EXHIBIT 10.1 AMENDMENT TO STOCKHOLDER AGREEMENT BETWEEN HALLIBURTON COMPANY AND DII INDUSTRIES, LLC ASBESTOS PI TRUST MARCH 17, 2005 AMENDMENT TO STOCKHOLDER AGREEMENT

EXHIBIT 10.1

This AMENDMENT TO STOCKHOLDER AGREEMENT (this “ Amendment ”), dated as of March 17, 2005, is entered into by and between Halliburton Company, a Delaware corporation (“ Company ”), and the DII Industries, LLC Asbestos PI Trust (the “ Stockholder ”).

Reference is made to the Stockholder Agreement dated January 20, 2005 (the “ Stockholder Agreement ”). The Company and the Stockholder have, as of the date hereof, entered into the Underwriting Agreement (as defined below). The Company and the Stockholder have agreed to amend and waive certain provisions of the Stockholder Agreement as provided herein. Capitalized terms used in this Amendment are used as defined in the Stockholder Agreement.

In consideration of the representations, warranties, covenants and agreements contained in this Amendment, the Company and the Stockholder hereby agree as follows:

SECTION 1   

1.    Waiver of Agreed Volume Limitations

. The Company agrees, until April 4, 2005, to waive the Agreed Volume Limitations in the Stockholder Agreement to permit and allow the Stockholder to enter into the Underwriting Agreement for the Proposed Offering (as defined below) and to complete the sale of Subject Shares by the Stockholder in the Proposed Offering as contemplated by the Underwriting Agreement.

2.     Definitions

. The following definitions shall be added to the definitions in Appendix A to the Stockholder Agreement:

“ Proposed Offering ” shall mean an underwritten offering of Subject Shares by the Stockholder as contemplated by the Underwriting Agreement, or as the offering may be amended or supplemented by mutual agreement of the Company and the Stockholder; provided , that the control of any Transfer of the Subject Shares, including the closing of the sale of the Subject Shares as contemplated by the Underwriting Agreement, shall at all times remain within the sole discretion of the Stockholder.

“ Underwriting Agreement ” shall mean the Underwriting Agreement dated as of March 17, 2005 among the Company, the Stockholder and J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Citigroup Global Markets Inc., as representatives of other underwriters named therein, providing for the sale by the Stockholder of an aggregate of 59,500,000 Subject Shares of common stock of the Company.

3.    Limitation Amendment

. Effective upon the closing of the sale of 54,500,000 shares of common stock of the Company pursuant to the Proposed Offering:

(a)    The proviso in Section 4.1(a) shall be amended to read in its entirety as follows:

“ provided, however , that if (i) the Company exercises its right to suspend the Shelf Registration or to require a Discontinuance Period (as defined below) in accordance with Section 4.1(b)(i) below or (ii) the Shelf Registration Statement is not declared effective under the Securities Act on the Funding Date, then (A) the Effectiveness Period in respect of the related Shelf Registration Statement shall be extended by the same number of days as the suspension period invoked and the Discontinuance Period required by the Company or the number of days from the Funding Date until the Shelf Registration Statement is declared effective under the Securities Act, respectively, or both, if applicable, and (B) notwithstanding section 3.1, the Stockholder may Transfer the Subject Shares pursuant to the Shelf Registration Statement during such extension of the Effectiveness Period, subject t