ATWOOD OCEANICS INC
8-K, 2000-11-21
DRILLING OIL & GAS WELLS
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                       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: November 21, 2000


                              ATWOOD OCEANICS, INC.
             (Exact name of registrant as specified in its charter)

                         COMMISSION FILE NUMBER 1-13167

           TEXAS                                          74-1611874
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

   15835 Park Ten Place Drive                                77084
        Houston, Texas                                    (Zip Code)
(Address of principal executive offices)


               Registrant's telephone number, including area code:
                                  281-749-7800

================================================================================


<PAGE>






ITEM 5.    OTHER EVENTS

ON NOVEMBER 21,  2000,  THE COMPANY  ANNOUNCED  ITS EARNINGS FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 2000. 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.

FOR THE QUARTER  ENDED  SEPTEMBER  30,  2000,  THE COMPANY HAD NET INCOME OF USD
6,862,000, OR USD .49 PER DILUTED SHARE, ON CONTRACT REVENUES OF USD 37,558,000,
COMPARED  TO A NET INCOME OF USD  4,826,000,  OR USD .35 PER DILUTED  SHARE,  ON
CONTRACT REVENUES OF USD 34,980,000, FOR THE FOURTH QUARTER OF 1999. AS A RESULT
OF A REDUCTION  IN THE DEEMED  INCOME TAX RATE IN EGYPT AND THE  UTILIZATION  OF
CERTAIN  FOREIGN  TAX  CREDITS  TO REDUCE  UNITED  STATES TAX  OBLIGATIONS,  THE
COMPANYS  EFFECTIVE TAX RATE FOR THE QUARTER  ENDED  SEPTEMBER 30, 2000 WAS 29%,
RESULTING IN AN EFFECTIVE TAX RATE FOR THE FISCAL YEAR ENDED  SEPTEMBER 30, 2000
OF 35.5%.  ADDITIONAL  INFORMATION  WITH RESPECT TO THE  COMPANY'S  CONSOLIDATED
STATEMENTS  OF  OPERATIONS  FOR THE THREE  MONTHS ENDED  SEPTEMBER  30, 2000 AND
SEPTEMBER 30, 1999, AN ANALYSIS OF CONTRACT  REVENUES AND DRILLING COSTS FOR THE
QUARTER  ENDED  SEPTEMBER 30, 2000 AND CONTRACT  STATUS  SUMMARY AT NOVEMBER 21,
2000 ARE ATTACHED HERETO AS EXHIBITS 99.2, 99.3 AND 99.4 RESPECTIVELY.

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;  the  Company's  dependence  on the oil and gas
industry;  the risks  involved in upgrade to the  Company's  rigs;  competition;
operating  risks;  risk  involved  in  foreign   operations;   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, 1999 filed with the Securities and Exchange Commission.

ITEM 7. EXHIBITS

EXHIBIT 99.1   PRESS RELEASE DATED NOVEMBER 21, 2000

EXHIBIT 99.2   CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
               MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

EXHIBIT 99.3   ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR THE
               QUARTER ENDED SEPTEMBER 30, 2000

EXHIBIT 99.4   CONTRACT STATUS SUMMARY AT NOVEMER 21, 2000


<PAGE>





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:    21 November 2000



<PAGE>




                                  EXHIBIT INDEX

EXHIBIT NO.                      DESCRIPTION

99.1          Press Release dated November 21, 2000

99.2          Consolidated Statements of Operations for the Three Months ended
              September 30, 2000 and September 30, 1999

99.3          Analysis of Contract Revenues and Drilling Costs for the quarter
              ended September 30, 2000

99.4          Contract Status Summary at November 21, 2000



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