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CONFIDENTIAL TREATMENT REQUESTED BY HELMERICH & PAYNE, INC.

OF PORTIONS OF THIS LETTER IN ACCORDANCE WITH 17 C.F.R. § 200.83.

April 17, 2006

Mr. Gary Newberry

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:                             Helmerich &
Payne, Inc.

Form 10-K for Fiscal Year Ended September 30,
2005

Filed December 13, 2005

Form 10-Q for Fiscal quarter Ended December 31,
2005

Filed February 7, 2006

File No. 1-4221

Dear Mr. Newberry:

This letter sets forth the responses from
Helmerich & Payne, Inc. (the “Company”) with respect to the staff’s
comment letter dated April 4, 2006 on the Company’s Form 10-K for the
year ended September 30, 2005 and the Form 10-Q dated December 31,
2005. The numbered responses in this letter correspond to the numbered
paragraphs of the comment letter. We have also included the comment along with
the Company’s response to assist the review process.

For certain items you have requested that the
Form 10-K and Form 10-Q be amended in response to your comment. An
amended Form 10-K for the year ended September 30, 2005 and an
amended Form 10-Q for the quarter ended December 31, 2005 will be
subsequently filed. Below, the Company has provided for your consideration a
description of how we intend to address these items in the amended documents
prior to filing the amendments.

In some of our responses, we have agreed to
change or supplement the disclosures in our filings. We are doing so in the
spirit of cooperation with the staff of the Securities and Exchange Commission,
and not because we believe our prior filings are materially deficient

  Securities and Exchange Commission

  CONFIDENTIAL
  TREATMENT REQUESTED

  April 17, 2006

  BY HELMERICH &
  PAYNE, INC.

or inaccurate. Accordingly, any amendment to our filings to implement
these changes, or any changes implemented in future filings, should not be
taken as an admission that prior disclosures were in any way deficient.

We also have indicated in a number of our
responses that we believe no change in disclosure is appropriate, and have
explained why. We understand the SEC staff’s comments, even where a disclosure
change is requested or suggested, to be based on the staff’s understanding
based on information available to it, which may be less than the
information available to us. Accordingly, we understand those SEC staff
comments may be withdrawn or modified based on the additional explanation
or information we provide.

In accordance with 17 C.F.R. § 200.83,
we have provided a letter to the staff of the SEC and the Office of Freedom of
Information and Privacy Act Operations requesting confidential treatment for
certain portions of the Company’s response set forth in this response letter
(the “Confidential Material”). The Company has redacted the Confidential
Material from the letter filed via EDGAR and has included such information
solely in paper copies of the letter submitted to the SEC staff.

***

Form 10-K for the Fiscal Year Ended September 30,
2005

Comment

Five -Year Summary of Selected Financial
Data, page 19

1.                        We note
the line item “other” in this table, which apparently combines several income
statement line items, resulting in a non-GAAP measure. While the guidance in
the instructions to Regulation S-K Item 301 allows presentation of certain
non-GAAP measures which would enhance understanding of your financial condition
and results of operations, such financial measures must be identified as
non-GAAP measures and must include the disclosures required by Regulation S-K
Item 10(e)(1)(i). Revise this table to eliminate this non-GAAP financial
measure or provide the disclosures required by Regulation S-K Item 1O(e)(1)(i).
Additionally, clarify in your filing how your measure is calculated, as it is
not clear. For example, the 3 line items in your statements of income for 2005 that
you reference (income from asset sales; gain on sale of investment securities;
and interest and dividend income) total $46,328, yet your table reflects $46,093.

Response

In the amended Form 10K for the fiscal
year ended September 30, 2005, the line item “other” will be deleted from
the Five-Year Summary of Selected Financial Data. The footnote to the Five-Year
Summary of Selected Financial Data in the previously filed Form 10K,
describing the “other” line item was intended to assist the reader in
understanding the significant, but not all components of the line item.

2

  Securities and Exchange Commission

  CONFIDENTIAL
  TREATMENT REQUESTED

  April 17, 2006

  BY HELMERICH &
  PAYNE, INC.

Annual Report, Exhibit 13

Comment

Financial and Operating Review, page 6

2.                        We note the use of the
following line items:

•                  Operating
Costs,

•                  Depreciation,

•                  Interest,
Dividend and Other Income, and

•                  Income
from Investment and Asset Sales

The line “Operating Costs” must expressly indicate in its title that
depreciation is excluded. Refer to our related comment below. The remaining
three measures appear to be combining multiple lines from your statements of
income. As such, they represent non-GAAP measures that should be identified as
such and should include appropriate disclosure. Please refer to our previous
comment above.

Response

In the amended Form 10K for the fiscal
year ended September 30, 2005, the line item will be changed to Operating Costs, excluding depreciation. The footnote for the
2004 depreciation amount will be changed to read as follows:

“2004 includes an asset impairment of $51,516
and depreciation of $94,425”

Interest, Dividend, and Other Income as previously disclosed in the
Financial & Operating Review
will be revised to show Interest and dividend income as shown on the
Consolidated Statements of Income.

The line titled Income from Investment and
Asset Sales in the Financial & Operating Review will be revised to
only show Income from investment sales as shown on the Consolidated Statements
of Income.

Comment

Comparison of the years ended September 30,
2005 and 2004, page 16

3.                        You state that average rig margins
declined because you did not have an adequate reserve for deferred
compensation. Tell us the facts and circumstances you considered in concluding
that this situation should be accounted for as a change in estimate, and not
the correction of an error as described in Accounting Principles Board (APB)
Opinion Number 20. In your response, address why you consider this to be a
significant component of your expenses that should be described to understand your
results of operations, as required by Regulation S-K Item 202(a)(3)(i).

Response

During the fourth quarter fiscal 2005, the
Company discovered a miscalculation in the government stipulated deferred
compensation liability in Venezuela. The miscalculation impacted fiscal years
2002, 2003, 2004 and 2005. Once identified in the fourth quarter of fiscal
2005, the liability was adjusted for an amount totaling

3

  Securities and Exchange Commission

  CONFIDENTIAL
  TREATMENT REQUESTED

  April 17, 2006

  BY HELMERICH &
  PAYNE, INC.

approximately $1.9 million. Of this amount,
$1.2 million related to prior periods. The Company evaluated the impact of the
out-of-period amounts and concluded that such amounts were not of the magnitude
to require restatement. The impact on pre-tax earnings from continuing
operations totaled $.5 million and $.3 million for 2003 and 2002 which
represented 1.4 percent and 3.0 percent, respectively. The impact on pre-tax
earnings in 2004 totaled $.4 million and represented 0.7 percent of pre-tax
earnings before the impairment charge. The impact of the out-of-period amount
reported in 2005 was 0.6 percent of pre-tax earnings. APB 20 requires that
corrections of errors be recorded by restatement of prior periods if the error
is material. Under the provisions of APB 20, the Company considers these
amounts clearly inconsequential to the consolidated results of operations for
the periods presented, and therefore, the adjustment was recorded in the fourth
quarter of 2005 when identified. Furthermore, the adjustment did not affect
trends for the periods presented.

In evaluating the disclosure of this item in
our discussion of International operating results in the 2005 Form 10-K,
the Company considered the impact on the operating statistics presented. While
overall operating income increased, average margin per day decreased in part due
to this item. In order to provide transparent disclosure to the reader, the
Company concluded disclosure of this item was appropriate, though the amounts
related to this matter were clearly immaterial to the consolidated financial
statements overall.

Comments

Liquidity and Capital Resources, page 21

4.                        You have reported income from asset sales for the last three
fiscal years. Expand your Management Discussion and Analysis of Financial
Condition and Results of Operations to include a discussion of which assets
were sold, the proceeds received, and the underlying reason for the sales.

5.                        You have discussed net proceeds from the sale of portfolio
securities of $46.7 million, $30.9 million and $18.2 million for each of the
last three fiscal years. Your consolidated statements of cash flows disclose
proceeds from the sale of investments of $65.5 million, $14.0 million and $18.2
million for each of the last three fiscal years. Amend your discussion or
consolidated statements of cash flows as appropriate so that the amounts
discussed are in agreement with the amounts in your financial statements.

6.                        Expand your discussion of the net proceeds from the sale of
portfolio securities to disclose the reasons for such sales.

7.                        Expand your discussion to describe the $5 million of
investments purchased in 2005, which are presented on your statements of cash
flows.

8.                        We note your disclosure of contracts for 50 new rigs to be
delivered starting in 2006. Amend your discussion to address the anticipated
source of funds needed to fulfill

4

  Securities and Exchange Commission

  CONFIDENTIAL
  TREATMENT REQUESTED

  April 17, 2006

  BY HELMERICH &
  PAYNE, INC.

such commitments, as required by Regulation S-K Item
303(a)(2)(1).

Response to Numbers 4 through 8

A draft of the Liquidity and Capital Resources
discussion, modified for items 4 – 8 is included in Appendix A.

In response to item 8 above, on page 22, we disclosed
that current cash, investments in short-term money market securities, and
projected cash generated from operating activities are anticipated to meet the
Company’s current estimated capital expenditures and other expected cash
requirements for fiscal 2006. In the revised disclosure we have clarified these
capital expenditures include rig construction.

The differences in net proceeds of portfolio
securities noted in comment number 5 were due to sales with a trade date in
fiscal 2004 for which the cash was not received until fiscal 2005. Therefore,
the cash received reflected in the 2004 and 2005 Statements of Cash Flow were
appropriately adjusted for this 2004 non-cash item as summarized in the
following table:

  2005

  2004

  2003

  (in thousands)

  Proceeds
  from portfolio securities

  $

  46,701

  $

  30,871

  $

  18,215

  Proceeds
  from sale of short-term securities

  2,000

  —

  —

  Adjustment
  to Statement of Cash Flows for proceeds received subsequent to year-end
  related to trade date accounting

  16,838

  (16,838

  )

  —

  Proceeds
  from sale of investments – Statement of Cash Flows

  $

  65,539

  $

  14,033

  $

  18,215

Comment

Material Commitments, page 24

9.                        Explain why you do not include
purchase obligations relating to the construction of drill rigs discussed on page 22.
Refer to Regulation S-K Item 303(a)(5)(ii)(D).

Response

Regulation S-K Item 303(a)(5)(ii)(D) provides
that purchase obligations that are enforceable and legally binding should be
included in the Material Commitments table. On page 25 we disclosed that
the Company had commitments outstanding of approximately $96.2 million for the
purchase of contract drilling equipment. In the amended Form 10-K for the
fiscal year ended September 30, 2005, the purchase commitments will be
included in the Material Commitments table.

5

  Securities and Exchange Commission

  CONFIDENTIAL
  TREATMENT REQUESTED

  April 17, 2006

  BY HELMERICH &
  PAYNE, INC.

Comment

Critical Accounting Policies and Estimates, page 25

10.                  We note your disclosure of property, plant
and equipment as a critical policy, and the impairment charge relating to your
drill rigs in 2004. Expand your discussion of depreciation to address the
estimates and assumptions made under this policy, why the estimates and
assumptions bear the risk of change and how accurate the estimates and
assumptions have been in the past. Please refer to Financial Reporting
Codification Section 501.14 for further guidance.

Response

We will modify our critical accounting policy
and estimates discussion for property, plant and equipment as follows:

Property, plant and equipment, including
renewals and betterments, are stated at cost, while maintenance and repairs are
expensed as incurred. Interest costs applicable to the construction of
qualifying assets are capitalized as a component of the cost of such assets. The
Company provides for the depreciation of property, plant and equipment using
the straight-line method over the estimated useful lives of the assets. Depreciation
is determined considering the estimated salvage value of the property, plant
and equipment. Both the estimated useful lives and salvage values require the
use of management estimates. Certain events, such as unforeseen changes in
operations or technology or market conditions, could occur that would
materially affect the Company’s estimates and assumptions related to
depreciation. Management believes that these estimates have been materially
accurate in the past. For the years presented in this report, no significant
changes were made to the Company’s useful lives or salvage values, other than
reflected in the 2004 impairment of certain offshore equipment. Upon retirement
or other disposal of fixed assets, the cost and related accumulated
depreciation are removed from the respective accounts and any gains or losses
are recorded in net income.

Comment

Consolidated Statements of Income, page 34

11.                  We note that the line item “operating costs”
excludes related depreciation costs. Although the guidance in Staff Accounting
Bulletin Topic11:B accommodates the separate presentation of depreciation, the
description of operating costs must make it clear that it excludes such amounts.
Please modify your presentation accordingly.

Response

In the amended Form 10K for the fiscal year ended
September 30, 2005, the line item “Operating costs” in the Consolidated
Statements of Income will be changed to “Operating Costs, excluding
depreciation”.

Comment

12.                  You have reported income from asset sales as
non-operating income. Tell us why this treatment is appropriate, given the
requirements of Statement of Financial

6

  Securities and Exchange Commission

  CONFIDENTIAL
  TREATMENT REQUESTED

  April 17, 2006

  BY HELMERICH &
  PAYNE, INC.

Accounting Standards (SFAS) Number 144, paragraph 45,
or revise these statements accordingly.

Response

Selling drilling rigs and equipment is not a routine part of
our business and as a result, the Company included the income for asset sales
as non-operating revenue. However, we concur that this is not in strict
compliance with paragraph 45 of SFAS number 144. T