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                                                                    Exhibit 4.10

                              DECLARATION OF TRUST
                              --------------------

     DECLARATION OF TRUST, dated as of November 29, 2001, between Halliburton
Company, a Delaware corporation, as sponsor (the "Sponsor"), Chase Manhattan
Bank USA, National Association, as Delaware trustee (the "Delaware Trustee"),
and Susan S. Keith, John M. Allen and Bruce A. Metzinger, as administrative
trustees (the "Administrative Trustees" and collectively with the Delaware
Trustee, the "Trustees"). The Sponsor and the Trustees hereby agree as follows:

     1.   The trust created hereby (the "Trust") shall be known as "Halliburton
Capital Trust I", in which name the Trustees, or the Sponsor to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

     2.   The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trustees hereby acknowledge receipt of such amount
from the Sponsor, which amount shall constitute the initial trust estate. The
Trustees hereby declare that they will hold the trust estate for the Sponsor. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
ss.ss. 3801 et seq. (the "Business Trust Act"), and that this document
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust in the office
of the Secretary of State of the State of Delaware in the form attached hereto.
The Trust is hereby established by the Sponsor and the Trustees for the purposes
of (i) issuing preferred securities ("Preferred Securities") representing
undivided beneficial interests in the assets of the Trust in exchange for cash
and investing the proceeds thereof in debt securities of the Sponsor, (ii)
issuing and selling common securities ("Common Securities") representing
undivided beneficial interests in the assets of the Trust to the Sponsor in
exchange for cash and investing the proceeds thereof in additional debt
securities of the Sponsor and (iii) engaging in such other activities as are
necessary, convenient or incidental thereto.

     3.   The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and the Common Securities referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect to the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.

     4.   The Sponsor and the Trustees hereby authorize and direct the Sponsor,
as the sponsor of the Trust, (i) to prepare and file a Registration Statement
(including the Prospectus included therein and any Prospectus Supplement
relating thereto) relating to the Preferred Securities meeting the requirements
of the Securities Act of 1933, as amended (the "Securities Act"), and such other
forms or filings as may be required by the Securities Act, the Securities
Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as
amended, in each case relating to the Preferred Securities of the Trust; (ii) to
execute and file on behalf of the Trust, such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for

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service of process and other papers and documents that shall be necessary or
desirable to register or establish the exemption from registration of the
Preferred Securities of the Trust under the securities or "Blue Sky" laws of
such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; (iii) to execute and file an application, and all other applications,
statements, certificates, agreements and other instruments that shall be
necessary or desirable, to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market for listing or quotation of the
Preferred Securities of the Trust; (iv) to execute and deliver letters or
documents to, or instruments for filing with, a depository relating to the
Preferred Securities of the Trust; and (v) to execute, deliver and perform on
behalf of the Trust one or more underwriting agreements, purchase agreements,
dealer manager agreements, escrow agreements and other related agreements
providing for or relating to the sale of the Preferred Securities of the Trust.
It is hereby acknowledged and agreed that in connection with any execution,
filing or document referred to in clauses (i) to (v), inclusive, above, (A) any
Administrative Trustee (or his attorneys-in-fact and agents or the Sponsor as
permitted herein) is authorized on behalf of the Trust to execute and file such
document on behalf of the Trust and (B) the Delaware Trustee shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the New York Stock
Exchange or any other national stock exchange or the Nasdaq National Market or
state securities or blue sky laws, and in such case only to the extent so
required.

     5.   This Declaration of Trust may be executed in one or more counterparts.

     6.   The number of Trustees initially shall be four (4) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor which may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further, that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity that
has its principal place of business in the State of Delaware and meets any other
requirements imposed by applicable law. Subject to the foregoing, the Sponsor is
entitled to appoint or remove without cause any Trustee at any time. Any Trustee
may resign upon 30 days prior notice to the Sponsor; provided, however, that the
Delaware Trustee may resign immediately upon notice to the Sponsor if the
Delaware Trustee is required to execute on behalf of the Trust any document or
to join in any filing pursuant to the provisions of paragraph 4 hereof and, upon
giving such notice, the Delaware Trustee shall not be required to execute on
behalf of the Trust any such document or to join in any such filing; provided,
further, that no resignation of the Delaware Trustee shall be effective until a
successor Delaware Trustee has been appointed and has accepted such appointment
by instrument executed by such successor Delaware Trustee and delivered to the
Trust, the Sponsor and the resigning Delaware Trustee.

     7.   To the fullest extent permitted by applicable law, the Sponsor agrees
to indemnify (i) the Delaware Trustee, (ii) any affiliate of the Delaware
Trustee, and (iii) any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Delaware
Trustee (each of the persons or entities in (i) to (iii), inclusive, being
referred to as an "Indemnified Person") for, and to hold each Indemnified Person
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or

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trusts hereunder, including the costs and expenses (including reasonable legal
fees and expenses) of defending itself against, or investigating, any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The indemnity obligation set forth in this paragraph 7 shall
survive the termination of this Declaration. The Delaware Trustee shall not have
any of the powers or duties of the trustees set forth herein, except as required
under the Business Trust Act. The Delaware Trustee shall be a trustee hereunder
for the sole and limited purpose of fulfilling the requirements of Section
3807(a) of the Business Trust Act.

     8.   The Trust may terminate without issuing any Trust Securities at the
election of the Sponsor.

     9.   This Declaration shall be governed by the laws of the State of
Delaware, without regard to conflict of laws principles.

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

                                      HALLIBURTON COMPANY,
                                      as Sponsor



                                      By:  /s/Susan S. Keith
                                        ----------------------------------------
                                         Name: Susan Keith

                                           Title: Vice President and Secretary

                                      CHASE MANHATTAN BANK USA,
                                      NATIONAL ASSOCIATION
                                      as Delaware Trustee



                                      By: /s/Denis Kelly
                                         ---------------------------------------
                                         Name: Denis Kelly
                                         Title: Assistant Vice President



                                       /s/Susan S. Keith
                                      ------------------------------------------
                                      Susan S. Keith, as Trustee



                                       /s/John M Allen
                                      ------------------------------------------
                                      John M. Allen, as Trustee



                                       /s/Bruce A. Metzinger
                                      ------------------------------------------
                                      Bruce A. Metzinger, as Trustee


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