SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                DATE OF REPORT (date of earliest event reported)

                                 April 19, 2004

                               Halliburton Company
             (Exact name of registrant as specified in its charter)

State or other                    Commission               IRS Employer
jurisdiction                      File Number              Identification
of incorporation                                           Number

Delaware                            1-3492                 No. 75-2677995


                            1401 McKinney, Suite 2400
                              Houston, Texas 77010
                    (Address of principal executive offices)

                         Registrant's telephone number,
                       including area code - 713-759-2600



         INFORMATION TO BE INCLUDED IN REPORT

Item 9.  Regulation FD Disclosure

         On  April  19,  2004  registrant   issued  a  press  release   entitled
"Halliburton Announces Agreement With Petrobras on Barracuda-Caratinga Project."

         The text of the press release is as follows:

                HALLIBURTON ANNOUNCES AGREEMENT WITH PETROBRAS ON
                          BARRACUDA-CARATINGA PROJECT

  Company to take first quarter charge of about $62 million or $0.14 per share
                                   after tax

HOUSTON,  Texas - Halliburton (NYSE:HAL) announced today that its KBR subsidiary
has  reached  an  agreement  in  principle  with  Petrobras  that  will  resolve
outstanding issues regarding the  Barracuda-Caratinga  project. The agreement in
principle, which is also subject to project lender approval and final agreement,
will settle outstanding claims and extend project deadlines.

Halliburton also announced that it will take additional  operating losses on its
Barracuda-Caratinga  project in the first quarter of 2004 of  approximately  $62
million or $0.14 per share after tax. The  additional  charges follow a thorough
review of the project indicating higher cost estimates,  schedule extensions and
other factors.

"The agreement in principle with Petrobras, if consummated,  would significantly
reduce remaining risks associated with this project,  provide  resolution to our
claims and reduce the potential for significant  late-delivery  penalties," said
Randy Harl, president and chief executive officer of KBR.

If the parties are unable to reach final agreement, then Halliburton will pursue
arbitration  of its claim.  Although this would be a long  process,  the company
believes there is strong  support for the claim.  In the absence of an agreement
with  Petrobras,  the company  would also evaluate  whether the increased  costs
accrued in the first quarter of 2004 would increase its claim.

The agreement in principle,  if completed,  would amend the existing  agreements
and  release  both  parties  from all  existing  claims  including  the  pending
arbitration  proceedings in New York. Further, the agreement would resolve KBR's
disputed  claims and reduce  KBR's scope of work to be  performed  after the two
vessels  sail-away  which is now  scheduled for August 1, 2004 for Barracuda and
for  September  28, 2004 for  Caratinga.  Contract  liquidated  damages would be
replaced and based on the new terms and schedule under the new agreement.

Halliburton,  founded  in  1919,  is one of the  world's  largest  providers  of
products and services to the petroleum and energy industries. The company serves
its  customers  with a broad range of products and  services  through its Energy
Services and Engineering and Construction  Groups.  The company's World Wide Web
site can be accessed at www.halliburton.com.



NOTE: The  statements in this press release that are not historical  statements,
including statements regarding future financial performance, are forward-looking
statements  within the meaning of the federal  securities laws. These statements
are subject to numerous  risks and  uncertainties,  many of which are beyond the
company's  control,  which could cause actual results to differ  materially from
the  results   expressed  or  implied  by  the   statements.   These  risks  and
uncertainties  include, but are not limited to: legal risks, including the risks
of being  unable to complete  the  proposed  settlement  of asbestos  and silica
liabilities,   the  risks  of  having   material   subsidiaries  in  Chapter  11
proceedings,  the risks of audits and  investigations of the company by domestic
and foreign government  agencies and legislative  bodies, the risks of judgments
against the  company's  subsidiaries  and  predecessors  in asbestos  litigation
pending  and  currently  on appeal,  the  inability  of  insurers  for  asbestos
exposures  to pay  claims  or a delay  in the  payment  of such  claims,  future
asbestos claims defense and settlement costs, the risks of judgments against the
company and its  subsidiaries  in other  litigation and  proceedings,  including
shareholder  lawsuits,  securities laws  inquiries,  contract  disputes,  patent
infringements  and  environmental  matters,  legislation,  changes in government
regulations and adverse  reaction to scrutiny  involving the company;  political
risks,  including  the  risks of  unsettled  political  conditions,  war and the
effects  of  terrorism,  foreign  operations  and  foreign  exchange  rates  and
controls;  liquidity risks,  including the risks of potential reductions in debt
ratings,  access to credit,  availability  and costs of financing and ability to
raise capital;  weather-related  risks;  customer risks,  including the risks of
changes in capital spending and claims negotiations;  industry risks,  including
the risks of changes  that  affect  the  demand for or price of oil and/or  gas,
structural  changes in the  industries in which the company  operates,  risks of
fixed-fee  projects and risks of complex business  arrangements;  systems risks,
including  the risks of successful  development  and  installation  of financial
systems; and personnel and  merger/reorganization/disposition  risks,  including
the risks of increased  competition  for  employees,  successful  integration of
acquired businesses,  effective  restructuring efforts and successful completion
of planned dispositions. Please see Halliburton's Form 10-K/A for the year ended
December 31, 2003 for a more complete discussion of such risk factors.

                                       ###



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       HALLIBURTON COMPANY




Date:     April 19, 2004               By: /s/ Margaret E. Carriere
                                          ----------------------------------
                                               Margaret E. Carriere
                                               Vice President and Secretary