8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED:  June 23, 2006

HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)

State of Incorporation:  Delaware

COMMISSION FILE NUMBER 1-4221

Internal Revenue Service — Employer Identification No. 73-0679879

1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma 74119
(918)742-5531

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01             OTHER EVENTS

On June 23, 2006, Helmerich & Payne, Inc. issued a press release announcing that its stockholders approved an increase in authorized capital stock to effect a stock split. The stock split is payable in the form of a stock dividend which will be distributed on July 7, 2006, to stockholders of record on June 26, 2006. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release issued by Helmerich & Payne, Inc. on June 23, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized the undersigned to sign this report on its behalf.

HELMERICH & PAYNE, INC.

(Registrant)

/s/ Steven R. Mackey

Steven R. Mackey

Vice President

DATE: June 23, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Helmerich & Payne, Inc. on June 23, 2006

2

EX-99.1

Exhibit 99.1

June 23, 2006

HELMERICH & PAYNE STOCKHOLDERS APPROVE
INCREASE IN AUTHORIZED CAPITAL TO EFFECT STOCK SPLIT

Helmerich & Payne, Inc. announced that at a special meeting of the stockholders held today, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company. The additional shares will accommodate the previously announced two-for-one stock split, which was approved by the Company’s Board of Directors on March 1, 2006. The stock split is payable in the form of a stock dividend which will be distributed on July 7, 2006, to stockholders of record on June 26, 2006.

Statements in this release that are “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934 are based on current expectations and assumptions that are subject to risks and uncertainties. For information regarding risks and uncertainties associated with the Company’s business, please refer to “Risk Factors” and “Management’s Discussion & Analysis of Results of Operations and Financial Condition” section of the Company’s SEC filings, including but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. As a result of these factors, Helmerich & Payne, Inc.’s actual results may differ materially from those indicated or implied by such forward-looking statements.

Contacts:  Doug Fears
(918) 588-5208
Juan Pablo Tardio
(918) 588-5383