04-HP-876_10K.qxd 12/15/04 2:43 PM Page 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 OR FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-4221 HELMERICH P AYNE, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 73-0679879 (I.R.S. employer identification no.) 1437 S. BOULDER AVE., SUITE 1400, TULSA, OKLAHOMA 74119 (Address of principal executive of fices) (Zip code) Registrant's telephone number including area code (918) 742-5531 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED Common Stock ($0.10 par value) New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered Pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all r eports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosur of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’ knowledge, in definitive proxy or information statements incorporated by reference in Par III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] At March 31, 2004, the aggregate market value of the voting stock held by non-affiliates was $1,378,913,985. Number of shares of common stock outstanding at December 3, 2004: 50,610,987. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the following documents have been incorporated by reference into this Form 10-K as indicated: Documents 10-K Parts (1) Annual Report to Stockholders for the fiscal  year ended September 30, 2004  Parts I and II (2) Proxy Statement for Annual Meeting of Stockholders  to be held March 2, 2005 Part III