UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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: May 23, 2006



                              ATWOOD OCEANICS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                      Texas
                 (State or Other Jurisdiction of Incorporation)

                         COMMISSION FILE NUMBER 1-13167


                   IRS Employer Identification No. 74-1611874

                           15835 Park Ten Place Drive
                              Houston, Texas, 77084
                    (Address of Principal Executive Offices)

                                 (281) 749-7800
                         (Registrant's Telephone Number,
                              Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)
                                  ------------

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 3.01   NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
            LISTING RULE OR STANDARD; TRANSFER OF LISTING

On  May  22,  2006,  Atwood  Oceanics,  Inc.  ("we",  "us",  "our",  or the
"Company")  received  notice  from  the New  York  Stock  Exchange  ("NYSE")  of
potential  noncompliance  with Sections  303A.02(a) and 303A.03 of the Corporate
Governance  Standards set forth in the NYSE's  Listed  Company  Manual.  We have
discussed  the  notice  with the  NYSE  and  believe  that we are  currently  in
compliance with Sections 303A.02(a) and 303A.03,  but have agreed to clarify and
reconfirm certain information by filing this current report on Form 8-K.

Our Board of Directors has determined that our President, John R. Irwin, is
not an  independent  director.  Our  independent  directors are Deborah A. Beck,
Robert W. Burgess, George S. Dotson, Hans Helmerich, and William J. Morrissey.

We have a specific process for  communications  between  interested parties
and either the Board of  Directors as a whole or the  non-management  members of
the Board of Directors.  The interested party may submit such  communications in
care of our  Secretary,  James M. Holland,  at the address of our  headquarters,
which is 15835 Park Ten Place  Drive,  Suite 200,  Houston,  Texas  77084.  Each
written  communication  intended  for the Board of  Directors  as a whole or the
non-management  members of the Board of Directors and received by the Secretary,
will be promptly forwarded to the specified party.

The interested party may alternatively  submit such communications  through
the  MySafeWorkplace  system.  The  MySafeWorkplace  system can be contacted via
telephone at 1-800-461-9330 or on the internet at  www.MySafeWorkplace.com.  The
interested  party  should  click on the  "Incident  Type" button and then select
"Communicate with non-employee directors".

The  communication  process  is  also  further  detailed  on  our  website,
www.atwd.com, along with other of our corporate governance guidelines.

Statements  contained  in this  release  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 upgrade to the  Company's  rigs;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible   disruptions  in  operations  due  to  terrorism;   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.


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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 23, 2006


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