SecProbe.io

January 13, 2015

Via E -mail
Robb Voyles
Executive Vice President and General Counsel
Halliburton Company
3000 North Sam Houston Parkway East
Houston, Texas 77032

Re: Halliburton Company
 Registration Statement on Form S -4
Filed December 22 , 2014
File No. 333-201181

Dear Mr . Voyles :

We have reviewed your registration statement 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 amending 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 ame ndment 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.

Unaudited Pro Forma Condensed Comb ined Financial Statements, page 149

Note 1. Basis of Pro Forma Presentation, page 153

1. You state that you have “not completed the valuation analysis and calculations in
sufficient detail necessary to arrive at the required estimates of the fair market val ue of
the Baker Hughes assets to be acquired or liabilities, other than long -term debt, to be
assumed and the related allocations to such items, including goodwill, of the merger
consideration.”  In light of this incomplete analysis , the pro forma adjustme nts necessary
to give effect to the merger , except for long -term debt, have not been presented.  Given
that the objective of pro forma financial information as stated in Rule 11 -02(a) of
Regulation S -X is to “provide investors with information about the co ntinuing impact of
a particular transaction by showing how it might have affected historical financial
statements if the transaction had been consummated at an earlier time,” we do not believe
your unaudited pro forma condensed combined financial statement s are in compliance

Mr. Robb Voyles
Halliburton Company
January 13, 2015
Page 2

 with Article 11 of Regulation S -X.  Unless you have additional information to consider
that you believe would support an alternate view, please revise your presentation to
comply with Article 11  of Regulation S -X.

2. Due to the preliminary nature of the allocations you are required to make in accordance
with Article 11 of Regulation S -X as noted in our comment above, your note disclosure
should identify any significant liabilities and tangible and intangible assets that are likel y
to be recognized upon final allocation of the merger consideration and any uncertainties
regarding the effects of amortization periods assigned to the assets acquired.

3. You state that the unaudited pro forma condensed combined financial statements do not
reflect any potential divestitures that may be transacted prior to, or subsequent to, the
consummation of the merger.  Pro forma recognition should be given to either (1) the
planned disposal or termination of revenue producing activities or (2) the impac t of
expected disposals in order for a merger to gain the approval of one or more U.S.
regulatory agencies to the extent they are  identifiable at the time the pro formas are
prepared.  Please revise your pro forma financial statements to include the effect s of any
planned or expected disposals.  If operations to be disposed of are not identifiable with
any reasonable certainty at this time, the notes to the pro forma financial information
should disclose any contingencies and the reasonably possible impact on the financial
statements.

Note 2. Estimated Merger Consideration and Allocation, page 153

4. We note from the table summarizing  the components of the estimated merger
consideration that you used your share price as of December 1, 2014.  In your next fi ling,
please ensure use of the most recent stock price at the time of filing for determining the
value of stock to be issued in the transaction.

5. We note you estimate a fair value per share of $9.23 for the Baker Hughes stock options
outstanding that you will assume.  Please expand your disclosure to describe how you
estimated the per share value.

Note 3. Pro Forma Adjustments, page 155

6. We note pro forma adjustment (e) includes an adjustment to reflect “retention bonuses
that will become payable at the t ime the merger is consummated.”  Please tell us wh at
factors make this adjustment  factually supportable and directly attributable to the merger
transaction.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the di sclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Mr. Robb Voyles
Halliburton Company
January 13, 2015
Page 3

 possession of all facts relating to a company’s disclosur e, 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 f rom 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 Commi ssion 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

 the company may not assert staff c omments and 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 requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

If you have questions regarding comments on the financial statements and related
matters, you may contact Jennifer O’Brien , Staff Accountant, at (202) 551 -3721 or Shannon
Buskirk , Staff Accountant , at (202) 551 -3717 .  Please contact Parhaum J. Hamidi , Staff
Attorney,  at (202) 551 -3421 or , in his absence,  Timothy S. Levenberg , Special Counsel , at (202)
551-3707 with any  other  questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Sch wall
Assistant Director

cc: Kelly B. Rose
 Baker Botts L.L.P.