X0202 4 2006-06-07 0 0000046765 HELMERICH & PAYNE INC HP 0001196159 RUST EDWARD B JR 1437 S. BOULDER AVE. SUITE 1400 TULSA OK 74119-3623 1 0 0 0 Phantom Stock 2006-06-07 4 A 0 71.4286 61.25 A Common Stock 71.4286 1278.046 D Phantom Stock 2006-09-01 4 A 0 2.3312 24.67 A Common Stock 2.3312 1280.377 D 1-for-1. The shares of phantom stock become payable, in cash only, at the election of the reporting person either (1) in a lump sump payable no later than 60 days following the termination of the reporting person's service as a director or (2) in annual installments for a period of 'x' years (not to exceed 10). After giving effect to the transaction reported in this line item of Table II, the number of derivative securities beneficially owned was 639.0231; however, on July 7, 2006, Helmerich & Payne, Inc. effected a 2 for 1 stock split. As such, the number of derivative securities beneficially owned as reported in this line item is 1,278.046. /s/ Jonathan M. Cinocca, by Power of Attorney for Edward B. Rust 2006-09-05