<PAGE>   1



    As Filed With The Securities and Exchange Commission on August 26, 1994.



                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                           Helmerich & Payne, Inc.
              (Exact name of registrant specified in its charter)

<TABLE>
<S>                                               <C>                                                                     
              Delaware                                           73-0679879                                              
- ------------------------------------              --------------------------------------                                 
  (State or other jurisdiction of                  (I.R.S. Employer Identification No.)                                  
   incorporation or organization)                                              
</TABLE>   

<TABLE>
  <S>                                                           <C>                  
  1579 East 21st Street, Tulsa, Oklahoma                          74114                  
- ----------------------------------------------------------------------------------------                     
       (Address of Principal Executive Offices)                 (Zip Code)              
</TABLE>

                Helmerich & Payne, Inc. 1990 Stock Option Plan
                            (Full title of the plan)

        Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma  74114
                    (Name and address of agent for service)

                                (918) 742-5531
         (Telephone number, including area code, of agent for service)


<TABLE>   
<CAPTION> 
                        CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________________

                                         PROPOSED           PROPOSED
TITLE OF                                 MAXIMUM            MAXIMUM
SECURITIES           AMOUNT              OFFERING          AGGREGATE                    AMOUNT OF
  TO BE               TO BE               PRICE             OFFERING                  REGISTRATION
REGISTERED         REGISTERED           PER SHARE            PRICE                         FEE
______________________________________________________________________________________________________
   <S>              <C>                    <C>                <C>                     <C>
   Common
   Stock,
   $0.10 par
   Value            1,000,000              (1)                (1)                     $ 8,922.90 (1)
                      Shares
______________________________________________________________________________________________________
</TABLE>

(1)  Options covering an aggregate of 378,234 shares of 1,000,000 shares of
Common Stock to be registered have already been granted and are outstanding to
eligible persons at an average exercise price per share of $25.57, for a
proposed maximum aggregate offering price of $9,671,443.38.  Pursuant to Rule
457(c), the proposed maximum offering price per share of the remaining 621,766
shares of Common Stock is $16,204,776.38 based on the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange on
August 24, 1994, therefore the proposed maximum aggregate offering price of the
1,000,000 shares of Common Stock to be registered is $25,876,219.76.
<PAGE>   2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:

         (a)     Helmerich & Payne, Inc. (the "Company") Annual Report on Form
10-K for the fiscal year ended September 30, 1993.

         (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for periods since
September 30, 1993.

         (c)     The description of the Common Stock of the Company contained
in its Registration Statement on Form S-1 filed November 13, 1967 (effective
December 21, 1967) with the Securities and Exchange Commission and the
description of Common Stock Purchase Rights contained in its Registration
Statement on Form 8-A filed on January 30, 1986, with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934, with such Form 8-A Registration Statement being amended on Form 8-K filed
with the Securities and Exchange Commission on December 11, 1990.

         (d)     All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.


Item 4.  Description of Securities - Not applicable.


Item 5.  Interests of Named Experts and Counsel

The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
and General Counsel of the Company.  Mr. Mackey presently owns a substantial
number of shares of Common Stock of the Company.


Item 6.  Indemnification of Officers and Directors

The Fourteenth Article of the Company's Restated Certificate of Incorporation
provides for the indemnification by the Company of any director, officer or
employee of the Company or any of its subsidiaries in connection with any
claim, action, suit or proceeding brought or threatened by reason of such
position with the Company or any of its subsidiaries.  The stockholders of the
Company on March 4, 1987, approved an amendment to the Restated Certificate of
Incorporation which (i) limited or in certain circumstances eliminated the
personal liability of a director to the Company or to its stockholders for
monetary damages for breach of fiduciary duty as a director
<PAGE>   3



as authorized by Section 102(b) of the Delaware General Corporation Law, (ii)
expanded the Company's indemnification of its officers and directors as
provided by Section 145 of the Delaware General Corporation Law; provided,
however, that the directors remain subject to personal liability for breaches
of the duty of loyalty, acts committed in bad faith or intentional misconduct,
the payment of an unlawful dividend or any transaction from which the directors
received an improper personal benefit, and (iii) permitted the Company as
provided in Section 145 of the Delaware General Corporation Law to maintain
insurance to protect itself and any director, officer, employee or agent of the
Company.  The Company presently maintains in effect a liability insurance
policy covering officers and directors.


Item 7.  Exemption From Registration Claimed - Not applicable.


Item 8.  Exhibits

The following are filed as exhibits to this Registration Statement:

<TABLE>
         <S>     <C>
         4.1     Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of Registrant are
                 incorporated herein by reference to Registrant's Annual Report filed with the Securities and Exchange Commission on
                 Form 10-K for the 1987 fiscal year.

         4.2     Bylaws of Registrant incorporated by reference to Registrant's Annual Report on Form 10-K filed with the Securities
                 and Exchange Commission for the fiscal year ended September 30, 1990.

         5.1     Opinion of Steven R. Mackey as to the legality of shares of Common Stock being registered.

         24.1    Consent of Arthur Andersen & Co.

         24.2    Consent of Steven R. Mackey (contained in his opinion filed as Exhibit 5.1.)

         99.1    Helmerich & Payne, Inc. 1990 Stock Option Plan incorporated by reference to Exhibit "A" of Registrant's Proxy
                 Statement dated January 25, 1991.

         99.2    Form of Nonqualified Stock Option Agreement.
</TABLE>


Item 9.  Undertakings

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:
<PAGE>   4



                 (i)      To include any prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the Registration Statement;

                 (iii)    To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the Registration Statement or any material change to
                          such information in the Registration Statement;

                          Provided, however, that Paragraphs (a)(1)(i) and
                          (a)(1)(ii) do not apply if the information required
                          to be included in a post-effective amendment by those
                          paragraphs is contained in periodic reports filed by
                          the Registrant pursuant to Section 13 or Section
                          15(d) of the Securities Exchange Act of 1934 that are
                          incorporated by reference in the Registration
                          Statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
         is incorporated by reference in the Registration Statement shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the provisions
         described in Item 6, or otherwise, the Registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will,
<PAGE>   5

         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on this 26th day of
August, 1994.

                                        HELMERICH & PAYNE, INC.



                                        By  /s/ Hans Helmerich
                                             HANS HELMERICH
                                             President and Chief Executive
                                             Officer


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
SIGNATURE                       TITLE                                 DATE
- ---------                       -----                                 ----
<S>                             <C>                                   <C>
/s/ W. H. Helmerich, III        Director                              August 25, 1994             
- ---------------------------                                           ----------------------------
W. H. HELMERICH, III


/s/ Hans Helmerich              Director, President and               August 25, 1994             
- ---------------------------     Chief Executive Officer               ----------------------------
HANS HELMERICH                                         
                                

/s/ George Dotson               Director, Vice President              August 25, 1994             
- ---------------------------                                           ----------------------------
GEORGE S. DOTSON


/s/ William L. Armstrong        Director                              August 25, 1994             
- ---------------------------                                           ----------------------------
WILLIAM L. ARMSTRONG


                                Director                                                          
- ---------------------------                                           ----------------------------
GLENN A. COX


                                Director                                                          
- ---------------------------                                           ----------------------------
C. W. FLINT, JR.


                                Director                                                          
- ---------------------------                                           ----------------------------
W. F. MARTIN
           
</TABLE>
<PAGE>   6

<TABLE>
<S>                             <C>                                   <C>
/s/ George A. Schaefer          Director                              August 25, 1994             
- ---------------------------                                           ----------------------------
GEORGE A. SCHAEFER


                                Director                                                          
- ---------------------------                                           ----------------------------
HARRY W. TODD


                                Director                                                          
- ---------------------------                                           ----------------------------
JOHN D. ZEGLIS


/s/ Douglas E. Fears            Vice President, Finance               August 25, 1994             
- ---------------------------     (Principal Financial                  ----------------------------
DOUGLAS E. FEARS                Officer)                 
                                                         
                                

/s/ Gordon Helm                 Controller                            August 25, 1994             
- ---------------------------     (Principal Accounting                 ----------------------------
GORDON HELM                     Officer)               
                                                       
</TABLE>
<PAGE>   7


                                EXHIBITS INDEX*



<TABLE>
<S>      <C>
1.)      5.1     Opinion of Steven R. Mackey as to the legality of shares of Common Stock being registered.

2.)      24.1    Consent of Arthur Andersen & Co.

3.)      24.2    Consent of Steven R. Mackey (contained in his opinion filed as Exhibit 5.1.)

4.)      99.2    Form of Nonqualified Stock Option Agreement.

</TABLE>

*        Other exhibits listed in Item 8 have been previously filed in paper
         format with the Securities and Exchange Commission.

         The 1993 Annual Report on Form 10-K, incorporated by reference in Item
         3(a), was electronically filed with its exhibits including the Annual
         Report to Shareholders, on December 27, 1993.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17584}]
{"company-data": {"conformed-name": "HELMERICH & PAYNE INC", "cik": "0000046765", "assigned-sic": "1381", "irs-number": "730679879", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55239", "film-number": "94546263"}, "business-address": {"street1": "UTICA AT 21ST ST", "city": "TULSA", "state": "OK", "zip": "74114", "phone": "9187425531"}, "mail-address": {"street2": "UTICA AT 21ST ST", "city": "TULSA", "state": "OK", "zip": "74114"}}
1

    As Filed With The Securities and Exchange Commission on August 26, 1994.

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           Helmerich & Payne, Inc.
              (Exact name of registrant specified in its charter)
Delaware                                           73-0679879                                              
- ------------------------------------              --------------------------------------                                 
  (State or other jurisdiction of                  (I.R.S. Employer Identification No.)                                  
   incorporation or organization)
1579 East 21st Street, Tulsa, Oklahoma                          74114                  
- ----------------------------------------------------------------------------------------                     
       (Address of Principal Executive Offices)                 (Zip Code)
Helmerich & Payne, Inc. 1990 Stock Option Plan
                            (Full title of the plan)

        Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma  74114
                    (Name and address of agent for service)

                                (918) 742-5531
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________________

                                         PROPOSED           PROPOSED
TITLE OF                                 MAXIMUM            MAXIMUM
SECURITIES           AMOUNT              OFFERING          AGGREGATE                    AMOUNT OF
  TO BE               TO BE               PRICE             OFFERING                  REGISTRATION
REGISTERED         REGISTERED           PER SHARE            PRICE                         FEE
______________________________________________________________________________________________________
Common
   Stock,
   $0.10 par
   Value            1,000,000              (1)                (1)                     $ 8,922.90 (1)
                      Shares
______________________________________________________________________________________________________
(1)  Options covering an aggregate of 378,234 shares of 1,000,000 shares of
Common Stock to be registered have already been granted and are outstanding to
eligible persons at an average exercise price per share of $25.57, for a
proposed maximum aggregate offering price of $9,671,443.38.  Pursuant to Rule
457(c), the proposed maximum offering price per share of the remaining 621,766
shares of Common Stock is $16,204,776.38 based on the average of the high and
low prices of the Common Stock as reported on the New York Stock Exchange on
August 24, 1994, therefore the proposed maximum aggregate offering price of the
1,000,000 shares of Common Stock to be registered is $25,876,219.76.
2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:

         (a)     Helmerich & Payne, Inc. (the "Company") Annual Report on Form
10-K for the fiscal year ended September 30, 1993.

         (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for periods since
September 30, 1993.

         (c)     The description of the Common Stock of the Company contained
in its Registration Statement on Form S-1 filed November 13, 1967 (effective
December 21, 1967) with the Securities and Exchange Commission and the
description of Common Stock Purchase Rights contained in its Registration
Statement on Form 8-A filed on January 30, 1986, with the Securities and
Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
1934, with such Form 8-A Registration Statement being amended on Form 8-K filed
with the Securities and Exchange Commission on December 11, 1990.

         (d)     All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold.

Item 4.  Description of Securities - Not applicable.

Item 5.  Interests of Named Experts and Counsel

The validity of the issuance of the shares of Common Stock offered hereby will
be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
and General Counsel of the Company.  Mr. Mackey presently owns a substantial
number of shares of Common Stock of the Company.

Item 6.  Indemnification of Officers and Directors

The Fourteenth Article of the Company's Restated Certificate of Incorporation
provides for the indemnification by the Company of any director, officer or
employee of the Company or any of its subsidiaries in connection with any
claim, action, suit or proceeding brought or threatened by reason of such
position with the Company or any of its subsidiaries.  The stockholders of the
Company on March 4, 1987, approved an amendment to the Restated Certificate of
Incorporation which (i) limited or in certain circumstances eliminated the
personal liability of a director to the Company or to its stockholders for
monetary damages for breach of fiduciary duty as a director
3

as authorized by Section 102(b) of the Delaware General Corporation Law, (ii)
expanded the Company's indemnification of its officers and directors as
provided by Section 145 of the Delaware General Corporation Law; provided,
however, that the directors remain subject to personal liability for breaches
of the duty of loyalty, acts committed in bad faith or intentional misconduct,
the payment of an unlawful dividend or any transaction from which the directors
received an improper personal benefit, and (iii) permitted the Company as
provided in Section 145 of the Delaware General Corporation Law to maintain
insurance to protect itself and any director, officer, employee or agent of the
Company.  The Company presently maintains in effect a liability insurance
policy covering officers and directors.

Item 7.  Exemption From Registration Claimed - Not applicable.

Item 8.  Exhibits

The following are filed as exhibits to this Registration Statement:
4.1     Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of Registrant are
                 incorporated herein by reference to Registrant's Annual Report filed with the Securities and Exchange Commission on
                 Form 10-K for the 1987 fiscal year.

         4.2     Bylaws of Registrant incorporated by reference to Registrant's Annual Report on Form 10-K filed with the Securities
                 and Exchange Commission for the fiscal year ended September 30, 1990.

         5.1     Opinion of Steven R. Mackey as to the legality of shares of Common Stock being registered.

         24.1    Consent of Arthur Andersen & Co.

         24.2    Consent of Steven R. Mackey (contained in his opinion filed as Exhibit 5.1.)

         99.1    Helmerich & Payne, Inc. 1990 Stock Option Plan incorporated by reference to Exhibit "A" of Registrant's Proxy
                 Statement dated January 25, 1991.

         99.2    Form of Nonqualified Stock Option Agreement.
Item 9.  Undertakings

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:
4

                 (i)      To include any prospectus required by Section
                          10(a)(3) of the Securities Act of 1933;

                 (ii)     To reflect in the prospectus any facts or events
                          arising after the effective date of the Registration
                          Statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the Registration Statement;

                 (iii)    To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the Registration Statement or any material change to
                          such information in the Registration Statement;

                          Provided, however, that Paragraphs (a)(1)(i) and
                          (a)(1)(ii) do not apply if the information required
                          to be included in a post-effective amendment by those
                          paragraphs is contained in periodic reports filed by
                          the Registrant pursuant to Section 13 or Section
                          15(d) of the Securities Exchange Act of 1934 that are
                          incorporated by reference in the Registration
                          Statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the Registrant's annual report pursuant to Section 13(a) or
         Section 15(d) of the Securities Exchange Act of 1934 (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
         is incorporated by reference in the Registration Statement shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the provisions
         described in Item 6, or otherwise, the Registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will,
5

         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on this 26th day of
August, 1994.

                                        HELMERICH & PAYNE, INC.

                                        By  /s/ Hans Helmerich
                                             HANS HELMERICH
                                             President and Chief Executive
                                             Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                       TITLE                                 DATE
- ---------                       -----                                 ----
/s/ W. H. Helmerich, III        Director                              August 25, 1994             
- ---------------------------                                           ----------------------------
W. H. HELMERICH, III

/s/ Hans Helmerich              Director, President and               August 25, 1994             
- ---------------------------     Chief Executive Officer               ----------------------------
HANS HELMERICH                                         
                                

/s/ George Dotson               Director, Vice President              August 25, 1994             
- ---------------------------                                           ----------------------------
GEORGE S. DOTSON

/s/ William L. Armstrong        Director                              August 25, 1994             
- ---------------------------                                           ----------------------------
WILLIAM L. ARMSTRONG

                                Director                                                          
- ---------------------------                                           ----------------------------
GLENN A. COX

                                Director                                                          
- ---------------------------                                           ----------------------------
C. W. FLINT, JR.

                                Director                                                          
- ---------------------------                                           ----------------------------
W. F. MARTIN
6
/s/ George A. Schaefer          Director                              August 25, 1994             
- ---------------------------                                           ----------------------------
GEORGE A. SCHAEFER

                                Director                                                          
- ---------------------------                                           ----------------------------
HARRY W. TODD

                                Director                                                          
- ---------------------------                                           ----------------------------
JOHN D. ZEGLIS

/s/ Douglas E. Fears            Vice President, Finance               August 25, 1994             
- ---------------------------     (Principal Financial                  ----------------------------
DOUGLAS E. FEARS                Officer)                 
                                                         
                                

/s/ Gordon Helm                 Controller                            August 25, 1994             
- ---------------------------     (Principal Accounting                 ----------------------------
GORDON HELM                     Officer)
7

                                EXHIBITS INDEX*
1.)      5.1     Opinion of Steven R. Mackey as to the legality of shares of Common Stock being registered.

2.)      24.1    Consent of Arthur Andersen & Co.

3.)      24.2    Consent of Steven R. Mackey (contained in his opinion filed as Exhibit 5.1.)

4.)      99.2    Form of Nonqualified Stock Option Agreement.
*        Other exhibits listed in Item 8 have been previously filed in paper
         format with the Securities and Exchange Commission.

         The 1993 Annual Report on Form 10-K, incorporated by reference in Item
         3(a), was electronically filed with its exhibits including the Annual
         Report to Shareholders, on December 27, 1993.