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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1. Name and Address of Reporting Person * ROONEY L F III   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1437 S. BOULDER AVE., SUITE 1400 3. Date of Earliest Transaction (Month/Day/Year) 12/21/2012 (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) Code V Amount (A) or (D) Price Common Stock 12/21/2012   M   2,800 A $ 12.08 10,158 D   Common Stock 12/21/2012   M   1,316 A $ 13.055 11,474 D   Common Stock 12/21/2012   M   4,208 A $ 16.01 15,682 D   Common Stock 12/21/2012   M   4,122 A $ 21.065 19,804 D   Common Stock 12/21/2012   M   2,349 A $ 38.015 22,153 D   Common Stock 12/21/2012   M   1,902 A $ 47.935 24,055 D   Common Stock               58,000 I Shares held by Manhanttan Finance LP Common Stock               8,000 I Shares held by Rooney Family Investments, Ltd

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 12.08

12/21/2012

M

2,800

12/03/2003

12/03/2013

Common Stock

2,800

$ 0

0

D

Stock Option (right to buy)

$ 13.055

12/21/2012

M

1,316

09/01/2004

09/01/2014

Common Stock

1,316

$ 0

0

D

Stock Option (right to buy)

$ 16.01

12/21/2012

M

4,208

12/01/2004

12/01/2014

Common Stock

4,208

$ 0

0

D

Stock Option (right to buy)

$ 21.065

12/21/2012

M

4,122

12/02/2008

12/02/2018

Common Stock

4,122

$ 0

0

D

Stock Option (right to buy)

$ 38.015

12/21/2012

M

2,349

12/01/2009

12/01/2019

Common Stock

2,349

$ 0

0

D

Stock Option (right to buy)

$ 47.935

12/21/2012

M

1,902

12/07/2010

12/07/2020

Common Stock

1,902

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROONEY L F III 1437 S. BOULDER AVE., SUITE 1400 TULSA, OK 74119	X

Signatures

Jonathan M. Cinocca, by Power of Attorney for Francis Rooney		12/21/2012
**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).

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