SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

  June 3, 2010

Mr. Albert O. Cornelison, Jr. Executive Vice President and General Counsel
Halliburton Company  3000 North Sam Houston Parkway East Houston, TX 77032

 Re: Halliburton Company
  Registration Statement on Form S-4
Filed May 7, 2010
  File No. 333-166656
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 17, 2010 Definitive Proxy Statement filed April 5, 2010
  File No. 001-03492

Dear Mr. Cornelison:
We have limited our review of  your Form S-4 to those issu es we have addressed in
our comments.  We have also reviewed your Form 10-K and related filings and have the
following comments.  Where indicated, we think you s hould revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your disc losure.  After reviewing this information,
we may raise additional comments.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 us at the telephone numbers lis ted at the end of  this letter.
 Form S-4

 1. Please revise your Plan of Merger to provide a list briefl y identifying the contents of
all omitted schedules.  See Item 601(b)(2) of Regulation S-K.
2. We note the information included in an  Item 7.01 Form 8-K submitted on June 2,
2010.  In reference to the well being drille d by the Deepwater Horizon, you state your

Mr.  Albert O. Cornelison, Jr.
Halliburton Company
June 3, 2010 Page 2
 belief that your applicable contracts provide for full indemnification for all potential claims and expenses (other than claims by Halliburton employees and with respect to loss or damage to Halliburton property).  You also state that you have a general
liability insurance program of $600 million.  Pl ease revise the prospectus to include
this information in a recent events section, and please also review your disclosure to ensure that you have disc losed all material informa tion regarding your potential
liability in the event that a rig for which you are perfor ming services is involved in an
explosion or similar event.  For exampl e, and without limitation, your disclosure
should address the following:
• Disclose the applicable policy limits related to your insurance coverage;
• Disclose whether your exis ting insurance would cover any claims made against
you by or on behalf of individuals who ar e not your employees in the event of
personal injury or death, and whether your customers would be obligated to
indemnify you against any such claims; and
• Clarify your insurance coverage with re spect to any liabil ity related to any
resulting negative envi ronmental effects.

3. In your Item 7.01 Form 8-K submitted on June 2, 2010, you also discuss the impact that the moratorium on deepwater drilling act ivity in the Gulf of Mexico will have on
your North American operations.  In a recent events section of the prospectus, please
quantify the contribution of deepwater drilli ng activity in the Gulf and its importance
to North American operations.  If know n, please discuss the likely impact on your
revenues, your 2,200 employees in the Gulf, and your asset allocation.

Form 10-K for the Fiscal Year Ended December 31, 2009

 General

 4. We note from your disclosure on pages 2, 10, and elsewhere in your Form 10-K that
you operate in Latin America, Africa, and the Middle East, regions generally
understood to include Cuba, Sudan, Syri a, and Iran.  As you know, Cuba, Sudan,
Syria, and Iran are identified by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions  and export controls.  We note that your
Form 10-K does not include substantive disc losure regarding your  business contacts
with Cuba, Sudan, Syria, or Iran.
Please provide us with information regard ing your past, curren t, and anticipated
contacts with Cuba, Sudan, Syria, and Iran, if any, whether through subsidiaries, joint
ventures, or other dire ct or indirect arrange ments, since your letter s to the staff dated
May 26, 2006 and June 16, 2006.  Your res ponse should describe any products,
equipment, components, technology, software, or services you have provided into any
of those countries, directly or indirectly, since your above-referen ced letters, and any

Mr.  Albert O. Cornelison, Jr.
Halliburton Company
June 3, 2010 Page 3
 agreements, commercial arrangements, or  other contacts you have had with the
governments of those countries  or entities controlled by those governments since that
time.
 Risk Factors, page 6

 5. Rather than refer the reader to “Informati on related to risk factors” which appears
elsewhere in your document, pr ovide in this sec tion all the disclosu re Item 503(c) of
Regulation S-K requires.  Sim ilarly, the reference at page  6 under the caption “Legal
Proceedings” to the MD&A section for “Inf ormation related to various commitments
and contingencies” is not sufficiently precise for the purpose of Item 103 of
Regulation S-K.
 6. Your Risk Factors section should be a separate section and not combined with a
discussion of forward-looking information within MD&A at page 35.  In the new
Risk Factors disclosure, make clear that you have identified known material risks
particular to your business, rather than s uggesting as you have at page 35 that “it is
not possible to identify all risk factors.”
 7. Each risk factor should cons ist of one or two short paragraphs.  Eliminate from the
Risk Factors section any extraneous detail or text that mitigates the risks you present.
For example, you state that “we do no expect  the implementation of the consultant’s
recommendations to materially impact our long-term strategy;” “KBR has agreed that
our indemnification obligations … have been  fully satisfied;” and “We selectively use
hedging transactions to limit our exposure to ri sks….”  Instead, state the risk directly.
Additional details may appear elsewhere in  your document, but they do not belong in
the Risk Factors section.
 8. Identify particular risks with sufficiently descriptive captions, rather than by the use
of general headings such as “Explor ation and production activity;” “Capital
spending;” “Customers;” “Environmental re quirements;” and “Weather.”  Also, avoid
bundling more than one risk under each caption.  Instead, discuss each risk separately and with proper prominence.
 Business Environment and Results of Operations, page 14

 9. We note the reference at pages 17 and 18 to  a number of “contract wins,” but you
omit the names of the counterpa rties in several of  the larger contracts you mention.
Name the counterparties as appropriate, a nd in future filings, identify any of the
identified contracts that have been or may be  at least partially affe cted as a result of
the Gulf of Mexico spill in  April 2010, if known.  Also  please confirm that Item
601(b) of Regulation S-K would require none of  the referenced contracts to be filed
as exhibits.

Mr.  Albert O. Cornelison, Jr.
Halliburton Company
June 3, 2010 Page 4
 Note 12. Financial Instruments and Risk Management, page 77
 10. We note that you adopted Accounting Sta ndards Codification (ASC) 820, “Fair Value
Measurements and Disclosures”, on January  1, 2008 and January 1, 2009.  The table
presented in footnote 12 is not complete as  it does not appear to  address all required
disclosures.  Please expand your footnote to include the required disclosures for
assets and liabilities that are measured at fair value in accordance with the ASC 820-
10-50, or identify where such disc losures have been presented.

Note 14. Accounting Standards Recently Adopted, page 83

11. We note that you adopted an update to acc ounting standards related to convertible
debt instruments that may be settled in cash upon conversion (Pre-Codification FSP
APB 14-1) on January 1, 2009.  As a result  of this adoption of new accounting
guidance, you reversed the $693 million loss previously recognized upon the settlement of your convertible debt in fiscal year 2008.  The guidance at ASC 470-20-
40 states a debt extinguishment gain or lo ss should be recogni zed as the difference
between the settlement consideration attri buted to the liability component and the
sum of (a) the net carryi ng amount of the liability component and (b) any
unamortized debt issuance costs.   It appears to us that no debt extinguishment gain or
loss is recognized from the settlement of your convertible debt after the reversal of
the $693 million loss recorded in 2008.  In this  regard, please confirm to us that the
fair value of the liability component immedi ately prior to the settlement equals the
sum of its net carrying value and related una mortized debt issuance costs.  In your
response, please provide sufficient detailed  analysis to support your conclusion.
 Definitive Proxy Statement filed April 5, 2010

 Executive Compensation

 Compensation Discussion and Analysis

 Long-term Incentives, page 19

 12. Please revise to clarify your disclosure that 2009 long-term incentive awards for each
NEO were based primarily on “market data.”  Specifically, please disclose how you determined the level of stock and option awards for each NEO in 2009.
 Performance Units, page 19

 13. We note that this program measures your consolidated Return on Capital Employed,
or ROCE, compared to both absolute and relative goals, as measured by the results of your peer group over a three-year period.  As such, the award for the 2007 cycle

Mr.  Albert O. Cornelison, Jr.
Halliburton Company
June 3, 2010 Page 5
 ending December 31, 2009 was paid in 2010 and disclosed in your summary
compensation table.  In this regard, you disclosed in your 2008 proxy that Mr. Lesar
has a maximum payout potential of $5,000,000 if the maximum goals of the 2007-2009 cycle performance unit program are met or  exceeded.  Please disclose what such
maximum goals were for this period.  Similarly, please disclose the performance goals that translate into the target an d maximum payout under the 2009 cycle, which
you disclose to be $2,500,000 and $5,000,000, resp ectively, for Mr. Lesar, and as
percentages of base sala ry for your other NEOs.
 14. You disclose that the thr ee year average ROCE for th e 2007 cycle was in absolute
terms 21.53%, while the three year averag e for the comparator peer group was
15.74% at the 75
th percentile.  Please disclose how th is achievement factored into the
award levels as disclosed in your summar y compensation table, and discuss why you
measured against the 75th percentile.
 15. We note that your 2009 ROCE calculation exclud ed the $2 billion in senior notes you
issued in 2009, because “this borrowing wa s not contemplated when performance
targets were set.”  Please clarify the impact that these borrowings had on your 2009
ROCE calculation, and, if known, discuss whether the averag e ROCE for your
comparator peer group also excluded any unanticipated borrowings by the composite
companies.
 Closing Comments

As appropriate, please revise your filings in response to thes e comments.  Please
provide us with marked copies of any amendmen t to expedite our review.  Please also furnish
a cover letter with any amendment that keys  your responses to our comments and provides
any requested supplemental information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additiona l comments after reviewing any amendment
and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts relate d to your disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:
 ƒ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any

Mr.  Albert O. Cornelison, Jr.
Halliburton Company  June 3, 2010 Page 6
 action with respect to the filing;
ƒ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

ƒ the company may not assert the sta ff comments and the declaration of
effectiveness as a defense in any pro ceeding initiated by th e Commission or any
person under the federal securities  laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of your
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective res ponsibilities under th e Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amende d, as they relate to the proposed public
offering of the securities specified in the a bove registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 You may contact Suying Li at (202) 551-3335, Shannon Buskirk at (202) 551-3717,
or Chris White, Branch Chief, at (202) 551- 3461 if you have questions regarding comments
on the financial statements and related matte rs.  Please contact Ke vin Dougherty at (202)
551-3271, or in his absence, Timothy S. Levenbe rg, Special Counsel, at  (202) 551-3707 with
any other questions.  If you require further assistance, you may contact the undersigned at
(202) 551-3745.           S i n c e r e l y ,
H. Roger Schwall Assistant Director
cc: Via Facsimile (832) 397-8071

 William T. Heller IV  Thompson & Knight LLP