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: August 16, 2002

                             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 and Regulation FD Disclosure.

     On August 15, 2002, the Registrant closed on its $200,000,000 intermediate
term debt facility. This unsecured facility provides for staged note maturities
from five to 12 years. The Registrant received on August 15, 2002, funding of
$100,000,000 under such facility with the remaining $100,000,000 to be funded on
or about October 15, 2002. The proceeds from this facility will be used to fund
capital expenditures and for other general corporate purposes.

                                   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: August 16, 2002

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