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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: July 11, 2005


                              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 7.01 REGULATION FD DISCLOSURE

     In our conference  call on April 28, 2005, we advised that at that time, we
expected  that diluted  earnings per share for the quarter  ending June 30, 2005
would be $.40 to $.45. That estimate assumed that the SEAHAWK would have 30 days
at zero rate in that quarter. The SEAHAWK actually incurred 40 days of zero rate
in the  quarter  ended June 30,  2005,  and the  Company  incurred  higher  than
anticipated  operating costs relating  primarily to personnel taxes in Southeast
Asia and to higher  than  normal  repairs and  maintenance  costs.  Based on the
foregoing,  we now expect diluted  earnings per share for the quarter ended June
30, 2005 to be approximately $.35, with an effective tax rate for the quarter of
around 10%.

     The ATWOOD EAGLE  continues to work offshore  Australia  under its contract
with Woodside Energy,  Ltd. This contract currently involves the drilling of ten
(10)  wells with seven (7) wells  having a dayrate  of $89,000 or  $109,000  and
three (3) wells  having a dayrate of  $160,000 or  $180,000  depending  upon the
water  depth of the  wells  drilled.  We now  anticipate  that all of the  rig's
drilling  activities  during the fourth quarter of fiscal year 2005 will be at a
dayrate of $89,000;  however,  we  currently  expect that the rig will drill one
30-day  well  commencing  in late  October  2005 at a dayrate  of  approximately
$180,000,  which will be an all-time high dayrate for the rig.  Upon  completing
the drilling of the $180,000 per day well,  the rig will is expected to incur an
approximate 10 day idle period, at zero rate, to undergo routine  classification
surveys.  Boats will be provided by Woodside for the surveys.  After the surveys
are  completed,  the rig is expected to drill one to two wells for BHP  Billiton
Petroleum at a dayrate of approximately  $150,000,  with additional  commitments
that should keep the rig employed offshore Australia into fiscal year 2007.

     The ATWOOD FALCON  continues to work offshore Japan under its contract with
Japan Energy  Development  to drill two (2) wells at a dayrate of $88,300.  This
contract is expected to be completed  in October  2005,  at which time,  the rig
will be moved to Malaysia  and will receive a $1.9  million  demobilization  fee
plus the  provision of a tow vessel by the  operator.  The rig should  arrive in
Malaysia at the beginning of November 2005, at which time, the rig will commence
a drilling program for Sarawak Shell which includes drilling of six (6) wells at
a dayrate of $93,000  and one well at a dayrate of $53,000 to $83,300  depending
upon its  water  depth,  with  options  to drill six (6)  additional  wells at a
dayrate of $113,000,  which, if exercised,  will be an all-time high dayrate for
the rig.

     The  ATWOOD   SOUTHERN  CROSS  has  commenced  its   mobilization   to  the
Mediterranean  Sea which is expected to take until the middle of September  2005
to complete.  The rig will drill one well at a dayrate of $60,000 for each of BG
International Limited and Isramco,  which should take until mid-December 2005 to
complete.  At the  completion of this work,  the rig will be moved to a shipyard
for approximately 40 days for required inspections,  Italian  certifications and
equipment  upgrades  prior to drilling  two (2) firm wells,  one at a dayrate of
$70,000  and the  other at a dayrate  of  $73,000  for ENI SpA AGIP  Exploration
Production  ("AGIP").  AGIP has an option  for an  additional  one (1) well at a
dayrate of $89,000,  which, if exercised,  will be an all-time high rate for the
rig.  If all three  wells are  drilled,  it could  take until  May/June  2006 to
complete the AGIP work.

     The ATWOOD  HUNTER  continues to work under its contract  with Burullus Gas
Co. offshore Egypt.  This contract  provides for a dayrate of $62,400 and is now
expected  to extend  through the end of  December  2005.  The rig is expected to
commence drilling under a new contract with Burullus in early calendar year 2006
which involves drilling two (2) wells at a dayrate of $125,000, which will be an
all-time high dayrate for the rig.

     The  RICHMOND  is  currently  at a dockside  location  undergoing  required
routine  classification  surveys,  which should take  approximately  ten days to
complete. Upon completion of these inspections,  the rig will return to work for

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Helis Oil & Gas  Company to drill two wells at $39,500,  with Helis  expected to
exercise its options for the rig to drill four additional  wells at a dayrate of
$45,000,  which  will be an  all-time  high for the  rig.  The  drilling  of the
anticipated six wells should keep the rig employed until April 2006.

     With the ATWOOD  EAGLE's  dayrate  for all of the fourth  quarter of fiscal
year 2005 now expected to be $89,000,  the ATWOOD  FALCON's  relocation  back to
Malaysia now expected to occur in October 2005 and the  completion of the ATWOOD
SOUTHERN  CROSS's  relocation to the Eastern  Mediterranean  now not expected to
occur until  mid-September  2005, we currently believe that diluted earnings per
share for the fourth  quarter of fiscal year 2005 should be $.30 to $.40 and for
the fiscal year 2005 $1.50 to $1.60,  compared to diluted  earnings per share of
$.24 for the fourth quarter of fiscal year 2004 and $.54 for fiscal year 2004.

     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  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, 2004, filed with the Securities and Exchange Commission.


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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)



    DATE: July 11, 2005                      /s/ James M. Holland
                                             James M. Holland
                                             Senior Vice President


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