SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934 (Amendment No.    )

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Filed by a Party other than the Registrant [ ]

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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                             HELMERICH & PAYNE, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)
       (Name of Person(s) Filing Proxy Statement if other than Registrant)
--------------------------------------------------------------------------------

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[X] No fee required
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[ ] Fee paid previously by written preliminary materials.
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    previously. Identify the previous filing by registration statement number,
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         1) Amount Previously Paid:
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         2) Form Schedule or Registration Statement No.
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         4) Date Filed:
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                            HELMERICH & PAYNE, INC.
                             Utica at Twenty-first
                             Tulsa, Oklahoma 74114

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     Notice is hereby given that the Annual Meeting of Stockholders of Helmerich
& Payne, Inc., will be held at The Philbrook Museum of Art, Patti Johnson Wilson
Hall, 2727 South Rockford Road, Tulsa, Oklahoma, at 12:00 noon, Tulsa time, on
Wednesday, March 5, 2003, for the following purposes:

          1. To elect three Directors comprising the class of Directors of the
     Corporation known as the "Third Class" for a three-year term expiring in
     2006.

          2. To consider and transact any other business which properly may come
     before the meeting or any adjournment thereof.

     In accordance with the By-Laws, the close of business on January 9, 2003,
has been fixed as the record date for the determination of the stockholders
entitled to notice of, and to vote at, said meeting. The stock transfer books
will not close.

     The Corporation's Proxy Statement is submitted herewith. The annual report
for the year ended September 30, 2002, has either been mailed previously to
stockholders or accompanies this Proxy Statement.

     STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON, BUT WISH THEIR STOCK TO
BE VOTED ON MATTERS TO BE TRANSACTED, ARE URGED TO SIGN, DATE, AND MAIL THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED
IF MAILED IN THE UNITED STATES. THE PROMPT RETURN OF YOUR SIGNED PROXY,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID THE CORPORATION IN
REDUCING THE EXPENSE OF ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING.

                                             By Order of The Board of Directors

                                                    /s/ STEVEN R. MACKEY
                                                      STEVEN R. MACKEY
                                                         Secretary

Tulsa, Oklahoma
January 24, 2003


                            HELMERICH & PAYNE, INC.
                             Utica at Twenty-first
                             Tulsa, Oklahoma 74114
                        -------------------------------
                                PROXY STATEMENT
                        -------------------------------

                              GENERAL INFORMATION

     The enclosed proxy is being solicited by and on behalf of the Board of
Directors of Helmerich & Payne, Inc. (the "Corporation"), and will be voted at
the Annual Meeting of Stockholders on March 5, 2003. This statement and the
accompanying proxy are first being sent or given to stockholders on or about
January 24, 2003.

     Any stockholder giving a proxy may revoke it at any time before it is voted
by voting in person at the Annual Meeting or by delivery of a later-dated proxy.

     The cost of this solicitation will be paid by the Corporation. In addition
to solicitation by mail, arrangements may be made with brokerage houses and
other custodians, nominees and fiduciaries to send proxies and proxy material to
their principals. The Corporation does not intend to cause a solicitation to be
made by specially engaged employees or other paid solicitors.

     At the close of business on January 9, 2003, there were 50,024,781 issued
and outstanding shares of the common stock of the Corporation, the holders of
which are entitled to one vote per share on all matters. There is no other class
of securities of the Corporation entitled to vote at the meeting. Only
stockholders of record at the close of business on January 9, 2003, will be
entitled to vote at the Annual Meeting.

                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth the name and address of each stockholder of
the Corporation who, to the knowledge of the Corporation, beneficially owns more
than 5% of the Corporation's common stock, the number of shares beneficially
owned by each, and the percentage of outstanding stock so owned, as of January
9, 2003.



                                                       AMOUNT AND
                                                       NATURE OF
     TITLE                 NAME AND ADDRESS            BENEFICIAL    PERCENT
   OF CLASS              OF BENEFICIAL OWNER          OWNERSHIP(1)   OF CLASS
   --------              -------------------          ------------   --------
                                                            
 Common Stock     State Farm Mutual Automobile
                    Insurance Company
                    One State Farm Plaza
                    Bloomington, Illinois 61710         4,135,200(2)  8.267%
 Common Stock     Wellington Management Company, LLP
                    75 State Street
                    Boston, Massachusetts 02109         2,790,150(3)  5.578%


---------------

(1) Unless otherwise indicated, all shares are owned directly by the named
    entity, with such entity possessing sole voting and dispositive power with
    respect to such shares.

(2) State Farm Mutual Fund Trust has shared dispositive power over 6,600 shares.
    This information is based upon State Farm Mutual Automobile Insurance
    Company's Schedule 13G Amendment dated January 31, 2002.


(3) Wellington Management Company, LLP has shared voting power over 2,168,150
    shares and shared dispositive power over 2,790,150 shares. This information
    is based upon Wellington Management Company, LLP's Schedule 13G Amendment
    dated February 14, 2002.

                        SECURITY OWNERSHIP OF MANAGEMENT

     The following table sets forth the total number of shares of common stock
beneficially owned by each of the present Directors and nominees, the
Corporation's Chief Executive Officer ("CEO") and the other four most highly
compensated executive officers (the Chief Executive Officer and other four most
highly compensated executive officers collectively, the "named executive
officers"), and all directors and executive officers as a group, and the percent
of the outstanding common stock so owned by each as of January 9, 2003.



                                               AMOUNT AND
                                               NATURE OF     PERCENT
DIRECTORS AND NAMED                            BENEFICIAL       OF
EXECUTIVE OFFICERS           TITLE OF CLASS   OWNERSHIP(1)   CLASS(2)
-------------------          --------------   ------------   --------
                                                    
W. H. Helmerich, III          Common Stock     1,962,460(3)   3.923%
Hans Helmerich                Common Stock       865,322(4)   1.708%
George S. Dotson              Common Stock       512,695(5)   1.016%
Douglas E. Fears              Common Stock       179,834(6)
Steven R. Mackey              Common Stock       101,855(7)
L. F. Rooney, III             Common Stock        36,679(8)
Steven R. Shaw                Common Stock        29,913(9)
John D. Zeglis                Common Stock        10,679(10)
Glenn A. Cox                  Common Stock         9,679(11)
George A. Schaefer            Common Stock         8,679(12)
William L. Armstrong          Common Stock         8,679(13)
Edward B. Rust, Jr.           Common Stock         7,079(14)
Paula Marshall-Chapman        Common Stock           200
All Directors and Executive
  Officers as a Group         Common Stock     3,733,753(15)  7.272%


---------------

 (1) The number of shares underlying options reflected in the footnotes to this
     table have been adjusted to reflect the change in value of the
     Corporation's stock as a result of the September 30, 2002 spin-off of the
     Corporation's former wholly-owned subsidiary, Cimarex Energy Co.

     Unless otherwise indicated, all shares are owned directly by the named
     person, and he or she has sole voting and investment power with respect to
     such shares.

 (2) Percentage calculation not included if beneficial ownership is less than
     one percent of class.

 (3) Includes 150,000 shares owned by The Helmerich Foundation, an Oklahoma
     charitable trust, for which Mr. Helmerich is Trustee, and 20,000 shares
     owned by Ivy League, Inc., of which Mr. Helmerich is President and
     Director. Mr. Helmerich possesses sole voting and investment power over all
     indirectly owned shares.

 (4) Includes options to purchase 624,150 shares exercisable within 60 days;
     9,555 shares fully vested under the Helmerich & Payne, Inc. 401(k) Plan as
     of January 9, 2003; 21,545 shares owned by Mr. Hans

                                        2


     Helmerich's wife, with respect to which he has disclaimed all beneficial
     ownership; 14,800 shares held by Mr. Helmerich as Trustee for various
     trusts for members of his immediate family, as to which he has sole voting
     and investment power; 2,000 shares held by Mr. Helmerich as a Co-trustee
     for a family trust for which he shares voting and investment power; and
     30,000 shares held by The Helmerich Trust, an Oklahoma charitable trust,
     for which Mr. Helmerich is a Co-trustee, and for which he shares voting and
     investment power.

 (5) Includes options to purchase 420,480 shares exercisable within 60 days;
     4,117 shares fully vested under the Helmerich & Payne, Inc. 401(k) Plan as
     of January 9, 2003; 1,300 shares held in a trust for a family member for
     which Mr. Dotson, as a Co-trustee, shares voting and investment power;
     39,554 shares owned by Mr. Dotson's wife, with respect to which he has
     disclaimed all beneficial ownership; and 11,125 shares owned by The Dotson
     Family Charitable Foundation, for which Mr. Dotson is Co-trustee, and for
     which he shares voting and investment power.

 (6) Includes options to purchase 158,337 shares exercisable within 60 days; 500
     shares fully vested under the Helmerich & Payne, Inc. 401(k) Plan as of
     January 9, 2003; and 800 shares owned by a charitable foundation, for which
     Mr. Fears is Co-trustee, and for which he shares voting and investment
     power.

 (7) Includes options to purchase 95,594 shares exercisable within 60 days and
     788 shares fully vested under the Helmerich & Payne, Inc. 401(k) Plan as of
     January 9, 2003.

 (8) Includes 29,000 shares held by a corporation controlled by Mr. Rooney and
     options to purchase 3,679 shares within 60 days.

 (9) Includes 3,637 shares fully vested under the Helmerich & Payne, Inc. 401(k)
     Plan as of January 9, 2003. Mr. Shaw resigned from the Corporation on
     September 30, 2002.

(10) Includes options to purchase 3,679 shares within 60 days.

(11) Includes 2,000 shares held in a revocable trust known as the Glenn A. Cox
     Trust, UTA, with respect to which voting and investment power are shared
     with Mr. Cox's wife and options to purchase 3,679 shares within 60 days.

(12) Includes options to purchase 3,679 shares within 60 days.

(13) Includes options to purchase 3,679 shares within 60 days.

(14) Includes options to purchase 3,679 shares within 60 days.

(15) Includes options to purchase 1,320,635 shares exercisable within 60 days
     and 18,597 shares fully vested under the Helmerich & Payne, Inc. 401(k)
     Plan as of January 9, 2003.

                                   PROPOSAL 1

                             ELECTION OF DIRECTORS

     The Board of Directors of the Corporation ("Board") is divided into three
classes -- First Class, Second Class, and Third Class -- whose terms expire in
different years. The terms of the Directors of the Third Class

                                        3


expire this year, and their successors are to be elected at this Annual Meeting.
The terms of the Directors of the First Class and the Second Class do not expire
until 2004 and 2005, respectively, and consequently their successors are not to
be elected at this Annual Meeting. Upon the conclusion of this Annual Meeting,
the First Class of Directors will include four Directors and the Second and
Third Classes of Directors will be comprised of three Directors each.

     The Directors belonging to the First Class and the Second Class, which are
not coming up for election at this meeting, and Nominees for Directors of the
Third Class, are as follows:

DIRECTORS OF THE FIRST CLASS



                                                                                                                   YEAR
                                                    EXPIRATION                                                    FIRST
                                                    OF PRESENT                                                    BECAME
NAME                                          AGE      TERM      PRINCIPAL OCCUPATION AND CURRENT DIRECTORSHIPS  DIRECTOR
----                                          ---   ----------   ----------------------------------------------  --------
                                                                                                     

Hans Helmerich                                44       2004      President of the Corporation and Chief            1987
                                                                 Executive Officer; holds similar positions as
(Hans Helmerich photo)                                           Chairman or President and as Chief Executive
                                                                 Officer of subsidiary companies. Director of
                                                                 Atwood Oceanics, Inc. and Cimarex Energy Co.

George S. Dotson                              62       2004      Vice President of the Corporation and             1990
                                                                 President and Chief Operating Officer of
(George S. Dotson photo)                                         Helmerich & Payne International Drilling Co.;
                                                                 holds similar positions as President and Chief
                                                                 Operating Officer of Helmerich & Payne
                                                                 International Drilling Co. subsidiary
                                                                 companies. Director of Atwood Oceanics, Inc.
                                                                 and Varco International, Inc.


                                        4




                                                                                                                   YEAR
                                                    EXPIRATION                                                    FIRST
                                                    OF PRESENT                                                    BECAME
NAME                                          AGE      TERM      PRINCIPAL OCCUPATION AND CURRENT DIRECTORSHIPS  DIRECTOR
----                                          ---   ----------   ----------------------------------------------  --------
                                                                                                     

George A. Schaefer                            74       2004      Retired Chairman and Chief Executive Officer      1988
                                                                 of Caterpillar Inc. (manufacturer of
(George A. Schaefer photo)                                       earthmoving, construction, and materials-
                                                                 handling machinery and equipment). Director of
                                                                 Aon Corporation.

Paula Marshall-Chapman                        49       2004      Chief Executive Officer of The Bama Companies,    2002
                                                                 Inc. (manufacturer and marketer of food
(Paula Marshall-Chapman photo)                                   products).


                                        5


DIRECTORS OF THE SECOND CLASS



                                                                                                                        YEAR
                                                         EXPIRATION                                                    FIRST
                                                         OF PRESENT                                                    BECAME
NAME                                               AGE      TERM      PRINCIPAL OCCUPATION AND CURRENT DIRECTORSHIPS  DIRECTOR
----                                               ---   ----------   ----------------------------------------------  --------
                                                                                                          

John D. Zeglis                                     55       2005      Chief Executive Officer and Chairman, AT&T        1989
                                                                      Wireless Services, Inc. (wireless phone
(John D. Zeglis photo)                                                services company). Director of AT&T Wireless
                                                                      Services, Inc. and Georgia-Pacific
                                                                      Corporation.

William L. Armstrong                               65       2005      Chairman of Transland Financial Services, Inc.    1992
                                                                      (mortgage banking); Cherry Creek Mortgage
(William L. Armstrong photo)                                          Company (mortgage banking); The El Paso
                                                                      Mortgage Company (mortgage banking); and
                                                                      Centennial State Mortgage Company (mortgage
                                                                      banking). Director of UNUMProvident
                                                                      Corporation and Storage Technology Corp.
                                                                      Trustee of Denver-based Oppenheimer Funds.

L. F. Rooney, III                                  49       2005      Chairman, Manhattan Construction Company          1996
                                                                      (construction and construction management
(L. F. Rooney, III photo)                                             services) and President of Rooney Brothers
                                                                      Company (holding company with interests in
                                                                      construction, electronics and building
                                                                      components). Director of BOK Financial Corp.
                                                                      and Cimarex Energy Co.


                                        6


NOMINEES FOR DIRECTORS OF THE THIRD CLASS



                                                                                                                        YEAR
                                                         EXPIRATION                                                    FIRST
                                                         OF PRESENT                                                    BECAME
NAME                                               AGE      TERM      PRINCIPAL OCCUPATION AND CURRENT DIRECTORSHIPS  DIRECTOR
----                                               ---   ----------   ----------------------------------------------  --------
                                                                                                          

W. H. Helmerich, III                               80       2003      Chairman of the Board of the Corporation.         1949
                                                                      Director of Atwood Oceanics, Inc.
(W. H. Helmerich, III photo)

Glenn A. Cox                                       73       2003      Retired President and Chief Operating Officer     1992
                                                                      of Phillips Petroleum Company (large
(Glenn A. Cox photo)                                                  integrated oil company). Director of Cimarex
                                                                      Energy Co.

Edward B. Rust, Jr.                                52       2003      Chairman of the Board and Chief Executive         1997
                                                                      Officer of State Farm Mutual Automobile
(Edward B. Rust, Jr. photo)                                           Insurance Company. Director of State Farm VP
                                                                      Management Corp.; State Farm Mutual Fund
                                                                      Trust; and The McGraw-Hill Companies, Inc.


     Messrs. W. H. Helmerich, III, Hans Helmerich and George S. Dotson are
Directors of Atwood Oceanics, Inc. ("Atwood"), and the Corporation, through its
wholly-owned subsidiary, owns common stock of Atwood. As a result, Atwood may be
deemed to be an affiliate of the Corporation.

                                        7


     With regard to the election of Directors, stockholders may vote in favor of
all nominees, withhold their votes as to all nominees, or withhold their votes
as to specific nominees. Unless otherwise specified, the proxies on the enclosed
form which are executed and returned will be voted for the nominees listed above
as "Nominees for Directors of the Third Class." The proxies executed and
returned on the enclosed form can be voted only for the named nominees. If any
one of the nominees is not a candidate at the Annual Meeting, an event which
management does not anticipate, the proxies will be voted for a substitute
nominee. The election of Directors will require the affirmative vote of a
plurality of the shares of common stock voting in person or by proxy at the
Annual Meeting. In all matters other than election of directors, a majority of
shares of common stock voting in person or by proxy is required for approval.
Abstentions and broker non-votes shall not be counted except for purposes of
determining the presence of a quorum at the meeting.

     The Corporation's transfer agent will tabulate all votes which are received
prior to the date of the Annual Meeting. The Corporation has appointed two
employee inspectors to receive the transfer agent's tabulation, to tabulate all
other votes, and to certify the voting results.

     The principal occupation of each of the Directors and the Nominees for
Directors of the Third Class is as set forth in the tables above and has been
the same occupation for the past five years except with respect to Mr. John D.
Zeglis, who was President of AT&T Corporation (1997-1999) and Vice Chairman of
AT&T Corporation (June-November, 1997); and Mr. Edward B. Rust, Jr. who was
President of State Farm Mutual Automobile Insurance Company prior to September,
1998. Mr. Hans Helmerich is a son of Mr. W. H. Helmerich, III.

ATTENDANCE

     There were four regularly scheduled meetings and two special meetings of
the Board held during fiscal 2002. Except as stated below, no Director attended
fewer than 75% of the aggregate of the total number of meetings of the Board of
Directors and its committees held during fiscal 2002. Mr. William L. Armstrong
did not attend the Human Resources Committee meeting held on December 4, 2001.

COMMITTEES

     Messrs. Cox, Rust, and Rooney are members of the Audit Committee. The Board
has adopted a written charter for the Audit Committee. The primary function of
the Audit Committee is to assist the Board of Directors in fulfilling its
independent and objective oversight responsibilities of financial reporting and
internal financial and accounting controls of the Corporation. Each member of
the Audit Committee is "independent" as that term is defined by the Listing
Standards of the New York Stock Exchange. During the fiscal year ended September
30, 2002, the Audit Committee held two meetings.

     Messrs. Armstrong, Schaefer, and Zeglis are members of the Human Resources
Committee. The functions of the Human Resources Committee are to review and make
recommendations or decisions regarding: (i) the election and salaries of
officers and key management employees; (ii) bonus awards, stock option plans and
awards, and other fringe benefit plans; and (iii) management succession. During
the year ended September 30, 2002, the Human Resources Committee held one
meeting.

     Ms. Chapman and Messrs. Armstrong, Cox, Rooney, Rust, Schaefer, and Zeglis
are members of the Nominating and Governance Committee, which was established in
December of 2002. The functions of the Committee are to identify and to
recommend to the Board the selection of Director nominees for each annual
                                        8


meeting of stockholders or for any vacancies on the Board and to make
recommendations to the Board regarding the adoption or amendment of corporate
governance principles applicable to the Corporation. There have been no meetings
of the Nominating and Governance Committee. The Nominating and Governance
Committee has not determined whether the Committee will consider nominees
recommended by stockholders.

                  EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     The information contained in the following Summary Compensation Table for
fiscal years 2002, 2001, and 2000 is furnished with respect to the named
executive officers.

                           SUMMARY COMPENSATION TABLE



                                                                         LONG-TERM COMPENSATION
                                                                    ---------------------------------
                                  ANNUAL COMPENSATION                       AWARDS            PAYOUTS
                       ------------------------------------------   -----------------------   -------
                                                         (1)                        (2)
                                                        OTHER                    SECURITIES                 (3)
                                                        ANNUAL      RESTRICTED   UNDERLYING    LTIP      ALL OTHER
 NAME AND PRINCIPAL                                  COMPENSATION     STOCK       OPTIONS     PAYOUTS   COMPENSATION
      POSITION         YEAR   SALARY($)   BONUS($)       ($)        AWARDS($)       (#)         ($)         ($)
 ------------------    ----   ---------   --------   ------------   ----------   ----------   -------   ------------
                                                                                
Hans Helmerich         2002    501,025    210,000        958             --        90,000        --        10,000
President and          2001    483,750    550,000        900             --        90,000        --         8,500
CEO                    2000    460,000    425,000        782             --        90,000        --         8,500

George S. Dotson       2002    435,684    190,000        633             --        60,000        --        10,000
Vice President         2001    416,698    315,000        593             --        60,000        --         8,500
and President of       2000    405,654    220,000        545             --        60,000        --         8,500
Drilling Subsidiary

Steven R. Shaw(4)      2002    316,975    150,000        544             --        50,000        --        10,000
Vice President         2001    304,750    120,000        543             --        50,000        --         8,500
Exploration and        2000    286,000    200,000        479             --        50,000        --         8,500
Production

Douglas E. Fears       2002    259,715    180,000        736             --        30,000        --        10,000
Vice President         2001    250,500    180,000        709             --        30,000        --         8,500
Finance                2000    237,500    135,000        669             --        30,000        --         8,500

Steven R. Mackey       2002    216,770    160,000        493             --        25,000        --        10,000
Vice President,        2001    209,804    150,000        475             --        25,000        --         8,500
General Counsel        2000    199,000    110,000        582             --        25,000        --         8,200
and Secretary


---------------

(1) The amounts specified in this column represent payments of estimated tax
    liability with respect to Corporation-provided health and retirement
    benefits. The aggregate amount of perquisites and other personal benefits
    was less than either $50,000 or 10% of the total annual salary and bonus
    reported for each of the named executive officers.

                                        9


(2) The number of shares underlying options granted and reflected in the table
    for fiscal years 2002, 2001 and 2000 do not reflect the adjustment made
    after September 30, 2002, to reflect the change in value of the
    Corporation's stock as a result of the spin-off of the Corporation's former
    wholly-owned subsidiary, Cimarex Energy Co. The number of shares underlying
    such options have been increased by a factor of 1.314 by reason of such
    adjustment.

(3) With respect to each of the named executive officers, the amounts specified
    in this column represent only the Corporation's matching contributions to
    its 401(k) Plan on behalf of each such executive officer.

(4) Mr. Shaw resigned from the Corporation on September 30, 2002.

STOCK OPTION GRANTS

     The following table provides information with respect to stock options
granted during fiscal year 2002.

                      OPTION GRANTS IN LAST FISCAL YEAR(1)



                                                                                              GRANT DATE
                                                        INDIVIDUAL GRANTS                        VALUE
                                        --------------------------------------------------   -------------
                                                     PERCENT OF
                                        NUMBER OF      TOTAL
                                        SECURITIES    OPTIONS
                                        UNDERLYING   GRANTED TO
                                         OPTIONS     EMPLOYEES    EXERCISE OR                 GRANT DATE
                                         GRANTED     IN FISCAL    BASE PRICE    EXPIRATION   PRESENT VALUE
                 NAME                     (#)(2)        YEAR       ($/SH)(3)       DATE          $(4)
                 ----                   ----------   ----------   -----------   ----------   -------------
                                                                              
Hans Helmerich........................    90,000        .110          29.78      12/5/11         942,300
George S. Dotson......................    60,000        .073          29.78      12/5/11         628,200
Steven R. Shaw(5).....................    50,000        .061          29.78      12/5/11         523,500
Douglas E. Fears......................    30,000        .037          29.78      12/5/11         314,100
Steven R. Mackey......................    25,000        .031          29.78      12/5/11         261,750


---------------

(1) The number of shares underlying options granted and the exercise price per
    share in this chart do not reflect the adjustment made after September 30,
    2002, to reflect the change in the value of the Corporation's stock as a
    result of the spin-off of the Corporation's former wholly-owned subsidiary,
    Cimarex Energy Co. The number of shares underlying such options have been
    increased by a factor of 1.314 by reason of such adjustment.

(2) These options were granted pursuant to the Helmerich & Payne, Inc. 2000
    Stock Incentive Plan and are nonqualified stock options which vest annually
    in 25% increments, beginning one year from the date of grant.

(3) The exercise price is the fair market value of the Corporation's stock on
    the grant date.

(4) The hypothetical present values on grant date were calculated under a
    modified Black-Scholes model, which is a mathematical formula used to value
    options. This formula considers a number of factors in hypothesizing an
    option's present value. Factors used to value the options include the
    stock's expected annual volatility rate (50.00%), risk free rate of return
    (5.09%), dividend yield (1.04%), term (10 years), and discounts for
    forfeiture of unvested shares (21.21%) and reduced term on vested shares
    (19.19%).

(5) Mr. Shaw resigned from the Corporation on September 30, 2002.
                                        10


     The ultimate values of these options will depend on the future market price
of the Corporation's stock, which cannot be forecast with reasonable accuracy.
The Corporation does not believe that the Black-Scholes model, whether modified
or not modified, or any other valuation model, is a reliable method of computing
the present value of the Corporation's employee stock options. The actual value,
if any, the optionee will realize will depend on the excess of the market value
of the Corporation's stock over the exercise price on the date of exercise.

OPTION EXERCISES AND HOLDINGS

     The following chart sets forth information with respect to the named
executive officers of the Corporation concerning the exercise of options during
the last fiscal year and unexercised options held as of the end of the fiscal
year.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION VALUES(1)



                                                                              NUMBER OF
                                                                              SECURITIES        VALUE OF
                                                                              UNDERLYING       UNEXERCISED
                                                                             UNEXERCISED      IN-THE-MONEY
                                                                              OPTIONS AT       OPTIONS AT
                                                                              FY-END(#)       FY-END($)(2)

                                     SHARES ACQUIRED                       EXERCISABLE(3)/    EXERCISABLE/
               NAME                  ON EXERCISE(#)    VALUE REALIZED($)    UNEXERCISABLE     UNEXERCISABLE
               ----                  ---------------   -----------------   ----------------   -------------
                                                                                  
Hans Helmerich.....................        -0-                -0-              385,000/         4,037,851/
                                                                               225,000          1,348,426
George S. Dotson...................        -0-                -0-              260,000/         2,719,126/
                                                                               150,000            898,751
Steven R. Shaw(4)..................        -0-                -0-              155,000/         1,159,151/
                                                                               125,000            749,126
Douglas E. Fears...................        -0-                -0-               90,500/           690,135/
                                                                                75,000            449,476
Steven R. Mackey...................        -0-                -0-               47,750/           212,763/
                                                                                62,500            374,562


---------------

(1) The number of shares underlying options granted in the above chart do not
    reflect the adjustment made after September 30, 2002, to reflect the change
    in the value of the Corporation's stock as a result of the spin-off of the
    Corporation's former wholly-owned subsidiary, Cimarex Energy Co. However,
    the adjustment was made (to the number of shares and exercise price) in such
    a way that the aggregate intrinsic value of the options and the ratio of the
    exercise price per share to the market value per share remained
    approximately the same. The number of shares underlying such options have
    been increased by a factor of 1.314 by reason of such adjustment.

(2) Fair market value used for computations in this column was $34.23 per share,
    which was the closing price of the Corporation's common stock on September
    30, 2002.

                                        11


(3) These totals contain out-of-the-money options of 90,000, 60,000, 50,000
    30,000 and 25,000 for Messrs. Helmerich, Dotson, Shaw, Fears and Mackey,
    respectively.

(4) Mr. Shaw resigned from the Corporation on September 30, 2002.

SUMMARY OF ALL EXISTING EQUITY COMPENSATION PLANS

     The following chart sets forth information concerning the equity
compensation plans of the Corporation as of September 30, 2002.

                      EQUITY COMPENSATION PLAN INFORMATION



                                                                                        NUMBER OF SECURITIES
                                                                                         REMAINING AVAILABLE
                                                                        WEIGHTED-        FOR FUTURE ISSUANCE
                                             NUMBER OF SECURITIES   AVERAGE EXERCISE        UNDER EQUITY
                                              TO BE ISSUED UPON         PRICE OF         COMPENSATION PLANS
                                                 EXERCISE OF           OUTSTANDING      (EXCLUDING SECURITIES
                                             OUTSTANDING OPTIONS,   OPTIONS, WARRANTS    REFLECTED IN COLUMN
                                             WARRANTS AND RIGHTS       AND RIGHTS               (A))
PLAN CATEGORY                                --------------------   -----------------   ---------------------
-------------                                        (A)                   (B)                   (C)
                                                                               
Equity compensation plans approved by
  security holders(1)......................       2,949,225              $20.278              2,387,200
Equity compensation plans not approved by
  security holders(2)......................           --                    --                    --
Total(3)...................................       2,949,225              $20.278              2,387,200


---------------

(1) Includes the 1990 Stock Option Plan, the 1996 Stock Incentive Plan and the
    2000 Stock Incentive Plan of the Corporation.

(2) The Corporation does not maintain any equity compensation plans that have
    not been approved by the stockholders.

(3) The number of shares underlying options granted and the number of shares
    remaining available for future issuance in the above chart do not reflect
    the adjustment made after September 30, 2002, to reflect the change in the
    value of the Corporation's stock as a result of the spin-off of the
    Corporation's former wholly-owned subsidiary, Cimarex Energy Co. The number
    of shares reflected in columns (a) and (c) as restated to give effect to
    such adjustment are 3,875,264 and 2,194,782, respectively. The
    weighted-average exercise price reflected in column (b) did not change as a
    result of the spin-off adjustment.

LONG-TERM INCENTIVE PLANS

     The Corporation has no long-term incentive plans.

                                        12


PENSION PLANS

     The pension plan benefit under the Corporation's retirement plan is
calculated pursuant to the following formula:

                 Compensation X 1.5% = Annual Pension Benefit.

     Pension benefits, which are accrued annually, are determined based on
compensation received throughout a participant's career. "Compensation" includes
salary, bonus, vacation pay, sick pay, Section 401(k) elective deferrals, and
Section 125 "cafeteria plan" deferrals. Therefore, the pension benefit is not
determined primarily by final compensation and years of service.

     Based upon this formula, an assumed annual salary and bonus growth rate of
6%, and an age 65 retirement date, the estimated annual benefits payable to each
named executive officer at retirement are:



                                                                          ANNUAL
                                                              CURRENT   RETIREMENT
NAME                                                            AGE     BENEFIT(1)
----                                                          -------   ----------
                                                                  
Hans Helmerich..............................................    44       $783,309
George S. Dotson............................................    62       $183,897
Douglas E. Fears............................................    53       $163,650
Steven R. Mackey............................................    52       $155,926
Steven R. Shaw(2)...........................................    52         --


---------------

(1) The annual retirement benefit has not been reduced for statutory
    compensation and benefit limits, as amounts over these limits would be
    payable pursuant to the Supplemental Retirement Income Plan for Salaried
    Employees of Helmerich & Payne, Inc. The benefits listed above are computed
    as a straight single life annuity and are not subject to any reduction for
    Social Security or other offset amounts.

(2) Due to Mr. Shaw's resignation from the Corporation, he will be entitled to a
    deferred vested pension benefit. At age 65, Mr. Shaw will receive an
    estimated annual pension benefit of $66,303.

REPORT ON REPRICING OF OPTIONS

     The exercise price and the number of shares underlying stock options of the
named executive officers were adjusted after September 30, 2002, to reflect the
change in the value of the Corporation's stock as a result of the spin-off of
the Corporation's former wholly-owned subsidiary, Cimarex Energy Co. However,
the adjustment was made (to the number of shares and exercise price) in such a
way that the aggregate intrinsic value of the options and the ratio of the
exercise price per share to the market value per share remained approximately
the same. There were no other adjustments or amendments to the exercise price of
stock options previously awarded to any of the named executive officers during
the last fiscal year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 2002, the members of the Corporation's Human Resources
Committee (which functions as the Corporation's compensation committee) were
Messrs. Armstrong, Schaefer, and Zeglis. No executive officer or director of the
Corporation has any relationship covered by the Compensation Committee Interlock
and Insider Participation regulations.

                                        13


EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-OF-CONTROL
ARRANGEMENTS

     The Helmerich & Payne, Inc. 1990 Stock Option Plan, the Helmerich & Payne,
Inc. 1996 Stock Incentive Plan and the Helmerich & Payne, Inc. 2000 Stock
Incentive Plan contain a provision whereby all stock options and restricted
stock will automatically become fully vested and immediately exercisable in the
event of a "change of control" of the Corporation, as defined in such plans.

     If a named executive officer dies prior to age 65 while employed by the
Corporation or after having retired under the Corporation's pension plan, then
pursuant to an agreement with each named executive officer the surviving spouse
of such deceased executive will be paid $2,250 per month for 120 consecutive
months, commencing upon the date of death. Alternatively, if the named executive
officer remains in the employment of the Corporation until age 65 or has retired
under the provisions of the Corporation's pension plan, then commencing on his
65th birthday such executive officer shall be paid $225 per month for 120
consecutive months.

                        HUMAN RESOURCES COMMITTEE REPORT

     Decisions with regard to the compensation of the Corporation's executive
officers are generally made by the Human Resources Committee of the Board
("Committee"). Each member of the Committee is a non-employee director.
Decisions about awards under the Corporation's stock-based compensation plans
are made by the Committee and reported to the Board. All other decisions by the
Committee relating to compensation of the Corporation's executive officers are
reviewed and approved by the Board. Generally, the Committee meets in December
following the end of a particular fiscal year to consider prospective
calendar-year salary adjustments and stock-based compensation, as well as to
consider bonus compensation for executive officers for the prior fiscal year.

 Executive Officer Compensation Policies

     The Corporation's executive compensation policies are designed to provide
competitive levels of compensation that integrate pay with the Corporation's
performance, recognize individual initiative and achievements, and assist the
Corporation in attracting and retaining qualified executives. The Committee
relies in large part on compensation studies for the determination of
competitive compensation. These studies include salary and bonus compensation
data from several competitor companies including certain of those companies
contained within the S&P 500 Oil & Gas Drilling Index. Also, when the Committee
contemplates the awarding of stock options or restricted stock to its
executives, it considers the nature and amount of stock awards made by
competitor companies to their executive officers. In order to implement these
objectives, the Corporation has developed a straightforward compensation package
consisting of salary, annual bonus, and periodic awards of stock options and/or
restricted stock. Each element of the compensation package serves a particular
purpose. Salary and bonus are primarily designed to reward current and past
performance. Base salaries are conservatively set to recognize individual
performance while attempting to generally approximate the median level of base
salaries among the Corporation's competitors. Annual bonuses to executive
officers are awarded based upon corporate and/or divisional performance
criteria, competitive considerations, and the Committee's subjective
determination of individual performance. Awards of stock options and restricted
stock are primarily designed to tie a portion of each executive's compensation
to long-term future performance of the Corporation. The Committee believes that
stock ownership by management through stock-based

                                        14


compensation arrangements is beneficial in aligning management's and
stockholders' interests. The value of these awards will increase or decrease
based upon the future price of the Corporation's stock.

     During fiscal 2002, the Committee, with the assistance of an independent
compensation consulting firm, reviewed the Corporation's executive compensation
practices. There were no material changes made in the Corporation's executive
compensation practices as a result of such review.

     In determining executive compensation for fiscal 2002, the Committee
considered the Corporation's overall historical performance and its future
objectives, together with fiscal 2002 corporate performance. With regard to
bonus awards, the Committee also considered the successful spin-off of the
Corporation's wholly-owned subsidiary, Cimarex Energy Co. The Committee believes
that this policy provides a certain degree of stability in executive
compensation considering the cyclical nature of the Corporation's businesses.
Within this framework, the Committee considered several disproportionately
weighted corporate and divisional performance objectives in making its
compensation decisions for fiscal 2002. The performance objectives applicable to
the entire corporation and their weighting were: net income as a percentage of
invested capital (70%) and earnings per share (30%). The divisional objectives
and weighting for the contract drilling business were: divisional net income as
a percentage of invested capital (70%); pre-tax cash flow from operations (15%);
and after-tax income (15%). The divisional objectives and weighting for the
exploration and production business were: finding cost (50%); after-tax income
(25%); and divisional net income as a percentage of invested capital (25%). The
Committee determined that none of the divisional target performance objectives
for the exploration and production business and none of the corporate target
performance objectives were met in fiscal 2002. The Committee determined that
not all of the divisional target performance objectives for the contract
drilling business were met in fiscal 2002.

     Each of the executive officers was assigned a 2002 target bonus award
expressed as a percentage of base salary. Each of the executive officers was
also assigned a corporate and/or divisional performance weighting percentage
based upon each officer's corporate and/or divisional responsibilities. Whether
an executive officer earns all, more, or a portion of his target bonus award
depends upon satisfaction of corporate and/or divisional performance objectives,
the corporate and/or divisional weighting assigned to an executive officer and
the Committee's subjective determination of individual performance. In
particular, the Committee considered in the determination of bonus awards for
fiscal 2002 the successful spin-off of the Corporation's wholly-owned
subsidiary, Cimarex Energy Co.

     During fiscal 2002, stock options were awarded to the executive officers
and other key employees. In making these stock option awards, the Committee
considered both individual performance and the amount of stock option awards
made by competitors.

     Section 162(m) of the Internal Revenue Code provides that certain
compensation to certain executive officers in excess of $1 million annually will
not be deductible for federal income tax purposes. The Committee intends to
continue to optimize the deductibility of compensation paid to the Corporation's
executive officers. However, if compliance with Section 162(m) conflicts with
the Corporation's compensation policy or what is believed to be in the best
interests of the Corporation or its stockholders, then future compensation
arrangements may not be fully deductible under Section 162(m).

                                        15


 Compensation Paid to the Chief Executive Officer

     Mr. Helmerich's compensation is determined in the same manner as described
for the other executive officers. For fiscal 2002, Mr. Helmerich earned a
$210,000 bonus and a 3% salary increase. Consistent with the Corporation's
compensation policies, Mr. Helmerich's salary was increased in order to
approximate the median level of base salaries of competitor CEOs. The bonus
award was made in light of the Committee's subjective assessment of the quality
of leadership displayed by Mr. Helmerich during a period of instability in the
energy industry, and in consideration of the successful spin-off of the
Corporation's wholly-owned subsidiary, Cimarex Energy Co.

     In addition, the Committee awarded Mr. Helmerich stock options to purchase
90,000 shares of stock. The Committee based this award on its subjective
assessment of Mr. Helmerich's performance as CEO and the amount of stock options
awarded to competitor CEOs.

                   SUBMITTED BY THE HUMAN RESOURCES COMMITTEE

     William L. Armstrong         George A. Schaefer         John D. Zeglis

                             AUDIT COMMITTEE REPORT

     In conjunction with its activities during the fiscal year ended September
30, 2002, the Audit Committee has reviewed and discussed the Corporation's
audited financial statements with management of the Corporation. The members of
the Audit Committee have also discussed with the Corporation's independent
auditors the matters required to be discussed by Statement on Accounting
Standards No. 61. The Audit Committee has received from the Corporation's
independent accountant the written disclosures and the letter required by
Independence Standards Board Standard No. 1 and has discussed with the
independent accountant the independent accountant's independence. Based on the
foregoing review and discussions, the Audit Committee recommended to the
Corporation's Board of Directors that the audited financial statements be
included in the Corporation's Annual Report on Form 10-K for the Corporation's
fiscal year ended September 30, 2002.

                        SUBMITTED BY THE AUDIT COMMITTEE

     Glenn A. Cox           Edward B. Rust, Jr.           L. F. Rooney, III

                                        16


PERFORMANCE GRAPH

     The following performance graph reflects the yearly percentage change in
the Corporation's cumulative total stockholder return on common stock as
compared with the cumulative total return of the S&P 500 Index and the S&P 500
Oil & Gas Drilling Index. All cumulative returns assume reinvestment of
dividends and are calculated on a fiscal year basis ending on September 30 of
each year.

                    CUMULATIVE TOTAL RETURN ON COMMON STOCK



                              [PERFORMANCE GRAPH]



                                       BASE                            YEARS ENDING
                                      PERIOD     ---------------------------------------------------------
                                     SEPTEMBER   SEPTEMBER   SEPTEMBER   SEPTEMBER   SEPTEMBER   SEPTEMBER
                                       1997        1998        1999        2000        2001        2002
----------------------------------------------------------------------------------------------------------

                                                                               
HELMERICH & PAYNE, INC.               100.00       53.09       64.89       93.50       68.12       90.14
S&P 500 INDEX                         100.00      109.05      139.36      157.88      115.85       92.12
S&P 500 OIL & GAS DRILLING INDEX      100.00       39.90       53.12       96.16       44.48       48.66


DIRECTOR COMPENSATION

     Each non-employee Director receives a $2,500 attendance fee for each
regularly scheduled meeting that he attends, plus expenses incurred in
connection with attending meetings. Each non-employee Director is eligible to
receive stock option awards pursuant to the Helmerich & Payne, Inc. 2000 Stock
Incentive Plan as an annual retainer fee in lieu of a cash retainer payment. In
fiscal 2002, each non-employee Director was awarded stock options to purchase
2,800 shares of the Corporation's stock. Subsequent to September 30, 2002, the
2,800 shares awarded to each non-employee Director were increased to 3,679
shares to reflect the change in value of the Corporation's stock as a result of
the September 30, 2002 spin-off of the Corporation's former wholly-owned
subsidiary, Cimarex Energy Co. Mr. W. H. Helmerich, III receives no compensation
from the Corporation for serving as its Chairman of the Board, nor do the
employee Directors receive compensation for serving on the Board of Directors.
                                        17


     Members of the Corporation's Audit Committee and the Human Resources
Committee receive a fee of $500 per meeting attended, plus expenses incurred in
connection with attending meetings. It is anticipated that there will be four
regularly scheduled meetings of the Board during fiscal 2003.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

     Mr. W. H. Helmerich, III, Chairman of the Board, retired from the
Corporation in December of 1989. Pursuant to a consulting agreement with the
Corporation, he receives $154,800 per year for a one-year term commencing
January 1, 1990, plus reimbursement of reasonable business, travel, and other
expenses in consideration of his agreement to provide advisory and consulting
services (exclusive of services rendered by Mr. Helmerich as Chairman of the
Board) to the Corporation. The consulting agreement is automatically renewed for
successive one-year terms unless terminated by the Corporation or Mr. W. H.
Helmerich, III.

     Mr. Rik Helmerich is a son of Mr. W. H. Helmerich, III and the brother of
Mr. Hans Helmerich. The Corporation, through a wholly-owned subsidiary, owns an
outdoor shopping mall and leases space, at competitive rates, to two restaurants
which are partially owned by Mr. Rik Helmerich. One of the restaurants also
leases warehouse space from the Corporation. The annual rental paid by such
restaurants to the Corporation in fiscal 2002 totaled approximately $108,600.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     For the fiscal year ended September 30, 2002, all reports were filed on a
timely basis with the Securities and Exchange Commission. In making this
disclosure, the Corporation has relied solely upon the written representations
of its Directors and executive officers, and copies of the reports they have
filed with the Securities and Exchange Commission.

                            INDEPENDENT ACCOUNTANTS

     The independent public accounting firm selected by the Corporation for the
current year which audited the accounts of the Corporation for the fiscal year
most recently completed is Ernst & Young LLP. Representatives of Ernst & Young
LLP are expected to be present at the stockholders' meeting with the opportunity
to make a statement if they so desire and to respond to appropriate questions.

AUDIT FEES

     For fiscal 2002, the Corporation paid Ernst & Young LLP a total audit fee
of $152,800. The audit fee covers the (i) annual audit of the Corporation's
financial statements included in the Corporation's Form 10-K, and (ii) review of
the Corporation's quarterly reports on Form 10-Q for the fiscal year ended
September 30, 2002.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     Ernst & Young LLP did not perform any financial information technology
services for the Corporation during fiscal 2002.

                                        18


ALL OTHER FEES

     The Corporation was billed a total of $480,174 for all other services,
including $248,469 for audit-related services and $237,705 for tax-related and
other services rendered by Ernst & Young LLP during the fiscal year ended
September 30, 2002.

     The Audit Committee considered whether Ernst & Young LLP's provision of
non-audit services is compatible with maintaining such firm's independence.

STOCKHOLDER PROPOSALS

     The Corporation's annual meeting for 2004 will be held Wednesday, March 3,
2004. Any stockholder wishing to submit a proposal to the vote of the
stockholders at such 2004 annual meeting must submit such proposal or proposals
in writing to the Corporation at its executive office in Tulsa, Oklahoma,
Attention: Corporate Secretary, on or before September 26, 2003, in order for
such proposal or proposals to be considered for inclusion in the Corporation's
proxy statement and accompanying proxy. For any other proposal that a
stockholder wishes to have considered at the Corporation's 2004 annual meeting,
the Corporate Secretary must receive written notice of such proposal during the
period beginning December 19, 2003, and ending January 13, 2004. Proposals which
are not received in such time period will be considered untimely and the persons
serving as proxies will have discretion to vote on such matters at the meeting.
In addition, proposals must also comply with the Corporation's By-Laws and the
rules and regulations of the Securities and Exchange Commission.

OTHER MATTERS

     As of this date, management knows of no business which will come before the
meeting other than that set forth in the notice of said meeting. If any other
matter properly comes before the meeting, the persons named as proxies will vote
on it in accordance with their best judgment.

                                             By Order of the Board of Directors

                                                    /s/ STEVEN R. MACKEY
                                                      STEVEN R. MACKEY
                                                         Secretary

Dated: January 24, 2003

                                        19


                                          --------------------------------------
                                          --------------------------------------

                                               NOTICE OF ANNUAL MEETING

                                                    OF STOCKHOLDERS

                                                      TO BE HELD

                                                     MARCH 5, 2003

                                                          AND

                                                    PROXY STATEMENT

                                          (HELMERICH & PAYNE, INC. LOGO OMITTED)

                                                HELMERICH & PAYNE, INC.

                                          --------------------------------------
                                          --------------------------------------


                            PROXY FOR ANNUAL MEETING

                            HELMERICH & PAYNE, INC.

      THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS.

    The undersigned hereby appoints as his/her proxies, with powers of
substitution and revocation, W. H. Helmerich, III, Hans Helmerich, and Steven R.
Mackey, or each of them (the "Proxies"), to vote all shares of Helmerich &
Payne, Inc., which the undersigned would be entitled to vote at the Annual
Meeting of Stockholders of Helmerich & Payne, Inc., to be held at The Philbrook
Museum Of Art, Patti Johnson Wilson Hall, 2727 South Rockford Road, Tulsa,
Oklahoma, on Wednesday, March 5, 2003, at 12:00 noon, Tulsa time, and all
adjournments thereof.

1. Nominees for Directors of the "Third Class" for a three-year term are W. H.
   Helmerich, III, Glenn A. Cox, and Edward B. Rust, Jr. DIRECTORS RECOMMEND A
   VOTE FOR ITEM 1.


                                                            
[ ] FOR all listed nominees      [ ] WITHHOLD vote from           [ ] WITHHOLD vote only from  __________
                                     all listed nominees


                            (Continued on Next Page)


                          (Continued from First Page)

    THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE WISHES OF THE STOCKHOLDER AS
SPECIFIED IN THE SQUARES AND ON THE LINE PROVIDED ON THE REVERSE SIDE HEREOF;
HOWEVER, IF NO SPECIFICATION IS MADE IN THE SQUARES OR ON THE LINE PROVIDED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE FULL
SLATE OF DIRECTORS.

   PLEASE COMPLETE, SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

                                           Dated: _______________________, 2003

                                           -------------------------------------
                                           (Sign here exactly as name appears
                                           herein. When shares are held by joint
                                           tenants, both must sign. When signing
                                           as attorney, executor, administrator,
                                           guardian, or trustee, please give
                                           your full title as such. If a
                                           corporation, please sign in full
                                           corporate name by duly authorized
                                           officer and give title of officer. If
                                           a partnership, please sign in
                                           partnership name by authorized
                                           person.)

                                           -------------------------------------
                                                (Signature if held jointly)

                          APPENDIX TO ELECTRONIC FILING

               LIST OF IMAGE INFORMATION NOT FILED ELECTRONICALLY

Photographs of the Directors and Nominees for Directors have been omitted from
Pages 4 through 7 of this Proxy Statement.

A graphic representation of the Performance Graph described on Page 17 of this
Proxy Statement has been omitted.

Proxy for Annual Meeting is filed herewith as an appendix.