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[Helmerich & Payne, Inc.
Letterhead]

Via Edgar

March 30, 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

  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 March 10, 2009 pertaining
to the Company’s Form 10-K for the year ended September 30, 2008,
filed November 26, 2008.  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 in the review process.

***

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

Comment

Legal Proceedings, page 18

1.             Indicate the potential damages and penalties that you
might incur if it were determined that you had violated the Foreign Corrupt
Practices Act.

Response

The potential
damages and penalties the Company might incur if it was determined that it
violated the Foreign Corrupt Practices Act (“FCPA”) include civil penalties of
up to

$10,000 per violation of the anti-bribery provisions and criminal
penalties of up to the greater of $2 million per violation or twice the gross
pecuniary gain resulting from any improper conduct and other sanctions.  A company that knowingly commits a violation
of the accounting provisions can be fined up to $25 million.  It is also possible that governmental
agencies could require that we enter into a criminal plea agreement, deferred
prosecution agreement, or other settlement, which could include monitoring
requirements and potentially other sanctions.
We are now in the preliminary stages of discussions with the Enforcement
Staff of the SEC and with the Department of Justice about an amicable
resolution of this matter.  We cannot, of
course, predict the outcome of those discussions. However, based on the results
of the Company’s investigation, the status of the preliminary discussions with
the Enforcement Staff of the SEC and the Department of Justice, and the
expectations of our external FCPA legal counsel, we believe there is no basis
to predict that the fines and penalties will be material to the Company or its
financial statements.  This is based on
the total nature and amount of the questionable payments that the investigation
uncovered, the fact that the matter was voluntarily disclosed by the Company,
and the Company’s ongoing cooperation with the Department of Justice and the
SEC.

Comment

Item 9A.  Controls and Procedures, page 21

2.             We note your response to our prior comment 1 and your
statement that you “had in place additional compensating controls that would
have functioned to effectively prevent or detect these payments in order to
prevent a material misstatement of your financial statements,” should the
payments have been  more
significant.  Identify and describe for
us these compensating controls.  Explain
for us why these controls would have detected “more significant” amounts.  Indicate the threshold amount that would
trigger your compensating controls to detect and prevent payments of this
type.  Finally, state how you designed
these compensating controls to only prevent or detect material amounts.  We may have further comments.

Response

The Company does not design its controls to “only prevent or detect
material amounts”.  Instead, we design
our internal controls with the following objectives in mind:  1) to provide reasonable assurance
regarding the accuracy and reliability of financial reporting and the
preparation of financial statements for external reporting purposes, within the
context of materiality; 2) to comply with applicable laws; and 3) to provide
timely feedback on the effective and efficient attainment of operational or
strategic goals.  Listed below are the
components of the Company’s suite of internal controls relating to this matter
that we determined to be designed and operating effectively as part of forming
our conclusion that our internal control over financial reporting and our
disclosure controls and procedures were effective as of September 30,
2008:

I.   Activity-Level Controls –
These controls are designed to relate to the Company’s individual business
locations and/or business processes.
They focus in on either individual transactions, accounts, operating
units or processes, all of which are detailed by nature.

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·                  Formal invoice approval limits –
Invoices are approved by appropriate personnel based on approval authority
thresholds prior to payment of third party invoice amounts. Occurs at the
country or local operating level as a preventive control.

·                  Restrictive disbursement procedures –
All bank account transactions are restricted to those personnel designated as
authorized signatories. Occurs at the country or local operating level as a
preventive control.

·                  Monthly profit and loss analysis –
Performed by account for each operating unit (rig) and other operating
expenses, including identification and investigation of amounts which vary from
anticipated results. This detective control is performed monthly. Occurs at the
country or local operating level and at the corporate level.

·                  Account reconciliation, analysis and
review of all significant balance sheet accounts – A monthly detective
control.  Occurs at the country or local
operating level and at the corporate level.

·                  Review of individual in-country cash
activity – A monthly detective control.
Occurs at the country or local operating level and at the corporate
level.

II. Entity-Level Controls – The Company has various control environment
controls that have an indirect but important effect on the likelihood that a
misstatement will be prevented or detected on a timely basis.

·                  Training and education specific to
FCPA – Occurs at both local and corporate level. Training and education occurs
at least annually.

·                  FCPA certification – Key personnel at
the local and corporate level annually certify awareness of and compliance with
our FCPA policy.

·                  Confidential ethics hotline – The
Company maintains, monitors, and appropriately investigates and/or responds to
complaints that are received via the hotline. The complaints may be submitted
on an anonymous basis.

·                  Whistle-blower policy – Entity-wide
with the applicable activity performed as needed, with Audit Committee
oversight.

·                  Internal Audit – As part of its
standard audit program in the various countries and locations, expenditures
greater than ten thousand dollars are sample tested.

With respect to the ongoing FCPA matter, the Company’s internal
controls detected the improper payments made in connection with the passage of
materials through customs in Latin America, and the Company believes that these
controls, individually and in

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combination, would have
functioned to effectively prevent and/or detect the improper payments if the
amounts, individually and in the aggregate, had been more significant.

***

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,
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

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