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)
(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)
Common Stock 15,000
D
 
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 12/05/2002(1) 12/05/2011 Common Stock 11,826 $ 22.6636 D  
Stock Option (right to buy) 12/04/2003(2) 12/04/2012 Common Stock 18,000 $ 27.74 D  
Stock Option (right to buy) 12/03/2004(3) 12/03/2013 Common Stock 16,000 $ 24.16 D  
Stock Option (right to buy) 12/01/2005(4) 12/01/2014 Common Stock 22,000 $ 32.02 D  
Stock Option (right to buy) 12/05/2006(5) 12/05/2015 Common Stock 17,500 $ 60.475 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 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.
 
Remarks:
Exhibit List:

Exhibit No. 24 - Power of Attorney

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