UNITED STATES OF AMERICA,                       Plaintiff,                   v. HALLIBURTON COMPANY and DRESSER INDUSTRIES, INC.,                   Defendants.

| | | | | | | | | | | | |

Case Number: 98-CV-2340 (TPJ) Judge Thomas Penfield Jackson

PLAINTIFF'S MOTION
FOR ENTRY OF FINAL JUDGMENT

Pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act, 15 U.S.C.A. § 16 (b)-(h) (West 1997) ("APPA"), Plaintiff United States moves for entry of the proposed Final Judgment in this civil antitrust proceeding. A copy of the proposed Final Judgment is attached. The Final Judgment may be entered at this time without further hearing upon determination by the Court that entry is in the public interest.

On September 29, 1998, the United States Department of Justice ("the Department") filed the Complaint in this matter alleging that the proposed merger of Halliburton Company ("Halliburton") and Dresser Industries, Inc. ("Dresser") would combine two of only four companies that provide logging-while-drilling ("LWD") tools and services for oil and natural gas drilling. The Complaint alleged that the proposed merger would reduce competition and likely lead to higher prices for LWD services, reduce LWD service quality, and slow the pace of LWD-related innovation, in violation of Section 7 of the Clayton Act, 15 U.S.C.A. § 18 (West 1997).

Simultaneously with the filing of the Complaint, the Plaintiff filed the proposed Final Judgment and a Stipulation and Order signed by all the parties that allows for entry of the Final Judgment following compliance with the Antitrust Procedures and Penalties Act, 15 U.S.C.A. §16 (b)-(h) ("APPA"). A Competitive Impact Statement ("CIS") was subsequently filed with the Court on October 21, 1998, and was published in the Federal Register on November 2, 1998. The CIS explains in detail the provisions of the proposed Final Judgment, the nature and purposes of these proceedings, and the transaction giving rise to the alleged violation. To prevent the competitive harm, the proposed Final Judgment requires the divestiture of Halliburton's worldwide LWD business, including virtually all of Halliburton's LWD tools.

The APPA prescribes a sixty-day period for the submission of public comments on the proposed Final Judgment. 15 U.S.C.A. § 16(b). In this case, the comment period began on November 2, 1998, and ended on January 1, 1999. The United States received one comment during this period on the proposed Final Judgment, and filed with the Court on January 27, 1999, Plaintiff's Response to Public Comment. The procedures required by the APPA have been completed, as is explained in the Certificate of Compliance filed by the United States simultaneously with this Motion. It is now appropriate for the Court to make the public interest determination required by 15 U.S.C.A. § 16(e) and to enter the Final Judgment.

Before entering the proposed Final Judgment, the Court is to determine whether the Judgment "is in the public interest." In making that determination, the Court may consider:

1. the competitive impact of such judgment, including termination of alleged violations, provisions for enforcement and modification, duration or relief sought, anticipated effects of alternative remedies actually considered, and any other considerations bearing upon the adequacy of such judgment;

2. the impact of entry of such judgment upon the public generally and individuals alleging specific injury from the violations set forth in the complaint including consideration of the public benefit, if any, to be derived from a determination of the issues at trial.

15 U.S.C.A. § 16(e).

In its CIS filed with the Court, the United States explained the meaning and proper application of the public interest standard under the APPA and incorporates those statements here by reference. Similarly, in Plaintiff's Response to Public Comment, the United States explained that the issues raised in the comment do not change the United States' determination that entry of the proposed Final Judgment will provide an effective and appropriate remedy for the antitrust violation alleged in the Complaint and is in the public interest. That explanation is incorporated here by reference.

For the reasons set forth in this Motion, the CIS, and Plaintiff's Response to Public Comment, the Court should find that the proposed Final Judgment is in the public interest without further hearings. The United States respectfully asks this Court to enter the proposed Final Judgment attached to this Motion as soon as possible.

Dated this 22^nd day of February, 1999.

Respectfully submitted,

______________"/s/"_______________ Angela L. Hughes Member of The Florida Bar, # 211052 Robert L. McGeorge Joan H. Hogan Andrew K. Rosa Salvatore Massa U.S. Department of Justice Antitrust Division 325 7th Street, N.W., Suite 500 Washington, DC 20530 (202) 307-6410 (202) 616-2441(Fax)

I hereby certify that I have caused a copy of the foregoing Plaintiff's Motion for Entry of Final Judgment to be served on counsel for Defendants in this matter by facsimile and first class mail, postage prepaid.

Counsel for Defendant Halliburton Company:

Ky P. Ewing, Jr., Esquire
Vinson & Elkins
1455 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-1008
Telephone: (202) 639-6580
Facsimile: (202) 639-6604

Counsel for Defendant Dresser Industries, Inc.:

Helene D. Jaffe, Esquire
Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8572
Facsimile: (212) 310-8007

_____2/22/99_____ Date

_____________"/s/"______________ Angela L. Hughes Member of The Florida Bar, # 211052 U.S. Department of Justice Antitrust Division 325 7th Street, N.W., Suite 500 Washington, DC 20530 (202) 307-6410 (202) 307-2784(Fax)