SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORRISSEY WILLIAM J

(Last)

(First)

(Middle)

15835 PARK TEN PLACE DRIVE

(Street)

HOUSTON

77084

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATWOOD OCEANICS INC [ ATW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2008	02/13/2008	M		4,000	A	$24.95	3,508⁽¹⁾	D
Common Stock	02/13/2008	02/13/2008	M		4,000	A	$21.36	3,508⁽¹⁾	D
Common Stock	02/13/2008	02/13/2008	M		4,000	A	$13.66	3,508⁽¹⁾	D
Common Stock	02/13/2008	02/13/2008	M		3,000	A	$19.55	3,508⁽¹⁾	D
Common Stock	02/13/2008	02/13/2008	M		2,000	A	$33.76	3,508⁽¹⁾	D
Common Stock	02/13/2008	02/13/2008	M		17,000	D	$87.68	3,508⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Options	$24.95	02/13/2008	02/13/2008	M			4,000	⁽³⁾	03/07/2011	Common Stock	4,000	$0	0	D
Nonqualified Stock Options	$21.36	02/13/2008	02/13/2008	M			4,000	⁽⁴⁾	03/09/2012	Common Stock	4,000	$0	0	D
Nonqualified Stock Options	$13.66	02/13/2008	02/13/2008	M			4,000	⁽⁵⁾	03/06/2013	Common Stock	4,000	$0	0	D
Nonqualified Stock Options	$19.55	02/13/2008	02/13/2008	M			3,000	⁽⁶⁾	03/04/2014	Common Stock	3,000	$0	1,000⁽²⁾	D
Nonqualified Stock Options	$33.76	02/13/2008	02/13/2008	M			2,000	⁽⁷⁾	03/03/2015	Common Stock	2,000	$0	2,000⁽²⁾	D

Explanation of Responses:

1. Represents the total number of shares of Common Stock held by the reporting person subsequent to the transactions reported hereby.

2. Represents the total number of Nonqualified Stock Options held by the reporting person with the same exercise price, exercised date, and expiration date, subsequent to the transaction reported hereby.

3. These options were granted on March 08, 2001 and vested 25% per year commencing at the end of year two, with full vesting on March 07, 2006.

4. These options were granted on March 09, 2002 and vested 25% per year commencing at the end of year two, with full vesting on March 08, 2007.

5. These options were granted on March 06, 2003 and vested 25% per year commencing at the end of year one, with full vesting on March 05, 2007.

6. These options were granted on March 04, 2004 and vested 25% per year commencing at the end of year one, with full vesting on March 03, 2008.

7. These options were granted on March 03, 2005 and vested 25% per year commencing at the end of year one, with full vesting on March 02, 2009.

	William J. Morrissey	02/14/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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