HELMERICH & PAYNE INC (Form: 3/A, Received: 04/17/2006 11:14:48)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
LINDSAY JOHN W
2. Date of Event Requiring Statement (MM/DD/YYYY) 3/1/2006
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 /

(Street)
TULSA, OK 74119

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

3/7/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 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) 12/6/2001 ⁽¹⁾ 12/6/2010 Common Stock 3942 $24.5909 D

Explanation of Responses:

(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.

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 4/17/2006

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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 Derivate 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)	12/6/2001 ⁽¹⁾	12/6/2010	Common Stock	3942	$24.5909	D

Explanation of Responses:
(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.

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, OK 74119			Exec. VP - Drilling Subsidiary

Signatures
Jonathan M. Cinocca, by Power of Attorney for John W. Lindsay		4/17/2006
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.