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 3, 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

Our press release dated August 3, 2011, concerning financial results for the third quarter ended June 30, 2011, furnished as Exhibit 99.1, is incorporated herein by reference.

Additional information with respect to the Company’s unaudited condensed consolidated statements of operations for the three months and nine months ended June 30, 2011 and June 30, 2010,

an analysis of revenues and contract drilling costs for the three months and nine months ended June 30, 2011 and unaudited condensed consolidated balance sheets at June 30, 2011 and September 30, 2010

are attached hereto as Exhibits 99.2, 99.3, and 99.4 respectively.

ITEM 9.01                      EXHIBITS

   EXHIBIT 99.1   PRESS RELEASE DATED AUGUST 3, 2011

EXHIBIT 99.2   UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2011 AND 2010

EXHIBIT 99.3   ANALYSIS OF REVENUES AND DRILLING COSTS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2011

EXHIBIT 99.4   UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2011 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:    August 3, 2011

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1   Press Release dated August 3, 2011

99.2 Unaudited Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended June 30, 2011 and 2010

99.3 Analysis of Revenues and Drilling Costs for the Three Months and Nine Months ended June 30, 2011

99.4 Unaudited Condensed Consolidated Balance Sheets at June 30, 2011 and September 30, 2010

EX-99.1

EXHIBIT 99.1

Houston, Texas

August 3, 2011

FOR IMMEDIATE RELEASE

EARNINGS

ATWOOD OCEANICS, INC., a Houston-based international drilling contractor (NYSE: ATW), announced today that the Company earned net income of $75,285,000 or $1.15 per diluted

share, on revenues of $162,147,000 for the quarter ended June 30, 2011 compared to net income of $70,611,000 or $1.08 per diluted share on revenues of $159,085,000 for the quarter ended

March 31, 2011 and compared to net income of $58,994,000 or $0.91 per diluted share, on revenues of $166,637,000 for the quarter ended June 30, 2010.  For the nine months ended June 30,

2011, the Company earned net income of $198,747,000 or $3.04 per diluted share, on revenues of $467,518,000 compared to net income of $192,733,000 or $2.96 per diluted share, on revenues

of  $489,949,000 for the nine months ended June 30, 2010.

Contact: Mark L. Mey

(281) 749-7902

	FOR THE THREE MONTHS ENDED
	JUNE 30, 2011			MARCH 31, 2011			JUNE 30, 2010
Revenues	$	162,147,000		$	159,085,000		$	166,637,000
Income before Income Taxes		87,203,000			90,485,000			84,847,000
Provision for Income Taxes		(11,918,000	)		(19,874,000	)		(25,853,000	)
Net Income		75,285,000			70,611,000			58,994,000
Earnings per Common Share -
Basic		1.16			1.09			0.92
Diluted		1.15			1.08			0.91
Weighted Average Shares
Outstanding -
Basic		64,820,000			64,720,000			64,427,000
Diluted		65,470,000			65,409,000			65,037,000
	FOR THE NINE MONTHS ENDED JUNE 30,
		2011			2010
Revenues	$	467,518,000		$	489,949,000
Income before Income Taxes		240,929,000			243,120,000
Provision for Income Taxes		(42,182,000	)		(50,387,000	)
Net Income		198,747,000			192,733,000
Earnings per Common Share -
Basic		3.07			2.99
Diluted		3.04			2.96
Weighted Average Shares
Outstanding -
Basic		64,689,000			64,375,000
Diluted		65,355,000			65,054,000

EX-99.2

EXHIBIT 99.2

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
REVENUES:
Contract drilling	$	162,147		$	166,637		$	467,518		$	489,949
COSTS AND EXPENSES:
Contract drilling		53,004			63,139			161,750			186,950
Depreciation		10,395			9,611			27,991			28,967
General and administrative		9,742			9,339			34,480			30,683
Other-net		-			(822	)		(77	)		(1,521	)
		73,141			81,267			224,144			245,079
OPERATING INCOME		89,006			85,370			243,374			244,870
OTHER INCOME (EXPENSE)
Interest expense		(1,900	)		(698	)		(3,037	)		(2,010	)
Interest income		97			175			592			260
		(1,803	)		(523	)		(2,445	)		(1,750	)
INCOME  BEFORE INCOME TAXES		87,203			84,847			240,929			243,120
PROVISION FOR INCOME TAXES		11,918			25,853			42,182			50,387
NET INCOME	$	75,285		$	58,994		$	198,747		$	192,733
EARNINGS PER COMMON SHARE:
Basic		1.16			0.92			3.07			2.99
Diluted		1.15			0.91			3.04			2.96
AVERAGE COMMON SHARES OUTSTANDING:
Basic		64,820			64,427			64,689			64,375
Diluted		65,470			65,037			65,355			65,054

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, 2011
				CONTRACT
				DRILLING
	REVENUES			COSTS
	(In Millions)
ATWOOD HUNTER	$	40.4		$	7.2
ATWOOD FALCON		39.0			7.9
ATWOOD EAGLE		39.6			16.7
ATWOOD OSPREY		16.2			6.5
ATWOOD BEACON		12.2			7.2
VICKSBURG		8.8			3.7
ATWOOD AURORA		6.1			3.7
SEAHAWK		-			0.4
RICHMOND		-			0.2
ATWOOD SOUTHERN CROSS		(0.2	)		0.4
OTHER		-			(0.9	)
	$	162.1		$	53.0
	FOR THE NINE MONTHS ENDED JUNE 30, 2011
				CONTRACT
				DRILLING
	REVENUES			COSTS
	(In Millions)
ATWOOD HUNTER	$	140.2		$	26.0
ATWOOD FALCON		118.5			23.0
ATWOOD EAGLE		104.6			49.4
ATWOOD OSPREY		16.2			8.4
ATWOOD BEACON		34.1			23.6
VICKSBURG		25.6			11.9
ATWOOD AURORA		28.5			14.6
SEAHAWK		-			2.3
RICHMOND		-			1.5
ATWOOD SOUTHERN CROSS		(0.2	)		2.6
OTHER		-			(1.5	)
	$	467.5		$	161.8

EX-99.4

EXHIBIT 99.4

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

		JUNE 30,	SEPTEMBER 30,
		2011	2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	113,075	$                            180,523
Accounts receivable		106,879	96,463
Income tax receivable		2,835	16,052
Inventories of materials and supplies		56,404	52,749
Prepaid expenses and deferred costs		1,998	14,207
Total Current Assets		281,191	359,994
NET PROPERTY AND EQUIPMENT		1,813,674	1,343,961
LONG TERM ASSETS:
Other receivables		15,799	15,799
Deferred costs and other assets		16,032	4,686
		31,831	20,485
	$	2,126,696	$                         1,724,440
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	37,863	$                              37,192
Accrued liabilities		26,684	25,368
Income tax payable		6,117	26,367
Deferred credits		33,834	4,533
Total Current Liabilities		104,498	93,460
LONG-TERM DEBT		400,000	230,000
LONG TERM LIABILITIES:
Deferred income taxes		10,028	10,845
Deferred credits		8,857	2,919
Other		24,629	17,082
		43,514	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 64,846 and 64,443 issued
and outstanding at June 30, 2011
and September 30, 2010, respectively		64,846	64,443
Paid-in capital		142,495	133,095
Retained earnings		1,371,343	1,172,596
Total Shareholders' Equity		1,578,684	1,370,134
	$	2,126,696	$                         1,724,440