HELMERICH & PAYNE INC (Form: 3, Received: 03/08/2006 10:51:11)

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 ^*
ORR M ALAN
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)

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)

Common Stock 15000 D

Common Stock 8179 I Reporting Person's 401(k) Account

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) 12/5/2002 ⁽¹⁾ 12/5/2011 Common Stock 8212 $22.6636 D

Stock Option (right to buy) 12/4/2003 ⁽²⁾ 12/4/2012 Common Stock 15000 $27.74 D

Stock Option (right to buy) 12/3/2004 ⁽³⁾ 12/3/2013 Common Stock 20250 $24.16 D

Stock Option (right to buy) 12/1/2005 ⁽⁴⁾ 12/1/2014 Common Stock 22000 $32.02 D

Stock Option (right to buy) 12/5/2006 ⁽⁵⁾ 12/5/2015 Common Stock 17500 $60.475 D

Explanation of Responses:

(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

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

ORR M ALAN
1437 SOUTH BOULDER AVE., SUITE 1400
TULSA, OK 74119

Exec. VP - Drilling Subsidiary

Signatures

Jonathan M. Cinocca, by Power of Attorney for M. Alan Orr 3/8/2006

^** 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
Common Stock	15000	D
Common Stock	8179	I	Reporting Person's 401(k) Account

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Stock Option (right to buy)	12/5/2002 ⁽¹⁾	12/5/2011	Common Stock	8212	$22.6636	D
Stock Option (right to buy)	12/4/2003 ⁽²⁾	12/4/2012	Common Stock	15000	$27.74	D
Stock Option (right to buy)	12/3/2004 ⁽³⁾	12/3/2013	Common Stock	20250	$24.16	D
Stock Option (right to buy)	12/1/2005 ⁽⁴⁾	12/1/2014	Common Stock	22000	$32.02	D
Stock Option (right to buy)	12/5/2006 ⁽⁵⁾	12/5/2015	Common Stock	17500	$60.475	D

POWER OF ATTORNEY Exhibit 24

(For Executing Forms 3, 4, and 5)

KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby

constitutes and appoints each of Steven R. Mackey, Cathy C. Olaniyan,

Jonathan M. Cinocca, and Judy E. Kidd signing singly, his true and lawful

attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4, or 5 and the timely filing of such Form with the United States Securities and Exchange Commission and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his/her discretion.

The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform each and every act and thing

whatsoever requisite, necessary, and proper to be done in the exercise of

any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with

full power of substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact or his substitute or substitutes shall

lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934.

WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of March, 2006.

                                                  /s/ M. Alan
Orr

__________________________________
                                                  M. Alan Orr

CERTIFICATION

The undersigned hereby
certifies
that he/she has read and understands, and agrees to comply with,
the
Company's insider trading policy, a copy of which was distributed with

this Certification form.

Dated: March 8, 2006


/s/ M.
Alan Orr
                                                 __________________________________

M. Alan
Orr
Executive Vice President,
Drilling
Technology and
Development

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	15000	D
Common Stock	8179	I	Reporting Person's 401(k) Account

*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)	12/5/2002 ⁽¹⁾	12/5/2011	Common Stock	8212	$22.6636	D
Stock Option (right to buy)	12/4/2003 ⁽²⁾	12/4/2012	Common Stock	15000	$27.74	D
Stock Option (right to buy)	12/3/2004 ⁽³⁾	12/3/2013	Common Stock	20250	$24.16	D
Stock Option (right to buy)	12/1/2005 ⁽⁴⁾	12/1/2014	Common Stock	22000	$32.02	D
Stock Option (right to buy)	12/5/2006 ⁽⁵⁾	12/5/2015	Common Stock	17500	$60.475	D

Explanation of Responses:
(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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ORR M ALAN 1437 SOUTH BOULDER AVE., SUITE 1400 TULSA, OK 74119			Exec. VP - Drilling Subsidiary

Signatures
Jonathan M. Cinocca, by Power of Attorney for M. Alan Orr		3/8/2006
^** 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.