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    secresponseltr101607.htm

    HALLIBURTON
      COMPANY

    ______________________________________________________________________

    1401
      McKinney, Suite 2400 (77010-4035) · Post Office Box 42807 · Houston, Texas
      77242-2807

    Phone
      713.759.2600

    Sherry
      D. Williams

    Vice
      President and Corporate Secretary

    October
      16, 2007

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

    Re:           Halliburton
      Company

    Definitive
      Proxy Statement on Schedule 14A

    Filed
      April 11, 2007

    File
      No.
      333-128750

    We
      are responding to comments received from the staff of the
      Division of Corporation Finance (the “Staff”) of the Securities and Exchange
      Commission by letter dated August 21, 2007 regarding the Definitive
      Proxy  Statement on Schedule 14A (File No. 333-128750) of Halliburton
      Company filed April 11, 2007. For your convenience, our responses are prefaced
      by the exact text of the Staff’s corresponding comment in bold text. The
      references to page numbers in the responses to the Staff’s comments correspond
      to the pages in the Definitive Proxy Statement.

    Corporate
      Governance, page 7

              1.

              Consistent
                with the requirements of Item 404(a)(6) of Regulation S-K, provide
                further
                detail regarding the transactions involving Hunt Oil Company and
                Hunt
                Consolidated Inc. For example, in light of the standards established
                for
                the approval or ratification of related party transactions that are
                articulated on page 7, discuss whether consideration was given to
                alternative sources for the subject matter of the
                transaction.

    Response:  With
      respect to the requirements of Item 404(a)(6) of Regulation S-K, Halliburton
      does not believe any additional information regarding the transactions between
      Halliburton and Hunt Oil Company and Hunt Consolidated, Inc. is material to
      investors.  Halliburton is in the business of providing services and
      products to major, national, and independent oil and gas companies
      worldwide.  The Hunt companies, as independent oil and gas companies,
      utilize those services.  The services were provided in the ordinary
      course of business at negotiated prices.  An alternative source for
      the transaction would not have been considered, at least by Halliburton, as
      that
      would involve turning down work and having it performed by our
      competitors.  Also, Mr. Hunt did not stand for re-election to the
      board in 2007 so the question with respect to Mr. Hunt will not recur in
      connection with future proxy statements.

    The
      Board of Directors and Standing Committees of the Board of Directors, page
      7

              2.

              You
                disclose that each of the standing committees is comprised of non-employee
                directors who are independent in the “business judgment” of the board of
                directors. Given that the company’s securities are listed on the New York
                Stock Exchange, clarify whether the independence standard used by
                the
                board is consistent with the NYSE definition of independence and
                the
                requirements set forth in Item 407(a)(1) of Regulation S-K. Moreover,
                rather than referring readers to Appendix A for the definition of
                independence, include such information in the disclosure and clarify
                whether the standards articulated in Appendix A are more stringent
                than
                those called for pursuant to Item 407(a)(1)(i) of Regulation
                S-K.

    Response:  Halliburton’s
      independence standards for Directors are consistent with the NYSE definition
      of
      independence and Halliburton will clarify this disclosure in its 2008 proxy
      statement.  Also, rather than referring to Appendix A for the
      definition of independence, Halliburton will include the independence standards
      in the body of its 2008 proxy statement.

              3.

              On
                page 9 you identify the independent directors of the board. Please
                provide
                the information required by Item 407(a)(3) of Regulation S-K. For
                each
                director and nominee for director that is identified as independent,
                describe, by specific category or type, any transactions, relationships
                or
                arrangements not disclosed pursuant to Item 404(a) that were considered
                by
                the board of directors under the applicable independence definitions
                in
                determining that the director is
                independent.

    Response:  There
      were no transactions, relationships or arrangements not disclosed pursuant
      to
      Item 404(a) of Regulation S-K that were considered by the Board in making its
      determination as to the independence of the Directors so
      designated.  Halliburton will add appropriate language to the footnote
      to the table on page 9 in future proxy statements to that effect.  Of
      course, if there are transactions, relationships or arrangements between
      Halliburton and a Director considered by the Board in making its independence
      determination that were not otherwise disclosed under “Certain Relationships and
      Related Transactions,” the footnote will disclose those transactions,
      relationships or arrangements.

    Compensation
      Discussion and Analysis, page 10

              4.

              Your
                disclosure contains defined terms and language that does not facilitate
                a
                clear understanding of your compensation program. Please define terms,
                if
                necessary, when first used and use such terms consistently throughout
                your
                disclosure. Additionally, tailor your discussion to avoid disclosure
                that
                could apply to any other company. Please note the following examples
                of
                such disclosure:

              ·

              references
                to the defined terms “Executive Compensation Program,” “Compensation
                Philosophy and Strategy,” “Philosophy and Strategy,” “Plan,” “1993 Plan,”
                “Annual Performance Pay Plan,” and “Performance Unit
                Program”;

              ·

              disclosure
                regarding the “internal executive compensation resources” with whom the
                compensation consultant coordinates regarding
                compensation;

              ·

              disclosure
                in the bullet points at the beginning of page 14 that could apply
                to any
                company and that does not provide insight into specific factors unique
                to
                your company; and,

              ·

              disclosure
                on page 17 that insufficiently explains how the performance unit
                program
                functions, specific targets established pursuant to the program and
                identifying the “individual incentive opportunities ...established based
                on market references...”

    Response:  The
      Staff’s comments on the use of defined terms and language that does not
      facilitate a clear understanding of our compensation program are noted, and
      we
      will address the Staff’s comments in preparing the 2008 proxy
      statement.

              5.

              The
                disclosure required by Item 402 should be presented for “covered” persons
                as defined in Item 402(a)(3) of Regulation S-K, and unless material
                to an
                understanding of the principal features of the way compensation is
                structured overall, additional information should be removed if
                potentially confusing. For example, on page 18 you disclose that
                the use
                of perquisites for “Executives” is “limited in both scope and value;” yet,
                it is clear that Senior Executives (as defined in your disclosure)
                do
                receive perquisites regularly and in material amounts. As noted in
                the
                comment above, limit the use of defined terms and present your disclosure
                clearly and concisely.

    Response:  The
      Staff’s comments on limiting the disclosure to “covered” persons as defined in
      Item 402(a)(3) of Regulation S-K, unless material to an understanding of the
      principal features of the way compensation is structured is noted, and we will
      address the Staff’s comments in preparing the 2008 proxy statement.

              6.

              Please
                refer to Item 402(b) and Section II.B.1 of Release 33-8732A. Your
                Compensation Discussion and Analysis should provide insight into
                how
                compensation elements and levels of compensation are actually structured
                and determined with regard to each of the named executive officers.
                For
                example, we refer you to the bullet points listed on page 16 and
                Item
                402(b)(2)(vii) of Regulation S-K. Provide an analysis of how the
                listed
                criteria were considered in evaluating each named executive officer
                and in
                determining the compensation awarded to the officer during the fiscal
                year. Moreover, add disclosure on page 19 under the heading “Conclusion”
                to link your conclusion to a more in-depth analysis of the compensation
                elements and levels of compensation actually awarded to the named
                executive officers during the
                year.

    Response:  Regarding
      the analysis of how the listed criteria were considered in evaluating each
      named
      executive officer, please see our response to comment #7.  The Staff’s
      comments regarding the Conclusion are noted, and we will address the Staff’s
      comments in preparing the 2008 proxy statement.

              7.

              You
                provide several references throughout the Compensation Discussion
                and
                Analysis to the discretion that may be exercised by the committee
                in
                determining compensation types and levels. For example, you disclose
                that
                allocations to named executive officers under the Supplemental Executive
                Retirement Plan are made at the sole discretion of the committee.
                Similarly, early retirement and benefits, if approved, are subject
                to the
                “sole discretion of the compensation committee” and in the discussion of
                base salary and long-term incentives, you disclose that the committee
                may
                exercise its discretion in determining the type or amount of compensation
                awarded. Please provide an analysis of the specific factors the committee
                considered when exercising its discretion in awarding the type and
                amount
                of compensation to a named executive officer. Please see Item 402(b)(1)(v)
                and Instruction 1 to Item 402(b) of Regulation
                S-K.

    Response:  Our
      compensation package consists of base salary, short-term incentives, long-term
      incentives, retirement benefits and perquisites.  Market data
      (information provided by an external consultant that represents the elements
      and
      average compensation of similar positions within our defined comparator group)
      is used by the Compensation Committee as the primary reference point for the
      target value and actual value of each of the above elements of compensation,
      individually and in aggregate for each executive.  This approach
      confirms that our compensation package for named executive officers (“NEOs”) is
      appropriate given our pay philosophy and competitive to market peers given
      their
      position and scope of responsibility.

    The
      Compensation Committee then sets the final compensation opportunity for each
      NEO
      so that their actual total compensation is consistent with our philosophy of
      paying at the 50th percentile
      or
      higher for those years of superior performance and paying below the 50th percentile
      when
      performance does not meet competitive standards. In doing this, the Compensation
      Committee considers (1) how compensation elements serve to motivate and reward
      each NEO appropriately and competitively position their pay opportunity in
      order
      to retain their services and skills, (2) individual performance in reaching
      financial and operational objectives, (3) other factors including business
      unit
      or functional goals, and (4) sustained levels of performance, future potential,
      time in position and years of service with the company.  These factors
      are considered on an unweighted basis to determine final pay decisions and
      to
      ensure internal equity among positions having similar scope and responsibility
      within the organization.

              8.

              We
                direct you to Release 33-8732A, Section II.B.1. As noted therein,
                the
                Compensation Discussion and Analysis should be sufficiently precise
                to
                identify material differences in compensation policies with respect
                to
                individual executive officers. Please explain the discrepancies in
                type
                and amount of compensation awarded to the named executive officers.
                For
                example, identify the specific achievements or other material factors
                considered in the award of the base salary and stock awards granted
                to
                your Chief Executive
                Officer.

    Response:  The
      policies used to set compensation for each of the NEOs are the
      same.  There are no discrepancies in the types of compensation among
      the NEOs.  The discrepancies that exist in the amounts of compensation
      among the NEOs relate to each NEO’s position, his corresponding scope of
      responsibility, individual performance, and differences in the competitive
      market pay levels for like positions in the peer group.

    For
      example, when determining the base salary and stock awards for the CEO, the
      Compensation Committee took into consideration competitive market pay levels
      for
      the CEOs at our comparator group and Mr. Lesar’s accomplishments in the areas of
      business development, expansion into strategic markets, management succession,
      management of the KBR separation and the achievement of financial and
      operational objectives.  For further explanation, please see our
      response to comment #10.

    Executive
      Compensation Procedures, page 14

              9.

              On
                page 14 you disclose that