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:  May 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 May 3, 2011, concerning financial results for the second quarter ended March 31, 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 six months ended March 31, 2011 and March 31, 2010, an analysis of revenues and contract drilling costs for the three months and six months ended March 31, 2011 and unaudited condensed consolidated balance sheets at March 31, 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 MAY 3, 2011

EXHIBIT 99.2   UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2011 AND 2010

EXHIBIT 99.3   ANALYSIS OF REVENUES AND DRILLING COSTS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2011

EXHIBIT 99.4   UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 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:    May 3, 2011

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1   Press Release dated May 3, 2011

99.2 Unaudited Condensed Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2011 and 2010

99.3 Analysis of Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2011

99.4 Unaudited Condensed Consolidated Balance Sheets at March 31, 2011 and September 30, 2010

EX-99.1

EXHIBIT 99.1

Houston, Texas

May 3, 2011

FOR IMMEDIATE RELEASE

EARNINGS-

ATWOOD OCEANICS, INC., a Houston-based international drilling contractor, announced today that the Company earned 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 compared to net income of $66,755,000 or $1.03 per diluted share, on revenues of $159,069,000 for the quarter ended March 31, 2010.  For the six months ended March 31, 2011, the Company earned net income of $123,462,000 or $1.89 per diluted share, on revenues of $305,371,000 compared to net income of $133,739,000 or $2.06 per diluted share, on revenues of $323,312,000 for the six months ended March 31, 2010.

	For the Three Months Ended March 31,
	2011			2010
Revenues	$	159,085,000		$	159,069,000
Income before Income Taxes		90,485,000			77,018,000
Provision for Income Taxes		(19,874,000	)		(10,263,000	)
Net Income		70,611,000			66,755,000
Earnings per Common Share -
Basic		1.09			1.04
Diluted		1.08			1.03
Weighted Average Shares
Outstanding -
Basic		64,720,000			64,396,000
Diluted		65,409,000			65,103,000
	For the Six Months Ended March 31,
		2011			2010
Revenues	$	305,371,000		$	323,312,000
Income before Income Taxes		153,726,000			158,273,000
Provision for Income Taxes		(30,264,000	)		(24,534,000	)
Net Income		123,462,000			133,739,000
Earnings per Common Share -
Basic		1.91			2.08
Diluted		1.89			2.06
Weighted Average Shares
Outstanding -
Basic		64,624,000			64,349,000
Diluted		65,297,000			65,063,000

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 March 31,		Six Months Ended March 31,
	2011	2010	2011	2010
REVENUES:
Contract drilling	$           159,085	$           159,069	$           305,371	$           323,312
COSTS AND EXPENSES:
Contract drilling	50,402	62,769	108,746	123,811
Depreciation	8,794	9,643	17,596	19,356
General and administrative	9,074	9,721	24,738	21,344
Other, net	(16)	(612)	(77)	(699)
	68,254	81,521	151,003	163,812
OPERATING INCOME	90,831	77,548	154,368	159,500
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest	(459)	(579)	(1,137)	(1,312)
Interest income	113	49	495	85
	(346)	(530)	(642)	(1,227)
INCOME  BEFORE INCOME TAXES	90,485	77,018	153,726	158,273
PROVISION FOR INCOME TAXES	19,874	10,263	30,264	24,534
NET INCOME	$             70,611	$             66,755	$           123,462	$           133,739
EARNINGS PER COMMON SHARE:
Basic	1.09	1.04	1.91	2.08
Diluted	1.08	1.03	1.89	2.06
AVERAGE COMMON SHARES OUTSTANDING:
Basic	64,720	64,396	64,624	64,349
Diluted	65,409	65,103	65,297	65,063

EX-99.3

EXHIBIT 99.3

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

	FOR THE THREE MONTHS ENDED MARCH 31, 2011
			CONTRACT
			DRILLING
	REVENUES		COSTS
		(In Millions)
Atwood Hunter	$              50.0		$                 8.6
Atwood Falcon	39.5		7.4
Atwood Eagle	38.0		15.7
Atwood Aurora	11.7		5.5
Atwood Beacon	11.2		7.5
Vicksburg	8.7		4.2
Richmond	-		0.4
Seahawk	-		0.3
Atwood Southern Cross	-		0.7
Other	-		0.1
	$            159.1		$                50.4
	FOR THE SIX MONTHS ENDED MARCH 31, 2011
			CONTRACT
			DRILLING
	REVENUES		COSTS
		(In Millions)
Atwood Hunter	$              99.8		$                18.8
Atwood Falcon	79.6		15.1
Atwood Eagle	64.9		32.7
Atwood Aurora	22.4		10.9
Atwood Beacon	21.9		16.4
Vicksburg	16.8		8.3
Richmond	-		1.3
Seahawk	-		1.8
Atwood Southern Cross	-		2.1
Other	-		1.3
	$            305.4		$              108.7

EX-99.4

EXHIBIT 99.4

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	MARCH 31,	SEPTEMBER 30,
	2011	2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$           162,001	$              180,523
Accounts receivable	102,077	96,463
Income tax receivable	7,092	16,052
Inventories of materials and supplies	55,813	52,749
Prepaid expenses and deferred costs	9,740	14,207
Total Current Assets	336,723	359,994
NET PROPERTY AND EQUIPMENT	1,753,832	1,343,961
LONG TERM ASSETS:
Other receivables	15,799	15,799
Deferred costs and other assets	5,087	4,686
	20,886	20,485
	$        2,111,441	$           1,724,440
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$             44,137	$                37,192
Accrued liabilities	26,817	25,368
Income tax payable	14,205	26,367
Deferred credits	34,573	4,533
Total Current Liabilities	119,732	93,460
LONG-TERM DEBT	455,000	230,000
LONG TERM LIABILITIES:
Deferred income taxes	10,402	10,845
Deferred credits	2,266	2,919
Other	23,570	17,082
	36,238	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 64,781 and 64,443 issued
and outstanding at March 31, 2011
and September 30, 2010, respectively	64,781	64,443
Paid-in capital	139,632	133,095
Retained earnings	1,296,058	1,172,596
Total Shareholders' Equity	1,500,471	1,370,134
	$        2,111,441	$           1,724,440