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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: MAY 8, 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 2.02         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On May 8, 2007, the Company announced its earnings for the Fiscal Year 2007
Second  Quarter  ended March 31, 2007. A copy of the press  release  summarizing
these  earnings is filed with this Form 8-K as Exhibit 99.1 and is  incorporated
herein by reference.

     Additional   information   with  respect  to  the  Company's   consolidated
statements  of  operations  for the three  months and six months ended March 31,
2007 and 2006, an analysis of revenues and contract drilling costs for the three
months and six months ended March 31, 2007 and 2006 and a fleet status report as
of  May  8,  2007  are  attached  hereto  as  Exhibits  99.2,   99.3,  and  99.4
respectively,  which are being  furnished;  however,  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 March 27, 2007 are  highlighted  in
yellow on the Company's website.


ITEM 7.01 REGULATION FD DISCLOSURE


     During the quarter ended March 31, 2007, the ATWOOD EAGLE incurred six zero
days, with the ATWOOD HUNTER and SEAHAWK incurring one zero rate day each. These
eight  zero  rate days  were due to  equipment  related  issues  and  negatively
impacted the operating results for the quarter by $.04.

     Our  contract  drilling  costs for the three and six months ended March 31,
2007  compared  to the same  periods in fiscal year 2006  increase  17% and 31%,
respectively.  Thus far,  during  fiscal year 2007 factors  impacting  operating
costs  increases,  are as follows:  (1) end of calendar year bonuses paid to rig
shorebase  personnel;  (2) general salary increases to all rig-based  personnel;
(3) start-up costs  associated with rigs  commencing  operations in new drilling
areas  (VICKSBURG  in Thailand),  (ATWOOD  BEACON in India) and (SEAHAWK in West
Africa);  costs  associated with  maintenance  during  shipyard  periods (ATWOOD
FALCON and ATWOOD BEACON);  higher than normal maintenance costs incurred on the
ATWOOD  HUNTER  during the fourteen zero rate days in December 2006 when the rig
was undergoing  required  regulatory  inspections and higher than normal payroll
costs  incurred  by the  ATWOOD  EAGLE  and  other  rigs due to extra  personnel
assigned to the rigs for development and training purposes. Operating costs will
vary for all rigs depending upon each rig's specific operating activities.

     During the last  quarter of fiscal  year 2007 and first half of fiscal year
2008,  some of our rigs are  expected to incur some zero rate days for  required
regulatory inspections and planned maintenance. The ATWOOD EAGLE could incur ten
to fourteen days of zero rate days during the first or second  quarter of fiscal
year 2008; while the ATWOOD HUNTER could incur five to ten zero rate days during
the fourth quarter of fiscal year 2007. The ATWOOD  SOUTHERN CROSS and VICKSBURG
could also incur five to ten zero rate days and ten to fourteen  zero rate days,
respectively,  during  the last  quarter of fiscal  year 2007.  During the first
quarter of fiscal year 2008,  the RICHMOND  could incur  fourteen to  twenty-one
zero  rate  days.  Our goal is to  maintain  our  fleet  and  plan our  downtime
maintenance period with a focus on minimizing downtime and achieving longer term
returns. In addition to our planned downtime, we would also expect to incur some
unplanned downtime for maintenance and repairs.  Historically,  approximately 1%
to 1 1/2% of zero rate downtime days has been experienced.


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     The ATWOOD SOUTHERN CROSS is currently working in the Black Sea for Melrose
Resources  ("MELROSE") at a current  dayrate of $125,000.  The Melrose  contract
currently  involves  the  drilling of two wells at a dayrate of $125,000 and one
well at a dayrate of $155,000  and  provides  Melrose  options to drill two more
wells at a  dayrate  of  $125,000.  There is a  possibility  that  Melrose  will
exercise its two options plus add one well but defer the drilling of these wells
until after the rig  completes the drilling of the first three wells of its next
contract  commitment with Turkiye  Petrolleria  A.O.  "("TPAO").  Should Melrose
defer the drilling of its option wells until after  drilling the three wells for
TPAO, the TPAO work at a dayrate of $290,000 could commence in June/July 2007.


     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.



ITEM 9.01         EXHIBITS

EXHIBIT 99.1   PRESS RELEASE DATED MAY 8, 2007

EXHIBIT 99.2   CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND
               SIX MONTHS ENDED MARCH 31, 2007 AND 2006

EXHIBIT 99.3   ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR
               THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2007

EXHIBIT 99.4   FLEET STATUS REPORT AS OF MAY 8, 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:    May 8, 2007







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                                  EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION

99.1     Press Release dated May 8, 2007

99.2     Consolidated Statements of Operations for the Three Months and Six
         Months ended March 31, 2007 and 2006

99.3     Analysis of Revenues and Drilling Costs for the Three Months and Six
         Months ended March 31, 2007

99.4     Fleet Status Report as of May 8, 2007





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