SecProbe.io

August 21, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (713)759-2619

David J. Lesar
Chairman, President and Chief Executive Officer
Halliburton Company
5 Houston Center
1401 McKinney, Suite 2400
Houston, Texas  77010

Re:  Halliburton Company
  Definitive Proxy Statement on Schedule 14A
Filed April 2, 2007
 File No. 001-003492

Dear Mr. Lesar:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division of Corporation Finance’s focused review of
executive compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

David J. Lesar
Halliburton Company
August 21, 2007 Page 2 of 8

Corporate Governance, page 7
1. Consistent with the requirements of It em 404(a)(6) of Regulation S-K, provide
further detail regarding th e transactions involving H unt Oil Company and Hunt
Consolidated Inc.  For example, in li ght of the standards established for the
approval or ratification of related party transactions that  are articulated on page 7,
discuss whether consideration was given to alternative sources for the subject
matter of the transaction.
The Board of Directors and Standing Committees of the Bo ard of Directors, page 7
2. You disclose that each of the standing committees is comprised of non-employee
directors who are independent in the “business judgment” of the board of
directors.  Given that the company’s s ecurities are listed on the New York Stock
Exchange, clarify whether the independe nce standard used by the board is
consistent with the NYSE definition of  independence and the requirements set
forth in Item 407(a)(1) of Regulation S- K.  Moreover, rather than referring
readers to Appendix A for the definition of independence, include such information in the disclosure and clarif y whether the standards articulated in
Appendix A are more stringent than those called for pursuant to Item 407(a)(1)(i)
of Regulation S-K.
3. On page 9 you identify the independent dir ectors of the board.  Please provide the
information required by Item 407(a)(3) of Regulation S-K.  For each director and
nominee for director that is identifie d as independent, describe, by specific
category or type, any transactions, rela tionships or arrangements not disclosed
pursuant to Item 404(a) that were consid ered by the board of directors under the
applicable independence definitions in  determining that the director is
independent.
Compensation Discussion and Analysis, page 10
4. Your disclosure contains defined terms and language that does  not facilitate a
clear understanding of your compensation program.  Please define terms, if
necessary, when first used and use su ch terms consistently throughout your
disclosure.  Additiona lly, tailor your discussion to avoid disclosure that could
apply to any other company.  Please note the following examples of such
disclosure:
• references to the defined terms “Executive Compensation Program,”
“Compensation Philosophy and Strategy,”  “Philosophy and Strategy,”
“Plan,” “1993 Plan,” “Annual Performa nce Pay Plan,”  and “Performance
Unit Program”;
• disclosure regarding the “internal executive compensation resources” with
whom the compensation consultant coordinates regarding compensation;

David J. Lesar
Halliburton Company
August 21, 2007 Page 3 of 8

• disclosure in the bullet points at th e beginning of page 14 that could apply
to any company and that does not pr ovide insight into specific factors
unique to your company; and,
• disclosure on page 17 that insuffici ently explains how the performance
unit program functions, specific targets established pursuant to the
program and identifying the “individual incentive opportunities
…established based on market references…”
5. The disclosure required by Item 402 shoul d be presented for “covered” persons as
defined in Item 402(a)(3) of Regulati on S-K, and unless material to an
understanding of the principal features of the way compensation is structured
overall, additional information should be removed if potentially confusing.  For example, on page 18 you disclose that the use of perquisites for “Executives” is “limited in both scope and value;” yet, it is clear that Senior Executives (as defined in your disclosure ) do receive perquisites re gularly and in material
amounts.  As noted in the comment above, limit the use of defined terms and present your disclosure clearly and concisely.
6. Please refer to Item 402(b) and Sec tion II.B.1 of Release 33-8732A. Your
Compensation Discussion and Analysis  should provide insight into how
compensation elements and levels of co mpensation are actually structured and
determined with regard to each of the na med executive officers.  For example, we
refer you to the bullet points listed on page 16 and Item 402(b)(2)(vii) of
Regulation S-K.  Provide an analysis of how the listed cr iteria were considered in
evaluating each named executive officer and in determining the compensation
awarded to the officer during the fiscal ye ar.  Moreover, add disclosure on page
19 under the heading “Conclusion” to link your conclusion to a more in-depth
analysis of the compensation elements  and levels of co mpensation actually
awarded to the named executive officers during the year.
7. You provide several references throughout the Compensation Discussion and Analysis to the discretion that may be  exercised by the committee in determining
compensation types and levels.  For exampl e, you disclose that allocations to
named executive officers under the Supplem ental Executive Retirement Plan are
made at the sole discretion of the comm ittee.  Similarly, early retirement and
benefits, if approved, are subject to th e “sole discretion of the compensation
committee”  and in the discussion of base salary and long-term incentives, you disclose that the committee may exercise its discretion in determining the type or amount of compensation awarded.  Please provide an analysis of the specific factors the committee considered when exercising its discretion in awarding the type and amount of compensation to a na med executive officer.  Please see Item
402(b)(1)(v) and Instruction 1 to It em 402(b) of Regulation S-K.
8. We direct you to Release 33-8732A, S ection II.B.1.  As noted therein, the
Compensation Discussion and Analysis shoul d be sufficiently precise to identify

David J. Lesar
Halliburton Company
August 21, 2007 Page 4 of 8

material differences in compensation policies with respect to individual executive
officers.   Please explain the discrepancies in type and amount of compensation awarded to the named executive officers.  For example, identify the specific achievements or other material factors cons idered in the award of the base salary
and stock awards granted to your Chief Executive Officer.
Executive Compensation Procedures, page 14
9. On page 14 you disclose that your co mpensation “procedures are guided by
policy, process and practice.”  Clarify the procedures, policies and process referenced and provide further detail and analysis of how specific procedures,
policies and process resulted in actual co mpensation paid to the named executive
officers.
10. We direct you to Instructions 1 and 3 of Item 402(b) of Regulat ion S-K.  Material
information regarding the specific factors co nsidered in the evaluation of the chief
executive officer by the Management Oversight Committee is absent from the Compensation Discussion and Analysis.  Re ferencing the factors on page A-1 of
Appendix A, explain how such standards factored into the compensation awarded
to Mr. Lesar.  Specify how the factors not ed on page A-1 specifically applied in
the evaluation of Mr. Lesar and the comp ensation he received during the last
fiscal year. See Item 402(b )(2)(vii) of Regulation S-K.
Base Salary, page 15
11. You disclose on page 15 that the committ ee intends to set base salary at the
median for comparable positions within the comparator group. Please include a discussion of where you target the other elements of compensation against peer
companies and the percentiles represented by actual  compensation paid for 2006.
In addition, please identify the name d executive officers whose actual
compensation falls outside of the targeted  percentile range and discuss the reasons
for any deviations.  See Item 402(b)(2)(xiv) of Regulation S-K.
Short-term (Annual) Incentives, page 16
12. Clarify your disclosure of the formula us ed to determine the short-term annual
incentives awarded.  We remind you that your disclosure shou ld be clear and
concise.  Avoid overly technical term s.  Consider providing a hypothetical
example to show how the variables note d in the formula work in practice.
13. You have not disclosed the quantitative targets established for the overall incentive plan pool and on an individual basis, and how the variable components
in any such formula applied to determ ine the specific awards made to the
respective officers.  Similarly, in discussing long-term incentives, you have not disclosed the operating performance goals and value creation targets established
and used in determining the level of l ong-term incentives awarded to the named

David J. Lesar
Halliburton Company
August 21, 2007 Page 5 of 8

executive officers.   We refer you to It ems 402(b)(1) (v) and 402(b)(2)(v)-(vi)  of
Regulation S-K.  Disclose the quantitativ e and qualitative factors considered in
determining amounts awarded under the pl ans based on refere nce to specific
targets established for each of the name d executive officers.  To the extent you
believe that disclosure of these quantitativ e and qualitative fact ors is not required
because it would result in competitive harm  such that the information could be
excluded under Instruction 4 to Item 402(b), please provide on a supplemental
basis a detailed explanation supporting your conclusion.  Please also note that to
the extent disclosure of the quantitative or qualitative performance-related factors
would cause competitive harm, you are requir ed to discuss how difficult it will be
for you to achieve the target levels or ot her factors.  Provide disclosure that
contains appropriate insight into the factors considered by the compensation
committee in setting performance-related objectives.  Please see Instruction 4 to
Item 402(b).
14. You state on page 16 that the compensa tion committee establishes the incentive
rewards schedule and varying levels of  CVA performance at the beginning of
each plan year. We remind you that the Compensation Discussion and Analysis
should address actions regard ing executive compensation th at were taken after the
end of your last fiscal year .  Please see Instru ction 2 to Item 402(b) of Regulation
S-K.  Please identify the targets established for 2007.  As noted in our prior comment, if you believe that disclosure of these targets is not required because it would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b) of  Regulation S-K, please provide on a
supplemental basis a detailed expl anation supporting your conclusion.
Long-Term Incentives, page 16
15. On page 17 you disclose that the size of  long-term incentive awards to senior
executives is based on a variety of factor s, including your subjective assessment
of organizational roles an d internal job relationshi ps.  Please provide an
explanation and analysis of  how the factors contributed  to the determination of
long-term incentives awarded to each named executive officer.
Summary Compensation Table, page 21
16. Pursuant to Instruction 1 to Item 402(c )(v) and (vi) of Regulation S-K, please
include a footnote disclosing all assumptions made by reference to a discussion of
such assumptions in your financial st atements, footnotes to the financial
statements or discussion in the Mana gement’s Discussion and Analysis.
Specifically  reference the location of the discussion of assumptions within the
Form 10-K.
17. Item 402(e) of Regulation S-K provides for a narrative discussion as necessary to
an understanding of the quantitative data  presented in the tables.  We note the
absence of any discussion of amounts pres ented in the column titled “non-stock

David J. Lesar
Halliburton Company
August 21, 2007 Page 6 of 8

incentive plan compensation.”  Moreover,  it is unclear from your disclosure
whether the amounts listed in the non-stoc k incentive plan compensation column
relate to the Annual Performance Pay Pl an or the cash incentives provided under
the 1993 Plan referenced on page 17.  Consider adding narrative disclosure.
Grants of Plan-Based Awards in Fiscal 2006, page 21
18. We refer you to Item 402(e) of Regul ation S-K.  Please provide narrative
disclosure that explains th e quantitative data presented in the various columns to
the table. Provide information regarding the vesting schedule s of stock awards
granted and dividend eligibility.  Additiona lly, given disclosure in the proxy that
you make awards pursuant to equity incentive plans, clarify the note following the
table. It is not apparent why the “E stimated Future Payouts Under Equity
Incentive Plans” columns should be omitte d.  The narrative should address this
omission and provide disclosure regard ing the amounts granted as shown in
columns (i) and (j) of the table.
19. Please explain in the Compensation Discussion and Analysis why amounts
presented under the colum n, “non-stock incentive plan compensation” in the
summary compensation table are greate r than the amounts in the Maximum-
Estimated Future Payouts Under Non-Equity  Incentive Plan Awards, in the grants
of plan-based awards table.
Non-Qualified Deferred Compensation, page 25
20. We refer you to Instruction 3 to Item 402( i) of Regulation S-K.  Please provide a
narrative of the material te rms of each plan following the table.  We refer you to
disclosure on page 17 which notes that the compensation committee makes
allocations under the SERP in a given year  in its “sole discre tion.”  Disclose, by
reference to the allocations made dur ing fiscal 2006 to the named executive
officers, the material factors or guide lines considered in the making of an
allocation and the amount allocated.  Moreove r, as noted in Instruction 2 to Item
402(b), provide context to the compensa tion awarded during the current year,
such as discussing the frequency of a llocations made to the named executive
officers in prior years and the average amount allocated.
Pension Benefits Table, page 25
21. Provide the disclosure required by Item  402(h)(3) of Regulation S-K.  For
example, we note reference to the Hal liburton Retirement Plan.  Provide a
summary of the plan and provide context to the disclosure presented.  Explain
why Mr. Cornelison appears to be the only participant in the plan of the named
executive officers.

David J. Lesar
Halliburton C