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: February 15, 1999

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

Delaware                            1-4221                         73-0679879
--------------------------------------------------------------------------------
(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
(Registrant's telephone number, including area code)

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

Page 1 of 2 Pages.

Item 5. Other Events.

Helmerich & Payne, Inc. has appointed UMB Bank, N.A. Kansas City, Missouri as its Transfer Agent, Registrar and Rights Agent effective February 15, 1999.

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: February 15, 1999

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