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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: FEBRUARY 1, 2007


                              ATWOOD OCEANICS, INC.
             (Exact name of registrant as specified in its charter)


                         COMMISSION FILE NUMBER 1-13167

                                      TEXAS
         (State or other jurisdiction of incorporation or organization)

        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

     The Company's Fleet Status Report at February 1, 2007 is attached hereto as
Exhibit 99.1. Such information is being furnished under Regulation FD and should
not be deemed to be filed under Section 18 of the Exchange Act. The Fleet Status
Report  has also been  posted on the  Company's  website  at  www.atwd.com.  All
changes from the  Company's  last Fleet Status Report dated January 23, 2007 are
highlighted in yellow on the Company's website.

     As noted in the attached Fleet Status Report,  operating  costs in December
2006 for most of our drilling units reflect some degree of  volatility.  Factors
impacting high operating costs during the first quarter of fiscal year 2007 were
end of calendar year bonuses paid to rig  shorebase  personnel;  start-up  costs
associated with rigs commencing  operations in new drilling areas  (VICKSBURG in
Thailand),  (ATWOOD  BEACON in India) and (SEAHAWK in West  Africa);  additional
costs  associated  with shipyard  periods  (ATWOOD FALCON and ATWOOD BEACON) and
higher than normal  maintenance  costs  incurred on the ATWOOD HUNTER during the
fourteen  zero  rate  days in  December  when  the rig was  undergoing  required
regulatory inspections.  At this time, there are no planned downtimes for any of
our rigs for the  remainder of fiscal year 2007.  The VICKSBURG and ATWOOD EAGLE
currently have planned required regulatory  inspections during the first quarter
of fiscal year 2008 that could be moved forward to the fourth  quarter of fiscal
year 2007 depending upon each rig's operating schedule. With no planned downtime
periods for the remainder of fiscal year 2007 (assuming the VICKSBURG and ATWOOD
EAGLE required  inspections  remain as of now scheduled for the first quarter of
fiscal year 2008),  there should be less  volatility in operating  costs for the
remainder of fiscal year 2007.

     The ATWOOD FALCON had an average operating cost during the first quarter of
fiscal year 2007 of $95,000 per day due to expensing  certain costs  incurred in
the shipyard upgrade period. With the expensing of these costs now complete,  we
expect ongoing  operating  costs for the ATWOOD FALCON to be between $45,000 and
$50,000.  The ATWOOD  SOUTHERN  CROSS is also  expected  to have  average  daily
operating  costs in the Black Sea between  $45,000 and $50,000.  Operating costs
for the ATWOOD  EAGLE and ATWOOD  HUNTER is  expected  to be around  $85,000 and
$55,000,  respectively.  Operating costs for our bottom supported drilling units
are  expected  to average  between  $30,000  and  $35,000 per day for the ATWOOD
BEACON and RICHMOND and $35,000 to $40,000 for the VICKSBURG, which is incurring
higher operating costs in Thailand than when it worked in Malaysia.  The SEAHAWK
is  expected  in incur  operating  costs  between  $60,000  and  $70,000 per day
(including amortization of certain deferred costs) while continuing to work in a
start-up enivornment  offshore Equatorial Guinea.  Operating costs will vary for
all rigs depending upon each rig's specific operating activities.  As shown from
the high costs  incurred  in the first  quarter of fiscal  year 2007,  the daily
operating cost estimates  above may increase when a rig is being  relocated to a
new drilling location,  when a rig is undergoing required  inspections or when a
rig is undergoing extraordinary maintenance or equipment replacement.

     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  including;  the Company's  dependence on the oil
and gas industry;  the risks involved the  construction  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 a war with Iraq;  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, 2006, filed with the Securities and Exchange Commission.

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ITEM 9.01         EXHIBITS

EXHIBIT 99.1    FLEET STATUS REPORT FEBRUARY 1, 2007




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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:    February 1, 2007


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                                  EXHIBIT INDEX


EXHIBIT NO.                          DESCRIPTION

99.1                        Fleet Status Report at February 1, 2007












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