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                                  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: September 12, 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

                                  ------------

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 September 12, 2005, the Company announced that the VICKSBURG,  owned and
operated by its wholly owned subsidiary  Atwood Oceanics  Pacific  Limited,  has
been awarded a contract by Petrofac  (Malaysia - PM 304),  Ltd.,  ("PETROFAC) to
drill four (4) firm wells with options to drill three (3)  additional  wells off
the coast of Malaysia.  The  contract  provides for a dayrate of $82,000 for the
four (4) firm wells and $87,000 for any option wells drilled. This contract will
commence  immediately upon the rig, being demobilized back to Malaysia following
the  completion of the drilling  program for Total  Exploration  and  Production
Myanmar  (estimated  March/April  2006).  If all seven  wells are  drilled,  the
Petrofac commitment could extend 150 to 200 days.

     The ATWOOD  BEACON is  currently  drilling  the third of now a six (6) firm
well  program  offshore  Vietnam  for  Hoang  Long and  Hoan Vu Joint  Operating
Companies  ("Hoang  Long")  after  Hoang Long  exercised  its two (2)  remaining
options.  This  drilling  program  is  expected  to  extend  to  May/June  2006.
Immediately  upon the rig  completing its current  contract in Vietnam,  the rig
will commence its  mobilization  to India to commence a  twenty-five  (25) month
drilling  program  for Gujarat  State  Petroleum  Corporation  Ltd. at a dayrate
ranging from $113,000 to $133,500.

     Due to a change in strategic objectives, BG International has given notice,
in accordance  with the contract,  of early  termination of the contract for the
ATWOOD  SOUTHERN  CROSS to drill one well in the  Mediterranean  Sea.  We do not
expect to incur any significant financial impact from this contract termination.
The rig has completed its mobilization to the Mediterranean Sea and is currently
preparing  to commence  drilling  one well for Isramco in mid to late  September
2005 at a dayrate of $60,000.  Upon completion of the Isramco  drilling  program
(estimated November 2005), the rig will be moved to a shipyard for approximately
40 days for required inspections, Italian certification and equipment upgrade to
drill two firm wells for EniSpA AGIP Exploration & Production  Division ("AGIP")
offshore Italy.  This contract provides for a dayrate of $70,000 and $73,000 for
the two-firm  wells.  Upon  completion of the AGIP drilling  program  (estimated
April to May 2006),  the rig will immediately  commence its drilling  commitment
with Melrose  Resources.  This  contract  provides  for an operating  dayrate of
$125,000 and could extend for six (6) months.

     A copy of the press release announcing the VICKSBURG contract,  exercise of
ATWOOD BEACON  options and early  termination of a one (1) well contract for the
ATWOOD  SOUTHERN  CROSS is  filed  with  the  Form  8-K as  Exhibit  99.1 and is
incorporated herein by reference.

ITEM 9.01 EXHIBITS

EXHIBIT NO.

EX-99.1  Press Release dated September 12, 2005

     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.

                                      -2-




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: September 12, 2005



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                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION


EX - 99.1         Press Release dated September 12, 2005




                                      -4-



                                                            EXHIBIT EX. - 99.1
               ATWOOD OCEANICS ANNOUNCES THE VICKSBURG CONTRACT,
                     EXERCISE OF ATWOOD BEACON OPTIONS AND
                  EARLY TERMINATION OF A ONE (1) WELL CONTRACT
                         FOR THE ATWOOD SOUTHERN CROSS

Houston, Texas
12 September 2005

FOR IMMEDIATE RELEASE

     On September 12, 2005, the Company announced that the VICKSBURG,  owned and
operated by its wholly owned subsidiary  Atwood Oceanics  Pacific  Limited,  has
been awarded a contract by Petrofac  (Malaysia - PM 304),  Ltd.,  ("PETROFAC) to
drill four (4) firm wells with options to drill three (3)  additional  wells off
the coast of Malaysia.  The  contract  provides for a dayrate of $82,000 for the
four (4) firm wells and $87,000 for any option wells drilled. This contract will
commence  immediately upon the rig, being demobilized back to Malaysia following
the  completion of the drilling  program for Total  Exploration  and  Production
Myanmar  (estimated  March/April  2006).  If all seven  wells are  drilled,  the
Petrofac commitment could extend 150 to 200 days.

     The ATWOOD  BEACON is  currently  drilling  the third of now a six (6) firm
well  program  offshore  Vietnam  for  Hoang  Long and  Hoan Vu Joint  Operating
Companies  ("Hoang  Long")  after  Hoang Long  exercised  its two (2)  remaining
options.  This  drilling  program  is  expected  to  extend  to  May/June  2006.
Immediately  upon the rig  completing its current  contract in Vietnam,  the rig
will commence its  mobilization  to India to commence a  twenty-five  (25) month
drilling  program  for Gujarat  State  Petroleum  Corporation  Ltd. at a dayrate
ranging from $113,000 to $133,500.

     Due to a change in strategic objectives, BG International has given notice,
in accordance  with the contract,  of early  termination of the contract for the
ATWOOD  SOUTHERN  CROSS to drill one well in the  Mediterranean  Sea.  We do not
expect to incur any significant financial impact from this contract termination.
The rig has completed its mobilization to the Mediterranean Sea and is currently
preparing  to commence  drilling  one well for Isramco in mid to late  September
2005 at a dayrate of $60,000.  Upon completion of the Isramco  drilling  program
(estimated November 2005), the rig will be moved to a shipyard for approximately
40 days for required inspections, Italian certification and equipment upgrade to
drill two firm wells for EniSpA AGIP Exploration & Production  Division ("AGIP")
offshore Italy.  This contract provides for a dayrate of $70,000 and $73,000 for
the two-firm  wells.  Upon  completion of the AGIP drilling  program  (estimated
April to May 2006),  the rig will immediately  commence its drilling  commitment
with Melrose  Resources.  This  contract  provides  for an operating  dayrate of
$125,000 and could extend for six (6) months.


     Statements  contained  in this  release  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;  risks involved in foreign  operations;  risks associated with
possible   disruptions  in  operations  due  to  terrorism;   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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