X0202 4/A 2005-05-09 2005-05-09 0 0000046765 HELMERICH & PAYNE INC HP 0001209394 DOTSON GEORGE S 1437 SOUTH BOULDER AVE. TULSA OK 74119 1 1 0 0 Vice President Common Stock 2005-05-09 4 M 0 10000 10.6545 A 78852 D Common Stock 2005-05-09 4 S 0 10000 42.00 D 68852 D Common Stock 2005-05-09 5 G 0 E 1000 0.00 D 67852 D Common Stock (right to buy) 10.6545 2005-05-09 4 M 0 10000 0.00 D 1996-12-06 2005-12-06 Common Stock 10000 28840 D 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. 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. This Form 4 Amendment is 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 is made hereby. This Form 4 otherwise simply restates the original Form 4 filed 5/9/05. Jonathan M. Cinocca, by Power of Attorney for George S. Dotson 2005-05-27