8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported): SEPTEMBER 30, 2002


                          KEY PRODUCTION COMPANY, INC.
               (Exact Name of Registrant as Specified in Charter)


       DELAWARE                       001-11769                 84-1089744
    (State or other                  (Commission               (IRS Employer
    jurisdiction of                  File Number)             Identification #)
    incorporation)


              707 SEVENTEENTH STREET, SUITE 3300, DENVER, CO 80202
                     (Address of Principal Executive Office)


                                 (303) 295-3995
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
             (Former name and address, if changed since last report)




ITEM 5. OTHER EVENTS

Key Production Company, Inc. (NYSE: KP) announced the completion of the
merger with the exploration and production and gas marketing operations of
Helmerich & Payne, Inc. (NYSE: HP) to create a new U.S.-based independent oil
and gas company. A copy of the press release is attached hereto as
Exhibit 99.1.




Exhibit No.                         Description
- -----------                         -------------
                                 
99.1                                Press Release






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              KEY PRODUCTION COMPANY, INC.


                              By:  /s/ Paul Korus
                                  ---------------------------
                              Name:    Paul Korus
                              Title:   Chief Financial Officer & Vice President


Dated:  September 30, 2002




                                  Exhibit Index



         Exhibit
         Number            Description
         --------          -----------
                        
         99.1              Press Release of Key Production Company, Inc., dated September 30, 2002.

EX-99.1

   CONTACT:     Paul Korus                    FOR RELEASE AT 2:15 P.M. (MST)
   -------                                    ------------------------------
                (303) 295-3995                Monday, September 30, 2002


                         KEY PRODUCTION COMPLETES MERGER

DENVER - Key Production Company, Inc. (NYSE: KP) today announced the
completion of the merger with the exploration and production and gas
marketing operations of Helmerich & Payne, Inc. (NYSE: HP) to create a new
U.S.-based independent oil and gas company with an equity market value of
approximately $650 million. The new publicly traded company will be named
Cimarex Energy Co. and will commence trading on the New York Stock Exchange
on October 1 under the symbol XEC. As of the close of the market on September
30, 2002, Key will cease trading on the New York Stock Exchange.

Helmerich & Payne established September 27, 2002 as the record date for the
pro rata distribution of 26,591,321 shares of Cimarex Energy Co. common stock
to Helmerich & Payne, Inc stockholders. As of that date, there were
50,034,006 total shares of Helmerich & Payne common stock outstanding. The
distribution is payable before the close of business on September 30, 2002.

Key stockholders will receive approximately 14.1 million shares of Cimarex,
or one share of Cimarex for each share of Key that they own. As a result of
the spin off and merger with Key, approximately 65.25% of Cimarex common
stock will be held by stockholders of Helmerich & Payne and 34.75% by the
former stockholders of Key.

Key's Chairman and Chief Executive Officer, F.H (Mick) Merelli stated, "We
are extremely pleased to have combined the operations of Key and Helmerich &
Payne's E&P division under one roof. The merger creates a dynamic new company
that will capitalize on the respective strengths of both organizations with a
common goal of growing per share reserves and net asset value. The employees
of both companies should also be commended for all the hard work put into
completing the transaction." Merelli will also be the Chairman and CEO of
Cimarex.

The former shareholders of Key will receive a Letter of Transmittal by mail
for use in exchanging their current shares for shares of Cimarex. The
exchange and transmittal process will begin promptly. Key's transfer agent,
Continental Stock Transfer & Trust Company, will be responsible for the
exchange process. Questions concerning this process should be directed to
Key's transfer agent 212/509-4000. Key stock certificates should not be sent
to Key, Cimarex or Helmerich & Payne for exchange.

The initial announcement of the agreement for merger was issued on February
25, 2002. The Cimarex Form S-4 Registration Statement was declared effective
by the Securities and Exchange Commission on August 21, 2002. Beginning on
August 22 proxy statements were mailed to the stockholders of Key. The proxy
statement advised the stockholders of a special shareholder meeting held on
September 20, 2002, at which time the merger was approved. The closing of the
merger with Cimarex was completed today.

                                      -end-