AutoCoded Document





Exhibit 10.15







	 	John
M. Tyson
Vice President
(918) 595-3189
(918) 280-3368 (fax)








May 4, 2004





Helmerich & Payne
International Drilling Co.
1437 South Boulder Avenue
Tulsa, Oklahoma 74119



Attention:  Mr.
Douglas E. Fears, Vice President




Re: Second
Amendment to Credit Agreement



Gentlemen/Ladies:



     Reference
is made to the Credit Agreement dated July 16, 2002, between Helmerich &
Payne International Drilling Co. (the “Borrower”), Helmerich &
Payne, Inc., the several Lenders from time to time thereto (the
“Lenders”) and Bank of Oklahoma, National Association, as
Administrative Agent (the “Administrative Agent”), as amended by that
certain First Amendment to Credit Agreement dated July 15, 2003 (the Credit
Agreement, as amended by the First Amendment thereto, is hereinafter referred to
as the “Credit Agreement”). Capitalized terms used in this letter and
not otherwise defined have the meanings assigned to them in the Credit
Agreement. “BOk” refers to Bank of Oklahoma, National Association, as
a Lender under the Credit Agreement.



     This
letter will serve to confirm that (i) pursuant to Section 2.5(a) of the Credit
Agreement, the Borrower has given proper written notice to the Administrative
Agent of the Borrower’s intent to reduce the Aggregate Revolving Committed
Amount from $125,000,000.00 to $50,000,000.00, effective as of May 4, 2004, and
that (ii) effective as of May 4, 2004, each of the Lenders (other than BOk) has
transferred and assigned to BOk all of their rights and obligations under the
Credit Agreement, including the Notes originally executed and delivered to such
other Lenders pursuant to the Credit Agreement. Accordingly, as of May 4, 2004:
(i) the Aggregated Revolving Committed Amount is $50,000,000.00; (ii) BOk is the
sole lender under the Credit Agreement, having a Revolving Committed Amount of
$50,000,000.00; (iii) the Notes executed and delivered by the Borrower to each
of the other Lenders have been assigned to BOk and will be cancelled by BOk; and
(iv) the Borrower’s Note dated July 16, 2002, payable to the order of BOk
in the stated principal amount of $50,000,000.00 is the only Note outstanding
under the Credit Agreement evidencing the Revolving Loans.










May 4, 2004

Page 2



     Further,
the Credit Agreement is amended as follows, effective immediately:



	 	(A) 	the
Non-Use Fee described in Section 3.2(a) of the Credit Agreement is hereby  deleted; 







	 	(B) 	Section 7.12 (Liquidity
Maintenance) of the Credit Agreement is hereby deleted; and







	 	(C) 	All references in the Credit
Agreement to the Swingline Commitment, the
Swingline Loans and the Swingline Commitment, and all provisions of the Credit
Agreement pertaining to the Swingline Commitment and the Swingline Loans
(including Section 2.1(c), will have no further force or effect for so long as
BOk is the only Lender under the Credit Agreement.







     This
letter agreement is intended to be and shall be construed as an amendment to the
Credit Agreement. The remaining terms, provisions and conditions set forth in
the Credit Agreement shall remain in full force and effect.



     Please
indicate your concurrence with the foregoing where indicated below. This letter
agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which shall constitute a single agreement. This
letter agreement may be executed in counterparts. Transmission by facsimile of
an executed counterpart of this letter agreement shall be deemed to constitute
due and sufficient delivery of such counterpart and such facsimile shall be
deemed to be an original counterpart of this letter agreement.



	 	Very
truly yours,
 
BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as Lender and as
Administrative Agent
 
By:____________________________
          John M. Tyson, Vice President










ACCEPTED AND
AGREED TO EFFECTIVE AS OF MAY 4, 2004:



HELMERICH & PAYNE
INTERNATIONAL DRILLING CO.




By:________________________________

Name:_____________________________
Title:______________________________









May 4, 2004

Page 3



ACCEPTED AND AGREED TO EFFECTIVE AS OF MAY 4, 2004:





HELMERICH & PAYNE,
INC.




By:________________________________

Name:_____________________________
Title:______________________________