content: <PAGE>   1
                                      FORM S-8
  
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
  
                              Helmerich & Payne, Inc.
                (Exact name of registrant specified in its charter)
  
                Delaware                               73-0679879
  ------------------------------------  --------------------------------------
       (State or other jurisdiction of   (I.R.S. Employer Identification No.)
       incorporation or organization)
  
            1579 East 21st Street, Tulsa, Oklahoma        74114
  ----------------------------------------------------------------------------
      (Address of Principal Executive Offices)             (Zip Code)
  
       Helmerich & Payne, Inc. Non-Employee Directors' Stock Compensation Plan
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
          Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma  74114
  --------------------------------------------------------------------------------
                      (Name and address of agent for service)
  
                                   (918) 742-5531
  --------------------------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
  
                         CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------
  <TABLE>
  <CAPTION>
                                 PROPOSED      PROPOSED
  TITLE OF                       MAXIMUM       MAXIMUM
  SECURITIES      AMOUNT         OFFERING      AGGREGATE     AMOUNT OF
  TO BE           TO BE          PRICE         OFFERING      REGISTRATION
  REGISTERED      REGISTERED     PER SHARE     PRICE         FEE
  --------------------------------------------------------------------------------
  <S>             <C>                  <C>           <C>         <C>
  Common
  Stock,
  $0.10 par
  Value           30,000         $46.375 (1)    $1,391,250 (1)   $ 421.59 (1)
                  Shares
  --------------------------------------------------------------------------------
  </TABLE>
  (1) Pursuant to Rule 457(c), the proposed maximum offering price per share of
      the 30,000 shares of Common Stock is based on the average of the high and
      low prices of the Common Stock as reported on the New York Stock Exchange
      on March 21, 1997.
  
  <PAGE>   2
  
                                      PART II
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Certain Documents by Reference
  
  The following documents filed by the Company with the Securities and Exchange
  Commission are incorporated herein by reference:
  
           (a)     Helmerich & Payne, Inc. (the "Company") Annual Report on Form
  10-K for the fiscal year ended September 30, 1996.
  
           (b)     All other reports filed by the Company pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 for periods since
  September 30, 1996.
  
           (c)     The description of the Common Stock of the Company contained
  in its Registration Statement on Form S-1 filed November 13, 1967 (effective
  December 21, 1967) with the Securities and Exchange Commission and the
  description of Common Stock Purchase Rights contained in its Registration
  Statement on Form 8-A filed on January 17, 1996, with the Securities and
  Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
  1934.
  
           (d)     All documents subsequently filed by the Company pursuant to
  Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold.
  
  
  Item 4.  Description of Securities - Not applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel
  
  The validity of the issuance of the shares of Common Stock offered hereby will
  be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
  and General Counsel of the Company.  Mr. Mackey presently owns shares of Common
  Stock of the Company.
  
  
  Item 6.  Indemnification of Officers and Directors
  
  The Fourteenth Article of the Company's Restated Certificate of Incorporation
  provides for the indemnification by the Company of any director, officer or
  employee of the Company or any of its subsidiaries in connection with any
  claim, action, suit or proceeding brought or threatened by reason of such
  position with the Company or any of its subsidiaries.  The stockholders of the
  Company on March 4, 1987, approved an amendment to the Restated Certificate of
  Incorporation which (i) limited or in certain circumstances eliminated the
  personal liability of a director to the Company or to its stockholders for
  monetary damages for breach of fiduciary duty as a director
  <PAGE>   3
  
  as authorized by Section 102(b) of the Delaware General Corporation Law, (ii)
  expanded the Company's indemnification of its officers and directors as
  provided by Section 145 of the Delaware General Corporation Law; provided,
  however, that the directors remain subject to personal liability for breaches
  of the duty of loyalty, acts committed in bad faith or intentional misconduct,
  the payment of an unlawful dividend or any transaction from which the directors
  received an improper personal benefit, and (iii) permitted the Company as
  provided in Section 145 of the Delaware General Corporation Law to maintain
  insurance to protect itself and any director, officer, employee or agent of the
  Company.  The Company presently maintains in effect a liability insurance
  policy covering officers and directors.
  
  
  Item 7.  Exemption From Registration Claimed - Not applicable.
  
  
  Item 8.  Exhibits
  
  The following are filed as exhibits to this Registration Statement:
  
           4.1     Restated Certificate of Incorporation and Amendment to
                   Restated Certificate of Incorporation of Registrant are
                   incorporated herein by reference to Registrant's Annual Report
                   filed with the Securities and Exchange Commission on Form 10-K
                   for the 1996 fiscal year.
  
           4.2     Bylaws of Registrant incorporated by reference to Registrant's
                   Annual Report on Form 10-K filed with the Securities and
                   Exchange Commission for the fiscal year ended September 30,
                   1996.
  
           5.1     Opinion of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
  
           23.2    Consent of Steven R. Mackey (contained in his opinion filed as
                   Exhibit 5.1.)
  
           99.1    Helmerich & Payne, Inc. Non-Employee Directors' Stock
                   Compensation Plan incorporated by reference to Exhibit "B" of
                   Registrant's Proxy Statement dated January 27, 1997.
  
  
  
  
  Item 9.  Undertakings
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:
  <PAGE>   4
  
             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Securities Act of 1933;
  
            (ii)   To reflect in the prospectus any facts or events arising after
                   the effective date of the Registration Statement (or the most
                   recent post-effective amendment thereof) which, individually
                   or in the aggregate, represent a fundamental change in the
                   information set forth in the Registration Statement;
  
           (iii)   To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;
  
                            Provided, however, that Paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the information required
                            to be included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed by
                            the Registrant pursuant to Section 13 or Section
                            15(d) of the Securities Exchange Act of 1934 that are
                            incorporated by reference in the Registration
                            Statement.
  
           (2)     That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post- effective amendment
                   shall be deemed to be a new registration statement relating to
                   the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the Registration Statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.
  
  (h)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the provisions
           described in Item 6, or otherwise, the Registrant has been advised
           that in the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable.  In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceeding) is asserted by such director, officer or
           controlling person in connection with the securities being registered,
           the Registrant will,
  <PAGE>   5
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Tulsa, State of Oklahoma, on this 31st day of
  March, 1997.
  
                                    HELMERICH & PAYNE, INC.
  
  
  
                                    By /s/ HANS HELMERICH
                                      -------------------------------------
                                       HANS HELMERICH
                                       President and Chief Executive
                                       Officer
  
  
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                             TITLE                                 DATE
  ---------                             -----                                 ----
  <S>                             <C>                                     <C>
  /s/  W. H. HELMERICH, III       Director
  ---------------------------                                             March 31, 1997
  W. H. HELMERICH, III
  
  
  /s/  HANS HELMERICH             Director, President and
  ---------------------------     Chief Executive Officer                 March 31, 1997
  HANS HELMERICH
  
  
  /s/  GEORGE S. DOTSON           Director, Vice President
  ---------------------------                                             March 31, 1997
  GEORGE S. DOTSON
  
  
  /s/  WILLIAM L. ARMSTRONG       Director                                March 31, 1997
  ---------------------------
  WILLIAM L. ARMSTRONG
  
  
  /s/  GLENN A. COX               Director
  ---------------------------                                             March 31, 1997
  GLENN A. COX
  
  
  /s/  GEORGE A. SCHAEFER         Director
  ---------------------------                                             March 31, 1997
  GEORGE A. SCHAEFER
  
  
                                  Director
  ---------------------------                                             --------------
  L.F. ROONEY, III
  </TABLE>
  <PAGE>   6
  <TABLE>
  <S>                             <C>                                     <C>
  
                                  Director
  ---------------------------                                             --------------
  JOHN D. ZEGLIS
  
  
  /s/ DOUGLAS E. FEARS            Vice President, Finance                 March 31, 1997
  ---------------------------     (Principal Financial
  DOUGLAS E. FEARS                Officer)
  
  
  /s/ GORDON HELM                 Controller                              March 31, 1997
  ---------------------------     (Principal Accounting
  GORDON HELM                     Officer)
  
  </TABLE>
  <PAGE>   7
                                   EXHIBITS INDEX
                              (for Electronic filing)
  
  
  
  1.)      5.1     Opinion of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
  
  2.)      24.2    Consent of Steven R. Mackey (contained in his opinion filed as
                   Exhibit 5.1).
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metadata_filer: {"company-data": {"conformed-name": "HELMERICH & PAYNE INC", "cik": "0000046765", "assigned-sic": "1381", "irs-number": "730679879", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24211", "film-number": "97569104"}, "business-address": {"street1": "UTICA AT 21ST ST", "city": "TULSA", "state": "OK", "zip": "74114", "phone": "9187425531"}, "mail-address": {"street1": "UTICA AT 21ST ST", "city": "TULSA", "state": "OK", "zip": "74114"}}
text: 1
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                              Helmerich & Payne, Inc.
                (Exact name of registrant specified in its charter)
  
                Delaware                               73-0679879
  ------------------------------------  --------------------------------------
       (State or other jurisdiction of   (I.R.S. Employer Identification No.)
       incorporation or organization)
  
            1579 East 21st Street, Tulsa, Oklahoma        74114
  ----------------------------------------------------------------------------
      (Address of Principal Executive Offices)             (Zip Code)
  
       Helmerich & Payne, Inc. Non-Employee Directors' Stock Compensation Plan
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
          Steven R. Mackey, 1579 East 21st Street, Tulsa, Oklahoma  74114
  --------------------------------------------------------------------------------
                      (Name and address of agent for service)
  
                                   (918) 742-5531
  --------------------------------------------------------------------------------
           (Telephone number, including area code, of agent for service)
  
                         CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------
  PROPOSED      PROPOSED
  TITLE OF                       MAXIMUM       MAXIMUM
  SECURITIES      AMOUNT         OFFERING      AGGREGATE     AMOUNT OF
  TO BE           TO BE          PRICE         OFFERING      REGISTRATION
  REGISTERED      REGISTERED     PER SHARE     PRICE         FEE
  --------------------------------------------------------------------------------
  Common
  Stock,
  $0.10 par
  Value           30,000         $46.375 (1)    $1,391,250 (1)   $ 421.59 (1)
                  Shares
  --------------------------------------------------------------------------------
  (1) Pursuant to Rule 457(c), the proposed maximum offering price per share of
      the 30,000 shares of Common Stock is based on the average of the high and
      low prices of the Common Stock as reported on the New York Stock Exchange
      on March 21, 1997.
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference
  
  The following documents filed by the Company with the Securities and Exchange
  Commission are incorporated herein by reference:
  
           (a)     Helmerich & Payne, Inc. (the "Company") Annual Report on Form
  10-K for the fiscal year ended September 30, 1996.
  
           (b)     All other reports filed by the Company pursuant to Section
  13(a) or 15(d) of the Securities Exchange Act of 1934 for periods since
  September 30, 1996.
  
           (c)     The description of the Common Stock of the Company contained
  in its Registration Statement on Form S-1 filed November 13, 1967 (effective
  December 21, 1967) with the Securities and Exchange Commission and the
  description of Common Stock Purchase Rights contained in its Registration
  Statement on Form 8-A filed on January 17, 1996, with the Securities and
  Exchange Commission pursuant to Section 12 of the Securities Exchange Act of
  1934.
  
           (d)     All documents subsequently filed by the Company pursuant to
  Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold.
  
  Item 4.  Description of Securities - Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
  The validity of the issuance of the shares of Common Stock offered hereby will
  be passed upon for the Company by Steven R. Mackey, Vice President, Secretary
  and General Counsel of the Company.  Mr. Mackey presently owns shares of Common
  Stock of the Company.
  
  Item 6.  Indemnification of Officers and Directors
  
  The Fourteenth Article of the Company's Restated Certificate of Incorporation
  provides for the indemnification by the Company of any director, officer or
  employee of the Company or any of its subsidiaries in connection with any
  claim, action, suit or proceeding brought or threatened by reason of such
  position with the Company or any of its subsidiaries.  The stockholders of the
  Company on March 4, 1987, approved an amendment to the Restated Certificate of
  Incorporation which (i) limited or in certain circumstances eliminated the
  personal liability of a director to the Company or to its stockholders for
  monetary damages for breach of fiduciary duty as a director
  3
  
  as authorized by Section 102(b) of the Delaware General Corporation Law, (ii)
  expanded the Company's indemnification of its officers and directors as
  provided by Section 145 of the Delaware General Corporation Law; provided,
  however, that the directors remain subject to personal liability for breaches
  of the duty of loyalty, acts committed in bad faith or intentional misconduct,
  the payment of an unlawful dividend or any transaction from which the directors
  received an improper personal benefit, and (iii) permitted the Company as
  provided in Section 145 of the Delaware General Corporation Law to maintain
  insurance to protect itself and any director, officer, employee or agent of the
  Company.  The Company presently maintains in effect a liability insurance
  policy covering officers and directors.
  
  Item 7.  Exemption From Registration Claimed - Not applicable.
  
  Item 8.  Exhibits
  
  The following are filed as exhibits to this Registration Statement:
  
           4.1     Restated Certificate of Incorporation and Amendment to
                   Restated Certificate of Incorporation of Registrant are
                   incorporated herein by reference to Registrant's Annual Report
                   filed with the Securities and Exchange Commission on Form 10-K
                   for the 1996 fiscal year.
  
           4.2     Bylaws of Registrant incorporated by reference to Registrant's
                   Annual Report on Form 10-K filed with the Securities and
                   Exchange Commission for the fiscal year ended September 30,
                   1996.
  
           5.1     Opinion of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
  
           23.2    Consent of Steven R. Mackey (contained in his opinion filed as
                   Exhibit 5.1.)
  
           99.1    Helmerich & Payne, Inc. Non-Employee Directors' Stock
                   Compensation Plan incorporated by reference to Exhibit "B" of
                   Registrant's Proxy Statement dated January 27, 1997.
  
  Item 9.  Undertakings
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:
  4
  
             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Securities Act of 1933;
  
            (ii)   To reflect in the prospectus any facts or events arising after
                   the effective date of the Registration Statement (or the most
                   recent post-effective amendment thereof) which, individually
                   or in the aggregate, represent a fundamental change in the
                   information set forth in the Registration Statement;
  
           (iii)   To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;
  
                            Provided, however, that Paragraphs (a)(1)(i) and
                            (a)(1)(ii) do not apply if the information required
                            to be included in a post-effective amendment by those
                            paragraphs is contained in periodic reports filed by
                            the Registrant pursuant to Section 13 or Section
                            15(d) of the Securities Exchange Act of 1934 that are
                            incorporated by reference in the Registration
                            Statement.
  
           (2)     That, for the purpose of determining any liability under the
                   Securities Act of 1933, each such post- effective amendment
                   shall be deemed to be a new registration statement relating to
                   the securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
           is incorporated by reference in the Registration Statement shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.
  
  (h)      Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the provisions
           described in Item 6, or otherwise, the Registrant has been advised
           that in the opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable.  In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceeding) is asserted by such director, officer or
           controlling person in connection with the securities being registered,
           the Registrant will,
  5
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Act and will be governed by the final
           adjudication of such issue.
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Tulsa, State of Oklahoma, on this 31st day of
  March, 1997.
  
                                    HELMERICH & PAYNE, INC.
  
                                    By /s/ HANS HELMERICH
                                      -------------------------------------
                                       HANS HELMERICH
                                       President and Chief Executive
                                       Officer
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  date indicated.
  SIGNATURE                             TITLE                                 DATE
  ---------                             -----                                 ----
  /s/  W. H. HELMERICH, III       Director
  ---------------------------                                             March 31, 1997
  W. H. HELMERICH, III
  
  /s/  HANS HELMERICH             Director, President and
  ---------------------------     Chief Executive Officer                 March 31, 1997
  HANS HELMERICH
  
  /s/  GEORGE S. DOTSON           Director, Vice President
  ---------------------------                                             March 31, 1997
  GEORGE S. DOTSON
  
  /s/  WILLIAM L. ARMSTRONG       Director                                March 31, 1997
  ---------------------------
  WILLIAM L. ARMSTRONG
  
  /s/  GLENN A. COX               Director
  ---------------------------                                             March 31, 1997
  GLENN A. COX
  
  /s/  GEORGE A. SCHAEFER         Director
  ---------------------------                                             March 31, 1997
  GEORGE A. SCHAEFER
  
                                  Director
  ---------------------------                                             --------------
  L.F. ROONEY, III
  6
  Director
  ---------------------------                                             --------------
  JOHN D. ZEGLIS
  
  /s/ DOUGLAS E. FEARS            Vice President, Finance                 March 31, 1997
  ---------------------------     (Principal Financial
  DOUGLAS E. FEARS                Officer)
  
  /s/ GORDON HELM                 Controller                              March 31, 1997
  ---------------------------     (Principal Accounting
  GORDON HELM                     Officer)
  7
                                   EXHIBITS INDEX
                              (for Electronic filing)
  
  1.)      5.1     Opinion of Steven R. Mackey as to the legality of shares of
                   Common Stock being registered.
  
  2.)      24.2    Consent of Steven R. Mackey (contained in his opinion filed as
                   Exhibit 5.1).