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 21, 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 8.01 OTHER EVENTS

On February 21, 2011, our customer, RWE Dea Nile GmbH (“RWE”) formally withdrew its notice of a force majeure event, previously given on January 29, 2011 to Alpha Offshore Services Company (“Alpha”), a wholly-owned subsidiary of Atwood Oceanics, Inc.  The force majeure event intermittently affected the operations of the Atwood Aurora which is presently performing normal operations offshore Egypt in the Mediterranean Sea.

RWE and Alpha have agreed to a partial reduction of the operating day rate to apply during the period from January 28, 2011 to February 8, 2011 to account for the reduced manning levels on board the Atwood Aurora during that time period.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)   EXHIBITS

99.1           Press Release dated February 21, 2011

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.  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.

EXHIBIT INDEX

EXHIBIT NO.                                        DESCRIPTION

99.1                                Press Release dated February 21, 2011

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 22, 2011

EX-99.1

EXHIBIT 99.1

NOTICE OF FORCE MAJEURE EVENT WITHDRAWN

Houston, Texas

February 21, 2011

FOR IMMEDIATE RELEASE

ATWOOD OCEANICS, INC., a Houston-based international drilling contractor (NYSE: ATW), is pleased to announce that  on February 21, 2011, our customer, RWE Dea Nile GmbH (“RWE”) formally withdrew its notice of a force majeure event, previously given on January 29, 2011 to Alpha Offshore Services Company (“Alpha”), a wholly-owned subsidiary of Atwood Oceanics, Inc.  The force majeure event intermittently affected the operations of the Atwood Aurora which is presently performing normal operations offshore Egypt in the Mediterranean Sea.

RWE and Alpha have agreed to a partial reduction of the operating day rate to apply during the period from January 28, 2011 to February 8, 2011 to account for the reduced manning levels on board the Atwood Aurora during that time period.

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 i ndustry 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, 2010, filed with the Securities and Exchange Commission.

Contact: Mark L. Mey

(281) 749-7902