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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 26, 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  26, 2005,  the Company  announced  that the ATWOOD FALCON and
VICKSBURG,  both  owned and  operated  by its  wholly  owned  subsidiary  Atwood
Oceanics  Pacific  Limited,  have been  awarded a contract  extension  and a new
contract, respectively. The ATWOOD FALCON `s current thirteen (13) well contract
with Sarawak Shell  ("Shell") has been extended  effective July 11, 2007 for two
years.  This  contract  extension  provides  for the rig's water depth  drilling
capabilities  to be  increased  from 3,700 feet to 5,000 feet.  This water depth
upgrade, to be paid for by Shell, is expected to cost $24 million and is planned
in July 2006 at a shipyard in Malaysia or elsewhere in Southeast  Asia, with the
upgrade  estimated to take 85 days to complete  including  rig moving time.  The
contract extension provides for Shell to pay $12 million at the beginning of the
upgrade  period and $12 million  upon  completion  of the upgrade plus a dayrate
during the 85-day  upgrade  period of $90,200.  The new  extended  contract  now
provides  for the  drilling  of one (1) well at a dayrate  of $53,000 to $83,000
depending upon its water depth,  six (6) wells at a dayrate of $93,000,  six (6)
wells at a dayrate of $113,000  and,  effective  July 11, 2007  through July 10,
2009,  for wells  drilled  in water  depths  less than  3,700 feet a day rate of
$160,000  will apply and for wells  drilled in water  depths  greater than 3,700
feet a dayrate of $200,000 will apply.  The higher dayrates will commence at the
end of the existing  thirteen (13) wells  drilling  commitment or July 11, 2007,
whichever occurs first.

     The VICKSBURG has been awarded a new contract by Chevron Overseas Petroleum
(Cambodia) Limited to drill eight (8) months offshore Cambodia  immediately upon
the rig completing its drilling  commitment  with Petrofac  Malaysia  (estimated
September/October 2006). This contract provides for a dayrate of $94,500.

     The ATWOOD SOUTHERN CROSS has completed its relocation to the Mediterranean
Sea and has commenced drilling one well for Isramco at a dayrate of $60,000.  At
the  completion  of  this  work,  the  rig  will  be  moved  to a  shipyard  for
approximately  50 days  for  required  inspections,  Italian  certification  and
equipment  upgrades  prior to drilling  two (2) wells at dayrates of $70,000 and
$73,000 for AGIP. Following the completion of the AGIP drilling program, the rig
will be moved to the Black Sea to  commence a drilling  program for Melrose at a
dayrate of $125,000.

     The  Company's  only rig in the Gulf of Mexico,  the  RICHMOND,  was safely
evacuated in advance of Hurricane Rita. An initial visual  inspection of the rig
following the storm showed no signs of any major damage. A further inspection is
to be undertaken.

     A copy of the press release announcing a contract extensions for the ATWOOD
FALCON,  an award of a new contract for the  VICKSBURG,  the  completion  of the
mobilization of the ATWOOD SOUTHERN CROSS and a report on the RICHMOND following
Hurricane  Rita 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 26, 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

                                      -2-


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.


                                      -3-




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 26, 2005



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                                  EXHIBIT INDEX


EXHIBIT NO.                   DESCRIPTION


EX - 99.1            Press Release dated September 26, 2005




                                      -5-



                                                             EXHIBIT EX. - 99.1

           ATWOOD OCEANICS ANNOUNCES ATWOOD FALCON CONTRACT EXTENSION,
        VICKSBURG CONTRACT, ATWOOD SOUTHERN CROSS COMMENCES DRILLING IN
           MEDITERRANEAN SEA AND RICHMOND REPORT AFTER HURRICANE RITA

Houston, Texas
26 September 2005

FOR IMMEDIATE RELEASE

     Atwood  Oceanics,  Inc. (a Houston based  International  Offshore  Drilling
Contractor - NYSE ATW)  announced  today that the ATWOOD  FALCON and  VICKSBURG,
both owned and operated by its wholly owned  subsidiary  Atwood Oceanics Pacific
Limited,   have  been  awarded  a  contract   extension   and  a  new  contract,
respectively.  The ATWOOD  FALCON `s current  thirteen  (13) well  contract with
Sarawak Shell ("Shell") has been extended effective July 11, 2007 for two years.
This contract extension provides for the rig's water depth drilling capabilities
to be increased from 3,700 feet to 5,000 feet.  This water depth upgrade,  to be
paid for by Shell,  is  expected to cost $24 million and is planned in July 2006
at a shipyard in Malaysia  or  elsewhere  in  Southeast  Asia,  with the upgrade
estimated to take 85 days to complete  including  rig moving time.  The contract
extension  provides for Shell to pay $12 million at the beginning of the upgrade
period and $12 million upon  completion of the upgrade plus a dayrate during the
85-day upgrade period of $90,200. The new extended contract now provides for the
drilling of one (1) well at a dayrate of $53,000 to $83,000  depending  upon its
water depth,  six (6) wells at a dayrate of $93,000,  six (6) wells at a dayrate
of $113,000  and,  effective  July 11, 2007  through  July 10,  2009,  for wells
drilled in water  depths less than 3,700 feet a day rate of $160,000  will apply
and for wells  drilled  in water  depths  greater  than  3,700 feet a dayrate of
$200,000  will  apply.  The  higher  dayrates  will  commence  at the end of the
existing  thirteen (13) wells  drilling  commitment or July 11, 2007,  whichever
occurs first.

     The VICKSBURG has been awarded a new contract by Chevron Overseas Petroleum
(Cambodia) Limited to drill eight (8) months offshore Cambodia  immediately upon
the rig completing its drilling  commitment  with Petrofac  Malaysia  (estimated
September/October 2006). This contract provides for a dayrate of $94,500.

     The ATWOOD SOUTHERN CROSS has completed its relocation to the Mediterranean
Sea and has commenced drilling one well for Isramco at a dayrate of $60,000.  At
the  completion  of  this  work,  the  rig  will  be  moved  to a  shipyard  for
approximately  50 days  for  required  inspections,  Italian  certification  and
equipment  upgrades  prior to drilling  two (2) wells at dayrates of $70,000 and
$73,000 for AGIP. Following the completion of the AGIP drilling program, the rig
will be moved to the Black Sea to  commence a drilling  program for Melrose at a
dayrate of $125,000.

     The  Company's  only rig in the Gulf of Mexico,  the  RICHMOND,  was safely
evacuated in advance of Hurricane Rita. An initial visual  inspection of the rig
following the storm showed no signs of any major damage. A further inspection is
to be undertaken.




     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

                                      -6-


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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