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:  February 2, 2011

ATWOOD OCEANICS, INC.

(Exact name of registrant as specified in its charter)

TEXAS

(State or other jurisdiction of incorporation or organization)

COMMISSION FILE NUMBER 1-13167

Internal Revenue Service – 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 2.02                      RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 2, 2011, the Company announced its earnings for the fiscal year 2011 first quarter ended December 31, 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 consolidated statements of operations for the three months ended December 31, 2010 and 2009, an analysis of revenues and contract drilling costs for the three months ended December 31, 2010 and condensed consolidated balance sheets at December 31, 2010 and September 30, 2010 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.

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 and industry regulations and environmental matters.
60; 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, 2010, filed with the Securities and Exchange Commission.

ITEM 9.01                      EXHIBITS

EXHIBIT 99.1    PRESS RELEASE DATED FEBRUARY 2, 2011

EXHIBIT 99.2   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009

 EXHIBIT 99.3   ANALYSIS OF REVENUES AND DRILLING COSTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2010

 EXHIBIT 99.4   CONDENSED CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2010 AND SEPTEMBER 30, 2010

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:    February 2, 2011

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1   Press Release dated February 2, 2011

99.2 Consolidated Statements of Operations for the Three Months ended December 31, 2010 and 2009

99.3 Analysis of Revenues and Drilling Costs for the Three Months ended December 31, 2010

99.4 Condensed Consolidated Balance Sheets at December 31, 2010 and September 30, 2010

EX-99.1

EXHIBIT 99.1

Houston, Texas

February 2, 2011

FOR IMMEDIATE RELEASE

EARNINGS-

ATWOOD OCEANICS, INC., Houston-based international drilling contractor, announced today that the Company earned net income of $52,850,000 or $0.81 per diluted share, on revenues of $146,286,000 for the quarter ended December 31, 2010 compared to net income of $66,984,000 or $1.03 per diluted share, on revenues of $164,243,000 for the quarter ended December 31, 2009.

	FOR THE THREE MONTHS ENDED DECEMBER 31,
	2010			2009
Revenues	$	146,286,000		$	164,243,000
Income before Income Taxes		63,240,000			81,255,000
Provision for Income Taxes		(10,390,000	)		(14,271,000	)
Net Income	$	52,850,000		$	66,984,000
Earnings per Common Share -
Basic		0.82			1.04
Diluted		0.81			1.03
Weighted Average Shares
Outstanding -
Basic		64,528,000			64,303,000
Diluted		65,184,000			65,023,000

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
	DECEMBER 31,
	2010			2009
REVENUES:
Contract drilling	$	146,286		$	164,243
COSTS AND EXPENSES:
Contract drilling		58,344			61,042
Depreciation		8,803			9,713
General and administrative		15,664			11,623
Other, net		(61	)		(87	)
		82,750			82,291
OPERATING INCOME		63,536			81,952
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest		(678	)		(733	)
Interest income		382			36
		(296	)		(697	)
INCOME  BEFORE INCOME TAXES		63,240			81,255
PROVISION FOR INCOME TAXES		10,390			14,271
NET INCOME	$	52,850		$	66,984
EARNINGS PER COMMON SHARE:
Basic		0.82			1.04
Diluted		0.81			1.03
AVERAGE COMMON SHARES OUTSTANDING:
Basic		64,528			64,303
Diluted		65,184			65,023

EX-99.3

EXHIBIT 99.3

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

	FOR THE THREE MONTHS ENDED
	DECEMBER 31, 2010
			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
Atwood Hunter	$	49.8	$	10.2
Atwood Falcon		40.0		7.7
Atwood Eagle		26.9		17.0
Atwood Aurora		10.8		5.3
Atwood Beacon		10.7		8.9
Vicksburg		8.1		4.1
Seahawk		-		1.6
Richmond		-		1.0
Atwood Southern Cross		-		1.4
Other		-		1.1
	$	146.3	$	58.3

EX-99.4

EXHIBIT 99.4

ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	DECEMBER 31,		SEPTEMBER 30,
	2010		2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	200,209	$	180,523
Accounts receivable		99,409		96,463
Income tax receivable		7,266		16,052
Inventories of materials and supplies		50,950		52,749
Deferred tax assets		-		-
Prepaid expenses and deferred costs		12,191		14,207
Total Current Assets		370,025		359,994
NET PROPERTY AND EQUIPMENT		1,478,905		1,343,961
LONG TERM ASSETS:
Other receivables		15,799		15,799
Deferred costs and other assets		6,675		4,686
		22,474		20,485
	$	1,871,404	$	1,724,440
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	32,660	$	37,192
Accrued liabilities		30,470		25,368
Income tax payable		28,501		26,367
Deferred credits		24,970		4,533
Total Current Liabilities		116,601		93,460
LONG-TERM DEBT		300,000		230,000
LONG TERM LIABILITIES:
Deferred income taxes		10,639		10,845
Deferred credits		658		2,919
Other		17,367		17,082
		28,664		30,846
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 64,631 and 64,443 issued
and outstanding at December 31, 2010
and September 30, 2010, respectively		64,631		64,443
Paid-in capital		136,062		133,095
Retained earnings		1,225,446		1,172,596
Total Shareholders' Equity		1,426,139		1,370,134
	$	1,871,404	$	1,724,440