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 *
  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)
03/07/2006
(Street)

TULSA, OK 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)

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 12/06/2001(1) 12/06/2010 Common Stock 3,942 $ 24.5909 D  

Reporting Owners

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

Signatures

Jonathan M. Cinocca, by Power of Attorney for John W. Lindsay 04/17/2006
**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. 1996 Stock Incentive Plan on 12/06/00 at an exercise price of $32.3125, becoming $24.5909 post-spinoff. These options vested over 4 years in 25% increments. The noted date represents the first date options vested and became exercisable.
 
Remarks:
This Amendment to the reporting person's Form 3 is filed soley to reflect the options to purchase 3,942 shares (as reflected above) that were inadvertently omitted from the original Form 3.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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