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

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

Plaintiff United States of America hereby certifies that it has complied with the provisions of the Antitrust Procedures and Penalties Act, 15 U.S.C.A. § 16 (b)-(h) (West 1997) ("APPA") in preparation for entry of a final judgment, and states:

1. On September 29, 1998, plaintiff and defendants stipulated to the entry of the proposed Final Judgment after compliance with the requirements of the APPA, assuming plaintiff had not withdrawn its consent.

2. The stipulation and proposed Final Judgment were filed with the Court on September 29, 1998, and the Competitive Impact Statement ("CIS") was filed with the Court on October 21, 1998.

3. Pursuant to 15 U.S.C.A. § 16(b), the stipulation, proposed Final Judgment and CIS were published in the Federal Register on November 2, 1998, 63 Fed. Reg. 58770.

4. Pursuant to 15 U.S.C.A. § 16(c), a summary of the terms of the proposed Final Judgment and CIS was published in the Washington Post, a newspaper of general circulation in the District of Columbia, during the period October 27, 1998, through November 2, 1998.

5. The sixty-day period prescribed by 15 U.S.C.A. § 16(b) and (d) for the receipt and consideration of written comments commenced on November 2, 1998 and expired on January 1, 1999.

6. The United States received and responded to one public comment on the proposed Final Judgment. The comment and Plaintiff's Response to Public Comment were filed with the Court on January 27, 1999, and published in the Federal Register on February 12, 1999, 64 Fed. Reg. 7208.

7. Pursuant to 15 U.S.C.A. § 16(b), the United States furnished to requesting parties copies of the CIS, as well as copies of the Complaint and the proposed Final Judgment.

8. Defendants Halliburton and Dresser submitted to the Court their certificates of compliance with 15 U.S.C.A. § 16(g) on October 7, 1998 and October 8, 1998, respectively, both describing communications by or on behalf of Defendants relating to the proposed Final Judgment with officers or employees of the United States.

9. The parties have now satisfied all of the requirements imposed upon them by the APPA as a condition for entry of the proposed Final Judgment.

10. The United States, having not withdrawn its consent to the proposed modification, now asks this Court to make its public interest determination and enter the Final Judgment without further hearings.

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) 307-2784(Fax)

I hereby certify that I have caused a copy of the foregoing United States' Certificate of Compliance with the Provisions of the Antitrust Procedures and Penalties Act 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)