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[Helmerich & Payne, Inc.
Letterhead]

Via Edgar

March 2, 2009

Mr. H. Roger Schwall

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 the Fiscal Year Ended September 30, 2008

  Filed November 26, 2008

  Schedule 14A

  Filed January 26, 2009

  File No. 1-04221

Dear Mr. Schwall:

This letter
sets forth the responses from Helmerich & Payne, Inc. (the “Company”)
with respect to the staff’s comment letter dated January 30, 2009
pertaining to the Company’s Form 10-K for the year ended September 30,
2008, filed November 26, 2008, as well as the Company’s Schedule 14A filed
on January 26, 2009.  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 2, 2009

Form 10-K for the Fiscal Year Ended September 30, 2008

Comment

Item 9A.  Controls and
Procedures, page 21

1.             We note your disclosure on page 18 regarding
certain past payments by one of the Company’s subsidiaries in connection with
the passage of materials through customs in Latin America.  Given these payments, please explain how
management was able to conclude that your internal control over financial
reporting and your disclosure controls and procedures were effective as of the
end of your fiscal year.  We may have
further comments.

Response

As noted on page 21
of the Form 10-K for the fiscal year ended September 30, 2008 filed
on November 26, 2008, Management of the Company is responsible for
establishing and maintaining adequate internal control over financial
reporting. Our internal control system was designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.

All internal
control over financial reporting, no matter how well designed, has inherent
limitations, including the possibility of human error and the circumvention or
overriding of such controls.  Therefore,
even effective internal control over financial reporting can provide only
reasonable, but not absolute, assurance with respect to financial statement
preparation and presentation.

The improper
payments in connection with the passage of materials through customs in Latin
America were made in amounts, individually and in the aggregate, that were deemed
not to be material to either the Company’s annual or interim financial
statements. The total of these payments was .04% of fiscal year 2008 pre-tax
earnings and .13% of fiscal year 2008 fourth quarter pre-tax earnings.

Our internal
review of these payments did assess possible implications to our internal
control over financial reporting and disclosure controls and procedures.  This assessment did not yield a conclusion
that the control deficiency would result in a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements
would not be detected on a timely basis.
Our assessment process included consideration of the guidance provided
by the PCAOB in paragraphs 62-70 of Auditing Standard No. 5
– An Audit of Internal Control over Financial Reporting That Is Integrated with
an Audit of Financial Statements.
In actuality, the payments were discovered as a result of internal
controls the Company had designed and were assessed by management to be
functioning effectively as of the end of fiscal year 2008.  Additionally, we disclosed this matter in our

2

Securities and Exchange Commission

March 2, 2009

Form 10-K
in the same period our internal controls discovered the payments.  Furthermore, the Company had in place
additional compensating controls, whereby if the amounts had been more
significant, these controls would have functioned to effectively prevent or
detect these payments in order to prevent a material misstatement of our
financial statements. Accordingly, the Company concluded that its internal
control over financial reporting and disclosure controls and procedures were
effective at September 30, 2008.

Comment

Certifications,
exhibits 31.1 and 31.2

2.             Please confirm to us in writing that in future filings,
you will revise your certifications to match the exact form set forth in
Item 601(b)(31) of Regulation S-K.  We
note, in both certifications, you referred to yourself as “the Company” instead
of as “the registrant.”

Response

Our future
filings will include the exact language, as set forth in Item 601(b)(31) of
Regulation S-K.  In future filings we
will revise our certifications to use the word “registrant” instead of the word
“Company”.

Schedule 14A filed January 26, 2009

Comment

General

3.             Please confirm in writing that you will comply with the
following comments relating to your definitive proxy in all future filings, and
provide us with an example of the disclosure you intend to use in each case.  After our review of your responses, we may
raise additional comments.

Response

In all future filings relating
to our definitive proxy, we will comply with the comments noted in items 4 and
5 of the staff’s comment letter dated January 30, 2009.

We have attached as Exhibit “A”
an example of the disclosure addressing these comments that we intend to
include in the Compensation Discussion and Analysis, which will be contained in
our definitive proxy in future filings.

3

Securities and Exchange Commission

March 2, 2009

2008 Executive Compensation Components, page 15

Bonus, Page 15

Comment

4.             Please clarify whether or not the bonus award
opportunity percentage ranges provided in the second paragraph under this
heading include the 50% increase or decrease that could occur based on the
determination of the Human Resources Committee that you have achieved certain
operational goals, favorable relative stockholder returns and maintained an
established level of safety.

Response

The bonus
award opportunity percentage ranges do not include the up to 50% bonus
adjustment.

Comment

5.             With regard to such
50% increase or decrease, please explain how the Committee assesses that you
have achieved a satisfactory level of operational success for your dayrates and
utilization.  You state that the
Committee compared your dayrates and utilization to that of your competitors,
but such disclosure does not indicate how such comparison was performed.  If there is a target or threshold that must
be met in order for the Committee to determine that your dayrates and
utilization were “successful” (e.g. simply greater than the average of your
competitors or 10% above that of your competitors), please disclose such
target.  Further, explain how the
Committee determines the percentage amount of the increase or decrease.  If there are threshold, target and reach
targets and specific percentage increases or decreases that correlate, please
disclose.  Provide a similar explanation
for the Committee’s assessment of your stockholder returns relative to those of
your competitors.  Finally, state, if
true, that the competitors that the Committee examines are those in your list
of peer companies.

Response

With the exception of the safety goal, no specific criteria or
objectives are used by the Committee when assessing operational success or
relative stockholder returns.  Whether
the bonus of a named executive officer is increased or decreased by up to 50% is
primarily dependent upon the Committee’s judgment as to the named executive
officer’s success in positively affecting the corporate performance factors
referred to above.

The competitor group against which the Company compares its operational
success and stockholder returns are composed of land drillers, all of which are
included in the Compensation Peer Group.

***

4

Securities and Exchange Commission

March 2, 2009

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.

***

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 Form 10-K and Schedule 14A, please advise us at
your earliest convenience.  You may reach
the undersigned at 918-742-5531.

  Sincerely,

  /s/ Steven R. Mackey

  Steven R. Mackey

  Executive Vice President, Secretary and General Counsel

5

Exhibit “A”

to
Helmerich & Payne, Inc. Response

to January 30,
2009 SEC Comment Letter

Bonus

The Annual Bonus Plan for Executive Officers
(“Bonus Plan”) is a cash incentive plan for calculation of annual non-equity
incentive-based compensation.  These cash
incentive awards are designed to reward short-term performance and achievement
of strategic goals.  Combined salaries
and target bonus levels are intended to generally fall within a range of
approximately the 50th to 60th percentile of the Compensation Peer Group’s
combined salary and annual bonus levels.

Pursuant to the terms of the Bonus Plan, each
executive officer is assigned a threshold, target and reach bonus award
opportunity expressed as a percentage of base salary.  These bonus award opportunities range from
40% to 130% for the CEO and 25% to 100% for the other named executive officers
and do not include the up to 50% bonus adjustment described on page     .  An executive officer’s bonus opportunity is
based upon three weighted corporate performance criteria.  These performance criteria and their
weighting are:  earnings per share (35%);
return on invested capital (35%); and operating earnings before interest,
taxes, depreciation, and amortization (30%).
At the beginning of each fiscal year, the Committee approves the
assignment of a threshold, target, and reach objective for each performance
criterion based upon the operating and capital budget approved by the
Board.  The target objective is
established with an approximate 60 to 70 percent probability of achievement
with threshold objective adjusted 20% below and the reach objective adjusted
30% above the target objective.  Actual
fiscal year financial results are compared to plan objectives in order to determine
the amount of any executive officer bonus.
If actual financial results fall between the threshold and target or the
target and reach objectives, then bonuses are proportionately increased as a
result of the threshold or target objective being exceeded.  Notwithstanding the other provisions of the
Bonus Plan, the Committee has the right to reduce or eliminate any bonus due an
executive officer based upon the Committee’s determination of individual
performance, and the Committee has the discretion to adjust performance
criteria during a fiscal year if, for example, the initially-established
performance criteria are rendered unrealistic in light of circumstances beyond
the control of the Company and its management. However, the Committee neither
reduced executive bonuses due to individual performance or revised performance
criteria for fiscal 2008.

The approved corporate performance criteria
for fiscal 2008 were:

  Threshold

  Target

  Reach

  Earnings Per Share

  $

  2.53

  $

  3.17

  $

  4.11

  Return on Invested Capital

  12.5

  %

  15.6

  %

  20.1

  %

  Operating EBITDA

  $

  624,028,000

  $

  729,504,000

  $

  887,717,000

The bonus, if any, is then subject to being increased or decreased by
up to 50% based on the satisfaction of the approved safety goal and the
Committee’s overall assessment of our dayrates

and utilization (10% weighting) and our stockholder returns relative to
the stockholder returns of our competitors (40% weighting).  However, if the approved safety goal is not
met, then the bonus will not be subject to increase but may be decreased.  The approved safety goal for fiscal 2008 was
that our Occupational Safety and Health Administration rates be at least 25%
below industry averages.  In determining
operational success, the Committee compared our dayrates and utilization to
that of our competitors.  The competitor
group against which the Company compares its operational success and
shareholder returns are composed of land drillers, all of which are included in
the Compensation Peer Group.

With the exception of the safety goal, no specific criteria or
objectives are used by the Committee when assessing operational success or
relative stockholder returns.  Whether
the bonus of a named executive officer is increased or decreased by up to 50%
is primarily dependent upon the Committee’s judgment as to the named executive
officer’s success in positively affecting the corporate performance factors
referred to above.

Within this framework, the Committee
determined that the target objective for Earnings Per Share and Return On
Invested Capital and the reach objective for operating EBITDA had been exceeded
in fiscal 2008, and that the annual bonus for all named executive officers be
increased by 50% due to our operational success, the satisfaction of the safety
goal, and the achievement of favorable relative stockholder returns.

The fiscal 2008 bonuses for named executive
officers are shown in both the “Bonus” and “Non-Equity Incentive Plan
Compensation” columns in the Summary Compensation Table on page     .