<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d94256e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED DECEMBER 31, 2001
<TEXT>
<PAGE>
                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For quarterly period ended: DECEMBER 31, 2001

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _____________ to ______________


                         Commission File Number: 1-4221


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


                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)


                                   73-0679879
                          (I.R.S. Employer I.D. Number)


UTICA AT TWENTY-FIRST STREET, TULSA, OKLAHOMA              74114
(Address of principal executive office)                  (Zip Code)


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


Former name, former address and former fiscal year, if changed since last
report:
                                      NONE


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                            YES [X]   NO   [ ]


           CLASS                             OUTSTANDING AT DECEMBER 31, 2001
Common Stock,  $0.10 par value                          49,860,447


                                                    TOTAL NUMBER OF PAGES - 16

<PAGE>

                             HELMERICH & PAYNE, INC.


                                      INDEX


<Table>
<Caption>
                                                                                   Page No.
                                                                                   --------
<S>     <C>                                                                       <C>
PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Consolidated Condensed Balance Sheets as of
                 December 31, 2001 and September 30, 2001 .............................3

                 Consolidated Condensed Statements of Income for the
                 Three Months Ended December 31, 2001 and 2000  .......................4

                 Consolidated Condensed Statements of Cash Flows for the
                 Three Months Ended December 31, 2001 and 2000  .......................5

                 Consolidated Condensed Statement of Shareholders' Equity
                 for the Three Months Ended December 31, 2001 .........................6

                 Notes to Consolidated Condensed Financial Statements ..............7-12

         Item 2. Management's Discussion and Analysis of Results of
                 Operations and Financial Condition ...............................13-16

         Item 3. Quantitative and Qualitative Disclosures about Market
                 Risk ................................................................16

PART II. OTHER INFORMATION ...........................................................16

         Item 1  Legal Proceedings ...................................................16

         Item 6  Exhibits and Reports on Form 8-K ....................................16

         Signatures ..................................................................16
</Table>



                                      -2-





<PAGE>


                          PART I.FINANCIAL INFORMATION
                             HELMERICH & PAYNE, INC.

                          Item 1. FINANCIAL STATEMENTS
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)



<Table>
<Caption>
                                                              Unaudited
                                                              December 31,    September 30,
                                                                 2001             2001
                                                             -------------    -------------
<S>                                                          <C>              <C>
ASSETS
Current assets:
      Cash and cash equivalents                              $      77,724    $     122,962
      Accounts receivable, net                                     134,580          147,235
      Inventories                                                   24,744           28,934
      Prepaid expenses and other                                    30,553           32,281
                                                             -------------    -------------
         Total current assets                                      267,601          331,412
                                                             -------------    -------------


Investments                                                        230,057          200,286
Property, plant and equipment, net                                 860,684          818,404
Other assets                                                        13,489           14,405
                                                             -------------    -------------

          Total assets                                       $   1,371,831    $   1,364,507
                                                             =============    =============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Accounts payable                                       $      28,816    $      67,595
      Accrued liabilities                                           51,021           53,626
                                                             -------------    -------------
          Total current liabilities                                 79,837          121,221
                                                             -------------    -------------

Noncurrent liabilities:
      Long-term notes payable                                       50,000           50,000
      Deferred income taxes                                        162,337          144,439
      Other                                                         23,646           22,370
                                                             -------------    -------------
          Total noncurrent liabilities                             235,983          216,809
                                                             -------------    -------------

SHAREHOLDERS' EQUITY

      Common stock, par value $.10 per
       share                                                         5,353            5,353
      Preferred stock, no shares issued                                 --               --
      Additional paid-in capital                                    80,202           80,324
      Retained earnings                                            954,962          943,105
      Unearned compensation                                         (1,446)          (1,812)
      Accumulated other comprehensive income                        66,638           49,309
                                                             -------------    -------------
                                                                 1,105,709        1,076,279
      Less treasury stock, at cost                                  49,698           49,802
                                                             -------------    -------------
          Total shareholders' equity                             1,056,011        1,026,477
                                                             -------------    -------------

Total liabilities and shareholders' equity                   $   1,371,831    $   1,364,507
                                                             =============    =============
</Table>



The accompanying notes are an integral part of these statements.



                                       -3-

<PAGE>


                             HELMERICH & PAYNE, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                      (in thousands, except per share data)



<Table>
<Caption>
                                                                        Three Months Ended
                                                                           December 31,
                                                                        2001          2000
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
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


PROVISION FOR INCOME TAXES                                                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


CASH DIVIDENDS (Note 2)                                             $      0.075   $      0.075

AVERAGE COMMON SHARES OUTSTANDING:
   Basic                                                                  49,736         49,818
   Diluted                                                                50,078         50,431
</Table>




The accompanying notes are an integral part of these statements.



                                       -4-

<PAGE>


                             HELMERICH & PAYNE, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)


<Table>
<Caption>
                                                                           Three Months Ended
                                                                              December 31,
                                                                         2001            2000
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                                                         $      15,604    $      33,840
 Adjustments to reconcile net income to net cash
 provided by operating activities:
     Depreciation, depletion and amortization                              26,993           17,978
     Dry holes and abandonments                                             5,812           12,044
     Equity in income of affiliates before income taxes                    (1,970)            (910)
     Amortization of deferred compensation                                    366              379
     Gain on sale of property, plant & equipment                             (683)          (1,614)
     Other, net                                                               (91)              97
     Change in assets and liabilities-
        Receivables                                                        12,655          (18,653)
        Inventories                                                         4,190               98
        Prepaid expenses and other                                          2,644            1,389
        Accounts payable                                                  (34,966)           5,872
        Accrued liabilities                                                (2,605)           9,099
        Deferred income taxes                                               7,278            4,600
        Other noncurrent liabilities                                        1,395              150
                                                                    -------------    -------------
        Total adjustments                                                  21,018           30,529
                                                                    -------------    -------------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                  36,622           64,369
                                                                    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, including dry hole costs                          (79,842)         (48,687)
  Proceeds from sales of property, plant and equipment                      1,609            4,488
                                                                    -------------    -------------

NET CASH USED IN INVESTING ACTIVITIES                                     (78,233)         (44,199)
                                                                    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid                                                           (3,747)          (3,757)
  Proceeds from exercise of stock options                                     120            2,038
                                                                    -------------    -------------

NET CASH USED IN FINANCING ACTIVITIES                                      (3,627)          (1,719)
                                                                    -------------    -------------

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS                       (45,238)          18,451
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            122,962          108,087
                                                                    -------------    -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $      77,724    $     126,538
                                                                    =============    =============
</Table>


The accompanying notes are an integral part of these statements.



                                       -5-


<PAGE>


                             HELMERICH & PAYNE, INC.
            CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
                     (in thousands - except per share data)


<Table>
<Caption>
                                                                                                        Accumulated
                                   Common Stock   Additional                           Treasury Stock      Other         Total
                                  --------------   Paid-In     Unearned    Retained   ----------------  Comprehensive Shareholders'
                                  Shares  Amount   Capital   Compensation  Earnings   Shares   Amount     Income        Equity
                                  ------  ------  ---------- ------------  --------   ------  --------  ------------  -------------
<S>                               <C>     <C>     <C>        <C>           <C>        <C>     <C>       <C>           <C>
Balance, September 30, 2001       53,529  $5,353  $   80,324 $     (1,812) $943,105    3,676  $(49,802) $     49,309  $   1,026,477

Comprehensive Income:

 Net Income                                                                  15,604                                          15,604
 Other comprehensive income,
  Unrealized gains on available-
    for-sale securities, net                                                                                  17,255         17,255

  Derivatives instruments gains,
    net                                                                                                           74             74
                                                                                                        ------------  -------------
  Total other comprehensive
    income                                                                                                    17,329         17,329
                                                                                                        ------------  -------------
Comprehensive income                                                                                                         32,933
                                                                                                                      -------------
Cash dividends ($0.075 per share)                                            (3,747)                                         (3,747)

Exercise of Stock Options                                 16                              (7)      104                          120

Tax benefit of stock-based awards                       (138)                                                                  (138)

Amortization of deferred
    compensation                                                      366                                                       366
                                  ------  ------  ---------- ------------  --------   ------  --------  ------------  -------------
Balance, December 31, 2001        53,529  $5,353  $   80,202 $     (1,446) $954,962    3,669  $(49,698) $     66,638  $   1,056,011
                                  ======  ======  ========== ============  ========    =====  ========  ============  =============
</Table>



                                       -6-

<PAGE>




                             HELMERICH & PAYNE, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.       In the opinion of the Company, the accompanying unaudited consolidated
         condensed financial statements contain all adjustments, consisting only
         of those of a normal recurring nature, necessary to present fairly the
         results of the periods presented. The results of operations for the
         three months ended December 31, 2001, and December 31, 2000, are not
         necessarily indicative of the results to be expected for the full year.
         These consolidated condensed financial statements should be read in
         conjunction with the consolidated financial statements and notes
         thereto in the Company's 2001 Annual Report on Form 10K.

2.       The $.075 cash dividend declared in September, 2001, was paid December
         3, 2001. On December 5, 2001, a cash dividend of $.075 per share was
         declared for shareholders of record on February 15, 2002, payable March
         1, 2002.

3.       Inventories consist of materials and supplies.

4.       There were no gains from sales of available-for-sale securities during
         the first quarter of fiscal years 2002 and 2001.

5.       The following is a summary of available-for-sale securities, which
         excludes those accounted for under the equity method of accounting. The
         recorded amount for investments accounted for under the equity method
         is $57.4 million.


<Table>
<Caption>
                                                                        Gross        Gross       Est.
                                                                     Unrealized   Unrealized     Fair
                                                           Cost         Gains       Losses       Value
                                                        ----------   ----------   ----------   ----------
                                                                           (in thousands)
                 <S>                                    <C>          <C>          <C>          <C>
                 Equity Securities 12/31/01             $   63,748   $  109,431   $      479   $  172,700

                 Equity Securities 09/30/01             $   63,778   $   84,257   $    3,136   $  144,899
</Table>

6.       Comprehensive Income -
         Comprehensive income, net of related tax, is as follows (in thousands):


<Table>
<Caption>
                                                                                         Three Months Ended
                                                                                            December  31,
                                                                                         2001           2000
                                                                                     ------------   ------------
                 <S>                                                                 <C>            <C>
                 Net Income                                                          $     15,604   $     33,840
                 Other comprehensive income(loss):
                     Net unrealized gain (loss) on securities                              17,255         (8,445)
                     Net unrealized gain on derivative instruments                             74            698
                                                                                     ------------   ------------
                     Other comprehensive income (loss)                                     17,329         (7,747)
                                                                                     ------------   ------------
                 Comprehensive income                                                $     32,933   $     26,093
                                                                                     ============   ============
</Table>


         The components of accumulated other comprehensive income, net of
         related taxes, are as follows (in thousands):


<Table>
<Caption>
                                                                                     December 31,   September 30,
                                                                                          2001          2001
                                                                                     ------------   ------------
                 <S>                                                                 <C>            <C>
                 Unrealized gain on securities, net                                  $     67,550   $     50,295
                 Unrealized loss on derivative instruments                                   (912)          (986)
                                                                                     ------------   ------------
                 Accumulated other comprehensive income                              $     66,638   $     49,309
                                                                                     ============   ============
</Table>




                                       -7-


<PAGE>

                             HELMERICH & PAYNE, INC.
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

7.       At December 31, 2001, the Company had committed bank lines totaling $85
         million; $35 million expires May 2002 and $50 million expires October
         2003. Additionally, the Company had uncommitted credit facilities
         totaling $10 million. Collectively, the Company had $50 million in
         outstanding borrowings and outstanding letters of credit totaling $10.6
         million against these lines at December 31, 2001. Concurrent with $50
         million borrowing under the facility that expires October 2003, the
         Company entered into an interest rate swap with a notional value of $50
         million and an expiration date of October 2003. The swap effectively
         converts this $50 million facility from a floating rate of LIBOR plus
         50 basis points to a fixed effective rate of 5.38 percent. Excluding
         the impact of the interest rate swap, the average interest rate for the
         borrowings at December 31, 2001, was approximately 2.43 percent on a
         360 day basis.

         Under the various credit agreements, the Company must meet certain
         requirements regarding levels of debt, net worth and earnings. The
         Company met all requirements at December 31, 2001.

8.       Earnings per Share -

         Basic earnings per share is based on the weighted-average number of
         common shares outstanding during the period. Diluted earnings per share
         include the dilutive effect of stock options and restricted stock.

         A reconciliation of the weighted-average common shares outstanding on a
         basic and diluted basis is as follows:


<Table>
<Caption>
                                                                Three Months Ended
                                                                   December 31,
                                                               2001           2000
                                                           ------------   ------------
                                                                 (in thousands)
<S>                                                        <C>            <C>
                 Basic weighted-average shares                  49,736         49,818
                 Effect of dilutive shares:
                    Stock options                                  335            603
                    Restricted stock                                 7             10
                                                          ------------   ------------
                                                                   342            613
                                                          ------------   ------------
                 Diluted weighted-average shares                50,078         50,431
                                                          ============   ============
</Table>

         Restricted stock of 60,012 shares at a weighted-average price of $37.73
         and options to purchase 2,050,750 shares of common stock at a
         weighted-average price of $32.25 were outstanding at December 31, 2001,
         but were not included in the computation of diluted earnings per common
         share. Inclusion of these shares would be antidilutive.

9.       Income Taxes -

         The Company's effective tax rate was 42.2% in the first quarter of
         fiscal 2002. Costs and expenses, related to certain foreign locations
         for which the Company does not receive a tax benefit, resulted in the
         current year estimated effective tax rate. The two major reasons for
         the effective tax rate increase are that the Company had larger net
         operating loss carry forwards from Venezuela in fiscal 2001, and the
         Company does not receive a tax benefit from the devaluation losses in
         Argentina.



                                       -8-

<PAGE>


                             HELMERICH & PAYNE, INC.
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)


10.      Interest Rate Risk Management -

         The Company uses derivatives as part of an overall operating strategy
         to moderate certain financial market risks and is exposed to interest
         rate risk from long-term debt. To manage this risk, the Company has
         entered into an interest rate swap, with a $50 million notional
         principal amount, to exchange floating rate for fixed rate interest
         payments through October 2003, the remaining life of the debt. (See
         Note 7)

         The Company's accounting policy for these instruments is based on its
         designation of such instruments as hedging transactions. An instrument
         is designated as a hedge based in part on its effectiveness in risk
         reduction and one-to-one matching of derivative instruments to
         underlying transactions. The Company records all derivatives on the
         balance sheet at fair value.

         For derivative instruments that are designated and qualify as a cash
         flow hedge (i.e., hedging the exposure of variability in expected
         future cash flows that is attributable to a particular risk), the
         effective portion of the gain or loss on the derivative instrument is
         reported as a component of other comprehensive income in stockholders'
         equity and reclassified into earnings in the same period or periods
         during which the hedged transaction affects earnings. The change in
         value of the derivative instrument in excess of the cumulative change
         in the present value of the future cash flows of the risk being hedged,
         if any, is recognized in the current earnings during the period of
         change.

         The Company's interest rate swap has been designated as a cash flow
         hedge and is expected to be 100% effective in hedging the exposure of
         variability in the future interest payments attributable to the debt
         because the terms of the interest swap correlate with the terms of the
         debt.

11.      Impairment -

         Included in depreciation, depletion and amortization for the three
         months ended December 31, 2001, were impairment charges of $5.4 million
         for proved Exploration & Production properties. After-tax, the
         impairment charges reduced the first quarter net income by
         approximately $3.3 million ($0.07 per share). There were no impairment
         charges in the first quarter of fiscal 2001.

12.      Argentina Devaluation -

         In the first quarter of fiscal 2002, the Company incurred a pre-tax
         loss of $1.2 million related to devaluation of the Argentina peso. With
         current conditions in Argentina, there is significant uncertainty
         regarding economic, banking and currency stability. Based on a peso
         exchange rate of between 2.0 and 3.0, the Company could be exposed for
         additional losses of between $3 and $6 million 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.




                                       -9-


<PAGE>

                             HELMERICH & PAYNE, INC.
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

13.      Contingent Liabilities and Commitments -

         Litigation Settlement -

         The Company is a defendant in Verdin v. R&B Falcon Drilling USA, Inc.,
         et al., a civil action in the United States District Court, Galveston,
         Texas. In May 2001, the Company reached an agreement in principle with
         Plaintiff's counsel to settle all claims pending court approval of the
         settlement. In the third quarter of fiscal 2001, the Company accrued
         $3.25 million to contract drilling expense based on the pending
         settlement. The total settlement liability is $10 million of which
         $6.75 million will be paid by the Company's insurer. The Court has
         scheduled an April 18, 2002 hearing to consider approval of the
         settlement. If final approval is obtained from the Court, payment of
         the settlement proceeds is expected in May 2002.

         The Company, on a regular basis, makes commitments for the purchase of
         contract drilling equipment. At December 31, 2001, the Company had
         commitments outstanding of approximately $200 million for the purchase
         of drilling equipment.

14.      Segment Information -

         The Company evaluates performance of its segments based upon operating
         profit or loss from operations before income taxes, which includes
         revenues from external and internal customers; operating costs;
         depreciation, depletion and amortization; dry holes and abandonments
         and taxes other than income taxes. Intersegment sales are accounted for
         in the same manner as sales to unaffiliated customers. Other includes
         investments in available-for-sale securities, equity owned investments,
         as well as corporate operations.



                                      -10-



<PAGE>

                             HELMERICH & PAYNE, INC.
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

         Summarized financial information of the Company's reportable segments
         for the quarter ended December 31, 2001, and 2000, is shown in the
         following tables:


<Table>
<Caption>
                                          External       Inter-          Total         Operating
  (in thousands)                           Sales         Segment         Sales           Profit
  --------------                       ------------   ------------    ------------    ------------
<S>                                    <C>            <C>             <C>             <C>
DECEMBER 31, 2001
Contract Drilling
 Domestic                              $     92,123   $        342    $     92,465    $     27,816
 International                               39,053             --          39,053           3,877
                                       ------------   ------------    ------------    ------------
                                            131,176            342         131,518          31,693
                                       ------------   ------------    ------------    ------------
Oil & Gas Operations
 Exploration & Prod.                         24,791             --          24,791          (3,959)
 Natural Gas Marketing                       14,321             --          14,321             460
                                       ------------   ------------    ------------    ------------

                                             39,112             --          39,112          (3,499)
                                       ------------   ------------    ------------    ------------

Real Estate                                   2,495            379           2,874           1,397
Other                                         1,364             --           1,364              --
Eliminations                                     --           (721)           (721)             --
                                       ------------   ------------    ------------    ------------

   Total                               $    174,147   $         --    $    174,147    $     29,591
                                       ============   ============    ============    ============
</Table>


<Table>
<Caption>
                                          External       Inter-          Total          Operating
  (in thousands)                           Sales         Segment         Sales           Profit
  --------------                       ------------   ------------    ------------    ------------
<S>                                    <C>            <C>             <C>             <C>
DECEMBER 31, 2000
Contract Drilling
 Domestic                              $     62,294   $        941    $     63,235    $     17,046
 International                               38,691             --          38,691           7,548
                                       ------------   ------------    ------------    ------------
                                            100,985            941         101,926          24,594
                                       ------------   ------------    ------------    ------------
Oil & Gas Operations
 Exploration & Prod.                         57,728             --          57,728          27,020
 Natural Gas Marketing                       28,679             --          28,679           4,699
                                       ------------   ------------    ------------    ------------
                                             86,407             --          86,407          31,719
                                       ------------   ------------    ------------    ------------

Real Estate                                   2,331            389           2,720           1,375
Other                                         2,827             --           2,827              --
Eliminations                                     --         (1,330)         (1,330)             --
                                       ------------   ------------    ------------    ------------

   Total                               $    192,550   $         --    $    192,550    $     57,688
                                       ============   ============    ============    ============
</Table>


                                      -11-


<PAGE>

                             HELMERICH & PAYNE, INC.
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

The following table reconciles segment operating profit per the table above to
income before income taxes and equity in income of affiliates as reported on the
Consolidated Condensed Statements of Income.


<Table>
<Caption>
                                                                Three Months Ended
                                                                   December 31,
                                                               2001            2000
                                                           ------------    ------------
                                                                   (in thousands)
<S>                                                        <C>             <C>
Segment operating profit                                   $     29,591    $     57,688

Unallocated amounts:
 Income from investments                                          1,350           2,802
 General corporate expense                                       (4,568)         (3,567)
 Interest expense                                                  (374)           (607)
 Corporate depreciation                                            (483)           (471)
 Other corporate expense                                           (406)           (405)
                                                           ------------    ------------
   Total unallocated amounts                                     (4,481)         (2,248)
                                                           ------------    ------------

Income before income taxes
and equity in income of
affiliates                                                 $     25,110    $     55,440
                                                           ============    ============
</Table>



The following table presents revenues from external customers by country based
on the location of service provided.

<Table>
<Caption>
                                                                  Three Months Ended
                                                                    December 31,
                                                                2001            2000
                                                           ------------    ------------
                                                                  (in thousands)
<S>                                                        <C>             <C>
Revenues
United States                                              $    135,094    $    153,859
Venezuela                                                        15,289           8,681
Colombia                                                          3,781           7,767
Other Foreign                                                    19,983          22,243
                                                           ------------    ------------
     Total                                                 $    174,147    $    192,550
                                                           ============    ============
</Table>





                                      -12-

<PAGE>



             Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION
                                DECEMBER 31, 2001

RISK FACTORS AND FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the consolidated
condensed financial statements and related notes included elsewhere herein and
the consolidated financial statements and notes thereto included in the
Company's 2001 Annual Report on Form 10-K. The Company's future operating
results may be affected by various trends and factors, which are beyond the
Company's control. These include, among other factors, fluctuations in natural
gas and crude oil prices, expiration or termination of drilling contracts,
currency exchange losses, changes in general economic and political conditions,
rapid or unexpected changes in technologies and uncertain business conditions
that affect the Company's businesses. Accordingly, past results and trends
should not be used by investors to anticipate future results or trends.

With the exception of historical information, the matters discussed in
Management's Discussion & Analysis of Results of Operations and Financial
Condition includes forward-looking statements. These forward-looking statements
are based on various assumptions. The Company cautions that, while it believes
such assumptions to be reasonable and makes them in good faith, assumed facts
almost always vary from actual results. The differences between assumed facts
and actual results can be material. The Company is including this cautionary
statement to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by, or on behalf of, the Company. The factors identified in this cautionary
statement are important factors (but not necessarily all important factors) that
could cause actual results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000

The Company reported net income of $15.6 million ($0.31 per share) from revenues
of $174.1 million for the first quarter of fiscal 2002, compared with net income
of $33.8 million ($0.67 per share) from revenues of $192.6 million for the first
quarter of fiscal year 2001.

OIL & GAS DIVISION

EXPLORATION and PRODUCTION reported an operating loss of $4.0 million for the
first quarter of 2002, compared with an operating profit of $27.0 million for
the same period of fiscal 2001. Oil & gas revenues decreased to $24.8 million
from $57.7 last year. Natural gas revenues decreased to $20.7 million from $50.5
as both gas prices and volumes declined from last year. Natural gas prices
averaged $2.05 per mcf and $4.73 per mcf for the first quarter of fiscal 2002
and 2001, respectively. Natural gas volumes averaged 109.3 mmcf/d and 116.5
mmcf/d for the first quarter of fiscal 2002 and 2001, respectively. Oil revenues
decreased to $3.7 million in the first quarter of 2002, compared with $7.1
million in the first quarter of the previous year. Crude oil prices averaged
$18.97 and $31.44 per bbl for the first quarter of fiscal 2002 and 2001,
respectively. Crude oil volumes averaged 2,132 bbls/d and 2,429 bbls/d for the
first quarter of fiscal 2002 and 2001, respectively.




                                      -13-

<PAGE>




                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION
                                DECEMBER 31, 2001
                                   (continued)


Dry Hole, abandonments, geophysical, and other exploration expense totaled $7.7
million for this year's first quarter, compared with $15.5 million for the first
quarter of last year. Dry holes decreased approximately $6.0 million to $2.5
million in the first quarter of 2002 and geophysical expense decreased $1.4
million to $.9 million in the first quarter of 2002. The decreases were a result
of a decline in exploration activity in the first quarter of fiscal 2002.

In the first quarter of 2002, the Company recognized an impairment charge of
approximately $5.4 million for producing properties, which is included in
depreciation, depletion and amortization expense.

NATURAL GAS MARKETING segment reported an operating profit of $0.5 million in
the first quarter of 2002, compared to $4.7 million in the same period of last
year. In the first quarter of fiscal 2001, spot market prices were very
favorable in both November and December 2000 as gas prices were increasing to
record levels. In the first quarter of fiscal 2002, gas prices were
substantially lower with fluctuating prices. Additionally in the first quarter
of 2002, the Company charged $900,000 to its reserve for bad debts in connection
with anticipated uncollectible receivables from Enron Corporation. The Natural
Gas Marketing segment recorded a charge of $.7 million and Exploration and
Production recorded a charge for $.2 million.

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 a business combination.
The Company is currently holding discussions and negotiations toward that end.
Although hopeful of announcing a deal in the second quarter, there is no
assurance that an agreement will be reached.

CONTRACT DRILLING

DOMESTIC DRILLING'S operating profit increased $10.8 million to $27.8 million in
the first quarter of fiscal 2002, compared with $17.0 million in last year's
first quarter. The increase was primarily the result of increased U.S. land
dayrates and operating days.

Domestic land operations in the first quarter of fiscal 2002 improved
significantly over the same period in fiscal 2001. Average revenue per day for
fiscal 2002 increased 29% over last year to $14,192 per day, with margins up 33%
from the first quarter of fiscal 2001. Rig utilization for land rigs was 89% in
fiscal 2002 compared to 93% in fiscal 2001. Offshore utilization increased from
92% during last year's first quarter to 100% during this year's first quarter,
as offshore earnings were up 17% from last year.

Currently, the Company has 54 U.S. land rigs and ten U.S. platform rigs located
in the Gulf of Mexico. As previously announced, the Company is currently engaged
in its FlexRigs III construction program wherein 25 new rigs will be built over
the next two years, with ten to be completed in fiscal 2002 and 15 to be
completed in fiscal 2003. Additionally, the Company has two offshore rigs under
construction that will begin working in the Gulf of Mexico in June 2002.

The Company has revised downward its guidance for fiscal year 2002 earnings as
the result of expected lower oil and gas prices and significantly lower U.S.
land dayrates for the remainder of fiscal 2002. The revised assumptions for
Domestic Drilling operations, for the remaining three-quarters of the Company's
fiscal year ending September 30, 2002, are average U.S. land rig dayrates of
$10,660, U.S. land rig utilization of 81%, and 88% rig utilization for U.S.
offshore platforms.



                                      -14-
<PAGE>



                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION
                                DECEMBER 31, 2001
                                   (continued)

INTERNATIONAL DRILLING'S operating profit decreased to $3.9 million in the first
quarter of fiscal 2002, from $7.5 million in last year's first quarter. Revenues
increased to $39.1 million in the first quarter of fiscal 2002, from $38.7
million in last year's first quarter. Rig utilization for international
operations averaged 55% for this year's first quarter, compared with 53% for the
first quarter of fiscal 2001. Operating profit in Colombia declined $1.8 million
in the current quarter compared to the first quarter of 2001, with only one rig
working currently versus three rigs working in the first quarter of 2001. First
quarter of 2002 operating profit was also impacted by approximately $1.9 million
for rig moving expenses in Venezuela.

Additionally, the Company incurred a pre-tax loss of $1.2 million due to
devaluation of the Argentina peso. With current conditions in Argentina, there
is significant uncertainty regarding economic, banking and currency stability.
Based on a peso exchange rate of between 2.0 and 3.0, the Company could be
exposed to additional losses of between $3 and $6 million 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.

OTHER

Other revenues decreased approximately $1.4 million from last year. Interest
income was $0.7 million in the first quarter of fiscal 2002, compared with $1.6
million in the same period of 2001, as both interest rates and cash balances
were lower. Dividend income decreased $0.4 million in the first quarter of 2002,
compared with first quarter of 2001 as the result of security sales in the
second and third quarters of fiscal 2001.

Corporate general and administrative expenses increased from $3.6 million in the
first quarter of fiscal 2001 to $4.6 million in the first quarter of fiscal
2002. The increase is related to labor and benefits, additional legal and
professional services related to the efforts to establish the Oil and Gas
Division as a separate public entity, and higher pension expense.

The Company's effective income tax rate increased to 42.2% for the quarter
compared to 39.7% for the first quarter of last year due to the impact of net
operating loss carry forwards from Venezuela in fiscal 2001, and certain costs
and expenses related to foreign locations for which the Company does not receive
a tax benefit.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $36.6 million for the first
quarter of fiscal 2002, compared with $64.4 million for the same period in 2001.
Capital expenditures were $79.8 million and $48.7 million for the first quarter
of fiscal 2002 and 2001, respectively.

The Company anticipates capital expenditures to be approximately $355 million
for fiscal 2002, which is lower than originally projected, primarily due to
delays in steel shipments. This has reduced the number of new rigs that will be
completed in fiscal 2002 and has lowered the projected Contract Drilling
Division capital expenditures from $340 million to $300 million. Internally
generated cash flows are



                                      -15-


<PAGE>


                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                      OF OPERATIONS AND FINANCIAL CONDITION
                                DECEMBER 31, 2001
                                   (continued)



projected to be approximately $160 million for fiscal 2002 and cash balances
were $78 million at December 31, 2001. The Company's indebtedness totaled $50
million as of December 31, 2001, as described in Note 7 to the Consolidated
Condensed Financial Statements. It is anticipated that the Company will secure
additional borrowing in fiscal 2002 and possibly sell a portion of its
investment portfolio to fund projected capital expenditures.

The Company's Board of Directors, at its December 5, 2001 quarterly Board
meeting, approved the purchase in the open market or in private transactions,
the common stock of the Company in an aggregate amount not to exceed two million
(2,000,000) shares per calendar year. The repurchased shares will be held in
treasury for use in the Company's benefit plans or for any other appropriate
general corporate purposes.

There were no other significant changes in the Company's financial position
since September 30, 2001.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For a description of the Company's market risks, see "Item 7 (a). Quantitative
and Qualitative Disclosures About Market Risk" in the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 2001, and Note 10 to the
Consolidated Condensed Financial Statements contained in Part I hereof.


                           PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The discussion of legal proceedings disclosed in Note 13 to the Consolidated
Condensed Financial Statements contained in Part I hereof is hereby
incorporated by reference.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(b) Reports on Form 8-K

For the three quarters ended December 31, 2001, registrant furnished, on
November 13, 2001, one Form 8-K reporting under Item 9, Regulation for
Disclosure, attaching a press release announcing results of operations and
certain supplemental information, including financial statements.

                                   SIGNATURES

                             HELMERICH & PAYNE, INC.


         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.




Date: February 14, 2002                /s/ DOUGLAS E. FEARS
      -----------------               -----------------------------------------
                                      Douglas E. Fears, Chief Financial Officer




Date: February 14, 2002               /s/ HANS C. HELMERICH
      -----------------               -----------------------------------------
                                      Hans C. Helmerich, President




                                      -16-


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