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      Response letter to SEC re Iran and Syria 052506

    HALLIBURTON

    1401
      McKinney, Suite 2400, · Houston, Texas 77010

    Phone
      713.759.2600

    Margaret
      E. Carriere

    Senior
      Vice President and Corporate Secretary

    May
      26,
      2006

    VIA
      EDGAR, FACSIMILE (202) 942-9579 and U.S. Mail

    Cecilia
      D. Blye, Chief

    Office
      of
      Global Security Risk

    United
      States

    Securities
      and Exchange Commission

    100
      F.
      St. N.E.

    Washington,
      D.C. 20549-5546

    Reference: Halliburton
      Company

    Form
      10-K for the Fiscal Year Ended December 31, 2005

    Filed
      March 13 2006

    File
      No. 001-03492

    Dear
      Ms.
      Blye:

    This
      is
      in response to your letter addressed to our President and CEO, David J. Lesar,
      dated May 15, 2006.

    Response
      to Comments 1, 2 and 3

    Iran

    Activities
      in Iran occur through three foreign entities: Halliburton Products and Services,
      Ltd., (hereinafter HPSL) a Cayman Islands corporation headquartered in Dubai;
      GVA Consultants AB (hereinafter GVA-C), a Swedish corporation headquartered
      in
      Gothenburg, Sweden; and M.W. Kellogg Limited (hereinafter MWKL), a U.K.
      corporation, headquartered in Greenford, England.

    HPSL
      had
      approximately $ 45 million revenue in 2005 for conventional oil field services
      work in Iran. Approximately 120 employees worked in Dubai for this entity in
      2005. Revenues for 2006 through March 31, 2006 are approximately $ 14.6 million.
      Anticipated revenues for the remainder of 2006 are estimated at approximately
      $
      10 million. Only three active contracts remain and the activity is in the
      process of slowly shutting down. No new contracts have been accepted since
      March
      31, 2005. Only one contract should last beyond 2006. Employment is now below
      100
      and will continue to decline as the remaining contracts are
      completed.

    GVA-C
      had
      approximately $ 1.6 million revenue from Iran in 2005, all based on a single
      contract wherein GVA-C are consulting engineers on a semi-submersible project
      in
      Iran. Approximately 23 employees worked on Iran-related work during 2005. In
      2006 only 1 person has been involved with this contract, mostly trying to sort
      out the outstanding invoices that are due for payment. Completion of this
      contract should come in 2008. Revenue this year through March 31, 2006 is $
      0.
      No new contracts have been accepted since March 31, 2005. All work should be
      completed by the end of 2008.

    MWKL
      had
      approximately $ 7 million total revenue from Iran in 2005, based on four
      contracts where it was furnishing consulting engineering and technology
      licenses to various Japanese construction companies working on projects in
      Iran. The Halliburton portion of this joint venture company was 55%, or
      approximately $ 4 million. The MWKL work scope for two of these
      contracts has now been completed although MWKL has remaining warranty
      liability. Approximately 9 employees worked on Iran-related work
      during 2005.  Revenue for 2006 through March 31, 2006 is $ 400
      thousand.  No new contracts have been accepted since March 31, 2005.
All work on these contracts is expected to be completed by the end of
      2009.  Total remaining expected revenue is approximately $ 2.3 million
      spread over the next three to four years.

    All
      Iran
      revenues combined were just over $ 50 million for 2005, or about one quarter
      of
      1% of the company’s revenue. 2006 revenues are expected to be in the range of
      one tenth of one percent of total Halliburton revenues. Particularly in light
      of
      this very small scale of activities, and the decision not to accept new
      contracts, we see no negative impact on shareholders or investors. We do not
      believe our remaining contracts with Iran constitute a material investment
      risk
      to our shareholders. We are not aware that any person or entity has made the
      decision to invest or not to invest in Halliburton based on activity in Iran,
      nor do we think it likely that they would do so.

    We
      also
      wish to note that there are no plans or intentions at this time to expand
      Iranian activity or otherwise re-enter that market.

    Syria

    The
      company has no active operations in Syria. Sales for 2005 were only $21
      thousand, consisting of Landmark Graphics oilfield software. The Syrian sales
      represent less than one one-thousandth of 1% of the company’s revenue for the
      periods discussed. No sales have been made thus far for 2006. We believe that
      there is no impact on investors or investor sentiment relating to activities
      in
      Syria. We are not aware that any person or entity has made the decision to
      invest or not to invest in Halliburton based on activity in Syria, nor do we
      think it likely that they would do so.

    If
      you
      have questions, please call me at 713-759-2617.

    Sincerely
      yours,

    /s/
      Margaret Carriere

    Margaret
      Carriere