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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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 19, 2008

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

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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))

SECTION 1 – Registrant’s Business and Operations

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 19, 2008, Atwood Oceanics, Inc. (the “Registrant), as guarantor, and its wholly-owned subsidiary, Atwood Oceanics Pacific Limited (“AOPL”), as borrower, executed a first amendment to their current credit agreement for a 5-year $300,000,000 revolving loan facility with several banks with Nordea Bank Finland PLC, New York Branch, as Administrator Agent for the lenders (the “Credit Agreement”). The loan facility matures in October 2012. The first amendment provides for additional permitted indebtedness not to exceed $300,000,000 and amends certain provisions relating to permitted liens. Currently, the amount borrowed under the Credit Agreement is $170,000,000. A copy of the first amendment to the Credit Agreement is filed herewith as Exhibit 10.1.

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER A OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On August 19, 2008, the Registrant and AOPL executed a first amendment to the Credit Agreement as more specifically described in Item 1.01 in this Current Report on Form 8-K, which description is incorporated by reference in this Item 2.03.

SECTION 7 – REGULATION FD

ITEM 7.01 REGULATION FD DISCLOSURE

The Registrant and its subsidiaries (referred to herein as the “Company”, “we”, “us”, or “our”) currently has three drilling units under construction: a jack-up scheduled for delivery in November 2008, a conventionally moored semisubmersible scheduled for delivery in early 2011, and a dynamically positioned semisubmersible scheduled for delivery in mid-2012. We are currently evaluating our needs for additional indebtedness to fund our fleet expansion.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

EXHIBITS

10.1

First Amendment to Credit Agreement dated August 19, 2008

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 Registrant’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 Registrant’s annual report on Form 10-K for the year ended September 30, 2007, filed with the Securities and Exchange Commission.

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

10.1 First Amendment to Credit Agreement dated August 19, 2008

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/ James M. Holland James M. Holland Senior Vice President

		DATE: August 22, 2008

Exhibit 10.1

Execution Copy

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of August 19, 2008, by and among ATWOOD OCEANICS, INC., a Texas corporation (the “Parent”), ATWOOD OCEANICS PACIFIC LIMITED, a company organized under the laws of the Cayman Islands and a Wholly-Owned Subsidiary of the Parent (the “Borrower”), the lenders party hereto (each, a “Lender” and, collectively, the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Parent, the Borrower, the Lenders from time to time party thereto, and the Administrative Agent are parties to a Credit Agreement, dated as of October 26, 2007 (the “Credit Agreement”);

WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1. Section 9.01 of the Credit Agreement is hereby amended by deleting the phrase “and” from the end of clause (viii), deleting the “.” from the end of clause (ix) and substituting the phrase “; and” therefor, and adding a new clause (x) as follows thereafter:

“Liens on Capital Stock of the Borrower or a Material Subsidiary, provided that the administrative agent for the lenders under any new facility under which Indebtedness is incurred pursuant to Section 9.04(vii) enters into an intercreditor agreement with the form and substance satisfactory to the Administrative Agent.”.

2. Section 9.04 of the Credit Agreement is hereby amended by deleting the phrase “and” from the end of clause (vi), redesignating clause (vii) as clause (viii), and inserting prior to redesignated clause (viii) a new clause (vii) as follows:

“additional Indebtedness of the Parent or any of its Subsidiaries (other than Subsidiary Guarantors), including the Borrower, not to exceed $300,000,000 in the aggregate at any one time outstanding; and”.

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined herein) before or after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. The Credit Agreement is modified only by the express provisions of this First Amendment and this First Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein.

3. The Lenders hereby authorize the Administrative Agent to enter into an intercreditor agreement with the administrative agent for the lenders under any new facility under which Indebtedness is incurred pursuant to Section 9.04(vii) of the Credit Agreement as amended hereby.

4. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

5. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

6. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip (facsimile number: 212-354-8113 / email: myip@whitecase.com ).

7. From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby.

* * *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

ATWOOD OCEANICS, INC.

By: /s/ James M. Holland
Name: James M. Holland
Title: Senior Vice President, Chief Financial Officer and Secretary

ATWOOD OCEANICS PACIFIC LIMITED

By: /s/ James M. Holland
Name: James M. Holland
Title: Shareholders Representative

NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
Individually and as Administrative Agent

By: /s/ Hans Christian Kjelsrud
Name: Hans Christian Kjelsrud
Title: Executive Vice President

By: /s/ Martin Kahm
Name: Martin Kahm
Title: Vice President

SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF AUGUST 19, 2008, AMONG ATWOOD OCEANICS, INC., ATWOOD OCEANICS PACIFIC LIMITED, VARIOUS LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

Bayerische Hypo- and Vereinsbank AG, Munich acting through Hamburg branch

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By: /s/ Stephan Somitsch
Name: Stephan Somitsch
Title: Vice President

By: /s/ Peter Grotheer-Isecke

Name: Peter Grotheer-Isecke

Title:

NAME OF INSTITUTION:

CALYON

By: /s/ Roger Amillom
Name: Roger Amillom

Title: Vice President

HSH Nordbank AG

/s/ Hauke Tessmer /s/Jessica Beckmann

Hauke Tessmer Jessica Beckmann

ITF International Transport Finance Suisse AG

By: /s/ Alexander Schaffert
Name: Alexander Schaffert

Title: Vice President

By: /s/ Kai M. Foerster

Name: Kai M. Foerster

Title: Vice President

NAME OF INSITUTION:

Whitney National Bank
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By: /s/ Harry G. Stahel
Name: Harry G. Stahel
Title: Senior Vice President