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    ed10k_comments01242008.htm

    January
      24, 2008

    MEMORANDUM

              TO:

              Division
                of Corporation Finance

              United
                States Securities and Exchange Commission

              FROM:

              Halliburton
                Company

              RE:

              Halliburton
                Company

              Form
                10-K for the Fiscal Year Ended December 31, 2006

              Forms
                10-Q for the Fiscal Quarters Ended March 31, 2007, June 30, 2007
                and

              September
                30, 2007

              Supplemental
                Response dated November 15, 2007

              File
                No. 001-03492

              Response
                to SEC Staff Comments dated January 15,
                2008

    We
      are
      responding to comments received from the staff of the Division of Corporation
      Finance of the Securities and Exchange Commission (the “Commission”) by
      letter dated January 15, 2008 regarding our filings referenced
      above.  Where applicable, our responses refer to our Annual Report on
      Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form
      10-K”) or our Quarterly Report on Form 10-Q for the fiscal quarter ended
      June 30, 2007 (the “June 30, 2007 Form 10-Q”).  For
      your convenience, our responses are prefaced by the staff’s corresponding
      comment in italicized text.

    We
      respectfully submit that, as our responses below indicate, we do not believe
      that amendments to the 2006 Form 10-K or the June 30, 2007 Form 10-Q are
      necessary or should be required in connection with the staff’s
      comments.  We will consider adjusting disclosures in future filings as
      noted in this response letter when appropriate.

    Form
      10-K for the Fiscal Year Ended December 31, 2006

              1.

              We
                note your response to prior comment 1 and reissue the
                comment.  Given the significance of the LogCAP III contract to
                your business in 2006, and taking into account the amount of backlog
                as of
                12/31/2006, it is unclear why you believe that the contract was not
“a
                contract upon which [your] business [was] substantially
                dependent.”  Please amend the Form 10-K to file the contract as
                an exhibit, or provide us with a detailed analysis supporting your
                position.

    Response:  Our
      response to comment #1 is contained in Annex A, which contains confidential
      information that we are providing to the staff on a supplemental
      basis.  We have requested confidential treatment for Annex
      A pursuant to Rule 83 of the SEC’s rules and regulations relating to
      Commission records and information.

    Note
      13, Other Commitments and Contingencies, page 99

              2.

              We
                have reviewed your response to comment 1 of our letter dated October
                31,
                2007 in which you identify numerous legal and other contingent matters
                disclosed in Notes 12 and 13.  Your response states that you
                believe it remote that a material loss will be incurred with respect
                to
                these matters but does not indicate your intention to disclose this
                fact.  To aid investor understanding of these matters, provide
                clear indication of your assessment of the likelihood of a material
                loss
                for each matter disclosed in future
                filings.

    Response:  In
      future disclosures, we will provide a clear indication of our assessment
      regarding the likelihood of a material loss for each matter disclosed, and
      we
      will provide an estimate of the possible loss or range of loss or state that
      such an estimate cannot be made.

              3.

              On
                a related matter, the list of legal and other contingent matters
                provided
                in your response does not address your conclusions with regards to
                the
                Iraqi overtime litigation disclosed on page 103.  We note your
                current disclosure states:  “It is premature to assess the
                probability of an adverse result…”  Based on the facts available
                at the time of issuance of your financial statements, your disclosure
                in
                future filings should state whether the likelihood of a material
                loss
                related to this matter was considered probable, reasonably possible
                or
                remote as defined in paragraph 3 of SFAS
                5.

    Response:  The
      Iraqi overtime litigation issue is no longer a remaining contingency for
      Halliburton.  This contingency relates to the business of KBR, which
      is now separate from and unrelated to Halliburton.  However, we note
      the Staff’s comment and in future disclosures we will clarify the likelihood of
      a material loss for each matter disclosed per criteria defined in paragraph
      3 of
      Statement of Financial Accounting Standards No. 5, “Accounting for
      Contingencies.”

    Form
      10-Q for the Fiscal Quarter Ended June 30, 2007

    Note
      2, KBR, Inc. Separation, page 6

              4.

              Explain
                to us how you intend to disclose any changes in, and the period-end
                balance of, the KBR indemnification liability in future
                periods.

    Response:  Our
      intention is to report material changes in, and the period-end balance of,
      the
      KBR indemnities in the notes to our condensed consolidated financial statements
      and/or Management’s Discussion and Analysis of Financial Condition and Results
      of Operations in our quarterly periodic reporting and annual Form
      10-K.

    *           *           *

    Halliburton
      Company hereby acknowledges that (i) it is responsible for the adequacy and
      accuracy of the disclosure in the filings referenced above, (ii) staff
      comments or changes to disclosure in response to staff comments do not foreclose
      the Commission from taking any action with respect to the filings; and
      (iii) it may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities laws
      of
      the United States.

    Please
      contact Evelyn Angelle of Halliburton Company at (281) 575-4770 with any
      questions or comments.

    FOIA
      CONFIDENTIAL TREATMENT REQUESTED BY HALLIBURTON COMPANY

              Annex
                A

    Annex
      A
      contains confidential information that we are providing to the staff on a
      supplemental basis.  We have requested confidential treatment
      for Annex A pursuant to Rule 83 of the SEC’s rules and regulations
      relating to Commission records and information.