HALLIBURTON CO
8-K, 1999-01-27
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)

                                JANUARY 22, 1999

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

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

Delaware                              1-3492                 No. 75-2677995

                               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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<PAGE>


         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.

         On  January  22,  1999  registrant  issued  a  press  release  entitled
Halliburton  Enters  Agreement  to Divest LWD Business  pertaining,  among other
things,  to an  announcement  that registrant has entered into an agreement with
W-H Energy Services, Inc. for the sale of its  logging-while-drilling  (LWD) and
related  measurement-while-drilling (MWD) business known as PathFinder. The sale
is being made to comply with the consent decree registrant entered into with the
U.S.  Department  of Justice on  September  29,  1998 in order to  conclude  the
antitrust review of registrant's merger with Dresser Industries, Inc. Completion
of the sale of the PathFinder  business is subject to approval by the Department
of Justice. The sale is expected to be completed in March.

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 release dated January 22, 1999.







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<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 hereunto duly authorized.


                                 HALLIBURTON COMPANY




Date:    January 25, 1999        By:  /s/  Susan S. Keith
                                    ------------------------------
                                           Susan S. Keith
                                           Vice President and Secretary







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<PAGE>

                                  EXHIBIT INDEX


Exhibit                                                       Sequentially
Number                     Description                        Numbered Page

20                         Press Release of                   5 of 6
                           January 22, 1999
                           Incorporated by Reference



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FOR IMMEDIATE RELEASE           Contact: Guy T. Marcus
January 22, 1999                         Vice President-Investor Relations
                                         (214) 978-2691


               HALLIBURTON ENTERS AGREEMENT TO DIVEST LWD BUSINESS

         DALLAS, Texas -- Halliburton Company (NYSE:HAL) announced today that it
has entered into an  agreement  with W-H Energy  Services,  Inc. for the sale of
Halliburton's        logging-while-drilling        (LWD)       and       related
measurement-while-drilling  (MWD)  business  known as  PathFinder.  This sale is
being made to comply with the consent decree  Halliburton  entered into with the
U.S.  Department  of Justice on  September  29,  1998 in order to  conclude  the
antitrust review of Halliburton's merger with Dresser Industries, Inc.

         Completion  of the  sale  of the  PathFinder  business  is  subject  to
approval  by the  Department  of Justice.  It is expected  that the sale will be
completed in March. Halliburton and W-H did not disclose the terms of the sale.

         Following completion of the sale, Halliburton and W-H will cooperate in
an orderly  transition  of the  PathFinder  business  to W-H.  Halliburton  will
provide  separate LWD services  through its Sperry Sun business unit,  which was
acquired as part of the merger  with  Dresser.  In  addition,  Halliburton  will
continue to provide sonic LWD services using its existing technologies, which it
will share with PathFinder.

         W-H Energy Services, Inc. is a privately owned, Houston-based, oilfield
service company.  W-H, through its nine  subsidiaries,  provides a wide range of

                                     -more-

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<PAGE>

         Halliburton Company                                  page 2


oilfield  services  throughout the Gulf Coast including MWD services through its
subsidiary,  Thomas Energy Services. Following the completion of its acquisition
of  PathFinder,  W-H intends for  PathFinder  to continue its  operations in the
United States, the North Sea and other international locations.

         Halliburton  Company,  founded in 1919, is the world's largest provider
of products and services to the  petroleum  and energy  industries.  The company
serves its  customers  with a broad range of products and  services  through its
Energy Services Group, Engineering and Construction Group, and Dresser Equipment
Group business segments. In 1997 Halliburton conducted business with a workforce
of  approximately  100,000 in over 120 countries.  The company's  World Wide Web
site can be accessed at http://www.halliburton.com.

                                       ###

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