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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 23, 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 March 23,  2005,  the Company  announced  that  through its wholly owned
subsidiary Atwood Oceanics Pacific Limited the ATWOOD FALCON has been awarded an
additional  contract by Sarawak  Shell Berhad  ("Shell") to drill seven (7) firm
wells with options for six (6) additional  wells off the coast of Malaysia.  The
rig is  currently  mobilizing  to Japan to drill two (2) wells for Japan  Energy
Development Co., Ltd. Immediately upon completion of the Japan Energy commitment
(estimated  August/September  2005),  the rig will  mobilize back to Malaysia to
commence the additional work for Shell, which is estimated to take approximately
nine  months to drill the seven firm  wells and could  extend  another  seven to
eight  months if all option  wells are  drilled.  The  contract  provides  for a
dayrate  for the first well  drilled of  $53,000 to $83,300  depending  upon the
water  depth of the well.  This is a carryover  of an exercise of one  remaining
option under the previous Shell contract.  For the remaining six firm wells, the
dayrate  will be  $93,000.  All  option  wells  drilled  will have a dayrate  of
$113,000.

     A copy of the press release  announcing the contract  awarded to the ATWOOD
FALCON 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 23, 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 23, 2005



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                                  EXHIBIT INDEX


EXHIBIT NO.               DESCRIPTION


EX - 99.1          Press Release dated March 23, 2005



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                               EXHIBIT EX. - 99.1

             ATWOOD ANNOUNCES CONTRACT AWARDED TO THE ATWOOD FALCON


Houston, Texas
23 March 2005

FOR IMMEDIATE RELEASE

     Atwood  Oceanics,  Inc.  (Houston  based  International  Offshore  Drilling
Contractor - NYSE ATW) announced that through its wholly owned subsidiary Atwood
Oceanics  Pacific  Limited  the  ATWOOD  FALCON has been  awarded an  additional
contract by Sarawak  Shell  Berhad  ("Shell") to drill seven (7) firm wells with
options  for six (6)  additional  wells  off the coast of  Malaysia.  The rig is
currently  mobilizing  to  Japan  to  drill  two  (2)  wells  for  Japan  Energy
Development Co., Ltd. Immediately upon completion of the Japan Energy commitment
(estimated  August/September  2005),  the rig will  mobilize back to Malaysia to
commence the additional work for Shell, which is estimated to take approximately
nine  months to drill the seven firm  wells and could  extend  another  seven to
eight  months if all option  wells are  drilled.  The  contract  provides  for a
dayrate  for the first well  drilled of  $53,000 to $83,300  depending  upon the
water  depth of the well.  This is a carryover  of an exercise of one  remaining
option under the previous Shell contract.  For the remaining six firm wells, the
dayrate  will be  $93,000.  All  option  wells  drilled  will have a dayrate  of
$113,000.




     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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