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

Feb 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELMERICH & PAYNE INC (HP)
CIK: 0000046765
Period of Report: 2005-02-10

Reporting Person: HELM GORDON K (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-10	Common Stock	M	3154	$10.6545	Acquired	12021	Direct
2005-02-10	Common Stock	S	1154	$39.44	Disposed	10867	Direct
2005-02-10	Common Stock	S	2000	$39.42	Disposed	8867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-10	Common Stock (right to buy)	$10.6545	M	3154	Disposed	2005-12-06	Common Stock (3154)	Direct

Footnotes

F1: Includes approximately 3,533 shares indirectly held in the reporting person's 401(k) account at January 31, 2005.

F2: These options were granted under the Helmerich & Payne, Inc. 1990 Stock Option Plan on 12/6/95 at an exercise price of $28.00 pre-split and $14.00 post-split, and $10.6545 post-spinoff. These options vested over five years in 20% increments. The noted dated represents the first date options vested.