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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(Print or Type Responses)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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