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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: March 11, 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  conference  call on January 27, 2005,  we advised that we were,  at
that time, comfortable with estimated diluted earnings per share for the quarter
ending March 31, 2005 of $.20.  This estimate was based upon the SEAHAWK  having
30 days of idle time  during the  quarter and the ATWOOD  FALCON  commencing  is
mobilization to Japan in February 2005. It is now expected that the SEAHAWK will
only have  approximately  15 days of idle time in the second  fiscal  quarter of
2005 with 30 days at zero rate in the third  quarter.  The  ATWOOD  FALCON  will
commence its approximate three week mobilization to Japan around mid-March 2005.
With the  SEAHAWK  having  less idle time in the second  quarter  and the ATWOOD
FALCON working in Malaysia until  mid-March 2005, we now feel  comfortable  with
estimated  diluted earnings per share for the second quarter of fiscal year 2005
of $.30.


ITEM 8.01 OTHER EVENTS

     On March 11, 2005, the Company  announced that the SEAHAWK has been awarded
an additional  contract by Sarawak Shell  Berhad/Sabah  Shell Petroleum  Company
Limited  ("Shell")  to drill two (2) to three (3) wells on one  platform and two
(2) wells on a second platform which is estimated to take six to eight months to
complete.  The contract  provides Shell with an option to drill up to six months
of additional work; however, the Company retains the right to not consent to any
additional  work with a well spud date after  February  15,  2006.  The contract
provides for a $50,000  operating  dayrate,  with a fee of $289,170 payable when
the rig was moved in March 2005 to its current dockside location in Malaysia and
a fee of $315,000 payable when the rig arrives at the first platform location in
May  2005.  The rig  will  be off  dayrate  for  approximately  45 days  between
completion  of the  prior  contract  with  Shell  and the  commencement  of this
additional  contract with Shell. In February/March  2006, the Company expects to
commence  preparing  the SEAHAWK for its contract  commitment  with Amerada Hess
Equatorial Guinea, Inc. off the coast of Equatorial Guinea.

     A copy of the press release  announcing the contract awarded to the SEAHAWK
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 March 11, 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.


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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: March 11, 2005



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                                  EXHIBIT INDEX


EXHIBIT NO.               DESCRIPTION


EX - 99.1        Press Release dated March 11, 2005



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                               EXHIBIT EX. - 99.1

                ATWOOD ANNOUNCES CONTRACT AWARDED TO THE SEAHAWK


Houston, Texas
11 March 2005

FOR IMMEDIATE RELEASE

     Atwood  Oceanics,  Inc.  (Houston  based  International  Offshore  Drilling
Contractor - NYSE ATW) announced that the SEAHAWK has been awarded an additional
contract by Sarawak Shell Berhad/Sabah Shell Petroleum Company Limited ("Shell")
to drill  two (2) to three  (3)  wells on one  platform  and two (2)  wells on a
second platform which is estimated to take six to eight months to complete.  The
contract  provides  Shell with an option to drill up to six months of additional
work;  however,  the Company  retains the right to not consent to any additional
work with a well spud date after February 15, 2006. The contract  provides for a
$50,000 operating dayrate, with a fee of $289,170 payable when the rig was moved
in March 2005 to its current dockside location in Malaysia and a fee of $315,000
payable when the rig arrives at the first platform location in May 2005. The rig
will be off dayrate for  approximately  45 days between  completion of the prior
contract with Shell and the commencement of this additional contract with Shell.
In  February/March  2006, the Company expects to commence  preparing the SEAHAWK
for its contract  commitment with Amerada Hess Equatorial  Guinea,  Inc. off the
coast of Equatorial Guinea.


     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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