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 1, 2012

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 February 1, 2012, concerning financial results for the first quarter ended December 31, 2011, furnished as Exhibit 99.1, is incorporated herein by reference.

ITEM 9.01                      EXHIBITS

EXHIBIT 99.1   PRESS RELEASE DATED FEBRUARY 1, 2012

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:    February 1, 2012

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1   Press Release dated February 1, 2012

EX-99.1

EXHIBIT 99.1

Houston, Texas

February 1, 2012

FOR IMMEDIATE RELEASE - EARNINGS

ATWOOD OCEANICS, INC.,(NYSE: ATW), announced today that the Company earned net income of $65,468,000 or $1.00 per diluted share, on revenues of $184,672,000 for the quarter ended December 31, 2011 compared to net income of $72,927,000 or $1.12 per diluted share on revenues of $177,558,000 for the quarter ended September 30, 2011 and compared to net income of $52,850,000 or $0.81 per diluted share, on revenues of $146,286,000 for the quarter ended December 31, 2010.

                                                                      FOR THE THREE MONTHS ENDED

	December 31, 2011			September 30, 2011			December 31, 2010
Revenues	$	184,672,000		$	177,558,000		$	146,286,000
Income before Income Taxes		77,931,000			83,918,000			63,240,000
Provision for Income Taxes		(12,463,000	)		(10,991,000	)		(10,390,000	)
Net Income	$	65,468,000		$	72,927,000		$	52,850,000
Earnings per Common Share -
Basic		1.01			1.13			0.82
Diluted		1.00			1.12			0.81
Weighted Average Shares
Outstanding -
Basic		65,024,000			64,754,000			64,528,000
Diluted		65,541,000			65,403,000			65,184,000

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	THREE MONTHS ENDED DECEMBER 31,
	2011			2010
REVENUES:
Contract drilling	$	184,672		$	146,286
COSTS AND EXPENSES:
Contract drilling		78,344			58,344
Depreciation		15,363			8,803
General and administrative		14,094			15,664
Other, net		-			(61	)
		107,801			82,750
OPERATING INCOME		76,871			63,536
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest		(603	)		(678	)
Interest income		86			382
Other		1,577			-
		1,060			(296	)
INCOME  BEFORE INCOME TAXES		77,931			63,240
PROVISION FOR INCOME TAXES		12,463			10,390
NET INCOME	$	65,468		$	52,850
EARNINGS PER COMMON SHARE:
Basic		1.01			0.82
Diluted		1.00			0.81
AVERAGE COMMON SHARES OUTSTANDING:
Basic		65,024			64,528
Diluted		65,541			65,184

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

                                        FOR THE THREE MONTHS ENDED

                                          DECEMBER 31, 2011

			CONTRACT
			DRILLING
	REVENUES		COSTS
	(In Millions)
Atwood Hunter	$	44.8	$	12.2
Atwood Osprey		40.9		15.9
Atwood Eagle		35.5		18.2
Atwood Falcon		30.3		8.3
Atwood Aurora		12.7		8.8
Atwood Beacon		11.5		7.4
Vicksburg		9.0		5.3
Other		-		2.2
	$	184.7	$	78.3

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED SELECTED BALANCE SHEET DATA

(In thousands)

	DECEMBER 31,		SEPTEMBER 30,
	2011		2011
CASH AND CASH EQUIVALENTS	$	89,923	$	295,002
NET PROPERTY AND EQUIPMENT	$	2,046,214	$	1,887,321
LONG-TERM DEBT	$	520,000	$	520,000
SHAREHOLDERS' EQUITY	$	1,719,916	$	1,652,787

Atwood Oceanics, Inc. is an international offshore drilling contractor engaged in the drilling and completion of exploratory and developmental oil and gas wells.  The company currently owns ten mobile offshore drilling units located in the United States Gulf of Mexico, South America, the Mediterranean Sea, West Africa, southeast Asia and Australia, and is constructing an ultra-deepwater semisubmersible, two ultra-deepwater drillships and three high-specification jackups for deliveries in 2012, 2013 and 2014.   The company was founded in 1968 and is headquartered in Houston, Texas.  Atwood Oceanics, Inc. ordinary shares are traded on the New York Stock Exchange under the symbol “ATW”.

Contact: Mark L. Mey

(281) 749-7902