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Helmerich & Payne, Inc. Director's Dealing 2004

Jan 26, 2004

14858_dirs_2004-01-26_0a0dadbc-1969-45ec-858e-ae616055969b.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: HELMERICH & PAYNE INC (HP)
CIK: 0000046765
Period of Report: 2003-07-17

Reporting Person: MACKEY STEVEN R (Vice Pres., General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2003-07-17 Common Stock M 4000.0000 $12.7949 Acquired 5190.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-07-17 Stock Option (Right to Buy) $12.7949 M 4000.0000 Disposed 2008-12-02 Common Stock (4000.0000) Direct

Footnotes

F1: Includes 1,190 shares indirectly held in the reporting person's 401(k) account.

F2: This Form 4 Amendment is filed soley to correct column 5 of Table II which inadvertently designated the 4,000 shares as Acquired instead of correctly as having been Disposed.

F3: These options were granted under the Helmerich & Payne, Inc. 1996 Stock Incentive Plan (Rule 16b-3 plan) on 12/2/98 at an exercise price of $16.8125, and $12.7949 post-spinoff. These options vest over 4 years in 25% increments. The noted date represents the first date options vested.