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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tardio Juan Pablo 		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)
VP & CFO
(Last)          (First)          (Middle)

1437 SOUTH BOULDER AVENUE, SUITE 1400 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/5/2014
(Street)

TULSA, OK 74119
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/5/2014     M    2250   A $38.015   32761   D    
Common Stock   2/5/2014     M    7500   A $47.935   40261   D    
Common Stock   2/5/2014     M    9000   A $59.76   49261   D    
Common Stock   2/5/2014     M    6500   A $54.18   55761   D    
Common Stock   2/5/2014     S    25250   D $85.04   (1) 30511   D    
Common Stock                  1122   I   401(k) account  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $38.015   2/5/2014     M         2250    12/1/2010   (2) 12/1/2019   Common Stock   2250   $0.00   0   D    
Stock Option (right to buy)   $47.935   2/5/2014     M         7500    12/7/2011   (3) 12/7/2020   Common Stock   7500   $0.00   2500   D    
Stock Option (right to buy)   $59.76   2/5/2014     M         9000    12/6/2012   (4) 12/6/2021   Common Stock   9000   $0.00   9000   D    
Stock Option (right to buy)   $54.18   2/5/2014     M         6500    12/4/2013   (5) 12/4/2022   Common Stock   6500   $0.00   19500   D    

Explanation of Responses:
(1)  The noted price is the weighted average sale price for all sales. The range of prices for the transactions were as follows: $84.81 to $85.235. The reporting person undertakes to provide upon request of the SEC staff, the issuer or a stockholder of the issuer, full information regarding the number of shares sold at each separate price.
(2)  The options were granted on 12/1/09 and vested over 4 years in 25% increments. The noted date represents the date options first began to vest.
(3)  The options were granted on 12/7/10 and vest over 4 years in 25% increments. The noted date represents the date options first began to vest.
(4)  The options were granted on 12/6/11 and vested over 4 years in 25% increments. The noted date represents the date options first began to vest.
(5)  The options were granted on 12/4/12 and vested over 4 years in 25% increments. The noted date represents the date options first began to vest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tardio Juan Pablo
1437 SOUTH BOULDER AVENUE
SUITE 1400
TULSA, OK 74119

VP & CFO

Signatures
Jonathan M. Cinocca, by power of attorney for Juan Pablo Tardio 2/6/2014
** Signature of Reporting Person Date


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