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                                                                     EXHIBIT 4.2


                                                                  EXECUTION COPY








                               HALLIBURTON COMPANY

                                                   as Issuer

                                       and

                               JPMORGAN CHASE BANK

                                                   as Trustee

                                   ----------

                          THIRD SUPPLEMENTAL INDENTURE

                          Dated as of January 26, 2004

                                   ----------

                 $500,000,000 Senior Notes due January 26, 2007



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                  THIRD SUPPLEMENTAL INDENTURE dated as of January 26, 2004
between Halliburton Company, a Delaware corporation (the "Company"), and
JPMorgan Chase Bank, as trustee (the "Trustee").

                                   WITNESSETH:

                  WHEREAS, the Company has heretofore entered into an Indenture,
dated as of October 17, 2003 (the "Original Indenture"), with the Trustee, as
supplemented by a First Supplemental Indenture, dated as of October 17, 2003
(the "First Supplemental Indenture"), and a Second Supplemental Indenture, dated
as of December 15, 2003 (together with the First Supplemental Indenture, the
"Supplemental Indentures");

                  WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by the Supplemental
Indentures and this Third Supplemental Indenture, is herein called the
"Indenture";

                  WHEREAS, under the Original Indenture, a new series of
Securities may at any time be established pursuant to a supplemental indenture
executed by the Company and the Trustee;

                  WHEREAS, the Company desires to issue $500,000,000 aggregate
principal amount of Notes (as defined below), which will be a new series of
Securities under the Indenture; and

                  WHEREAS, all conditions necessary to authorize the execution
and delivery of this Third Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or performed.

                  NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to
the following provisions:

                  Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Original Indenture.

                                    ARTICLE I
                                    THE NOTES

                  SECTION 1.01 Establishment and Terms

                  There is hereby established a new series of Securities to be
issued under the Indenture, to be designated as the Company's Senior Notes due
2007 (the "Notes"). The Notes are being sold initially by the Company pursuant
to Rule 144A under the Securities Act of 1933, as amended (the "Act").

                  The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited. The Notes that
are to be authenticated and delivered on the


                                      -1-
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date hereof (the "Initial Notes") will be in an aggregate principal amount of
$500,000,000. The Notes shall be issued in definitive fully registered form
without coupons.

                  With respect to any additional Notes the Company elects to
issue under this Indenture (the "Additional Notes"), the Company shall set forth
in an Officer's Certificate the following information:

                  (i)      the aggregate principal amount of such Additional
                           Notes to be authenticated and delivered pursuant to
                           this Indenture;

                  (ii)     the issue price and the issue date of such Additional
                           Notes, including the date from which interest shall
                           accrue; and

                  (iii)    whether such Additional Notes shall be a Note that
                           constitutes a "restricted security" within the
                           meaning of Rule 144(a)(3) of the Securities Act (a
                           "Restricted Note") or a Note that is not a Restricted
                           Note (an "Unrestricted Note); provided, however, that
                           the Trustee shall be entitled to request and
                           conclusively rely on an opinion of counsel with
                           respect to whether any Note constitutes a Restricted
                           Note.

                  For purposes of the Indenture, Notes will not be deemed to be
Additional Notes unless the maturity date, Interest Payment Dates, record date
and interest rate are identical to the Initial Notes. The Initial Notes and the
Additional Notes shall be considered collectively as a single class for all
purposes of this Indenture. Holders of the Initial Notes and the Additional
Notes will vote and consent together on all matters to which such Holders are
entitled to vote or consent as one class, and none of the Holders of the Initial
Notes or the Additional Notes shall have the right to vote or consent as a
separate class on any matter to which such Holders are entitled to vote or
consent.

                  The Notes shall be issued in the form of one or more Global
Securities in substantially the form set out in Exhibit A and as further
provided in Article II. The initial Depositary with respect to the Notes shall
be The Depository Trust Company ("DTC").

                  All payments of principal, premium (if any) and interest on
the Notes shall be made in accordance with Sections 2.14 and 4.01 of the
Original Indenture. No Additional Amounts will be payable on the Notes.

                  SECTION 1.02 Maturity, Payment of Principal and Interest. The
Notes will mature on January 26, 2007. The Notes will bear interest for each
Interest Period at a rate determined by the Calculation Agent. The interest rate
on the Notes for a particular Interest Period will be a per annum rate equal to
the Three-Month LIBOR Rate, as determined on the Interest Determination Date,
plus 0.75%, for each interest period. The Interest Periods with respect to the
Notes are: January 27 though April 26; April 27 through July 26; July 27 through
October 26; and October 27 through January 26, except that the first Interest
Period with respect to the Initial Notes will be from January 26, 2004 through
April 26, 2004. The Interest Determination Date with respect to the Notes will
be the second London Business Day preceding the commencement of an Interest
Period, except that the Interest Determination Date for the first Interest
Period with respect to the Initial Notes will be January 22, 2004. Interest will
be


                                      -2-
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calculated on the basis of the actual number of days in an interest period and a
360-day year. Dollar amounts resulting from such calculation will be rounded
down to the nearest cent, with one-half cent being rounded upward. The interest
rate for the first Interest Period with respect to the Initial Notes is 1.87%.

                  The Interest Payment Dates with respect to the Notes will be
January 26, April 26, July 26 and October 26 of each year. The first Interest
Payment Date with respect to the Initial Notes will be April 26, 2004. Interest
shall be paid to the Person in whose name the applicable Note is registered at
the close of business on January 1, in the case of a January 26 Interest Payment
Date, April 1, in the case of a April 26 Interest Payment Date, July 1, in the
case of a July 26 Interest Payment Date and October 1, in the case of an October
26 Interest Payment Date. Interest on the Initial Notes will accrue from January
26, 2004, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for.

                  The following definitions are used in the calculation of the
interest rate:

                  "Three-Month LIBOR Rate" means the rate for deposits in
amounts of at least $1,000,000 U.S. dollars for the 3-month period commencing on
the applicable Interest Determination Date which appears on Telerate Page 3750
at approximately 11:00 a.m., London time, on the second London banking day prior
to the applicable Interest Reset Date. If Telerate page 3750 is replaced by
another service or ceases to exist, the Calculation Agent (after consultation
with the Company) will use the replacing service or such other service that may
be nominated by the British Bankers' Association for the purpose of displaying
such rate for U.S. dollar deposits. If this rate does not appear on Telerate
Page 3750 at approximately 11:00 a.m London time, on the second London banking
day prior to the applicable Interest Reset Date, the Calculation Agent will
determine the rate on the basis of the rates at which deposits in U.S. dollars
are offered by four major banks in the London interbank market (selected by the
Calculation Agent) to prime banks in the London interbank market for a period of
three months commencing on that Interest Determination Date and in a principal
amount equal to an amount not less than $1,000,000 that is representative for a
single transaction in such market at such time. In such case, the Calculation
Agent will request the principal London office of each of the aforesaid major
banks to provide a quotation of such rate. If at least two such quotations are
provided, the rate for that Interest Determination Date will be the arithmetic
average of the quotations, and, if fewer than two quotations are provided as
requested, the Calculation Agent will select three major banks in The City of
New York to provide a quotation of the rate offered by them at approximately
11:00 a.m., New York City time, on the Interest Determination Date for loans in
U.S. dollars to leading European banks for a period of three months commencing
on that Interest Determination Date and in a principal amount equal to an amount
not less than $1,000,000 that is representative of a single transaction in such
market at such time. If three quotations are provided, the rate for that
Interest Determination Date will be the arithmetic average of the three rates
quoted; otherwise, the rate for that Interest Determination Date will be set
equal to the rate of LIBOR for the then-current interest period.

                  A London banking day is any day in which dealings in U.S.
dollars are transacted in the London interbank market.


                                      -3-
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                  "Telerate Page 3750" means the display page so designated on
the Telerate Service (or such other page as may replace such page on that
service for the purpose of displaying London interbank offered rates of major
banks). The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.

                  SECTION 1.03 Denominations. The Notes shall be issued in
denominations of $1,000 or any integral multiple thereof.

                  SECTION 1.04 No Sinking Fund. The Notes will not be subject to
a sinking fund.

                  SECTION 1.05 Optional Redemption. At January 26, 2005 and at
any Interest Payment Date thereafter, the Notes will be redeemable, in the
Company's sole discretion, in whole or in part, in principal amounts of $1,000
or any integral multiple of $1,000 for an amount equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest to the
Redemption Date.

                  In the event of any such redemption, interest will accrue up
to and including the Redemption Date. Unless there is a default in payment of
the Redemption Price on and after the Redemption Date, interest will cease to
accrue on the Notes or portions thereof called for redemption.

                  SECTION 1.06 Transfer Restrictions. The Notes shall be subject
to the restrictions on transfer and exchange set forth in Section 2.01, which
restrictions on transfer and exchange shall amend, supplement, modify or
supersede those contained in Article II of the Original Indenture to the extent
applicable.

                  SECTION 1.07 Paying Agent and Calculation Agent. The Company
initially appoints the Trustee as Paying Agent and as Calculation Agent with
respect to the Notes (the "Calculation Agent").

                  SECTION 1.08 Calculation of Interest Rate by the Calculation
Agent. The Calculation Agent will calculate the interest rate applicable to the
Notes for each Interest Period in accordance with the provisions of this Article
I. Promptly upon determination, the Calculation Agent will inform the Trustee
and the Company of the interest rate for the next Interest Period. Absent
manifest error, the determination of the interest rate by the Calculation Agent
shall be binding and conclusive on all Holders of Notes, the Trustee and the
Company. Upon request by any Holder of Notes, the Calculation Agent will provide
notice of the interest rate in effect on the Notes for the then-current Interest
Period and, if it has been determined, the interest rate to be in effect for the
next succeeding Interest Period.

                                   ARTICLE II
                 RESTRICTIONS ON TRANSFER AND EXCHANGE OF NOTES

                  SECTION 2.01 Form; Restrictions on Transfer and Exchange.

                  The Initial Notes are being offered and sold by the Company
pursuant to a Purchase Agreement, dated January 21, 2004, among the Company,
Citigroup Global Markets


                                      -4-
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Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc. and the other initial
purchasers named therein. The Initial Notes and any Additional Notes (if issued
with transfer restrictions) (the "Restricted Notes") will be resold initially
only to (A) qualified institutional buyers (as defined in Rule 144A under the
Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than
U.S. Persons (as defined in Regulation S under the Act ("Regulation S")) in
reliance on Regulation S. Such Restricted Notes may thereafter be transferred
to, among others, QIBs, purchasers in reliance on Regulation S and institutional
"accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under
the Securities Act) who are not QIBs ("IAIs") in accordance with Rule 501 of the
Securities Act in accordance with the procedure described herein.

                  Restricted Notes offered and sold to qualified institutional
buyers in the United States of America in reliance on Rule 144A shall be issued
in the form of a permanent Global Security, without interest coupons,
substantially in the form of Exhibit A (the "Rule 144A Securities"), deposited
with the Trustee, as custodian for DTC, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The Rule 144A Securities
may be represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Securities may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for DTC or its nominee, as hereinafter provided.

                  Initial Notes and Additional Notes offered and sold outside
the United States of America (the "Regulation S Notes") in reliance on
Regulation S shall be issued in the form of a permanent Global Security, without
interest coupons, substantially in the form of Exhibit A (the "Regulation S
Global Securities"), deposited with the Trustee, as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Regulation S Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Regulation S Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
DTC or its nominee, as hereinafter provided.

                  Each Regulation S Global Note will be deposited with, or on
behalf of, a custodian for DTC for credit to the respective accounts of the
purchasers (or to such other accounts as they may direct) on behalf of the
Euroclear S.A. N.V., as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream"). Prior to the 40th day
after the later of the commencement of the offering of the Notes and January 26,
2004 (such period through and including such 40th day, the "Restricted Period"),
interests in the Regulation S Temporary Global Notes may only be held through
Euroclear or Cedel (as indirect participants in DTC) unless exchanged for
interests in the Rule 144A Securities.

                  Initial Notes and Additional Notes resold to IAIs (the
"Institutional Accredited Investor Notes") in the United States of America shall
be issued in the form of a permanent Global Security, without interest coupons,
substantially in the form of Exhibit A (the "Institutional Accredited Investor
Global Security"), deposited with the Trustee, as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. A transfer of an Institutional Accredited Investor Note shall be made
upon receipt by the Trustee


                                      -5-
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or its agent of a certificate substantially in the form set forth in Exhibit D
from the proposed transferee and, if requested by the Company or the Trustee,
the delivery of an opinion of counsel, certification and/or other information
satisfactory to each of them. The Institutional Accredited Investor Global Note
may be represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Institutional Accredited
Investor Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

                  Securities issued in exchange for interests in the Rule 144A
Notes, the Regulation S Notes and the Institutional Accredited Investor Notes
will be issued in the form of a permanent Global Security, without interest
coupons, substantially in the form of Exhibit A, and deposited with the Trustee
as hereinafter provided (the "Exchange Global Securities"). The Exchange Global
Securities may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate.

                  Upon any sale or transfer of a Restricted Note (x) pursuant to
Rule 144, (y) pursuant to an effective registration statement under the
Securities Act or (z) pursuant to any other available exemption (other than Rule
144A) from the registration requirements of the Securities Act and as a result
of which, in the case of a Security transferred pursuant to this clause (z),
such Security shall cease to be a "restricted security" within the meaning of
Rule 144, the Trustee shall permit the beneficial owner thereof to transfer such
beneficial interest to a transferee who shall take such interest in the form of
a beneficial interest in an unrestricted Global Security and shall rescind any
restriction on transfer of such beneficial interest; provided, however, that the
owner of such beneficial interest shall, in connection with such transfer,
comply with the other applicable provisions of this Article II.

                  Upon the exchange, registration of transfer or replacement of
Securities not bearing the legends with respect to restrictions on transfer set
forth in Exhibit A, the Company shall execute and the Trustee shall authenticate
and deliver Securities that do not bear such legend and which do not have a
Assignment Form attached thereto.

                  The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage, in addition to those set forth on
Exhibit A. The Company and the Trustee shall approve the forms of the Securities
and any notation, endorsement or legend on them. Each Security shall be dated
the date of its authentication. The terms of the Securities set forth in Exhibit
A are part of the terms of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to be bound by such terms.


                                      -6-
<PAGE>

                  SECTION 2.02 Exchanges Among the Global Notes. Transfers by an
owner of a beneficial interest in a Rule 144A Security to a transferee who takes
delivery of such interest through a Regulation S Global Note, whether before or
after the expiration of the Restricted Period, will be made only upon receipt by
the Trustee of a certification from the transferor substantially in the form of
Exhibit B.

                  Prior to the expiration of the Restricted Period, transfers by
an owner of a beneficial interest in a Regulation S Global Note to a transferee
who takes delivery of such interest through the applicable Rule 144A Security
will be made only in accordance with applicable procedures and upon receipt by
the Trustee of a written certification from the transferor of the beneficial
interest substantially in the form of Exhibit C.

                                   ARTICLE III
                                  MISCELLANEOUS

                  SECTION 3.01 Trustee Matters. The recitals in this Third
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Securities and of this Third Supplemental Indenture
as fully and with like effect as if set forth herein in full.

                  SECTION 3.02 Ratification. The Original Indenture is in all
respects ratified and confirmed, and the Original Indenture and this Third
Supplemental Indenture shall be read, taken and construed as one and the same
instrument; provided that, in case of conflict between this Third Supplemental
Indenture and the Original Indenture, this Third Supplemental Indenture shall
control.

                  SECTION 3.03 Counterpart Originals. This Third Supplemental
Indenture may be simultaneously executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.

                  SECTION 3.04 Performance by DTC, Euroclear or Cedel. Neither
the Company nor the Trustee will have any responsibility for the performance of
DTC, Euroclear or Cedel, or any of their participants, direct or indirect, of
their respective obligations under the rules and procedures governing their
operations.

                  SECTION 3.05 Effect of Headings. The Article and Section
headings herein have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms or provisions hereof.

                  SECTION 3.06 Governing Law. This Third Supplemental Indenture
and the Notes shall be governed by and construed in accordance with the law of
the State of New York.

                  SECTION 3.07 Provisions for the Sole Benefit of Parties and
Holders. Nothing in the Indenture, as supplemented, amended and modified by this
Third Supplemental Indenture, or in the Notes, expressed or implied, is intended
or shall be construed to confer upon, or to give or grant to, any person or
entity, other than the Company, the Trustee, the Paying Agent, the Calculation
Agent and the registered owners of the Notes, any legal or equitable right,


                                      -7-
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remedy or claim under or by reason of the Indenture or any covenant, condition
or stipulation hereof, and all covenants, stipulations, promises and agreements
in the Indenture contained by and on behalf of the Company shall be for the sole
and exclusive benefit of the Company, the Trustee, the Paying Agent, the
Calculation Agent and the registered owners of the Notes.


                                      -8-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the day and year first above
written.

                                          HALLIBURTON COMPANY, as Issuer


                                          By:   /s/ C. Christopher Gaut
                                              ----------------------------------
                                              Name: C. Christopher Gaut
                                              Title: Executive Vice President
                                                     and Chief Financial Officer

                                          JPMORGAN CHASE BANK, as Trustee


                                          By:      /s/ Frank W. McCreary
                                              ----------------------------------
                                              Name: Frank W. McCreary
                                              Title: Trust Officer



<PAGE>


                                    EXHIBIT A
                                  FORM OF NOTE

                               [FACE OF SECURITY]



                                                                   [Global Note]
                                                             [Certificated Note]

                  [THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD, OR DELIVERED, EXCEPT AS PERMITTED BELOW.

                  NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE (AS
DEFINED HEREAFTER).](1)

                  [UNTIL THIS SECURITY IS SOLD PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, IT SHALL BEAR THE FOLLOWING LEGEND:]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THESE SECURITIES
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT or outside
the United States in compliance with Regulation S of the Securities Act, and, in
each case, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER JURISDICTION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE



----------

(1) To be included in a Regulation S Temporary Global Note.


<PAGE>

ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                  THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
(OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT.

                  [IF THIS SECURITY HAS BEEN TRANSFERRED PURSUANT TO REGULATION
S, IT SHALL BEAR THE FOLLOWING LEGEND:]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.

                  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT
IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS ACCEPTANCE
HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) (THE "RESALE RESTRICTION
TERMINATION DATE"), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S, (E) TO AN



<PAGE>


INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D), (E)
OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN THE CASE OF THE
FOREGOING CLAUSE (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS
BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B)
THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                  BY ITS ACQUISITION OF THIS SECURITY THE HOLDER THEREOF WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE
ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE
ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OF PLANS,
INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION
4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR
PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE ("SIMILAR
LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE "PLAN
ASSETS" OF SUCH PLANS, ACCOUNTS OR ARRANGEMENTS, OR (II) THE PURCHASE AND
HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION
UNDER ANY APPLICABLE SIMILAR LAWS.

                  THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION
(OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT.


<PAGE>

                  [IF THIS SECURITY IS TO BE A GLOBAL NOTE, IT SHALL BEAR THE
FOLLOWING LEGEND:]

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.

                  [FOR AS LONG AS THIS GLOBAL SECURITY IS DEPOSITED WITH OR ON
BEHALF OF THE DEPOSITORY TRUST COMPANY IT SHALL BEAR THE FOLLOWING LEGEND:]

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO HALLIBURTON COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


<PAGE>


                               HALLIBURTON COMPANY

                              SENIOR NOTES due 2007

No. ___                                                      CUSIP No. _________
                                                                               $

                  Halliburton Company, a Delaware corporation (the "Issuer"),
for value received promises to pay to _________ or registered assigns, the
principal sum of_______________ Dollars[, or such greater or lesser amount as
indicated on the Schedule I hereto,](2) on January 26, 2007.

                  Interest Payment
                  Dates:            January 26, April 26, July 26 and October 26

                  Record Dates:     January 1, April 1, July 1 and October 1

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  IN WITNESS WHEREOF, the Issuer has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

Dated:
       ----------------

                                          HALLIBURTON COMPANY


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:

Certificate of Authentication:

This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.

JPMORGAN CHASE BANK, as Trustee


By:                                                    Dated:
    --------------------------------                           -----------------
         Authorized Signatory


----------

(2) To be included in any Global Note.


<PAGE>


                              [REVERSE OF SECURITY]

                               HALLIBURTON COMPANY

                              Senior Notes due 2007

                  This Security is one of a duly authorized issue of Senior
Notes Due 2007 (the "Securities") of Halliburton Company, a Delaware corporation
(the "Issuer"). The Issuer issued the Securities under an Indenture dated as of
October 17, 2003 between the Issuer and the Trustee, as supplemented by the
Third Supplemental Indenture dated as of January 26, 2004 (the "Indenture").
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture.

         1. Interest. The Issuer promises to pay interest on the principal
amount of this Security from January 26, 2004 until maturity. The Securities
shall bear interest at the Three-Month LIBOR Rate, as determined by the
Calculation Agent on each Interest Determination Date, plus 0.75%, for each
Interest Period, until paid or duly provided for. The Issuer will pay interest
quarterly on January 26, April 26, July 26 and October 26 of each year, or, if
any such day is not a Business Day, on the next succeeding Business Day;
provided that if there is no existing Default in the payment of interest, and if
this Security is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be April 26, 2004. Interest on the Securities will
accrue from the most recent Interest Payment Date on which interest has been
paid or, if no interest has been paid, from January 26, 2004. The Three-Month
LIBOR Rate will be reset quarterly on each Interest Determination Date. Interest
payments for the Securities shall be computed and paid on the basis of a 360-day
year and the actual number of days in each interest period.

         2. Method of Payment. The Issuer will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Issuer will pay
the principal of and interest on the Securities in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Such amounts shall be payable at the offices of the Trustee or
any Paying Agent, provided that at the option of the Issuer, the Issuer may pay
such amounts (1) by wire transfer with respect to Securities represented by a
Global Note or (2) by check payable in such money mailed to a Holder's
registered address with respect to any Securities.

         3. Paying Agent, Calculation Agent and Registrar. Initially, JPMorgan
Chase Bank (the "Trustee"), the Trustee under the Indenture, will act as Paying
Agent and Registrar and as Calculation Agent. The Issuer may change any Paying
Agent, Calculation Agent, Registrar, co-registrar, additional paying agent or
calculation agent without notice to any Holder. The Issuer or any of the
Issuer's subsidiaries may act in any such capacity.

         4. Indenture. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"), as in effect on the date of execution of the Indenture.


<PAGE>

The Securities are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of such terms. The Securities are
unsecured senior obligations of the Issuer and rank equally with all of the
Issuer's existing and future unsecured indebtedness. The Indenture provides for
the issuance of other series of debt securities thereunder.

         5. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Securities during the period between a record date and the corresponding
Interest Payment Date.

         6. Optional Redemption. No sinking fund is provided for the Securities.
At January 26, 2005 and at any Interest Payment Date thereafter, the Securities
will be redeemable, in the Issuer's sole discretion, in whole or in part, in
principal amounts of $1,000 or any integral multiple of $1,000 for an amount
equal to 100% of the principal amount of the Security to be redeemed, plus
accrued and unpaid interest to the Redemption Date. In the event of any such
redemption, interest will accrue up to and including the Redemption Date. Unless
there is a default in payment of the Redemption Price on and after the
Redemption Date, interest will cease to accrue on the Security or portions
thereof called for redemption. The Notes are not redeemable by the Issuer at any
time.

         7. Persons Deemed Owners. The registered Holder of a Security shall be
treated as its owner for all purposes.

         8. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented by
the Issuer and the Trustee with the written consent (including consents obtained
in connection with a tender offer or exchange offer for the Securities of any
one or more series or all series or a solicitation of consents in respect of the
Securities of any one or more series or all series, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
of each series (but the terms of such solicitation may vary from series to
series)) of the Holders of at least a majority in principal amount of the then
outstanding Securities of all series under the Indenture affected by such
amendment or supplement (acting as one class), and any existing or past Default
or Event of Default under, or compliance with any provision of, the Indenture
may be waived (other than any continuing Default or Event of Default in the
payment of the principal of, premium (if any) or interest on the Securities) by
the Holders of at least a majority in principal amount of the then outstanding
Securities of any series or of all series (acting as one class) in accordance
with the terms of the Indenture. The Issuer and the Trustee may amend or
supplement the Indenture or the Securities or waive any provision of either, to:

                  (1) cure any ambiguity, omission, defect or inconsistency;

                  (2) evidence the assumption by a Successor of the Issuer's
         obligations under the Indenture and the Securities;

                  (3) provide for uncertificated Securities in addition to or in
         place of certificated Securities or to provide for the issuance of
         bearer securities (with or without coupons);


<PAGE>

                  (4) provide any security for the Securities or to add
         guarantees of, or additional obligors on, the Securities;

                  (5) comply with any requirement in order to effect or maintain
         the qualification of the Indenture under the TIA;

                  (6) add to the covenants of the Issuer for the benefit of the
         Holders of the Securities, or to surrender any right or power conferred
         by the Indenture upon the Issuer;

                  (7) add any additional Events of Default with respect to the
         Securities;

                  (8) change or eliminate any of the provisions of the
         Indenture, provided that any such change or elimination shall become
         effective only when there are no outstanding Securities of any series
         that are adversely affected in any material respect by such changes in
         or elimination of such provisions;

                  (9) establish the form or terms of securities of any series as
         permitted by the Indenture;

                  (10) supplement any of the provisions of the Indenture to such
         extent as shall be necessary to permit or facilitate the defeasance and
         discharge of the Securities pursuant to the Indenture, provided that
         any such action shall not adversely affect the interest of the Holders
         of the Securities of any series in any material respect;

                  (11) evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities and to
         add to or change any of the provisions of this Indenture as shall be
         necessary to provide for or facilitate the administration of the trusts
         thereunder by more than one Trustee, pursuant to the requirements of
         the Indenture; or

                  (12) make any other change that does not adversely affect the
         rights of any Holder of any series of Securities under the Indenture.

                  The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the obligation of the
Issuer to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date fixed in accordance with the terms of the Indenture.

         Without the consent of each Holder affected, the Issuer may not:

                  (1) reduce the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (2) reduce the rate of or change the time for payment of
         interest, including default interest, on any Security;

                  (3) change the Stated Maturity of any Security;


<PAGE>

                  (4) change the coin or currency or currencies (including
         composite currencies) in which any Security or any premium or interest
         with respect thereto are payable;

                  (5) impair the right to institute suit for the enforcement of
         any payment of principal of, premium (if any) or interest on any
         Security pursuant to Sections 6.07 and 6.08 of the Indenture, except as
         limited by Section 6.06 of the Indenture;

                  (6) make any change in the percentage of principal amount of
         Securities necessary to waive compliance with certain provisions of the
         Indenture pursuant to Section 6.04 or 6.07 of the Indenture or make any
         change in Section 9.02(8) of the Indenture; or

                  (7) waive a continuing Default or Event of Default in the
         payment of principal of, premium (if any) or interest on the
         Securities.

                  A supplemental indenture that changes or eliminates any
covenant or other provision of the Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities under the
Indenture, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the Holders of the Securities.

         9. Defaults and Remedies. Events of Default are defined in the
Indenture and with respect to the Securities generally include:

                  (1) default by the Issuer in the payment of any interest on
         the Securities when the same becomes due and payable and such default
         continues for a period of 30 days;

                  (2) default by the Issuer in any payment of principal of or
         premium (if any) on the Securities when the same becomes due and
         payable;

                  (3) default by the Issuer in observing or performing any of
         its other covenants or agreements in, or provisions of, the Securities
         or the Indenture which shall not have been remedied within 60 days
         after written notice to the Issuer by the Trustee or to the Issuer and
         Trustee by the holders of at least 25% in aggregate principal amount of
         the Securities then outstanding affected by such default;

                  (4) default by the Issuer on a scheduled payment at maturity,
         in the aggregate principal amount of $125 million or more, after the
         expiration of any applicable grace period, of any Indebtedness or the
         acceleration of any Indebtedness of the Issuer in such aggregate
         principal amount, so that it becomes due and payable prior to the date
         on which it would otherwise have become due and payable and such
         payment default is not cured or such acceleration is not rescinded
         within 30 days after notice to the Issuer in accordance with the terms
         of the Indebtedness; or

                  (5) certain events involving bankruptcy, insolvency or
         reorganization affecting the Issuer.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of the outstanding
Securities affected by such default


<PAGE>

(or, in the case of an Event of Default described in clause (5) above, if
outstanding Securities of other series are affected by such Default, then at
least 25% in principal amount of the then outstanding Securities so affected),
may declare the principal of and interest on all the Securities to be
immediately due and payable, except that in the case of an Event of Default
arising from certain events of bankruptcy, insolvency or reorganization
affecting the Issuer, all outstanding Securities become due and payable
immediately without further action or notice by the Trustee or any Holder. The
amount due and payable upon the acceleration of any Security is equal to 100% of
the principal amount thereof plus accrued interest to the date of payment.
Holders may not enforce the Indenture or the Securities except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding
Securities may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or may direct the Trustee in its
exercise of any trust or power conferred on the Trustee. The Trustee may
withhold from Holders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding notice is in
their interests. The Issuer must furnish an annual compliance certificate to the
Trustee.

         10. Discharge Prior to Maturity. The Indenture with respect to the
Securities shall be discharged and canceled upon the payment of all of the
Securities issued thereunder and shall be discharged except for certain
obligations upon the irrevocable deposit with the Trustee of funds or Government
Obligations sufficient for such payment.

         11. Trustee Dealings with the Issuer. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Issuer or its Affiliates, and may otherwise deal with the
Issuer or its Affiliates, as if it were not Trustee.

         12. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Issuer shall not have any liability for any
obligations of the Issuer under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the
Securities.

         13. Authentication. The Securities shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         14. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer has caused
CUSIP numbers to be printed on the Securities as a convenience to the Holders of
the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.

         15. Indenture to Control; Governing Law. In the case of any conflict
between the provisions of this Security and the Indenture, the provisions of the
Indenture shall control. The Indenture and the Securities shall be governed by
and construed under the laws of the State of New York.

         16. Successor Person. When a Successor assumes all the obligations of
its predecessor under the Securities and the Indenture in accordance with the
terms and conditions


<PAGE>

of the Indenture, the predecessor person will (except in certain circumstances
specified in the Indenture) be released from those obligations.

         17. Abbreviations and Definitions. Customary abbreviations may be used
in the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                  Halliburton Company
                  1401 McKinney, Suite 2400
                  Houston, Texas 77010
                  Telephone:  (713) 759-2600
                  Attention:  General Counsel


<PAGE>


                                   SCHEDULE A

                  The initial aggregate principal amount of Securities evidenced
by the Certificate to which this Schedule is attached is $___________. The
notations on the following table evidence decreases and increases in the
aggregate principal amount of Securities evidenced by such Certificate.

<Table>
<Caption>
                                                               Principal Amount of
                                                               Securities Remaining
Decrease in Principal             Increase in Principal       After Such Decrease or            Notation by
Amount of Securities              Amount of Securities               Increase               Security Registrar
---------------------             ---------------------       ----------------------        ------------------
<S>                               <C>                         <C>                           <C>






</Table>


<PAGE>


                                 ASSIGNMENT FORM


To assign this Security, fill in the form below: (I) or (we) assign and transfer
this Security to

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
as agent to transfer this Security on the books of the Issuer. The agent may
substitute another to act for him.


Date:                       Your Signature:
      -----------------                    -------------------------------------
                                           (Sign exactly as your name appears on
                                                the face of this Security)

Signature Guarantee:
                     -----------------------------------------------------------
                             (Participant in a Recognized Signature
                                   Guaranty Medallion Program)




                  This assignment relates to $_____ principal amount of Senior
Notes due 2007 of Halliburton Company held in (5)______ book-entry or (5) ______
definitive form by _____________________ (the "Transferor").

                  The Transferor has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is familiar with
the Indenture, as supplemented, relating to the above-captioned Notes and that
the transfer of this Note does not require registration under the Securities Act
(as defined below) because:(5)

         [ ] Such Note is being acquired for the Transferor's own account
without transfer.

         [ ] Such Note is being transferred to the Issuer.

         [ ] Such Note is being transferred pursuant to a registration statement
that has been declared effective under the Securities Act of 1933, as amended
(the "Securities Act").

         [ ] Such Note is being transferred to a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act), in accordance with Rule 144A
under the Securities Act.


----------

(5) Fill in blank or check appropriate box, as applicable


<PAGE>


         [ ] Such Note is being transferred pursuant to an exemption from
registration in accordance with Rule 904 of Regulation S under the Securities
Act, based upon an opinion of counsel if the Issuer or the Trustee so requests,
together with a certification in substantially the form of attached to the
Indenture.

         [ ] Such Note is being transferred to an institutional accredited
investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act), that has furnished to the Trustee a signed letter containing certain
representations and agreements as required by the Indenture.

         [ ] Such Note is being transferred pursuant to another available
exemption under the Securities Act.


                                       -----------------------------------------
                                       [INSERT NAME OF TRANSFEROR]


                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:
                                       Address:

Date:
     --------------------------



<PAGE>


                                    EXHIBIT B

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                       TRANSFERS PURSUANT TO REGULATION S

                                                  [Date]

JPMorgan Chase Bank, as Trustee

         Re:      Senior Notes due 2007 of Halliburton Company (the "Notes")


Dear Sir or Madam:

                  Reference is hereby made to the Indenture dated as of October
17, 2003, as amended and supplemented by the Third Supplemental Indenture
thereto, and as amended and supplemented from time to time thereafter (the
"Indenture") between Halliburton Company, as issuer, and JPMorgan Chase Bank, as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture. In connection with our proposed sale of $________
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                  (a) the offer of the Notes was not made to a person in the
United States;

                  (b) either (i) at the time the buy order was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or
(ii) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been pre-arranged with a buyer in the
United States;

                  (c) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;

                  (d) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act; and

                  (e) we are the beneficial owner of the principal amount of
Notes being transferred.

                  In addition, if the sale is made during a restricted period
and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
be.


                                      B-1
<PAGE>

                  You and the issuer are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                                              Very truly yours,

                                              [Name of Transferor]

                                              By:
                                                 -------------------------------


                  Authorized Signature            Signature Medallion Guaranteed


                                      B-2
<PAGE>

                                    EXHIBIT C

                  FORM OF TRANSFER CERTIFICATE FOR TRANSFER TO
                         QUALIFIED INSTITUTIONAL BUYERS

                                                  [Date]

JPMorgan Chase Bank, as Trustee

         Re:      Senior Notes due 2007 of Halliburton Company (the "Notes")

Dear Sir or Madam:

                  Reference is hereby made to the Indenture dated as of January
26, 2004, as amended and supplemented by the Third Supplemental Indenture
thereto, and as amended and supplemented from time to time thereafter (the
"Indenture") between Halliburton Company, as issuer, and JPMorgan Chase Bank, as
Trustee. Capitalized terms used but not defined herein shall have the meanings
given them in the Indenture. This letter relates to $___________ aggregate
principal amount of Notes which are held in the name of [name of transferor]
(the "Transferor") to effect the transfer of such Notes in exchange for an
equivalent beneficial interest in the Rule 144A Securities.

                  In connection with such request, and with respect to such
Notes, the Transferor does hereby certify that such Notes are being transferred
in accordance with (i) the transfer restrictions set forth in the Notes and (ii)
Rule 144A under the United States Securities Act of 1933, as amended ("Rule
144A"), to a transferee that the Transferor reasonably believes is purchasing
the Notes for its own account or an account with respect to which the transferee
exercises sole investment discretion, and the transferee, as well as any such
account, is a "qualified institutional buyer" within the meaning of Rule 144A,
in a transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.

                  You and the issuer are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


                                      C-1
<PAGE>

                                             Very truly yours,
                                             [Name of Transferor]


                                             By:
                                                --------------------------------


                  Authorized Signature            Signature Medallion Guaranteed


                                      C-2
<PAGE>


                                    EXHIBIT D

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                 TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS

                                                     [Date]

Halliburton Company
c/o JPMorgan Chase Bank
600 Travis, Suite 1150
Houston, Texas  77002
Attention:  Institutional Trust Services

Ladies and Gentlemen:

                  This certificate is delivered to request a transfer of
$__________ principal amount of the Senior Notes due January 26, 2007 (the
"Notes") of Halliburton Company (the "Company").

                  Upon transfer, the Notes would be registered in the name of
the new beneficial owner as follows:

                  Name: ____________________________________

                  Address: __________________________________

                  Taxpayer ID Number: ________________________

                  The undersigned represents and warrants to you that:

                  1. We are an institutional accredited investor (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional accredited investor at least $250,000 principal amount of
the Notes, and we are acquiring the Notes not with a view to, or for offer or
sale in connection with, any distribution in violation of the Securities Act. We
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Notes and we
invest in or purchase securities similar to the Notes in the normal course of
our business. We and any accounts for which we are acting are each able to bear
the economic risk of our or its investment.

                  2. We understand that the Notes have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(b) pursuant to a registration statement


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which has been declared effective under the Securities Act, (c) in a transaction
complying with the requirements of Rule 144A under the Securities Act ("Rule
144A"), to a person we reasonably believe is a qualified institutional buyer
under Rule 144A (a "QIB") that purchases for its own account or for the account
of a QIB and to whom notice is given that the transfer is being made in reliance
on Rule 144A, (d) pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act, (e) to an
institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3)
or (7) under the Securities Act that is purchasing for its own account or for
the account of such an institutional accredited investor, in each case in a
minimum principal amount of Notes of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Notes is proposed to be made pursuant to clause (e) above
prior to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to the
Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional accredited investor (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Notes pursuant to clause (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.

                  TRANSFEREE:
                             ----------------------

                  BY:
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