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 3, 2010

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

____________

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 3, 2010, the Company announced its earnings for the fiscal year 2010 first quarter ended December 31, 2009. 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, 2009 and 2008, an analysis of revenues and contract drilling costs for the three months ended December 31, 2009 and condensed consolidated balance sheets at December 31, 2009 and September 30, 2009 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 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 Company's annual report on Form 10-K for the year ended September 30, 2009, filed with the Securities and Exchange Commission.

ITEM 9.01                      EXHIBITS

  EXHIBIT 99.1    PRESS RELEASE DATED FEBRUARY 3, 2010

EXHIBIT 99.2   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

EXHIBIT 99.3   ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009

 EXHIBIT 99.4   CONDENSED CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2009 AND SEPTEMBER 30, 2009

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:    February 3, 2010

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1Press Release dated February 3, 2010

99. Consolidated Statements of Operations for the Three Months ended December 31, 2009 and 2008

99.3 Analysis of Revenues and Drilling Costs for the Three Months ended December 31, 2009

99.4 Condensed Consolidated Balance Sheets at December 31, 2009 and September 30, 2009

EX-99.1

EXHIBIT 99.1

Houston, Texas

3 February 2010

FOR IMMEDIATE RELEASE

EARNINGS-

ATWOOD OCEANICS, INC., Houston-based International Drilling Contractor, announced today that the Company earned 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 compared to net income of $78,363,000 or $1.22 per diluted share, on revenues of $165,504,000 for the quarter ended December 31, 2008.

	FOR THE THREE MONTHS ENDED DECEMBER 31,
	2009			2008
Revenues	$	164,243,000		$	165,504,000
Income before Income Taxes		81,255,000			91,716,000
Provision for Income Taxes		(14,271,000	)		(13,353,000	)
Net Income		66,984,000			78,363,000
Earnings per Common Share -
Basic		1.04			1.22
Diluted		1.03			1.22
Weighted Average Shares
Outstanding -
Basic		64,303,000			64,081,000
Diluted		65,023,000			64,332,000

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,
	2009			2008
REVENUES:
Contract drilling	$	164,243		$	165,504
COSTS AND EXPENSES:
Contract drilling		61,042			55,397
Depreciation		9,713			7,909
General and administrative		11,623			10,244
Gain on sale of equipment		(87	)		48
		82,291			73,598
OPERATING INCOME		81,952			91,906
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest		(733	)		(305	)
Interest income		36			115
		(697	)		(190	)
INCOME  BEFORE INCOME TAXES		81,255			91,716
PROVISION FOR INCOME TAXES		14,271			13,353
NET INCOME	$	66,984		$	78,363
EARNINGS PER COMMON SHARE:
Basic		1.04			1.22
Diluted		1.03			1.22
AVERAGE COMMON SHARES OUTSTANDING:
Basic		64,303			64,081
Diluted		65,023			64,332

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, 2009
			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
ATWOOD HUNTER	$	49.3	$	9.1
ATWOOD EAGLE		37.7		12.5
ATWOOD FALCON		40.2		7.6
ATWOOD AURORA		12.2		5.8
SEAHAWK		7.7		6.8
VICKSBURG		8.7		3.7
ATWOOD BEACON		6.1		6.4
RICHMOND		2.3		3.6
ATWOOD SOUTHERN CROSS		-		3.0
OTHER		-		2.5
	$	164.2	$	61.0

EX-99.4

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	December 31,		September 30,
	2009		2009
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	187,205	$	100,259
Accounts receivable, net of an allowance
of $65 at December 31, 2009
and $65 at September 30, 2009		106,027		124,053
Income tax receivable		11,927		8,306
Insurance receivable		1,538		2,518
Inventories of materials and supplies, net		50,584		50,136
Deferred tax assets		35		35
Prepaid expenses and deferred costs		15,572		19,297
Total Current Assets		372,888		304,604
NET PROPERTY AND EQUIPMENT		1,222,483		1,184,300
		1,222,483		1,184,300
LONG TERM ASSETS:
Other Receivables		14,331		14,331
Deferred costs and other assets		5,856		6,167
		20,187		20,498
	$	1,615,558	$	1,509,402
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	50,510	$	19,066
Accrued liabilities		65,402		58,027
Deferred credits		36,779		35,825
Total Current Liabilities		152,691		112,918
LONG-TERM DEBT,
net of current maturities:		275,000		275,000
LONG TERM LIABILITIES:
Deferred income taxes		2,849		6,082
Deferred credits		1,842		2,921
Other		10,937		10,188
		15,628		19,191
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 64,385 and 64,236 issued
and outstanding at December 31, 2009
and September 30, 2009, respectively		64,385		64,236
Paid-in capital		125,270		122,457
Retained earnings		982,584		915,600
Total Shareholders' Equity		1,172,239		1,102,293
	$	1,615,558	$	1,509,402