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:  AUGUST 5, 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 August 5, 2009, the Company announced its earnings for the Fiscal Year 2009 Third Quarter ended June 30, 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 nine months ended June 30, 2009 and 2008, an analysis of revenues and contract drilling costs for the three months and nine months ended June 30, 2009 and condensed consolidated balance sheets at June 30, 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

The ATWOOD HUNTER completed the drilling program for Noble Energy, Inc. offshore Israel on July 15, 2009 at which time, it was moved to sheltered water to undergo required classification inspections which have now been completed.  The rig incurred approximately ten days of zero rate for these required inspections.  The rig is currently being mobilized to Ghana at a dayrate of $460,000 and upon arrival estimated in early September, will commence drilling for Kosmos Energy Ghana under its joint contract with Noble and Kosmos which extends into late 2012 at an operating dayrate around the mid-$500,000’s.

The SEAHAWK is in the process of being relocated to a new drilling site under its contract for Amerada Hess Equatorial Guinea, Inc.  During the relocation period (estimated to take 30 days to complete), the rig’s dayrate will be reduced from around $87,000 to around $67,000.  The ATWOOD FALCON will complete its current contract commitment with Sarawak Shell Berhad (“Shell”) offshore Malaysia on August 19, 2009 and immediately, on August 20, 2009, commence a new two year contract commitment with Shell at a dayrate of $425,000.

The ATWOOD BEACON has completed its contract offshore India and is currently being demobilized to a stacking location in India.  The ATWOOD SOUTHERN CROSS and the RICHMOND remain idle in West Africa and the U.S. Gulf of Mexico, respectively.  Contract opportunities are currently being pursued for all three rigs; however, there are no guarantees that these rigs will not have idle time for the remainder of fiscal year 2009 and into fiscal year 2010.

Additional information with respect to the Company’s Fleet Status Report at August 5, 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 AUGUST 5, 2009

EXHIBIT 99.2   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2009 AND 2008

EXHIBIT 99.3   ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2009

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

EXHIBIT 99.5   FLEET STATUS REPORT AT AUGUST 5, 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:    August 5, 2009

EXHIBIT INDEX

EXHIBIT NO.                                                                                     DESCRIPTION

99.1   Press Release dated August 5, 2009

99.2 Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2009 and 2008

99.3 Analysis of Revenues and Drilling Costs for the Three Months and Nine Months ended June 30, 2009

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

99.5 Fleet Status Report at August 5, 2009

EX-99.1

EXHIBIT 99.1

Houston, Texas

5 August 2009

FOR IMMEDIATE RELEASE

EARNINGS-

ATWOOD OCEANICS, INC., (NYSE: ATW)  Houston-based International Drilling Contractor, announced today that the Company earned net income of $67,671,000 or $1.05 per diluted share, on revenues of $149,307,000 for the quarter ended June 30, 2009 compared to net income of $60,381,000 or $0.93 per diluted share, on revenues of $141,372,000 for the quarter ended June 30, 2008.  For the nine months ended June 30, 2009, the Company earned net income of $202,461,000 or $3.14 per diluted share, on revenues of $455,463,000 compared to net income of $140,685,000 or $2.18 per diluted share, on revenues of $365,950,000 for the nine months ended June 30, 2008.

	FOR THE THREE MONTHS ENDED JUNE 30,
	2009			2008
Revenues	$	149,307,000		$	141,372,000
Income before Income Taxes		73,744,000			68,066,000
Provision for Income Taxes		(6,073,000	)		(7,685,000	)
Net Income		67,671,000			60,381,000
Earnings per Common Share -
Basic		1.05			0.94
Diluted		1.05			0.93
Weighted Average Shares
Outstanding -
Basic		64,190,000			64,023,000
Diluted		64,617,000			64,776,000
	FOR THE NINE MONTHS ENDED JUNE 30,
	2009			2008
Revenues	$	455,463,000		$	365,950,000
Income before Income Taxes		236,993,000			157,531,000
Provision for Income Taxes		(34,532,000	)		(16,846,000	)
Net Income		202,461,000			140,685,000
Earnings per Common Share -
Basic		3.16			2.21
Diluted		3.14			2.18
Weighted Average Shares
Outstanding -
Basic		64,152,000			63,665,000
Diluted		64,395,000			64,509,000

 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						Nine Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
REVENUES:
Contract drilling	$	149,307		$	141,372		$	455,463		$	365,950
COSTS AND EXPENSES:
Contract drilling		58,366			57,094			166,771			159,999
Depreciation		9,529			8,871			25,581			25,914
General and administrative		6,894			7,567			24,783			23,049
(Gain) loss on sale of equipment		129			(129	)		(52	)		(214	)
		74,918			73,403			217,083			208,748
OPERATING INCOME		74,389			67,969			238,380			157,202
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest		(735	)		(204	)		(1,644	)		(1,146	)
Interest income		90			301			257			1,475
		(645	)		97			(1,387	)		329
INCOME  BEFORE INCOME TAXES		73,744			68,066			236,993			157,531
PROVISION FOR INCOME TAXES		6,073			7,685			34,532			16,846
NET INCOME	$	67,671		$	60,381		$	202,461		$	140,685
EARNINGS PER COMMON SHARE:
Basic		1.05			0.94			3.16			2.21
Diluted		1.05			0.93			3.14			2.18
AVERAGE COMMON SHARES OUTSTANDING:
Basic		64,190			64,023			64,152			63,665
Diluted		64,617			64,776			64,395			64,509

EX-99.3

EXHIBIT 99.3

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

	FOR THE THREE MONTHS ENDED
	JUNE 30, 2009
			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
ATWOOD HUNTER	$	48.6	$	9.4
ATWOOD EAGLE		36.5		12.8
ATWOOD FALCON		18.3		6.4
VICKSBURG		12.8		4.5
ATWOOD BEACON		11.6		4.4
ATWOOD AURORA		9.1		4.7
SEAHAWK		8.0		6.7
RICHMOND		4.4		3.5
ATWOOD SOUTHERN CROSS		-		5.5
OTHER		-		0.5
	$	149.3	$	58.4
	FOR THE NINE MONTHS ENDED
	JUNE 30, 2009
			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
ATWOOD HUNTER	$	140.5	$	26.8
ATWOOD EAGLE		107.9		34.2
ATWOOD FALCON		55.0		19.5
VICKSBURG		39.6		12.7
ATWOOD BEACON		35.5		13.7
ATWOOD SOUTHERN CROSS		25.6		19.6
SEAHAWK		23.4		18.3
RICHMOND		18.9		10.3
ATWOOD AURORA		9.1		4.7
OTHER		-		7.0
	$	455.5	$	166.8

EX-99.4

EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	Jun 30, 2009		Sep 30, 2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	91,032	$	121,092
Accounts receivable, net of an allowance
of $1,051 and $114 at June 30, 2009
and September 30, 2008, respectively		126,012		132,367
Income tax receivable		5,838		3,292
Insurance receivable		6,940		-
Inventories of materials and supplies		53,531		37,906
Deferred tax assets		25		21
Prepaid expenses and deferred costs		2,814		10,225
Total Current Assets		286,192		304,903
NET PROPERTY AND EQUIPMENT		1,112,044		787,838
DEFERRED COSTS AND OTHER ASSETS		6,749		3,856
	$	1,404,985	$	1,096,597
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	18,124	$	16,987
Accrued liabilities		59,452		39,560
Deferred credits		6,123		304
Total Current Liabilities		83,699		56,851
LONG-TERM DEBT,
net of current maturities:		250,000		170,000
		250,000		170,000
LONG TERM LIABILITIES:
Deferred income taxes		8,516		10,595
Deferred credits		3,166		7,942
Other		7,503		7,519
		19,185		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 64,195 and 64,031 issued
and outstanding at June 30, 2009
and September 30, 2008, respectively		64,195		64,031
Paid-in capital		120,590		114,804
Retained earnings		867,316		664,855
Total Shareholders' Equity		1,052,101		843,690
	$	1,404,985	$	1,096,597

EX-99.5

EXHIBIT 99.5

ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT

AS OF AUGUST 5, 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 JUNE 30, 2009/MONTH ENDED JUNE 30, 2009 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE		5000’	Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June 2010		Approximately $405,000	$141,000/$159,000	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’	Mobilizing to Ghana	KOSMOS ENERGY GHANA HC (“KOSMOS”)	FIRM WORK - September 2009 (Estimated to take 55 days)		$460,000	$103,000/$103,000	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 ENERGY INC (“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.
ATWOOD FALCON		5,000’	Malaysia	SARAWAK SHELL BERHAD (“SHELL”)	FIRM WORK – August 19, 2009		$160,000	$70,000/$78,000
			Malaysia	SHELL	FIRM WORK – August 2011		$425,000/plus approximately $4,000 of amortized per day revenues commencing in August 20, 2009		Subject to change due to cost escalation provisions in the contract.
ATWOOD SOUTHERN CROSS	2,000’		West Africa	NONE	FIRM WORK – NONE		NONE	$60,000/$54,000	Contract opportunities are currently being pursued while rig is “ready stacked” in West Africa.
	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	NONE	FIRM WORK – NONE		NONE	$48,000/$49,000		Contract opportunities are currently being pursued while rig iscurrently “ready stacked” in India.
VICKSBURG	300’		Thailand		The rig is currently in a shipyard in Thailand undergoing a life enhancing upgrade estimated to cost around $8 million which is expected to be completed on or before August 28, 2009.			$49,000/$56,000
			Thailand	NUCOASTAL (THALAND) LIMITED (“NUCOASTAL”)	FIRM WORK – November 2009		$95,000 (If drilling program only extend for three months)	N/A
				NUCOASTAL	OPTION WORK – February 2010 (NuCoastal has an option which must be exercised no later than 30 days after commencement of the contract to extend the program to six months.)		$90,000 for entire period if program extends for six months
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.	NA/$57,000		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 – September 2010	$87,000 (Dayrate for the fourth quarter of fiscal year 2009 will be reduced for approximately 30 days by $20,000 per day while the rig is being relocated to a new drilling site.	$74,000/$80,000		Contract provides for dayrate increases based upon certain cost escalations as well as an approximately $20,000 per day reduction during periods when the rig is being relocated to a new drilling site.
SUBMERSIBLE:
RICHMOND	70’		US Gulf of Mexico	NONE		FIRM WORK – NONE	NONE	$38,000/$37,000		Contract opportunities are currently being pursued while rig is “ready stacked” in Gulf of Mexico.
			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.

NOTES –

1)                      EXPECTED TAX RATE –

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 approximately 15%.

2)      OTHER DRILLING COSTS IN ADDITION TO THE ABOVE RIG COSTS -

Estimated Average Per Day for the Three Months ended June 2009                                                                                                                                $5,000