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

Aug 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELMERICH & PAYNE INC (HP)
CIK: 0000046765
Period of Report: 2005-08-01

Reporting Person: HELM GORDON K (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-01	Common Stock	M	12500	$18.8356	Acquired	21460	Direct
2005-08-01	Common Stock	S	2500	$59.61	Disposed	18960	Direct
2005-08-01	Common Stock	S	2500	$59.60	Disposed	16460	Direct
2005-08-01	Common Stock	S	1000	$59.46	Disposed	15460	Direct
2005-08-01	Common Stock	S	100	$59.47	Disposed	15360	Direct
2005-08-01	Common Stock	S	1400	$59.42	Disposed	13960	Direct
2005-08-01	Common Stock	S	2500	$59.20	Disposed	11460	Direct
2005-08-01	Common Stock	S	2500	$59.27	Disposed	8960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-01	Stock Option (right to buy)	$18.8356	M	12500	Disposed	2009-12-01	Common Stock (12500)	Direct

Footnotes

F1: Includes approximately 3,626 shares indirectly held in the reporting person's 401(k) account.

F2: These options were granted under the Helmerich & Payne, Inc. 1996 Stock Incentive Plan on 12/1/99 at an exercise price of $24.75, or $18.8356 post-spinoff. These options vested over four years in 25% increments. The noted dated represents the first date options vested.