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)

                                 MARCH 27, 2003

                               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


                               4100 Clinton Drive
                            Houston, Texas 77020-6299
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 713-676-3011



         INFORMATION TO BE INCLUDED IN REPORT

Item 9.  Regulation FD Disclosure

         On  March  27,  2003  registrant   issued  a  press  release   entitled
"Halliburton 2002 Fourth Quarter Adjustments."

         The text of the press release is as follows:

                  HALLIBURTON 2002 FOURTH QUARTER ADJUSTMENTS

HOUSTON  --  Halliburton  (NYSE:HAL)  announced  today  that  subsequent  to the
issuance of its 2002 fourth quarter earnings press release on February 20, 2003,
the Company recorded an additional $3 million expense, net of tax, to continuing
operations and an $11 million  expense,  net of tax, to discontinued  operations
for an overall  decrease  in net  income  for the fourth  quarter of 2002 of $14
million.  The $3 million  adjustment  to  continuing  operations  relates to the
results of a majority owned consolidated  foreign joint venture. The $11 million
adjustment  to  discontinued  operations  relates to a  reduction  in  estimated
insurance  recoveries  for  asbestos  and silica  claims and was the result of a
recent  announcement  regarding the financial  viability of an insurance carrier
that was voluntarily placed in rehabilitation.

In estimating the probable  insurance  recoveries related to asbestos and silica
liability  claims,  the Company with  assistance from Peterson  Consulting,  its
third  party  insurance  estimator,  assumed  that no  recovery  from  insolvent
carriers  would be  received.  On March 5,  2003,  the New  Hampshire  Insurance
Department announced that The Home Insurance Company had been voluntarily placed
in rehabilitation.  Based upon this announcement,  the Company believes The Home
Insurance  Company  should be treated as an  insolvent  carrier for  purposes of
computing  insurance  recoveries.  As a result,  the  Company  has  revised  the
estimate of probable insurance recoveries as of December 31, 2002 to exclude any
recoveries  from The Home  Insurance  Company  and has  recorded  an $11 million
expense,  net of tax, to discontinued  operations in 2002.  Although the Company
has adopted this accounting  treatment,  the Company will continue to pursue all
of its claims against all insolvent insurance carriers.

In addition, the Company recorded an aggregate $3 million expense, net of taxes,
related to one of its majority owned consolidated  foreign joint ventures in the
Engineering and Construction  segment,  which affected depreciation expense, tax
expense and minority interest expense.

After the effect of these  adjustments,  the Company's  fourth  quarter 2002 net
loss from continuing  operations remains at $0.30 per share,  unchanged from the
earnings per share previously announced for the fourth quarter. In addition, the
Company's  2002 fourth  quarter net income from  continuing  operations on a pro
forma basis  remains  unchanged at $0.24 per share.  Reconciliations  of the pro
forma financial  results and the adjusted  financial results are included in the
attached tables.



Halliburton,  founded  in  1919,  is one of the  world's  largest  providers  of
products and services to the petroleum and energy industries. The Company serves
its  customers  with a broad range of products and  services  through its Energy
Services Group and Engineering and  Construction  Group business  segments.  The
Company's World Wide Web site can be accessed at www.halliburton.com.





                                                          HALLIBURTON COMPANY
                                                   Consolidated Statements of Income
                                                              (Unaudited)

                                                           Quarter Ended               Twelve Months Ended
                                                            December 31                    December 31
                                                    ----------------------------    ---------------------------
                                                       2002            2001            2002            2001
                                                    ------------    ------------    ------------    -----------
                                                            Millions of dollars except per share data
                                                                                        
Revenues
Energy Services Group                                $   1,714        $ 1,913        $   6,836        $ 7,811
Engineering and Construction Group                       1,634          1,259            5,736          5,235
                                                    ------------    ------------    ------------    -----------
         Total revenues                              $   3,348        $ 3,172        $  12,572        $13,046
                                                    ============    ============    ============    ===========

Operating income
Energy Services Group                                $     199        $   258        $     638        $ 1,036
Engineering and Construction Group                        (189)            27             (685)           111
General corporate                                          (31)           (13)             (65)           (63)
                                                    ------------    ------------    ------------    -----------
         Total operating income (loss)                     (21)           272             (112)         1,084

Interest expense                                           (22)           (32)            (113)          (147)
Interest income                                              8              9               32             27
Foreign currency gain (losses), net                        (13)            (4)             (25)           (10)
Other, net                                                 (12)             -              (10)             -
                                                    ------------    ------------    ------------    -----------
Income (loss) from continuing operations before
    income taxes, minority interests, and change
    in accounting method                                   (60)           245             (228)           954
(Provision) benefit for income taxes                       (49)           (99)             (80)          (384)
Minority interest in net income of subsidiaries            (23)            (5)             (38)           (19)
                                                    ------------    ------------    ------------    -----------
Income (loss) from continuing operations
    before change in accounting method                    (132)           141             (346)           551
Discontinued operations, net
    Income (loss) from discontinued operations            (484)            (2)            (652)           (42)
    Gain on disposal of discontinued operations              -              -                -            299
                                                    ------------    ------------    ------------    -----------
    Income (loss) from discontinued operations            (484)            (2)            (652)           257
                                                    ------------    ------------    ------------    -----------
Cumulative effect of change in accounting
    method, net                                              -              -                -              1
                                                    ------------    ------------    ------------    -----------
Net income (loss)                                    $    (616)       $   139        $    (998)       $   809
                                                    ============    ============    ============    ===========

Basic income per share:
Continuing operations                                $  (0.30)        $  0.33        $  (0.80)        $  1.29
Discontinued operations, net
    Income (loss) from discontinued operations          (1.12)          (0.01)          (1.51)          (0.10)
    Gain on disposal of discontinued operations             -               -               -            0.70
                                                    ------------    ------------    ------------    -----------
    Income (loss) from discontinued operations          (1.12)          (0.01)          (1.51)           0.60
                                                    ------------    ------------    ------------    -----------
Net income (loss)                                    $  (1.42)        $  0.32        $  (2.31)        $  1.89
                                                    ============    ============    ============    ===========

Diluted income per share:
Continuing operations                                $  (0.30)        $  0.33        $  (0.80)        $  1.28
Discontinued operations, net
    Income (loss) from discontinued operations          (1.12)          (0.01)          (1.51)          (0.10)
    Gain on disposal of discontinued operations             -               -               -            0.70
                                                    ------------    ------------    ------------    -----------
    Income from discontinued operations                 (1.12)          (0.01)          (1.51)           0.60
                                                    ------------    ------------    ------------    -----------
Net income (loss)                                    $  (1.42)        $  0.32        $  (2.31)        $  1.88
                                                    ============    ============    ============    ===========

Basic average common shares outstanding                    433            429              432            428
Diluted average common shares outstanding                  433            430              432            430


                                                                -more-





                                     TABLE 1

                               HALLIBURTON COMPANY
           Reconciliation of As Reported Results to Pro Forma Results
                      Three months ended December 31, 2002
                                   (Unaudited)

                                                  Other                                           Net         Earnings/
                                 Operating       Income/       (Provision)                      Income/       (loss) per
                                  Income/      (Expense) -       Benefit                      (loss) from     Share from
                                  (loss),       (including         for          Minority      Continuing      Continuing
                                  Pretax        interest)         Taxes         Interest      Operations      Operations
                               --------------------------------------------------------------------------------------------
                                                                                            
Pro forma results
    (excluding items
    below):                      $      239      $   (33)       $      (81)    $     (23)      $     102      $    0.24
      Loss on equity
        investment                        -           (9)                3             -              (6)         (0.02)
      Brazil project loss                 2            -                (1)            -               1             -
      Demutualization of
         an insurance
         company                          1            3                (2)            -               2             -
      Asbestos charge                  (234)           -                20             -            (214)         (0.49)
      Restructuring costs               (29)           -                12             -             (17)         (0.03)
                               --------------------------------------------------------------------------------------------
As reported                      $      (21)     $   (39)       $      (49)    $     (23)      $    (132)     $   (0.30)
                               ============================================================================================





                                     TABLE 2

                               HALLIBURTON COMPANY
           Reconciliation of As Reported Results to Pro Forma Results
                      Twelve months ended December 31, 2002
                                   (Unaudited)

                                                  Other                                           Net         Earnings/
                                 Operating       Income/       (Provision)                      Income/       (loss) per
                                  Income/      (Expense) -       Benefit                      (loss) from     Share from
                                  (loss),       (including         for          Minority      Continuing      Continuing
                                  Pretax        interest)         Taxes         Interest      Operations      Operations
                               --------------------------------------------------------------------------------------------
                                                                                            
Pro forma results
    (excluding items
    below):                      $      796      $  (109)       $     (267)    $     (38)      $     382      $    0.88
      Sale of EMC                       108            3               (43)            -              68           0.16
      Patent lawsuit                    (98)          (4)               40             -             (62)         (0.14)
      Highlands receivable
         write-off                      (80)           -                31             -             (49)         (0.11)
      Demutualization of
         an insurance
         company                         29            3               (13)            -              19           0.04
      Restructuring costs              (107)           -                42             -             (65)         (0.15)
      Brazil project loss              (117)           -                45             -             (72)         (0.17)
      Asbestos charge                  (564)           -                82             -            (482)         (1.11)
      Loss on equity
        investment                      (79)          (9)                3             -             (85)         (0.20)
                               --------------------------------------------------------------------------------------------
As reported                      $     (112)     $  (116)       $      (80)    $     (38)      $    (346)     $   (0.80)
                               ============================================================================================




                                                                -more-





                                     TABLE 3

                               HALLIBURTON COMPANY
 Reconciliation of Previously Issued As Reported Results to Adjusted As Reported Results
                      Three months ended December 31, 2002
                                   (Unaudited)


                                               Previously
                                               Issued As                                            Adjusted
                                                Reported        Insolvency of    Joint Venture     As Reported
                                                Results            Insurer         Operations        Results
                                           ----------------------------------------------------------------------
                                                                                       
Operating Income/(loss) Pretax               $     (27)           $     -          $        6      $      (21)
Other Income/(Expense) - (including
    interest)                                      (39)                 -                   -             (39)
(Provision) Benefit for Taxes                      (50)                 -                   1             (49)
Minority Interest in Net Income of
    Subsidiaries                                   (13)                 -                 (10)            (23)
                                           ----------------------------------------------------------------------
Net Income/(loss) from Continuing
    Operations                                    (129)                 -                  (3)           (132)
Income (loss) from Discontinued
    Operations                                    (473)               (11)                               (484)
                                           ----------------------------------------------------------------------
Net Income                                   $    (602)           $   (11)         $       (3)     $     (616)
                                           ======================================================================
Earnings/(loss) per Share from
    Continuing Operations                    $     (0.30)         $     -          $        -      $      (0.30)
                                           ======================================================================






                                     TABLE 4

                               HALLIBURTON COMPANY
 Reconciliation of Previously Issued As Reported Results to Adjusted As Reported Results
                      Twelve months ended December 31, 2002
                                   (Unaudited)


                                              Previously
                                              Issued As                                              Adjusted
                                               Reported        Insolvency of    Joint Venture      As Reported
                                               Results            Insurer         Operations         Results
                                          ------------------------------------------------------------------------
                                                                                       
Operating Income/(loss) Pretax              $    (118)           $     -         $        6        $     (112)
Other Income/(Expense) - (including
    interest)                                    (116)                 -                  -              (116)
(Provision) Benefit for Taxes                     (81)                 -                  1               (80)
Minority Interest in Net Income of
    Subsidiaries                                  (28)                 -                (10)              (38)
                                          ------------------------------------------------------------------------

Net Income/(loss) from Continuing
    Operations                                   (343)                 -                 (3)             (346)
Income (loss) from Discontinued
    Operations                                   (641)               (11)                                (652)
                                          ------------------------------------------------------------------------
Net Income                                  $    (984)           $   (11)        $       (3)       $     (998)
                                          ========================================================================
Earnings/(loss) per Share from
    Continuing Operations                   $     (0.79)         $     -         $       (0.01)    $      (0.80)
                                          ========================================================================


                                                                  ###



                                                              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:     March 28, 2003       By: /s/ Margaret E. Carriere
                                  ------------------------------------
                                       Margaret E. Carriere
                                       Vice President and Secretary