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: August 3, 2006


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

                                      Texas
                 (State or other jurisdiction of incorporation)


                         COMMISSION FILE NUMBER 1-13167


                   IRS Employer Identification No. 74-1611874



                           15835 Park Ten Place Drive
                              Houston, Texas, 77084
                    (Address of principal executive offices)

                                 (281) 749-7800
                         (Registrant's telephone number,
                              including area code)

                                      N/A
          (Former name or former address, if changed since last report)
                                  ------------

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))

                                      -1-



ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The filing of Form 8-K on July 28,  2006,  announcing  our earnings for the
third  quarter  of fiscal  year  2006 of $0.89  and $0.87 per basic and  diluted
share,  respectively,  is hereby amended due to foreign communications  received
that a foreign tax  authority had approved  acceptance of certain  amended prior
year tax returns.  The  acceptance of these amended tax returns  resulted in the
recognition  of a $4.6  million tax benefit in the third  quarter of fiscal year
2006, which increased basic and diluted earnings per share for the quarter ended
June 30, 2006 by $0.17 and for the nine months  ended June 30, 2006 by $0.17 and
$0.16, respectively.  This change increased basic and diluted earnings per share
for the  third  quarter  of fiscal  year 2006 from $.89 and $.87 (as  previously
reported) to $1.06 and $1.04,  respectively,  and for the nine months ended June
30,  2006 from  $1.87 and $1.84 (as  previously  reported)  to $2.04 and  $2.00,
respectively.


ITEM 7.01 REGULATION FD DISCLOSURE

     A change  has been made to our  "Fleet  Status  Report"  on our  website to
reflect an  amendment  to the  drilling  contracts  of Toreador  Turkey  Limited
("Toreador") and Melrose Resources  ("Melrose").  The ATWOOD SOUTHERN CROSS will
now drill at least two of its  three-well  commitment  for Toreador ahead of the
Melrose drilling program of three firm wells plus two option wells. Toreador can
elect to drill its last well  commitment  after the  completion  of the  Melrose
drilling program, and if so drilled,  the dayrate will be $135,000.  The SEAHAWK
has completed its mobilization to Equatorial Guinea and has commenced operations
under its contract with Amerada Hess Equatorial Guinea, Inc.

     As a result of the  recognition  of the $4.6 million  deferred tax benefit,
our  effective  tax rate for fiscal year 2006 is now  expected to be 4% to 6%, a
decline from the estimated  effective tax rate of 10% to 12% previously reported
in our "Fleet Status  Report".  The effective tax rate for the fourth quarter of
fiscal year 2006 is expected to be 11% to 13%.

     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:  our  dependence  on the oil and gas
industry;  the risks involved in upgrade,  repair and  construction of our rigs;
competition;  operating  risks;  risks  involved  in foreign  operations;  risks
associated  with  possible  disruptions  in operations  due to terrorism;  risks
associated with a possible disruption in operations due to the war with Iraq and
governmental  regulations and environmental  matters.  A list of additional risk
factors  can be found  in our  annual  report  on Form  10-K for the year  ended
September 30, 2005, filed with the Securities and Exchange Commission.





                                      -2-




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)



         DATE: August 8, 2006                  /s/ James M. Holland
                                               James M. Holland
                                               Senior Vice President



                                      -3-