HALLIBURTON CO
8-K, 1996-07-29
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                  JULY 23, 1996

                               Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                      Commission                IRS Employer
jurisdiction                        File Number               Identification
of incorporation                                              Number

Delaware                             1-3492                   No. 73-0271280

                               3600 Lincoln Plaza
                             500 North Akard Street
                            Dallas, Texas 75201-3391
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 214/978-2600






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         INFORMATION TO BE INCLUDED IN REPORT

Item 5.  Other Events

         The registrant  may, at its option,  report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.

         (a) On July  23,  1996,  registrant  issued  a press  release  entitled
Halliburton  1996  Second  Quarter  Earnings  Increase  pertaining,  among other
things, to an announcement that registrant  reported net income of $67.1 million
and earnings per share of $.58 per share for the 1996 second quarter,  increases
of 19  percent  and 18  percent,  respectively,  compared  to the 1995  quarter.
Excluding 1995 second quarter  earnings from  registrant's  insurance  business,
which was spun-off to Halliburton  shareholders at the beginning of 1996, second
quarter 1996 net income was 22 percent higher than the prior year quarter.

         (b) On July 25, 1996 registrant  also issued a press released  entitled
Halliburton-Cairn  Energy  Contract-To-Produce  announcing  that  registrant and
Cairn Energy PLC have entered  into a  contract-to-produce  agreement to develop
the Sangu natural gas field, located in Bangladesh's offshore Block 16.

         The foregoing summary is subject to the full text of the press releases
with respect  thereto,  a copy of which are attached hereto as Exhibit 20, which
exhibit is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         List below the financial  statements,  pro forma financial  information
and exhibits, if any, filed as part of this report.

         (c)   Exhibits.

               Exhibit 20 - Press releases dated July 23,1996 and July 25,1996.








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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                     HALLIBURTON COMPANY




Date:    July 29, 1996                            By: _______________________
                                                         Robert M. Kennedy
                                                        Vice President-Legal



























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                                  EXHIBIT INDEX



Exhibit                                                           Sequentially
Number                     Description                            Numbered Page

  20                       Press Release of
                           July 23, 1996                             5 of 9
                           Incorporated by Reference

                           Press Release of
                           July 25, 1996                            10 of 11
                           Incorporated by Reference



























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FOR IMMEDIATE RELEASE            Contact-Guy T. Marcus
July 23, 1996                            Vice President-Inv. Rel.
                                         (214) 978-2691

HALLIBURTON 1996 SECOND QUARTER EARNINGS INCREASE

     DALLAS,  Texas -- Halliburton  Company (NYSE:HAL) today reported net income
of $67.1  million and  earnings  per share of $.58 per share for the 1996 second
quarter, increases of 19 percent and 18 percent,  respectively,  compared to the
1995  quarter.  Excluding  1995  second  quarter  earnings  from  the  company's
insurance  business,  which was  spun-off  to  Halliburton  shareholders  at the
beginning of 1996, second quarter 1996 net income was 22 percent higher than the
prior  year  quarter.   The  higher  1996   quarterly   earnings  are  primarily
attributable  to  substantial  improvement  by  the  company's  Energy  Services
business segment.

     The  Halliburton  Energy  Services  business  segment's 1996 second quarter
revenues  improved to $721.5 million,  an increase of 15 percent compared to the
1995 second quarter. Stronger natural gas business activities helped to increase
revenues  in the United  States by 18 percent,  compared  to last year's  second
quarter, while international revenues were 12 percent higher.

     Halliburton Energy Services' operating income increased to $92.1 million in
the 1996  second  quarter,  up 30  percent  from a year  earlier.  Profitability


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improved in both the United States and the rest of the world.  Operating margins
widened to 12.8 percent in the 1996 second  quarter,  compared to 11.3 percent a
year earlier.

     The  Engineering  and  Construction  business  segment,   operated  by  the
Company's  Brown & Root  subsidiary,  generated 1996 second quarter  revenues of
$1,055.3 million, a 37 percent increase compared to the prior year quarter.  The
strong increase  resulted from activity  relating to a number of substantial new
civil,  government,  petroleum and chemical,  manufacturing and industrial,  and
energy services projects. Revenues expanded 19 percent in the United States, but
the  growth  was  principally  driven  by  a  59  percent  revenue  increase  in
international  locations.  International  revenues now account for 53 percent of
the segment's total revenues.

     Engineering and Construction's  operating income totalled $26.4 million for
the 1996 second quarter.  During the quarter,  Brown & Root recorded $32 million
of operating  income from a  gain-sharing  alliance for the  successful  results
generated  from the BP Andrew  project in the North Sea. The gain was  partially
offset by a $16 million  accrual for the  impairment  of the value of its equity
investment  in  the  Dulles  Toll  Road.  Operating  income  margins  were  also
constricted by increased bid proposal costs for work yet to be awarded, start-up
mobilization  costs on new contracts and new multi-year  contracts that have not
progressed far enough to recognize profits.


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     Dick Cheney,  Halliburton  Company's  chief  executive  officer,  said, "In
addition to the company's strong second quarter earnings,  substantial  progress
was made on a number of other fronts that should  contribute to future corporate
growth and shareholder value.

     "During  the  quarter   Energy   Services   installed   the  world's  first
multi-lateral completion system featuring connectivity,  isolation and access in
a single system.  The system provides for more economical  recovery of reserves.
This is one of a  number  of new  technologies  which  hold  significant  future
promise.

     "Brown & Root's project management of an alliance team contributed to first
oil flowing from the BP Andrew field in the North Sea in June, some seven months
ahead of schedule and about $125 million,  or 22 percent,  under the  sanctioned
budget.  This  success has helped to open  discussions  on a wide range of other
alliances and integrated services contracts, some of which will come to fruition
this year.

     "Also,  during the second quarter  Halliburton  announced  plans to acquire
Landmark Graphics  Corporation,  the leading supplier of integrated  exploration
and production information systems and professional  consulting services for the
petroleum   industry.   The  strategic   acquisition  of  Landmark  will  enable
Halliburton to deliver an increased array of integrated solutions to customers.


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     "These  are some  of the  many  achievements  which give me  optimism about
Halliburton's opportunities for 1996 and the future."

     Halliburton  Company  is one  of the  world's  largest  diversified  energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton  provides a broad range of energy services and products,  industrial
and marine engineering and construction services.




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<TABLE>
<CAPTION>
                               HALLIBURTON COMPANY

                            Quarter Ended      Six Months Ended
                               June 30             June 30
                         --------- ---------  --------- ---------
                            1996      1995       1996      1995
                         --------- ---------  --------- ---------
                       Millions of dollars except per share data
<S>                      <C>       <C>        <C>       <C>
Revenues
 Energy services         $  721.5  $  629.6   $1,384.8  $1,198.6
 Engineering and
  construction services   1,055.3     768.0    2,053.4   1,472.9
                         --------- ---------  --------- ---------
    Total revenues       $1,776.8  $1,397.6   $3,438.2  $2,671.5
                         ========= =========  ========= =========
Operating income
 Energy services         $   92.1  $   71.0   $  159.4  $  123.3
 Engineering and
  construction services      26.4      33.3       48.7      49.0
 General corporate           (8.4)     (7.3)     (17.2)    (13.6)
                         --------- ---------  --------- ---------
 Total operating income     110.1      97.0      190.9     158.7

Interest expense             (5.8)    (12.3)     (10.7)    (25.1)
Interest income               2.5       5.7        5.5      14.2
Foreign currency
  gains (losses)             (3.0)     (1.6)      (2.0)      3.1
Other nonoperating, net      (0.6)     (0.6)         -      (0.6)
                         --------- ---------  --------- ---------
Income from continuing operations
 before income taxes        103.2      88.2      183.7     150.3

Provision for
 income taxes               (36.1)    (33.4)     (65.1)    (57.2)
                         --------- ---------  --------- ---------
Income from continuing
 operations                  67.1      54.8      118.6      93.1

Income from discontinued
 operations, net of
 income taxes                   -       1.4          -       2.2
                         --------- ---------  --------- ---------
Net income               $   67.1  $   56.2   $  118.6  $   95.3
                         ========= =========  ========= =========

Income per share: *
 Continuing operations   $   0.58  $   0.48   $   1.03  $   0.81
 Discontinued operations        -      0.01          -      0.02
 Net income                  0.58      0.49       1.03      0.83

Average common and common share
 equivalents outstanding    115.6     114.4      115.5     114.4

*  Per share  amounts are based upon  average  number of common and common share
   equivalents outstanding.
</TABLE>


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FOR IMMEDIATE RELEASE      Contact - Guy T. Marcus
July 25, 1996                        Vice President-Inv. Rel.
                                     (214) 978-2691

            HALLIBURTON-CAIRN ENERGY CONTRACT-TO-PRODUCE

     DALLAS,  Texas --  Halliburton  Company  (NYSE-HAL)  announced  today  that
Halliburton  and  Cairn  Energy  PLC  have  entered  into a  contract-to-produce
agreement  to  develop  the Sangu  natural  gas field,  located in  Bangladesh's
offshore Block 16.

     Cairn,  as operator of Block 16, will form an  integrated  management  team
with  Halliburton to optimize  field  development  and operations  through their
combined  expertise.  Cairn and Halliburton  have also entered into an agreement
which may widen the scope of their  cooperation  to areas  outside  Sangu.  This
agreement includes the potential for a regional pipeline.

     In order to  align  the  interests  of  Halliburton  and  Cairn  under  the
contract-to-produce,  Halliburton  has  also  agreed  to  acquire  a 25  percent
interest  in the Sangu  field.  The Cairn  group  currently  holds a 100 percent
interest in Block 16. In February 1996 Cairn  announced  that its first offshore
exploration well in Block 16, Sangu-1, tested gas from two zones at a rate of 82
Mmscfd.  The  natural  gas flow rate is the  highest  recorded in the history of
Bangladesh.  Subsequently, Cairn drilled an appraisal well, Sangu-2. These wells
confirmed the potential to develop Sangu.  The field will supply natural gas for
the Bangladesh market with first gas targeted for production in 1998.


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     The  contract-to-produce  agreement is  conditional  upon  approvals by the
government of Bangladesh and  PetroBangla,  the state-owned oil and gas company.
Dick Cheney,  Halliburton's chief executive officer,  said, "This is an exciting
opportunity  to  support  Cairn  as  its  development  and  operations  partner.
Halliburton Company is committed to adding value to our partner's assets through
the  integration of both Brown & Root's  engineering,  construction  and project
management  capabilities and Halliburton Energy Services' subsurface  expertise.
We  are  entering  the  Sangu  field  in  line  with  our  experience  -- at the
development and production services level."

     Bill Gammell, chief executive of Cairn, commented,  "The strategic alliance
with Halliburton as Cairn's  co-venturer and developer  enables Cairn to draw on
additional   resources  and  technical   expertise,   while  enabling  Cairn  to
concentrate  on adding  further value through an active  exploration  program in
Bangladesh."

     Cairn Energy PLC is an  international  exploration  and production  company
headquartered in Edinburgh,  Scotland.  Cairn's strategy for exploration focuses
on  international  opportunities,  particularly  in Far  Eastern and South Asian
countries.

     Halliburton  Company  is one  of the  world's  largest  diversified  energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton  provides a broad range of energy services and products,  industrial
and marine engineering and construction services.

                                   # # #

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