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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: February 6, 2006



                              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 8.01         OTHER EVENTS

     Atwood Oceanics,  Inc. (collectively with its subsidiaries,  the "Company")
announced  today that its  wholly  owned  subsidiary,  Atwood  Oceanics  Pacific
Limited ("AOPL"),  has executed a letter of intent with Keppel AmFELS,  Inc. for
the construction of a mobile  self-elevating  LeTourneau  SUPER 116 Jack-up.  In
conjunction  therewith,  AOPL  has also  secured  an  option  to  purchase  from
LeTourneau,  Inc. a SUPER 116 KIT and  license  which will be  required  for the
construction of the new rig. At this time, AOPL retains the right to enhance the
"base"  SUPER 116  design to  possibly  the  "enhanced"  version  of SUPER  116.
Enhancements  which are under  consideration  include,  but are not  limited to,
increasing the cantilever capability,  quarters capacity, variable deck load and
mud  system  and  tanks  capacities.  If  constructed,  the new  rig  will be an
ultra-premium class jack-up, suited for operations throughout most of the world.

     The new rig would be constructed at the Keppel AmFELS yard in  Brownsville,
Texas,  and delivery is expected to occur no later than September 30, 2008. AOPL
estimates the total cost of construction (including  administrative and overhead
costs and  capitalized  interest) would be between $150 million to $160 million,
depending  upon  the  possible  enhancements,  and  subject  to  any  additional
modifications  which would be addressed via change  orders.  The new rig will be
financed from expected cash on hand balances and, if necessary,  through the use
of existing sources of credit.

     The  construction  of the new rig is  subject  to  execution  of  customary
definitive  agreements  with Keppel  AmFELS and  LeTourneau.  The new rig is not
presently  under  contract and upon  delivery,  becomes the ninth  Company-owned
mobile  offshore  drilling unit. A copy of the press release is attached to this
report as Exhibit 99.1.

     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 a 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, 2005, filed with the Securities and Exchange Commission.

ITEM 9.01         FINANCIAL STATEMENT AND EXHIBITS

(c)      99.1     Press Release dated February 6, 2006

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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 6, 2006

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                                  EXHIBIT 99.1

              ATWOOD OCEANICS ANNOUNCES ITS INTENTION TO CONSTRUCT
                    A NEWBUILD LETOURNEAU SUPER 116 JACK-UP

Houston, Texas
6 February 2006

FOR IMMEDIATE RELEASE

     Atwood  Oceanics,  Inc.  (Houston  based  International  Offshore  Drilling
Contractor - NYSE ATW) announced today that its wholly owned subsidiary,  Atwood
Oceanics Pacific Limited  ("AOPL"),  has executed a letter of intent with Keppel
AmFELS,  Inc. for the construction of a mobile  self-elevating  LeTourneau SUPER
116  Jack-up.  In  conjunction  therewith,  AOPL has also  secured  an option to
purchase  from  LeTourneau,  Inc.  a SUPER  116 KIT and  license  which  will be
required  for the  construction  of the new rig. At this time,  AOPL retains the
right to enhance the "base" SUPER 116 design to possibly the "enhanced"  version
of SUPER 116.  Enhancements which are under consideration  include,  but are not
limited to, increasing the cantilever  capability,  quarters capacity,  variable
deck load and mud system and tanks capacities. If constructed,  the new rig will
be an ultra-premium class jack-up,  suited for operations throughout most of the
world.

     The new rig would be constructed at the Keppel AmFELS yard in  Brownsville,
Texas,  and delivery is expected to occur no later than September 30, 2008. AOPL
estimates the total cost of construction (including  administrative and overhead
costs and  capitalized  interest) would be between $150 million to $160 million,
depending  upon  the  possible  enhancements,  and  subject  to  any  additional
modifications  which would be addressed via change  orders.  The new rig will be
financed from expected cash on hand balances and, if necessary,  through the use
of existing sources of credit.

     The  construction  of the new rig is  subject  to  execution  of  customary
definitive  agreements  with Keppel  AmFELS and  LeTourneau.  The new rig is not
presently  under contract and upon delivery,  becomes the ninth mobile  offshore
drilling unit owned by Atwood Oceanics, Inc. and its subsidiaries (collectively,
the "Company").

     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 a 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, 2005, filed with the Securities and Exchange Commission.

                                                     Contact:  Jim Holland
                                                            (281) 749-7804



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