Edgar Filing: HELMERICH & PAYNE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LINDSAY JOHN W

2. Issuer Name and Ticker or Trading Symbol
HELMERICH & PAYNE INC [HP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec. VP - Drilling Subsidiary

(Last)

(First)

(Middle)

1437 SOUTH BOULDER AVE., SUITE 1400

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2008

(Street)

TULSA, OK 74119

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2008		M		18,652	A	$ 11.3318	72,945	D ⁽¹⁾
Common Stock	06/04/2008		S		1,100	D	$ 64.11	71,845	D ⁽¹⁾
Common Stock	06/04/2008		S		800	D	$ 64.1	71,045	D ⁽¹⁾
Common Stock	06/04/2008		S		100	D	$ 64.06	70,945	D ⁽¹⁾
Common Stock	06/04/2008		S		800	D	$ 64.04	70,145	D ⁽¹⁾
Common Stock	06/04/2008		S		1,100	D	$ 64.03	69,045	D ⁽¹⁾
Common Stock	06/04/2008		S		400	D	$ 64.02	68,645	D ⁽¹⁾
Common Stock	06/04/2008		S		2,200	D	$ 64	66,445	D ⁽¹⁾
Common Stock	06/04/2008		S		2,500	D	$ 64.0016	63,945	D ⁽¹⁾
Common Stock	06/04/2008		S		500	D	$ 64.05	63,445	D ⁽¹⁾
Common Stock	06/04/2008		S		200	D	$ 64.01	63,245	D ⁽¹⁾
Common Stock	06/04/2008		S		3,920	D	$ 64	59,325	D ⁽¹⁾
Common Stock	06/04/2008		S		600	D	$ 63.97	58,725	D ⁽¹⁾
Common Stock	06/04/2008		S		1,132	D	$ 63.93	57,593	D ⁽¹⁾
Common Stock	06/04/2008		S		500	D	$ 63.95	57,093	D ⁽¹⁾
Common Stock	06/04/2008		S		100	D	$ 63.92	56,993	D ⁽¹⁾
Common Stock	06/04/2008		S		2,700	D	$ 63.9432	54,293	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 11.3318

06/04/2008

18,652

12/05/2002⁽²⁾

12/05/2011

Common Stock

18,652

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LINDSAY JOHN W 1437 SOUTH BOULDER AVE., SUITE 1400 TULSA, OK 74119			Exec. VP - Drilling Subsidiary

Signatures

Jonathan M. Cinocca, by Power of Attorney for John W. Lindsay		06/06/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 9,293 shares held indirectly in the reporting person's 401(k) account.
(2)	The options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/05/01 at an exercise price of $29.78, becoming $22.6636 post-spinoff and, finally $11.3318 post stock-split in July of 2006. The options vested over 4 years in 25% increments. The noted date represents the first date options vested and became exercisable.

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