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: March 2, 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

                                  ------------

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 8.01         OTHER EVENTS

     On March 2, 2006, Atwood Oceanics,  Inc. (the "Company") announced that its
Board of Directors had approved a two-for-one stock split of its common stock to
be effected in the form of a 100% stock  dividend  payable April 7, 2006, on all
shares of common  stock  outstanding  as of the close of  business  on March 24,
2006.  At the Company's  annual  shareholders  meeting on February 9, 2006,  the
shareholders of the Company approved  increasing the authorized number of shares
of common  stock of the Company  from  20,000,000  shares to  50,000,000  shares
thereby  facilitating  the  ability of the Board of  Directors  to  implement  a
two-for-one stock split in the form of a 100% stock dividend.

     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


(d)      99.1     Press Release dated March 2, 2006




                                       -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)

                                     /s/ James M. Holland
                                     James M. Holland
                                     Senior Vice President

                                     DATE: March 2, 2006







                                      -3-



                                  EXHIBIT 99.1

               ATWOOD OCEANICS ANNOUNCES A TWO-FOR-ONE STOCK SPLIT

Houston, Texas
2 March 2006

FOR IMMEDIATE RELEASE


     Atwood Oceanics,  Inc. (NYSE: ATW), Houston - Based International  Drilling
Contractor,  (the  "Company")  today  announced  that its Board of Directors had
approved a  two-for-one  stock  split of its common  stock to be effected in the
form of a 100% stock  dividend  payable  April 7, 2006,  on all shares of common
stock  outstanding  as of the  close of  business  on  March  24,  2006.  At the
Company's annual  shareholders  meeting on February 9, 2006, the shareholders of
the Company approved  increasing the number of authorized shares of common stock
of the Company from 20,000,000 shares to 50,000,000 shares thereby  facilitating
the ability of the Board of Directors to implement a two-for-one  stock split in
the form of a 100% stock dividend.


     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



                                      -4-