X0202 4/A 2006-01-30 2006-01-30 0 0000046765 HELMERICH & PAYNE INC HP 0001219115 MACKEY STEVEN R 1437 SOUTH BOULDER AVE. TULSA OK 74119 0 1 0 0 Vice Pres., General Counsel Common Stock 2006-01-30 4 M 0 8212 22.6636 A 19020 D Common Stock 2006-01-30 4 S 0 8212 76.40 D 10808 D Common Stock 2006-01-30 4 M 0 16424 24.5909 A 27232 D Common Stock 2006-01-30 4 S 0 236 76.80 D 26996 D Common Stock 2006-01-30 4 S 0 16188 76.40 D 10808 D Stock Option (right to buy) 22.6636 2006-01-30 4 M 0 8212 0.00 D 2002-12-05 2011-12-05 Common Stock 8212 0 D Stock Option (right to buy) 24.5909 2006-01-30 4 M 0 16424 0.00 D 2001-12-06 2010-12-06 Common Stock 16424 0 D Includes 1,808 shares held indirectly in the reporting person's 401(k) account. These options were granted under the Helmerich & Payne, Inc. 2000 Stock Incentive Plan on 12/5/01 at an exercise price of $29.78, and $22.6636 post spin-off. These options vested over 4 years in 25% increments. The noted date represents the date options first vested. These options were granted under the Helmerich & Payne, Inc. 1996 Stock Incentive Plan on 12/6/00 at an exercise price of $32.3125, and $24.5909 post spin-off. These options vested over 4 years in 25% increments. The noted date represents the date options first vested. This Amendment to Form 4 filed 1/30/06 is being filed solely to correct the amount of shares reflected as beneficially owned in column 5 of Table I; each line item in that column was inadvertently understated by 5,000 shares. All other information reflected on this Amendment is the same as the original Form 4 and this Amendment simply restates same. Jonathan M. Cinocca, by Power of Attorney for Steven R. Mackey 2006-01-31