SecProbe.io

January 20, 2012
 Via E-mail

Mr. Hans Helmerich President and Chief Executive Officer Helmerich & Payne, Inc. 1437 S. Boulder Ave., Suite 1400 Tulsa, Oklahoma 74119-3623
Re: Helmerich & Payne, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2011
Filed November 23, 2011 Preliminary Proxy Statement on Schedule 14A Filed January 5, 2012 File No. 1-04221

Dear Mr. Helmerich:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filing(s), by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f iling(s) and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended September 30, 2011

 Business, page 1

 Contract Drilling, page 1

 1. We note that in your November 17, 2011 ear nings call you discusse d your decision to
exit the mechanical rig business.  Please discu ss this strategic decisi on in your disclosure
and explain terminology such as “mechanical rig,” “AC-powered rig,” and “SCR rig.”

Mr. Hans Helmerich
Helmerich & Payne, Inc.  January 20, 2012 Page 2
 Risk Factors, page 6

 Our offshore and land operations are subject to a number of operational risks…, page 6

 2. We note the sentence at the bottom of page 9 beginning, “In the event we engage in any
hydraulic fracturing activities…”  Please clarify whether (and if material, the extent to
which) you currently engage in hydraulic fracturi ng activities.   In a ddition, to the extent
that hydraulic fracturing activit ies are material to your operati ons, please revise this risk
factor to address any material operational a nd financial risks associated with hydraulic
fracturing.  For example, any material risk s related to underground migration or surface
spillage or mishandling of fluids, including chemical additives that may be toxic.
 Preliminary Proxy Statement on Sc hedule 14A Filed January 5, 2012

 Proposal 4—Approval of an Amendment…, page 41

 3. Please revise the proposal concerning the revisi ons to your certificate of incorporation to
provide stockholders the opport unity to vote on the board-dec lassification provision and
the director-removal provision separately.  Refe r to Exchange Act Rule 14a-4(a)(3) and –
(b)(1).  For further guidance, refer to SEC Release No. 34-31326, Part II.H.  You may
indicate, as appropriate, that the implemen tation of each matter is conditioned on the
stockholders’ approval of  the related matter.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Hans Helmerich
Helmerich & Payne, Inc.  January 20, 2012 Page 3
 Please contact Alexandra M. Ledbetter (Sta ff Attorney) at (202) 551-3317 or Norman
von Holtzendorff (Staff Attorney) at (202) 551-3237 with any questions.

Sincerely,  /s/ A.N. Parker for
 H. Roger Schwall Assistant Director