content: <PAGE>   1
  
  
                                     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. 1996 Stock Incentive 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
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------
                                 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           2,000,000        (1)           (1)         $4,280.30 (1)
                    Shares                                                   
  ---------------------------------------------------------------------------
  </TABLE>
  
  (1)Pursuant to Rule 457(c), the proposed maximum offering price per share of
  the 2,000,000 shares of Common Stock is $14,125,000 based on the average of the
  high and low prices of the Common Stock as reported on the New York Stock
  Exchange on August 29, 1997.
  <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, 1996.
  
           (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, 1996.
  
           (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 17, 1996, with the Securities and
  Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
  1934.
  
           (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 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:
  
           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 1996 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,
                   1996.
  
           5.1     Opinion of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
  
           23.1    Consent of Ernst & Young LLP              
           
           23.2    Consent of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
           
           99.1    Helmerich & Payne, Inc. 1996 Stock Incentive Plan incorporated
                   by reference to Exhibit "A" of Registrant's Proxy Statement
                   dated January 27, 1997.
  
           99.2    Form of 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;
  <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 3rd day of
  September, 1997.
  
                                            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                          September 3, 1997    
  -----------------------------                                       -----------------                             
  W. H. HELMERICH, III
  
  
  /s/ HANS HELMERICH                Director, President and           September 3, 1997    
  -----------------------------     Chief Executive Officer           -----------------                                   
  HANS HELMERICH                                           
  
  
  /s/ GEORGE S. DOTSON              Director, Vice President          September 3, 1997    
  -----------------------------                                       -----------------                             
  GEORGE S. DOTSON
  
  
  /s/ WILLIAM L. ARMSTRONG          Director                          September 3, 1997   
  -----------------------------                                       -----------------
  WILLIAM L. ARMSTRONG                                                
  
  
  /s/ GLENN A. COX                  Director                          September 3, 1997    
  -----------------------------                                       -----------------                             
  GLENN A. COX
  
  
  /s/ GEORGE A. SCHAEFER            Director                          September 3, 1997    
  -----------------------------                                       -----------------                             
  GEORGE A. SCHAEFER
  
  
  /s/ L.F. ROONEY, III              Director                          September 3, 1997     
  -----------------------------                                       -----------------                             
  L. F. ROONEY, III
  </TABLE>
  
  <PAGE>   6
  
  <TABLE>
  <S>                               <C>                               <C>
  /s/ JOHN D. ZEGLIS                Director                          September 3, 1997     
  -----------------------------                                       -----------------                             
  JOHN D. ZEGLIS
  
  
  /s/ EDWARD B. RUST, JR.           Director                          September 3, 1997
  -----------------------------                                      ------------------
  EDWARD B. RUST, JR.
  
  
  /s/ DOUGLAS E. FEARS              Vice President, Finance           September 3, 1997    
  -----------------------------     (Principal Financial              -----------------                             
  DOUGLAS E. FEARS                  Officer)            
                                                        
  
  /s/ GORDON HELM                   Controller                        September 3, 1997     
  -----------------------------     (Principal Accounting             -----------------                             
  GORDON HELM                       Officer)             
                                                         
  </TABLE>
  <PAGE>   7
                                   EXHIBITS INDEX
                              (for Electronic filing)
  
  
  
  <TABLE>
  <S>      <C>     <C>
  1.)      5.1     Opinion of Steven R. Mackey as to the legality of shares of 
                   Common Stock being registered.
  
  2.)      23.1    Consent of Ernst & Young LLP 
  
  3.)      23.2    Consent of Steven R. Mackey (contained in his opinion filed as
                   Exhibit 5.1).
  
  4.)      99.2    Form of Stock Option Agreement
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16286}]
metadata_filer: {"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": "333-34939", "film-number": "97675266"}, "business-address": {"street1": "UTICA AT 21ST ST", "city": "TULSA", "state": "OK", "zip": "74114", "phone": "9187425531"}, "mail-address": {"street1": "UTICA AT 21ST ST", "city": "TULSA", "state": "OK", "zip": "74114"}}
text: 1
  
                                     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. 1996 Stock Incentive 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           2,000,000        (1)           (1)         $4,280.30 (1)
                    Shares                                                   
  ---------------------------------------------------------------------------
  (1)Pursuant to Rule 457(c), the proposed maximum offering price per share of
  the 2,000,000 shares of Common Stock is $14,125,000 based on the average of the
  high and low prices of the Common Stock as reported on the New York Stock
  Exchange on August 29, 1997.
  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, 1996.
  
           (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, 1996.
  
           (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 17, 1996, with the Securities and
  Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
  1934.
  
           (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 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 1996 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,
                   1996.
  
           5.1     Opinion of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
  
           23.1    Consent of Ernst & Young LLP              
           
           23.2    Consent of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
           
           99.1    Helmerich & Payne, Inc. 1996 Stock Incentive Plan incorporated
                   by reference to Exhibit "A" of Registrant's Proxy Statement
                   dated January 27, 1997.
  
           99.2    Form of 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 3rd day of
  September, 1997.
  
                                            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                          September 3, 1997    
  -----------------------------                                       -----------------                             
  W. H. HELMERICH, III
  
  /s/ HANS HELMERICH                Director, President and           September 3, 1997    
  -----------------------------     Chief Executive Officer           -----------------                                   
  HANS HELMERICH                                           
  
  /s/ GEORGE S. DOTSON              Director, Vice President          September 3, 1997    
  -----------------------------                                       -----------------                             
  GEORGE S. DOTSON
  
  /s/ WILLIAM L. ARMSTRONG          Director                          September 3, 1997   
  -----------------------------                                       -----------------
  WILLIAM L. ARMSTRONG                                                
  
  /s/ GLENN A. COX                  Director                          September 3, 1997    
  -----------------------------                                       -----------------                             
  GLENN A. COX
  
  /s/ GEORGE A. SCHAEFER            Director                          September 3, 1997    
  -----------------------------                                       -----------------                             
  GEORGE A. SCHAEFER
  
  /s/ L.F. ROONEY, III              Director                          September 3, 1997     
  -----------------------------                                       -----------------                             
  L. F. ROONEY, III
  6
  /s/ JOHN D. ZEGLIS                Director                          September 3, 1997     
  -----------------------------                                       -----------------                             
  JOHN D. ZEGLIS
  
  /s/ EDWARD B. RUST, JR.           Director                          September 3, 1997
  -----------------------------                                      ------------------
  EDWARD B. RUST, JR.
  
  /s/ DOUGLAS E. FEARS              Vice President, Finance           September 3, 1997    
  -----------------------------     (Principal Financial              -----------------                             
  DOUGLAS E. FEARS                  Officer)            
                                                        
  
  /s/ GORDON HELM                   Controller                        September 3, 1997     
  -----------------------------     (Principal Accounting             -----------------                             
  GORDON HELM                       Officer)
  7
                                   EXHIBITS INDEX
                              (for Electronic filing)
  1.)      5.1     Opinion of Steven R. Mackey as to the legality of shares of 
                   Common Stock being registered.
  
  2.)      23.1    Consent of Ernst & Young LLP 
  
  3.)      23.2    Consent of Steven R. Mackey (contained in his opinion filed as
                   Exhibit 5.1).
  
  4.)      99.2    Form of Stock Option Agreement