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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: November 22, 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 7.01 REGULATION FD DISCLOSURE


     In our Form 8-K filed on July 11,  2005,  we  advised  that at that time we
expected our diluted earnings per share for the quarter ended September 30, 2005
would be $.30 to $.40.  Our  estimate  assumed  that (i) the SEAHAWK  would earn
$50,000 per day in revenues for the quarter, (ii) the effective tax rate for the
quarter  would be 25% and (iii)  general  and  administrative  expenses  for the
quarter  would be $3.3  million.  Due to customer  related  delays,  the SEAHAWK
incurred  several days of reduced revenue days in September  waiting to relocate
to a new platform.  As a result,  the rig only earned an average per day revenue
during the quarter of $45,000,  or $450,000 less revenues than anticipated.  The
effective  tax rate for the quarter was also  higher  than  anticipated  at 33%.
Finally,  general and administrative expenses for the quarter were approximately
$1 million higher than anticipated at $4.3 million, primarily due to higher than
expected  professional  fees relating to  Sarbanes-Oxley  compliance and certain
personnel-related  costs.  We also  incurred  some higher than normal repair and
maintenance  costs on some of our drilling  rigs and  incurred an  unanticipated
approximately  $250,000  expense  relating to  relocating  the SEASCOUT to a new
stacking  location  prior  to its  being  sold in  October  2005.  Based  on the
foregoing,  we now expect  (subject  to the  completion  of our fiscal year 2005
audit) that diluted  earnings per share for the quarter ended September 30, 2005
to be between $.20 and $.25.  We expect to report  results for the quarter ended
September 30, 2005 and for fiscal year 2005 on December 2, 2005.

     Currently,  we have over 90% and 60% of our available  rig days  contracted
for fiscal years 2006 and 2007  respectively.  With all our eight drilling units
having  contractual  dayrate  commitments  that are the highest in their history
commencing at various  times during fiscal year 2006, we anticipate  significant
improvement in revenues, cash flows and earnings in fiscal year 2006 compared to
fiscal year 2005. We currently  believe that diluted  earnings per share for the
first quarter of fiscal year 2006 (including the gains realized from the sale of
the SEASCOUT and our spare 15,000  P.S.I.  BOP) should be $.80 to $.85.  We also
currently  believe diluted earnings per share for fiscal year 2006 should exceed
$5.00.


     The ATWOOD  FALCON is  currently  being  moved from  Japan to  Malaysia  to
commence a long-term contractual commitment with Shell. The rig should arrive in
Malaysia in early  December  2005.  The Shell  contract could extend through the
first  half of fiscal  year 2009,  with  dayrates  that  range  from  $93,000 to
$200,000.  The contract  provides for Shell to pay $24 million for the rig to be
upgraded  to drill in 5,000  feet of water  plus a $90,000  dayrate  during  the
upgrade period of approximately 2 1/2 months. This upgrade is scheduled to occur
in the fourth quarter of fiscal year 2006.


     The  ATWOOD  HUNTER is  currently  drilling  the first of two wells off the
coast of Egypt at a  dayrate  of  $125,000.  This  drilling  program  should  be
completed  at the end of March or early April  2006,  at which time the rig will
commence a two-year  contract for Woodside  Energy,  Ltd. at dayrates that range
from $240,000 to $245,000.


     The ATWOOD  EAGLE  should  complete  the  drilling of its current well at a
dayrate of  $89,000 in early  December  2005,  at which time it will  undergo an
estimated  ten  days  of  required  regulatory   inspections.   Following  these
inspections,  the rig will  return  to work  offshore  Australia  under  various
contractual  commitments with Woodside Energy,  Ltd. and BHP Billiton  Petroleum
that  could  extend  until  the  third or fourth  quarter  of  fiscal  year 2007
depending  on the  exercise of  available  option  wells.  Except for a one-well
commitment  remaining  at a dayrate  of  $89,000,  all wells  drilled by the rig
following  its  required  regulatory  inspections  will have a  dayrate  ranging
between $150,000 and $180,000.


     The ATWOOD SOUTHERN CROSS has completed its one-well  drilling  program off
the coast of Israel  and is  currently  being  moved to a  shipyard  in Malta to
undergo  a  planned  36 days of  equipment  upgrades  costing  approximately  $7
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million. At the conclusion of this shipyard work (estimated early January 2006),
the rig will  commence a  two-well  drilling  program  for AGIP at  dayrates  of
$70,000 and $73,000,  respectively.  Following  the  completion of the AGIP work
(estimated March/April 2006), the rig will be moved to the Black Sea to commence
a drilling  program for Melrose  Resources  which should  extend into the fourth
quarter of fiscal year 2006 at a dayrate of $125,000.


     The  ATWOOD  BEACON  continues  to work  offshore  Vietnam.  Following  the
completion of the drilling of its current well (with a dayrate of $62,400),  the
rig will drill three  additional  wells (with a dayrate of $77,000)  which could
extend  into the fourth  quarter of fiscal  year 2006.  Upon  completion  of its
current contract,  the rig will be moved to India for a 25-month contract,  with
dayrates that range from $113,000 to $133,600.

     The VICKSBURG has commenced its two firm well plus one option well drilling
commitment with Total offshore Myanmar at a dayrate of $92,000.  Upon completion
of this program (second quarter of fiscal year 2006), the rig will be moved back
to Malaysia to drill a program for Petrofac at dayrates  ranging from $82,000 to
$87,000 and then move to Cambodia to drill a program for Chevron at a dayrate of
$94,500.  These three  drilling  programs could extend into the third quarter of
fiscal year 2007.

     The SEAHAWK  continues to work for Shell at an operating dayrate of $50,000
offshore  Malaysia.  The Shell  drilling  program should extend into early March
2006, at which time the rig will be moved to a shipyard for  approximately 2 1/2
months to undergo an  approximate  $16 million  upgrade.  Following the shipyard
work,  the rig will be relocated to West Africa to commence a 730 day (plus four
six-month  options)  drilling  program for Amerada Hess at a dayrate of $68,430.
The rig could be off  dayrate  for  approximately  five  months for the  planned
shipyard work and relocation to West Africa.

     The  RICHMOND  continues  to drill in the Gulf of  Mexico  for  Helis.  The
drilling  of its current  well at a dayrate of $39,500  should be  completed  in
December  2005.  The rig will then drill four  additional  wells at a dayrate of
$45,000 which could extend to March/April 2006.

     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.


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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)



         DATE: November 22, 2005                 /s/ James M. Holland
                                                 James M. Holland
                                                 Senior Vice President


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