1996,  reporting
      on Item 5. Other  Events,  regarding a press  release  dated  February 15,
      1996, announcing the first quarter dividend.

      A Current Report was filed on Form 8-K dated March 25, 1996,  reporting on
      Item 5. Other  Events,  regarding a press  release  dated March 25,  1996,
      announcing the registrant's naming of Celeste Colgan as Vice President for
      Human Resources.

      During the second quarter of 1996 to the date hereof:

      A Current Report was filed on Form 8-K dated April 10, 1996,  reporting on
      Item 5. Other  Events,  regarding  a press  release  dated  April 8, 1996,
      announcing  the  alliance  of BP,  Brown & Root,  and others to design and
      build the surface production facility for BP's Schiehallion Field.

      A Current Report was filed on Form 8-K dated April 25, 1996,  reporting on
      Item 5. Other  Events,  regarding  a press  release  dated April 22, 1996,
      announcing first quarter results.

      A Current Report was filed on  Form 8-K  dated  May 7, 1996,  reporting on
      Item 5. Other  Events,  regarding  a  press  release  dated  May 6,  1996,
      announcing  the  installation  of  first  multi-lateral  system  with full
      re-entry access.


                                       10
<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 14, 1996            By  /s/        David J. Lesar
       ----------------------           ----------------------------------

                                                    David J. Lesar
                                                Executive Vice President
                                                Chief Financial Officer




Date         May 14, 1996            By  /s/       Scott R. Willis
       ----------------------           ----------------------------------
                                                   Scott R. Willis
                                                     Controller
                                            Principal Accounting Officer






                                       11


                               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, 1996 and 1995, is submitted  in  accordance with  Regulation S-K
item 601 (b) (11).

<TABLE>
<CAPTION>
                                                                Three Months
                                                               Ended March 31
                                                          -----------------------
                                                             1996         1995
                                                          ----------  -----------
Primary:                                               Millions of dollars except
                                                             per share data
<S>                                                       <C>          <C>       
  Net income                                              $     51.5   $     39.1

  Average number of common and common share
     equivalents outstanding                                   115.4        114.3

  Primary net income per share                            $     0.45   $     0.34

- ---------------------------------------------------------------------------------

Fully Diluted:
  Net income                                              $     51.5   $     39.1
  Add after-tax interest expense applicable to
     Zero Coupon Convertible Subordinated
      Debentures due 2006                                        0.0          3.4
                                                          ----------  -----------
   Adjusted net income                                    $     51.5   $     42.5

   Adjusted average number of shares outstanding               115.6        119.3

   Fully diluted earnings per share                       $     0.45  $      0.36

<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>

                                       12

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                                                      5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE HALLIBURTON COMPANY CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996, 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-31-1996
<PERIOD-END>                            MAR-31-1996
<CASH>                                                        99
<SECURITIES>                                                   0
<RECEIVABLES>                                              1,599
<ALLOWANCES>                                                   0
<INVENTORY>                                                  303
<CURRENT-ASSETS>                                           2,235
<PP&E>                                                     3,334
<DEPRECIATION>                                             2,241
<TOTAL-ASSETS>                                             3,818
<CURRENT-LIABILITIES>                                      1,299
<BONDS>                                                      200
<COMMON>                                                     298
                                          0
                                                    0
<OTHER-SE>                                                 1,486
<TOTAL-LIABILITY-AND-EQUITY>                               3,818
<SALES>                                                        0
<TOTAL-REVENUES>                                           1,661
<CGS>                                                          0
<TOTAL-COSTS>                                              1,545
<OTHER-EXPENSES>                                               0
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                             5
<INCOME-PRETAX>                                               80
<INCOME-TAX>                                                  29
<INCOME-CONTINUING>                                           52
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                                  52
<EPS-PRIMARY>                                               0.45
<EPS-DILUTED>                                               0.45


<FN>
  Receivables are presented net of allowances.
</FN>
        

<LEGEND>                                       13
[/LEGEND]

</TABLE>


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