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                             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: December 7, 2006


                              ATWOOD OCEANICS, INC.
             (Exact name of registrant as specified in its charter)

                                      TEXAS
         (State or other jurisdiction of incorporation or organization)


                         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 2.02         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On December 7, 2006, the Company announced its earnings for the Fiscal Year
2006 Fourth  Quarter  ended  September  30,  2006.  A copy of the press  release
summarizing  these  earnings is filed with this Form 8-K as Exhibit  99.1 and is
incorporated herein by reference.

     Additional   information   with  respect  to  the  Company's   consolidated
statements of operations for the three months and year ended  September 30, 2006
and 2005 and an analysis of revenues and contract  drilling  costs for the three
months  and year  ended  September  30,  2006 and 2005 are  attached  hereto  as
Exhibits 99.2 and 99.3, respectively, which are being furnished; however, should
not be deemed to be filed under Section 18 of the Exchange Act.


ITEM 7.01         REGULATION FD DISCLOSURE

     Additional information with respect to the Company's Fleet Status Report at
December 7, 2006 is attached hereto as Exhibit 99.4.  Such  information is being
furnished under Regulation FD and should not be deemed to be filed under Section
18 of the Exchange Act.

     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  including;  the Company's  dependence on the oil
and gas industry;  the risks involved the  construction  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 a war with Iraq;  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         EXHIBITS

EXHIBIT 99.1    PRESS RELEASE DATED DECEMBER 7, 2006

EXHIBIT 99.2    CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND
                YEAR ENDED SEPTEMBER 30, 2006 AND 2005

EXHIBIT 99.3    ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR
                THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2006

EXHIBIT 99.4    FLEET STATUS REPORT AT DECEMBER 7, 2006



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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:    December 7, 2006

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                                  EXHIBIT INDEX


EXHIBIT NO.              DESCRIPTION

99.1     Press Release dated December 7, 2006

99.2     Consolidated Statements of Operations for the Three Months and Year
         ended September 30, 2006 and 2005

99.3     Analysis of Revenues and Drilling Costs for the Three Months and Year
         ended September 30, 2006

99.4     Fleet Status Report at December 7, 2006


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