EXHIBIT 23.1

                          Independent Auditors' Consent

The Board of Directors
Halliburton Company:

We consent to the  incorporation  by  reference in the  registration  statements
(Nos.  33-65772,  333-32731,  333-74408,  and  333-110035)  on  Form  S-3,  (No.
333-110420) on Form S-4, and (Nos. 33-54881,  333-40717,  333-37533,  333-13475,
333-65373,  333-55747, 333-83223, 333-45518, 333-73046, 33-76496, 333-91058, and
333-86080) on Form S-8 of  Halliburton  Company of our report dated February 18,
2004, with respect to the consolidated  balance sheet of Halliburton  Company as
of  December  31,  2003 and 2002,  and the related  consolidated  statements  of
operations, shareholders' equity, and cash flows for the years then ended.

Our report  contains  an  explanatory  paragraph  which  states that the Company
changed the  composition of its reportable  segments in 2003. The amounts in the
2002 and 2001 consolidated  financial  statements related to reportable segments
have been restated to conform to the 2003 composition of reportable segments.

Our report  also  refers to our audit of the  adjustments  that were  applied to
Halliburton  Company's  reportable  segments  to  revise  the 2001  consolidated
finanacial  statements,  as more fully  described in Note 5 to the  consolidated
financial  statements,  as well as to our audit of the  revisions to include the
transitional   disclosures  required  by  Statement  of  Finanacial   Accounting
Standards No. 142, Goodwill and Other Intangible Assets, as more fully described
in Note 1 to the consolidated financial statements. However, we were not engaged
to audit,  review,  or apply any procedures to the 2001  consolidated  financial
statements other than with respect to such adjustments.



/s/ KPMG LLP
-----------------
KPMG LLP

Houston, TX
March 8, 2004