Helmerich & Payne, Inc. — Director's Dealing 2007

Sep 5, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HELMERICH & PAYNE INC (HP)
CIK: 0000046765
Period of Report: 2007-09-04

Reporting Person: RUST EDWARD B JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-09-04	Phantom Stock	$	A	2.895	Acquired		Common Stock (2.895)	Direct

Footnotes

F1: Phantom shares relate to the Helmerich & Payne, Inc. Director Deferred Compensation Plan.

F2: 1-for-1.

F3: The shares of phantom stock become payable, in cash only, at the election of the reporting person either (1) in a lump sump payable no later than 60 days following the termination of the reporting person's service as a director or (2) in annual installments for a period of 'x' years (not to exceed 10).