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:  MAY 6, 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 May 6, 2009, the Company announced its earnings for the Fiscal Year 2009 Second Quarter ended March 31, 2009. 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 six months ended March 31, 2009 and 2008, an analysis of revenues and contract drilling costs for the three months and six months ended March 31, 2009 and 2008 and condensed consolidated balance sheets at March 31, 2009 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

Additional information with respect to the Company’s Fleet Status Report at May 6, 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 of a rig and commencement of operations of the rig following delivery; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism, acts of piracy, embargoes, war or other military operations; 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.

ITEM 9.01                                EXHIBITS

EXHIBIT 99.1    PRESS RELEASE DATED MAY 6, 2009

EXHIBIT 99.2   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2009 AND 2008

EXHIBIT 99.3   ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR  THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2009

EXHIBIT 99.4   CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2009 AND SEPTEMBER 30, 2008

EXHIBIT 99.5   FLEET STATUS REPORT AT MAY 6, 2009

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:    May 6, 2009

EXHIBIT INDEX

EXHIBIT NO.                                                                                     DESCRIPTION

99.1   Press Release dated May 6, 2009

99.2 Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2009 and 2008

99.3 Analysis of Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2009

99.4 Condensed Consolidated Balance Sheets at March 31, 2009 and September 30, 2008

99.5                        Fleet Status Report at May 6, 2009

EX-99.1

EXHIBIT 99.1

Houston, Texas

6 May 2009

FOR IMMEDIATE RELEASE

EARNINGS-

ATWOOD OCEANICS, INC., (NYSE: ATW)  Houston-based International Drilling Contractor, announced today that the Company earned net income of $56,427,000 or $0.88 per diluted share, on revenues of $140,652,000 for the quarter ended March 31, 2009 compared to net income of $41,755,000 or $0.65 per diluted share, on revenues of $113,530,000 for the quarter ended March 31, 2008.  For the six months ended March 31, 2009, the Company earned net income of $134,790,000 or $2.10 per diluted share, on revenues of $306,156,000 compared to net income of $80,304,000 or $1.25 per diluted share, on revenues of $224,578,000 for the six months ended March 31, 2008.

	FOR THE THREE MONTHS ENDED MARCH 31,
	2009	2008
Revenues	$         140,652,000	$                  113,530,000
Income before Income Taxes	71,533,000	46,354,000
Provision for Income Taxes	(15,106,000)	(4,599,000)
Net Income	56,427,000	41,755,000
Earnings per Common Share -
Basic	0.88	0.66
Diluted	0.88	0.65
Weighted Average Shares
Outstanding -
Basic	64,186,000	63,602,000
Diluted	64,235,000	64,428,000
	FOR THE SIX MONTHS ENDED MARCH 31,
	2009	2008
Revenues	$         306,156,000	$                  224,578,000
Income before Income Taxes	163,249,000	89,465,000
Provision for Income Taxes	(28,459,000)	(9,161,000)
Net Income	134,790,000	80,304,000
Earnings per Common Share -
Basic	2.10	1.26
Diluted	2.10	1.25
Weighted Average Shares
Outstanding -
Basic	64,134,000	63,486,000
Diluted	64,284,000	64,376,000

 Contact:  Jim Holland

281-749-7804

EX-99.2

EXHIBIT 99.2

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Three Months Ended		Six Months Ended
	March 31,		March 31,
	2009	2008	2009	2008
REVENUES:
Contract drilling	$    140,652	$    113,530	$    306,156	$    224,578
COSTS AND EXPENSES:
Contract drilling	53,008	51,845	108,405	102,905
Depreciation	8,143	8,586	16,052	17,043
General and administrative	7,645	7,173	17,889	15,482
Gain on sale of equipment	(229)	(112)	(181)	(85)
	68,567	67,492	142,165	135,345
OPERATING INCOME	72,085	46,038	163,991	89,233
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest	(604)	(139)	(909)	(942)
Interest income	52	455	167	1,174
	(552)	316	(742)	232
INCOME  BEFORE INCOME TAXES	71,533	46,354	163,249	89,465
PROVISION FOR INCOME TAXES	15,106	4,599	28,459	9,161
NET INCOME	$      56,427	$      41,755	$    134,790	$      80,304
EARNINGS PER COMMON SHARE:
Basic	0.88	0.66	2.10	1.26
Diluted	0.88	0.65	2.10	1.25
AVERAGE COMMON SHARES OUTSTANDING:
Basic	64,186	63,602	64,134	63,486
Diluted	64,235	64,428	64,284	64,376

EX-99.3

EXHIBIT 99.3

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

	FOR THE THREE MONTHS ENDED
	MARCH 31, 2009
		CONTRACT
		DRILLING
	REVENUES	COSTS
	(In Millions)
ATWOOD HUNTER	$              49.2	$                 8.5
ATWOOD EAGLE	35.0	11.4
ATWOOD FALCON	16.0	6.5
VICKSBURG	13.5	4.1
ATWOOD BEACON	12.0	4.9
SEAHAWK	7.7	5.6
RICHMOND	7.3	3.0
ATWOOD SOUTHERN CROSS	-	6.0
OTHER	-	3.0
	$            140.7	$                53.0
	FOR THE SIX MONTHS ENDED
	MARCH 31, 2009
		CONTRACT
		DRILLING
	REVENUES	COSTS
	(In Millions)
ATWOOD HUNTER	$              91.8	$                17.4
ATWOOD EAGLE	71.4	21.4
ATWOOD FALCON	36.7	13.0
VICKSBURG	26.9	8.2
ATWOOD SOUTHERN CROSS	25.6	14.1
ATWOOD BEACON	23.8	9.3
SEAHAWK	15.5	11.6
RICHMOND	14.5	6.8
OTHER	-	6.6
	$            306.2	$              108.4

EX-99.4

EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	Mar 31, 2009	Sep 30, 2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$             213,881	$              121,092
Accounts receivable, net of an allowance
of $1,079 and $114 at March 31, 2009
and September 30, 2008, respectively	113,134	135,728
Income tax receivable	4,315	3,292
Insurance receivable	3,068	-
Inventories of materials and supplies	50,686	37,906
Deferred tax assets	21	21
Prepaid expenses and deferred costs	4,389	10,225
Total Current Assets	389,494	308,264
NET PROPERTY AND EQUIPMENT	983,860	787,838
DEFERRED COSTS AND OTHER ASSETS	5,697	3,856
	$          1,379,051	$           1,099,958
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$               17,216	$                16,987
Accrued liabilities	57,982	42,921
Deferred credits	367	304
Total Current Liabilities	75,565	60,212
LONG-TERM DEBT,
net of current maturities:	300,000	170,000
	300,000	170,000
LONG TERM LIABILITIES:
Deferred income taxes	9,709	10,595
Deferred credits	4,937	7,942
Other	6,387	7,519
	21,033	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 64,186 and 64,031 issued
and outstanding at March 31, 2009
and September 30, 2008, respectively	64,186	64,031
Paid-in capital	118,622	114,804
Retained earnings	799,645	664,855
Total Shareholders' Equity	982,453	843,690
	$          1,379,051	$           1,099,958

EX-99.5

EXHIBIT 99.5

ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT

AS OF MAY 6, 2009

As used herein, “we”, “us”, and “our” refers to Atwood Oceanics, Inc. and its subsidiaries, except where the context indicates otherwise.  Statements contained in this Fleet Status Report, including information regarding our estimated rig availability, contract duration, future dayrates, future daily operating costs, future effective tax rates, customer or contract status 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: our dependence on the oil and gas industry; the risks involved in upgrade, repair and construction of our rigs; competition; operating risks; risks involved in foreign operations; risks associated with possible disruptions in operations due to terrorism; risks associated with a possible disruption in operations due to the war with Iraqand governmental regulations and environmental matters.  A list of additional risk factors can be found in our annual report on Form 10-K for the year ended September 30, 2008, filed with the Securities and Exchange Commission.  All information in this Fleet Status Report is as of the date indicated above.  We undertake no duty to update the content of this Fleet Status Report or any forward-looking statement contained herein to conform the statement to actual results or to reflect changes in our expectations.

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 MARCH 31, 2009/MONTH ENDED MARCH 31, 2009 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE		5000’	Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June 2010		Approximately $405,000	$127,000/$140,000	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 is expected to be drilled during the first quarter of fiscal year 2010.)		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 2011 for regulatory inspections.
ATWOOD HUNTER		5,000’	Eastern Mediterranean Sea	NOBLE ENERGY, INC. (“NOBLE”)	FIRM WORK - July 2009		$511,000 plus approximately $15,800 of amortizing revenues per day	$94,000/$88,000	Subject to change due to cost escalation provisions in the contract.
			Mobilizing to Ghana	KOSMOS ENERGY GHANA HC (“KOSMOS”)	FIRM WORK - September 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 - June 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 or fourth quarter of fiscal year 2009 for regulatory inspections.
ATWOOD FALCON		5,000’	Malaysia	SARAWAK SHELL BERHAD (“SHELL”)	FIRM WORK – August 2009		$160,000/ plus approximately $28,000 of amortized per day revenue	$72,000/$68,000
			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	$67,000/$43,000	Contract opportunities are currently being pursued.
	TBD		N/A	N/A	N/A		N/A	N/A	The rig could incur ten (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 July 2009		$133,500	$54,000/$56,000
VICKSBURG	300’		Thailand	CHEVRON OVERSEAS PETROLEUM	FIRM WORK – June 2009		$154,000	$46,000/$51,000
			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’			RWE DEA NILE GmbH (“RWE”)	FIRM WORK – April 2011		$133,000 less approximately $1,500 per day amortized reduction due to certain mobilization costs.	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	$62,000/$64,000		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	APPLIED DRILLING TECHNOLOGY		FIRM WORK – (One well) June 2009	$52,500	$33,000/$38,000
			US Gulf of Mexico	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.

NOTE – EXPECTED TAX RATE

1)                          Virtually all of the Company’s tax provision relates to taxes in foreign jurisdictions.  Working in foreign jurisdictions with nontaxable or deemed profit tax systems contribute to the effective tax rate being significantly less than the United States statutory rate.  We currently expect our effective tax rate for fiscal year 2009 to be between 17% and 19%.

2)                                Other Drilling Costs in Addition to the Above Rig Costs –

ESTIMATED AVERAGE PER DAY FOR THE THREE MONTHS ENDING MARCH 2009                                                                                                                                                                           ;           $33,000