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: FEBRUARY 4, 2009

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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 4, 2009, the Company announced its earnings for the Fiscal Year 2009 First Quarter ended December 31, 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 ended December 31, 2008 and 2007, an analysis of revenues and contract drilling costs for the three months ended December 31, 2008 and condensed consolidated balance sheets at December 31, 2008 and September 30, 2008 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

Amerada Hess Equatorial Guinea, Inc. has exercised another six-month option on the SEAHAWK which extends its current contract to March 2010. This leaves one remaining six-month option, which if exercised as anticipated, will extend the contract commitment to September 2010.

Additional information with respect to the Company’s Fleet Status Report at February 4, 2009 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.

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 in the construction drilling rigs; especially our construction of a dynamically positioned semisubmersible without a contract; although our current long-term contract commitments do not provide for early termination due to market deterioration, market declines could results in request to amend some of these contracts which, if amended, could alter the timing of our currently contracted cash flows; 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, 2008, filed with the Securities and Exchange Commission.

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ITEM 9.01 EXHIBITS

EXHIBIT 99.1 PRESS RELEASE DATED FEBRUARY 4, 2009

EXHIBIT 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE

THREE ENDED DECEMBER 31, 2008 AND 2007

EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2008

EXHIBIT 99.4 CONDENSED CONSOLIDATED BALANCE SHEETS AT DECEMBER

31, 2008 AND SEPTEMBER 30, 2008

EXHIBIT 99.5FLEET STATUS REPORT AT FEBRUARY 4, 2009

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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: February 4, 2009

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 Press Release dated February 4, 2009

99.2 Consolidated Statements of Operations for the Three Months ended

December 31, 2008 and 2007

99.3 Analysis of Revenues and Drilling Costs for the Three Months ended

December 31, 2008

99.4 Condensed Consolidated Balance Sheets at December 31, 2008 and

September 30, 2008

99.5 Fleet Status Report at February 4, 2009

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FOR THE THREE MONTHS ENDED

DECEMBER 31,

2008

2007

Revenues

165,504,000

111,048,000

Income before Income Taxes

91,716,000

43,111,000

Provision for Income Taxes

(13,353,000

)

(4,562,000

)

Net Income

78,363,000

38,549,000

Earnings per Common Share -

Basic

1.22

0.61

Diluted

1.22

0.60

Weighted Average Shares

Outstanding -

Basic

64,081,000

63,370,000

Diluted

64,332,000

64,324,000

Three Months Ended

December 31,

2008

2007

REVENUES:

Contract drilling

165,504

111,048

Business interruption proceeds

165,504

111,048

COSTS AND EXPENSES:

Contract drilling

55,397

51,060

Depreciation

7,909

8,457

General and administrative

10,244

8,309

Loss on sale of equipment

73,598

67,853

OPERATING INCOME

91,906

43,195

OTHER INCOME (EXPENSE)

Interest expense

(305

)

(803

)

Interest income

115

719

(190

)

(84

)

INCOME BEFORE INCOME TAXES

91,716

43,111

PROVISION FOR INCOME TAXES

13,353

4,562

NET INCOME

78,363

38,549

EARNINGS PER COMMON SHARE:

Basic

1.22

0.61

Diluted

1.22

0.60

AVERAGE COMMON SHARES OUTSTANDING:

Basic

64,081

63,370

Diluted

64,332

64,324

FOR THE THREE MONTHS ENDED

DECEMBER 31, 2008

DRILLING

REVENUES

COSTS

(In Millions)

ATWOOD HUNTER

42.6

8.9

ATWOOD SOUTHERN CROSS

25.6

8.1

ATWOOD FALCON

20.8

6.5

VICKSBURG

13.3

4.1

ATWOOD EAGLE

36.4

9.9

ATWOOD BEACON

11.9

4.4

SEAHAWK

7.8

6.0

RICHMOND

7.1

3.8

OTHER

3.5

165.5

55.4


		Dec 31, 2008		Sep 30, 2008
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	146,497	$	121,092
Accounts receivable, net of an allowance
of $114 at December 31, 2008
and September 30, 2008		168,419		135,728
Insurance receivable		1,308		--
Income tax receivable		3,591		3,292
Inventories of materials and supplies		42,831		37,906
Deferred tax assets		21		21
Prepaid expenses and deferred costs		7,333		10,225
Total Current Assets		370,000		308,264

NET PROPERTY AND EQUIPMENT		949,481		787,838

DEFERRED COSTS AND OTHER ASSETS		6,020		3,856
	$	1,325,501	$	1,099,958
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	16,035	$	16,987
Accrued liabilities		61,786		42,921
Deferred credits		1,899		304
Total Current Liabilities		79,720		60,212

LONG-TERM DEBT,
net of current maturities:		300,000		170,000
		300,000		170,000
LONG TERM LIABILITIES:
Deferred income taxes		9,947		10,595
Deferred credits		5,496		7,942
Other		6,231		7,519
		21,674		26,056
SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000 shares authorized, none outstanding		--		--
Common stock, $1 par value, 90,000 shares
authorized with 64,179 and 64,031 issued
and outstanding at December 31, 2008
and September 30, 2008, respectively		64,179		64,031
Paid-in capital		116,710		114,804
Retained earnings		743,218		664,855
Total Shareholders' Equity		924,107		843,690
	$	1,325,501	$	1,099,958

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 DECEMBER 31, 2008/MONTH ENDED DECEMBER 31, 200 8 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE		5000’	Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June 2010		Approximately $405,000	$108,000/$133,000	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 provisions in the 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 provisions in the contract.
			TBD	N/A	N/A		N/A	N/A	The rig could incur ten (10) zero rate days in the first quarter of 2010 for regulatory inspections.
ATWOOD HUNTER		5,000’	Eastern Mediterranean Sea	NOBLE ENERGY, INC. (“NOBLE”)	FIRM WORK - February/April 2009		$511,000 plus approximately $15,800 of amortizing revenues per day	$97,000/$116,000	Subject to change due to cost escalation provisions in the 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 provisions in the 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 provisions in the 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 provisions in the contract.
			TBD	N/A	N/A		N/A	N/A	The rig could incur ten (10) zero rate days in the third quarter of fiscal year 2009 for regulatory inspections.
ATWOOD FALCON		5,000’	Malaysia	SARAWAK SHELL BERHAD (“SHELL”)	FIRM WORK – February 2009 (Rig is currently in a shipyard in Singapore undergoing certain equipment upgrades and required inspections which could take up to 45 days to complete. For the first 37 days of this shipyard period, Shell will pay a dayrate of approximately $155,000. Any shipyard days exceeding 37 will be at zero rate.)		$155,000/plus approximately $24,000 of amortized per day revenues	$71,000/$84,000	The rig could incur seven (7) to ten (10) zero rate days during this shipyard time while undergoing required regulatory inspections.
			Malaysia	SHELL	FIRM WORK – August 2009		$160,000/ plus approximately $28,000 of amortized per day revenue
			Malaysia	SHELL	FIRM WORK – August 2011 (Two years from completion of current firm work which is expected to be August 2009)		$425,000/plus approximately $4,000 of amortized per day revenues		Subject to change due to cost escalation provisions in the contract.
ATWOOD SOUTHERN CROSS	2,000’				FIRM WORK – NONE		NONE	$88,000/$93,000	Contract opportunities are currently being pursued.
	TBD		N/A	N/A	N/A		N/A	N/A	The rig could incur then (10) zero rate days in the fourth quarter of fiscal year 2010 for regulatory inspections.
ATWOOD OSPREY	6,000’		Under construction in Singapore with Delivery Expected in early 2011 at which time the rig will be mobilized to Australia.	CHEVRON AUSTRALIA PTY. LTD.	FIRM WORK – Early 2014 if three-year commitment or early 2017 if six-year commitments. (Contract provides for a commitment of three years with option to extend to six years at time of delivery of rig)		$470,000 (if three-year commitment) $450,000 (if six-year commitment)	N/A	Subject to change due to cost escalation provisions in the contract.
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 (Estimated May/June 2009		$133,500	$48,000/$49,000		The rig incurred 3 zero rate days during the first quarter of fiscal year 2009 for required regulatory inspections.
VICKSBURG	300’		Thailand	CHEVRON OVERSEAS PETROLEUM	FIRM WORK – June 2009		$154,000	$44,000/$52,000
			TBD	N/A	N/A		N/A	N/A		The rig could incur four (4) weeks of zero rate days during the third or fourth quarters of fiscal year 2009 for required maintenance and equipment upgrades.
ATWOOD AURORA	350’		Preparing to commence mobilization to Egypt	RWE DEA NILE GmbH (“RWE”)	FIRM WORK – February 2011		$165,000/plus approximately $6,000 per day of amortized per day revenue	N/A		Subject to change due to cost escalation provisions in the contract.
			Egypt	RWE	OPTIONS – (1 Year)		TBD	N/A
SEMISUBMERSIBLE TENDER ASSIST UNIT:
SEAHAWK	1,800’		Equatorial Guinea	AMERADA HESS EQUATORIAL GUINEA, INC. (“HESS”)		FIRM WORK – March 2010	$85,000	$66,000/$74,000		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 – (1 six-month option) September 2010	$85,000	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 during fiscal year 2009 for required maintenance.
SUBMERSIBLE:
RICHMOND	70’		US Gulf of Mexico	Newfield Exploration Company from assignment from CONTANGO OPERATIONS INC. (“CONTANGO”)		FIRM WORK – (One well) January 2009	$78,000	$41,000/$41,000
			US Gulf of Mexico	CONTANGO		FIRM WORK – (One well) March 2009	$85,000	N/A
			US Gulf of Mexico	CONTANGO		OPTION – May 2009	TBD	N/A
			TBD	N/A		N/A	N/A	N/A		The rig could incur ten (10) zero rate days in the third quarter of fiscal year 2010 for regulatory inspections.