EXHIBIT 24.1



                                POWER OF ATTORNEY


         WHEREAS, Halliburton Company, a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), a Registration
Statement on Form S-4, including a prospectus, with such amendment or amendments
thereto, whether pre-effective or post-effective, in each case as may be
necessary or appropriate, together with any and all exhibits and other documents
having relation to said Registration Statement (collectively, the "Registration
Statement");

         NOW, THEREFORE, each of the undersigned, in his or her capacity as a
director of Company, does hereby appoint Albert O. Cornelison, Jr. and Margaret
E. Carriere, each of whom may act without the joinder of the other, as his or
her true and lawful attorneys-in-fact and agents with power to act and with full
power of substitution and resubstitution, to execute in his or her name, place
and stead, in his or her capacity as a director of the Company, the Registration
Statement and all instruments necessary or incidental in connection therewith,
with such amendment or amendments thereto in each case as said attorneys-in-fact
and agents or any of them shall deem necessary or appropriate, together with any
and all exhibits and other documents relating thereto as said attorneys-in-fact
and agents or any of them shall deem necessary or appropriate or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Said attorneys-in-fact and agents shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done to the premises, as fully and to all intents and purposes
as each of the undersigned might or could do in person, each of the undersigned
hereby ratifying and approving the acts of said attorneys-in-fact and agents or
any of them or their substitutes.

         IN WITNESS WHEREOF, each of the undersigned has executed this
instrument on this 20th day of February, 2004.



      /s/ Robert L. Crandall                  /s/ Kenneth T. Derr
------------------------------------    ------------------------------------
Robert L. Crandall                      Kenneth T. Derr


      /s/ Charles J. DiBona                   /s/ W.R. Howell
------------------------------------    ------------------------------------
Charles J. DiBona                       W.R. Howell


      /s/ Ray L. Hunt                         /s/ Aylwin B. Lewis
------------------------------------    ------------------------------------
Ray L. Hunt                             Aylwin B. Lewis

      /s/ J. Landis Martin                    /s/ Jay A. Precourt
------------------------------------    ------------------------------------
J. Landis Martin                        Jay A. Precourt


      /s/ Debra L. Reed                       /s/ C. J. Silas
------------------------------------    ------------------------------------
Debra L. Reed                           C. J. Silas