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CORRESP
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[Helmerich & Payne,
Inc. Letterhead]

Via Edgar

March 22, 2007

Ms. April Sifford

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,
  2006

  Filed December 13, 2006

  File No. 1-4221

Dear Ms. Sifford:

This letter sets
forth the responses from Helmerich & Payne, Inc. (the “Company”) with
respect to the staff’s comment letter dated March 7, 2007 on the Company’s Form
10-K for the year ended September 30, 2006.
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.

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.

***

Securities and
Exchange Commission

March 22, 2007

Form 10-K for the Fiscal
Year Ended September 30, 2006

Comment

  Business, page 1

1.               Please disclose the
dollar amount of firm backlog orders as of a recent date and a comparable date
in the preceding fiscal year, with an indication of the portion not reasonably
expected to be filled in the current fiscal year, or tell us why this
information is not material to a reader’s understanding of your business.  Refer to Item 101(c)(1)(vii) of Regulation
S-K for additional guidance.

Response

We propose to include disclosures related to backlog in our periodic
filings on a prospective basis similar to the following which would have been
applicable for 2006:

The Company’s
contract drilling backlog, consisting of both executed contracts with original
terms in excess of one year and binding letters of intent for contracts of
similar duration, as of October 31, 2006 and 2005 was $2.116 billion and $1.369
billion, respectively.  The increase in
the Company’s backlog from 2005 to 2006 is primarily due to the execution of
additional term-contracts for the operation of new FlexRigs.  Approximately 75 percent of the 2006 backlog
is not reasonably expected to be filled in fiscal 2007.  Term contracts customarily provide for
termination at the election of the customer with an “early termination payment”
to be paid to the Company if a contract is terminated prior to the expiration
of the fixed term.  However, under
certain limited circumstances, such as destruction of a drilling rig,
bankruptcy, sustained unacceptable performance by the Company, or later
delivery of a rig beyond certain grace and/or liquidated damage periods, no
early termination payment would be paid to the Company.  Accordingly, the actual amount of revenue
earned may vary from the backlog reported.
In addition, a significant amount of the backlog represents term
contracts for new rigs that will be constructed in the future.  The Company’s principal fabricator of rigs is
located on the Texas Gulf Coast and its facilities are exposed to potentially
greater hurricane damage.  See “Operating
and Weather Risks”, “Fixed Term Contract Risk”, “Limited Number of Vendors” and
“Thinly Capitalized Vendors” under Item “1A.
Risk Factors” of the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on December 13, 2006.

The following
table sets forth the total backlog by reportable segment as of October 31, 2005
and 2006, and the percentage of the October 31, 2006 balance not reasonably
expected to be filled in fiscal 2007:

  Reportable

  Total Backlog

  Percentage Not Reasonably

  Segment

  10/31/2005

  10/31/2006

  Expected to be Filled in Fiscal 2007

  (in billions)

  Land

  $

  1.369

  $

  1.949

  75.0

  %

  Offshore

  —

  .078

  96.7

  %

  International

  —

  .089

  45.5

  %

  $

  1.369

  $

  2.116

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Securities and Exchange
Commission

March 22, 2007

Comment

Controls and Procedures,
page 19

2.           We note that your disclosure controls and procedures
are designed to ensure that information required to be disclosed by the Company
in the reports it files or submitted under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.
Please expand to disclose whether your disclosure controls and
procedures were effective in ensuring that
information required to be disclosed by the Company in the reports it files or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules
and forms.  Refer to Exchange Act Rule
13a-15 and Section II.F.4 of Management’s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm for additional guidance.

Response

Our future filings will include the following modification in Item 9A
Controls and Procedures:

·                  The
Company’s disclosure controls and procedures are effective at ensuring that
information required to be disclosed by the Company in the reports it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules
and forms.

Management’s Discussion
& Analysis, page 6

Comment

Results of Operations,
page 7

3.               We note on page 11 that
you had a lower effective tax rate in 2006 primarily as a  result of
adjustments to deferred tax accounts in certain international locations.  Please explain to us in detail the nature of
these adjustments and describe for us how they impacted your financial results.

Response

SFAS 109, “Accounting for Income Taxes”, requires the recognition of a
deferred tax asset or liability for the difference between the book and tax
basis of assets and liabilities.  For
companies with international operations that have a US Dollar functional
currency, SFAS 109 further provides that deferred taxes must be provided for
differences between the foreign currency financial reporting amount and the
foreign currency tax bases of assets and liabilities.  During the fourth quarter of 2006 we
determined that we had been inappropriately providing deferred taxes as it
relates to this aspect of SFAS 109.
Specifically, we determined that previously reported deferred taxes had
been provided based upon functional currency tax bases balance sheets.

 3

Securities and Exchange Commission

March 22, 2007

This error in
methodology, which resulted in a cumulative income adjustment of $12.3 million,
was discovered when calculating the Company’s fiscal 2006 year-end income tax
provision.  The difference was primarily
attributable to the application of the erroneous methodology to temporary
depreciation differences between book and tax.

Once the
difference was identified, the Company evaluated the impact, including any
potential effect on annual trends, and determined that it was not significant
to any period presented in the 2006 Form 10-K and the cumulative difference
that pre-dates amounts presented in the 2006 Form 10-K was not significant to
retained earnings as of September 30, 2003.
Specifically, the cumulative adjustment of $12.3 million recorded in
2006 was approximately 4 percent of net income.
We further considered the impact on net income in 2005 and 2004
(excluding the impairment charge). Had the above referenced provision of SFAS 109
been applied properly in 2005, the impact on net income would have been approximately
3.5 percent of net income.  In 2004
(excluding the impairment charge), the impact on net income would have been approximately
2 percent.  Had this provision of
SFAS 109 been applied appropriately in years prior to 2004, the impact is less
than 1 percent of retained earnings as of September 30, 2003.  Once we determined that the impact was not of
such significance that restatement was required, the cumulative tax adjustment
was recorded and disclosed as a fourth quarter adjustment in the quarterly note
to the financial statements and in the MD&A for the fiscal year ending
September 30, 2006.  The cumulative
adjustment to deferred income tax expense resulted in a lower tax rate in
fiscal 2006.  The tax rate decreased from
37.80 percent to 35.01 percent.

Note 8 Financial
Instruments, page 60

4.               We note that the
estimated fair value of investments in limited partnerships exceeded the cost
of investments.  Please disclose the fair
value of the investments in limited partnerships pursuant to the guidance in
SFAS 107.

Response

At September 30, 2006, the estimated fair market value of the limited
partnerships was $14.5 million.  Our
future filings will include disclosure of the estimated fair value of the
investments for the limited partnerships.

***

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

 4

Securities and Exchange Commission

March 22, 2007

·                  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 provided to the staff of the Division
of Corporation Finance in their review of our filing or in response to their
comments on our 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, please advise us at your earliest convenience.  You may reach the undersigned at
918-742-5531.

Sincerely,

/s/ Douglas E. Fears

Douglas E. Fears

Vice President and Chief Financial Officer

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