SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

ENERGY PARTNERS, LTD.
(Name of Subject Company (Issuer))

ATS INC.
an indirect wholly owned subsidiary of

WOODSIDE PETROLEUM LTD.
(Names of Filing Persons (Offeror))

Common Stock, $0.01 par value per share (Title of Class of Securities)		29270U105 (CUSIP Number of Class of Securities)

Jeff Soine
ATS Inc.
71683 Riverside Avenue
Covington, Louisiana 70433
Telephone: (985) 249-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Lou R. Kling, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000

CALCULATION OF FILING FEE

	Transaction Valuation			Amount of Filing Fee
	Not applicable*			Not applicable*

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		Not applicable.		Filing party:		Not applicable.
Form or Registration No.:		Not applicable.		Date Filed:		Not applicable.

þ

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		Third-party tender offer subject to Rule 14d-1.
o		Issuer tender offer subject to Rule 13e-4.
o		Going-private transaction subject to Rule 13e-3.
o		Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

 

EXHIBIT INDEX

Exhibit No.
99.1		Australian Stock Exchange Announcement, dated August 28, 2006