UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
[Rule 13d-101]

(1)

Includes 15,661,000 shares held by Intrepid Production Corporation that are or may be deemed to be beneficially owned by Robert P. Jornayvaz III. Mr. Jornayvaz is the sole shareholder, sole director and President of Intrepid Production Corporation. Mr. Jornayvaz was granted 17,578 shares of restricted common stock on February 25, 2009, which will vest in three equal annual installments beginning on February 25, 2010. This amount also includes 150,000 shares of common stock held by LARRK Foundation and 120 shares of common stock held by Mr. Jornayvaz’s daughter, of which he disclaims beneficial ownership.

(2)

Excludes 15,961,000 shares of Common Stock of the Issuer held by Harvey Operating and Production Company, which may be deemed to be beneficially owned by Robert P. Jornayvaz III as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Robert P. Jornayvaz III that he is the beneficial owner of any shares of Common Stock of the Issuer held by Harvey Operating and Production Company.

(3)

Based on the 75,032,086 shares of Common Stock of the Issuer outstanding as of October 31, 2009, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q.

Item 1.

Security and Issuer

This Amendment No. 3 amends the statement on Schedule 13D filed on May 5, 2008, as amended on December 16, 2008 and June 8, 2009, by Intrepid Production Corporation, a Colorado corporation (“IPC”) and Robert P. Jornayvaz III (“RPJ”) with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Intrepid Potash, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition have the meanings assigned to them in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby supplemented as follows:

(a) The responses of the Reporting Persons with regard to Items 11 and 13 of the cover pages to this Amendment No. 3 that relate to the aggregate number and percentage of Common Stock beneficially owned by such Reporting Persons are herein incorporated by reference.

(b) The responses of the Reporting Persons with regard to Items 7, 8, 9 and 10 of the cover pages to this Amendment No. 3 that relate to the number of shares as to which such persons have sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition are herein incorporated by reference.

(c) The following transactions in the Common Stock were effected by the Reporting Persons in the 60 days prior to the date of this filing:

(1) On November 9, IPC sold 163,900 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $4,247,091.53.  The shares were sold in multiple transactions at prices ranging from $25.39 to $27.38 per share, inclusive.

(2) On November 10, IPC sold 11,100 shares of Common Stock in the open market pursuant to a Rule 10b5-1 sales plan adopted on November 9, 2009 for aggregate consideration of $283,470.69.  The shares were sold in multiple transactions at prices ranging from $25.41 to $25.83 per share, inclusive.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows:

On November 9, 2009, IPC entered into a Rule 10b5-1 sales plan with a broker to sell shares of the Issuer’s common stock.  The maximum number of shares that may be sold under the Plan amounts to less than 10% of the shares of the Issuer’s common stock beneficially owned by RPJ.  Under the Plan, up to 1,450,000 shares of the Issuer’s common stock (less any shares sold under the Rule 10b5-1 sales plan entered into on June 8, 2009) may be sold beginning on November 9, 2009, with such shares to be sold in separate tranches at different specified market prices.  The Plan is scheduled to remain in effect until November 8, 2010.  The Plan was adopted in accordance with the Issuer’s insider trading policy and is intended to comply with the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Item 7.

Material to be Filed as Exhibits

Exhibit 1

Joint Filing Agreement among the Reporting Persons, dated May 5, 2008.†

Exhibit 2

Powers of Attorney for the Reporting Persons, dated May 5, 2008.†

Exhibit 3

Form of Lock-Up Agreement, dated as of April 21, 2008, between the Issuer and each of the Original Stockholders, RPJ and the other directors and officers of the Issuer.*

Exhibit 4

Exchange Agreement, dated as of April 21, 2008, between the Issuer and Intrepid Mining.**

Exhibit 5

Director Designation and Voting Agreement, dated as of April 25, 2008, among the Issuer, IPC, HOPCO and PAL.***

Exhibit 6

Registration Rights Agreement, dated as of April 25, 2008, among the Issuer, IPC, HOPCO and PAL.***

Exhibit 7

Employment Agreement, dated as of April 25, 2008, between the Issuer and RPJ.***

Exhibit 8

2008 Equity Incentive Plan, dated April 25, 2008.****

Exhibit 9

Sales Plan, adopted June 8, 2009, between IPC and J.P. Morgan Securities Inc.†

Exhibit 10

Sales Plan, adopted November 9, 2009, between IPC and J.P. Morgan Securities Inc.††

†

Previously filed.

††

Filed herewith.

*

Incorporated by reference to Exhibit A to Exhibit 10.1 to Amendment No. 3 to the Issuer’s Registration Statement on Form S-1 filed with the Commission on April 7, 2008.

**

Incorporated by reference to the Issuer’s Current Report on Form 8-K dated April 25, 2008, filed with the Commission on April 25, 2008.

***

Incorporated by reference to the Issuer’s Current Report on Form 8-K dated May 1, 2008, filed with the Commission on May 1, 2008.

****

Incorporated by reference to the Issuer’s Registration Statement on Form S-8 dated April 25, 2008, filed with the Commission on April 25, 2008.

Dated: November 12, 2009

INTREPID PRODUCTION CORPORATION

By:

/s/ Jennifer D’Alessandro

Name:

Jennifer D’Alessandro

Title:

Attorney-in-Fact

Dated: November 12, 2009

ROBERT P. JORNAYVAZ III

By:

/s/ Jennifer D’Alessandro

Name:

Jennifer D’Alessandro

Title:

Attorney-in-Fact