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: HELMERICH HANS (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-10	Common Stock	M	118260	$10.6545	Acquired	314530	Direct
2005-02-10	Common Stock	F	69714	$38.95	Disposed	244816	Direct
2005-02-11	Common Stock	S	4300	$39.95	Disposed	240516	Direct
2005-02-11	Common Stock	S	10700	$39.80	Disposed	229816	Direct
2005-02-11	Common Stock	S	300	$39.90	Disposed	229516	Direct
2005-02-11	Common Stock	S	1700	$38.89	Disposed	227816	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	118260	Disposed	2005-12-06	Common Stock (118260)	Direct

Footnotes

F1: The amount of securities reported following the gift transaction includes the following: 10,513 shares held indirectly in the reporting person's 401(k) account; 16,800 shares held indirectly as trustee for various accounts where beneficial ownership is denied; and 21,465 shares held indirectly -- benefical ownership is denied as such shares are owned directly by the reporting person's spouse.

F2: The amount of securities reported following the gift transaction includes the following: 10,513 shares held indirectly in the reporting person's 401(k) account; 16,800 shares held indirectly as trustee for various accounts where beneficial ownership is denied; and 21,165 shares held indirectly -- benefical ownership is denied as such shares are owned directly by the reporting person's spouse.

F3: The amount of securities reported following the gift transaction includes the following: 10,513 shares held indirectly in the reporting person's 401(k) account; 16,800 shares held indirectly as trustee for various accounts where beneficial ownership is denied; and 19,465 shares held indirectly -- benefical ownership is denied as such shares are owned directly by the reporting person's spouse.

F4: 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.