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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                DATE OF EARLIEST EVENT REPORTED: October 5, 2005


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



                         COMMISSION FILE NUMBER 1-13167


        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))

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ITEM 8.01 OTHER EVENTS


     On October 6,  2005,  the  Company  announced  that on October 5, 2005,  it
closed the sale of the SEASCOUT,  previously  announced on August 31, 2005, to a
Norwegian  company  for $10 million  (net after  certain  expenses),  which will
result in a gain of  approximately  $1 million ($.06 per diluted share after tax
effect). The SEASCOUT has been cold-stacked since its purchase in 2000.


     A copy of the  press  release  announcing  the  closing  of the sale of the
SEASCOUT is filed with the Form 8-K as Exhibit 99.1 and is  incorporated  herein
by reference.


     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  the  construction  and  repair  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 war; 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, 2004, filed with the Securities and Exchange Commission.



ITEM 9.01 EXHIBITS

EXHIBIT NO.

EX-99.1  Press Release dated October 6, 2005




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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: October 6, 2005




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                                  EXHIBIT INDEX


                            EXHIBIT NO. DESCRIPTION



EX - 99.1         Press Release dated October 6, 2005





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                                                              EXHIBIT EX. - 99.1


            ATWOOD OCEANICS ANNOUNCES CLOSING OF THE SALE OF SEASCOUT


Houston, Texas
6 October 2005


FOR IMMEDIATE RELEASE


     Atwood  Oceanics,  Inc. (a Houston based  International  Offshore  Drilling
Contractor  - NYSE ATW)  announced  today  that on October 5, 2005 it closed the
sale of the  SEASCOUT,  previously  announced on August 31, 2005, to a Norwegian
company for $10 million  (net after  certain  expenses),  which will result in a
gain of approximately $1 million ($.06 per diluted share after tax effect).  The
SEASCOUT has been cold-stacked since its purchase in 2000.

     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  the  construction  and  repair  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 war; 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, 2004, filed with the Securities and Exchange Commission.


                                                          Contact:  Jim Holland
                                                                 (281) 749-7804
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