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 8, 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))


ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 8, 2008, the Company announced its earnings for the Fiscal Year 2008 Second Quarter ended March 31, 2008. 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 c onsolidated s tatements of o perations for the three months and six months ended March 31, 2008 and 2007, an analysis of r evenues and contract d rilling c osts for the three months and six months ended March 31, 2008 and 2007 and condensed consolidated balance sheets at March 31, 2008 and September 30, 2007 are attached her eto 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.

ITEM 7.01 REGULATION FD DISCLOSURE

Additional information with respect to the Company’s Fleet Status Report at May 8, 2008 is attached hereto as Exhibit 99.5. Such information is being furnished under Regulation FD and should not be deemed to be filed under Section 18 of the Exchange Act. The Fleet Status Report has also been posted on the Company’s website at www.atwd.com.

The ATWOOD EAGLE is preparing to commence its one-well drilling program for ENI Spa AGIP Exploration & Production Division (“ENI”) which is estimated to take 45 days to complete at a dayrate of $360,000. Following completion of the ENI drilling program (estimated mid to late June 2008), the rig will commence drilling under its two-year commitment with Woodside Energy Limited at a dayrate of $405,000. The ATWOOD SOUTHERN CROSS is preparing to commence drilling a two-well program for ENI offshore Italy. This drilling program is expected to take until August/September 2008 to complete with a dayrate of $406,000 plus estimated daily equipment rental fee of $20,000.

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, 2007, filed with the Securities and Exchange Commission.


ITEM 9.01      EXHIBITS

          

EXHIBIT 99.1 PRESS RELEASE DATED MAY 8, 2008

 

EXHIBIT 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2008 AND 2007

EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR

THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008

 

EXHIBIT 99.4 CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2008 AND SEPTEMBER 30, 2007

EXHIBIT 99.5 FLEET STATUS REPORT AT MAY 8, 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: May 8, 2008


EXHIBIT INDEX
 

EXHIBIT NO.                          DESCRIPTION

99.1     

Press Release dated May 8, 2008




99.2                         Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2008 and 2007

99.3                         Analysis of Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2008

99.4                         Condensed Consolidated Balance Sheets at March 31, 2008 and September 30, 2007

               99.5                         Fleet Status Report at May 8, 2008