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    HALLIBURTON

    ______________________________________________________________________

    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

    January
      18, 2008

    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 2, 2007

    File
      No.
      001-03492

    We
      are responding to the comment received from the staff of the
      Division of Corporation Finance (the “Staff”) of the Securities and Exchange
      Commission by letter dated December 6, 2007 regarding the Definitive Proxy
      Statement on Schedule 14A (File No. 001-03492) of Halliburton Company filed
      April 2, 2007. For your convenience, our response is prefaced by the exact
      text
      of the Staff’s comment in bold text.

    Short-term
      (Annual)
      Incentives, page 16

              1.

              We
                note your response to prior comment 13 and reissue the
                comment.  You state that because you provide more information
                about your segments than your competitors, the disclosure of the
                targets
                will provide an element of profitability that could compromise your
                competitive position.  However, it is unclear how you reached
                that conclusion.  The result that you assert appears to be
                linked to the fact that you tend to disclose more information than
                your
                competitors, and not to the disclosure of the targets.  Also,
                explain why you believe that the disclosure of the targets will reveal
                insight about your profitability that is not already available in
                the
                public domain.  Finally, ensure that all your arguments focus on
                the potential competitive harm that will result from the disclosure
                of the
                targets.

    We
      have
      reconsidered our position regarding the disclosure of targets for our short-term
      annual incentives.  As previously disclosed, our short-term incentives
      are based on cash value added, or CVA.  In future proxy statements, we
      will disclose the CVA target amounts for short-term incentives for the most
      recent full years.

    Below
      is
      a modified version of what the “Short-term (Annual) Incentives” section of the
      Proxy Statement would look like with disclosure of the CVA targets and other
      changes mentioned in our previous responses to Staff comments.

    Example
      Using 2006 Financial
      Data

    In
      1995,
      the Compensation Committee established the Annual Performance Pay
      Plan.  The Plan serves to:

              ·

              Reward
                Executives and other key members of management for improving financial
                results that drive the creation of economic value for stockholders
                of the
                Company; and

              ·

              Provide
                a means to connect individual cash compensation directly to our
                performance.

    The
      objective for our business is to generate more earnings than normally expected
      by the investors who have provided us capital to grow our
      business.  We measure achievement of this objective using Cash Value
      Added, or CVA.  CVA is a financial measurement that theoretically
      demonstrates the amount of economic value added to our business.  CVA
      equals the profit (the “Net Operating Profit after Tax”) that remains after
      deducting the cost of all the capital invested to produce that profit (the
      “Capital Charge”).  Net Operating Profit after Tax equals (i) the sum
      of operating income plus interest income plus foreign currency gains and losses
      plus other nonoperating income, net, (ii) reduced by our expected tax expense
      as
      calculated using our planned tax rate as set during the annual planning
      process.  Capital Charge equals total assets (excluding current and
      noncurrent deferred income taxes) less total liabilities (excluding long-term
      debt, current maturities of long-term debt, and short-term notes payable)
      multiplied by a weighted average cost of capital percentage.  CVA is
      computed monthly and accumulated through the calendar
      year.  Adjustments may, at times, be approved by the Board of
      Directors in the calculation of the CVA payout, including the treatment of
      unusual items which may have impacted the Company’s actual
      results.  No such adjustments occurred during 2006.

    At
      the
      beginning of each plan year, we establish an incentive award schedule that
      equates given levels of CVA performance with varying reward opportunities paid
      in cash.  The performance targets range from “Threshold” to
“Challenge.”  “Threshold” reflects the CVA performance which would be
      calculated if we achieved 70% of planned operating
      income.  “Challenge” reflects the CVA performance which would be
      calculated if we achieved 150% of planned operating income.  These
      targets are based on the Company’s annual operating plan, as approved by our
      Board of Directors, and are set at levels that management believes would be
      sufficient to meet or exceed shareholder expectations of the Company’s
      performance, as well as management’s expectations of the relative performance of
      our competitors.  Given the cyclical nature of our business, our
      performance targets vary from year to year, which can similarly impact the
      difficulty in achieving the targets.

    In
      determining CVA awards, the company has consistently applied the planned tax
      rate and the weighted average cost of capital percentage when determining actual
      CVA performance.  As a result, the CVA performance targets are not
      made easier to achieve by improved tax rates or lower actual cost of
      capital.

    Historically,
      the ability to achieve these targets has been difficult.  Over the
      past nine years the Plan achieved maximum performance levels five times,
      achieved target performance once, and fell short of the threshold performance
      levels three times.

    Individual
      incentive award opportunities are established at target and maximum performance
      levels as a percentage of base salary at the beginning of the plan
      year.  The maximum amount any participant can receive under the Plan
      is limited to two times the target opportunity level.  The level of
      achievement of annual CVA performance determines the dollar amount of incentive
      compensation payable to participants following completion of the Plan
      year.

    The
      Committee set the 2006 performance goals for the NEOs based on Halliburton
      Company consolidated CVA results and set their individual target and maximum
      levels of opportunity under the Plan as a percentage of January 1, 2006 annual
      base salary as follows: Mr. Lesar 110% at target and 220% at maximum, Messrs.
      Cornelison, Gaut and Lane each had target levels of 65% and maximum levels
      of
      130%. Mr. McCollum’s target and maximum were 50% and 100%,
      respectively.

    The
      CVA
      targets for 2006 were $473 million for “Target” and $776 million for
“Maximum.”

    We
      appreciate the extra time that you
      provided for us to submit these responses to the Staff’s
      comments.  Please contact me at (713) 759-2617 or Robert Hayter at
      (713) 759-2616 with any questions.

    Very
      truly yours,

    /s/
      Sherry D. Williams

    Sherry
      D. Williams