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CORRESP
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[Helmerich &
Payne, Inc. Letterhead]

CONFIDENTIAL TREATMENT REQUESTED BY HELMERICH &
PAYNE, INC.

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

June 14, 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 response from Helmerich & Payne, Inc. (the “Company”)
with respect to the staff’s comment letter dated May 17, 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, incorporating
the items from the letter dated April 17, 2006 and May 8, 2006, upon
final resolution of the item addressed herein.

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 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.

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

Note 14 — Segment
Information, page 58

1.               We note your response to
comment 21 in our letter dated April 28, 2006, and we disagree with your
conclusions. We reissue that comment in its entirety and ask that you perform
the requested analysis pursuant to SFAS 131, paragraph 17.

As we
stated previously, it is apparent from the materials you provided that your
operations in each country meet the definition of an operating segment as
contemplated by paragraph 10 of SFAS 131 because each engages in business
activities from which it earns revenues and incur expenses; its operating
results are regularly reviewed by your CODM; and discrete financial information
is available for each country.

Please
refer to EITF Topic D-70, which indicates that materials provided to the
CODM are assumed to be used by the CODM in evaluating the performance of the
entity’s segments.

As such, it
is necessary to determine whether it is appropriate to aggregate any or all of
the countries/operating segments in accordance with the provisions of SFAS 131.
Please provide your analysis to us promptly.

Response

We continue to assert our previous position that our international
operation in its entirety constitutes an operating segment as defined in
paragraph 10 of SFAS No. 131. As we described in our response dated May 8,
2006, while the report that is provided to our chief operating decision maker
(CODM) does include discrete financial information by country, the CODM does
not regularly review results at this level for purposes of assessing
performance and allocating assets. Instead, results are evaluated by our CODM
at the international level as described in our last

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response. Additionally, board materials and our organizational
structure supports this approach.

We acknowledge your reference to EITF Topic D-70. Topic D-70
provides specific guidance as to the inclusion of financial data (such as
depreciation) that is presented to the CODM but not necessarily included in the
measure of segment profit or loss reviewed by the CODM. The guidance in Topic D-70
requires that such items be disclosed even though they are not included in the
measure of segment profit or loss. In our view, this guidance is not relevant
to our facts and circumstances. Simply because the CODM receives a widely
distributed, multi-purpose report that contains individual country information does
not mean that the CODM uses that detail in evaluating our operations. We
believe that this presumption is overcome by how our operations are reported to
the Board of Directors, our organizational structure and considering that the
report that is provided to the CODM is a widely distributed, multi-purpose
report that is not used solely by the CODM.

We believe we have fully complied with the requirements of SFAS No. 131
which provides that segment information be reported based on how management
internally evaluates the operating performance of its business units. Because
we deem international in its entirety to be an operating segment as
contemplated by paragraph 10 of SFAS No. 131, we do not believe that an
aggregation analysis is required. However, to date, you have not accepted our
position and as a result we are providing the following analysis of the
provisions in paragraph 17 of SFAS No. 131.

Paragraph 17 provides that two or more operating segments may be
aggregated into a single operating segment if aggregation is consistent with
the objective and basic principles of SFAS No. 131. Because our current
segment reporting reflects how our CODM reviews our results, we conclude that this
criteria is met.

Paragraph 17 further provides that segments must have similar economic
characteristics. SFAS No. 131 provides that segments with similar economic
characteristics should have similar long-term average gross margins. For our
purposes, the most relevant measure for this analysis is drilling revenue less
direct drilling expenses. In applying the aggregation criteria, the similarity
of the economic characteristics should be evaluated based on past and future
prospects and not necessarily on current indicators only. For purposes of
evaluating the long-term average gross margin, we have initially considered a
five year period. Using total revenues and total direct drilling expenses for
the five years from fiscal 2001 through 2005, international long-term margins averaged
33.9 percent (see Appendix A to this letter).

The aggregation analysis by country is only provided for locations that
have been consistently included in our operations during the last five years. On
occasion, rigs have been utilized in other international locations. This has
generally been limited to one rig for a relatively short duration as compared
to our operations in the countries listed in the Appendix A hereto. Due to the
short-term duration of these contracts, the results are not necessarily
indicative of our historical or expected long-term gross

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margins for international rigs. Although gross margins for one or two
rig countries may vary in the short-term, we have been consistent in our
efforts to transport rigs to markets where margins comparable to our other
international operations can be achieved.

In addition to similar economic characteristics, if segments are
similar in each of the following areas they may be aggregated:

  a)

  The nature of the products and services: In each
  country we provide similar types of contract drilling services whereby we
  provide drilling rigs, equipment, personnel and camps on a contract basis.
  These services are provided so that our customers may explore for and develop
  oil and gas from onshore areas.

  b)

  The nature of the production processes: Drilling
  rigs consists of engines, drawworks, a mast, pumps, blowout preventors, drill
  string and related equipment. While the process and equipment are generally
  the same, the intended well depth and drilling site condition are the
  principal factors that determine the size of the rig most suitable for a
  particular drilling job. Land rigs may be moved from location to location
  without modification to the rig.

  c)

  The type of class of customer: Our international
  customers include major international oil companies and large U.S. and
  international independent oil companies. All of the Company’s international
  customers approach their relationships with drilling contractors in similar
  fashion. Drilling contracts are obtained through competitive bidding or as a
  result of negotiations with customers.

  d)

  The methods used to distribute our services: The
  method of distribution is similar among countries. We provide contract
  drilling services in the locations required by our customer contracts.

  e)

  If applicable, the nature of the regulatory
  environment, for example, banking, insurance, or public utilities: Certain
  aspects of our business are subject to government regulations, including
  those related to drilling practices, taxation and environmental regulations.
  We consider the regulatory environment to be similar among our international
  locations. Additionally, we believe that our international operations are
  subject to certain political, economic and other uncertainties that while not
  encountered in the United States, are similar among our international
  locations which are located primarily in South America.

While we believe that our international operations in total comprise an
operating segment under paragraph 10 of SFAS
No. 131, we conclude that we also meet the aggregation criteria
outlined in paragraph 17 of Statement No. 131.

***

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The Company acknowledges that:

·                  the Company is responsible for the adequacy
and accuracy of the disclosure in the filing;

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

·                  the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, the Company
understands the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporation Finance in our review of
your filing or in response to our comments on your filing.

***

If you require any
additional information on these issues, or if we can provide you with any other
information which will facilitate your continued review of the Company’s Forms
10-K and 10-Q, please advise us at your earliest convenience. You
may reach the undersigned at 918-742-5531.

Sincerely,

Douglas E. Fears

Vice President & Chief Financial Officer

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APPENDIX
A

[CONFIDENTIAL INFORMATION HAS
BEEN OMITTED             HP-58

AND FURNISHED SEPARATELY TO THE
SECURITIES

AND EXCHANGE COMMISSION]