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: AUGUST 7, 2008

ATWOOD OCEANICS, INC.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER 1-13167

TEXAS
(State or other jurisdiction of incorporation or organization)

Internal Revenue Service – Employer Identification No. 74-1611874

15835 Park Ten Place Drive, Houston, Texas, 77084
(281) 749-7800

____________

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):

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

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

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

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

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 7, 2008, the Company announced its earnings for the Fiscal Year 2008 Third Quarter ended June 30, 2008. A copy of the press release summarizing these earnings is filed with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Additional information with respect to the Company’s consolidated statements of operations for the three months and nine months ended June 30, 2008 and 2007, an analysis of revenues and contract drilling costs for the three months and nine months ended June 30, 2008 and 2007 and condensed consolidated balance sheets at June 30, 2008 and September 30, 2007 are attached hereto as Exhibits 99.2, 99.3, and 99.4 respectively, which are being furnished; however, should not be deemed to be filed under Section 18 of the Exchange Act.

ITEM 7.01 REGULATION FD DISCLOSURE

Additional information with respect to the Company’s Fleet Status Report at August 7, 2008 is attached hereto as Exhibit 99.5. Such information is being furnished under Regulation FD and should not be deemed to be filed under Section 18 of the Exchange Act. The Fleet Status Report has also been posted on the Company’s website at www.atwd.com.

The RICHMOND continues to drill in the U.S. Gulf of Mexico for Contango Operations Inc. (“Contango”). The current well (expected to be completed by mid-August 2008) has a dayrate of $65,000. Immediately following the completion of its current well, the rig will drill two more wells for Contango at dayrates of $75,000 and $78,000, respectively. We expect that it will take until February 2009 to complete the drilling of these wells. Contango has an option to drill one additional well, which, if drilled, could extend into March 2009. The ATWOOD FALCON commenced drilling one well at a dayrate of $425,000 on July 15, 2008 and is expected to complete the drilling of this one well commitment around mid-August, 2008 (for a total drilling time for this well of around 30 days). Following completion of this well, the rig will return to its contract with Sarawak Shell which is expected to extend to August 2009, with a dayrate of $160,000 plus approximately $24,000 of amortized per day revenues. The ATWOOD BEACON continues to work under its contract offshore India with Gujarat State Petroleum Corporation. This contract provides for a dayrate of $133,500 and will extend through the completion of the well in progress at the end of January 2009.

Statements contained in this report with respect to the future are forward-looking statements. These statements reflect management's reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including; the Company's dependence on the oil and gas industry; the risks involved the construction of a rig; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism; risks associated with a possible disruption in operations due to a war with Iraq; and governmental regulations and environmental matters. A list of additional risk factors can be found in the Company's annual report on Form 10-K for the year ended September 30, 2007, filed with the Securities and Exchange Commission.

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ITEM 9.01 EXHIBITS

EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 7, 2008

EXHIBIT 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2008 AND 2007

EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2008

EXHIBIT 99.4 CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2008 AND SEPTEMBER 30, 2007

EXHIBIT 99.5FLEET STATUS REPORT AT AUGUST 7, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                             ATWOOD OCEANICS, INC.
                                             (Registrant)

                                              /s/ James M. Holland
                                             James M. Holland
                                             Senior Vice President

                                             DATE: August 7, 2008

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1		Press Release dated August 7, 2008
99.2		Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2008 and 2007
99.3		Analysis of Revenues and Drilling Costs for the Three Months and Nine Months ended June 30, 2008
99.4		Condensed Consolidated Balance Sheets at June 30, 2008 and September 30, 2007
99.5		Fleet Status Report at August 7, 2008

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EXHIBIT 99.2

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

	Three Months Ended		Nine Months Ended
	June 30,		June 30,
	2008	2007	2008	2007

REVENUES:
Contract drilling	$ 141,372	$ 98,371	$ 365,950	$ 278,875
Business interruption proceeds	-	-	-	2,558
	141,372	98,371	365,950	281,433

COSTS AND EXPENSES:
Contract drilling	57,094	47,484	159,999	140,211
Depreciation	8,871	8,438	25,914	24,782
General and administrative	7,567	5,949	23,049	17,991
Gain on sale of equipment	(129)	(157)	(214)	(341)
	73,403	61,714	208,748	182,643
OPERATING INCOME	67,969	36,657	157,202	98,790

OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest	(204)	(392)	(1,146)	(1,317)
Interest income	301	304	1,475	1,177
	97	(88)	329	(140)
INCOME BEFORE INCOME TAXES	68,066	36,569	157,531	98,650
PROVISION FOR INCOME TAXES	7,685	4,536	16,846	13,775
NET INCOME	$ 60,381	$ 32,033	$ 140,685	$ 84,875

EARNINGS PER COMMON SHARE:
Basic	0.94	0.51	2.21	1.36
Diluted	0.93	0.50	2.18	1.34
AVERAGE COMMON SHARES OUTSTANDING:
Basic	64,023	62,982	63,665	62,466
Diluted	64,776	63,928	64,509	63,436

	FOR THE THREE MONTHS ENDED JUNE 30,
	2008	2007

Revenues	$ 141,372,000	$ 98,371,000
Income before Income Taxes	68,066,000	36,569,000
Provision for Income Taxes	(7,685,000)	(4,536,000)
Net Income	60,381,000	32,033,000
Earnings per Common Share -
Basic	0.94	0.51
Diluted	0.93	0.50
Weighted Average Shares
Outstanding -
Basic	64,023,000	62,982,000
Diluted	64,776,000	63,928,000


	FOR THE NINE MONTHS ENDED JUNE 30,
	2008	2007

Revenues	$ 365,950,000	$ 281,433,000
Income before Income Taxes	157,531,000	98,650,000
Provision for Income Taxes	(16,846,000)	(13,775,000)
Net Income	140,685,000	84,875,000
Earnings per Common Share -
Basic	2.21	1.36
Diluted	2.18	1.34
Weighted Average Shares
Outstanding -
Basic	63,665,000	62,466,000
Diluted	64,509,000	63,436,000

	FOR THE THREE MONTHS ENDED
	JUNE 30, 2008

		CONTRACT
		DRILLING
	REVENUES	COSTS
	(In Millions)

ATWOOD SOUTHERN CROSS	$ 36.1	$ 8.1
ATWOOD EAGLE	26.1	12.5
ATWOOD HUNTER	21.5	7.4
ATWOOD FALCON	17.2	6.6
VICKSBURG	13.9	5.3
ATWOOD BEACON	12.3	4.9
SEAHAWK	8.3	7.7
RICHMOND	6.0	3.7
OTHER	-	0.9
	141.4	57.1


	FOR THE NINE MONTHS ENDED
	JUNE 30, 2008

		CONTRACT
		DRILLING
	REVENUES	COSTS
	(In Millions)

ATWOOD SOUTHERN CROSS	$ 82.9	$ 24.4
ATWOOD HUNTER	67.7	21.9
ATWOOD EAGLE	53.3	32.6
ATWOOD FALCON	51.0	18.0
VICKSBURG	42.6	14.1
ATWOOD BEACON	34.5	14.3
SEAHAWK	24.1	24.0
RICHMOND	9.9	8.4
OTHER	-	2.3
	366.0	160.0

EXHIBIT 99.4

ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	June 30,	September 30,
	2008	2007

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$ 201,424	$ 100,361
Accounts receivable, net of an allowance
of $240 at June 30, 2008
and $164 at September 30, 2007	111,525	76,597
Income tax receivable	2,356	1,870
Inventories of materials and supplies, net	34,126	26,721
Deferred tax assets	-	390
Prepaid expenses and deferred costs	2,859	10,240
Total Current Assets	352,290	216,179

NET PROPERTY AND EQUIPMENT	671,138	493,851

DEFERRED COSTS AND OTHER ASSETS	4,618	7,694
	$ 1,028,046	$ 717,724

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of notes payable	$ -	$ 18,000
Accounts payable	17,222	11,769
Accrued liabilities	44,453	27,861
Deferred income taxes	482	-
Total Current Liabilities	62,157	57,630

LONG-TERM DEBT,
net of current maturities:	170,000	-
	170,000	-
LONG TERM LIABILITIES:
Deferred income taxes	11,584	14,729
Deferred credits	11,378	24,093
Other	6,294	5,417
	29,256	44,239

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000 shares authorized, none outstanding	-	-
Common stock, $1 par value, 90,000 shares
authorized with 64,026 and 63,350 issued
and outstanding at June 30, 2008
and September 30, 2007, respectively	64,026	63,350
Paid-in capital	112,505	101,549
Retained earnings	590,102	450,956
Total Shareholders' Equity	766,633	615,855
	$ 1,028,046	$ 717,724

RIG NAME		RATED WATER DEPTH	LOCATION	CUSTOMER	ESTIMATED CONTRACT END DATE		ESTIMATED CONTRACT DAYRATE	UNAUDITED AVERAGE PER DAY OPERATING COSTS (NOT INCLUDING TAX) FOR THE THREE MONTHS ENDED JUNE 30, 2008/MONTH ENDED JUNE 30, 200 8 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE		5000’	Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June 2010		Approximately $405,000	$137,000/$165,000	A portion of the dayrate is subject to some change due to currency exchange rate variance.
			Australia	BHP BILLITON PETROLEUM	FIRM WORK – (One well deferred from previous drilling program which cannot be drilled before January 1, 2009 but must be drilled by the end of calendar year 2009.)		Approximately $170,000 for 35 days and $465,000 thereafter until completion.	N/A
			Australia	CHEVRON AUSTRALIA PTY. LTD. (“CHEVRON”)	FIRM WORK – (Until new semisubmersible arrives in Australia) February/March 2011		$430,000/$450,000	N/A	Subject to change due to cost escalation provision of contract.
			Australia	CHEVRON	OPTION WORK – Has option to continue to use rig for a mutually agreed term after the new semisubmersible arrives in Australia.		$405,000/$425,000	N/A	Subject to change due to cost escalation provision of contract.
ATWOOD HUNTER		5,000’	Mauritania	PETRONAS CARIGALI SDN. BHD. From Farmout of WOODSIDE CONTRACT	FIRM WORK - September 2008		$240,000	$81,000/$86,000
			Mobilizing to Eastern Mediterranean Sea	NOBLE ENERGY, INC. (“NOBLE”)	FIRM WORK - October/November 2008 (Estimated to take 35 days)		$460,000	N/A
			Eastern Mediterranean Sea	NOBLE	FIRM WORK - January/April 2009 (Estimated to take 80 to 160 days)		$511,000	N/A	Subject to change due to cost escalation provision of contract.
			Mobilizing to Ghana	KOSMOS ENERGY GHANA HC (“KOSMOS”)	FIRM WORK - March/June 2009 (Estimated to take 55 days)		$460,000	N/A	Subject to change due to cost escalation provision of contract.
			Ghana	KOSMOS	FIRM WORK - December 2009/March 2010 (Estimated to take 270 days)		$538,000	N/A	Subject to change due to cost escalation provision of contract.
			Other West Africa Designated Areas	NOBLE/KOSMOS	FIRM WORK - October/November 2012		$538,000 to $545,000 while operating and $460,000 during all mobilization periods	N/A	Subject to change due to cost escalation provision of contract.
			TBD	N/A	N/A		N/A	N/A	The rig could incur ten (10) zero rate days in the fourth quarter of fiscal year 2009 for regulatory inspections.
ATWOOD FALCON		5,000’	Malaysia	OPERATOR IN THE SOUTH CHINA SEA	FIRM WORK – August 2008		$425,000 (one well commitment with an approximate duration of 30 days)	$73,000/$61,000	The rig could incur 2 to 4 zero rate days during the second quarter of fiscal year 2009 due to required regulatory inspections.
			Malaysia	SARAWAK SHELL BERHAD (“SHELL”)	FIRM WORK – August 2009		$160,000/ plus approximately $24,000 of amortized per day revenue
			Malaysia	SHELL	OPTION – (1 year)		TBD	N/A
ATWOOD SOUTHERN CROSS	2,000’		Italy	ENI Spa AGIP EXPLORATION & PRODUCTION DIVISION (“ENI”)	FIRM WORK – August 2008		$406,000	$89, 000/$84,000
CANTILEVER JACK-UPS:
ATWOOD BEACON	400’		India	GUJARAT STATE PETROLEUM CORPORATION LTD (“GSPC”)	FIRM WORK – Completion of well in progress at the end of January 2009		$133,500	$54,000/$52,000
			India	GSPC	OPTIONS – (1 year)		TBD	N/A

VICKSBURG	300’		Thailand	CHEVRON OVERSEAS PETROLEUM	FIRM WORK – June 2009		$154,000	$58,000/$77,000
SEMISUBMERSIBLE TENDER ASSIST UNIT:
SEAHAWK	1,800’		Equatorial Guinea	AMERADA HESS EQUATORIAL GUINEA, INC. (“HESS”)		FIRM WORK – August 2009	$77,000 (plus approximately $17,000 of amortized per day revenue.) (The rig incurred four (4) zero rate days in June.)	$85,000/$85,000		Contract provides for dayrate increases based upon certain cost escalations as well as an approximately $15,000 per day reduction during periods when the rig is being relocated to a new drilling site.
			Equatorial Guinea	HESS		OPTIONS – (2 six-month options) September 2010 (if all the three ( 2) six-month options are exercised)	$76,000	N/A		Dayrate subject to increase due to contract cost escalations.
			Equatorial Guinea	N/A		N/A	N/A	N/A		The rig could incur three (3) to five (5) zero rate days in the fourth quarter of fiscal year 2008 for maintenance.
SUBMERSIBLE:
RICHMOND	70’		US Gulf of Mexico	CONTANGO OPERATIONS INC. (“CONTANGO”)		FIRM WORK – Mid-August 2008	$65,000	$41,000/$51,000
			US Gulf of Mexico	CONTANGO		FIRM WORK – One well November 2008	$75,000	N/A
			US Gulf of Mexico	CONTANGO		FIRM WORK – One well February 2008	$78,000	N/A
			US Gulf of Mexico	CONTANGO		OPTION – March 2009	TBD	N/A