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:  NOVEMBER 18, 2010

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 November 18, 2010, the Company announced its earnings for the fiscal year 2010 and fourth quarter ended September 30, 2010. 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 unaudited consolidated statements of operations for the three months and twelve months ended September 30, 2010 and 2009, an analysis of revenues and contract drilling costs for the three months and twelve months ended September 30, 2010 and unaudited condensed consolidated balance sheets at September 30, 2010 and September 30, 2009 are attached hereto as Exhibits 99.2, 99.3, and 99.4, respectively, which are being furnished; however, they should not be deemed to be filed under Section 18 of the Exchange Act.

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 Comp any's annual report on Form 10-K for the year ended September 30, 2010, filed with the Securities and Exchange Commission.

  ITEM 9.01  EXHIBITS

EXHIBIT 99.1   PRESS RELEASE DATED NOVEMBER 18, 2010

EXHIBIT 99.2   UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

EXHIBIT 99.3   ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2010

EXHIBIT 99.4   UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2010 AND SEPTEMBER 30, 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/ Mark L. Mey

Mark L. Mey

Senior Vice President

DATE:    November 18, 2010

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1   Press Release dated November 18, 2010

99.2 Unaudited Consolidated Statements of Operations for the Three Months and Twelve Months ended September 30, 2010 and 2009

99.3 Analysis of Revenues and Drilling Costs for the Three Months and Twelve Months ended September 30, 2010

99.4 Unaudited Condensed Consolidated Balance Sheets at September 30, 2010 and September 30, 2009

EX-99.1

EXHIBIT 99.1

Houston, Texas

18 November 2010

FOR IMMEDIATE RELEASE

EARNINGS-

ATWOOD OCEANICS, INC., Houston-based international drilling contractor, announced today that the Company earned net income of $64,229,000 or $0.99 per diluted share, on revenues of $160,613,000 for the quarter ended September 30, 2010 compared to net income of $48,284,000 or $0.75 per diluted share, on revenues of $131,044,000 for the quarter ended September 30, 2009.  For the twelve months ended September 30, 2010, the Company earned net income of $256,996,000 or $3.95 per diluted share, on revenues of $650,562,000 compared to net income of $250,745,000 or $3.89 per diluted share, on revenues of $586,507,000 for the twelve months ended September 30, 2009.

	FOR THE THREE MONTHS ENDED  SEPTEMBER 30,
	2010			2009
Revenues	$	160,613,000		$	131,044,000
Income before Income Taxes		76,859,000			59,438,000
Provision for Income Taxes		(12,630,000	)		(11,154,000	)
Net Income		64,229,000			48,284,000
Earnings per Common Share -
Basic		1.00			0.75
Diluted		0.99			0.75
Weighted Average Shares
Outstanding -
Basic		64,439,000			64,212,000
Diluted		64,951,000			64,786,000
	FOR THE TWELVE MONTHS ENDED SEPTEMBER 30,
		2010			2009
Revenues	$	650,562,000		$	586,507,000
Income before Income Taxes		319,979,000			296,431,000
Provision for Income Taxes		(62,983,000	)		(45,686,000	)
Net Income		256,996,000			250,745,000
Earnings per Common Share -
Basic		3.99			3.91
Diluted		3.95			3.89
Weighted Average Shares
Outstanding -
Basic		64,391,000			64,167,000
Diluted		65,028,000			64,493,000

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						Twelve Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
REVENUES:
Contract drilling	$	160,613		$	131,044		$	650,562		$	586,507
COSTS AND EXPENSES:
Contract drilling		65,477			54,938			252,427			221,709
Depreciation		8,063			9,538			37,030			35,119
General and administrative		9,937			6,856			40,620			31,639
Other-net		(334	)		(350	)		(1,855	)		(402	)
		83,143			70,982			328,222			288,065
OPERATING INCOME		77,470			60,062			322,340			298,442
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest		(715	)		(649	)		(2,725	)		(2,293	)
Interest income		104			25			364			282
		(611	)		(624	)		(2,361	)		(2,011	)
INCOME  BEFORE INCOME TAXES		76,859			59,438			319,979			296,431
PROVISION FOR INCOME TAXES		12,630			11,154			62,983			45,686
NET INCOME	$	64,229		$	48,284		$	256,996		$	250,745
EARNINGS PER COMMON SHARE:
Basic		1.00			0.75			3.99			3.91
Diluted		0.99			0.75			3.95			3.89
AVERAGE COMMON SHARES OUTSTANDING:
Basic		64,439			64,212			64,391			64,167
Diluted		64,951			64,786			65,028			64,493

EX-99.3

EXHIBIT 99.3

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

	FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010
			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
ATWOOD HUNTER	$	49.4	$	9.5
ATWOOD FALCON		39.9		7.5
ATWOOD EAGLE		26.9		14.0
ATWOOD SOUTHERN CROSS		11.7		8.4
ATWOOD AURORA		10.6		5.3
VICKSBURG		9.1		4.4
ATWOOD BEACON		7.9		5.3
SEAHAWK		3.7		5.6
RICHMOND		1.4		4.1
OTHER		-		1.4
	$	160.6	$	65.5
	FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2010
			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
ATWOOD HUNTER	$	197.4	$	37.0
ATWOOD FALCON		154.0		31.5
ATWOOD EAGLE		134.1		53.0
ATWOOD AURORA		46.6		21.7
VICKSBURG		34.2		16.5
ATWOOD BEACON		34.1		27.8
SEAHAWK		27.2		24.6
ATWOOD SOUTHERN CROSS		13.0		18.0
RICHMOND		10.0		14.6
OTHER		-		7.7
	$	650.6	$	252.4

EX-99.4

EXHIBIT 99.4

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30,		September 30,
	2010		2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	180,523	$	100,259
Accounts receivable		96,463		124,053
Insurance receivable		-		2,518
Income tax receivable		16,052		8,306
Inventories of materials and supplies, net		52,749		50,136
Deferred tax assets		-		35
Prepaid expenses and deferred costs		14,207		19,297
Total Current Assets		359,994		304,604
NET PROPERTY AND EQUIPMENT		1,343,961		1,184,300
LONG TERM ASSETS:
Other Receivables		15,799		14,331
Deferred costs and other assets		4,686		6,167
		20,485		20,498
	$	1,724,440	$	1,509,402
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	37,192	$	19,066
Accrued liabilities		25,368		28,960
Income tax payable		26,367		29,067
Deferred credits		4,533		35,825
Total Current Liabilities		93,460		112,918
LONG-TERM DEBT		230,000		275,000
LONG TERM LIABILITIES:
Deferred income taxes		10,845		6,082
Deferred credits		2,919		2,921
Other		17,082		10,188
		30,846		19,191
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 64,443 and 64,236 issued
and outstanding at September 30, 2010
and September 30, 2009, respectively		64,443		64,236
Paid-in capital		133,095		122,457
Retained earnings		1,172,596		915,600
Total Shareholders' Equity		1,370,134		1,102,293
	$	1,724,440	$	1,509,402