SecProbe.io

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 Helmerich & Payne, Inc.

 222 North Detroit Avenue

 Tulsa, Oklahoma 74120

 (918) 742-5531

 May 23, 2025

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Helmerich & Payne, Inc.
Registration Statement on Form S-4 (File No. 333-287331)

 Ladies and Gentlemen,

 This letter is sent on behalf of Helmerich &
Payne, Inc., a Delaware corporation (the " Company "), in connection with the above referenced Registration
Statement on Form S-4 (the " Registration Statement ") filed with the Securities and Exchange Commission
(the " Commission ") pursuant to the Securities Act of 1933, as amended (the " Securities Act "),
relating to the Company's proposed offer to exchange (the " Exchange Offer ") (i) up to $350,000,000
aggregate principal amount of its 4.650% Senior Notes due 2027 (the "New 2027 Notes"), (ii) up to $350,000,000 aggregate
principal amount of its 4.850% Senior Notes due 2029 (the "New 2029 Notes") and (iii) up to $550,000,000 aggregate principal
amount of its 5.500% Senior Notes due 2034 (together with the New 2027 Notes and the New 2029 Notes, the "Exchange Notes")
that have, in each case, been registered under the Securities Act, for (i) up to $350,000,000 aggregate principal amount of its
4.650% Senior Notes due 2027 (the "Old 2027 Notes"), (ii) up to $350,000,000 aggregate principal amount of its 4.850%
Senior Notes due 2029 (the "Old 2029 Notes") and (iii) up to $550,000,000 aggregate principal amount of its 5.500% Senior
Notes due 2034 (together with the Old 2027 Notes and the Old 2029 Notes, the "Initial Notes") that are, in each case, outstanding
and unregistered. The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated
by the staff of the Commission (the " Staff ") in Exxon Capital Holdings Corp. , SEC no-action letter available
May 13, 1988, Morgan Stanley & Co. , SEC no-action letter available June 5, 1991, and Shearman &
Sterling , SEC no-action letter available July 2, 1993 (collectively, the "No-Action Letters"). The Company has not
entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and,
to the best of the Company's information and belief, each person participating in the Exchange Offer will be acquiring the Exchange
Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of
the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange
Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the Exchange
Notes to be received in the Exchange Offer (1) cannot rely on the Staff's position enunciated in the No-Action Letters or similar
letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection
with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

 The Company will include in the transmittal letter
or similar documentation to be executed by an Exchange Offer offeree in order to participate in the Exchange Offer a provision substantially
similar to the following provision:

 If the Exchange Offer offeree is a broker-dealer holding
Initial Notes acquired for its own account as a result of market-making activities or other trading activities, it must acknowledge that
it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes received
in respect of such Initial Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

 The Company will also require that each participant
in the Exchange Offer furnish a representation in the transmittal letter or similar documentation that neither such participant nor, to
the actual knowledge of such participant, any other person receiving Exchange Notes from such participant, has any arrangement or understanding
with any person to participate in the distribution of the Exchange Notes.

 The Company will make each person participating
in the Exchange Offer aware and will make broker-dealers participating in the Exchange Offer aware (through the Exchange Offer prospectus)
that any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the
meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale
of such Exchange Notes.

 Please do not hesitate to contact the undersigned
at (918) 742-5531 with any questions or comments concerning this letter.

 [ Signature page follows ]

 2

 Kind regards,

 /s/ Debra R. Stockton

 Debra R. Stockton

 Vice President and General Counsel

 cc:
 Hillary H. Holmes, Gibson, Dunn & Crutcher LLP

 Harrison C. Tucker, Gibson, Dunn & Crutcher LLP

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 Helmerich & Payne, Inc.

 222 North Detroit Avenue

 Tulsa, Oklahoma 74120

 (918) 742-5531

 VIA EDGAR

 May 23, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549-3561

 Re:
 Helmerich & Payne, Inc.

 Registration Statement on Form S-4 (File No. 333-287331)

 Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced
Registration Statement on Form S-4 (File No. 333-287331) of Helmerich & Payne, Inc. (the "Registration Statement")
so that it may become effective at 4:00 p.m., Eastern Time, on May 28, 2025, or as soon as possible thereafter.

 It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Hillary H. Holmes at Gibson, Dunn & Crutcher LLP, our external counsel,
at (346) 718-6602.

 Sincerely,

 HELMERICH & PAYNE, INC.

 /s/ Debra R. Stockton

 Debra R. Stockton

 Vice President and General Counsel

 cc:
 Hillary H. Holmes, Gibson, Dunn & Crutcher LLP

 Harrison C. Tucker, Gibson, Dunn & Crutcher
LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

John W. Lindsay
President and Chief Executive Officer
Helmerich & Payne, Inc.
222 North Detroit Avenue
Tulsa, Oklahoma 74120

 Re: Helmerich & Payne, Inc.
 Registration Statement on Form S-4
 Filed May 15, 2025
 File No. 333-287331
Dear John W. Lindsay:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Irene Barberena-Meissner at 202-551-6548 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Harrison Tucker, Esq.
</TEXT>
</DOCUMENT>

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Helmerich & Payne, Inc.

1437 South Boulder Avenue, Suite 1400

Tulsa, Oklahoma 74119

(918) 742-5531

VIA EDGAR

May 2, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

  Re:
  Helmerich & Payne, Inc.

  Registration Statement on Form S-4 (File No. 333-262314)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced
Registration Statement on Form S-4 (File No. 333-262314) of Helmerich & Payne, Inc. so that it may become effective
at 2:00 p.m., Eastern Time, on May 4, 2022, or as soon as possible thereafter.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Hillary H. Holmes at Gibson, Dunn & Crutcher LLP, our external counsel,
at (346) 718-6602.

  Sincerely,

  HELMERICH & PAYNE, INC.

  /s/ Debra R. Stockton

  Debra R. Stockton

  Vice President and General Counsel

  cc:
  Hillary H. Holmes, Gibson, Dunn & Crutcher LLP

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Helmerich & Payne, Inc.

1437 South Boulder Avenue, Suite 1400

Tulsa, Oklahoma 74119

(918) 742-5531

VIA EDGAR

April 27, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

  Re:
  Helmerich & Payne, Inc.

  Registration Statement on Form S-4 (File No. 333-262314)

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced
Registration Statement on Form S-4 (File No. 333-262314) of Helmerich & Payne, Inc. so that it may become effective
at 4:05 p.m., Eastern Time, on April 29 2022, or as soon as possible thereafter.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Hillary H. Holmes at Gibson, Dunn & Crutcher LLP, our external counsel,
at (346) 718-6602.

  Sincerely,

  HELMERICH & PAYNE, INC.

  /s/ Debra R. Stockton

  Debra R. Stockton

  Vice President and General Counsel

  cc:
  Hillary H. Holmes, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
March 24, 2022
Mark Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, Oklahoma 74119
Re:Helmerich & Payne, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2021
Filed November 18, 2021
File No. 001-04221
Dear Mr. Smith:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Document

March 15, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Steve Lo and Mr. Craig Arakawa

    Re:    Helmerich & Payne, Inc.

                   Form 10-K for the Fiscal Year Ended September 30, 2021

                   Filed November 18, 2021

                   File No. 001-04221

Dear Mr. Lo and Mr. Arakawa:

On behalf of Helmerich & Payne, Inc. (“H&P” or the “Company”), we are providing the following response to the comment on the above-referenced report provided by staff members (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated March 2, 2022, issued in response to the Company’s letter dated February 18, 2022 in response to the Staff’s initial comment letter dated January 31, 2022.  To assist in your review, we have included the heading and comment from that letter in italics followed by the Company’s response in regular typeface.

Form 10-K for the Fiscal Year Ended September 30, 2021

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the Fiscal Years Ended September 30, 2021 and 2020, page 44

1.Your response to prior comment 1 states that you believe that your segment gross margin is calculated in accordance with GAAP. However, we note that you equate your direct operating expenses to cost of goods sold and that it does not include an allocation of depreciation expense. Given that the majority of your depreciable assets is comprised of drilling equipment used to generate revenues from your drilling services, please explain how the exclusion of depreciation expense from segment gross margin renders the measure compliant with its GAAP definition. Alternatively, please label segment gross margin as a non-GAAP measure and provide the required disclosures that comply with Item 10(e) of Regulation S-K.

Response:

We acknowledge the Staff’s comment and respectfully advise the Staff that, in future filings, the Company will more clearly label segment gross margin as a non-GAAP measure by labeling the metric “Direct Margin (Non-GAAP).” Further, in response to the Staff’s comment, the Company will also (i) include a reconciliation of Direct Margin to segment operating income (loss), which we believe is the most directly comparable GAAP measure (as discussed below), for each of the Company’s reportable segments, (ii) provide the explanatory statements required by Item 10(e)(i) of Regulation S-K, (iii) present segment operating income (loss) with equal or greater prominence when presenting Direct Margin and (iv) revise the associated narrative in “Management’s Discussion and Analysis of Financial

Helmerich & Payne, Inc.  | 1437 South Boulder Avenue | Tulsa, OK 74119 | hpinc.com

Condition and Results of Operations” to remove the discussions relating to segment gross margin and replace them with discussions of segment operating revenues and segment direct operating expenses.

In determining that segment operating income (loss) is the most directly comparable GAAP measure to Direct Margin, we considered that segment operating income (loss) is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources within the Company’s segments.  The Company’s management uses Direct Margin as a supplemental measure to further assess and understand the performance of the Company’s segments.  Given that the Company’s management uses Direct Margin to supplement segment operating income (loss) to evaluate operating performance, we believe that segment operating income (loss) is the most directly comparable GAAP measure and the appropriate measure to which a reconciliation should be provided.  Additionally, we believe it is useful for investors to understand how Direct Margin reconciles to segment operating income (loss), the measure of segment profit or loss under Accounting Standards Codification 280.  Further, while we did consider whether gross margin calculated in accordance with GAAP (“GAAP gross margin”) should be considered the most directly comparable GAAP measure, we took into account that the Company’s management does not use GAAP gross margin to assess and understand the performance of the Company’s segments and that GAAP gross margin is not presented in the Company’s financial statements, filings with the SEC or other public disclosures. For the above reasons, we believe that our determination that segment operating income (loss) is the most directly comparable GAAP measure to Direct Margin is appropriate.

*    *    *

Should you have any further questions on the above, please do not hesitate to contact me at (918) 588-2622.

Sincerely,

/s/ Mark Smith

Mark W. Smith

Senior Vice President and Chief Financial Officer

cc:    Cara M. Hair, Senior Vice President, Corporate Services and Chief Legal and Compliance Officer

          Hillary Holmes, Gibson, Dunn & Crutcher LLP

          Lori Zyskowski, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
March 2, 2022
Mark Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, Oklahoma 74119
Re:Helmerich & Payne, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2021
Filed November 18, 2021
Response Dated February 18, 2022
File No. 001-04221
Dear Mr. Smith:
            We have reviewed your February 18, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 31, 2022 letter.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Fiscal Years Ended September 30, 2021 and 2020, page 44
1.Your response to prior comment 1 states that you believe that your segment gross margin
is calculated in accordance with GAAP.  However, we note that you equate your direct
operating expenses to cost of goods sold and that it does not include an allocation
of depreciation expense.  Given that the majority of your depreciable assets is comprised
of drilling equipment used to generate revenues from your drilling services, please explain
how the exclusion of depreciation expense from segment gross margin renders the
measure compliant with its GAAP definition.  Alternatively, please label segment gross
margin as a non-GAAP measure and provide the required disclosures that comply with

 FirstName LastNameMark Smith
 Comapany NameHelmerich & Payne, Inc.
 March 2, 2022 Page 2
 FirstName LastName
Mark Smith
Helmerich & Payne, Inc.
March 2, 2022
Page 2
Item 10(e) of Regulation S-K.
            You may contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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response21822final

      Helmerich & Payne, Inc.  | 1437 South Boulder Avenue | Tulsa, OK 74119 | hpinc.com      February 18, 2022    VIA EDGAR    U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Energy & Transportation  100 F Street, N.E.  Washington, D.C. 20549  Attention: Mr. Steve Lo and Mr. Craig Arakawa     Re: Helmerich & Payne, Inc.    Form 10-K for the Fiscal Year Ended September 30, 2021    Filed November 18, 2021    Form 8-K Filed November 17, 2021    File No. 001-04221      Dear Mr. Lo and Mr. Arakawa:  On behalf of Helmerich & Payne, Inc. (“H&P” or the “Company”), we are providing the  following response to the comments on the above-referenced reports provided by staff members (the  “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) by letter dated January 31, 2022.   To assist in your review, we have included the heading and comment from that letter in italics followed  by the Company’s response in regular typeface.  Form 10-K for the Fiscal Year Ended September 30, 2021  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations  Results of Operations for the Fiscal Years Ended September 30, 2021 and 2020, page 44  1. We note you present and discuss segment gross margin for each of your reportable segments in  addition to segment operating income (loss) in both your Form 10-K and in the press release  included in your Form 8-K filed on November 17, 2021. Please revise to label segment gross margin  as a non-GAAP financial measure and provide the required disclosures pursuant to Item 10(e) of  Regulation S-K or tell us why you believe segment gross margin is not a non-GAAP financial  measure.  Response:    We acknowledge the Staff’s comment and respectfully advise the Staff that we believe that segment  gross margin is calculated in accordance with GAAP.  According to the FASB Codification Master  Glossary (“FASB Glossary”), GAAP gross margin is defined as “the excess of sales over the cost of  goods sold” and “gross margin does not consider all operating expenses.” As presented, H&P’s segment  gross margin represents the amount of sales (‘Operating revenues’) in excess of cost of goods sold

      (‘Direct operating expenses’), and does not include other operating expenses such as ‘Depreciation and  amortization’ expense, ‘Research and development’ expense, and ‘Selling, general and administrative  expense’, which are all components of segment income/loss.  Consequently, the Company believes that  segment gross margin is calculated in accordance with GAAP.  In future filings, we will delete the  footnote references that suggest that segment gross margin and operating income/loss have limitations  and should not be used as alternatives to revenues, expenses or operating income/loss.  2. We note you disclose “average active rigs” for each of your reportable segments. We also note you  provide “average active rigs per day” for each of your reportable segments on page 8. Please  clearly define these two metrics and how they are calculated. Refer to SEC Release No. 33-10751.  Response:    We respectfully advise the Staff that in future filings the Company will include the following  information regarding the metrics “average active rigs” and “average active rigs per day” consistent with  SEC Release No. 33-10751:    “Active rigs generate revenue for the Company; accordingly, ‘average active rigs’ represents the average  number of rigs generating revenue during the applicable time period. This metric is calculated by  dividing revenue days by total days in the applicable period (i.e. 365 days). Operating metrics, including  ‘average active rigs’ are provided to allow investors to analyze the various components of segment  financial results in terms of activity, utilization and other key results.  Management uses these metrics to  analyze historical segment financial results and as the key inputs for forecasting and budgeting segment  financial results.”     ‘Average active rigs’ and ‘average active rigs per day’ is the same metric. To ensure this is clear, all  references to this metric will be updated to ‘average active rigs.’     Liquidity and Capital Resources  Operating Activities, page 49  3. We note you present “operating net working capital” in discussing your cash flows from operating  activities. Please identify operating net working capital as a non-GAAP financial measure and  provide the required disclosures pursuant to Item 10(e) of Regulation S-K. To the extent you do not  believe this is a non-GAAP measure, please explain.  Response:    We respectfully advise the Staff that, in future filings, the Company will more clearly label operating net  working capital as a non-GAAP measure by labeling the metric “Operating Net Working Capital (Non- GAAP).” The Company will also include a reconciliation of operating net working capital  to current  assets and current liabilities presented on the Consolidated Balance Sheets (calculated in accordance  with GAAP) and disclosure substantially similar to the following: “For the purpose of understanding the  impact on our cash flows from operating activities, operating net working capital is calculated as current  assets, excluding cash and cash equivalents, short-term investments, and assets held-for-sale, less current  liabilities, excluding dividends payable and the current portion of long-term debt. This metric is  considered a non-GAAP measure of the Company’s liquidity. The Company considers net working  capital to be a supplemental measure for presenting and analyzing trends in our cash flows from

      operations over time. Likewise, the Company believes that net working capital is useful to investors  because it provides a means to evaluate the operating performance of the business using criteria that are  used by our internal decision makers.”    Form 8-K Filed November 17, 2021  Exhibit 99.1  Select Items, page 13  4. We note you disclose adjusted net loss for the three months ended September 30, 2021, the three  months ended June 30, 2021 and the year ended September 30, 2021. Please label adjusted net loss  as a non-GAAP financial measure and provide disclosures to comply with Item 10(e)(1)(i) of  Regulation S-K or tell us why you believe it does not represent a non-GAAP financial measure.  Response:    We acknowledge the Staff’s comment and advise the Staff that under the heading “Select Items” on  page 13 of the earnings release, we include non-GAAP reconciliations for adjusted net loss for the three  months ended June 30, 2021 and for the year ended September 30, 2021. In future filings, the Company  will more clearly label adjusted net loss as a non-GAAP financial measure by labeling the metric  “Adjusted net loss (Non-GAAP)” and we will revise the label of the section to “Non-GAAP  Reconciliation of Select Items” to further highlight that the adjustments in “Select Items” and the metric  “Adjusted net loss” are presented on a non-GAAP basis.   In addition, we believe that footnote 2 on page 5 and the footnote on page 13 of Exhibit 99.1 to the Form  8-K filed on November 17, 2021 both provide information on why management believes adjustments to  GAAP net loss are useful and how management uses the measure in assessing operational performance.  To further clarify that adjusted net loss is a non-GAAP metric, in addition to the clarifying label  described above, the Company will change the footnote disclosure in future earnings press releases to  read, “‘Select Items’ and ‘Adjusted net loss’ are non-GAAP measures. The Company believes  identifying and excluding select items is useful in assessing and understanding current operational  performance, especially in making comparisons over time involving previous and subsequent periods  and/or forecasting future period results. Select items are excluded as they are deemed to be outside of  the Company's core business operations.”   We believe that this disclosure is consistent with the requirements of Item 10(e)(1)(i) of Regulation S-K,  because it provides the reason why management believes the non-GAAP measure is useful as well as the  purposes for which management uses this information. Further, we believe there are no equal or greater  prominence concerns implicated in the current disclosures, since each reference to adjusted net loss is  preceded by a reference to GAAP net loss.   * * *

      Should you have any further questions on the above, please do not hesitate to contact me at (918) 588- 2622.   Sincerely,    /s/ Mark Smith    Mark W. Smith  Senior Vice President and Chief Financial Officer      cc: Cara M. Hair, Senior Vice President, Corporate Services and Chief Legal and Compliance Officer   Hillary Holmes, Gibson, Dunn & Crutcher LLP   Lori Zyskowski, Gibson, Dunn & Crutcher LLP

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seclettertorequestextens

          Hillary H. Holmes  Direct: +1 346.718.6602  Fax: +1 346.718.6902  HHolmes@gibsondunn.com      February 16, 2022  VIA EDGAR  U.S. Securities and Exchange Commission  Division of Corporation Finance  Office of Energy & Transportation  100 F Street, N.E.  Washington, D.C. 20549  Attention: Mr. Steve Lo and Mr. Craig Arakawa     Re: Helmerich & Payne, Inc.    Form 10-K for the Fiscal Year Ended September 30, 2021    Filed November 18, 2021    Form 8-K Filed November 17, 2021    File No. 001-04221  Dear Mr. Lo and Mr. Arakawa:  Helmerich & Payne, Inc. (the “Company”) is in receipt of the comment letter dated January  31, 2022 from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities  and Exchange Commission regarding the above-referenced filings.      On behalf of the Company, pursuant to our request by phone call to Steve Lo for an  extension of time to respond, we hereby confirm that the Company will respond to your  comment letter on or before February 22, 2022.    If you have any questions, please contact me at (346) 718-6602.  Sincerely,  /s/ Hillary H. Holmes    Hillary H. Holmes    cc:   Mark W. Smith, Senior Vice President and Chief Financial Officer    Cara M. Hair, Senior Vice President, Corporate Services and Chief Legal and  Compliance Officer    Lori Zyskowski, Gibson, Dunn & Crutcher LLP

United States securities and exchange commission logo
February 1, 2022
John Lindsay
President and Chief Executive Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue
Suite 1400
Tulsa, OK 74119
Re:Helmerich & Payne, Inc.
Registration Statement on Form S-4
Filed January 24, 2022
File No. 333-262314
Dear Mr. Lindsay:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement On Form S-4 Filed on January 24, 2022
General
1.Please be advised that we will not be in a position to accelerate the effectiveness of your
registration statement until all comments relating to your Form 10-K for the fiscal year
ended December 31, 2021 have been resolved.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJohn Lindsay
 Comapany NameHelmerich & Payne, Inc.
 February 1, 2022 Page 2
 FirstName LastName
John Lindsay
Helmerich & Payne, Inc.
February 1, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Arthur Tornabene-Zalas at (202) 551-3162 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Hillary Holmes

United States securities and exchange commission logo
January 31, 2022
Mark Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, Oklahoma 74119
Re:Helmerich & Payne, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2021
Filed November 18, 2021
Form 8-K Filed November 17, 2021
File No. 001-04221
Dear Mr. Smith:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Fiscal Years Ended September 30, 2021 and 2020, page 44
1.We note you present and discuss segment gross margin for each of your reportable
segments in addition to segment operating income (loss) in both your Form 10-K and in
the press release included in your Form 8-K filed on November 17, 2021.  Please revise to
label segment gross margin as a non-GAAP financial measure and provide the required
disclosures pursuant to Item 10(e) of Regulation S-K or tell us why you believe segment
gross margin is not a non-GAAP financial measure.

 FirstName LastNameMark Smith
 Comapany NameHelmerich & Payne, Inc.
 January 31, 2022 Page 2
 FirstName LastName
Mark Smith
Helmerich & Payne, Inc.
January 31, 2022
Page 2
2.We note you disclose “average active rigs” for each of your reportable segments.  We also
note you provide “average active rigs per day” for each of your reportable segments on
page 8.  Please clearly define these two metrics and how they are calculated.  Refer to
SEC Release No. 33-10751.
Liquidity and Capital Resources
Operating Activities, page 49
3.We note you present "operating net working capital" in discussing your cash flows from
operating activities.  Please identify operating net working capital as a non-GAAP
financial measure and provide the required disclosures pursuant to Item 10(e) of
Regulation S-K.  To the extent you do not believe this is a non-GAAP measure, please
explain.
Form 8-K Filed November 17, 2021
Exhibit 99.1
Select Items, page 13
4.We note you disclose adjusted net loss for the three months ended September 30, 2021,
the three months ended June 30, 2021 and the year ended September 30, 2021.  Please
label adjusted net loss as a non-GAAP financial measure and provide disclosures to
comply with Item 10(e)(1)(i) of Regulation S-K or tell us why you believe it does not
represent a non-GAAP financial measure.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Steve Lo at 202-551-3394 or Craig Arakawa at 202-551-3650 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
April 1, 2021
Mark W. Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa , Oklahoma 74119
Re:Helmerich & Payne, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed November 20, 2020
File No. 001-04221
Dear Mr. Smith:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Will Gault

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VIA EDGAR

March 17, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street N.E.

Washington, D.C. 20549

Attention: Loan Lauren Nguyen and Kevin Dougherty

RE: Helmerich
                                         & Payne, Inc.

  Form 10-K for the Fiscal Year Ended September 30,
2020

  Filed November 20, 2020

  File No. 001-04221

Ladies and Gentlemen:

Helmerich & Payne, Inc., a Delaware company (the “Company”),
hereby responds to the comment (the “Comment”) of the staff (the “Staff”) set forth in the Staff’s
letter dated March 4, 2021 (the “Comment Letter”) in relation to the above-referenced Form 10-K. Set forth below in
this letter is the Company’s response to the Comment raised in the Comment Letter. For the convenience of the Staff, the
Company has restated in this letter the Comment.

Form 10-K for Fiscal Year Ended September 30, 2020

General

 1. We note that your forum selection provision in your amended and restated bylaws identifies the Court of Chancery of the
State of Delaware as the exclusive forum for certain litigation, including any “derivative action;” provided, however,
that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or
proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the
State of Delaware. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.
If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies
to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. In addition, please provide corresponding risk factor disclosure regarding the impact of your exclusive forum provision
on stockholders, including that they may be subject to increased costs to bring a claim and that the provision could discourage
claims or limit their ability to bring a claim in a judicial forum that they find favorable. Further, if this provision does not
apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform stockholders in future filings
that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Helmerich & Payne, Inc. | 1437 S. Boulder Avenue | Suite 1400

Tulsa, Oklahoma 74119
| 918.742.5531 | hpinc.com

Response:

We acknowledge the Staff’s Comment and respectfully advise
the Staff that the Company’s exclusive forum provision is not intended to apply to actions arising under either the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). In addition, further to discussions between the Staff and Company’s counsel, we respectfully advise the Staff
that the Company will inform stockholders of the effects of our exclusive forum provision in future filings of the Company’s
Annual Report on Form 10-K by adding a description of the exclusive forum provision to the “Description of Securities Registered
Pursuant to Section 12 of the Securities Exchange Act of 1934” exhibit, including that this provision is not intended to
apply to actions arising under either the Securities Act or the Exchange Act.

Please contact the undersigned at (918) 588-2622 should you
require further information or have any questions.

    Very
    truly yours,

    /s/
    Mark W. Smith

    Mark
    W. Smith

    Senior
    Vice President and Chief Financial Officer

    Helmerich
    & Payne, Inc.

cc:
Pankaj Sinha

Ryan Adams

Skadden, Arps, Slate, Meagher & Flom, LLP

United States securities and exchange commission logo
March 4, 2021
Mark W. Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa , Oklahoma 74119
Re:Helmerich & Payne, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed November 20, 2020
File No. 001-04221
Dear Mr. Smith:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2020
General
1.We note that your forum selection provision in your amended and restated by-
laws identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any “derivative action;” provided, however, that, in the
event that the Court of Chancery of the State of Delaware lacks subject matter
jurisdiction over any such action or proceeding, the sole and exclusive forum for
such action or proceeding shall be another state or federal court located within the State of
Delaware. Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. If so, please also state that there is uncertainty as to
whether a court would enforce such provision. If the provision applies to Securities Act
claims, please also state that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. In that regard, we note that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and state courts over all suits

 FirstName LastNameMark W. Smith
 Comapany NameHelmerich & Payne, Inc.
 March 4, 2021 Page 2
 FirstName LastName
Mark W. Smith
Helmerich & Payne, Inc.
March 4, 2021
Page 2
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  In addition, please provide corresponding risk factor disclosure
regarding the impact of your exclusive forum provision on stockholders, including that
they may be subject to increased costs to bring a claim and that the provision could
discourage claims or limit their ability to bring a claim in a judicial forum that they find
favorable. Further, if this provision does not apply to actions arising under the Securities
Act or Exchange Act, please tell us how you will inform stockholders in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kevin Dougherty, Staff Attorney, at (202) 551-3271, or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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HELMERICH & PAYNE, INC.

HELMERICH & PAYNE INTERNATIONAL DRILLING CO.

1437 South Boulder Avenue, Suite 1400

Tulsa, Oklahoma 74119

February 13, 2019

Via EDGAR transmission

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-3561

Re:                             Helmerich & Payne, Inc.

Registration Statement on Form S-4

Filed January 29, 2019

File No. 333-229398

Ladies and Gentlemen:

In connection with the above referenced Registration Statement (the “Registration Statement”) relating to the registration by Helmerich & Payne, Inc. (the “Issuer”) and Helmerich & Payne International Drilling Co., as the additional guarantor registrant (together with the Issuer, the “Registrants”) under the Securities Act of 1933, as amended (the “Securities Act”), of $487,148,000 aggregate principal amount of the Issuer’s 4.65% Senior Notes due 2025 (the “Exchange Notes”) to be offered by the Issuer in exchange (the “Exchange Offer”) for a like principal amount of the Issuer’s issued and outstanding 4.65% Senior Notes due 2025 and the guarantees of such Exchange Notes, the Registrants hereby confirm and represent as follows:

1.             The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) and similar no-action letters (collectively, the “SEC No-Action Letters”).

2.             The Registrants have not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute those Exchange Notes following completion of the Exchange Offer.  The Registrants are not aware of any person that will participate in the Exchange Offer with a view to distribute the Exchange Notes.

3.             The Registrants will disclose to each person participating in the Exchange Offer that if such participant acquires the Exchange Notes for the purpose of distributing them, such person (a) cannot rely on the Staff’s interpretive position expressed in the SEC No-Action Letters, and (b) must comply with the registration and prospectus delivery requirements of the Securities Act, in order to resell Exchange Notes, and be identified as an underwriter in the prospectus.

4.             The Registrants will include in the letter of transmittal an acknowledgement to be executed by each person participating in the Exchange Offer that such participant does not intend to engage in a distribution of the Exchange Notes. In addition, the Registrants will include in the letter of transmittal an acknowledgement for each person that is a broker-dealer exchanging securities it acquired for its own account as a result of market-making activities or other trading activities that such broker-dealer will satisfy any prospectus delivery requirements in connection with any resale of Exchange Notes received pursuant to the Exchange Offer. The letter of transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Please contact Jeremy L. Moore at (713) 229-1626 of Baker Botts L.L.P. with any questions or comments regarding the foregoing.

Very   truly yours,

HELMERICH & PAYNE, INC.

By:

/s/   Debra R. Stockton

Name:

Debra   R. Stockton

Title:

General   Counsel and Corporate Secretary

HELMERICH & PAYNE INTERNATIONAL DRILLING CO.

By:

/s/   Debra R. Stockton

Name:

Debra   R. Stockton

Title:

Secretary

cc:                                David L. Emmons

Jeremy L. Moore

Baker Botts L.L.P.

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HELMERICH & PAYNE, INC.

HELMERICH & PAYNE INTERNATIONAL DRILLING CO.

1437 South Boulder Avenue, Suite 1400

Tulsa, Oklahoma 74119

February 13, 2019

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7010

Re:                             Request for Acceleration of Effectiveness

Helmerich & Payne, Inc.

Registration Statement on Form S-4

Filed January 29, 2019

File No. 333-229398

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Helmerich & Payne, Inc. and Helmerich & Payne International Drilling Co. hereby request that the effectiveness of the Registration Statement on Form S-4 (File No. 333-229398) (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on February 15, 2019, at 4:00 p.m. Eastern time, or as soon thereafter as practicable.

[Signatures on following page]

Very truly yours,

HELMERICH &   PAYNE, INC.

By:

/s/ Debra R. Stockton

Name: Debra R.   Stockton

Title:   General   Counsel and Corporate Secretary

HELMERICH &   PAYNE INTERNATIONAL DRILLING CO.

By:

/s/ Debra R. Stockton

Name: Debra R.   Stockton

Title:   Secretary

cc:                                David L. Emmons

Jeremy L. Moore

Baker Botts L.L.P.

February 5, 2019
John W. Lindsay
President and Chief Executive Officer
Helmerich & Payne, Inc.
1437 South Boulder Avenue, Suite 1400
Tulsa, OK 74119
Re:Helmerich & Payne, Inc.
Registration Statement on Form S-4
Filed January 29, 2019
File No. 333-229398
Dear Mr. Lindsay:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Karina Dorin, Attorney Advisor, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

Mail Stop 4628
September 19, 2018

Via E -Mail
Mark W. Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave., Suite 1400
Tulsa, Oklahoma 74119

Re: Helmerich  & Payne, Inc.
Form 10-K for Fiscal Year Ended September 30, 2017
Filed November 22, 2017
File No. 001-04221

Dear Mr. Smith :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Brad Skinner for

Ethan Horowitz
 Accounting Branch Chief
Office of Natural Resources

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BY EDGAR

September 5, 2018

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street N.E.

Washington, D.C. 20549

RE:                          Helmerich & Payne, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2017

Filed November 22, 2017

File No. 001-04221

Dear Mr. Horowitz:

Helmerich & Payne, Inc., a Delaware company (the “Company”), hereby responds to the comment (the “Comment”) of the staff (the “Staff”) set forth in the Staff’s letter dated August 24, 2018 (the “Comment Letter”) in relation to the above-referenced Form 10-K. Set forth below in this letter is the Company’s response to the Comment raised in the Comment Letter. For the convenience of the Staff, the Company has restated in this letter the Comment. All references to page numbers correspond to the page numbers in the Company’s above-referenced Form 10-K.

Form 10-K for Fiscal Year Ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

Critical Accounting Policies and Estimates, page 41

Impairment of Long-lived Assets and Finite-lived Intangibles, page 41

1.                                      Based on the information provided in your responses to prior comments 2 and 3, it appears that the estimates and assumptions made in connection with the impairment recoverability test for your Domestic FlexRig 4 asset group may be material due to the levels of subjectivity and judgment associated with the estimates and assumptions, the susceptibility of such matters to change, and the impact of the estimates and assumptions on your financial condition or operating performance. Accordingly, additional disclosure regarding estimates and assumptions, such as those related to rig utilization levels and rig margins, may be necessary to comply with the requirements of Item 303(a)(3)(ii) of Regulation S-K, which requires a description of a known uncertainty. Additional guidance appears in Section V of Release 33-8350, which states that MD&A should address the material implications of uncertainties associated with the methods, assumptions, and estimates underlying critical accounting measurements.

Examples of additional disclosures include:

·                  The carrying value of the assets subject to impairment testing;

·                  A description of the methods and key assumptions used and how the key assumptions were determined;

·                  A discussion of the degree of uncertainty associated with the key assumptions; and,

·                  A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

We acknowledge the Staff’s comment regarding our impairment recoverability testing of our long-lived assets and finite-lived intangibles and are aware both that Item 303(a)(3)(ii) of Regulation S-K (“Item 303”) requires disclosures related to known uncertainties and that Section V of SEC Release 33-8350 (“Release 33-8350”) requires disclosure of the material implications of uncertainties associated with the methods, assumptions and estimates underlying a company’s critical accounting measurements.

In future filings with the Commission, we will include expanded disclosure related to the significant estimates and assumptions utilized in our impairment recoverability testing as necessary to comply with Item 303 and Release 33-8350.

Please contact the undersigned at (918) 588-5190 should you require further information or have any questions.

Very truly yours,

/s/ Mark W. Smith

Mark W. Smith

Chief Financial Officer

Helmerich & Payne, Inc.

cc:                                Pankaj Sinha

Skadden, Arps, Slate, Meagher & Flom, LLP

2

Mail Stop 4628
 August 24 , 2018

Via E -Mail
Mark W. Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave., Suite 1400
Tulsa, Oklahoma 74119

Re: Helmerich &  Payne, Inc.
Form 10-K for Fiscal Year Ended September 30, 2017
 Response Dated July 23 , 2018
File No. 001-04221

Dear Mr. Smith :

We have reviewed  your July 23 , 2018  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respon d.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comme nts are to comments in our June 22 , 2018
letter .

Form 10 -K for Fiscal Year Ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

Critical Accounting Policies and Estimates , page 41
Impairment of Long -lived Assets and Finite -lived Intangibles, page 41

1. Based on the information provided in your responses to prior comments 2 and 3, it appears
that the estimates and assumptions made in connection with the impairment recoverability
test f or your Domestic FlexRig 4 asset group may be material due to the levels of
subjectivity and judgment associated with the estimates and assumptions, the susceptibility
of such matters to change, and the impact of the estimates and assumptions on your
finan cial condition or operating performance.  Accordingly, additional disclosure regarding

Mark W. Smith
Helmerich &  Payne, Inc.
August 24 , 2018
Page 2

 estimates and assumptions, such as those related to rig utilization levels and rig margins,
may be necessary to comply with the requirements of Item 303(a)(3)(ii) of Reg ulation S -K,
which requires a description of a known uncertainty.  Additional guidance appears in
Section V of Release 33 -8350, which states that MD&A should address the material
implications of uncertainties associated with the methods, assumptions, and e stimates
underlying critical accounting measurements.

Examples of additional disclosures include:

 The carrying value of the assets subject to impairment testing;

 A description of the methods and key assumptions used and how the key assumptions
were determined;

 A discussion of the degree of uncertainty associated with the key assumptions; and,

 A description of potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions.

You may contact  Jeannette Wong, Staff Accountant , at (202) 551 -2137  or Kimberly
Calder, Assistant Chief Accountant,  at (202) 551 -3701  with any questions.

Sincerely,

 /s/ Brad Skinner for

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

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BY EDGAR

July 23, 2018

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street N.E.

Washington, D.C. 20549

RE:

Helmerich &   Payne, Inc.

Form 10-K for the   Fiscal Year Ended September 30, 2017

Filed November 22,   2017

File No. 001-04221

Dear Mr. Horowitz:

Helmerich & Payne, Inc., a Delaware company (the “Company”), hereby responds to the comments (the “Comments”) of the staff (the “Staff”) set forth in the Staff’s letter dated June 22, 2018 (the “Comment Letter”) in relation to the above-referenced Form 10-K.  Set forth below in this letter is the Company’s response to the Comments raised in the Comment Letter.  For the convenience of the Staff, the Company has restated in this letter the Comments.  All references to page numbers correspond to the page numbers in the Company’s above-referenced Form 10-K.

Form 10-K for the Fiscal Year Ended September 30, 2017

Consolidated Balance Sheets at September 30, 2017 and 2016, page 50

1. Reconcile the summary of rigs, by asset group, as provided in the supplemental information captioned Exhibit III, to the carrying value of contract drilling equipment for financial reporting purpose.  Explain if your ten asset groups encompass the entire contract drilling equipment population.  In that regard, as of September 30, 2017, the cost of your contract drilling equipment as disclosed in the consolidated balance sheet was $8.2 billion, accumulated depreciation on all property, plant and equipment was $3.9 billion and the net property, plant and equipment was $5.0 billion whereas, the total carrying value in Exhibit III differs.

Enclosed with this letter please find a Memorandum of Response with respect to the requested reconciliation of the carrying value of the ten rig asset groups, at September 30, 2017, as provided in the supplemental information captioned Exhibit III to the Company’s response to the

Comments  of the staff dated April 12, 2018, to the carrying value of contract drilling equipment at September 30, 2017. Pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended (collectively, the “Confidential Treatment Rules”), we are requesting that such supplemental information be returned to us or destroyed upon completion of your review and that, pending its return or destruction, it be withheld from release.  We further request that the Freedom of Information Act officer of the Commission accord such supplemental information (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under the rules of the Commission.

2. You disclose on page 2 of your Form 10-K that “the FlexRig4s are designed to efficiently drill more shallow depth wells of between 4,000 and 18,000 feet.”  Considering the disclosure in your Form 10-K regarding industry trends toward more complex drilling and the accelerated retirement of less capable mechanical rigs, explain in greater detail how the assumptions for the Domestic FlexRig4 asset group were determined with respect to your rig utilization levels and rig margins in the near- and longer-term.  Tell us about objective evidence used in determining your material assumptions and discuss the degree of uncertainty associated with these assumptions.

As disclosed on page 2 of our Form 10-K and as noted in our responses to the previous Comments by the Staff, the Company completed the decommissioning of its remaining mechanical rigs in fiscal year 2011.

The rigs in the FlexRig4 asset group are considered advanced rigs, integrating top drive, AC electric drive, hydraulic Blowout preventer (‘BOP’) handling system, hydraulic tubular make-up and break-out system, split crown and traveling blocks that enables simultaneous crew activities and are designed to efficiently drill more shallow depth wells of between 4,000 and 18,000 feet.

The FlexRig4 design includes a trailerized version and a skidding version, which incorporate additional environmental and safety designs. While the FlexRig4 trailerized version provides for more efficient well site to well site rig moves, the skidding version allows for drilling of up to 22 wells from a single pad which results in reduced environmental impact.

Please refer to the Memorandum discussed above which provides a further response to your comment.

3. Your Form 8-K dated April 26, 2018 includes a statement that as market conditions are tightening for FlexRigs, average dayrates for your rigs in the U.S. Land spot market are expected to accelerate.  Discuss your more recent contract status, rig utilization levels, and rig margins for the Domestic FlexRig4 asset group as of May 31, 2018 and compare to similar metrics as of September 30, 2017.  As part of your response, tell us whether you have conducted additional impairment evaluations, and for which asset group(s), subsequent to September 30, 2017.  Include a description of (i) current events or changes in circumstances, if any, which

2

affected the assumptions used in your last impairment evaluation, and (ii) if additional testing was performed, identify changes to your assumptions made as a result.

Please refer to the Memorandum discussed above which provides a further response to your comment.

4. We note from your Form 8-K dated November 16, 2017 that there is demand for rigs capable of drilling more complex horizontal wells with longer laterals and that you have the capability to upgrade your existing FlexRigs to super-spec capacity.  If the demand for super-spec rigs remains consistent, discuss management’s plans to upgrade the Domestic FlexRig4 asset group and describe the potential impact to your liquidity and capital resources from the capital investment that would be necessary for such upgrades.

Please refer to the Memorandum discussed above which provides a further response to your comment.

Please contact the undersigned at (918) 588-5190 should you require further information or have any questions.

Very truly yours,

/s/ Mark W. Smith

Mark W. Smith

Chief Financial Officer

Helmerich & Payne, Inc.

cc:                                Pankaj Sinha

Skadden, Arps, Slate, Meagher & Flom, LLP

3

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June 29, 2018

VIA EDGAR SUBMISSION

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Helmerich & Payne, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2017
 Filed November 22, 2017
 File No. 001-04221

Dear Mr. Horowitz:

I am writing on behalf of Helmerich & Payne, Inc. (“H&P” or the “Company”).  The Company hereby acknowledges receipt of the letter dated June 22, 2018 (the “Comment Letter”) containing comments from the staff (the “Staff”) of the Securities and Exchange Commission relating to the Form 10-K for the fiscal year ended September 30, 2017 filed by H&P on November 22, 2017.  The Comment Letter requests that the Company respond to the Staff’s comments within ten business days of the date thereof or advise the Staff when the Company will respond.

This correspondence serves as the Company’s request for an extension of time to respond to the Comment Letter so that it can devote appropriate time and resources to consider the Staff’s comments.  The Company has asked me to inform you that it expects to provide a response to the Comment Letter on or before July 23, 2018.

Please contact me at 202-371-7513 if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Andrew J. Brady

Andrew J. Brady

Cc:   Cara Hair

Mail Stop 4628
 June 22 , 2018

Via E -Mail
Mark W. Smith
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave., Suite 1400
Tulsa, Oklahoma 74119

Re: Helmerich &  Payne, Inc.
Form 10-K for Fiscal Year Ended September 30, 2017
 Response Dated May 16 , 2018
File No. 001-04221

Dear Mr. Smith :

We have reviewed  your May 16, 2018  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respon d.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comme nts are to comments in our April 12 ,
2018  letter .

Form 10 -K for Fiscal Year Ended September 30, 2017

Consolidated Balance Sheets at September 30, 2017 and 2016, page 50

1. Reconcile the summary of rigs, by asset group, as provided in the supplemental
information captioned Exhibit III, to the carrying value of contract drilling equipment for
financial reporting purpose.  Explain if your ten asset groups encompass the entire
contract drilling equipment population.  In that regard, as of September 30, 20 17, the cost
of your contract drilling equipment as disclosed in the consolidated balance sheet was
$8.2 billion, accumulated depreciation on all property, plant and equipment was $3.9
billion and the net property, plant and equipment was $5.0 billion wher eas, the total
carrying value in Exhibit III differs.

Mark W. Smith
Helmerich & Payne, Inc.
June 22 , 2018
Page 2

 Notes to Consolidated Financial Statements, page  54

Note 1 – Summary of Significant Accounting Policies, page  54

Valuation of Long -Lived Assets, page  56

2. You disclose on page 2 of your Form 10 -K that “the FlexRig4s are designed to efficiently
drill more shallow depth wells of between 4,000 and 18,000 feet.”   Considering the
disclosure in your Form 10 -K regarding industry trend s toward more complex drilling
and the accelerated retirement of less ca pable mechanical rigs, explain in greater detail
how the assumptions for the Domestic FlexRig4 asset group were determined with
respect to your rig utilization levels and rig margins in the near - and longer -term.  Tell us
about objective evidence used in d etermining your material assumptions and discuss the
degree of uncertainty associated with these assumptions.

3. Your Form 8 -K dated April 26, 2018 includes a statement that as market conditions are
tightening for FlexRigs, average dayrates for your rigs in the U.S. Land spot market are
expected to accelerate.   Discuss your more recent contract status, rig utilization levels ,
and rig margins for the Domestic FlexRig4 asset group as of May 31, 2018 and compare
to similar metrics as of September 30, 2017.  As  part of your response , tell us whether
you have conducted additional impairment evaluations, and for which asset group(s),
subsequent to September 30, 2017.   Include a d escri ption of  (i) current events or changes
in circumstances, if any, which affected the assumptions  used in your last impairment
evaluation , and (ii) if additional testing was performed, identify changes to your
assumptions made as a result.

4. We note from your Form 8 -K dated November 16, 2017 that there is demand for rigs
capable of drilling  more complex horizontal wells with longer laterals  and that you have
the capability to upgrade your existing FlexRigs to super -spec capacity.   If the demand
for super -spec rigs remain s consistent, discuss management’s plans to upgrade  the
Domestic FlexRig 4 asset group and describe the potential impact to your liquidity and
capital resources from the capital investment that would be necessary  for such upgrades.

You may contact Jeannette Wong, Staff Accountant , at (202) 551 -2137  or Kimberly
Calder, Assistant Chief Accountant,  at (202) 551 -3701  with any questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

CORRESP
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BY EDGAR

May 16, 2018

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street N.E.

Washington, D.C. 20549

RE:              Helmerich & Payne, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2017

Filed November 22, 2017

File No. 001-04221

Dear Mr. Horowitz:

Helmerich & Payne, Inc., a Delaware company (the “Company”), hereby responds to the comments (the “Comments”) of the staff (the “Staff”) set forth in the Staff’s letter dated April 12, 2018 (the “Comment Letter”) in relation to the above-referenced Form 10-K. Set forth below in this letter is the Company’s response to the Comments raised in the Comment Letter. For the convenience of the Staff, the Company has restated in this letter the Comments. All references to page numbers correspond to the page numbers in the Company’s above-referenced Form 10-K.

Form 10-K for the Fiscal Year Ended September 30, 2017

Notes to Consolidated Financial Statements, page 54

Note 1 — Summary of Significant Accounting Policies, page 54

Valuation of Long-Lived Assets, page 56

1.              We note from your response to prior comment 1 that you have ten asset groups. Using the rig information in Item 2 — Properties of your Form 10-K, provide us with a summary of your rigs by asset group. Include a description of the characteristics supporting your asset groupings and list their respective geographic locations (e.g., by state and / or country) and contract status. Also, describe your conclusion regarding the interdependency of cash flows to the extent that you have rigs in the same asset group that are located in different countries  or where there are factors that may influence transfer decisions.

Enclosed with this letter please find supplemental information captioned Exhibit I, which contains the information requested regarding our asset groups. Pursuant to Rule 12b-4 under the Securities Exchange Act of 1934, as amended (“Rule 12b-4”), we are providing this supplemental information to the Staff. We further request that the Freedom of Information Act officer of the Commission accord such supplemental information (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 (“Rule 83”).

As can be seen in the characteristics noted, each rig asset group contains rigs that have similar capabilities and market application and are typically interchangeable within the class. Each rig class is uniquely suited to a particular range of well depths and drilling site conditions and has significant asset standardization, such that rigs within the same class may be substituted to satisfy customer drilling requirements. Components of drilling rigs within the same rig class are regularly transferred between rigs. Although there are some minor differences noted within the hook capacity, optimum drilling depth, and drawworks horsepower within certain asset groups, the rigs within each group target the same general markets and earn relatively similar margins.

Four of our five international rig asset groups have rigs located in different countries. Drilling rigs are highly mobile and are regularly transferred between various locations, basins, and countries. However, factors such as distance, transportation costs, and country regulations may influence transfer decisions as well as variances in margin profiles. For example, costs to move U.S. based land rigs between states within the continental U.S. include only nominal trucking and transportation costs, whereas moving rigs between countries is more expensive as it also involves customs, duties, and increased transportation costs because of country regulations and the distance involved. Another important consideration in evaluating international moves of drilling rigs is the economic cost of international maintenance capital because of the way we manage our fleet.

Enclosed with this letter please also find a memorandum (the “Supplemental Memorandum”) which provides further response to your Comment. The Supplemental Memorandum is being submitted pursuant to Rule 12b-4. We further request that the Freedom of Information Act officer of the Commission accord the Supplemental Memorandum (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83.

2.              For each respective asset group, provide us with a summary of your future expectations for rig utilization levels, dayrates, and rig margins along with a comparison of the key elements of your forecast to your historical experience with similar market conditions.

Please refer to the Supplemental Memorandum discussed above and supplemental information captioned Exhibit II, each of which provides a response to your Comment and is submitted pursuant to Rule 12b-4. We further request that the Freedom of Information Act officer of the Commission accord the Supplemental Memorandum and supplemental information  (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83.

2

3.              You indicate in your response to prior comment 1 that Domestic FlexRig4 and International FlexRig4 asset groups were subject to an impairment recoverability test during the fiscal quarter ended September 30, 2017, while the remaining eight asset groups were determined to not have impairment indicators during the period. Explain the changes that occurred during the period and describe differences in circumstances that resulted in the existence of impairment indicators for the Domestic and International FlexRig4 asset groups compared to the other asset groups. See FASB ASC 360-10-35-21.

We regularly review long-lived assets for indicators of impairment in accordance with ASC section 360-10-35-21 and have recognized impairments, as required. Our review for impairment indicators is conducted at least quarterly and whenever events and changes in circumstances occur.

The drilling business is cyclical, driven by customer demand and influenced by trends in crude oil and natural gas commodity prices. We have determined there is a strong historical correlation between commodity prices and drilling rig utilization rates and margins. Due to this correlation, we considered the significant decrease in commodity prices and forward outlook in 2015 to be an impairment indicator for all rig asset groups during fiscal 2015. We subsequently continued to review for and identify, in certain circumstances, impairment indicators during fiscal 2016 and 2017 as the market recovery lagged beyond the market’s original expectations. Therefore, all of our rig asset groups were subject to impairment testing during this cyclical downturn. We recognized impairments of the Domestic Conventional 3000HP and International Conventional 1500-2500HP asset groups during fiscal years 2015 and 2016.  At the beginning of fiscal 2017, spot and near-term forward commodity prices increased. Similarly, demand for our rigs improved.

Enclosed with this letter please find supplemental information captioned Exhibit III which contains a summary, by rig asset group, of the most recent date for which we reviewed for impairment indicators, the date of our most recent impairment recoverability test, and historical impairments recognized, and which is provided pursuant to Rule 12b-4. We further request that the Freedom of Information Act officer of the Commission accord such supplemental information (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83.

In the fourth fiscal quarter of 2017, we assessed whether there were indicators of impairment for our ten rig asset groups. From an overall market perspective, there were no adverse changes in the industry or business climate during the fourth quarter nor was it more-likely-than-not that the rigs will be sold or disposed of significantly before the end of their previously estimated useful lives (i.e., the circumstances included in ASC 360-10-35-21(a) through (d) and (f) were not present).

We also considered other indicators, including ASC 360-10-35-21(e). While at a macro level, the energy industry improved in fiscal year 2017, our customer’s drilling prospects become  economical at different commodity prices. The rigs required by our customers differ by prospect and therefore, the demand and near-term financial results will vary by asset group in the shorter-term. To consider whether there was an impairment indicator, we considered the amount of

3

excess over carrying value from the asset group’s previous impairment recoverability test or appraisals (if applicable), current and recent historical period results, and changes in the forecasted market (e.g., commodity prices, rig count, tendering activity).

Please refer to the Supplemental Memorandum discussed above for further response to your Comment, and which is provided pursuant to Rule 12b-4. We further request that the Freedom of Information Act officer of the Commission accord the Supplemental Memorandum (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83.

4.              To the extent that you have rigs that have remained idle for an extended period or rigs that cannot be upgraded, specify such rigs and the asset groups to which they belong. In addition, provide us with an analysis supporting your conclusion that these rigs did not need to be tested for recoverability during the fiscal year ended September 30, 2017.

Our response to Comment 3 above provides a description of our process for and the results of our review for impairment indicators for each of our rig asset groups. Each of the rigs included in Exhibit I are marketable and suitable for deployment in drilling operations in the current market. Further, we are marketing to customers all rigs within all of our rig asset groups. We perform upgrades and maintenance, when needed, on all of our marketed rigs in order to keep the rigs in operating condition and meet the needs of our customers’ drilling programs. As noted in our response to Comment 2 above, we regularly upgrade our fleet, construct new build rigs, and decommission rigs as customer demands and technology changes.

Please refer to the Supplemental Memorandum discussed above which provides further response to your Comment and is submitted pursuant to Rule 12b-4. We further request that the Freedom of Information Act officer of the Commission accord the Supplemental Memorandum (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83.

5.              For the asset groups that were subject to an impairment recoverability test, explain to us how you have considered providing expanded disclosure under Critical Accounting Policies and Estimates to:

·                  State the percentage or amount by which the undiscounted cash flows exceeded their respective carrying values as of the date of the impairment test;

·                  Discuss qualitative and quantitative information addressing the uncertainty in the key assumptions underlying your impairment assessment (i.e., rig utilization levels, dayrates, etc.); and,

·                  Address the effect of reasonably likely changes to these assumptions.

See Section V of SEC Release No. 33-8350.

We continuously evaluate the need to provide expanded disclosures within the Critical Accounting Policies and Estimates section of our Management Discussion and Analysis of

4

Financial Condition and Results of Operations in accordance with Section V of SEC Release No. 33-8350. As contemplated in that guidance, in making a determination of the extent of our disclosures related to estimates, we consider the level of materiality, subjectivity, and judgment inherent in our estimates as well as the susceptibility of the estimates to change and have a material impact on our financial condition or operating performance. When determining the level of disclosures to make for the estimates underlying the impairment recoverability tests, we specifically evaluated (i) the significance of the carrying amount of the asset group, (ii) the amount by which the undiscounted cash flows were in excess of the carrying amount of the asset group, (iii) the likelihood of a near-term future impairment (considering the inherent subjectivity of the various key assumptions), and (iv) the potential significance of any impairment, if it were to exist.

Please refer to the Supplemental Memorandum discussed above which provides further response to your Comment and is submitted pursuant to Rule 12b-4. We further request that the Freedom of Information Act officer of the Commission accord the Supplemental Memorandum (but not, for the avoidance of doubt, the responses set forth in this letter) confidential treatment under Rule 83.

The Company hereby 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.

Please contact us should you require further information or have any questions.

Very truly yours,

/s/ Juan Pablo Tardio

Juan   Pablo Tardio

Vice   President and Chief Financial Officer

Helmerich &   Payne, Inc.

cc:                                Pankaj Sinha

Skadden, Arps, Slate, Meagher & Flom, LLP

5

CORRESP
1
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May 10, 2018

VIA EDGAR SUBMISSION

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Helmerich & Payne, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2017
 Filed November 22, 2017
 File No. 001-04221

Dear Mr. Horowitz:

I am writing on behalf of Helmerich & Payne, Inc. (“H&P” or the “Company”) in respect of the letter dated April 12, 2018 (the “Comment Letter”) containing comments from the staff (the “Staff”) of the Securities and Exchange Commission relating to the Form 10-K for the fiscal year ended September 30, 2017 filed by H&P on November 22, 2017.

The Comment Letter requested that the Company respond to the Staff’s comments within ten business days of the date thereof or advise the Staff when the Company would respond.  On April 24, 2018, the Company requested an extension of time until May 10, 2018 to respond to the Comment Letter.

Per our communications with Jeannette Wong, this correspondence confirms the Company’s request for an additional extension of time to respond to the Comment Letter so that it can devote appropriate time and resources to consider the Staff’s comment.  The Company has asked me to inform you that it expects to provide a response to the Comment Letter on or before May 17, 2018.

Please contact me at 202-371-7513 if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Andrew J. Brady

Andrew J. Brady

Cc:   Cara   Hair

CORRESP
1
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April 25, 2018

VIA EDGAR SUBMISSION

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Helmerich & Payne, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2017
 Filed November 22, 2017
 File No. 001-04221

Dear Mr. Horowitz:

I am writing on behalf of Helmerich & Payne, Inc. (“H&P” or the “Company”).  The Company hereby acknowledges receipt of the letter dated April 12, 2018 (the “Comment Letter”) containing a comment from the staff (the “Staff”) of the Securities and Exchange Commission relating to the Form 10-K for the fiscal year ended September 30, 2017 filed by H&P on November 22, 2017.  The Comment Letter requests that the Company respond to the Staff’s comment within 10 business days of the date thereof or advise the Staff when the Company will respond.

Per our communications with Jeannette Wong, this correspondence confirms the Company’s request for an extension of time to respond to the Comment Letter so that it can devote appropriate time and resources to consider the Staff’s comment.  The Company has asked me to inform you that it expects to provide a response to the Comment Letter on or before May 10, 2018.

Please contact me at 202-371-7513 if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Andrew J. Brady

Andrew J. Brady

Cc:   Cara Hair

Mail Stop 4628
 April 12, 2018

Via E -Mail
Juan Pablo Tardio
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave., Suite 1400
Tulsa, Oklahoma 74119

Re: Helmerich &  Payne, Inc.
Form 10-K for Fiscal Year Ended September 30, 2017
 Response Dated March 15, 2018
File No. 001-04221

Dear Mr. Tardio :

We have reviewed  your March 15, 2018  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will res pond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 6,
2018  letter .

Form 10 -K for Fiscal Year Ended September 30, 2017

Notes to Consolidated Financial Statements, page 54

Note 1 – Summary of Significant Accounting Policies, page 54

Valuation of Long -Lived Assets , page 56

1. We note from your response to prior comment 1 that you have ten asset groups.  Using
the rig information in Item 2 – Properties of your Form 10 -K, provide us with a summary
of your rigs by asset group .  Include a description of the characteristi cs supporting your
asset groupings and list their respective geographic locations (e.g., by state and / or
countr y) and contract status .  Also, describe your conclusion regarding the
interdependency of cash flows to the extent that you have rigs in the same asset group

Juan Pablo Tardio
Helmerich & Payne, Inc.
April 12, 2018
Page 2

 that are located in different countries or where there are factors that may influenc e
transfer decisions.

2. For each respective asset group, provide us with a summary of  your future expectations
for rig utilization levels, dayrates, and rig margin s along with a  comparison of the key
elements of your forecast to your historical experience with similar market conditions.

3. You indicate in your response to prior comment 1 that Domestic FlexRig4 and
International FlexRig4 asset groups were subject to an impairment recoverability test
during the fiscal quarter ended September 30, 2017, while the remaining eight asset
groups were determined to not have impairment indicators du ring the period.  Explain the
changes that occurred during the period and describe differences in circumstances that
resulted in the existence of impairment indicators for the Domestic and International
FlexRig4 asset groups compared to the other asset gro ups. See FASB ASC 360 -10-35-21.

4. To the extent that you have rigs that have remained idle for an extended period or rigs
that cannot be upgraded, specify such rigs and  the asset groups to which they  belong .  In
addition, provide us with an analysi s suppor ting your conclusion that these rigs did not
need to be tested for recoverability  during the fiscal year ended September 30, 2017.

5. For the asset groups that were subject to an impairment recoverability test, explain to us
how you have considered providing  expanded disclosure under  Critical Accounting
Policies and Estimates to:

 State the percentage or amount by which the undiscounted cash flows exceed ed their
respective carrying values as of the date of the impairment test ;

 Discuss  qualitative and quanti tative information addressing the  uncertainty in the key
assumptions underlying your impairment assessment ( i.e., rig ut ilization levels,
dayrates, etc. ); and,

 Address the effect of reasonably likely changes to these assumptions.

See Secti on V of SEC Rel ease No. 33 -8350.

You may contact Jeannette Wong, Staff Accountant , at (202) 551 -2137  or Kimberly
Calder, Assistant Chief Accountant,  at (202) 551 -3701  with any questions.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Accounting Branch Chief
Office of Natural Resources

CORRESP
1
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HELMERICH & PAYNE, INC.

1437 South Boulder Avenue

Tulsa, Oklahoma 74119

(918) 742-5531

VIA EDGAR

March 15, 2018

Mr. Ethan Horowitz

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

100 F Street N.E.

Washington, D.C. 20549

RE:              Helmerich & Payne, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2017

Filed November 22, 2017

File No. 001-04221

Dear Mr. Horowitz:

Helmerich & Payne, Inc., a Delaware company (the “Company”), hereby responds to the comment (the “Comment”) of the staff (the “Staff”) set forth in the Staff’s letter dated March 6, 2018 (the “Comment Letter”) in relation to the above-referenced Form 10-K. Set forth below in this letter is the Company’s response to the Comment raised in the Comment Letter. For the convenience of the Staff, the Company has restated in this letter the Comment. All references to page numbers correspond to the page numbers in the Company’s above-referenced Form 10-K.

Form 10-K for the Fiscal Year Ended September 30, 2017

Notes to Consolidated Financial Statements, page 54

Note 1 — Summary of Significant Accounting Policies, page 54

Valuation of Long-Lived Assets, page 56

1.              You disclose on page 11 that you assessed your idle drilling rigs as of September 30, 2017 and determined no additional impairment charges were necessary. Describe, in reasonable detail, the methodologies, estimates and assumptions underlying your assessment, including the extent to which assets were grouped and the basis for any such grouping. As part of your response, explain how your assessment took into consideration factors such as historical and future expectations for rig utilization levels and rig fleet status, the continued decline in your backlog and increase in the percentage of such backlog not reasonably expected to be filled.

In this regard, we note that your investor presentation dated October 4, 2017 indicated that 55% of available rigs were contracted as of October 4, 2017 and that in your International Land Operations, 22 of 38 rigs were idle as of October 4, 2017. See FASB ASC paragraphs 360-10-35-23 and 360-10-35-29 through 360-10-35-35.

As indicated in Note 1 to our consolidated financial statements (page 56) and in the critical accounting policies and estimates section of management’s discussion and analysis of financial condition and results of operations (page 41) of our Form 10-K for the year ended September 30, 2017, the Company’s policy is to review long-lived assets for impairment in accordance with the guidance in ASC section 360-10-35 whenever events or changes in conditions indicate that the carrying value of such assets may not be recoverable. This assessment considers our determination of asset groupings in accordance with ASC paragraphs 360-10-35-23 through 360-10-35-24.

The Company groups its long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. In our determination of asset groupings, drilling rigs are categorized by rig class (e.g., FlexRig3, FlexRig4, FlexRig5, Conventional 3,000 hp SCR, 3,000 hp AC, <2,500 hp SCR, etc.) as the rigs within each class have similar capabilities and market application and are typically interchangeable within the class. Each rig class is uniquely suited to a particular range of well depths and drilling site conditions and has significant asset standardization, such that rigs within the same class may be substituted to satisfy a customer’s drilling requirements and components of drilling rigs within the same rig class are regularly transferred between rigs. As an example, if a customer requests a FlexRig3 via a bid process, we can designate any of our FlexRig3 rigs to fulfill that bid (e.g., a currently operating rig, a rig operating in another shale play, or a rig not currently operating). Further, management markets and manages rigs by rig class, and given the interchangeability of rigs within a rig class, we primarily forecast our cash flows by rig class for business planning purposes. The utilization rates, an indicator of supply and demand, and the dayrates for rigs generally trend together within our rig classes. Our intent is to maximize the overall cash flows of the business through the utilization/dayrates of our assets at the asset group level.

While drilling rigs are highly mobile and can be transferred between various locations, basins and countries, factors such as distance, transportation costs and country regulations may influence transfer decisions. Thus, in addition to the categorization by rig class, asset groupings are further distinguished based on target markets delineated between U.S. land, international land, and offshore, primarily due to these factors of distance, transportation costs, and regulatory considerations as well as variances in margin profiles. International operations tend to involve greater per day expenses, and the Company assigns more capital spares to these operations to minimize downtime due to longer delays in receipt of necessary components. As a result, international rigs generally have higher invested costs and more inherent risks, which the Company considers when negotiating dayrates for these rigs. Offshore operations are economically different from land operations, as offshore fleets are typically not as quickly impacted by short-term changes in crude oil and natural gas prices due to the relatively longer lead-time and higher project costs. We considered the nature of the domestic and international markets for our classes of land rigs, including different potential economics (revenues, utilizations and cash flows), differing potential drilling needs, and the necessity to separately manage and negotiate rigs in foreign jurisdictions, concluding there is no interdependency of cash flows between these target markets.

2

The delineation by rig class and overall market/type of drilling reflects the way that Company management views and manages its contract drilling business, as well as the way the assets within each of these groups are marketed to generate cash flows. In total, the Company has ten rig asset groups across its fleet.

The Company’s asset impairment recoverability test is conducted in accordance with ASC section 360-10-35. As defined in ASC paragraphs 360-10-35-29 and 360-10-35-31, estimates of future cash flows used in the recoverability tests are directly associated with and are expected to arise as a result of the use and eventual disposition of the rig class and are projected only for the remaining useful life of the asset group. Where warranted, the Company applies a range of estimated possible future cash flows in the form of a probability-weighted scenario analysis, as allowable in ASC paragraph 360-10-35-30. Cash flows used in these assessments are on an undiscounted basis, as required.

During the development of cash flows used in the recoverability test, the Company considers trends in historical and projected utilization, margin, and cash flows by asset group. Current utilization rates and cash flows to be generated under existing long-term customer contracts are considered, while the remaining cash flows are estimated by rig class for uncontracted periods based on forecasted future market conditions, including forecasted utilization and margin. Future market conditions are substantiated using a combination of sell-side analysts’ expectations of commodity prices and drilling activity as we have determined there is a strong historical correlation between commodity prices and drilling rig utilization rates and margins. Multiple scenarios are prepared to weight possible future cash flows using high, mid, low and ultra-low expectations of future commodity prices and rig counts.

The drilling business is cyclical, driven by customer demand and influenced by trends in crude oil and natural gas commodity prices. These factors influence near-term rig utilization levels and backlog, but do not necessarily represent a fundamental shift in the long-term outlook of our business. When availability of rigs becomes a concern or when commodity prices are expected to increase, customers may seek to enter into multi-year or multi-rig contracts to lock in supply, and when rig availability is not a concern or when commodity prices are expected to decrease, customers tend to prefer to execute short-term, or single rig, (e.g., “spot”) contracts to maintain cash flow flexibility. The duration of long-term drilling contracts tends to be longer for new build rigs and shorter for already constructed rigs. Short-term contracts do not create backlog; thus, the relative mix of short- versus long-term contracts greatly influences our backlog at any point in time but is not, in and of itself, indicative of expectations of our future revenues. As disclosed in Note 1 to our consolidated financial statements (page 56), beginning in the first fiscal quarter of fiscal 2015 and continuing into fiscal 2016, domestic and international oil prices declined significantly but have since largely stabilized at lower levels. This decline in pricing resulted in lower demand for our drilling services. Thus, since that time, we have been continually monitoring our rig fleet for potential impairment, recognizing asset impairment charges of $39.2 million and $6.3 million during fiscal years 2015 and 2016, respectively. Since that time, as commodity prices have stabilized and improved over their 2016 lows, we have seen significant improvement in our U.S. land rig utilization levels, while International land and offshore utilization levels, which generally lag U.S. land utilization recoveries, have stabilized and are showing positive trends.

3

Specifically, during the fourth quarter of fiscal 2017, two of the Company’s asset groups were the subject of an ASC 360 impairment recoverability test — the Domestic FlexRig4 asset group and the International FlexRig4 asset group. The undiscounted cash flows of both asset groups exceeded the respective carrying amount of each asset group; thus, no impairment was indicated. The remaining asset groups were determined to not have impairment indicators during the fourth quarter of fiscal 2017 due to strong utilization and margin or improving utilization and margin compared to prior analyses and the improved overall industry outlook.

The 22 idle international rigs referenced in our October 4, 2017 investor presentation fall within four separate asset groups. Seven of the 22 idle international rigs are within the International FlexRig4 group that was evaluated for impairment during the fourth quarter of fiscal 2017. The remaining 15 rigs fall within three other asset groups for which impairment indicators were not present during the fourth quarter of fiscal 2017.

We regularly monitor the accuracy of our cash flow projections on a look-back basis, such that, we periodically refine our methodology of estimating undiscounted future cash flows. The cash flow estimates and underlying significant assumptions used for impairment analysis purposes are consistent with those used in our short- and long-term financial planning. Thus, we confirm they remain consistent with the assumptions applied in developing other information used by the Company in accordance with ASC paragraph 360-10-35-30.

The Company hereby 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.

Please contact us should you require further information or have any questions.

Very truly yours,

/s/ Juan Pablo Tardio

Juan   Pablo Tardio

Vice   President and Chief Financial Officer

Helmerich &   Payne, Inc.

cc:                                Pankaj Sinha

Skadden, Arps, Slate, Meagher & Flom, LLP

4

Mail Stop 4628
 March 6, 2018

Via E -Mail
Juan Pablo Tardio
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave., Suite 1400
Tulsa, Oklahoma 74119

Re: Helmerich & Payne, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2017
Filed November 22, 2017
File No. 001-04221

Dear Mr. Tardio :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended September 30, 2017

Notes to Consolidated Financial Statements, page 54

Note 1 – Summary of Significant Accounting Policies, page 54

Valuation of Long -Lived Assets, page 56

1. You disclose on page 11 that you assessed you r idle drilling rigs as of September 30,
2017 and determined no additional impairment charges were necessary.  Describe, in
reasonable detail, the methodologies, estimates and assumptions underlying your
assessment, including the extent to which assets wer e grouped and the basis for any such
grouping.  As part of your response, explain how your assessment took into consideration
factors such as historical and future expectations for rig utilization levels and rig fleet
status, the continued decline in your backlog and increase in the percentage of such
backlog not reasonably expected to be filled .  In this regard, we note that your investor

Juan Pablo Tardio
Helmerich & Payne, Inc.
March 6, 2018
Page 2

 presentation dated October 4, 2017 indicated that 55% of available rigs were contracted
as of October 4, 2017 and that in your International Land Operations, 22 of 38 rigs were
idle as of October 4, 2017 .  See FASB ASC paragraphs 360 -10-35-23 and 360 -10-35-29
through 360 -10-35-35.

We remind you that the company and its management are responsible for the accuracy
and adequ acy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Jeannette Wong, Staff Accountant , at (202) 551 -2137 , or Kimberly
Calder, Assistant Chief Accountant,  at (202) 551 -3701  with any questions.

Sincerely,

 /s/ Ethan Horowitz

 Ethan Horowitz
 Accounting Branch Chief
 Office of Natural Resources

CORRESP
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HELMERICH & PAYNE, INC.

HELMERICH & PAYNE INTERNATIONAL DRILLING CO.

1437 South Boulder Avenue
 Tulsa, Oklahoma 74119

(918) 742-5531

July 13, 2015

VIA EDGAR

H. Roger Schwall
 Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Acceleration Request

Helmerich & Payne, Inc.
 Helmerich & Payne International Drilling Co.

Registration Statement on Form S-4

(File No. 333-205219)

Dear Mr. Schwall:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Helmerich & Payne International Drilling Co., a Delaware Corporation and Helmerich & Payne, Inc., a Delaware corporation, as parent guarantor (together, the “Registrants”), hereby request that the effectiveness of the Registration Statement on Form S-4 (File No. 333-205219) the “Registration Statement”) be accelerated so that it will become effective no later than 9:00 a.m., Washington, D.C. time, on July 16, 2015, or as soon thereafter as practicable.

The Registrants confirm that:

(i)                                     should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)                                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)          the Registrants may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Katherine Ashley of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7706.

Please contact the undersigned at (918) 588-5217 or Katherine Ashley of Skadden, Arps, Slate, Meagher & Flom LLP at (202) 371-7706 if there are any questions regarding this matter.

[signature page follows]

Very   truly yours,

HELMERICH & PAYNE, INC.

By:

/s/   Jonathan M. Cinocca

Name:

Jonathan M. Cinocca

Title:

Corporate   Secretary

HELMERICH & PAYNE INTERNATIONAL DRILLING CO.

By:

/s/   Jonathan M. Cinocca

Name:

Jonathan M. Cinocca

Title:

Secretary

[Signature Page to Acceleration Request Letter (Form S-4)]

June 30 , 2015

John W. Lindsay
Chief Executive Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave.
Suite 1400
Tulsa, OK 74119

Re: Helmerich & Payne, Inc.
Registration  Statement  on Form  S-4
Filed  June 25, 2015
File No. 333-205219

Dear  Mr. Lindsay :

This is to advise  you that we have  not reviewed  and will not review  your registration
statement .

We urge all persons  who are responsible  for the accuracy  and adequacy  of the disclosure
in the filing  to be certain  that the filing  includes  the information  the Securities  Act of 1933  and
all applicable  Securities  Act rules  require.   Since  the company  and its management  are in
possession  of all facts  relating  to a company’s  disclosure,  they are responsible  for the accuracy
and adequacy  of the disclosures  they have  made.

In the event  you request  acceleration  of the effective  date of the pending  registration
statement,  please  provide  a written  statement  from  the company  acknowledging  that:

 should  the Commission  or the staff,  acting  pursuant  to delegated  authority,  declare  the
filing  effective,  it does not foreclose  the Commission  from  taking  any action  with respect
to the filing;

 the action  of the Commission  or the staff,  acting  pursuant  to delegated  authority,  in
declaring  the filing  effective,  does not relieve  the company  from  its full responsibility  for
the adequacy  and accuracy  of the disclosure  in the filing;  and

 the company  may not assert  staff comments  and the declaration  of effectiveness  as a
defense  in any proceeding  initiated  by the Commission  or any person  under  the federal
securities  laws of the United  States.

John W. Lindsay
Helmerich & Payne, Inc.
June 30 , 2015
Page 2

 Please  refer  to Rules  460 and 461 regarding  requests  for acceleration.   We will consider  a
written  request  for acceleration  of the effective  date of the registration  statement  as confirmation
of the fact that those  requesting  acceleration  are aware  of their respective  responsibilities  under
the Securities  Act of 1933  and the Securities  Exchang e Act of 1934  as they relate  to the proposed
public  offering  of the registered  securities.

Please contact  Paul Monsour , Staff Attorney,  at (202)  551-3360 with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen for

H. Roger  Schwall
Assistant  Director

cc:  Ms. Katherine D. Ashley,  Esq.

CORRESP
1
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Helmerich & Payne International Drilling Co.
  1437 South Boulder Avenue
 Tulsa, Oklahoma 74119

(918) 742-5531

June 25, 2015

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-6010

Re:                                 Helmerich & Payne International Drilling Co.
  Registration Statement on Form S-4

Ladies and Gentlemen:

Helmerich & Payne International Drilling Co., a Delaware corporation (the “Issuer”), is registering an exchange offer (the “Exchange Offer”) of 4.65% Senior Notes due 2025 issued by the Issuer on March 19, 2015 (the “Old Notes”), together with the related guarantee by Helmerich & Payne, Inc., a Delaware corporation (“Parent” and, together with the Issuer, the “Registrants”), for 4.65% Senior Notes due 2025, together with the related guarantee by Parent, that have been registered under the Securities Act of 1933, as amended (the “Securities Act” and, such notes, the “New Notes”), pursuant to a Registration Statement on Form S-4 in reliance on the staff of the Securities and Exchange Commission’s position set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993).  The Registrants represent as follows:

1.                                      The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.

2.                                      In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the staff position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988) or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

3.                                      The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4.                                      The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993)) in connection with any resale of such New Notes.

5.                                      The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions:

(a)                                 If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

(b)                                 If the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

6.                                      Neither the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer participating in the Exchange Offer to distribute the New Notes.

[signature page follows]

2

Very truly yours,

HELMERICH &   PAYNE INTERNATIONAL DRILLING CO.

By:

/s/ Cara M. Hair

Name:

Cara M. Hair

Title:

Vice President

HELMERICH &   PAYNE, INC.

By:

/s/ Cara M. Hair

Name:

Cara M. Hair

Title:

Vice President and General Counsel

cc:

Jonathan M.   Cinocca, Esq.

Corporate   Secretary

Helmerich &   Payne, Inc.

Katherine D.   Ashley, Esq.

Skadden, Arps,   Slate, Meagher & Flom LLP

January 27, 2012
 Via E-mail

Mr. Hans Helmerich President and Chief Executive Officer Helmerich & Payne, Inc. 1437 S. Boulder Ave., Suite 1400 Tulsa, Oklahoma 74119-3623
Re: Helmerich & Payne, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2011
Filed November 23, 2011 Preliminary Proxy Statement on Schedule 14A Filed January 5, 2012 File No. 1-04221

Dear Mr. Helmerich:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
 /s/ A.N. Parker for
 H. Roger Schwall Assistant Director

CORRESP
1
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Via Edgar

January 24, 2012

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 Fiscal Year Ended September 30, 2011

Filed November 23, 2011

Preliminary Proxy Statement on Schedule 14A

Filed January 5, 2012

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 20, 2012 on (i) the Company’s Form 10-K for the year ended September 30, 2011, and (ii) the Company’s Preliminary Proxy Statement on Schedule 14A filed on January 5, 2012.  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 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 changes implemented in future filings, should not be taken as an admission that prior disclosures were in any way deficient.

***

Form 10-K for the Fiscal Year Ended September 30, 2011

Comment

Business, page 1

Contract Drilling, page 1

1.              We note that in your November 17, 2011 earnings call you discussed your decision to exit the mechanical rig business.  Please discuss this strategic decision in your disclosure and explain terminology such as “mechanical rig,” “AC-powered rig,” and “SCR rig.”

Response

To address the disclosure requested above, we will include in our annual report on Form 10-K, on a prospective basis, under Item 1. Business — Rigs, Equipment and Facilities, a disclosure with substantially the same content as set forth in the paragraphs that follow and which would have been applicable for fiscal 2011.  Please note that the Company’s exit from the mechanical rig business by retiring seven rigs in fiscal 2011 had no material effect on the Company’s financial condition and results of operations.

Mechanical rigs rely on belts, pulleys and other mechanical devices to control drilling speed and other rig processes.  As such, mechanical rigs are not highly efficient or precise in their operation.  In contrast to mechanical rigs, SCR rigs rely on direct current for power.  This enables motor speed to be controlled by changing electrical voltage.  Compared to mechanical rigs, SCR rigs operate with greater efficiency, more power and better control.  AC rigs on the other hand provide for even greater efficiency and flexibility than what can be achieved with mechanical or SCR rigs.  AC rigs use a variable frequency drive that allows motor speed to be manipulated via changes to electrical frequency.  The variable frequency drive permits greater control of motor speed for more precision.  Among other attributes, AC rigs are electrically more efficient, produce more torque, utilize regenerative braking, have digital controls and AC motors require less maintenance.

During the mid-1990’s, we undertook an initiative to use our land and offshore platform drilling experience to develop a new generation of drilling rigs that would be safer, faster-moving and more capable than mechanical rigs.  Since the introduction of our FlexRigs in 1998, we have focused on designing and building high-performance, high-efficiency rigs to be used exclusively in our contract drilling business.  We believed that over time FlexRigs would displace older less capable rigs.  With the advent of unconventional shale plays, our AC drive FlexRigs have proven to be particularly well suited for more complex horizontal drilling requirements.

Industry trends towards more complex drilling have accelerated the retirement of less

2

capable mechanical rigs.  Similarly, over the past few years our mechanical rigs have been sold as we added new AC drive rigs to our fleet.  The retirement of our remaining seven mechanical rigs in fiscal 2011 marked the end of a multi-year evolution in the high-grading of our fleet from mechanical rigs to high-efficiency, high-performance AC rigs.

Comment

Risk Factors, page 6

Our offshore and land operations are subject to a number of operational risks . . ., page 6

2.              We note the sentence at the bottom of page 9 beginning, “In the event we engage in any hydraulic fracturing activities . . .”  Please clarify whether (and if material, the extent to which) you currently engage in hydraulic fracturing activities.  In addition, to the extent that hydraulic fracturing activities are material to your operations, please revise this risk factor to address any material operational and financial risks associated with hydraulic fracturing.  For example, any material risks related to underground migration or surface spillage or mishandling of fluids, including chemical additives that may be toxic.

Response

We do not engage in hydraulic fracturing activities.  As such, our future filings will include the following revised risk factor:

New legislation and regulatory initiatives relating to hydraulic fracturing could delay or limit the drilling services we provide to customers whose drilling programs could be impacted by such laws.

Members of the U.S Congress and the U.S. Environmental Protection Agency are reviewing more stringent regulation of hydraulic fracturing, a technology which involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and natural gas production.  Both the U.S. Congress and the EPA are studying whether there is any link between hydraulic fracturing and soil or ground water contamination or any impact on public health.  Legislation has been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process.  In addition, some states have and others are considering adopting regulations that could restrict hydraulic fracturing in certain circumstances.  We do not engage in any hydraulic fracturing activities.  However, any new laws, regulation or permitting requirements regarding hydraulic fracturing could delay or limit the drilling services we provide to customers whose drilling programs could be impacted by new legal requirements.

3

Comment

Preliminary Proxy Statement on Schedule 14A Filed January 5, 2012

Proposal 4 — Approval of an Amendment . . ., page 41

3.              Please revise the proposal concerning the revisions to your certificate of incorporation to provide stockholders the opportunity to vote on the board-declassification provision and the director-removal provision separately.  Refer to Exchange Act Rule 14a-4(a)(3) and —(b)(1).  For further guidance, refer to SEC Release No. 34-31326, Part II.H.  You may indicate, as appropriate, that the information of each matter is conditioned on the stockholders’ approval of the related matter.

Response

The Company will revise Proposal 4 of the Proxy Statement to separately identify, discuss and provide shareholders the opportunity to vote on the board declassification provision and the director removal provision.  These proposed changes are shown below.  The Company will also make the appropriate conforming changes to pages 1 and 50 of the Proxy Statement and to the form of proxy card.

PROPOSAL 4

APPROVAL OF AN AMENDMENTAMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT A STAGGERED DECLASSIFICATION OF THE BOARD OF DIRECTORS OVER A THREE-YEAR PERIOD BEGINNING WITH THE COMPANY’S 2013 ANNUAL MEETING OF STOCKHOLDERS

On December 6, 2011, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, approved antwo amendments to our Amended and Restated Certificate of Incorporation that.  The first amendment, which is the subject of Proposal 4A,  would declassify the Board and provide for the annual election of Directors, subject to obtaining the requisite approval from our stockholders at the 2012 Annual Meeting of Stockholders.  The second amendment, which is the subject of Proposal 4B, would confirm that from and after the 2015 Annual Meeting, when the declassification of the Board will be complete, Directors may be removed by the stockholders with or without cause.  The Board is seeking stockholder approval of this amendment.these amendments.  Proposal 4B is conditioned upon the approval of Proposal 4A.

PROPOSAL 4A:  APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO IMPLEMENT A STAGGERED DECLASSIFICATION OF THE BOARD OF DIRECTORS OVER A THREE-YEAR PERIOD BEGINNING WITH THE COMPANY’S 2013 ANNUAL MEETING OF STOCKHOLDERS

Our Amended and Restated Certificate of Incorporation currently provides that the Board is divided into three classes, each of which serves for staggered three-year terms.  At the March 2, 2011 Annual Meeting of Stockholders, the stockholders of the Company

4

approved a stockholder proposal requesting that the Board take the steps necessary to declassify the Board and provide for the annual election of Directors, without affecting the unexpired terms of previously-elected Directors.  The Board had recommended against the proposal at the time because it believed that the classified board structure provides the Board with stability, continuity and experience, enhances the Board’s independence from special-interest groups who might have interests contrary to the long-term interests of the Company and its stockholders, and reduces the Company’s vulnerability to unfriendly or unsolicited takeover tactics that may not be in the best interests of the Company’s stockholders.

While these are important benefits, the Board recognizes the growing sentiment among stockholders in favor of a declassified board, as evidenced by the approval of the proposal presented at the Company’s 2011 Annual Meeting.  After considering the benefits of a declassified board structure, and taking into account the level of support for the proposal presented at the 2011 Annual Meeting, the Board determined that it is in the best interests of the Company to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the classified board structure and to provide for the annual election of Directors, beginning with the 2013 Annual Meeting.

If this proposal is approved by the stockholders, then:

·           all current Directors will continue to serve for the remainder of their existing terms;

·           at the 2013 Annual Meeting, Directors of the First Class will be elected for terms of one year;

·           at the 2014 Annual Meeting, Directors of the Second Class will be elected for terms of one year;

·           beginning with the 2015 Annual Meeting, the Board will cease to be classified and all Directors will be elected annually for terms of one year;

·           the Amended and Restated Certificate of Incorporation of the Company will be amended promptly to effect these changes, which will become effective upon filing of a Certificate of Amendment with the Secretary of State of the State of Delaware; and

·           Article III, Section 1 and Article III, Section 3 of the Amended and Restated By-Laws of the Company will be amended in order to maintain consistency between the By-Laws and the Certificate of Incorporation, as amended.  The Board has provisionally adopted these conforming amendments, subject to stockholder approval of the proposal at the 2012 Annual Meeting and the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware.  The amendments to the By-Laws do not require stockholder approval.

The text of Article NINTH substantially as it is proposed to be amended by Proposals 4A and 4B is attached to this proxy statement as Appendix A, reflecting changes from the

5

current Article Ninth with additions indicated by underlining and deletions of text indicated by strike-outs.  This Proposal 4A relates to the proposed changes shown in paragraphs (b) and (c) of Article NINTH.

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock is required to approve this proposal.

If Proposal 4A is not approved, the Company’s Amended and Restated Certificate of Incorporation will not be amended as described above, and the Board of Directors will continue to be divided into three classes, with each class serving staggered three-year terms.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE COMPANY’S BOARD OF DIRECTORS.

PROPOSAL 4B:  APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE FROM AND AFTER THE 2015 ANNUAL MEETING

In addition, the to the amendment described above, a second proposed amendment to the Amended and Restated Certificate of Incorporation provides that, from and after the 2015 Annual Meeting, the stockholders may remove any Director or the entire Board of Directors with or without cause.  This provision will be voted on by the stockholders together with the declassification provisions, rather than as a separate proposal, because the proposed amendments are intertwined as a matter of law.  Under Delaware law, stockholders may remove directors of corporations with classified boards only for cause, while directors of corporations without classified boards may be removed with or without cause.  The proposed amendment confirmsAccordingly, the Board believes that it is appropriate to amend the Amended and Restated Certificate of Incorporation to confirm that from and after the 2015 Annual Meeting, when the Board ceases to be classified, stockholders may remove a Director with or without cause.  Prior to that time, removal of any Director or the entire Board will continue to require cause.

The text of Article NINTH substantially as it is proposed to be amended is attached to this proxy statement as Appendix A, reflecting changes from the current Article Ninth with additions indicated by underlining and deletions of text indicated by strike-outs.The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock is required to approve the proposal.

The text of Article NINTH substantially as it is proposed to be amended is attached to this proxy statement as Appendix A, reflecting changes from the current Article Ninth with additions indicated by underlining and deletions of text indicated by strike-outs.  This Proposal 4B relates to the proposed addition of paragraph (d) of Article NINTH.

6

The affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock is required to approve this proposal.  Further, the proposal is conditioned upon the approval of Proposal 4A by a majority of the outstanding shares of the Company’s common stock.

If the proposalProposal 4B is not approved, or if Proposal 4A is not approved, the Company’s Amended and Restated Certificate of Incorporation will not be amended, and the Board of Directors will continue to be divided into three classes, with each class serving staggered three-year terms as described in this Proposal 4B.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY TO DECLASSIFY THE COMPANY’S BOARD OF DIRECTORS.PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE FROM AND AFTER THE 2015 ANNUAL MEETING.

***

The Company acknowledges that:

·                  the Company is resp

January 20, 2012
 Via E-mail

Mr. Hans Helmerich President and Chief Executive Officer Helmerich & Payne, Inc. 1437 S. Boulder Ave., Suite 1400 Tulsa, Oklahoma 74119-3623
Re: Helmerich & Payne, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2011
Filed November 23, 2011 Preliminary Proxy Statement on Schedule 14A Filed January 5, 2012 File No. 1-04221

Dear Mr. Helmerich:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filing(s), by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f iling(s) and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended September 30, 2011

 Business, page 1

 Contract Drilling, page 1

 1. We note that in your November 17, 2011 ear nings call you discusse d your decision to
exit the mechanical rig business.  Please discu ss this strategic decisi on in your disclosure
and explain terminology such as “mechanical rig,” “AC-powered rig,” and “SCR rig.”

Mr. Hans Helmerich
Helmerich & Payne, Inc.  January 20, 2012 Page 2
 Risk Factors, page 6

 Our offshore and land operations are subject to a number of operational risks…, page 6

 2. We note the sentence at the bottom of page 9 beginning, “In the event we engage in any
hydraulic fracturing activities…”  Please clarify whether (and if material, the extent to
which) you currently engage in hydraulic fracturi ng activities.   In a ddition, to the extent
that hydraulic fracturing activit ies are material to your operati ons, please revise this risk
factor to address any material operational a nd financial risks associated with hydraulic
fracturing.  For example, any material risk s related to underground migration or surface
spillage or mishandling of fluids, including chemical additives that may be toxic.
 Preliminary Proxy Statement on Sc hedule 14A Filed January 5, 2012

 Proposal 4—Approval of an Amendment…, page 41

 3. Please revise the proposal concerning the revisi ons to your certificate of incorporation to
provide stockholders the opport unity to vote on the board-dec lassification provision and
the director-removal provision separately.  Refe r to Exchange Act Rule 14a-4(a)(3) and –
(b)(1).  For further guidance, refer to SEC Release No. 34-31326, Part II.H.  You may
indicate, as appropriate, that the implemen tation of each matter is conditioned on the
stockholders’ approval of  the related matter.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

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

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Hans Helmerich
Helmerich & Payne, Inc.  January 20, 2012 Page 3
 Please contact Alexandra M. Ledbetter (Sta ff Attorney) at (202) 551-3317 or Norman
von Holtzendorff (Staff Attorney) at (202) 551-3237 with any questions.

Sincerely,  /s/ A.N. Parker for
 H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        April 22, 2009
 Mr. Douglas E. Fears  Executive Vice President and Chief Financial Officer Helmerich & Payne, Inc. 1437 S. Boulder Ave., Suite 1400 Tulsa, Oklahoma 74119-3623
 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. Fears:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
         S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

[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.

2

·                  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

3

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

4

CORRESP
1
filename1.htm

[Helmerich &
Payne, Inc. Letterhead]

Steven R. Mackey

Executive Vice President, Secretary and General
Counsel

March 18,
2009

VIA EDGAR and FAX at (202)
772-9368

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Mr. H. Roger Schwall

Re:          Helmerich &
Payne, Inc.

Form10-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:

As per our telephone conversation
yesterday, Tuesday, March 17, 2009, we hereby confirm our request and your
grant of an extension of time to respond to the comment letter of the
Securities and Exchange Commission dated March 10, 2009.  Specifically, we anticipate completing and
submitting our response on or before March 31, 2009.

Thank you for your
consideration.  If you have any questions
concerning the foregoing, please contact me at (918) 588-5432.

  Sincerely,

  /s/ Steven R. Mackey

  Steven R. Mackey

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 10, 2009
 Mr. Douglas E. Fears  Executive Vice President and Chief Financial Officer Helmerich & Payne, Inc. 1437 S. Boulder Ave., Suite 1400 Tulsa, Oklahoma 74119-3623
 Re: Helmerich & Payne, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2008
Filed November 26, 2008 Response Letter Dated March 2, 2009
  File No. 1-04221

 Dear Mr. Fears:
We have reviewed your response letter and have the following comment.  Please
provide a written response to our comment.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2008

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.
 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.

Mr. Douglas E. Fears
Helmerich & Payne, Inc. March 10, 2009 Page 2

 Closing Comments

 Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
  Please contact Douglas Brown at (202) 551-3265, John Madison at (202) 551-
3296, or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

[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     .

CORRESP
1
filename1.htm

[Helmerich & Payne, Inc. Letterhead]

Jonathan M. Cinocca

Senior Attorney

February 9, 2009

VIA EDGAR and FAX at (202) 772-9368

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention
Mr. Douglas Brown

  Re:

  Helmerich & Payne, Inc.

  Form10-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. Brown:

As per our telephone
conversation today, Monday, February 9, 2009, we hereby confirm our
request and your grant of an extension of time to respond to the comment letter
of the Securities and Exchange Commission dated January 30, 2009.  Specifically, we anticipate completing and
submitting our response on or before March 6, 2009.

Thank you for your
consideration.  If you have any questions
concerning the foregoing, please contact me at (918) 588-5217.

  Sincerely,

  /s/ Jonathan M. Cinocca

  Jonathan M. Cinocca

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        January 30, 2009
 Mr. Douglas E. Fears  Executive Vice President and Chief Financial Officer Helmerich & Payne, Inc. 1437 S. Boulder Ave., Suite 1400 Tulsa, Oklahoma 74119-3623
 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. Fears:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

 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.
 Certifications, exhibits 31.1 and 31.2

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
January 30, 2009 Page 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.”
 Schedule 14A filed January 26, 2009

 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.
 2008 Executive Compensation Components, page 15

Bonus, page 15

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.
 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.
Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our

Mr. Douglas E. Fears
Helmerich & Payne, Inc. January 30, 2009 Page 3

review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact Douglas Brown at (202) 551-3265, John Madison at (202) 551-
3296, or me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 23, 2007

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Avenue, Suite 1400
Tulsa, OK  74119-3623

 Re: Helmerich & Payne, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2006
Filed December 13, 2006
  File No. 001-04221

Dear Mr. Fears:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

[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

 2

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

 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March 7, 2007

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Avenue, Suite 1400
Tulsa, OK  74119-3623

 Re: Helmerich & Payne, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2006
Filed December 13, 2006
  File No. 001-04221

Dear Mr. Fears:

We have reviewed your Form 10-K for the fiscal year ended September 30, 2006,
and have the following comments.  We have limited our review of your filing to those
issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
March 7, 2007 Page 2

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

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.

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.

Management’s Discussion & Analysis, page 6

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.

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.

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
March 7, 2007 Page 3

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Ryan Milne at (202)  551-3688, or Kimberly Calder at (202)
551-3701, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
July 25, 2006

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave, Suite 1400
Tulsa, Oklahoma 74119-3623

 Re: Helmerich & Payne, Inc.
  Form 10-K for Fiscal Year Ended September 30, 2005
Filed December 13, 2005
  File No. 1-4221

Dear Mr. Fears:

 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       A p r i l  S i f f o r d
       B r a n c h  C h i e f

CORRESP
1
filename1.htm

[Helmerich
& Payne, Inc. Letterhead]

July 20, 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 July 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 filed incorporating the items from the letters dated April 17,
2006, May 8, 2006 and July 17, 2006 within 10 business days of your last
letter, July 17, 2006.

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

July 20, 2006

***

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

Comment

Note 14 — Segment Information, page 58

We note your response to
comment 1 in our letter dated May 17, 2006.
We note further that it continues to appear to us that your operations
in each country meet the definition of an operating segment as defined in SFAS
131.  Your analysis in accordance with
paragraph 17 of SFAS 131 appears to indicate that aggregation may be
appropriate.  However, we remind you that
it is necessary to monitor your aggregation analysis for changes in
circumstances.  Additionally, your
disclosure in future filings should indicate that operating segments are
aggregated, as required by paragraph 26(a) of SFAS 131.  Finally, we caution you to consider the
implications that the existence of multiple operating segments may have with
respect to certain other accounting standards, such as SFAS 142 and 144.  Please acknowledge your intent to comply.

Response

We will continue to monitor our aggregation analysis
in accordance with SFAS 131 for possible changes in circumstances.  Our amended filings for September 30, 2005
and December 31, 2005, and future filings will include language, as required by
paragraph 26(a) of SFAS 131, that operating segments are aggregated.

***

 2

Securities and Exchange Commission

July 20, 2006

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.

***

Sincerely,

/s/ Douglas E. Fears

Douglas E. Fears

Vice President and

Chief Financial Officer

 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
July 17, 2006

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave, Suite 1400
Tulsa, Oklahoma 74119-3623

 Re: Helmerich & Payne, Inc.
  Form 10-K for Fiscal Year Ended September 30, 2005
Filed December 13, 2005
  Form 10-Q for Fiscal Quarters Ended December 31, 2005 and
  March 31, 2006
Filed February 7, 2006 and May 5, 2006
Response Letter Dated June 14, 2006
  File No. 1-4221

Dear Mr. Fears:

We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

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

Note 14 – Segment Information, page 58

1. We note your response to comment 1 in our letter dated May 17, 2006.  We note further that it continues to appear to us that your operations in each country meet the definition of an operating segment as defined in SFAS 131.  Your analysis in accordance with paragraph 17 of SFAS 131 appears to indicate that aggregation

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
July 17, 2006 page 2

may be appropriate.  However, we remind you that it is necessary to monitor your aggregation analysis for changes in circumstances.  Additionally, your disclosure in future filings should indicate that operating segments are aggregated, as required by paragraph 26(a) of SFAS 131.  Finally, we caution you to consider
the implications that the existence of multiple operating segments may have with respect to certain other accounting standards, such as SFAS 142 and 144.  Please acknowledge your intent to comply.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 You may contact Gary Newberry at (202) 551-3761, or Sandra Eisen at (202)
551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551- 3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

[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

 2

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

 3

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.

***

 4

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

 5

APPENDIX
A

[CONFIDENTIAL INFORMATION HAS
BEEN OMITTED             HP-58

AND FURNISHED SEPARATELY TO THE
SECURITIES

AND EXCHANGE COMMISSION]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
May 17, 2006

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave, Suite 1400
Tulsa, Oklahoma 74119-3623

 Re: Helmerich & Payne, Inc.
  Form 10-K for Fiscal Year Ended September 30, 2005
Filed December 13, 2005
  Form 10-Q for Fiscal Quarters Ended December 31, 2005 and
  March 31, 2006
Filed February 7, 2006 and May 5, 2006
Response Letter Dated May 8, 2006
  File No. 1-4221

Dear Mr. Fears:

We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

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

Note 14 – Segment Information, page 58

1. We note your response to comment 2 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.

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
May 17, 2006 page 2

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.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 You may contact Gary Newberry at (202) 551-3761, or Sandra Eisen at (202)
551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551- 3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

[H&P Letterhead]

CONFIDENTIAL TREATMENT REQUESTED BY HELMERICH & PAYNE, INC.

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

May 8, 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 28, 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 upon final resolution of the items 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

Management Discussion and Analysis of Results
of Operations and Financial Condition, page 19

1.               We note your refer to your Annual Report
to provide information required by certain items of Form 10-K. In your
amended filing, include an express statement
that the specified matter is incorporated by reference and the exhibit index
number which includes this information. Refer to Rule 12b-23, under General
Instruction C of Form 10-K.

Response

In the amended filing, we will include this
statement.

Comment

Note 14 – Segment Information, page 58

2.               We note your
response to comment 21 in our letter dated April 4, 2006. The confidential
materials that you have provided indicate that in the case of international
drilling, each country’s operations constitute a separate operating segment as
contemplated by SFAS 131, paragraph 10. As such, please provide an aggregation
analysis to us support aggregation of all or some countries based the criteria
described in SFAS 131, paragraph 17. Please note that we expect an analysis of
economic characteristics such as gross margin in addition to criteria listed in
(a) through (e) of that paragraph.

Response

As discussed in our previous response, Hans
Helmerich is considered to be the Company’s CODM. The internal report that was
provided with our last response is

2

provided to the CODM, however, this is a
broadly distributed report that is, for efficiency purposes, used for multiple
purposes by managers and employees at various organizational levels with a
wide-range of responsibilities. For example, it is distributed to 23 employees
from staff accountants up to the CODM. From a practical standpoint, rather than
generate multiple reports that includes subsets of this information, the
Company has designed this report to meet the needs of this wide group of
individuals discussed above. The information is derived from our accounting
records which must be accumulated by location for the international locations. It
is not uncommon for companies to report financial information to the CODM in
more than one way. Because this is a widely distributed report, the CODM
receives more information than is utilized by him to evaluate segment operating
results or to make decisions regarding resource allocation.

The financial information that is presented
to the Company’s Board of Directors is indicative of how the CODM evaluates the
Company’s operations for purposes of resource allocations. The fact that the historical
financial information, also provided in our previous response, presented to the
Company’s Board of Directors by the CODM does not include financial information
by country further supports that the operating segment is comprised of our
total International operations.

Another important consideration is how the
Company presents budgets and forecasts to the Board of Directors. Budgets and
forecast information that are presented to the Board of Directors on an annual
basis are based on pre-tax cash flow from our three drilling segments (U.S.
Land, U.S. Offshore, International) and our Real Estate segment. Additionally,
forecasted capital expenditures are presented to the Board for each of the
three drilling segments. We are submitting as Appendix A to this letter the
report from the September 7, 2005 Board of Directors meeting which
outlines the 2006 forecast and capital budget.

Furthermore, our International segment is
managed by one individual, Vice President of International Operations, who is
directly accountable and maintains regular contact with the Executive Vice
President of Drilling Operations, who reports directly to the CODM to discuss
results and make plans for the International segment. Additionally, when
resource allocation decisions are considered within the International segment,
the employees and rig fleet are considered a pool that can be utilized across
countries. Our experience, as demonstrated below, shows that rigs and employees
move from country to country as needed to meet demand regardless of location. For
example, in fiscal 2006, a rig was moved from Bolivia to Chile as disclosed in
our Form 10-Q for the quarter ended December 31, 2005. Additionally
in 2006, a rig that was previously deployed in Colombia was relocated to
Argentina. In 2005, a rig moved from Bolivia to Argentina.

Based upon our conclusion that our International
operations in total comprise an operating segment as contemplated under
paragraph 10 of SFAS 131, we do not believe that an aggregation analysis is
appropriate.

3

***

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,

  /S/ Douglas E. Fears

Douglas E. Fears

4

APPENDIX A

  [CONFIDENTIAL
  INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND
  EXCHANGE COMMISSION]

  HP-21 through HP-57

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010

April 28, 2006

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave, Suite 1400
Tulsa, Oklahoma 74119-3623

 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
Response Letter Dated April 17, 2006
  File No. 1-4221

Dear Mr. Fears:

We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

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

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 28, 2006 page 2

Management Discussion and Analysis of Resu lts of Operations and Financial Condition,
page 19

1. We note you refer to your Annual Report to provide information required by certain items of Form 10-K.  In your amended filing, include an express statement that the specified matter is incorporated by reference and the exhibit index number which includes this information.  Refer to Rule 12b-23, under General Instruction C of Form 10-K.

Note 14 – Segment Information, page 58

2. We note your response to comment 21 in our letter dated April 4, 2006.  The confidential materials that you have provided indicate that in the case of international drilling, each country’s operations constitute a separate operating segment as contemplated by SFAS 131, paragraph 10.  As such, please provide an aggregation analysis to us support aggregation of all or some countries based the criteria described in SFAS 131, paragraph 17.  Please note that we expect an analysis of economic characteristics such as gross margin in addition to criteria listed in (a) through (e) of that paragraph.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 You may contact Gary Newberry at (202) 551-3761, or Sandra Eisen at (202)
551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551- 3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

[H&P Letterhead]

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 4, 2006

Mr. Douglas E. Fears
Chief Financial Officer
Helmerich & Payne, Inc.
1437 S. Boulder Ave, Suite 1400
Tulsa, Oklahoma 74119-3623

 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. Fears:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 4, 2006 page 2

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 10(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.

Annual Report, exhibit 13

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.

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

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 4, 2006 page 3
understand your results of operations, as required by Regulation S-K Item 202(a)(3)(i).

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

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).

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.

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 4, 2006 page 4
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 Topic 11: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.

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

Consolidated Balance Sheets, page35

13. We note your classification of investments as non-current and the proceeds from investment sales in each of the last three years in your consolidated statements of cash flows.  Tell us why you believe the classification of investments as a non-current asset is appropriate.  We may have further comment.

Consolidated Statements of Shareholders’ Equity, page 37

14. You have disclosed here a tax benefit from stock based awards.  Tell us why you have not disclosed this item in your consolidated statement of cash flows, or in Note 4 – Income Taxes, as required by SFAS 95 and 109, respectively.

Consolidated Statements of Cash Flows, page 28

15. Please amend to remove your subtotal of changes in assets and liabilities from the operating activities section.  Subtotals not explicitly required by SFAS 95 may not be included.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies

Revenues, page 40

16. You state here that “revenues earned  . . . are deferred and recognized” over the term of the daywork contract.  We do not understand why revenues earned should be deferred.  Revise your disclosure to clarify this contradiction and more fully describe the manner by which you recognize revenues under your various drilling contracts.

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 4, 2006 page 5
17. Disclose the method you use to amortize the net direct mobilization costs incurred under your drilling contracts.  Tell us why this method is appropriate.

18. We understand that you receive, as part of your daywork drilling contracts, lump sum payments covering all or part of your mobilization costs.  However, it appears that you are earning revenues from drilling, rather than from mobilization.  Revise your revenue policy to clarify that revenues are not earned during mobilization.

Note 7 – Financial Instruments, page 49

19. We note that your investments are comprised mainly of the common stock of two publicly held companies.  Amend this footnote to disclose the fair market value of each significant common stock investment, as required by APB Opinion 18, paragraph 20(b).

Note 12 – Risk Factors

Contract Drilling Operations, page 56

20. You disclose various risks related to international drilling.  Revise this footnote to provide the disclosures required under Statement of Position 94-6, paragraph 24 with regard to the carrying amount of net assets and the geographic area in which they are located, or explain to us why you do not believe this disclosure is required.

Note 14 – Segment Information, page 58

21. Please provide to us your analysis of segments in accordance with SFAS 131.  In particular, provide us with your analysis that supports your conclusion that your drilling business includes just three operating segments.  It appears to us that each of your rigs may constitute an operating segment, as contemplated by SFAS 131, paragraph 10, which may be appropriately aggregated in accordance with subsequent guidance.  Include in your response your internal management reports as of September 30, 2005, as provided to your chief operation decision maker and your board of directors.

Exhibits 31.1 and 31.2, Certifications of Chief Executive and Chief Financial Officer

22. We note that the wording of your certifications does not conform to the requirements as specified in Financial Release 33-8238.  Please provide the correctly worded certifications.  The title of your certifying officer and the name

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 4, 2006 page 6
of the company should not be included in the introductory line.  Please include the name of the company in paragraph 1.

Form 10-Q for the Quarter Ending December 31, 2005

23. Revise the accounting and disclosures in your interim report on Form 10-Q as necessary to comply with all applicable comments written on your annual report on Form 10-K.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging 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, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Douglas E. Fears
Helmerich & Payne, Inc.
April 4, 2006 page 7
 You may contact Gary Newberry at (202) 551-3761, or Sandra Eisen at (202)
551-3864 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551- 3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f