SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HELMERICH HANS
(Last) (First) (Middle)
1437 SOUTH BOULDER AVE.
(Street)
TULSA OK 74119
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HELMERICH & PAYNE INC [ HP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/12/2008 M 236,520 A $6.6398 770,690 D(1)
Common Stock 06/12/2008 F 110,954 D $66.33 659,736 D(1)
Common Stock 06/13/2008 S 1,100 D $66.82 658,636 D(1)
Common Stock 06/13/2008 S 300 D $66.77 658,336 D(1)
Common Stock 06/13/2008 S 500 D $66.76 657,836 D(1)
Common Stock 06/13/2008 S 200 D $66.7525 657,636 D(1)
Common Stock 06/13/2008 S 400 D $66.75 657,236 D(1)
Common Stock 06/13/2008 S 500 D $66.745 656,736 D(1)
Common Stock 06/13/2008 S 800 D $66.74 655,936 D(1)
Common Stock 06/13/2008 S 300 D $66.7325 655,636 D(1)
Common Stock 06/13/2008 S 200 D $66.73 655,436 D(1)
Common Stock 06/13/2008 S 1,100 D $66.72 654,336 D(1)
Common Stock 06/13/2008 S 100 D $66.71 654,236 D(1)
Common Stock 06/13/2008 S 2,422 D $66.7 651,814 D(1)
Common Stock 06/13/2008 S 100 D $66.685 651,714 D(1)
Common Stock 06/13/2008 S 1,900 D $66.68 649,814 D(1)
Common Stock 06/13/2008 S 2,800 D $66.67 647,014 D(1)
Common Stock 06/13/2008 S 400 D $66.6675 646,614 D(1)
Common Stock 06/13/2008 S 4,393 D $66.66 642,221 D(1)
Common Stock 06/13/2008 S 385 D $66.65 641,836 D(1)
Common Stock 06/13/2008 S 1,000 D $66.62 640,836 D(1)
Common Stock 06/13/2008 S 789 D $66.6 640,047 D(1)
Common Stock 06/13/2008 S 300 D $66.59 639,747 D(1)
Common Stock 06/13/2008 S 100 D $66.58 639,647 D(1)
Common Stock 06/13/2008 S 211 D $66.57 639,436 D(1)
Common Stock 06/13/2008 S 100 D $66.56 639,336 D(1)
Common Stock 06/13/2008 S 700 D $66.55 638,636 D(1)
Common Stock 06/13/2008 S 200 D $66.54 638,436 D(1)
Common Stock 06/13/2008 S 1,400 D $66.53 637,036 D(1)
Common Stock 06/13/2008 S 1,400 D $66.52 635,636 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $6.3975 06/12/2008 M 236,520 12/02/1999(2) 12/02/2008 Common Stock 236,520 $0.00 0 D
Explanation of Responses:
1. The amount of securities reported following the transaction includes the following: 21,628 shares held indirectly in the reporting person's 401(k) account; 33,600 shares held indirectly as trustee for various accounts where beneficial ownership is denied; and 36,245 shares held indirectly -- benefical ownership is denied as such shares are owned directly by the reporting person's spouse.
2. The options were granted under the Helmerich & Payne, Inc. 1996 Stock Incentive Plan on 12/2/98. The options vested over four years in 25% increments. The noted dated represents the first date options vested.
Remarks:
This Form 4 is part 1 of 2 (part 2 to be filed hereafter).
/s/ Jonathan M. Cinocca, by Power of Attorney for Hans Helmerich 06/16/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.