8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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:  September 3, 2009

ATWOOD OCEANICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas

(State or Other Jurisdiction of Incorporation)

COMMISSION FILE NUMBER 1-13167

IRS Employer Identification No. 74-1611874

15835 Park Ten Place Drive

Houston, Texas, 77084

(Address of Principal Executive Offices)

(281) 749-7800

(Registrant’s Telephone Number,

Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

____________

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 1.01                      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information included in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.

ITEM 5.02                      DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On September 3, 2009, the Board of Directors of Atwood Oceanics, Inc. (the “Company”) elected Jack E. Golden as a director of the Company in accordance with the Company’s Second Amended and Restated By-Laws, as amended, with such election to be effective as of September 4, 2009.  Mr. Golden was elected to fill a vacancy on the Board of Directors, so that after the election of Mr. Golden, the Board of Directors will have seven members.  The Board of Directors also appointed Mr. Golden to the Company’s Nominating and Corporate Governance Committee of the Board of Directors. Mr. Golden will be paid a retainer fee on the same basis as the other members of the Board of Directors, pro rated for his service in the 2009 fiscal year.

There is no arrangement or understanding between Mr. Golden and any other person pursuant to which Mr. Golden was elected as a director of the Company.  There are no transactions in which Mr. Golden has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with his election to the Board of Directors, effective September 4, 2009 (the effective date of his election), Mr. Golden shall be awarded restricted stock under the Company’s 2007 Long-Term Incentive Plan (as amended, the “2007 Plan”).  The number of shares included in the restricted stock award shall be equivalent to the number of shares of Common Stock valued at $60,000 on the date of grant and shall be determined on such date.  For example, based upon the closing price of the Company’s Common Stock on September 1, 2009, the number of shares of Common Stock included in the award would be 2,161.

The restricted stock will be subject to the terms of the 2007 Plan and the terms of an agreement between the Company and Mr. Golden, which will contain provisions relating to restrictions on transfer.  A copy of the form of restricted stock award agreement relating to the restricted stock to be awarded to Mr. Golden and a copy of the press release issued by the Company in connection with the election of Mr. Golden to the Company’s Board of Directors are attached hereto as Exhibits 10.1 and 99.1, respectively.

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.

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ITEM 9.01                      EXHIBITS

(d)           Exhibits

Exhibit No.                    Description of Exhibit

10.1 Form of Non-Employee Director Restricted Stock Award Agreement 2007 Long-Term Incentive Plan

 99.1 Press release dated September 3, 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: September 3, 2009

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EX-10.1

EXHIBIT 10.1

FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

2007 LONG-TERM INCENTIVE PLAN

This Agreement is dated the 4th day of September, 2009, between ATWOOD OCEANICS, INC., (the “Company”) and Jack E. Golden (the “Participant”).

Recitals:

The Company has adopted a Shareholder approved 2007 Long-Term Incentive Plan (as amended, modified or restated from time to time, the “Plan”) which provides for grants of restricted stock awards of Common Stock to Non-Employee Directors of the Company, and the Participant is a Non-Employee Director of the Company.  Pursuant to said Plan, the Compensation Committee has approved and ratified the execution of this Agreement between the Company and the Participant.  All capitalized terms not defined herein shall have the meaning set forth in the Plan as in effect on the date hereof.

Agreement:

1.   The Company hereby awards to the Participant ________shares of restricted Common Stock, equal in value to $60,000, the (“Restricted Stock Award”).  The number of shares of Common Stock included in the Restricted Stock Award is based upon the Fair Market Value of _____ of one share of Common Stock on September 4, 2009 (the “Date of Grant”).

2.   The shares of Common Stock included in the Restricted Stock Award shall vest thirteen (13) months from the Date of Grant (the “Restriction Period”); provided, however, the Participant may elect to defer the delivery of shares of Common Stock included in the Restricted Stock Award pursuant to the Non-Employee Directors’ Deferred Compensation Plan.  During the Restriction Period, the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise disposed of the shares of Common Stock included in the Restricted Stock Award. If the Participant retires, dies, or resigns prior to the end of the Restriction Period, 100 percent vesting of the Restricted Stock Award shall occur and the Restriction Period shall terminate.

3.   During any Restriction Period, the Participant shall not have the rights of a shareholder with respect to the shares of Common Stock included in the Restricted Stock Award, including, but not by way of limitation, the right to vote such shares and to receive dividends and to purchase securities pursuant to that certain Rights Agreement by and between the Company and Continental Stock Transfer & Trust Company (as Rights Agent) dated October 18, 2002, as the same may be amended, modified or supplemented from time to time. If any dividends or other distributions are paid in shares of Common Stock, all such shares shall be subject to the same restrictions on transferability as the shares included in the Restricted Stock Award with respect to which they were paid.

4.   If the outstanding shares of the Common Stock are changed into, or exchanged for, a different number or kind of shares or securities of the Company (whether by reason of merger, consolidation, recapitalization, reclassification, stock split, spin-off, combination of shares or otherwise), or if the number of shares of Common Stock is increased through the payment of a stock dividend, or if rights or warrants to purchase securities of the Company are issued to holders of all outstanding Common Stock, an appropriate and proportionate adjustment (to be conclusively determined by the Board of Directors of the Company) shall be made in the shares of Common Stock included in the Restricted Stock Award.

5.   The Restricted Stock Award governed by this Agreement is subject to, and the Company and the Participant agree to be bound by, all of the terms and conditions of the Plan as the same shall be amended from time to time in accordance with the terms thereof, but no such amendment shall adversely affect the Participant’s rights under this Agreement or the Restricted Stock Award governed hereby.  A copy of the Plan in its present form is available for inspection during business hours by the Participant at the Company’s principal office.

6.   Upon lapse of the Restriction Period (and vesting) of the shares of Common Stock included in the Restricted Stock Award, the market value of the shares at the date vesting occurs will be included with all other compensation paid during the year for services performed and reported on Internal Revenue Service Form 1099.  The Participant will be responsible for payment of all income taxes assessable on the Restricted Stock Award.

7.   The Restricted Stock Award has been granted, executed and delivered the day and year first above written at Houston, Texas, and the interpretation, performance and enforcement on this Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of laws.

ATWOOD OCEANICS, INC.                                                       PARTICIPANT

By:                                                      By:___________________________

Name:  James M. Holland                                                               Name:  Jack E. Golden

Title:  Senior Vice President

EX-99.1

Ex 99.1

ATWOOD OCEANICS, INC. ANNOUNCES ELECTION OF NEW DIRECTOR

Houston, Texas

September 3, 2009

FOR IMMEDIATE RELEASE

ATWOOD OCEANICS, INC., (NYSE: ATW) Houston-based International Drilling Contractor (the “Company”), announced today that on September 3, 2009, its Board of Directors elected Jack E. Golden as a director of the Company in accordance with the Second Amended and Restated By-Laws, as amended, with such election to be effective September 4, 2009.  Mr. Golden was elected to fill a vacancy on the Board of Directors, so that after the election of Mr. Golden, the Board of Directors will be seven members.

Mr. Golden, 60, resides in Spicewood, Texas.  Until his retirement in 2005, Mr. Golden was employed by British Petroleum (“BP”) from 1982 through 2005, where he served in various executive capacities including Group Vice President.  As Group Vice President, he directed significant portions of BP’s global exploration and production operations.  He is currently managing partner of Edgewater Energy Partners and is an advisor to the Board of Directors of Cobalt International, a private exploration and production company.

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.

Contact: Jim Holland

(281) 749-7804