SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOTSON GEORGE S

(Last)

(First)

(Middle)

1437 SOUTH BOULDER AVE.

(Street)

TULSA

74119

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HELMERICH & PAYNE INC [ HP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/09/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2005		M		10,000	A	$10.6545	77,852	D⁽¹⁾
Common Stock	05/09/2005		S		10,000	D	$42	67,852	D⁽¹⁾
Common Stock	05/09/2005		G	V	1,000	D	$0.00	66,852	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (right to buy)	$10.6545	05/09/2005		M			10,000	12/06/1996⁽²⁾	12/06/2005	Common Stock	10,000	$0.00	28,840	D

Explanation of Responses:

1. Includes the following shares held indirectly: 5,089 shares in the reporting person's 401(k) account; and 35,554 shares with respect to which beneficial ownership is disclaimed as such shares are owned by the reporting person's spouse.

2. These options were granted under the Helmerich & Payne, Inc. 1990 Stock Option Plan (Rule 16b-3) on 12/6/95 at an exercise price of $28.00, $14.00 post stock-split, and finally adjusted to $10.6545 post-spinoff. These options vested over 5 years in 20% increments. The noted date is the date options first vested.

Remarks:

This is Amendment No. 2. This second amendment is filed solely to correct the amount of securities reflected as beneficially owned in column 5 of Table 1, with each line item in that column having been inadvertently understated by 1,000 shares. The first amendment to the original Form 4 was filed solely for the purpose of correcting the "Date of Earliest Transaction" in Box 3 above Table I. In the original Form 4 it was incorrectly stated as 2/1/05 as opposed to the correct date of 5/9/05. No other change to the original Form 4 was made by the first amendment.

	Jonathan M. Cinocca, by Power of Attorney for George S. Dotson	08/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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