SecProbe.io

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

DIVISION OF
CORPORATION FINANCE

   July 16, 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 reviewed your response filed June 25, 2010 and have the following
comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amendi ng your registration statement and providing
the requested information. If you do not believ e our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the information
you provide in response to these comments, we  may have additional comments.  Unless
otherwise noted, where prior comments are referre d to they refer to ou r letter dated June 3,
2010.  Form S-4

 1. In your letter of response dated June 25, 2010, you indicate that  you will provide
responsive disclosure in future filings, not specifying whether you intend to include
the responsive information in the amende d Form S-4.  Please comply with prior
comments 2 and 3 in the Form S-4, either in a “Recent Developments” or the “Risk
Factors” section.  As appr opriate, also provide in the amended Form S-4 the
information regarding affected contracts which was the subject of prior comment 9.

2. We note from your proposed disclosure provided in response to prior comment two that BP Exploration & Produc tion, Inc. may contest your ri ght to indemnification or

Mr.  Albert O. Cornelison, Jr.
Halliburton Company
July 16, 2010 Page 2
otherwise seek to avoid their obligations or that indemn ification might be deemed
unenforceable.  Further clarify under what circumstances the indemnities might not
be enforceable, or why the operator w ould not indemnify you, and whether such
circumstances are likely to occur. For exam ple, disclose whether the operator has
asserted that the indemnities are not enforceable or that the operator does not intend to indemnify you.
 3. Please update your disclosure to the date of the prospectus.  For instance, evaluate the
potential for continuing operations in the Gulf  of Mexico in light of the moratorium
issued July 12, 2010, by the Bureau of  Energy Management, Regulation, and
Enforcement, which applies to all drilli ng operations that use subsea blowout
preventers (BOP) or surface BO Ps on floating facilities.

Risk Factors, page 24

4. You suggest that the reader refer to risk f actors contained in othe r filings.  However,
with regard to the amended Form 10-K,  the proposed “Explan atory Note” which
appears in Annex B to your letter of re sponse dated June 24, 2010, makes clear that
the disclosure “speaks as of February 17, 2010….”  In light of the subsequent events
in the Gulf of Mexico, please include an  updated and comprehensive Risk Factors
discussion in the amended Form S-4.  See General Instruction D.1 to Form S-4,
which references Regulation C.  Rule 411(a)  of Regulation C indicates that, with a
few exceptions, “[I]nformation shall not be incorporated by reference in a
prospectus.”  Rule 411(d) further instructs that “Information shall not be incorporated
by reference in any case where such inco rporation would render the statement
incomplete, unclear or confusing.”

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please provide a written statement from the
company acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• 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 th e disclosure in the filing; and

Mr.  Albert O. Cornelison, Jr.
Halliburton Company  July 16, 2010 Page 3
• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for accelerati on of the effective date of the registration statement as
confirmation of the fact that those requesting acceleration are awar e of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement. Please allow adequate time for us to  review any amendment prior to the requested
effective date of the registration statement.
 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 matters.  Please contact Kevi n Dougherty at (202) 551-
3271, or in his absence, Timothy S. Levenber g, Special Counsel, at (202) 551-3707 with any
other questions.  If you require further assist ance, 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