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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-4221

HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 73-0679879
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

UTICA AT TWENTY-FIRST STREET, 74114
TULSA, OKLAHOMA (Zip code)
(Address of principal executive offices)

Registrant's telephone number, including area code (918) 742-5531

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------

Common Stock ($0.10 par value) New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ ]

At December 15, 1997, the aggregate market value of the voting stock held
by non-affiliates was $1,517,678,164.

Number of shares of common stock outstanding at December 15, 1997:
50,264,394.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Annual Report to Shareholders for the fiscal year ended September 30,
1997 -- Parts I, II, and IV.

(2) Proxy Statement for Annual Meeting of Security Holders to be held March 4,
1998 -- Part III.
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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

Annual Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Fiscal Year Ended September 30, 1997

PART I

Item 1. BUSINESS

Helmerich & Payne, Inc. (the "Registrant"), incorporated under the
laws of the State of Delaware on February 3, 1940, and successor to a business
originally organized in 1920, is engaged primarily in the exploration, produc-
tion, and sale of crude oil and natural gas and in contract drilling of oil and
gas wells for others.

These activities account for the major portion of its operating
revenues. The Registrant is also engaged in the ownership, development, and
operation of commercial real estate.

The Registrant is organized into three separate autonomous operating
divisions being contract drilling; oil and gas exploration, production and
natural gas marketing; and real estate. While there is a limited amount of
intercompany activity, each division operates essentially independently of the
others. Each of the divisions, except exploration and production, conducts
their respective business through wholly owned subsidiaries. Operating
decentralization is balanced by a centralized finance division, which handles

all accounting, data processing, budgeting, insurance, cash management, and
related activities.

Most of the Registrant's current exploration efforts are concentrated
in Louisiana, Oklahoma, Texas, and the Hugoton Field of western Kansas. The
Registrant also explores from time to time in the Rocky Mountain area, New
Mexico, Alabama, Florida, Michigan, and Mississippi. Substantially all of the
Registrant's gas production is sold to and resold by its marketing subsidiary.
This subsidiary also purchases gas from unaffiliated third parties for resale.

The Registrant's domestic contract drilling is conducted primarily in
Oklahoma, Texas, and Louisiana, and offshore from platforms in the Gulf of
Mexico and offshore California. The Registrant has also operated during fiscal
1997 in five international locations: Venezuela, Ecuador, Colombia, Peru, and
Bolivia.

The Registrant's real estate investments are located in Tulsa,
Oklahoma, where the Registrant has its executive offices.

CONTRACT DRILLING

The Registrant believes that it is one of the major land and offshore
platform drilling contractors in the western hemisphere. Operating principally
in North and South America, the Registrant specializes in deep drilling in
major gas producing basins of the United States and in drilling for oil and gas
in remote international areas. For its international operations, the Registrant
also constructs and operates rigs which are transportable by helicopter. In the
United States, the Registrant draws its customers primarily from the major oil
companies and the larger independents. The Registrant also drills for its own
oil and gas division. In South America, the Registrant's current customers

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include the Venezuelan state petroleum companies and major international oil
companies.

British Petroleum Company, P.L.C., including its affiliates, ("BP") is
the Registrant's largest single customer. The Registrant performs drilling
services for BP, both domestically and internationally. Each drilling rig
operates under a separate contract. The Registrant believes that its
relationship with BP is good. Revenues from drilling services performed for BP
in fiscal 1997 accounted for approximately 17% of the Registrant's consolidated
revenues for the same period.

The Registrant provides drilling equipment, personnel, and camps for
others on a contract basis for exploration and development of onshore areas and
for development from fixed platforms in offshore areas. Each of the drilling
rigs consists of engines, drawworks, a mast, pumps, blowout preventers, a
drillstring, and related equipment. The intended well depth and the drilling
site conditions are the principal factors that determine the size and type of
rig most suitable for a particular drilling job. A land drilling rig may be
moved from location to location without modification to the rig. Conversely, a
platform rig is specifically designed to perform drilling operations upon a
particular platform. While a platform rig may be moved from its original
platform, significant expense is incurred to modify a platform rig for
operation on each subsequent platform. A helicopter rig is one that can be
disassembled into component part loads of approximately 4,000 pounds and
transported to remote locations by helicopter, cargo plane, or other means.

The Registrant's workover rigs are equipped with engines, drawworks, a
mast, pumps, and blowout preventers. A workover rig is used to complete a new

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well after the hole has been drilled by a drilling rig, and to remedy various
downhole problems that occur in producing wells.

The Registrant's drilling contracts are obtained through competitive
bidding or as a result of negotiations with customers, and sometimes cover
multi-well and multi-year projects. Most of the contracts are performed on a
"daywork" basis, under which the Registrant charges a fixed rate per day, with
the price determined by the location, depth, and complexity of the well to be
drilled, operating conditions, the duration of the contract, and the
competitive forces of the market. The Registrant has previously performed
contracts on a combination "footage" and "daywork" basis, under which the
Registrant charged a fixed rate per foot of hole drilled to a stated depth,
usually no deeper than 15,000 feet, and a fixed rate per day for the remainder
of the hole. Contracts performed on a "footage" basis involve a greater element
of risk to the contractor than do contracts performed on a "daywork" basis.
Also, the Registrant has previously accepted "turnkey" contracts under which
the Registrant charges a fixed sum to deliver a hole to a stated depth and
agrees to furnish services such as testing, coring, and casing the hole which
are not normally done on a "footage" basis. "Turnkey" contracts entail varying
degrees of risk greater than the usual "footage" contract. Registrant has not
accepted a "footage" or "turnkey" contract during fiscal 1997. The Registrant
believes that under current market conditions "footage" and "turnkey" contract
rates do not adequately compensate contractors for the added risks. The
duration of the Registrant's drilling contracts are "well-to-well" or for a
fixed term. "Well-to-well" contracts are cancelable at the option of either
party upon the completion of drilling at any one site. Fixed-term contracts
customarily

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provide for termination at the election of the customer, with an "early
termination payment" to be paid to the contractor if a contract is terminated
prior to the expiration of the fixed term.

While current fixed term contracts are for one to three year periods,
some fixed term and well-to-well contracts are expected to be continued for
longer periods than the original terms, although the contracting parties have
no legal obligation to extend the contracts. Contracts generally contain
renewal or extension provisions exercisable at the option of the customer at
prices mutually agreeable to the Registrant and the customer, and in most
instances provide for additional payments for mobilization and demobilization.
Contracts for work in foreign countries generally provide for payment in United
States dollars, except for amounts required to meet local expenses. However,
government owned petroleum companies are more frequently requesting that a
greater proportion of these payments be made in local currencies. See
Regulations and Hazards, page I-8.

Domestic Drilling

The Registrant believes it is a major land and offshore platform
drilling contractor in the domestic market. At the end of September, 1997, the
Registrant had all 38 (29 land rigs and 9 platform rigs) of its rigs operating
in the United States and had management contracts for three operator owned rigs
in offshore California.

During 1997, major modifications and upgrades were undertaken on three
land drilling rigs and construction started on six mobile land drilling rigs.
Offshore, one new tension leg platform rig (TLP) and one new self-moving minimum
space rig began operations for a major oil company in the Gulf of Mexico. The

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same major oil company awarded a three-year term drilling contract to
Registrant for another TLP rig that is scheduled to commence drilling in fall
of 1998. The TLP rig allows drilling operations to be conducted in much deeper
water than traditional fixed platforms. The self-moving minimum space rig is
designed to be moved without the use of expensive derrick barges.

During fiscal 1997, one platform rig was transferred from domestic
operations to Venezuela. The Registrant retired three platform rigs, one in the
Gulf of Mexico and two offshore California.

International Drilling

The Registrant's international drilling operations began in 1958 with
the acquisition of the Sinclair Oil Company's drilling rigs in Venezuela.
Helmerich & Payne de Venezuela, C.A., a wholly owned subsidiary of the
Registrant, is one of the leading drilling contractors in Venezuela. Beginning
in 1972, with the introduction of its first helicopter rig, the Registrant
expanded into other Latin American countries.

Venezuelan operations continue to be a significant part of the
Registrant's operations. The Registrant presently owns and operates 21 drilling
rigs in Venezuela. The Registrant had a utilization rate of 93% for these rigs
during fiscal 1997. The Registrant worked for all three government owned
producing companies in Venezuela (Corpoven, Maraven and Lagoven) during the
fiscal year ended September 30, 1997. Collectively, revenues from these three
producing companies accounted for approximately 12% of the Registrant's con-
solidated revenues during fiscal 1997. Although the Registrant believes its
relationship with such producing companies is good, the loss of this business
could have an adverse effect on Registrant.

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The Venezuelan government, in early 1996, permitted foreign
exploration and production companies to acquire rights to explore for and
produce oil and gas in Venezuela. Registrant has performed contract drilling
services in Venezuela for four independent oil companies during fiscal 1997.

The Registrant presently owns and operates ten drilling rigs in
Colombia. The Registrant's utilization rate for such rigs was 99% during fiscal
1997. During fiscal 1997 the revenue generated by Colombian drilling operations
contributed approximately 15% of the Registrant's consolidated revenues.

In addition to its operations in Venezuela and Colombia, the
Registrant in fiscal 1997 owned and operated three rigs in Ecuador, one rig in
Peru, and one rig in Bolivia. In Ecuador, Peru, and Bolivia, the contracts are
with large international oil companies.

During 1997, one land/helicopter rig was moved from Bolivia to Peru
for work with a major oil company. Also, Registrant purchased three land rigs
from a Bolivian drilling company. The three rigs are currently located in
southern Bolivia. One small workover/drilling rig was retired in Venezuela
during fiscal 1997.

One platform rig was transferred from domestic operations to Venezuela
for a major international oil company. In October of 1997, the same oil company
awarded the Registrant a contract for a 3,000-horsepower helicopter rig to
begin operations in May of 1998.

Drilling operations commenced during 1997 on a joint venture platform
rig in Australia. The rig is owned 50% by the Registrant and 50% by
Registrant's equity affiliate, Atwood Oceanics, Inc.

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Competition

The contract drilling business is highly competitive. Competition in
contract drilling involves such factors as price, rig availability, efficiency,
condition of equipment, reputation, and customer relations. Competition is
primarily on a regional basis and may vary significantly by region at any
particular time. Land drilling rigs can be readily moved from one region to
another in response to changes in levels of activity, and an oversupply of rigs
in any region may result.

Although many contracts for drilling services are awarded based solely
on price, the Registrant has been successful in establishing long-term
relationships with certain customers which have allowed the Registrant to
secure drilling work even though the Registrant may not have been the lowest
bidder for such work. The Registrant has continued to attempt to differentiate
its services based upon its engineering design expertise, operational
efficiency, safety and environmental awareness.

Regulations and Hazards

The drilling operations of the Registrant are subject to the many
hazards inherent in the business, including blowouts and well fires, which
could cause personal injury, suspend drilling operations, seriously damage or
destroy the equipment involved, and cause substantial damage to producing
formations and the surrounding areas.

The Registrant believes that it has adequate insurance coverage for
comprehensive general liability, public liability, property damage (including
insurance against loss by fire and storm, blowout, and cratering risks),
workers compensation and employer's liability. No insurance is carried against
loss

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of earnings or business interruption. The Registrant is unable to obtain
significant amounts of insurance to cover risks of underground reservoir
damage; however, the Registrant is generally indemnified under its drilling
contracts from this risk. The Registrant's present insurance coverage has been
contracted through fiscal 1998. However, in view of conditions generally in the
liability insurance industry, no assurance can be given that the Registrant's
present coverage will not be cancelled during fiscal 1998 nor that insurance
coverage will continue to be available at rates considered reasonable.

International operations are subject to certain political, economic,
and other uncertainties not encountered in domestic operations, including risks
of expropriation of equipment as well as expropriation of a particular oil
company operator's property and drilling rights, taxation policies, foreign
exchange restrictions, currency rate fluctuations, and general hazards
associated with foreign sovereignty over certain areas in which operations are
conducted. There can be no assurance that there will not be changes in local
laws, regulations, and administrative requirements or the interpretation
thereof, any of which changes could have a material adverse effect on the
profitability of the Registrant's operations or on the ability of the
Registrant to continue operations in certain areas. Because of the impact of
local laws, in certain areas the Registrant's operations may, in the future, be
conducted through entities in which local citizens own interests and through
entities (including joint ventures) in which the Registrant holds only a
minority interest, or pursuant to arrangements under which the Registrant
conducts operations under contract to local entities. While the Registrant
believes that neither operating through such entities or pursuant to such
arrangements nor the

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restructuring of existing operations along such lines would have a material
adverse effect on the Registrant's operations or revenues, there can be no
assurance that the Registrant will in all cases be able to structure or
restructure its operations to conform to local law (or the administration
thereof) on terms acceptable to the Registrant. The Registrant further attempts
to minimize the potential impact of such risks by operating in more than one
geographical area and by attempting to obtain indemnification from operators
against expropriation, nationalization, and deprivation.

During fiscal 1997, approximately 34% of the Registrant's consolidated
revenues were generated from international contract drilling operations. Over
94% of the international revenues were from Venezuela, Colombia, and Ecuador.
Exposure to potential losses from currency devaluation is minimal in the
countries of Colombia and Ecuador. In those countries, all receivables and
payments are currently in U.S. dollars. Cash balances are kept at a minimum
which assists in reducing exposure.

In Venezuela, approximately 50% of the Registrant's invoice billings
are in U.S. dollars and the other 50% are in the local currency, the bolivar.
The Registrant is exposed to risks of currency devaluation in Venezuela as a
result of bolivar receivable balances and necessary bolivar cash balances. In
1994, the Venezuelan government established a fixed exchange rate in hopes of
stemming economic problems caused by a high rate of inflation. During the first
week of December, 1995, the government established a new exchange rate,
resulting in further devaluation of the bolivar. In April of 1996, the bolivar
was again devalued when the government decided to abolish its fixed rate policy
and to allow a floating market exchange rate. During fiscal 1997, the
Registrant

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experienced losses of approximately US$579,000 as a result of the devaluation
of the bolivar; however, the Registrant is unable to predict future
devaluation.

During the mid-1970s, the Venezuelan government nationalized the
exploration and production business. At the present time it appears the
Venezuelan government will not nationalize the contract drilling business. Any
such nationalization could result in Registrant's loss of all or a portion of
its assets and business in Venezuela.

Many aspects of the Registrant's operations are subject to government
regulation, including those relating to drilling practices and methods and the
level of taxation. In addition, various countries (including the United States)
have environmental regulations which affect drilling operations. Drilling
contractors may be liable for damages resulting from pollution. Under United
States regulations, drilling contractors must establish financial
responsibility to cover potential liability for pollution of offshore waters.
Generally, the Registrant is indemnified under drilling contracts from
environmental damages, except in certain cases of surface pollution, but the
enforceability of indemnification provisions in foreign countries may be
questionable.

The Registrant believes that it is in substantial compliance with all
legislation and regulations affecting its operations in the drilling of oil and
gas wells and in controlling the discharge of wastes. To date, compliance has
not materially affected the capital expenditures, earnings, or competitive
position of the Registrant, although these measures may add to the costs of
operating drilling equipment in some instances. Further legislation or
regulation may reasonably be anticipated, and the effect thereof on operations
cannot be predicted.

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OIL AND GAS DIVISION

The Registrant engages in the origination of prospects; the
identification, acquisition, exploration, and development of prospective and
proved oil and gas properties; the production and sale of crude oil,
condensate, and natural gas; and the marketing of natural gas. The Registrant
considers itself a medium-sized independent producer. All of the Registrant's
oil and gas operations are conducted in the United States.

Most of the Registrant's current exploration and drilling effort is
concentrated in Oklahoma, Kansas, Texas, and Louisiana. The Registrant also
explores from time to time in New Mexico, Alabama, Florida, Michigan,
Mississippi, and the Rocky Mountain area.

The Registrant's exploration and production division includes
geographical exploitation teams comprised of geological, engineering, and land
personnel who primarily develop in-house oil and gas prospects as well as
review a limited number of outside prospects and acquisitions for their
respective geographical areas. The Registrant believes that this structure
allows each team to gain greater expertise in its respective geographical area
and reduces risk in the development of prospects.

The Registrant's Mountain Front area in western Oklahoma contained the
most significant discoveries in both 1996 and 1997. The Rocky East Prospect,
since its discovery in May of 1996, has produced 10.3 BCF and is currently
producing approximately 15,000 mcf of gas per day. Twelve miles east of the
Rocky East Prospect, the Registrant was involved, during fiscal 1997, in the
discovery of the Kiowa Flats Field with current participation in nine gross
wells. Working interests in the Kiowa Flats Field have ranged from 11% to 100%

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in all wells drilled, and current daily gas production is 19,000 mcf. The
Registrant owns 7,271 net acres in 13,760 gross acres in the Mountain Front
area, of which 3,520 net acres have been developed.

During fiscal 1997, the Registrant participated in several wells
drilled in the Masters Creek and Artillery Range area of the Austin Chalk in
Louisiana. Total expenditures for drilling and completion costs in this area
for fiscal 1997 were $5,702,162, and total revenues were $6,605,175. Individual
well results have been mixed with estimated recoverable oil reserves ranging
from minimal to over 1 million barrels. The Registrant is continuing its
analysis of each well proposal in the area, with potential expenditures for the
area of $5,000,000 to $10,000,000 during fiscal 1998. During 1997, the
Registrant was a working interest owner in two wells in the Austin Chalk which
suffered blowouts. Almost all of Registrant's share of the costs of well
control and site clean-up was covered by its insurance. In addition, Helmerich
& Payne Energy Services, Inc., a wholly owned subsidiary of Registrant, has
participated with a five percent (5%) working interest in the joint venture
gathering system and processing plant for the area. Total expenditures, for
fiscal 1997, for Helmerich & Payne Energy Services, Inc. in this area was
$2,642,356.

The Registrant, in December of 1997, signed a non-binding letter of
intent with a large independent oil company to sell all of Registrant's oil and
gas interests in the Austin Chalk in Louisiana. This sale is subject to the
negotiation and execution of a mutually acceptable purchase and sale agreement.

The Registrant's exploration and development program has covered a
range of prospects, from shallow "bread and butter" programs to deep expensive,
high risk/high return wells. During fiscal 1997, the Registrant participated in
78

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development and/or wildcat wells, which resulted in new discoveries of
approximately 25.8 bcf of gas and 419,795 barrels of oil and condensate. The
Registrant participated in 22 additional development wells, which resulted in
the development of approximately 5.4 bcf of gas and 19,700 barrels of oil and
condensate which was previously classified as proved undeveloped or proved
developed nonproducing reserves. A total of $37,464,000 was spent in the
Registrant's exploration and development program during fiscal 1997. This
figure includes $1,194,447 of geophysical expense, but is exclusive of
expenditures for acreage and acquisitions of proved oil and gas reserves. The
Registrant's total company-wide acquisition cost for acreage in fiscal 1997 was
approximately $8,358,000.

The Registrant spent $47,272 for the acquisition of proved oil and gas
reserves during fiscal 1997. In addition, the Registrant sold 63 properties for
$3,051,306. The reserves associated with these sales were approximately 548,000
mcf of natural gas and 189,875 barrels of crude oil.

The Registrant's fiscal 1998 exploration and production budget of
approximately $48,165,000 is 15% greater than its actual exploration and
production expenditures in fiscal 1997.

Market for Oil and Gas

The Registrant does not refine any of its production. The availability
of a ready market for such production depends upon a number of factors,
including the availability of other domestic production, price, crude oil
imports, the proximity and capacity of oil and gas pipelines, and general
fluctuations in supply and demand. The Registrant does not anticipate any
unusual difficulty in contracting to sell its production of crude oil and

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natural gas to purchasers and end-users at prevailing market prices and under
arrangements that are usual and customary in the industry. The Registrant and
Helmerich & Payne Energy Services, Inc. have successfully developed markets
with end-users, local distribution companies, and natural gas brokers for gas
produced from successful wildcat wells or development wells. The Registrant is
of the opinion that the supply/demand for natural gas is reaching a state of
equilibrium, thereby increasing the overall natural gas prices to higher floor
levels. In addition, this new equilibrium appears to have increased price
volatility. Short-term pricing will continue to depend on the stability of the
supply/demand balance. This balance will continue to be affected by seasonal
demands (both heating and cooling loads), and the utilization of storage
throughout the United States. Long term pricing will obviously react to short
term factors as discussed above, as well as other causes affecting
supply/demand. Other causes affecting supply/demand imbalances may be federal
regulation of the market; large quantities of developed gas reserves in Canada
(and subsequent pipeline expansions) and Mexico available for export by
pipelines to the United States; fuel switching between fuel oil and natural
gas; development of coalbed methane; and development of large quantities of
liquefied natural gas in Trinidad and Tobago and Africa available for export to
the United States.

Historically, the Registrant has had no long-term sales contracts for
its crude oil and condensate production. The Registrant continues its practice
of contracting for the sale of its Kansas and Oklahoma and portions of its west
Texas crude oil for terms of six to twelve months in an attempt to assure
itself of higher than posted prices for such crude oil production.

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Competition

The Registrant competes with numerous other companies and individuals
in the acquisition of oil and gas properties and the marketing of oil and gas.
The Registrant believes that it should continue to prepare for increased
exploration activity without committing to a definite drilling timetable
involving large expenditures. The Registrant also believes that the competition
for the acquisition of gas producing properties will continue. Due to the
recent increase in oil and gas prices and considering the Registrant's
conservative acquisition strategy, the Registrant believes that it may be
unable to acquire significant proved developed producing reserves. However, the
Registrant intends to continue its review of properties in areas where the
Registrant has expertise. The Registrant's competitors include major oil
companies, other independent oil companies, and individuals, many of whom have
financial resources, staffs, and facilities substantially larger than those of
the Registrant. The effect of these competitive factors on the Registrant
cannot be predicted with certainty.

The Registrant intends to continue to pursue the purchase of proven
producing properties and to avail itself of the opportunities for drilling and
development.

Title to Oil and Gas Properties

The Registrant undertakes title examination and performs curative work
at the time properties are acquired. The Registrant believes that title to its
oil and gas properties is generally good and defensible in accordance with
standards acceptable in the industry.

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Oil and gas properties in general are subject to customary royalty
interests contracted for in connection with the acquisitions of title, liens
incident to operating agreements, liens for current taxes, and other burdens
and minor encumbrances, easements, and restrictions. The Registrant believes
that the existence of such burdens will not materially detract from the general
value of its leasehold interests.

Governmental Regulation in the Oil and Gas Industry

The Registrant's domestic operations are affected from time to time in
varying degrees by political developments and federal and state laws and
regulations. In particular, oil and gas production operations and economics are
affected by price control, tax, and other laws relating to the petroleum
industry; by changes in such laws; and by constantly changing administrative
regulations. Most states in which the Registrant conducts or may conduct oil and
gas activities regulate the production and sale of oil and natural gas,
including regulation of the size of drilling and spacing units or proration
units, the density of wells which may be drilled, and the unitization or pooling
of oil and gas properties. In addition, state conservation laws establish
maximum rates of production from oil and natural gas wells, generally prohibit
the venting or flaring of natural gas, and impose certain requirements regarding
the ratability of production. The effect of these regulations is to limit the
amounts of oil and natural gas the Registrant can produce from its wells, and to
limit the number of wells or locations at which the Registrant can drill. In
addition, legislation affecting the natural gas and oil industry is under
constant review. Inasmuch as such laws and regulations are frequently expanded,
amended, or reinterpreted, the Registrant is unable to predict the future cost

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or impact of complying with such regulations. The Registrant believes that
compliance with existing federal, state and local laws, rules and regulations
will not have a material adverse effect upon its capital expenditures, earnings
or competitive position.

Regulatory Controls

Historically, the transportation and sale for resale of natural gas in
interstate commerce have been regulated under the Natural Gas Act ("NGA") and
the Natural Gas Policy Act of 1978 ("NGPA") and the regulations promulgated
thereunder.

The Natural Gas Wellhead Decontrol Act of 1989 amended both the price
and non-price decontrol provisions of the NGPA for the purpose of providing
complete decontrol of first sales of natural gas by January 1, 1993. The
Registrant believes that substantially all of its gas is decontrolled.

Commencing in April, 1992, the Federal Energy Regulatory Commission
("FERC") issued Order 636, Order 636-A, and Order 636-B (collectively, "Order
636") which requires interstate pipelines to provide transportation unbundled
from their sales of gas. Also, such pipelines must provide open-access
transportation on a basis that is equal for all gas supplies. Although Order
636 has provided the Registrant with additional market access and more fairly
applied transportation service rates, it has also subjected the Registrant to
more restrictive pipeline imbalance tolerances and greater penalties for
violation of those tolerances. Order 636 and certain related proceedings were
the subject of an appeal to the United States Court of Appeals for the District
of Columbia Circuit. Last year, that court largely upheld the order. Because
further review of certain of these orders is still possible and other appeals

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in individual pipeline proceedings and related dockets remain pending, it is
difficult for the Registrant to predict what effect, if any, the ultimate
outcome of these regulatory and judicial review proceedings will have on the
FERC's open-access regulations or the Registrant's operations. Assuming that
Order 636 is largely upheld, the Registrant believes that it will benefit from
the provisions of such Order.

The FERC has announced its intention to re-examine certain of its
transportation-related policies, including a statement of policy and request
for comments concerning alternatives to cost-based rates for interstate gas
transportation. Several interstate pipelines have obtained authorization from
FERC to charge negotiated rates as one such alternative. In addition, in
February, 1997, the FERC announced a broad inquiry into issues facing the
natural gas industry to assist the FERC in establishing regulatory goals and
priorities in the post-Order 636 environment. While any resulting FERC action
would affect the Registrant only indirectly, these inquiries are intended to
further enhance competition in the natural gas markets.

Under the NGA, natural gas gathering facilities are exempt from FERC
jurisdiction. The Registrant believes that its gathering systems meet the
traditional tests that the FERC has used to establish a pipeline's status as a
gatherer. In recent years, the FERC has slightly narrowed its statutory tests
for establishing gathering status. A number of states have either enacted new
laws or are considering the adequacy of existing laws affecting gathering rates
and/or services. For example, in May, 1997, Kansas enacted new gathering
oversight legislation that, among other matters, requires reporting of
gathering prices and authorizes the Kansas Corporation Commission ("KCC") to
oversee open

I - 19

access on gathering systems to assure it is just, reasonable, and
non-discriminatory. Thus, natural gas gathering may receive greater regulatory
scrutiny by state agencies. In addition, the FERC has approved several
transfers by interstate pipelines of gathering facilities to unregulated
gathering companies, including affiliates. This could allow such companies to
compete more effectively with independent gatherers. It is not possible at this
time to predict the ultimate effect of the policy, although it could affect
access to and rates charged for interstate gathering services. However, the
Registrant does not presently believe the status of its facilities would be
materially affected by modification to the statutory criteria.

On February 2, 1994, the KCC issued an order which modified allowables
applicable to wells within the Hugoton Gas Field so that those proration units
upon which infill wells had been drilled would be assigned a larger allowable
than those units without infill wells. As a consequence of this order, the
Registrant has drilled 106 infill wells and believes that it will be necessary
in fiscal 1998 to drill an additional 23 infill wells at a total estimated cost
of $2,200,000.

The FERC, in September of 1997, ordered that ad valorem tax levied by
the State of Kansas is not a severance tax within the meaning of Section 110 of
the NGPA. Therefore, to the extent that first sellers collected revenues in
excess of the maximum lawful price, as a result of Kansas ad valorem tax
reimbursement, then first sellers would be required to make refunds to the
pipeline which purchased the gas, with interest at the FERC-prescribed rate for
excess revenues received, based on tax bills rendered during the period October
4, 1983 through June 28, 1988. The refunds are to be paid within 180 days after
September 10,

I - 20

1997. Based upon statements received from interstate pipelines, Registrant
presently estimates its refund obligation to approximate $6.7 million,
comprised of approximately $2.7 million of ad valorem tax reimbursement and
approximately $4 million of interest. While Registrant does not expect the tax
reimbursement amount to increase, it intends to continue to review the pipeline
statements for accuracy and seek reduction of such refund amount, if possible.
The FERC, on November 10, 1997, granted rehearing of its September 1997 order
for the purpose of further consideration of this matter. The final FERC order
could be subject to appeal to the United States Court of Appeals. In addition,
Senate Bill 1388 has been introduced in the United States Senate to prevent
penalties or interest from being assessed on any Kansas ad valorem tax refund
under the September 1997 order. The final outcome of this matter cannot be
predicted at this time.

Additional proposals and proceedings that might affect the oil and gas
industry are pending before the Congress, the FERC, and the courts. The
Registrant cannot predict when or whether any such proposals may become
effective. In the past, the natural gas industry has been very heavily
regulated. There is no assurance that the current regulatory approach pursued
by the FERC will continue. Notwithstanding the foregoing, it is anticipated
that compliance with existing federal, state and local laws, rules and
regulations will not have a material adverse effect upon the capital
expenditures, earnings or competitive position of the Registrant.

Federal Income Taxation

The Registrant's oil and gas operations, and the petroleum industry in
general, are affected by certain federal income tax laws. The Registrant has
considered the effects of such federal income tax laws on its operations and

I - 21

does not anticipate that there will be any material impact on the capital
expenditures, earnings or competitive position of the Registrant.

Environmental Laws

The Registrant's activities are subject to existing federal and state
laws and regulations governing environmental quality and pollution control.
Such laws and regulations may substantially increase the costs of exploring,
developing, or producing oil and gas and may prevent or delay the commencement
or continuation of a given operation. In the opinion of the Registrant's
management, its operations substantially comply with applicable environmental
legislation and regulations. The Registrant believes that compliance with
existing federal, state, and local laws, rules, and regulations regulating the
discharge of materials into the environment or otherwise relating to the
protection of the environment will not have any material effect upon the
capital expenditures, earnings, or competitive position of the Registrant.

Natural Gas Marketing

Helmerich & Payne Energy Services, Inc., ("HPESI") continues into its
ninth year of business with emphasis on the purchase and marketing of the
Registrant's natural gas production. In addition, HPESI purchases third-party
gas for resale and provides compression, gathering services and processing for
a fee. During fiscal year 1997, HPESI's sales of third-party gas constituted
approximately 13.4% of the Registrant's consolidated revenues.

HPESI sells natural gas to markets in the Midwest and Rocky Mountain
areas. Term gas sales contracts are for varied periods ranging from three
months to seven years. However, recent contracts have tended toward shorter
terms. The remainder of the Registrant's gas is sold under spot market

I - 22

contracts having a duration of 30 days or less. For fiscal 1998, HPESI's term
gas sales contracts provide for the sale of approximately 6 bcf of gas. HPESI
presently intends to fulfill such term sales contracts with a portion of the
gas reserves purchased from the Registrant as well as from its purchases of
third-party gas. See pages I-14 through I-23 regarding the market, competition,
and regulation of natural gas.

REAL ESTATE OPERATIONS

The Registrant's real estate operations are conducted exclusively
within the metropolitan area of Tulsa, Oklahoma. Its major holding is Utica
Square Shopping Center, consisting of fifteen separate buildings, with parking
and other common facilities covering an area of approximately 30 acres.
Fourteen of these buildings provide approximately 405,709 square feet of net
leasable retail sales and storage space (96% of which is currently leased) and
approximately 18,590 square feet of net leasable general office space (99% of
which is currently leased). Approximately 24% of the general office space is
occupied by the Registrant's real estate operations. The fifteenth building is
an eight-story medical office building which provides approximately 76,379
square feet of net leasable medical office space (76% of which is currently
leased). The Registrant has a two-level parking garage located in the southwest
corner of Utica Square that can accommodate approximately 250 cars.

At the end of the 1997 fiscal year the Registrant owned 18 of a total
of 73 units in The Yorktown, a 16-story luxury residential condominium with
approximately 150,940 square feet of living area located on a six-acre tract
adjacent to Utica Square Shopping Center. Sixteen of the Registrant's units are
currently leased.

I - 23

The Registrant owns an eight-story office building located diagonally
across the street from Utica Square Shopping Center, containing approximately
87,000 square feet of net leasable general office and retail space. This
building houses the Registrant's principal executive offices. Approximately 11%
of this building was leased to third parties during fiscal 1997. During the
second quarter of fiscal 1998, Registrant intends to lease approximately 29,000
square feet of office space in Tulsa. The Registrant's oil and gas division
will be relocated to such offices. The vacated space will be used to
accommodate the growth of the remaining segments of Registrant's businesses.

The Registrant is also engaged in the business of leasing multi-tenant
warehouse space. Three warehouses known as Space Center, each containing
approximately 165,000 square feet of net leasable space, are situated in the
southeast part of Tulsa at the intersection of two major limited-access
highways. Present occupancy is 98%. The Registrant also owns approximately 1
1/2 acres of undeveloped land lying adjacent to such warehouses.

The Registrant received approximately $530,000 for its sale of an
unimproved 15-acre tract of land to the City of Tulsa. This tract is located in
a high-growth area of southeast Tulsa known as Southpark. After the sale,
Registrant owned approximately 255 acres in Southpark consisting of
approximately 242 acres of undeveloped real estate and approximately 13 acres
of multi-tenant warehouse area. The warehouse area is known as Space Center
East and consists of two warehouses, one containing approximately 90,000 square
feet and the other containing approximately 112,500 square feet. Occupancy has
remained at 100%. The Registrant believes that a high quality office park, with

I - 24

peripheral commercial, office/warehouse, and hotel sites, is the best
development use for the remaining land.

The Registrant also owns a five-building complex called Tandem
Business Park. The project is located adjacent to and east of the Space Center
East facility and contains approximately six acres, with approximately 88,084
square feet of office/warehouse space. Occupancy has increased from 79% to 93%
during fiscal 1997 due primarily to the addition of several new tenants. The
Registrant also owns a twelve-building complex, consisting of approximately
204,600 square feet of office/warehouse space, called Tulsa Business Park. The
project is located south of the Space Center facility, separated by a city
street, and contains approximately 12 acres. Occupancy is currently at 88%.

The Registrant also owns two service center properties located
adjacent to arterial streets in south central Tulsa. The first, called Maxim
Center, consists of one office/warehouse building containing approximately
40,800 square feet and located on approximately 2.5 acres. Occupancy is
currently 86%. The second, called Maxim Place, consists of one office/warehouse
building containing approximately 33,750 square feet and located on
approximately 2.25 acres. During fiscal 1997, occupancy remained at 81%.

FINANCIAL

Information relating to Revenue and Income by Business Segments may be
found on page 9 of the Registrant's Annual Report to Shareholders for fiscal
1997, which is incorporated herein by reference.

I - 25

EMPLOYEES

The Registrant had 1,838 employees within the United States (14 of
which were part-time employees) and 1,789 employees in international operations
as of September 30, 1997.

Item 2. PROPERTIES

CONTRACT DRILLING

The following table sets forth certain information concerning the
Registrant's domestic drilling rigs as of September 30, 1997:

I - 26

Rig Registrant's Optimum Working Present
Designation Classification Depth in Feet Location
- ----------- -------------- ------------- --------

110 Medium Depth 12,000 Texas
141 Medium Depth 14,000 Texas
142 Medium Depth 14,000 Texas
143 Medium Depth 14,000 Texas
145 Medium Depth 14,000 Texas
157 Deep 26,000 Texas
95 Medium Depth 16,000 Texas
96 Medium Depth 16,000 Oklahoma
118 Medium Depth 16,000 Texas
119 Medium Depth 16,000 Texas
120 Medium Depth 16,000 Texas
147 Medium Depth 16,000 Texas
154 Medium Depth 16,000 Texas
155 Medium Depth 14,000 Texas
79 Deep 20,000 Louisiana
80 Deep 20,000 Oklahoma
89 Deep 20,000 Texas
92 Deep 20,000 Oklahoma
94 Deep 20,000 Texas
98 Deep 20,000 Oklahoma
122 Deep 26,000 Texas
97 Deep 26,000 Texas
99 Deep 26,000 Texas
137 Deep 26,000 Texas
149 Deep 26,000 Louisiana
162 Deep 20,000 Texas
72 Very Deep 30,000 Louisiana
73 Very Deep 30,000 Louisiana
161 Very Deep 30,000 Louisiana
104 Medium Depth 16,000 * Offshore California
108 Medium Depth 16,000 * Gulf of Mexico
105 Deep 20,000 * Gulf of Mexico
202 Deep 20,000 * Gulf of Mexico
203 Deep 20,000 * Gulf of Mexico
100 Deep 26,000 * Gulf of Mexico
106 Deep 26,000 * Gulf of Mexico
107 Deep 26,000 * Gulf of Mexico
201 Deep 26,000 * Gulf of Mexico

* Offshore platform rig

I - 27

The following table sets forth information with respect to the
utilization of the Registrant's domestic drilling rigs for the periods
indicated:

Years ended September 30,
-------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----

Number of rigs owned at end of
period 42 47 41 41 38
Average rig utilization rate
during period (1) 53% 69% 71% 82% 88%

(1) A rig is considered to be utilized when it is operated or being moved,
assembled, or dismantled under contract.

The following table sets forth certain information concerning the
Registrant's international drilling rigs as of September 30, 1997:

Rig Registrant's Optimum Working Present
Designation Classification Depth in Feet Location
----------- -------------- ------------- --------

14 Workover/drilling 6,000 Venezuela
19 Workover/drilling 6,000 Venezuela
20 Workover/drilling 6,000 Venezuela
140 Medium Depth 10,000 Venezuela
158 Medium Depth 10,000 Venezuela
159 Medium Depth 12,000 Venezuela
132 Medium Depth 16,000 Ecuador
171 Medium Depth 16,000 Bolivia
172 Medium Depth 16,000 Bolivia
156 Medium Depth 14,000 Venezuela
22 Deep (helicopter rig) 18,000 Peru
23 Deep (helicopter rig) 18,000 Ecuador
91 Deep 20,000 Venezuela (Offshore)
121 Deep 20,000 Colombia
173 Deep 20,000 Bolivia
45 Deep 26,000 Venezuela
82 Deep 26,000 Venezuela
83 Deep 26,000 Venezuela
117 Deep 26,000 Venezuela
123 Deep 26,000 Bolivia
138 Deep 26,000 Ecuador
148 Deep 26,000 Venezuela
160 Deep 26,000 Venezuela
115 Very Deep 30,000 Venezuela
116 Very Deep 30,000 Venezuela
125 Very Deep 30,000 Colombia
113 Very Deep 30,000 Venezuela
128 Very Deep 30,000 Venezuela

I - 28

Rig Registrant's Optimum Working Present
Designation Classification Depth in Feet Location
----------- -------------- ------------- --------

129 Very Deep 30,000 Venezuela
133 Very Deep 30,000 Colombia
134 Very Deep 30,000 Colombia
127 Very Deep 30,000 Venezuela
135 Very Deep 30,000 Colombia
136 Very Deep 30,000 Colombia
150 Very Deep 30,000 Venezuela
151 Very Deep 30,000 Colombia
152 Super Deep 30,000+ Colombia
153 Super Deep 30,000+ Colombia
139 Super Deep 30,000+ Colombia

The following table sets forth information with respect to the
utilization of the Registrant's international drilling rigs for the periods
indicated:

Years ended September 30,
-------------------------
1993 1994 1995 1996 1997
---- ---- ---- ---- ----

Number of rigs owned at end of
period 29 29 35 36 39
Average rig utilization rate
during period (1) 68% 88% 84% 85% 91%

(1) A rig is considered to be utilized when it is operated or being moved,
assembled, or dismantled under contract.

OIL AND GAS DIVISION

All of the Registrant's oil and gas operations and holdings are
domestic.

Crude Oil Sales

The Registrant's net sales of crude oil and condensate for the fiscal
years 1995 through 1997 are shown below:

Average Sales Average Lifting
Year Net Barrels Price per Barrel Cost per Barrel
---- ----------- ---------------- ---------------

1995 808,058 $16.37 $7.86
1996 809,571 $19.00 $7.90
1997 985,633 $20.77 $6.98

I - 29

Natural Gas Sales

The Registrant's net sales of natural and casinghead gas for the three
fiscal years 1995 through 1997 are as follows:

Average Sales Average Lifting
Year Net Mcf Price per Mcf Cost per Mcf
---- ------- ------------- ---------------

1995 26,421,434 $1.27 $0.3640
1996 34,535,184 $1.75 $0.3292
1997 40,463,374 $2.23 $0.3213

Following is a summary of the net wells drilled by the Registrant for
the fiscal years ended September 30, 1995, 1996, and 1997:

Exploratory Wells Development Wells
----------------- -----------------
1995 1996 1997 1995 1996 1997
---- ---- ---- ---- ---- ----

Productive 0.7 4.448 0.5 20.7695 23.625 39.2391
Dry 2.596 5.250 8.4588 3.2867 2.000 1.1362

On September 30, 1997, the Registrant was in the process of drilling
or completing eight gross or 0.979 net wells.

I - 30

Acreage Holdings

The Registrant's holdings of acreage under oil and gas leases, as of
September 30, 1997, were as follows:

Developed Acreage Undeveloped Acreage
----------------- -------------------
Gross Net Gross Net
----- --- ----- ---

Arkansas 3,068.23 1,725.11 -0- -0-
Colorado -0- -0- 320.00 160.00
Kansas 119,663.07 83,643.73 31,179.49 27,587.51
Louisiana 14,273.31 3,937.01 115,028.09 31,674.31
Michigan -0- -0- 15,206.16 15,130.88
Mississippi -0- -0- 0.83 0.10
Montana 2,037.19 381.54 3,508.95 751.17
Nebraska 480.00 168.00 -0- -0-
Nevada -0- -0- 36,312.67 27,634.51
New Mexico 960.00 54.86 161.88 38.85
North Dakota 200.00 11.52 -0- -0-
Oklahoma 134,088.88 50,758.54 32,803.77 19,953.74
Texas 84,637.01 41,343.60 19,041.00 12,325.96
Wyoming -0- -0- 1,075.00 185.92
---------- ---------- ---------- ----------
Total 359,407.69 182,023.91 254,637.84 135,442.95

Acreage is held under leases which expire in the absence of production
at the end of a prescribed primary term, and is, therefore, subject to
fluctuation from year to year as new leases are acquired, old leases expire,
and other leases are allowed to terminate by failure to pay annual delay
rentals.

Productive Wells

The Registrant's total gross and net productive wells as of September
30, 1997, were as follows:

Oil Wells Gas Wells
--------- ---------
Gross Net Gross Net
----- --- ----- ---

3,142 182 912 410

Additional information required by this item with respect to the
Registrant's oil and gas operations may be found on pages I-12 through I-23 of

I - 31

Item 1. BUSINESS, and pages 21 through 30 of the Registrant's Annual Report to
Shareholders for fiscal 1997, "Notes to Consolidated Financial Statements" and
"Note 12 Supplementary Financial Information for Oil and Gas Producing
Activities."

Estimates of oil and gas reserves, future net revenues, and present
value of future net revenues were audited by Lee Keeling and Associates, Inc.,
15 East 5th Street, Suite 3500, Tulsa, Oklahoma 74103. Total oil and gas
reserve estimates do not differ by more than 5% from the total reserve
estimates filed with any other federal authority or agency.

REAL ESTATE OPERATIONS

See Item 1. BUSINESS, pages I-23 through I-25.

STOCK

As of December 15, 1997:

The Registrant owned 300,000 shares of the common stock of Sun
Company, Inc., and 329,053 shares of the Sun Company, Inc. preferred series
"A". The Registrant owned 500,000 shares of Oryx Energy Company, Inc.

The Registrant owned 3,200,000 shares of the common stock of Atwood
Oceanics, Inc., a Houston, Texas based company engaged in offshore contract
drilling. The Registrant's ownership of Atwood is approximately 24%.

The Registrant owned 1,480,000 shares of the common stock of
Schlumberger, Ltd.

The Registrant owned 240,000 shares of the common stock of Phillips
Petroleum Company, Inc.

The Registrant owned 1,400,000 shares of the common stock of
Occidental Petroleum Corporation, Inc.

I - 32

The Registrant owned 400,000 shares of the common stock of Banc One
Corporation, which purchased Liberty Bancorp, Inc. during fiscal 1997.

The Registrant owned 225,000 shares of the common stock of ONEOK INC.

The Registrant also owned lesser holdings in several other publicly
traded corporations.

Item 3. LEGAL PROCEEDINGS

There are no material legal proceedings pending against the Registrant.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names and ages of the Registrant's
executive officers, together with all positions and offices held with the
Registrant by such executive officers. Officers are elected to serve until the
meeting of the Board of Directors following the next Annual Meeting of
Stockholders and until their successors have been elected and have qualified or
until their earlier resignation or removal.

I - 33

W. H. Helmerich, III, 74 Director since 1949; Chairman of the Board
Chairman of the Board since 1960

Hans Helmerich, 39 Director since 1987; President and Chief
President Executive Officer since 1989

George S. Dotson, 56 Director since 1990; Vice President, Drilling,
Vice President since 1977 and President and Chief Operating
Officer of Helmerich & Payne International
Drilling Co. since 1977

Douglas E. Fears, 48 Vice President, Finance, since 1988
Vice President

Steven R. Mackey, 46 Secretary since 1990; Vice President and
Vice President and General Counsel since 1988
Secretary

Steven R. Shaw, 46 Vice President, Production, since 1985; Vice
Vice President President, Exploration and Production, since
1996

Gordon K. Helm, 44 Chief Accounting Officer of the Registrant;
Controller Controller since December 10, 1993; and
Manager of Internal Audit from September 13,
1991 to December 9, 1993

I - 34

36
PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS

The information provided in this Item 5 has been restated to reflect
the Registrant's December 15, 1997 2-for-1 common stock split.

The principal market on which the Registrant's common stock is traded
is the New York Stock Exchange. The high and low sale prices per share for the
common stock for each quarterly period during the past two fiscal years as
reported in the NYSE - Composite Transaction quotations follow:

1996 1997
---- ----
Quarter High Low High Low
------- ---- --- ---- ---

First 15.06 12.25 27.56 21.94
Second 17.25 13.50 27.44 21.00
Third 19.13 16.50 29.63 21.81
Fourth 21.81 17.38 40.00 29.47

The Registrant paid quarterly cash dividends during the past two years
as shown in the following table:

Paid per Share Total Payment
-------------- -------------
Fiscal Fiscal
------ ------
Quarter 1996 1997 1996 1997
------- ---- ---- ---- ----

First $0.0625 $0.065 $3,095,578 $3,239,007
Second 0.0625 0.065 3,100,568 3,239,892
Third 0.0625 0.065 3,104,724 3,242,952
Fourth 0.0650 0.065 3,229,596 3,248,275

The Registrant paid a cash dividend of $0.065 per share on December 1,
1997, to shareholders of record on November 14, 1997. Payment of future
dividends will depend on earnings and other factors.

II - 1

As of December 15, 1997, there were 1,467 record holders of the
Registrant's common stock as listed by the transfer agent's records.

Item 6. SELECTED FINANCIAL DATA

The information provided in this Item 6 has been restated to reflect
the Registrant's December 15, 1997 2-for-1 common stock split.

Five-year Summary of Selected Financial Data

1993 1994 1995 1996 1997
---- ---- ---- ---- ----

Sales, operating,
and other revenues $ 300,723 $ 310,152 $ 306,721 $ 393,255 $ 517,859

Income from con-
tinuing operations 22,158 17,108 5,788 45,426 84,186

Income from con-
tinuing operations
per common share 0.46 0.35 0.12 0.92 1.69

Total assets 610,935 621,689 707,061 821,914 1,033,595

Long-term debt 3,600 -0- -0- -0- -0-

Cash dividends
declared per
common share 0.24 0.245 0.25 0.255 0.26

The Five-year Summary of Selected Financial Data described above
excludes results of Natural Gas Odorizing, Inc. ("NGO") operations. Registrant,
on August 30, 1996, sold its wholly-owned subsidiary, NGO, to Occidental
Petroleum Corporation.

II - 2

The following Five-year Summary of Selected Financial Data includes
only the results of NGO operations.

Five-year Summary of Selected Financial Data for NGO

1993 1994 1995 1996 1997
---- ---- ---- ---- ----

Sales, operating,
and other revenues $14,374 $18,849 $19,055 $19,540 $ -0-

Income from discon-
tinued operations 2,392 3,863 3,963 3,090 -0-

Income from discon-
tinued operations
per common share 0.05 0.08 0.08 0.06 -0-

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Information required by this item may be found on pages 10 through 15,
Management's Discussion & Analysis of Results of Operations and Financial
Condition, in the Registrant's Annual Report to Shareholders for fiscal 1997,
which is incorporated herein by reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item may be found on pages 16 through 30
in the Registrant's Annual Report to Shareholders for fiscal 1997, which is
incorporated herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

II - 3

39
PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required under this item with respect to Directors and with
respect to delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated by reference from the Registrant's definitive Proxy Statement for
the Annual Meeting of Stockholders to be held March 4, 1998, to be filed with
the Commission not later than 120 days after September 30, 1997. See pages I-33
through I-34 for information covering the Registrant's Executive Officers.

Item 11. EXECUTIVE COMPENSATION

This information is incorporated by reference from the Registrant's
definitive Proxy Statement for the Annual Meeting of Stockholders to be held
March 4, 1998, to be filed with the Commission not later than 120 days after
September 30, 1997.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

III - 1

40
PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Document List

1. The financial statements called for by Item 8 are
incorporated herein by reference from the Registrant's Annual
Report to Shareholders for fiscal 1997.

2. Exhibits required by Item 601 of Regulation S-K:

Exhibit Number:

3.1 Restated Certificate of Incorporation and Amendment
to Restated Certificate of Incorporation of the
Registrant are incorporated herein by reference to
Registrant's Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996.

3.2 By-Laws of the Registrant are incorporated herein by
reference to Registrant's Annual Report on Form 10-K
to the Securities and Exchange Commission for fiscal
1996.

4.1 Rights Agreement dated as of January 8, 1996,
between the Registrant and The Liberty National Bank
and Trust Company of Oklahoma City, N.A. is
incorporated herein by reference to the Registrant's
Form 8-A, dated January 17, 1996.

* 10.1 Incentive Stock Option Plan is incorporated herein
by reference to Exhibit 4.2 to the Registrant's
Registration Statement No. 33-16771 on Form S-8.

* 10.2 Form of Incentive Stock Option Plan Stock Option
Contract for the Incentive Stock Option Plan is
incorporated herein by reference to Registrant's
Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1996.

* 10.3 Consulting Services Agreement between W. H.
Helmerich, III, and the Registrant effective January
1, 1990, as amended is incorporated herein by
reference to Registrant's Annual Report on Form 10-K
to the Securities and Exchange Commission for fiscal
1996.

- -----------------------

* Compensatory Plan or Arrangement.

IV-1

* 10.4 Restricted Stock Plan for Senior Executives of
Helmerich & Payne, Inc. is incorporated herein by
reference to Registrant's Annual Report on Form 10-K
to the Securities and Exchange Commission for fiscal
1996.

* 10.5 Form of Restricted Stock Award Agreement for the
Restricted Stock Plan for Senior Executives of
Helmerich & Payne, Inc., together with all
amendments thereto is incorporated herein by
reference to Registrant's Annual Report on Form 10-K
to the Securities and Exchange Commission for fiscal
1996.

* 10.6 Supplemental Retirement Income Plan for Salaried
Employees of Helmerich & Payne, Inc. is incorporated
herein by reference to Registrant's Annual Report on
Form 10-K to the Securities and Exchange Commission
for fiscal 1996.

* 10.7 Helmerich & Payne, Inc. 1990 Stock Option Plan is
incorporated herein by reference to Registrant's
Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1996.

* 10.8 Form of Nonqualified Stock Option Agreement for the
1990 Stock Option Plan is incorporated by reference
to Exhibit 99.2 to the Registrant's Registration
Statement No. 33-55239 on Form S-8, dated August 24,
1994.

* 10.9 Supplemental Savings Plan for Salaried Employees of
Helmerich and Payne, Inc., is incorporated herein by
reference from Registrant's Annual Report on Form
10-K to the Securities and Exchange Commission for
fiscal 1993.

* 10.10 Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated herein by reference to Registrant's
Registration Statement No. 333-34939 on Form S-8
dated September 4, 1997.

* 10.11 Form of Nonqualified Stock Option Agreement for
Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement on Form S-8
dated September 4, 1997.

* 10.12 Form of Restricted Stock Agreement for Helmerich &
Payne, Inc. 1996 Stock Incentive Plan.

- -----------------------

* Compensatory Plan or Arrangement.

IV-2

* 10.13 Helmerich & Payne, Inc. Non-Employee Directors Stock
Compensation Plan is hereby incorporated by
reference to Exhibit "B" of Registrant's Proxy
Statement dated January 27, 1997.

13. The Registrant's Annual Report to Shareholders for
fiscal 1997.

22. Subsidiaries of the Registrant.

23.1 Consent of Independent Auditors.

27. Financial Data Schedule.

(b) Report on Form 8-K

None.

- -----------------------

* Compensatory Plan or Arrangement.

IV-3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized:

HELMERICH & PAYNE, INC.

By /s/ Hans Helmerich
------------------------------
Hans Helmerich, President
(Chief Executive Officer)
Date: December 19, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

By /s/ William L. Armstrong By /s/ Glenn A. Cox
------------------------------ --------------------------------
William L. Armstrong, Director Glenn A. Cox, Director
Date: December 19, 1997 Date: December 19, 1997

By /s/ George S. Dotson By /s/ Hans Helmerich
------------------------------ --------------------------------
George S. Dotson, Director Hans Helmerich, Director and CEO
Date: December 19, 1997 Date: December 19, 1997

By /s/ W. H. Helmerich, III By /s/ L. F. Rooney, III
------------------------------ --------------------------------
W. H. Helmerich, III, Director L. F. Rooney, III, Director
Date: December 19, 1997 Date: December 19, 1997

By /s/ Edward B. Rust, Jr. By /s/ George A. Schaefer
------------------------------ --------------------------------
Edward B. Rust, Jr., Director George A. Schaefer, Director
Date: December 19, 1997 Date: December 19, 1997

By /s/ John D. Zeglis By /s/ Douglas E. Fears
------------------------------ --------------------------------
John D. Zeglis, Director Douglas E. Fears
Date: December 19, 1997 (Principal Financial Officer)
Date: December 19, 1997

By /s/ Gordon K. Helm
------------------------------
Gordon K. Helm, Controller
(Principal Accounting Officer)
Date: December 19, 1997

44
Index to Exhibits

Exhibit
Number Description
------- -----------

3.2 By-Laws of the Registrant are incorporated herein by
reference to Registrant's Annual Report on Form 10-K
to the Securities and Exchange Commission for fiscal
1996.

* 10.1 Incentive Stock Option Plan is incorporated herein
by reference to Exhibit 4.2 to the Registrant's
Registration Statement No. 33-16771 on Form S-8.

- -----------------------

* Compensatory Plan or Arrangement.

* 10.7 Helmerich & Payne, Inc. 1990 Stock Option Plan is
incorporated herein by reference to Registrant's
Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1996.

* 10.10 Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated herein by reference to Registrant's
Registration Statement No. 333-34939 on Form S-8 dated
September 4, 1997.

* 10.12 Form of Restricted Stock Agreement for Helmerich &
Payne, Inc. 1996 Stock Incentive Plan.

- -----------------------

* Compensatory Plan or Arrangement.

* 10.13 Helmerich & Payne, Inc. Non-Employee Directors Stock
Compensation Plan is hereby incorporated by
reference to Exhibit "B" of Registrant's Proxy
Statement dated January 27, 1997.

13. The Registrant's Annual Report to Shareholders for
fiscal 1997.

22. Subsidiaries of the Registrant.

23.1 Consent of Independent Auditors.

27. Financial Data Schedule.