SecProbe.io

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

         DIVISION OF CORPORATION FINANCE

    August 2, 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 Forms 10-Q for the Fiscal Quarters Ended March 31, 2010  and June 30, 2010 Filed April 22, 2010 and July 23, 2010 Definitive Proxy Statement filed April 5, 2010
  File No. 001-03492

Dear Mr. Cornelison:

We have reviewed your response filed July 23, 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 am ending your registration statement and
providing the requested information.  If you do not believe 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 th ese comments, we may have additional
comments.    Form S-4

 1. We note your response to comment 1 from  our letter to you dated July 16, 2010,
and we reissue the comment.  At a minimum, provide a new “Recent Developments” section in the forepart of the prospectus within the amended Form
S-4 to include the disclosure that was the subject of comments 2, 3, and 9 from

Mr.  Albert O. Cornelison, Jr.
Halliburton Company
August 2, 2010 Page 2
 our letter to you dated June 3, 2010.  You ma y include in that section text which
makes clear precisely where in your incorporated Exchange Act filings additional details may be found.
2. We note the new disclosure at page 25 of your Form 10-Q for the period ended
June 30, 2010, regarding the estimated negative impact on your earnings per
quarter.  The new prospectus disclosure  you provide in response to comment 1
above should include any estimates you ha ve prepared regarding the negative
impact on earnings for fiscal year 2010, rather than merely providing quarterly information in that regard.
 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable  Securities Act rule s 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 ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regard ing requests for acc eleration. We will
consider a written request for acceleration of  the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement. Please allow adeq uate time for us to review any amendment
prior to the requested effective da te of the registration statement.

Mr.  Albert O. Cornelison, Jr.
Halliburton Company  August 2, 2010 Page 3
 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 Kevin Dougherty at (202) 551-3271, or in his absence,  Timothy S. Levenberg, Special Counsel,
at (202) 551-3707 with any other questions.  If you require further assistance, you may
contact the undersigne d at (202) 551-3740.
          S i n c e r e l y ,
H. Roger Schwall Assistant Director
cc: Via Facsimile (713) 229-7756

 Eric Swanson  Baker Botts L.L.P