Welcome to today's teleconference. At this time, allparticipants are in a listen-only mode. Later there will be an opportunity toask questions during our Q&A session and please note this call is beingrecorded. I'll now turn the program over to Mr. Doug Fears, VicePresident and CFO of Helmerich & Payne. Please, begin sir.

Thank you, Kevin and good morning everyone. Welcome toHelmerich & Payne's conference call and webcast to discuss the company'sfourth quarter and fiscal year earnings. With us today, as usual, are Hans Helmerich, President andCEO; Executive Vice President, John Lindsay and Alan Orr and Juan Pablo Tardio,Manager of Investor Relations. As you know, much of the information we provide todayinvolves risks and uncertainties that could significantly impact expectedresults and these are discussed in our most recent 10K. We'll also be makingreference to certain non-GAAP financial measures such as segment operating incomeand operating statistics and you can find these GAAP reconciliation commentsand calculations on page nine of today's press release. Earlier today, Helmerich & Payne reported record netincome of $449.3 million or $4.27 per diluted share for our fiscal year, justended September 30. This compares with net income of $293.9 million or $2.77per diluted share for last year. Included in our income figures are gains of$0.73 for 2007 which include portfolio sales, sales of drilling equipment andinsurance settlements. Net income for 2006 included $0.16 per share fromsimilar transactions. For the fourth quarter of fiscal '07, we reported net incomeof $116.4 million or $1.10 per share compared with net income of $98.5 millionor $0.93 per diluted share during last year's fourth quarter. Included in these results from the sale of portfoliosecurities, drilling equipment and insurance settlements are $0.13 per sharefor the fourth quarter of '07 and $0.06 for the fourth quarter of '06. We arenaturally, very encouraged and enthusiastic about these results. The company's sequential increase in earnings was primarilydriven by US land rig margin and rig activity increases as the companycontinues to deploy new rigs to the field at attractive day rates, margins andcontract terms. Average US land rig revenue per day rose by $265 over theprevious quarter to $23,666 per rig…

Thanks, Doug. Good morning everybody. We're pleased toreport the company's highest all-time year end results. This accomplishment isthe third consecutive year of record-setting results and in some ways, moresatisfying as it comes a year after the cycle peaked out in terms of day ratehighs. Why more satisfying? Because our strategy was never based oncyclical highs and rig scarcity where demand has to outstrip supply to makethis an attractive business; where customers pay more for any available rig. We'velong believed a more enduring approach is enabling customers to attain lowertotal well costs through the industry's safest, newest and most innovative landfleet. We've been busy building that fleet at a rate of four rigsper month. And perhaps this year's most significant accomplishment is foundless in the financials and more in the on-time, on-cost execution of thataggressive program. It would certainly be a credit to our guys to deliver dailyon the entire value chain involved: the design, manufacturing, commissioning,training, and field performance. So, it's only fitting to recognize theirdedication and contribution to the company's accomplishment. The customers' endorsement of FlexRig is in the end, abuy-in to those people that stand behind our outstanding fuel performance.We're occasionally asked how do, the current market conditions change yourthinking. Well, today, we're managing to the same challenges andopportunities we've talked about on these calls and elsewhere for a long time:deliver growth to shareholders by securing and executing on an aggressive orderbook; win the customer's trust by consistently and safely providing differentiatedfuel results; take advantage of an ongoing retooling effort in an increasinglysegmented industry still top-heavy with all of the less capable rigs; expandinto additional drilling markets with more focus on expanding our internationaleffort. While this isn't an exhaustive list, it should be familiarto our regular listeners. Perhaps more notable, is what the list excludes,namely, we are not…

Good morning. In the last call, we stated that the majortheme in the USwas how operators continue to find best value available in the FlexRig atpremium pricing in spite of the plentiful number of very old rigs, idle andavailable in the market at lower rates. We believe that this remains theoverwhelming theme today. Our primary competitors are stacking excess of 200 rigs,while H&P customers continue to contract FlexRigs for the purpose ofachieving lowest total cost per well and accelerated production by completing morewells per year. Toward the end of my comments, I'll review a few trends thatour customers face regarding the difficulty of drilling wells today that shouldcontinue to generate interest and additional FlexRigs. But first, I'll reviewour three operating segments made up of USland, offshore and international land. A few important data points regarding US land. Today, wehave 94% activity with 151 out of the 159 rigs working, up eight rigs since thelast webcast. Our active rig count is up 35 rigs since the webcast a year ago.FlexRig continued to maintain 100% activity today with 121 operating. With the latest announcement of six more new build FlexRigs,we now have 11 FlexRigs remaining in our current new build order book that willbe completed by the third fiscal quarter of 2008. The eight stacked rigs areprimarily designed for deeper well depths. They're 2,000 and 3,000 horsepowerconventional rigs, and the market that these rigs target will probably remainsoft. Therefore, we don't expect these rigs to contribute in the first fiscalquarter. Of our currently active fleet of 151 rigs, 64 are in thespot market and the remaining 87 rigs, including 71 new builds, are under termcontracts. About 50% of our potential revenue days for fiscal 2008 and 2009 arealready under term contracts. Average rig revenue per day for H&P's entire US landsegment increased…

Thanks, John. We'd now like to open the call to questions.

(Operator Instructions) And we will go first to the site of Pierre Conner fromCapital One Southcoast. Your line is open.

Good morning, gentlemen.

Hi, Pierre.

I don't often throw this out, but congratulations on a greatquarter.

Thank you.

Thanks.

John, first on the JP, you've given us some perspective onthe amount of rigs that are on term for fiscal '08 and '09 and what expectedmargins could be for the term portion. And so, my question obviously is then, withthe six additional, have you redone that? And/or directionally, obviously thepercent on term is going up, but what does that do to those average marginsthere?

It doesn't really impact them in a big way. We still have anexpected 54% contracted during fiscal '08 and 46% during fiscal '09.

Okay and so this is not enough to change those estimatedmargins within the term portion of already contracted, correct?

No. Not in a material way.

Got it, that's fine. Perfect. So, John, good work on thecost side in the yearend here. Just to make sure we get a heads-up going intothe first quarter, sometimes there is a little extra accrual for workers' compand such. Could you give us thoughts on where you see the average daily USdomestic land operating costs going sequentially?

Well, like you said, Pierre,our costs were down. And we mentioned that in the last call that we felt likewe were beginning to get a little handle on costs and we were hoping for flatand possibly down. I think right now, I don't see any reason to expect thecosts would be increasing. I think there is still an opportunity for us to atleast, hold them flat in general. Does that answer your question?

Yes, absolutely. That's great. Gentlemen, I think earlieryou're going to give us a delivery schedule when you expected the additionalrigs that you've just been awarded to be delivered. And so my question is, relative to we hear a lot abouta tightness in components and such, have you ordered the components that youneed externally yet and what is the delivery issues associated with it, if any,relative to your commitment on delivery to the field?

Peter, this is Hans. One of the things we've done I thinkvery well, and our guys get credit for, is just managing that supply chain. Andso, that's the other thing that's nice today, is that we don't have these longlead times that we have to put in front of our customers so we are going to beable to begin delivery and it will be in an orderly fashion that runs throughthe first part of April. And so, we're all set up to accommodate that neworder.

Okay. So even with the tightness in the market for equipment,you're in good shape. And then the last one, Hans, back to you, I'm alwaysinterested in the potential for the international adoption of new Flex. And so,I'll be straight up. I think a competitor rig builder is out there with some commitmentsin Russia. Doyou still feel there is opportunity in Russiaremaining beyond what's sort of already been signed up with some others andwhere else is there still international opportunity?

Well, we are still encouraged by the level of inquiry andthen we have active bids in the works in several places, Pierre.One of them would be Russiaand so that's a market we're still interested in. And so, yes, I think that our thoughts haven't reallychanged. We think that the FlexRig technology is going to be attractive tocustomers, both NOCs and both our current roster of strong customers. And Ithink we'll be hearing more as we go forward into this year in terms of -- wementioned, I think on a call or so ago that we didn't expect anything to reallyhappen that would make an impact before mid '08, and I think that's still true. And we still have to wait and hear, but we have severalthings going on, a lot more than we had six months ago or certainly a year ago.So don't get discouraged yet. We've been careful not to over-promise on theinternational markets because we know they take some more patience and at thesame time, I think we'll see some encouragement there.

Okay. Alright, that's great. Maybe one more actually, andJP, you could -- is the number of term contracts that are rolling fairly evenlyspaced during fiscal '08 or do we expect some more now, just sort of the trendin those rollovers?

Sure, Pierre.They're evenly spread out. We start the first fiscal quarter with an estimated averageof 15.9 previously existing rigs on term. That goes to 13.4 for the secondquarter, 9.7 for the third quarter and 7.7 for the fourth quarter. Those arejust estimates at this point.

Excellent. Thank you. And thanks, Doug, for your narrowingdown that estimated tax rate so tightly. I appreciate it.

You bet. You're welcome.

Gentlemen, I will turn it back. Thank you very much.

Thank you.

We got our next question from the site of Mike Breard fromHodges Capital Management. Your line is open.

Yes. That's an excellent quarter. I was just wondering theFlexRigs have been staying essentially, 100% active in the US.Is there excess demand? In other words, if you have two available, do you havethree or four people that want rigs? And the reason I ask is, is there anychance that you might consider building rigs on spec if indeed there is excessdemand?

Well, we're trying to generate as much excess demand as wecan, but we really like the model we have now and most folks on the call arefamiliar with, where we're asking for a three-year comp and very attractivefinancial returns. One of the things that we were encouraged by is this latestannouncement really fits that model so it's not a one-off contract. And yourquestion is a fair one. But our preference is to continue to have opportunitiesto build and not to, at this point, think about spec building, because wereally would encourage customers to get into our production queue.

Okay. Thank you.

We'll take our next question from the site of Mike Drickamerwith Morgan Keegan. Your line is open.

Hi. Good morning, guys.

Hi, Mike.

Doug, I don't know who is exactly best to handle this ormaybe it is for you. If you look at the 10 new rigs that were delivered duringthe quarter, what was the impact from those rigs on the average daily revenueand average daily margin? Did they have appreciable impact on the increases wesaw sequentially?

Yes, they did. Juan Pablo, you may want to address that.

Yes. I imagine, Mike, those rigs that were deployed duringthe quarter had significantly higher day rates than the average for thepreviously deployed rigs. So, as you expected, the average will continue to goup through mid fiscal '08, as it stands today.

And that's for new builds that you're referring to.

If those 10 rigs had not been delivered, would the averagedaily revenue and margin actually have decreased in the quarter?

I am sure, Mike, I would have to run those numbers. I wouldbe happy to visit about that offline.

Okay. The six new rigs that were delivered, I mean, even thoughthe rest of the market has day rates falling, is it safe for us to assume thatyou're getting the comparable returns on these six new rigs as to the previousones?

It is. The returns that we've had and talked about for ouroverall order book, these match and are very similar to those, Mike.

Okay. And then, Hans or John, I am not sure which one wantsto take this. But if we look at the eight rigs you guys have idled now, they'rein the 2,000 to 3,000 horse power range. Are there international opportunitiesfor those rigs, either you guys working them internationally or selling them tosomebody else to work internationally?

Yes, Mike, I think there is an opportunity for that. We'relooking at various options for those potential moves. Right now, just the beatmarket in general in the USis pretty soft. I think a few of those rigs will potentially go back to work inthe second half of the year. And so, I see them as opportunities. But no, Ithink that there are opportunities to also look at those internationally.

Would those rigs be for sale if somebody came with a goodoffer?

I would think anything is for sale if the price is right.

Okay. Thanks a lot, guys. I'll turn it back.

We'll take our next question from the site of Matt Conlanfrom Weeden & Company. Your line is open. Matt Conlan - Weeden& Company: Hi, guys, great quarter. Including the six new contracts thatyou announced today, you have 11 rigs to be delivered in the future, includingseven by the end of December. That implies that at least two of these new sixrigs are going to be delivered this quarter, which is an alarmingly quickdelivery. I just wanted to ask if you had already ordered thisequipment ahead of time or whether you are continuing a building program orstarting to construct rigs on semi spec at this point, in your constructionprogram.

Don't be alarmed, Matt. Yes, there is a quick response, butwe've talked before about when we've had such an aggressive order book. We havetaken all of our capital spares out of that production line. So, if you neededa mast or a motor or an engine, we purposely squeezed out all of our capitalspares as we were engaged in that effort. So we have, as part of our supply chain, consideration forcapital spares that are necessary. And the other thing we talked about lastcall is the value of the continuity of our manufacturing effort on severalfronts in terms of people, in terms of shop, floor space, in terms of thelearning that we continue to push. So, yes, there is a balancing of having and being prepared andagain, we face the same thing today. Even after this, what we think is a nicecontract we have several conversations going with additional builds, so we havegot to be prepared for it. But I think we're doing that in a very balanced way. The intention is not to preorder or have a lot of what wouldbe considered by some spec rigs on sidelines. That's not the case, but it's avery thoughtful, managed process. And I think the big driver is the need we'regoing to have for capital spares going forward. So, it gives us someflexibility in that regard and I think it's the right approach. Matt Conlan - Weeden& Company: Let me put it another way. If somebody came to you today andasked you for two new rigs, when could they be delivered?

It would depend a little bit upon rig type and --. Matt Conlan - Weeden& Company: FlexRig3.

That would be either March/April time frame. Matt Conlan - Weeden& Company: That's terrific. Great assembly line you've got going there.Okay, terrific.

If I may, one clarification just to make sure that the numbersare interpreted correctly. The seven rigs that we expect to deploy during this firstfiscal quarter include three rigs that have already been deployed. So, we onlyhave four of the 11 rigs being deployed this quarter. The other seven will bedeployed in calendar 2008. Matt Conlan - Weeden& Company: Okay. I guess --.

We can talk about that offline but I just wanted to clarify. Matt Conlan - Weeden& Company: Okay. Yes. I guess I misread that then.

Alright. Matt Conlan - Weeden& Company: Okay. Thanks.

We'll take our next question from the site of Ian Macphersonfrom Simmons & Company. Your line is open. Ian Macpherson -Simmons & Company International: Hi. Good morning and congratulations.

Thank you. Ian Macpherson -Simmons & Company International: Hi. I guess, Hans, I'd be curious to know if your capitalcosts for the FlexRig3s are pretty static or if you see them trending higher orlower on the margin with your most recent [comp] here?

What we're seeing is some overall moderating of upward pricepressure. Heretofore, we've been fighting the oil field inflation and pricecost pressures just by becoming more efficient in our manufacturing efforts. Sowe pay a lot of attention to man-hour per ton and gaining productionefficiencies. And so, that's all to I have say to your question. These mostrecent ones really reflect that average costs for Flex3 that we've been talkingabout. And to remind folks, we've said the overall order book is a little bit over$15 million. The Flex4s and Flex3s are different models. One is a little lessexpensive than the other and we really haven't given much more granularity thanthat. But to give some comfort, yes, we're seeing flat costs as we go forwardon this most recent order. Ian Macpherson -Simmons & Company International: Okay. That's helpful. And then if I may ask, could you framethat capital requirement with what you might be spending on international-deployedFlexRigs if they were to arrive?

Well, I am not sure I am following except to say, we do havebids in international work that would give us opportunities to build new into that. Butmaybe I am not following your question. Ian Macpherson -Simmons & Company International: I guess typically, we think of international land rigsrequiring a lot more capital investment just because of all the redundantcapabilities and just ancillary equipment around it. So I am wondering if weshould think about international contract opportunities entailing significantlyhigher cost per rig than what you're spending in the US?

Okay. I am sorry. Yes. I think that there are issues thatare particular to those markets. So some would require camps and that's trueeven in the USwhere we might have winterization package, might not have or we would haveother requirements that customers would spec out internationally. So those would all, of course, be add-ons. You havemobilization increases as well. So, yes, those would all, depending on what thecustomer wanted, would be an add-on to those averages that I mentioned. Ian Macpherson -Simmons & Company International: Okay. Thanks. I'll hop off.

Thank you.

(Operator Instructions) And we'll go next to the site of Arun Jayaram from CreditSuisse.

Good morning, guys. Good results.

Thank you, Arun.

I wondered if you could comment. Your rig count is up about40 rigs on a year-over-year basis in terms of work. Can you comment a littleabout the geographic distribution of your rigs and what geographic markets inthe US are youseeing the most incremental demand?

Arun, probably the largest demand we've seen has been in theRockies, continues to be in the Rockiesand the Piceance. We see demand in the Barnett. In general, the unconventionals,there continues to be a lot of demand from our customers.

Okay. And how big of a position do you have now in the Rockiesin and the Barnett?

In Piceance, we're around 20 rigs. In the Rockies,overall we're in the 40’s.

40’s.

40 range. And in the Barnett, I think we're in the 20 range,25 range there, somewhere in that ballpark.

Okay. And can you give us a sense of where these six rigsare going?

In the US?

Okay.

We can't right now. And that now they're US based, we're reallyexcited about the opportunity and --

Okay. Moving the line a little bit, in terms of yourquarterly results, your average rig margins offshore more than doubled,sequentially up about $10,000. Can you give us a sense of what that increaserelated to and is that a sustainable margin going forward? It went from $8,500a rig to 18.8, offshore.

Well, I think the way to look at offshore is right now Arun,is that we've re-shifted some of the way we report in those segments as youread and so, those numbers are a little clear shifting. But as we go throughthe first fiscal quarter you might expect a slight decline in operating incomeand a decline in margin per day. As we go through the rest of the year, through the rest ofthe fiscal year, we do expect some significant improvement and hope to be ableto attain operating income levels for that segment that are perhaps, evenhigher than those that we saw in fiscal year 2006.

That's helpful. And last question, John, in your preparedremarks you mentioned that you anticipated margins being flattish for severalquarters going forward with some of the spot work being offset by highermargins from the new builds. Would that imply that margins stick around this12.2 margin level for quarters to come?

Yes, Arun, that's what we are saying. Again, it's a functionof new rigs coming on and spot markets at higher margins, and then the spotpricing declining. And of course, we can't predict how much the spot marketwill decline. There is still further pricing pressure there but that's what weestimate right now.

Okay. That's helpful, guys. Thanks.

Thank you.

We'll take our next question from the site of Dan Pickeringfrom Tudor Pickering. Your line is open.

Good morning, guys.

Good morning, Dan.

I just wanted to simplify the new builds, just briefly. Canyou explain a little bit why either you or the customer doesn't really want totalk about where the rigs are going and is that a competitive issue or are youdisplacing other rigs? What's the dynamic behind, the mum is the word here?

I think it's pretty typical for a customer not to want lotsof information out there and we share some of that. And then, this news isrecent and so I think there may be more to be said later about it. But part ofnot giving the geographic details is I think it's easier to back into who itmight be.

Okay. I understand. Will somewhere poke around a little bit just totry to understand better, will all of these rigs go to the same placegeographically? In other words, is it a cluster of rigs for you?

Not necessarily, Dan. That's still to be determined but notnecessarily in the exact same location or same area.

Okay, Hans and again, I am just trying to understand thecustomer's philosophy here. Will these be rigs to start up new drillingprograms or will it be essentially replacing other rigs, capitalizing on theefficiency issues that you guys talk about?

Well, again, I don't know all the inside details. What Iunderstand is that I think it's a classification of what we've seen where moredifficult drilling is being seen and operators have greater needs and the olderconventional rigs are not able to do some of that drilling. From what I understand, I think is it's a replacement ofsome -- I don't know that it's necessarily a growth. I really don't know thosedetails. I do know at least there are some rigs that are being replaced.

Okay, great. And thenswitching gears, your $375 million capital budget, roughly how much of that ismaintenance?

About $150 million, Dan.

Okay. And that $150 million that incorporates the offshore,the international and the domestic rigs, correct?

That is correct.

So, roughly $150 million. So the incremental $225 millionthen is the new build program that you've laid out to date?

That is correct, new builds and some other capital projectsthat might have to do with international or offshore.

Okay, great. Thank you.

Thank you.

We'll take our next question from the side of Alan Laws fromMerrill Lynch. Your line is open.

Good morning.

Hi, Alan.

You're definitely setting the standard here in the landmarket. First question I had was, I'd like to ask about the quality issue whichsome of your competitors actually think is a debate still. Would you say thatthe recognition of the bifurcation of the market is growing?

I think that we're seeing that and I think that it gives ussome encouragement because we talk to potential new customers all the time andthere is that recognition. And I think one of the best, most effectivemarketing efforts that occurs is when customer-to-customer operators aresharing just the success that they're having and that's a partnership we havewith them. As the FlexRig becomes a catalyst to a lot of the efforts they putout, so when that operator-to-operator selling occurs, it's very positive forus.

Okay. Your early statement today was the challenges thatolder rigs are facing to compete even financially by cutting rigs. When youlook at the presence and the expected domestically land rig market for 2008,how low do you think the spot margins are going to go for lower qualityequipment, including your non-FlexRig equipment that you have out there today?

Well, that's difficult to predict. And what I was saying inmy --.

I will ask it this way. Do you think that there issignificant further downside in it?

I think that's what circles back to the notion of pricingdiscipline. We're the price leaders. We feel like we've continued to provide acertain umbrella type but maybe, more important is the segmentation that'staken on the business really does separate out and the market is recognizing,as it should. This happens in other industries. They're recognizing the highervalue and higher quality on the upper end. So I think what does happen is, if in the lack of somepricing discipline you do have rig-on-rig competition, which is typical in downcycles and it can drive price, the operator kind of steps to the sidelines andwatches the prices get driven down. So I think that that's a concern because atsome point, there is some potential contagion that runs upstream, I suppose. ButI think that's a legitimate concern.

Okay. My last question had to do with -- I know you're notin the Canadian market, but there seems to be more announcement from Canadiancontractors of bringing their fast moving or new configuration equipment intothe market. Any thoughts there around added competition or are we talking aboutmore of a niche situation?

Well, that's a good question too. We're very watchful onjust what the competition is and what the landscape looks like. And I thinkyou're right, I think you're going to see some migration down but our sense isthat we will continue to do well. I think those typically address a littleshallower market opportunity. And so I am not sure I would call it niche, butit's a slightly different market opportunity and it's something that I think isimportant to watch going forward.

Alright, okay. Thank you very much for the answers. Iappreciate it, guys.

And we have a follow-up question. This one is from the siteof Mike Breard from Hodges Capital Management. Your line is open.

Yes, just a quick question. Six new rigs, is that a brandnew customer or somebody that's already using a FlexRig? And in general, areyou seeing more people picking up your FlexRigs for the first time?

Well, we're sure seeing interest in customers that would befirst timers. But, Mike, we can't tell you if that's a new one or an old one interms of a FlexRig customer.

Okay. Thank you.

And we have another follow-up question. This one is from IanMacpherson from Simmons & Company. Your line is open. Ian Macpherson -Simmons & Company: I just have a quick follow-up. I don't know if I missed this,sorry if I did on the questions around the spot market. Did you provide where kindof the range of spot day rates were for the average of the past quarter andwhere they are today?

Yes, well, if you take the average for the H&P rigs thatwere in the spot market during our fourth fiscal quarter, I think that numberis very close to 24,100 and we believe that that will slightly continue todecline as we've seen in previous quarters. Ian Macpherson -Simmons & Company: Alright, thanks, JP.

Yes, sir.

I am showing no further questions at this time.

Thank you very much. Have a good day.

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