HALLIBURTON CO
8-K, 2000-12-22
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)

                                DECEMBER 21, 2000

                               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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         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  December  21,  2000  registrant  issued  a press  release  entitled
"Halliburton  Announces New Structure and Engineering and Construction  Changes"
pertaining,   among  other  things,  to  an  announcement  that  registrant  has
reorganized  its  engineering  and  construction  business  and will operate two
business  segments  in the  future.  The  segments  are the  Halliburton  Energy
Services Group and the  Engineering  and  Construction  Group.  Registrant  will
record  approximately  $120  million  after tax  charges in the  fourth  quarter
related  to  restructuring  and  charges  on  projects  of the  engineering  and
construction  businesses.  Both Brown & Root Energy Services and Kellogg Brown &
Root are impacted by the charges and  reorganization.  Registrant's goal for the
engineering and construction  business is to earn a 3 percent margin in 2001 and
between  3-5  percent  margin  in the  longer  term  given the  expected  market
conditions.  Registrant expects fourth quarter 2000 earnings to be between $0.25
and $0.27 per diluted share.  Registrant plans on being in negotiations with the
leading  bidders on the sale of its Dresser  Equipment  Group  business  unit in
early January.  Registrant also announced that it has now purchased in excess of
twenty  million  shares  of its  stock  under  the  previously  announced  stock
repurchase plan.

         In accordance with the Safe Harbor provisions of the Private Securities
Litigation Reform Act of 1995,  Halliburton  Company cautions that statements in
this press  release  which are  forward  looking  and which  provide  other than
historical  information  involve  risks and  uncertainties  that may  impact the
company's actual results of operations.  Please see Halliburton's  Form 10-Q for
the quarter ended September 30, 2000 for a more complete discussion of such risk
factors.

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 December 21, 2000.




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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:    December 22, 2000              By:  /s/ Lester L. Coleman
                                           ----------------------------------
                                                 Lester L. Coleman
                                                 Executive Vice President and
                                                 General Counsel






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<PAGE>

                                  EXHIBIT INDEX



Exhibit                                                       Sequentially
Number                     Description                        Numbered Page

20                         Press Release of                   5 of 7
                           December 21, 2000
                           Incorporated by Reference






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