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: February 9, 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

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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 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  February  9,  2006,  at  the  annual  meeting  of   shareholders,   the
shareholders of Atwood  Oceanics,  Inc. (the "Company")  approved a proposal for
the  adoption of the Amended  and  Restated  Atwood  Oceanics,  Inc.  2001 Stock
Incentive  Plan (the  "Amended  Plan").  The  principal  purpose in adopting the
Amended Plan was to change the form of stock incentive  automatically granted to
non-employee directors under the Atwood Oceanics, Inc. 2001 Stock Incentive Plan
(the "Original Plan") and to conform the language accordingly. Under the Amended
Plan,  non-employee  directors will  automatically  be granted  restricted stock
awards of Common Stock valued at $40,000 once per fiscal year.  The Amended Plan
eliminates the automatic grant of 2,000 stock options to non-employee  directors
once per fiscal year  provided for under the Original  Plan.  Additionally,  the
Amended Plan reflects  changes in law and the existence of the Company's  Rights
Plan,  entered into  subsequent  to the adoption of the Original  Plan. No other
substantive  changes were made to Original Plan by adoption of the Amended Plan.
The  foregoing is a summary of the Amended Plan which is qualified in its entity
by  reference  to the  Amended  Plan.  See  Exhibit  10.1 for a full copy of the
Amended Plan. The shares of Common Stock  underlying the securities to be issued
under the Amended Plan are registered on Form S-8, File No. 333-87786.

ITEM 9.01         FINANCIAL STATEMENT AND EXHIBITS

     (d) 10.1 Amended and Restated  Atwood  Oceanics,  Inc. 2001 Stock Incentive
Plan  (incorporated by reference to Appendix D of our definitive proxy statement
on Form DEF14A filed January 13, 2006).

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: February 15, 2006


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