Helmerich & Payne, Inc. — Director's Dealing 2005

Dec 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELMERICH & PAYNE INC (HP)
CIK: 0000046765
Period of Report: 2005-12-01

Reporting Person: RUST EDWARD B JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-01	Phantom Stock	$	A	0.5989	Acquired		Common Stock (0.5989)	Direct

Footnotes

F1: 1-for-1.

F2: The shares of phantom stock become payable, in cash only, at the election of the reporting person either (1) in a lump sump payable no later than 60 days following the termination of the reporting person's service as a director or (2) in annual installments for a period of 'x' years (not to exceed 10).