Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2008, Halliburton's Board of Directors amended its By-laws. The amendment:

· revises the date for determining that election of directors will be by a plurality vote instead of a majority vote where there is a stockholder proposed director nominee and the number of nominees exceeds the number of directors to be elected;

· revises the advance notice provisions to:

· provide for changes in the timing of the annual meeting;

· clarify that the provisions apply to both annual and special meetings of stockholders; and

· expand the information to be disclosed to Halliburton about the proposal and about the stockholder proponent and the director nominee, including all ownership interests in Halliburton they hold; and

· clarifies that officer and director rights to indemnification vest upon a person becoming an officer or director, not when the cause of action arises.

The amended By-laws are attached to this report as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

3.1 By-laws revised effective December 3, 2008.

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