SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report: January 23, 2002



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



Delaware                              1-4221                     73-0679879
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(State or other                 (Commission File              (I.R.S. Employer
jurisdiction of                      Number)                   Identification
incorporation)                                                     Number)


Utica at Twenty-first Street, Tulsa, Oklahoma                   74114
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


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


                                       N/A
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          (Former name or former address, if changed since last report)





Item 9.  Other Events.

         On January 23, 2002, Helmerich & Payne, Inc. issued the following press
release:

         "Tulsa, OK - Helmerich & Payne, Inc. reported net income of $15,604,000
         ($0.31 per share, on a diluted basis) from revenues of $174,147,000 for
         the first quarter of fiscal year 2002, compared with net income of
         $33,840,000 ($0.67 per share, on a diluted basis) from revenues of
         $192,550,000 during the first quarter of 2001. 'A combination of warm
         weather and weak industrial demand has negatively impacted natural gas
         prices,' Company President and CEO, Hans Helmerich stated. 'Similarly,
         slumping economies worldwide have dampened oil markets. We believe the
         resulting downturn in oilfield service demand we are experiencing now
         will be short-lived. Assuming just modest improvement in overall
         economic conditions, reduced activity levels in the oil patch will
         result in reducing supply imbalances.'

         Contract Drilling

         Total first quarter Contract Drilling operating profit of $31,693,000,
         although up by 29% from last year's first quarter, was down from the
         $48,860,000 recorded during last year's fourth quarter ended September
         30, 2001. First quarter average U.S. land rig revenue per day of
         $14,192 was up 29% compared to last year's first quarter, but declined
         13% from last year's fourth quarter average of $16,386 per day. U. S.
         land rig utilization remained relatively strong at 89% for this year's
         first quarter, compared with 93% during last year's first quarter, and
         100% during last year's fourth quarter.

         U.S. offshore platform rig performance remained steady with 100%
         utilization during the first quarter for the Company's ten platform
         rigs. Platform rig utilizations were 92% during last year's first
         quarter and 100% for last year's fourth quarter. Average revenue per
         day was up by 15% from last year's first quarter and flat compared to
         last year's fourth quarter.

         The Company's international contract drilling operating profit
         declined, compared with both the first quarter of last year and the
         previous quarter. Rig utilization for international operations averaged
         55% for this year's first quarter, 53% during the first quarter of
         FY2001, and 62%



                                        2





         for the fourth quarter of FY2001. Operating profit continued its
         decline in Colombia with only one rig working there during the first
         quarter, compared with four working during last year's first quarter
         and three working during the previous quarter. First quarter operating
         profit also suffered due to approximately $1,950,000 of rig moving
         expenses recognized during the quarter.

         Additionally, the Company took a pre-tax charge of $1,200,000 for
         losses due to devaluation of the Argentina peso. As recent news has
         indicated, there is significant uncertainty regarding economic, banking
         and currency stability in Argentina at this time. Should the economic
         situation there continue to decline, the Company could be exposed for
         up to an additional $4 to $5 million of losses during this fiscal year
         due to currency devaluation. The Company currently has two rigs located
         in Argentina, one of which is working with almost a year remaining
         under contract. The other rig is contracted for approximately 90 more
         days of work.

         As previously announced, the Company is currently engaged in its
         FlexRig III construction program wherein a total of 25 new rigs will be
         built over the next two years. Originally, it was anticipated that 15
         of the 25 rigs would be completed during FY2002. Currently, the number
         of rigs to be completed during this fiscal year has been reduced to
         ten, primarily due to delays in steel shipments. Therefore, this year's
         capital expenditure estimate for the Contract Drilling Division has
         been reduced from $340 million to $300 million.

         Oil and Gas Division

         Operating profit for the Oil and Gas Division was down substantially
         from previous quarters due to declines in oil and natural gas prices, a
         decline in natural gas production volume, and increased producing
         property impairment charges. Natural gas prices averaged $2.05 per mcf
         during this year's first quarter, compared with $4.73 per mcf during
         last year's first quarter and $2.66 during last year's fourth quarter.
         Natural gas production volumes averaged 109.3 mmcf per day during this
         year's first quarter, compared with 116.5 mmcf per day during last
         year's first quarter and 112.1 mmcf per day during last year's fourth
         quarter.



                                        3




         Oil prices declined to $18.97 per barrel during the first quarter, from
         $31.44 during last year's first quarter, and $25.33 during last year's
         fourth quarter of FY2001. Oil production volumes averaged 2,132 barrels
         per day for the first quarter, compared with 2,429 barrels per day
         during last year's first quarter and 2,060 barrels per day during last
         year's fourth quarter.

         Dry hole, abandonment, geophysical, and other exploration expense
         totaled $7,672,000 for this year's first quarter, compared with
         $15,531,000 during last year's first quarter, and $11,102,000 during
         last year's fourth quarter. Non-cash impairment charges of $5,425,000
         were recorded during this year's first quarter, compared with
         $4,459,000 recorded during last year's fourth quarter. There were no
         impairment charges recorded during last year's first quarter.
         Additionally, the Company charged $900,000 to its reserve for bad debts
         in connection with anticipated uncollectible receivables from Enron
         Corp.

         As previously announced, an investment banking firm is currently
         assisting the Company in its effort to establish the Oil and Gas
         Division as a separate public entity and to potentially expand that
         operation through some sort of combination. The Company is currently
         holding serious discussions and negotiations toward that end. Although
         hopeful of consummating a deal within the next 30 to 45 days, there is
         no assurance that an agreement will be reached.

         Outlook

         Given a more severe decline in U.S. land rig dayrates than previously
         anticipated, and lower oil and gas prices, the Company has revised
         downward its guidance for FY2002 earnings. Assumptions for new guidance
         are averages for the remaining three-quarters of the Company's fiscal
         year ending September 30, 2002. Assumptions used, among others, include
         average U.S. land rig dayrates of $10,660, average natural gas wellhead
         prices of $2.00 per mcf, and $20.00 per barrel average oil prices.
         Assumptions for production volume averages are 98 mmcf per day for
         natural gas and 1,850 barrels per day for oil. Rig utilization
         assumptions for the next three quarters are 81% for U.S. land, 88% for
         U.S. offshore platform, and 55% for international.

         Given these major assumptions, plus other variables, total net income
         for the Company for the remaining three quarters is estimated to range
         from



                                        4





         $0.60 to $0.70 per share, bringing total estimated income for FY2002 to
         $0.91 to $1.01 per share.

         Helmerich & Payne, Inc.'s conference call/webcast is scheduled for this
         afternoon at 3:30 EST (2:30 CST). To listen, go to
         www.videonewswire.com/HELMERICHPAYNE/012302/. If you are unable to
         participate during the live webcast, the call will be archived for 60
         days on the website www.prnewswire.com.

         Effective the quarter ending December 31, 2001, the Company has
         discontinued the printing and distribution of its quarterly report. The
         financial statements previously found in the quarterly report are now
         available under the investor relations section of the Company's web
         site at http://www.hpinc.com or by mail upon request.

         Helmerich & Payne, Inc. (HP/NYSE) is an energy-oriented company engaged
         in contract drilling and oil and gas exploration and production.
         Currently, H&P has 54 U.S. land rigs, ten U.S. platform rigs located in
         the Gulf of Mexico, and 33 rigs located in South America. Additionally,
         the Company has two offshore platform rigs under construction, four
         land rigs being modified and upgraded, and plans for construction of 25
         FlexRigs to be completed over the next 18 to 24 months.

         The information contained within this announcement is forward looking
         and involves risks and uncertainties that could significantly impact
         expected results. A discussion of these risks and uncertainties is
         contained in the Company's Form 10-K filed with the Securities and
         Exchange Commission on December 27, 2001."



                                        5



                             HELMERICH & PAYNE, INC.
                                    UNAUDITED
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)





                                                      12/31/01         09/30/01
                                                     ----------       ----------

                                                                
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS:
 Total current assets                                $   267,601       $   331,412
 Investments                                             230,057           200,286
 Net property, plant, and equipment                      860,684           818,404
 Other assets                                             13,489            14,405
                                                     -----------       -----------

TOTAL ASSETS                                         $ 1,371,831       $ 1,364,507
                                                     ===========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
 Total current liabilities                           $    79,837       $   121,221
 Total noncurrent liabilities                            185,983           166,809
 Long-term debt                                           50,000            50,000
 Total Shareholders' Equity                            1,056,011         1,026,477
                                                     -----------       -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $ 1,371,831       $ 1,364,507
                                                     ===========       ===========






                                                          THREE MONTHS ENDED
                                                              DECEMBER 31
                                                         2001             2000
                                                       --------         --------
                                                                  
CONSOLIDATED STATEMENTS OF INCOME
REVENUES:

 Sales and other operating revenues                    $ 172,797       $ 189,748
 Income from investments                                   1,350           2,802
                                                       ---------       ---------
                                                         174,147         192,550
                                                       ---------       ---------
COST AND EXPENSES:
 Operating costs                                         102,331          94,046
 Depreciation, depletion and amortization                 26,993          17,978
 Dry holes and abandonments                                5,812          12,044
 Taxes, other than income taxes                            8,959           8,868
 General and administrative                                4,568           3,567
 Interest                                                    374             607
                                                       ---------       ---------
                                                         149,037         137,110
                                                       ---------       ---------

INCOME BEFORE INCOME TAXES AND EQUITY
IN INCOME OF AFFILIATES                                   25,110          55,440

INCOME TAX EXPENSE                                        10,598          22,035

EQUITY IN INCOME OF AFFILIATES,
 net of income taxes                                       1,092             435
                                                       ---------       ---------

NET INCOME                                             $  15,604       $  33,840
                                                       =========       =========

EARNINGS PER COMMON SHARE:
 Basic                                                 $    0.31       $    0.68
 Diluted                                               $    0.31       $    0.67

Average common shares outstanding:
 Basic                                                    49,736          49,818
 Diluted                                                  50,078          50,431




                                        6




                             HELMERICH & PAYNE, INC.
                                    UNAUDITED
                                 (IN THOUSANDS)





                                                     FY 2002          FY 2001
                                                    FIRST QTR.       FIRST QTR.
                                                      ENDED            ENDED
                                                     12/31/01         12/31/00
                                                     ---------        ---------

                                                                
FINANCIAL RESULTS - LINES OF BUSINESS

SALES AND OTHER REVENUES:

    Contract Drilling - Domestic                     $  92,123        $  62,294
    Contract Drilling - International                   39,053           38,691
                                                     ---------        ---------
      Total Contract Drilling Division                 131,176          100,985
                                                     ---------        ---------

    Exploration and Production                          24,791           57,728
    Natural Gas Marketing                               14,321           28,679
                                                     ---------        ---------
      Total Oil and Gas Division                        39,112           86,407
                                                     ---------        ---------

    Real Estate Division                                 2,495            2,331
    Investments and Other Income                         1,364            2,827
                                                     ---------        ---------
      Total Revenues                                 $ 174,147        $ 192,550
                                                     =========        =========

OPERATING PROFIT (LOSS):

    Contract Drilling - Domestic                     $  27,816        $  17,046
    Contract Drilling - International                    3,877            7,548
                                                     ---------        ---------
      Total Contract Drilling Division                  31,693           24,594
                                                     ---------        ---------

    Exploration and Production                          (3,959)          27,020
    Natural Gas Marketing                                  460            4,699
                                                     ---------        ---------
      Total Oil and Gas Division                        (3,499)          31,719
                                                     ---------        ---------

    Real Estate Division                                 1,397            1,375
                                                     ---------        ---------
      Total Operating Profit                            29,591           57,688
                                                     ---------        ---------

OTHER                                                   (4,481)          (2,248)

INCOME BEFORE INCOME TAXES AND EQUITY
                                                     ---------        ---------
IN INCOME OF AFFILIATES:                             $  25,110        $  55,440
                                                     =========        =========



AVERAGE PRODUCTION AND PRICES

  PRODUCTION
    Oil - Barrels Per Day                                2,132            2,429
    Natural Gas - Mcf Per Day                          109,266          116,495

  SALES PRICES
    Oil - $ Per Barrel                               $   18.97        $   31.44
    Natural Gas - $ Per Mcf                          $    2.05        $    4.73




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                                   SIGNATURES

         Pursuant to the requirements 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.
                                       (Registrant)



                                  By:   /s/ STEVEN R. MACKEY
                                      -----------------------------------------
                                      Name:   Steven R. Mackey
                                      Title:  Vice President



Dated:   January 23, 2002



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