Exhibit 4.1 Certificate of Elimination - Series A Preferred Stock


    Exhibit
      4.1

    


    


    


    CERTIFICATE
      ELIMINATING

    


    SERIES
      A
      JUNIOR PARTICIPATING PREFERRED STOCK

    


    OF

    


    HALLIBURTON
      COMPANY

    


    The
      undersigned, Margaret E. Carriere, does hereby certify that:

     

     

    1. The
      undersigned is the duly elected and acting Senior Vice President and Secretary
      of Halliburton Company, a Delaware corporation (the “Company”).

     

     

    2. Pursuant
      to authority conferred upon the Board of Directors of the Company by the
      Certificate of Incorporation of the Company, on September 8, 2005 the Board
      of
      Directors of the Company adopted the following resolutions by a unanimous vote,
      which resolutions relate to the previously-issued dividend of one right (each,
      a
“Right” and collectively, the “Rights”) in respect of each share of Common
      Stock, par value $2.50 per share, of the Company to purchase shares of Series
      A
      Junior Participating Preferred Stock, without par value, of the Company (“Series
      A Preferred Stock”) pursuant to a Rights Agreement, dated as of December 1,
      1996 (the “Rights Agreement”), between the Company and ChaseMellon Shareholder
      Services L.L.C., each such Right representing the right to purchase one
      two-hundredth of a share of Series A Preferred Stock upon the terms and subject
      to the conditions set forth in the Rights Agreement:

     

    


    “WHEREAS,
      the Board has determined that it would be desirable and in the best interests
      of
      the Company and its stockholders to eliminate the Series A Preferred Stock
      issuable upon the exercise of the Rights

     

    NOW,
      THEREFORE, BE IT:

     

    “RESOLVED,
      that the Company be, and hereby is, authorized and directed to file with the
      Secretary of State of the State of Delaware a certificate containing these
      resolutions, with the effect under the General Corporation Law of the State
      of
      Delaware of eliminating from the Certificate of Incorporation of this Company
      all matters set forth in the Certificate of Designation with respect to the
      Series A Preferred Stock; and be it further

     

    “RESOLVED,
      that the Authorized Officers of the Corporation be, and each of them hereby
      is,
      authorized and directed for and on behalf of the Company, to execute and deliver
      any and all certificates, agreements, instruments and other documents, and
      to
      take any and all steps and do any and all things which they may deem necessary
      or advisable in order to effectuate the purposes of each and all of the
      foregoing resolutions; and be it further

     

    


     

    “RESOLVED,
      that the Authorized Officers for purposes of these resolutions shall be the
      Executive Vice President and General Counsel, the Senior Vice President and
      Secretary and the Assistant Secretary and Assistant General Counsel of the
      Company.”

     

     

    3.  I
      further
      declare under penalty of perjury that the matters set forth in this
      Certificate
      are true
      and correct of my own knowledge.

     

    


    This
      Certificate was executed in Houston, Texas on December 16,
      2005.

     

    


     

    HALLIBURTON
      COMPANY

    


    


    


    By:
       /s/
      Margaret E. Carriere

    Name:
      Margaret E. Carriere

    Title:
      Senior Vice President and Secretary