Edgar Filing: HELMERICH & PAYNE INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â LINDSAY JOHN W

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2006

3. Issuer Name and Ticker or Trading Symbol
HELMERICH & PAYNE INC [HP]

(Last)

(First)

(Middle)

1437 SOUTH BOULDER AVE., SUITE 1400

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec. VP - Drilling Subsidiary

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

TULSA,Â OKÂ 74119

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,000	D	Â
Common Stock	4,604	I	Reporting Person's 401(k) Account

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	12/05/2002⁽¹⁾	12/05/2011	Common Stock	11,826	$ 22.6636	D	Â
Stock Option (right to buy)	12/04/2003⁽²⁾	12/04/2012	Common Stock	18,000	$ 27.74	D	Â
Stock Option (right to buy)	12/03/2004⁽³⁾	12/03/2013	Common Stock	16,000	$ 24.16	D	Â
Stock Option (right to buy)	12/01/2005⁽⁴⁾	12/01/2014	Common Stock	22,000	$ 32.02	D	Â
Stock Option (right to buy)	12/05/2006⁽⁵⁾	12/05/2015	Common Stock	17,500	$ 60.475	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LINDSAY JOHN W 1437 SOUTH BOULDER AVE., SUITE 1400 TULSA,Â OKÂ 74119	Â	Â	Â Exec. VP - Drilling Subsidiary	Â

Signatures

Jonathan M. Cinocca, by Power of Attorney for John W. Lindsay		03/07/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/05/01 at an exercise price of $29.78, becoming $22.6636 post-spinoff. These options vested over 4 years in 25% increments. The noted date represents the first date options vested and became exercisable.
(2)	These options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/04/02 at an exercise price of 27.74. These options vest over 4 years in 25% increments. The noted date represents the first date options vest and become exercisable.
(3)	These options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/03/03 at an exercise price of $24.16. These options vest over 4 years in 25% increments. The noted date represents the first date options vest and become exercisable.
(4)	These options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/01/04 at an exercise price of $32.02. These options vest over 4 years in 25% increments. The noted date represents the first date options vest and become exercisable.
(5)	These options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/05/05 at an exercise price of $60.475. These options vest over 4 years in 25% increments. The noted date represents the first date options vest and become exercisable.
Â Remarks: ExhibitÂ List: ExhibitÂ No.Â 24Â -Â PowerÂ ofÂ Attorney

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