SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549

                                    Form 10-K

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005

                         COMMISSION FILE NUMBER 1-13167

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


                                      TEXAS
                         (State or other jurisdiction of
                         incorporation or organization)

                           15835 Park Ten Place Drive
                                 Houston, Texas
                    (Address of principal executive offices)

                                   74-1611874
                      (I.R.S. Employer Identification No.)

                                      77084
                                   (Zip Code)

               Registrant's telephone number, including area code:
                                  281-749-7800

                        Securities registered pursuant to
                            Section 12(b) of the Act:
                           Common Stock, $1 par value
                         Preferred Stock Purchase Rights
                              (Title of each Class)

                             New York Stock Exchange
                             New York Stock Exchange
                   (Name of each exchange on which registered)

                        Securities registered pursuant to
                            Section 12(g) of the Act:
                                      NONE

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filings requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation in S-K  (ss.229.405 of this chapter) is not contained  herein,
and  will  not be  contained,  to the  best of the  registrant's  knowledge,  in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K [ ].

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2 of the Act). Yes [X] No [ ]

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates  computed by reference to the price at which our Common Stock,
$1 par value was last sold,  or the  average  bid and asked price of such Common
Stock, as of March 31, 2005 was $880,954,733.

     The number of shares outstanding of the registrant's class of Common Stock,
$1 par value, as of December 12, 2005: 15,352,301.

DOCUMENTS INCORPORATED BY REFERENCE

     (1) Annual Report to  Shareholders  for the fiscal year ended September 30,
2005 - Referenced in Parts I, II and IV of this report.

     (2) Proxy  Statement for Annual Meeting of Shareholders to be held February
9, 2006 - Referenced in Part III of this report.

<PAGE>



PART I

ITEM  1. BUSINESS

     Atwood  Oceanics,  Inc. (which together with its subsidiaries is identified
as the  "Company,"  "we" or "our,"  unless the context  requires  otherwise)  is
engaged in the international offshore drilling and completion of exploratory and
developmental  oil and gas wells and related support,  management and consulting
services. We are headquartered in Houston, Texas, USA. We were organized in 1968
and commenced operations in 1970.

     During  our 38 year  history,  the  majority  of our  drilling  units  have
operated outside of U.S. waters,  and we have conducted  drilling  operations in
most of the major offshore exploration areas of the world. Our current worldwide
operations includes eight premium offshore mobile drilling units located in four
regions  of the  world  -  offshore  Southeast  Asia,  offshore  Australia,  the
Mediterranean Sea and the U.S. Gulf of Mexico.  Approximately  93%, 94%, and 94%
of our contract  revenues  were derived from foreign  operations in fiscal years
2005, 2004 and 2003, respectively. The submersible RICHMOND is our only drilling
unit  currently  working in U.S.  waters.  We support  our  operations  from our
Houston  headquarters  and  offices  currently  located in  Vietnam,  Australia,
Malaysia, Egypt, Indonesia,  Singapore and the United Kingdom. We expect to have
two of our drilling  units  working  offshore  Africa  during the second half of
fiscal year 2006. For information  relating to the contract revenues,  operating
income and  identifiable  assets  attributable to specific  geographic  areas of
operations,  see Note 13 of Notes to Consolidated Financial Statements contained
in our Annual  Report to  Shareholders  for fiscal  year 2005,  incorporated  by
reference herein.

     The following table presents our wholly-owned and operating rig fleet as of
December 14, 2005:

                                                                    Water Depth
        Rig Name               Rig Type            Upgraded       Rating (feet)
      ------------          ----------------       ----------       -----------
      ATWOOD EAGLE           Semisubmersible       2000/2002          5,000
      ATWOOD HUNTER          Semisubmersible       1997/2001          5,000
      ATWOOD FALCON          Semisubmersible       1998               3,700
  ATWOOD SOUTHERN CROSS      Semisubmersible       1997               2,000
         SEAHAWK             Semisubmersible       1992/1999           600
                             Tender Assist
      ATWOOD BEACON          Jack-up               2003(1)           400(2)
        VICKSBURG            Jack-up               1998                300
        RICHMOND             Submersible           2000/2002           70

         (1) The ATWOOD BEACON was constructed in 2003.
         (2) In July 2004, all three of the ATWOOD BEACON'S legs and its derrick
         were damaged while the rig was being positioned. Following repairs,
         with a leg length of only 489 feet (giving it a nominal water depth
         rating of 350 feet), the rig has worked continuously offshore Vietnam
         since January 2005. Upon completing its current contract (estimated
         third quarter fiscal year 2006), the rig will be moved to India, with a
         stop in Singapore for about two weeks to have the last leg sections
         installed to return its leg length to 517 feet, giving it a nominal
         water depth rating of 400 feet, as per the original design.


     We update and  upgrade  our fleet and strive to  maintain  premium,  modern
equipment.  In fiscal year 1997, we commenced an internal upgrade program of all
of our active  drilling  units.  Our  upgrade  program  was  concluded  with the
completion of the upgrade of the ATWOOD EAGLE in November 2002. Collectively, we
invested  $340 million in upgrading  seven  offshore  mobile  drilling  units in
connection with our upgrade  program.  In August 2003, our eighth drilling unit,
the ATWOOD BEACON, an ultra-premium, jack-up rig, commenced its initial drilling
contract  following  completion of its construction  and  commissioning in early
August 2003.  This drilling unit was constructed on time and on budget at a cost
of approximately $120 million.


     Current effective  utilization of worldwide  offshore drilling equipment is
over 97%. All of our eight drilling units have contractual  dayrate  commitments
that  are  the  highest  in  their  respective  histories.  Currently,  we  have
approximately  90% and 70% of our available rig days contracted for fiscal years
2006 and 2007,  respectively.  For many years, one of our strategic  focuses has
been maintaining high equipment utilization.  We had a 98% equipment utilization
rate in fiscal year 2005 and have averaged  approximately  90% utilization  over
the last ten years. Today,  virtually all worldwide offshore drilling areas have
strong market  fundamentals,  with high  utilization of both floating as well as
bottom  supported  drilling units.  With our current  contract  commitments,  we
expect  significant  improvement  in cash flows and operating  results in fiscal
year 2006 compared to fiscal year 2005.

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<PAGE>

OFFSHORE DRILLING EQUIPMENT

     In addition to our owned and operating rigs described above, we also manage
two modern, self-contained platform rigs, giving us a total diversified fleet of
owned or managed drilling rigs of ten rigs.

     Each type of drilling rig is uniquely  designed for different  purposes and
applications,  for  operations  in different  water depths,  bottom  conditions,
environments  and geographical  areas, and for different  drilling and operating
requirements.  The following  descriptions of the various types of drilling rigs
we own or manage  illustrate the  diversified  range of  applications of our rig
fleet.

     Semisubmersible Rigs. Each semisubmersible drilling unit has two hulls, the
lower of which is capable of being flooded. Drilling equipment is mounted on the
main  hull.  After the  drilling  unit is towed to  location,  the lower hull is
flooded,  lowering the entire  drilling  unit to its  operating  draft,  and the
drilling unit is anchored in place. On completion of operations,  the lower hull
is deballasted,  raising the entire drilling unit to its towing draft. This type
of drilling  unit is designed to operate in greater  water depths than a jack-up
and  in  more  severe  sea  conditions  than  other  types  of  drilling  units.
Semisubmersible  units are generally more expensive to operate than jack-up rigs
and are often limited in the amount of supplies that can be stored on board.

     Semisubmersible  Tender  Assist Rigs.  Semisubmersible  tender  assist rigs
operate  like  a  semisubmersible   except  that  their  drilling  equipment  is
temporarily  installed on permanently  constructed  offshore support  platforms.
Semisubmersible rigs provide crew  accommodations,  storage facilities and other
support for drilling operations.

     Jack-up Rigs. A jack-up drilling rig contains all of the drilling equipment
on a single hull designed to be towed to a well site. Once on location, legs are
lowered to the sea floor and the unit is raised out of the water by jacking  the
hull up the legs. On completion of the well,  the unit is jacked down, and towed
to the next location.  A jack-up drilling rig can operate in more severe sea and
weather  conditions  than a drillship  and is less  expensive  to operate than a
semisubmersible.  However,  because  it must  rest on the sea  floor,  a jack-up
cannot  operate  in water as deep as that in  which a  semisubmersible  unit can
operate. A jack-up rig is a bottom supported rig.

     Submersible  Drilling  Rigs.  The  submersible  drilling rig we own has two
hulls,  the lower  being a mat,  which is  capable  of being  flooded.  Drilling
equipment  and crew  accommodations  are  located  on the main  hull.  After the
drilling unit is towed to its location, the lower hull is flooded,  lowering the
entire  unit to its  operating  draft at which  it  rests on the sea  floor.  On
completion of operations, the lower hull is deballasted, raising the entire unit
to its  towing  draft.  This type of  drilling  unit is  designed  to operate in
shallow  water depths  ranging  from 9 to 70 feet and can operate in  moderately
severe sea conditions.  Although  drilling units of this type are less expensive
to operate,  like a jack-up rig, they cannot operate in water as deep as that in
which a semisubmersible rig can operate. A submersible  drilling rig is a bottom
supported unit.

     Modular  Platform Rigs. A modular  platform rig is similar to a land rig in
its  basic  components.  Modular  platform  rigs are  temporarily  installed  on
permanently  constructed offshore support platforms in order to perform drilling
operations.  After the drilling  phase is  completed,  the modular rig is broken
down into  convenient  packages and moved by  workboats.  A platform rig usually
stays at a location for several  months,  if not years,  since several wells are
typically drilled from a support platform.

DRILLING CONTRACTS

     We obtain the contracts  under which we operate our vessels  either through
individual   negotiation  with  the  customer  or  by  submitting  proposals  in
competition  with  other  contractors.  Our  contracts  vary in their  terms and
conditions.  The initial term of contracts for our owned and/or managed  vessels
has ranged from the length of time  necessary to drill one well to several years
and is generally  subject to early  termination  in the event of a total loss of
the drilling vessel,  a force majeure event,  excessive  equipment  breakdown or
failure to meet minimum performance criteria. It is not unusual for contracts to
contain renewal provisions at the option of the customer.

     The rate of compensation  specified in each contract  depends on the nature
of the operation to be performed,  the duration of the work, the amount and type
of equipment  and services  provided,  the  geographic  areas  involved,  market
conditions and other variables.  Generally,  contracts for drilling,  management
and support services specify a basic rate of compensation  computed on a dayrate
basis.  Such  agreements  generally  provide for a reduced  dayrate payable when
operations are interrupted by equipment  failure and subsequent  repairs,  field
moves,  adverse  weather  conditions or other factors  beyond our control.  Some

                                       3
<PAGE>

contracts  also provide for revision of the  specified  dayrates in the event of
material  changes in certain items of cost.  Any period during which a vessel is
not earning a full operating  dayrate because of the above conditions or because
the vessel is idle and not on contract will have an adverse  effect on operating
profits. An over-supply of drilling rigs in any market area can adversely affect
our  ability to employ our  drilling  vessels.  Our active rig  utilization  for
fiscal years 2005, 2004 and 2003 was 98%, 93% and 92%, respectively.

     Of our current drilling contracts,  six of our drilling units have contract
terms that  extend  beyond  fiscal  year 2006.  The ATWOOD  FALCON  contract  in
Malaysia extends into fiscal year 2009. The ATWOOD HUNTER,  ATWOOD EAGLE, ATWOOD
BEACON and SEAHAWK  contracts  extend into fiscal year 2008.  The  VICKSBURG has
current  contract  commitments  that  extend into the second half of fiscal year
2007. Even though,  the RICHMOND and ATWOOD SOUTHERN CROSS currently do not have
contract  commitments  that extend  beyond fiscal year 2006, we expect that both
rigs will remain highly  utilized over the next few years.  Two of our rigs, the
SEAHAWK and ATWOOD  SOUTHERN  CROSS,  will incur some zero  revenue  days during
fiscal year 2006 due to planned upgrades.  In December 2005, the ATWOOD SOUTHERN
CROSS is currently in a shipyard in Malta for approximately 40 days undergoing a
$7 million  equipment  upgrade and  refurbishment  and the  SEAHAWK  will be off
dayrate  revenues  for  approximately  five  months  to  undergo  a $16  million
equipment  upgrade and relocation from offshore  Southeast Asia to offshore West
Africa.  We can provide no assurance that we will not experience  some unplanned
idle time on our other drilling units during fiscal year 2006.  Maintaining high
equipment  utilization  in up,  as well as  down,  cycles,  is a key  factor  in
generating cash to satisfy current and future obligations.

     For long moves of drilling  equipment,  we attempt to obtain  either a lump
sum or a dayrate as mobilization  compensation for expenses  incurred during the
period in transit. In todays strong market environment, we are able to receive a
dayrate as  mobilization  compensation;  however,  a surplus of certain types of
units,  either  worldwide or in particular  operating  areas,  can result in our
acceptance  of a  contract  which  provides  only  partial  or  no  recovery  of
relocation  costs.  Additionally,  under  such a  contract,  we may not make any
profit  during the  relocation  of a rig.  This was the case in fiscal year 2003
when the ATWOOD  EAGLE was moved from  offshore  Greece to offshore  Angola at a
cost  of  $8.2  million,   with  only  $2.7  million  received  in  mobilization
compensation,  and when the ATWOOD FALCON was relocated from offshore  Australia
with  mobilization  costs  of  approximately  $2  million,   which  approximated
mobilization compensation. We can give no assurance that we will receive full or
partial  recovery of any future  relocation  costs beyond that for which we have
already contracted.

     Operation  of our drilling  equipment  is subject to the offshore  drilling
requirements  of  petroleum   exploration  companies  and  agencies  of  foreign
governments.  These  requirements  are,  in turn,  subject  to  fluctuations  in
government  policies,  world demand and prices for  petroleum  products,  proved
reserves  in  relation to such demand and the extent to which such demand can be
met from onshore sources.

     We also contract to provide various types of services to third party owners
of  drilling  rigs.  These  contracts  are  normally  for a stated term or until
termination  of  operations  or stages of operation at a particular  facility or
location.  The services may include, as in the case of contracts we have entered
into in connection with operations offshore  Australia,  the supply of personnel
and rig design, fabrication,  installation and operation. The contracts normally
provide for reimbursement to us for all out-of-pocket  expenses,  plus a service
or management  fee for all of the services  performed.  In most  instances,  the
amount  charged  for the  services  may be  adjusted  if there  are  changes  in
conditions,  scope or costs of operations.  We generally  obtain  insurance or a
contractual  indemnity from the owner for liabilities which could be incurred in
operations.

     The  majority  of our  contracts  are  denominated  in  U.S.  dollars,  but
occasionally a portion of a contract is payable in local currency. To the extent
there is a local currency  component in a contract,  we attempt to match revenue
in the local  currency to  operating  costs paid in the local  currency  such as
local labor, shore base expenses, and local taxes, if any.

INSURANCE AND RISK MANAGEMENT

     Our  operations  are  subject  to the  usual  hazards  associated  with the
drilling  of oil and gas wells,  such as  blowouts,  explosions  and  fires.  In
addition,  our vessels are subject to various  risks  particular to our industry
which we seek to  mitigate by  maintaining  insurance.  These risks  include leg
damage to jack-ups  during  positioning  (such as we  experienced in fiscal year
2004 with the ATWOOD BEACON),  capsizing,  grounding,  collision and damage from
severe  weather  conditions.  Any of these  risks  could  result  in  damage  or
destruction of drilling rigs and oil and gas wells, personal injury and property
damage, suspension of operations or environmental damage through oil spillage or
extensive,  uncontrolled  fires.  Therefore,  in  addition  to general  business
insurance policies, we maintain the following insurance relating to our rigs and
rig operations:  hull and machinery,  loss of hire,  builder's risk,  cargo, war
risks, protection and indemnity, and excess liability, among others.

     Our operations are also subject to disruption due to terrorism. As a result
of  significant  losses  incurred by the  insurance  industry due to  terrorism,
offshore  drilling rig accidents,  damages from hurricanes and other events,  we

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<PAGE>

have experienced increases in premiums for certain insurance coverages. Although
we believe that we are adequately  insured against normal and foreseeable  risks
in our operations in accordance with industry standards,  such insurance may not
be  adequate  to protect  us against  liability  from all  consequences  of well
disasters,  marine perils,  extensive fire damage,  damage to the environment or
disruption  due to  terrorism.  To date, we have not  experienced  difficulty in
obtaining  insurance  coverage,  although we can provide no  assurance as to the
future  availability of such insurance or the cost thereof.  The occurrence of a
significant  event  against  which we are not  adequately  insured  could have a
material adverse effect on our financial position.

CUSTOMERS

     During fiscal year 2005, we performed  operations  for fourteen  customers.
Because of the  relatively  limited number of customers for which we can operate
at any given time,  revenues from four  different  customers  amounted to 10% or
more of our revenues in fiscal year 2005 as indicated below:

         Customer                           Percentage of Revenues
         ----------------------------------------------------------
         Woodside Energy Ltd.                                 17%
         ExxonMobil Production Malaysia, Inc.                 14%
         Sarawak Shell Bhd.                                   14%
         Burullus Gas Company                                 13%

     Our business operations are subject to the risks associated with a business
having a  limited  number of  customers  for our  products  or  services,  and a
decrease in the drilling  programs of these  customers in the areas where we are
employed  may  adversely  affect our  revenues  and  therefore,  our  results of
operations and cash flows.

COMPETITION

     We compete with approximately 10 other offshore drilling contractors,  most
of which are  substantially  larger  than we are and which  possess  appreciably
greater  financial and other resources.  The offshore  drilling industry is very
competitive,  with no single offshore drilling contractor being dominant.  Thus,
there is competition in securing available offshore drilling contracts.

     Price  competition is generally the most  important  factor in the offshore
drilling  industry;  however,  when  there  is  high  worldwide  utilization  of
equipment,  as currently  exists,  rig availability and suitability  become more
important factors in securing contracts than price. The technical  capability of
specialized  drilling  equipment and personnel at the time and place required by
customers  are also  important.  Other  competitive  factors  include work force
experience,  rig  suitability,   efficiency,   condition  of  equipment,  safety
performance,  reputation  and  customer  relations.  We believe  that we compete
favorably with respect to these factors.

INDUSTRY TRENDS

     The performance of the offshore drilling industry is largely  determined by
basic supply and demand for available equipment. Periods of high demand and high
dayrates are often followed by periods of low demand and low dayrates.  Offshore
drilling  contractors can mobilize rigs from one region of the world to another,
can "cold stack" rigs,  taking them out of service,  or reactivate  cold stacked
rigs in order to adjust supply of existing  equipment in various markets to meet
demand.  The  market is  highly  cyclical  and is  typically  driven by  general
economic  activity  and  changes in actual or  anticipated  oil and gas  prices.
Generally, sustained high energy prices translate into increased exploration and
production spending by oil and gas companies, which in turn results in increased
drilling activity and demand for equipment like ours.

     The offshore markets where we currently  operate,  offshore Southeast Asia,
offshore  Australia,  the  Mediterranean  Sea,  and shallow  water U.S.  Gulf of
Mexico,  offer the potential for continuing high  utilization  and dayrates.  We
expect demand for our drilling units currently  working offshore  Southeast Asia
and  Australia  to  continue  to be strong due to demand for oil and gas in that
region,  largely as a result of the  significant  growth in the region driven by
China's  rapidly  expanding  economy.  We also believe that there are attractive
future  opportunities  for the ATWOOD HUNTER and ATWOOD SOUTHERN CROSS which are
currently  working in the  Mediterranean  Sea, and that the improving supply and
demand  balance of jack-up  rigs in the U.S.  Gulf of Mexico will lead to higher
dayrates for our cantilever  submersible,  the RICHMOND,  which competes against
these  rigs in the  shallow  waters  of that  area.  The West  African  offshore
drilling  market  also  continues  to  strengthen.  We may  have two of our rigs
working offshore West Africa by the end of fiscal year 2006.

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<PAGE>


INTERNATIONAL OPERATIONS

     The large majority of our operations are in foreign  jurisdictions which we
have historically found to be more stable. We believe  international  operations
provide a better opportunity than domestic  operations for attractive  contracts
and  returns  over the  longer  term.  Since  1970,  we have  operated  offshore
Southeast Asia, offshore  Australia,  in the Far East, in the Mediterranean Sea,
in the Arabian Gulf, in the Red Sea, offshore India,  offshore Papua New Guinea,
offshore  East and West Africa,  offshore  Central and South  America,  offshore
China and in the U.S. Gulf of Mexico. Currently, we have only one rig is working
in the U.S.  Gulf of  Mexico.  Of our  international  operations,  over half are
currently  offshore  Southeast  Asia.  We have  foreign  offices  in  Australia,
Malaysia, Indonesia, the United Kingdom, Singapore, Vietnam and Egypt.


     Because  most  of our  operations  are  foreign,  virtually  all of our tax
provision   for  fiscal  years  2005  and  2004  related  to  taxes  in  foreign
jurisdictions,  with 2005 also  impacted  by a $3.3  million  U.S.  tax  benefit
recognized.  During the current fiscal year our provision was also offset by two
other foreign  discrete items.  During the first quarter of fiscal year 2005, we
received a $1.7 million tax refund in Malaysia related to a previously  reserved
tax  receivable.  In addition,  a $1 million  deferred tax benefit from amending
prior period tax returns was  recognized in June 2005 which also lowered our tax
rate in fiscal year 2005.  Also,  on  December 1, 2005 we received  notification
from the Internal Revenue Service that a previously reserved $3.3 million United
States  income  tax  refund  we had been  pursuing  for over two  years had been
approved  for  payment.  Based upon this  approval,  we  reduced  our income tax
provision  by  the  refund  amount  for  the  year  ended  September  30,  2005.
Furthermore,  during  fiscal year 2005, as compared to recent prior  periods,  a
higher  portion of our  operating  income was earned in certain  nontaxable  and
deemed  profit tax  jurisdictions,  including  business  interruptions  proceeds
earned by the ATWOOD BEACON in a zero tax jurisdiction for  approximately  three
and one half months,  which  contributed  to our lower  effective tax rate. As a
result  of  these  items,  our  effective  tax  rate for  fiscal  year  2005 was
significantly  less  when  compared  to the  prior  year and the  United  States
statutory rate.


EMPLOYEES

     We currently employ approximately 1,100 persons in our domestic and foreign
operations.  In connection with our foreign  drilling  operations,  we are often
required by the host country to hire  substantial  portions of our work force in
that country and, in some cases,  these  employees  are  represented  by foreign
unions.  To date, we have experienced  little  difficulty in complying with such
requirements,   and  our  drilling   operations  have  not  been   significantly
interrupted by strikes or work stoppages.

ENVIRONMENTAL REGULATION

     The transition  zone and shallow water areas of the U.S. Gulf of Mexico are
ecologically sensitive.  Environmental issues have led to higher drilling costs,
a more  difficult  and lengthy well  permitting  process  and, in general,  have
adversely  affected  decisions of oil and gas companies to drill in these areas.
In  the  United  States,   regulations  applicable  to  our  operations  include
regulations  controlling  the  discharge  of  materials  into  the  environment,
requiring  removal and cleanup of  materials  that may harm the  environment  or
otherwise  relating to the  protection of the  environment.  For example,  as an
operator of a mobile  offshore  drilling unit in navigable U.S.  waters and some
offshore  areas,  we may be liable for damages and costs  incurred in connection
with  oil  spills  or other  unauthorized  discharges  of  chemicals  or  wastes
resulting from or related to those operations.  Laws and regulations  protecting
the environment have become more stringent,  and may in some cases impose strict
liability,  rendering a person liable for environmental damage without regard to
negligence  or  fault  on the  part  of such  person.  Some of  these  laws  and
regulations  may expose us to liability for the conduct of or conditions  caused
by others or for acts which were in compliance  with all applicable  laws at the
time they were performed.  The application of these requirements or the adoption
of new  requirements  could  have a  material  adverse  effect on our  financial
position, results of operations or cash flows.

     The U.S. Federal Water Pollution Control Act of 1972,  commonly referred to
as the Clean Water Act, prohibits the discharge of specified substances into the
navigable  waters  of the  United  States  without  a  permit.  The  regulations
implementing  the Clean Water Act require  permits to be obtained by an operator
before specified  exploration  activities occur.  Offshore  facilities must also
prepare  plans  addressing  spill   prevention   control  and   countermeasures.
Violations of monitoring,  reporting and permitting  requirements  can result in
the imposition of civil and criminal penalties.

     The U.S. Oil Pollution Act of 1990, or OPA, and related  regulations impose
a variety of requirement on "responsible  parties"  related to the prevention of
oils spills and liability for damages  resulting from such spills.  Few defenses

                                       6
<PAGE>

exist to the liability  imposed by OPA, and the liability  could be substantial.
Failure to comply with ongoing  requirements  or inadequate  cooperation  in the
event of a spill  could  subject  a  responsible  party  to  civil  or  criminal
enforcement  action.  We have taken all steps necessary to comply with this law,
and have received a Certificate of Financial  Responsibility  (Water  Pollution)
from the U.S.  Coast Guard.  Our  operations in U.S.  waters are also subject to
various other environmental  regulations regarding pollution,  and we have taken
steps to ensure compliance with those regulations.

     The U.S. Outer Continental Shelf Lands Act authorizes  regulations relating
to safety and  environmental  protection  applicable  to lessees and  permittees
operating on the outer continental  shelf.  Included among these are regulations
that  require the  preparation  of spill  contingency  plans and  establish  air
quality standards for certain pollutants, including particulate matter, volatile
organic compounds, sulfur dioxide, carbon monoxide and nitrogen oxides. Specific
design and operational  standards may apply to outer  continental shelf vessels,
rigs,  platforms,  vehicles and  structures.  Violations of lease  conditions or
regulations  related to the environment issued pursuant to the Outer Continental
Shelf Lands Act can result in substantial civil and criminal penalties,  as well
as potential court injunctions curtailing operations and cancelling leases. Such
enforcement   liabilities  can  result  from  either   governmental  or  citizen
prosecution.

     The U.S. Comprehensive Environmental Response,  Compensation, and Liability
Act, or CERCLA,  also known as the "Superfund"  law, imposes  liability  without
regard to fault or the  legality  of the  original  conduct  on some  classes of
persons that are  considered to have  contributed to the release of a "hazardous
substance" into the environment. Such persons include the owner or operator of a
facility  where a release  occurred and companies  that disposed or arranged for
the disposal of the hazardous substances found at a particular site. Persons who
are or were responsible for releases of hazardous substances under CERCLA may be
subject to joint and several liability for the cost of cleaning up the hazardous
substances  that have been  released  into the  environment  and for  damages to
natural resources.  It is also not uncommon for third parties to file claims for
personal injury and property damage allegedly caused by the hazardous substances
released into the environment.

OTHER GOVERNMENTAL REGULATION

     Our non-U.S.  contract drilling  operations are subject to various laws and
regulations in the countries in which we operate, including laws and regulations
relating  to the  importation  of and  operation  of  drilling  units,  currency
conversions and repatriation, oil and gas exploration and development,  taxation
of offshore  earnings and  earnings of  expatriate  personnel,  the use of local
employees and suppliers by foreign contractors and duties on the importation and
exportation of drilling units and other  equipment.  Governments in some foreign
countries  have become  increasingly  active in regulating and  controlling  the
ownership of concessions and companies holding concessions,  the exploration for
oil and gas and other aspects of the oil and gas industries in their  countries.
In some areas of the world,  this governmental  activity has adversely  affected
the  amount  of  exploration  and  development  work  done by major  oil and gas
companies and may continue to do so. Operations in less developed  countries can
be subject to legal  systems that are not as mature or  predictable  as those in
more developed countries, which can lead to greater uncertainty in legal matters
and proceedings.

     Our  worldwide  operations  are  also  subject  to a  variety  of laws  and
regulations  designed to improve  safety in the  businesses in which we operate.
International conventions,  including Safety of Life at Sea, also referred to as
SOLAS,  and the Code for  Construction of Mobile Offshore  Drilling Units,  also
referred  to as  the  MODU  CODE,  generally  are  applicable  to  our  offshore
operations.  Historically,  we have made  significant  capital  expenditures and
incurred  additional  expenses  to  ensure  that our  marine  rigs  comply  with
applicable local and  international  health and safety  regulations.  Our future
efforts to comply with these  regulations  and  standards may increase our costs
and may affect  the demand for our  services  by  influencing  energy  prices or
limiting the areas in which we may drill.

     Although  significant  capital  expenditures may be required to comply with
these  governmental  laws and  regulations,  such  compliance  has not, to date,
materially adversely affected our earnings, cash flows or competitive position.

SECURITIES LITIGATION SAFE HARBOR STATEMENT

     Statements   included  in  this  report  which  are  not  historical  facts
(including  any  statements  concerning  plans and  objectives of management for
future operations or economic  performance,  or assumptions related thereto) are
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. In addition,  we and our representatives may from
to  time  to  time  make  other  oral  or  written  statements  which  are  also
forward-looking statements.

     These  forward-looking  statements are made based upon management's current
plans, expectations, estimates, assumptions and beliefs concerning future events
impacting  us and  therefore  involve a number of risks  and  uncertainties.  We
caution  that  forward-looking  statements  are not  guarantees  and that actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking statements.

                                       7
<PAGE>

         Important factors that could cause our actual results of operations,
financial condition or cash flows to differ include, but are not necessarily
limited to:

o    our dependence on the oil and gas industry;

o    the operational risks involved in drilling for oil and gas;

o    changes in rig utilization and dayrates in response to the
        level of activity in the oil and gas industry, which is
        significantly affected by indications and expectations
        regarding the level and volatility of oil and gas prices,
        which in turn are affected by such things as political,
        economic and weather conditions affecting or potentially
        affecting regional or worldwide demand for oil and gas,
        actions or anticipated actions by OPEC, inventory levels,
        deliverability constraints, and future market activity;

o    the extent to which customers and potential customers continue to pursue
        deepwater drilling;

o    exploration success or lack of exploration success by our customers and
        potential customers;

o    the highly competitive and cyclical nature of our business, with periods
        of low demand and excess rig availability;

o    the impact of the war with Iraq or other military operations, terrorist
        acts or embargoes elsewhere;

o    our ability to enter into and the terms of future drilling contracts;

o    the availability of qualified personnel;

o    our failure to retain the business of one or more significant customers;

o    the termination or renegotiation of contracts by customers;

o    the availability of adequate insurance at a reasonable cost;

o    the occurrence of an uninsured loss;

o    the risks of international operations, including possible economic,
        political, social or monetary instability, and compliance with
        foreign laws;

o    the effect public health concerns could have on our international
        operations and financial results;

o    compliance with or breach of environmental laws;

o    the incurrence of secured debt or additional unsecured indebtedness or
        other obligations by us or our subsidiaries;

o    the adequacy of sources of liquidity;

o    currently unknown rig repair needs and/or additional opportunities to
        accelerate planned maintenance expenditures due to presently
        unanticipated rig downtime;

o    higher than anticipated accruals for performance-based
        compensation due to better than anticipated performance by us,
        higher than anticipated severance expenses due to
        unanticipated employee terminations, higher than anticipated
        legal and accounting fees due to unanticipated financing or
        other corporate transactions, and other factors that could
        increase general and administrative expenses;

o    the actions of our competitors in the offshore drilling industry,
        which could significantly influence rig dayrates and utilization;

                                       8
<PAGE>


o    changes in the geographic areas in which our customers plan to operate,
        which in turn could change our expected effective tax rate;

o    changes in oil and gas drilling technology or in our
         competitors' drilling rig fleets that could make our drilling
         rigs less competitive or require major capital investments to
         keep them competitive;

o    rig availability;

o    the effects and uncertainties of legal and administrative proceedings
        and other contingencies;

o    the impact of governmental laws and regulations and the uncertainties
        involved in their administration, particularly in some foreign
        jurisdictions;

o    changes in accepted interpretations of accounting guidelines and other
        accounting pronouncements and tax laws;

o    the risks involved in the construction, upgrade, and repair of our
        drilling units; and

o    such other factors as may be discussed in our other reports
        filed with the Securities and Exchange Commission, or SEC.

     These factors are not necessarily  all of the important  factors that could
cause actual  results to differ  materially  from those  expressed in any of our
forward-looking  statements.  Other unknown or unpredictable  factors could also
have material adverse effects on future results.  The words "believe," "impact,"
"intend,"  "estimate,"  "anticipate,"  "plan" and similar  expressions  identify
forward-looking  statements.  These  forward-looking  statements  are  found  at
various places throughout the Management's Discussion and Analysis in our Annual
Report to Shareholders for fiscal year 2004 incorporated by reference in Part II
and elsewhere in this report.  When considering any  forward-looking  statement,
you should  also keep in mind the risk  factors  described  in other  reports or
filings  we make with the SEC from time to time.  Undue  reliance  should not be
placed on these  forward-looking  statements,  which are applicable  only on the
date hereof.  Neither we nor our  representatives  have a general  obligation to
revise  or  update  these  forward-looking   statements  to  reflect  events  or
circumstances  that arise after the date hereof or to reflect the  occurrence of
unanticipated events.

COMPANY INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information  with the SEC. Our SEC filings are  available to the public over the
internet at the SEC's web site at  http://www.sec.gov.  Our  website  address is
www.atwd.com.  We make  available  free of charge on or through  our website our
annual report on Form 10-K,  quarterly reports on Form 10-Q, and current reports
on Form 8-K, and  amendments  to those  reports  filed or furnished  pursuant to
Section  13(a) or 15(d) of the  Exchange Act as soon as  reasonably  practicable
after we  electronically  file such material with, or furnish it to, the SEC. We
have adopted a code of ethics  applicable to our chief executive officer and our
senior financial  officers which is also available on our website.  We intend to
satisfy the disclosure  requirement regarding any changes in or waivers from our
code of ethics by posting  such  information  on our website or by filing a Form
8-K for such event.  Unless stated otherwise,  information on our website is not
incorporated  by  reference  into  this  report  or made a part  hereof  for any
purpose.  You may also read and copy any  document  we file at the SEC's  Public
Reference Room at 450 Fifth Street,  NW, Washington,  DC 20549.  Please call the
SEC at 1-800-SEC-0330 for further  information on the public reference rooms and
copy charges.

ITEM 1A. RISK FACTORS

     An investment in our  securities  involves  significant  risks.  You should
carefully  consider the risk factors  described below before deciding whether to
invest in our securities.  The risks and  uncertainties  described below are not
the only ones we face.  You should also  carefully  read and consider all of the
information we have included,  or incorporated by reference,  in this report for
Form 10-K before you decide to invest in our  securities.  Additional  risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business.

WE RELY ON THE OIL AND NATURAL GAS INDUSTRY AND VOLATILE OIL AND NATURAL GAS
PRICES IMPACT DEMAND FOR OUR SERVICES.

                                       9
<PAGE>

     Demand for our services depends on activity in offshore oil and natural gas
exploration,  development and production. The level of exploration,  development
and production activity is affected by factors such as:

o      prevailing oil and natural gas prices;

o      expectations about future prices;

o      the cost of exploring for, producing and delivering oil and natural gas;

o      the sale and expiration dates of available offshore leases;

o      worldwide demand for petroleum products;

o      current availability of oil and natural gas resources;

o      the rate of discovery of new oil and natural gas reserves in offshore
        areas;

o      local and international political and economic conditions;

o      technological advances;

o      ability of oil and natural gas companies to generate or otherwise obtain
        funds for capital;

o      the ability of the Organization of Petroleum  Exporting  Countries,  or
        OPEC, to set and maintain  production  levels and pricing;

o      political  or  other  disruptions  that  limit  exploration,
        development  and  production  in  oil-producing countries;

o      the level of production by non-OPEC countries; and

o      laws and  governmental  regulations  that  restrict  exploration  and
        development  of oil and natural gas in  various jurisdictions.

     During recent years,  the level of offshore  exploration,  development  and
production activity has been volatile.  Such volatility is likely to continue in
the  future.  A decline  in the  worldwide  demand  for oil and  natural  gas or
prolonged  low oil or natural gas prices in the future  would  likely  result in
reduced  exploration  and  development  of  offshore  areas and a decline in the
demand for our services.  Even during periods of high prices for oil and natural
gas,  companies  exploring  for oil and gas may cancel or curtail  programs,  or
reduce their levels of capital expenditures for exploration and production for a
variety of  reasons.  Any such  decrease in activity is likely to reduce our day
rates and our utilization  rates and,  therefore,  could have a material adverse
effect on our financial condition, results of operations and cash flows.

RIG CONVERSIONS, UPGRADES OR NEWBUILDS MAY BE SUBJECT TO DELAYS AND COST
OVERRUNS.

     From time to time we may undertake to increase our fleet  capacity  through
conversions or upgrades to rigs or through new construction.  These projects are
subject to risks of delay or cost  overruns  inherent in any large  construction
project resulting from numerous factors, including the following:

o      shortages of equipment, materials or skilled labor;

o      unscheduled delays in the delivery of ordered materials and equipment;

o      unanticipated cost increases;

o      weather interferences;

o      difficulties in obtaining necessary permits or in meeting permit
        conditions;

o      design and engineering problems; and

                                       10
<PAGE>


o      shipyard failures.

OPERATING HAZARDS INCREASE OUR RISK OF LIABILITY; WE MAY NOT BE ABLE TO FULLY
INSURE AGAINST THESE RISKS.

     Our  operations  are  subject  to  various  operating  hazards  and  risks,
including:

o      catastrophic marine disaster;

o      adverse sea and weather conditions;

o      mechanical failure;

o      navigation errors;

o      collision;

o      oil and hazardous substance spills, containment and clean up;

o      labor shortages and strikes;

o      damage to and loss of drilling rigs and production facilities; and

o      war, sabotage and terrorism.

     These risks  present a threat to the safety of  personnel  and to our rigs,
cargo,  equipment under tow and other property,  as well as the environment.  We
could be required to suspend our operations or request that others suspend their
operations  as a result of these  hazards.  Third  parties may have  significant
claims against us for damages due to personal  injury,  death,  property damage,
pollution and loss of business if such event were to occur in our operations.

     We maintain  insurance  coverage  against the casualty and liability  risks
listed  above.  We  believe  our  insurance  is  adequate,  and  we  have  never
experienced a loss in excess of policy  limits.  However,  we may not be able to
renew or maintain our existing  insurance  coverage at  commercially  reasonable
rates or at all. Additionally, there is no assurance that our insurance coverage
will be adequate to cover future claims that may arise.

     THE INTENSE PRICE  COMPETITION  AND  CYCLICALITY OF OUR INDUSTRY,  WHICH IS
MARKED BY PERIODS OF LOW DEMAND, EXCESS RIG AVAILABILITY AND LOW DAYRATES, COULD
HAVE AN ADVERSE EFFECT ON OUR REVENUES, PROFITABILITY AND CASH FLOWS.

     The contract drilling business is highly competitive with numerous industry
participants. The industry has experienced consolidation in recent years and may
experience  additional  consolidation.  Recent mergers among oil and natural gas
exploration  and  production  companies  have  reduced  the number of  available
customers.

     Drilling  contracts  are, for the most part,  awarded on a competitive  bid
basis.  Price  competition  is often the  primary  factor in  determining  which
qualified contractor is awarded a job, although rig availability and the quality
and technical  capability of service and equipment are also factors.  We compete
with   approximately  ten  other  drilling   contractors,   most  of  which  are
substantially larger and have appreciably greater resources than us.

     The industry in which we operate historically has been cyclical,  marked by
periods of low demand,  excess rig supply and low dayrates,  followed by periods
of high demand, short rig supply and increasing dayrates.  Periods of excess rig
supply  intensify the competition in the industry and often result in rigs being
idled.  Several  markets in which we operate are currently  oversupplied.  Lower
utilization and dayrates in one or more of the regions in which we operate would
adversely  affect  our  revenues  and  profitability.  Prolonged  periods of low
utilization  and dayrates  could also result in the  recognition  of  impairment
charges on certain of our  drilling  rigs if future cash flow  estimates,  based
upon information available to management at the time, indicate that the carrying
value of these rigs may not be  recoverable.  We may be required to idle rigs or
to enter into  lower-rate  contracts  in  response to market  conditions  in the
future.

                                       11

<PAGE>

WE  RELY  HEAVILY  ON A  SMALL  NUMBER  OF  CUSTOMERS  AND  THE  LOSS  OF A
SIGNIFICANT CUSTOMER COULD HAVE AN ADVERSE IMPACT ON OUR FINANCIAL RESULTS.

     Our  contract  drilling  business is subject to the usual risks  associated
with having a limited  number of customers  for our  services.  Woodside  Energy
Ltd., ExxonMobil Production Malaysia, Inc., Sarawak Shell Bhd., and Burullus Gas
Company  provided  approximately  17%,  14%,  14% and 13%,  respectively  of our
consolidated  revenues in fiscal year 2005.  Our results of operations  could be
materially  adversely  affected  if any of our  major  customers  terminate  its
contracts with us, fails to renew our existing contracts or refuses to award new
contracts to us.

WE MAY SUFFER  LOSSES IF OUR  CUSTOMERS  TERMINATE  OR SEEK TO  RENEGOTIATE
THEIR CONTRACTS.

     Certain of our contracts  with  customers may be cancelable  upon specified
notice at the option of the customer.  Other  contracts  require the customer to
pay a specified early termination payment upon cancellation,  which payments may
not fully  compensate  us for the loss of the  contract.  Contracts  customarily
provide for either  automatic  termination  or  termination at the option of the
customer  in the  event  of  total  loss  of  the  drilling  rig or if  drilling
operations  are suspended for extended  periods of time by reason of acts of God
or excessive  rig downtime for repairs,  or other  specified  conditions.  Early
termination of a contract may result in a rig being idle for an extended  period
of time. Our revenues may be adversely  affected by customers' early termination
of contracts,  especially if we are unable to recontract the affected rig within
a short period of time.  During depressed market  conditions,  a customer may no
longer need a rig that is  currently  under  contract or may be able to obtain a
comparable  rig at a lower  daily  rate.  As a  result,  customers  may  seek to
renegotiate  the  terms of their  existing  drilling  contracts  or avoid  their
obligations under those contracts. The renegotiation of a number of our drilling
contracts could adversely affect our financial  position,  results of operations
and cash flows.

WE ARE SUBJECT TO OPERATING RISKS SUCH AS BLOWOUTS AND WELL FIRES THAT COULD
RESULT IN ENVIRONMENTAL DAMAGE, PROPERTY LOSS, AND PERSONAL INJURY OR DEATH.

     Our drilling operations are subject to many hazards that could increase the
likelihood of accidents. Accidents can result in:

o      costly delays or cancellations of drilling operations;

o      serious damage to, or destruction of, equipment;

o      personal injury or death;

o      significant impairment of producing wells or underground geological
        formations; and

o      major environmental damage.

    Our offshore drilling operations are also subject to marine hazards, either
at  offshore  sites or while  drilling  equipment  is under tow,  such as vessel
capsizings,  collisions or groundings. In addition, raising and lowering jack-up
rigs and offshore drilling  platforms whose three legs  independently  penetrate
the ocean floor, flooding semisubmersible ballast tanks to help fix the floating
drilling unit over the well site and drilling into high-pressure  formations are
complex, hazardous activities and we can encounter problems.

    We have  had  accidents  in the  past  demonstrating  some  of the  hazards
described  above,  including the recent ATWOOD BEACON  incident.  Because of the
ongoing hazards associated with our operations:

o      we may experience a higher number of accidents in the future than
        expected;

o      our insurance coverage may prove inadequate to cover losses that are
        greater than anticipated;

o      our insurance deductibles may increase; or

o      our  insurance  premiums  may  increase  to the point  where
        maintaining our current level of coverage is prohibitively expensive.

                                       12
<PAGE>

    Any similar events could yield future operating losses and have a
significant adverse impact on our business.

OUR RESULTS OF  OPERATIONS  WILL BE ADVERSELY  AFFECTED IF WE ARE UNABLE TO
SECURE CONTRACTS FOR OUR DRILLING RIGS ON ECONOMICALLY FAVORABLE TERMS.

     The drilling markets in which we compete frequently experience  significant
fluctuations  in the demand for drilling  services,  as measured by the level of
exploration and  development  expenditures,  and the supply of capable  drilling
equipment. In response to fluctuating market conditions, we can, as we have done
in the past,  relocate  drilling rigs from one geographic  area to another,  but
only  when  such  moves  are  economically  justified.  If  demand  for our rigs
declines, rig utilization and dayrates are generally adversely affected.

FAILURE TO OBTAIN AND RETAIN KEY PERSONNEL COULD IMPEDE OUR OPERATIONS.

     We depend to a  significant  extent upon the efforts and  abilities  of our
executive  officers and other key  management  personnel.  There is no assurance
that these  individuals will continue in such capacity for any particular period
of time.  The loss of the services of one or more of our  executive  officers or
key management personnel could adversely affect our operations.

GOVERNMENT REGULATION AND ENVIRONMENTAL RISKS REDUCE OUR BUSINESS
OPPORTUNITIES AND INCREASE OUR COSTS.

     We  must  comply  with  extensive  government  regulation  in the  form  of
international  conventions,  federal,  state and local laws and  regulations  in
jurisdictions  where our vessels operate and are registered.  These conventions,
laws and regulations govern oil spills and matters of environmental  protection,
worker  health and  safety,  and the  manning,  construction  and  operation  of
vessels,  and  vessel and port  security.  We  believe  that we are in  material
compliance with all applicable environmental,  health and safety, and vessel and
port  security  laws  and  regulations.  We  are  not a  party  to  any  pending
governmental  litigation  or  similar  proceeding,  and we are not  aware of any
threatened governmental litigation or proceeding which, if adversely determined,
would have a material  adverse  effect on our financial  condition or results of
operations.  However,  the  risks of  incurring  substantial  compliance  costs,
liabilities  and  penalties  for  non-compliance  are inherent in our  industry.
Compliance with  environmental,  health and safety, and vessel and port security
laws increases our costs of doing business. Additionally,  environmental, health
and safety, and vessel and port security laws change frequently.  Therefore,  we
are unable to predict the future costs or other future impact of  environmental,
health and safety, and vessel and port security laws on our operations. There is
no assurance  that we can avoid  significant  costs,  liabilities  and penalties
imposed as a result of governmental regulation in the future.

OUR RELIANCE ON FOREIGN OPERATIONS EXPOSES US TO ADDITIONAL RISKS NOT GENERALLY
ASSOCIATED WITH DOMESTIC OPERATIONS, WHICH COULD HAVE AN ADVERSE EFFECT ON OUR
OPERATIONS OR FINANCIAL RESULTS.

    During the past five years, we derived substantially all of our
revenues from foreign sources. We, therefore, face risks inherent in conducting
business internationally, such as:

o      legal and governmental regulatory requirements;

o      difficulties and costs of staffing and managing international
        operations;

o      language and cultural differences;

o      potential vessel seizure or nationalization of assets;

o      import-export quotas or other trade barriers;

o      renegotiation or nullification of existing contracts;

o      difficulties in collecting accounts receivable and longer collection
        periods;

o      foreign and domestic monetary policies;

                                       13
<PAGE>


o      political and economic instability;

o      terrorist acts, war and civil disturbances;

o      assault on property or personnel;

o      travel  limitations or  operational  problems  caused by severe acute
        respiratory  syndrome  (SARS) or other public health threats;

o      imposition of currency exchange controls; and

o      potentially  adverse tax  consequences,  including those due to changes
        in laws or interpretation of existing laws.

     In the past,  these  conditions or events have not materially  affected our
operations.  However,  we cannot predict  whether any such  conditions or events
might develop in the future. Also, we organized our subsidiary structure and our
operations,  in part,  based on certain  assumptions  about various  foreign and
domestic tax laws,  currency  exchange  requirements,  and capital  repatriation
laws.  While we believe our assumptions  are correct,  there can be no assurance
that  taxing  or  other  authorities  will  reach  the same  conclusion.  If our
assumptions are incorrect,  or if the relevant  countries  change or modify such
laws or the current  interpretation  of such laws, we may suffer adverse tax and
financial  consequences,  including the reduction of cash flow available to meet
required  debt  service  and  other  obligations.  Any of  these  factors  could
materially adversely affect our international operations and, consequently,  our
business, operating results and financial condition.

WE MAY SUFFER LOSSES AS A RESULT OF FOREIGN EXCHANGE RESTRICTIONS AND FOREIGN
CURRENCY FLUCTUATIONS.

     A significant  portion of the contract  revenues of our foreign  operations
are paid in U.S. dollars; however, some payments are made in foreign currencies.
As a result, we are exposed to currency  fluctuations and exchange rate risks as
a result of our foreign  operations.  To minimize the financial  impact of these
risks when we are paid in foreign currency,  we attempt to match the currency of
operating costs with the currency of contract revenue.  However, any increase in
the value of the U.S.  dollar in  relation  to the value of  applicable  foreign
currencies  could adversely  affect our operating  revenues when translated into
U.S. dollars. To date,  currency  fluctuations have not had a material impact on
our financial condition or results of operations.

WE ARE SUBJECT TO WAR, SABOTAGE AND TERRORISM, WHICH COULD HAVE AN ADVERSE
EFFECT ON OUR BUSINESS.

     The terrorist  attacks of September 11, 2001 have had a continuing  impact,
including  those related to the current U.S.  military  campaigns in Afghanistan
and Iraq,  on the energy  industry.  It is unclear  what impact the current U.S.
military campaigns or possible future campaigns will have on the energy industry
in  general,  or  us in  particular,  in  the  future.  Uncertainty  surrounding
retaliatory  military  strikes or a sustained  military  campaign may affect our
operations in unpredictable  ways,  including changes in the insurance  markets,
disruptions of fuel supplies and markets,  particularly oil, and the possibility
that infrastructure  facilities,  including  pipelines,  production  facilities,
refineries, electric generation, transmission and distribution facilities, could
be direct targets of, or indirect  casualties of, an act of terror.  War or risk
of war may also have an adverse effect on the economy.

     The terrorist attacks have resulted in a hardening of the insurance market.
We maintain  insurance  coverage  against  casualty and liability risks and have
renewed our primary insurance program for the insurance year 2005-2006.  We will
evaluate the need to maintain this coverage as it applies to our drilling  fleet
in the  future.  We  believe  our  insurance  is  adequate,  and we  have  never
experienced a loss in excess of policy  limits.  There is no assurance  that our
insurance coverage will be available or affordable and, if available, whether it
will be adequate to cover future claims that may arise.

     Instability  in the  financial  markets  as a result  of war,  sabotage  or
terrorism  could  also  affect  our  ability  to raise  capital  and could  also
adversely  affect the oil, gas and power  industries  and restrict  their future
growth.

OUR SIGNIFICANT DEBT LEVEL MAY HINDER OUR OPERATIONAL FLEXIBILITY AND MAKE IT
DIFFICULT TO MEET OUR DEBT SERVICE OBLIGATIONS.


                                       14
<PAGE>

     We have significant  indebtedness and will require substantial cash flow to
meet our debt service  requirements.  At September 30, 2005,  our long-term debt
was $90 million.  A high level of indebtedness will affect our future operations
in several ways, including the following:

o       We may be more vulnerable to general adverse economic and
        industry conditions than some of our competitors who have less
        debt, and therefore, we may be at a competitive disadvantage.

o       Covenants in our debt obligations require us to meet certain
        financial tests and limit our ability to borrow additional
        funds, make certain capital expenditures, sell assets, pay
        dividends, or repurchase any of our outstanding common stock.

o        We may experience difficulties in obtaining additional
        financing in the future for working capital, capital
        expenditures, acquisitions or general corporate purposes.

     Our  ability  to meet  our  debt  obligations  will  depend  on our  future
performance,  which will be affected by a range of  economic,  competitive,  and
business  factors.  We cannot  control  many of these  factors,  such as general
economic and financial  conditions  in the oil and gas industry,  the economy at
large and competitive initiatives of our competitors.  Our future cash flows may
be insufficient to meet all of our debt  obligations  and  commitments,  and any
insufficiency  could negatively  impact our business.  To the extent that we are
unable to repay our  indebtedness  as it becomes due or at maturity with cash on
hand or from other sources,  we will need to refinance our debt,  sell assets or
repay the debt with the  proceeds of an equity  offering.  There is no assurance
that additional  indebtedness or equity financing will be available to us in the
future for the  refinancing  or repayment of existing  indebtedness,  nor can we
give any  assurance  as to the timing of any asset  sales or the  proceeds  that
could be realized by us from any such asset sale.

THE SUBSTANTIAL EQUITY INTEREST OWNED BY CERTAIN SHAREHOLDERS MAY LIMIT THE
ABILITY OF OTHER SHAREHOLDERS TO INFLUENCE THE OUTCOME OF DIRECTOR ELECTIONS AND
OTHER MATTERS REQUIRING SHAREHOLDER APPROVAL.


     As of December 14, 2005, Helmerich & Payne International Drilling Co., owns
of  record  and   beneficially   2,000,000   shares  of  our  common  stock,  or
approximately 13% of the issued and outstanding  shares of our common stock. Two
of our directors, Hans Helmerich and George S. Dotson, are executive officers of
Helmerich & Payne,  Inc, the parent  company of Helmerich & Payne  International
Drilling Co. The ownership and board  representation  of Helmerich & Payne, Inc.
enables it to exercise substantial  influence over the election of directors and
other corporate matters requiring shareholder or board of directors' approval.


FUTURE SALES OF OUR COMMON STOCK BY HELMERICH & PAYNE  INTERNATIONAL
DRILLING CO. COULD  ADVERSELY  AFFECT ITS MARKET PRICE.

     Helmerich  &  Payne  International   Drilling  Co.  has  advised  us  that,
consistent  with its  pursuit of a strategy  of  focusing  on its core  drilling
business, it intends to evaluate its entire investment portfolio, which includes
shares of our common stock, and its cash  requirements on a continuous basis and
that it may seek to  dispose  of all or a portion  of the  shares of our  common
stock  owned  by it when  and as  necessary,  from  time to  time,  to fund  its
corporate  needs.  Until the sale of all of the shares of common  stock owned by
Helmerich & Payne  International  Drilling Co. which are registered on Form S-3,
Registration N0. 333-117534, are sold or are de-registered,  we will or may have
a large number of shares of common stock  outstanding  and  available for resale
beginning  at various  points in the future.  Sales of a  substantial  number of
shares of our common stock in the public market,  or the possibility  that these
sales may  occur,  could also make it more  difficult  for us to sell our common
stock or other equity  securities in the future at a time and at a price that we
deem  appropriate.

ANTI-TAKEOVER  PROVISIONS IN OUR ARTICLES OF  INCORPORATION,
BYLAWS AND RIGHTS PLAN COULD MAKE IT  DIFFICULT  FOR HOLDERS OF OUR COMMON STOCK
TO RECEIVE A PREMIUM FOR THEIR SHARES UPON A CHANGE OF CONTROL.

     Holders of the common stock of acquisition  targets often receive a premium
for  their  shares  upon a  change  of  control.  Texas  law and  the  following
provisions,  among others, of our articles of  incorporation,  bylaws and rights
plan could have the effect of  delaying  or  preventing  a change of control and
could prevent holders of our common stock from receiving such a premium:

                                       15
<PAGE>



o        We are subject to a provision of Texas corporate law that
         prohibits us from engaging in a business combination with any
         shareholder for three years from the date that person became
         an affiliated shareholder by beneficially owning 20% or more
         of our outstanding common stock, unless specified conditions
         are met.

o        Special meetings of shareholders may not be called by anyone
         other than our board of directors, its chairman, president, or
         the holders of at least one-tenth of all shares entitled to
         vote at the meeting.

o        Our board of directors has the authority to issue up to
         1,000,000 shares of "blank-check" preferred stock and to
         determine the voting rights and other privileges of these
         shares without any vote or action by our shareholders.

o        We have issued "poison pill" rights to purchase Series A
         Junior Participating Preferred Stock under our rights plan,
         whereby the ownership of our shares by a potential acquirer
         can be significantly diluted by the sale at a significant
         discount of additional shares of our common stock to all other
         shareholders, which could discourage unsolicited acquisition
         proposals.

ITEM 1B. UNRESOLVED STAFF COMMENTS

         None.

ITEM  2. PROPERTIES

     Information  regarding the location and general  character of our principal
assets may be found in the table with the  caption  heading  "Offshore  Drilling
Operations" in the Company's Annual Report to Shareholders for fiscal year 2005,
which is incorporated by reference herein.

     Collectively  since fiscal year 1997, we expended $340 million in upgrading
seven  offshore  mobile  drilling  units.  The timing  and costs of the  various
upgrades are as follows:


                                       16
<PAGE>




                                          YEAR UPGRADE
           DRILLING UNITS                  COMPLETED            COST OF UPGRADE
  --------------------------------- ------------------------  -----------------
                                                                  (In Millions)

   ATWOOD HUNTER (PHASE I)                    1997                     $ 40
   ATWOOD SOUTHERN CROSS                      1997                       35
   ATWOOD FALCON                              1998                       45
   VICKSBURG                                  1998                       35
   SEAHAWK                                    1999                       22
   ATWOOD EAGLE (PHASE I)                     2000                        8
   RICHMOND                                   2000                        7
   ATWOOD HUNTER (PHASE II)                   2001                       58
   ATWOOD EAGLE (PHASE II)                    2002                       90
                                                                      -----
                                                                       $340

     In August 2003, our eighth active drilling unit, the newbuild ultra-premium
jack-up,  ATWOOD  BEACON,  commenced  its initial  drilling  contract  following
completion of construction and commissioning. This drilling unit was constructed
at a cost of  approximately  $120  million.  On July 25, 2004,  all three of the
ATWOOD  BEACON'S  legs and its  derrick  were  damaged  while  the rig was being
positioned.  The rigs and its legs were transported to the builder's shipyard in
Singapore for  inspection  and repairs which were completed in January 2005. For
more information  concerning  these costs, see Note 3 in Consolidated  Financial
Statements  contained in our Annual Report to Shareholders for fiscal year 2005,
incorporated by reference herein.

     Subsequent to the end of our fiscal year 2005, in October 2005, we sold our
semisubmersible  hull, SEASCOUT,  that we had purchased in 2000, for $10 million
(net after  certain  expenses),  which  resulted in a gain of  approximately  $1
million.  We  purchased  this hull for a  possible  upgrade  to a tender  assist
vessel,  but we never identified an acceptable  contract  opportunity.  Also, in
October 2005, we sold our spare 15,000 P.S.I.  BOP stack for  approximately  $15
million,  which resulted in an after tax gain of  approximately  $8 million.  We
completed  this stack in 2003 for a  possible  future  contractual  requirement;
however,  the stack had never been  utilized  and we had no current  contractual
requirements for its use.

ITEM  3. LEGAL PROCEEDINGS

     We are party to a number of lawsuits which are ordinary, routine litigation
incidental  to our  business,  the  outcome  of which,  individually,  or in the
aggregate,  is not expected to have a material  adverse  effect on our financial
condition, results of operations or cash flows.

ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

     During the fourth quarter of fiscal year 2005, no matters were submitted to
a vote of shareholders through the solicitation of proxies or otherwise.

PART II

ITEM  5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
         MATTERS


    We have  approximately  2,800  beneficial  owners of our common stock based
upon a report  provided to us by a third  party  shareholder  services  provider
dated  December  9,  2005.  Our  common  stock is traded  on the New York  Stock
Exchange.


    We did not pay cash dividends in fiscal years 2004 or 2005 and we do
not anticipate paying cash dividends in the foreseeable future because of the
capital-intensive nature of our business. To enable us to maintain our high
competitive profile in the industry, we expect to utilize cash reserves at the
appropriate time to upgrade existing equipment or to acquire additional
equipment. Our credit facility prohibits payment of cash dividends on common
stock without lender approval.

    Market information concerning our common stock may be found under the
caption heading "Stock Price Information" in our Annual Report to Shareholders
for fiscal year 2005, which is incorporated by reference herein.


                                       17
<PAGE>

    Equity compensation plan information required by this item may be found
in Note 6 to Consolidated Financial Statements contained in our Annual Report to
Shareholders for fiscal year 2005, which is incorporated by reference herein.

ITEM  6. SELECTED FINANCIAL DATA

     Information required by this item may be found under the caption "Five Year
Financial  Review" in our Annual  Report to  Shareholders  for fiscal year 2005,
which is incorporated by reference herein.

ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     Information  required  by this  item may be found in our  Annual  Report to
Shareholders for fiscal year 2005, which is incorporated by reference herein.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information   required  by  this  item  may  be  found  under  the  caption
"Disclosures  About Market Risk" in the Company's  Annual Report to Shareholders
for fiscal year 2005, which is incorporated by reference herein.

ITEM  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information  required  by this  item may be found in our  Annual  Report to
Shareholders for fiscal year 2005, which is incorporated by reference herein.

ITEM  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

ITEM 9A.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     Our management,  with the  participation of our Chief Executive Officer and
Chief Financial Officer,  evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and procedures as of the end of the period covered
by this report have been  designed and are  functioning  effectively  to provide
reasonable  assurance that the information required to be disclosed by us in our
periodic SEC filings is recorded, processed,  summarized and reported within the
time periods  specific in the SEC's rules and forms.  We believe that a controls
system,  no matter how well  designed  and  operated,  cannot  provide  absolute
assurance that the objectives of the controls  system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

(b)  Management's Annual Report on Internal Control over Financial Reporting

     A copy of our  Management's  Report  of  Internal  Control  over  Financial
Reporting is included in our Annual Report to Shareholders for fiscal year 2005,
which is incorporated by reference herein.

(c)  Attestation Report of the Independent Registered Public Accounting Firm.

     A copy  of the  attestation  report  of  PricewaterhouseCoopers,  LLP,  our
independent  registered  public accounting firm is included in our Annual Report
to Shareholders for fiscal year 2005, which is incorporated by reference herein.

(d)  Change in Internal Control over Financial Reporting

     No change in our internal control over financial  reporting occurred during
the fiscal quarter  covered by this report that has materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                       18
<PAGE>

ITEM 9B.  OTHER INFORMATION

         None.

PART III

ITEM  10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     This  information is  incorporated  by reference from our definitive  Proxy
Statement for the Annual Meeting of Shareholders to be held February 9, 2006, to
be filed with the SEC not later  than 120 days after the end of the fiscal  year
covered by this Form 10-K.

ITEM  11.  EXECUTIVE COMPENSATION

     This  information is  incorporated  by reference from our definitive  Proxy
Statement for the Annual Meeting of Shareholders to be held February 9, 2006, to
be filed with the SEC not later  than 120 days after the end of the fiscal  year
covered by this Form 10-K.

ITEM  12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     This  information is  incorporated  by reference from our definitive  Proxy
Statement for the Annual Meeting of Shareholders to be held February 9, 2006, to
be filed with the SEC not later  than 120 days after the end of the fiscal  year
covered by this Form 10-K.

ITEM  13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     This  information is  incorporated  by reference from our definitive  Proxy
Statement for the Annual Meeting of Shareholders to be held February 9, 2006, to
be filed with the SEC not later  than 120 days after the end of the fiscal  year
covered by this Form 10-K.

ITEM  14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

     This  information is  incorporated  by reference from our definitive  Proxy
Statement for the Annual Meeting of Shareholders to be held February 9, 2006, to
be filed with the SEC not later  than 120 days after the end of the fiscal  year
covered by this Form 10-K.

PART IV

ITEM  15.  EXHIBITS AND FINANCIAL STATEMENTS

(a) FINANCIAL STATEMENTS AND EXHIBITS

1.       FINANCIAL STATEMENTS


     The   following   financial   statements,   together  with  the  report  of
PricewaterhouseCoopers  LLP dated  December  13 , 2005  appearing  in our Annual
Report to  Shareholders  for fiscal year 2005,  are  incorporated  by  reference
herein:


         Report of Independent Registered Public Accounting Firm

         Consolidated Balance Sheets as of September 30, 2005 and 2004

         Consolidated Statements of Operations for each of the three years
         in the period ended September 30, 2005

         Consolidated Statements of Cash Flows for each of the three
         years in the period ended September 30, 2005

         Consolidated Statements of Changes in Shareholders' Equity for
         each of the three years in the period ended September 30, 2005

                                       19
<PAGE>


         Notes to Consolidated Financial Statements

2.       EXHIBITS

          See the "EXHIBIT INDEX" for a listing of all of the Exhibits
          filed as part of this report.

          The management contracts and compensatory plans or
          arrangements required to be filed as exhibits to this report
          are as follows:

          Atwood Oceanics, Inc. 1990 Stock Option Plan - See Exhibit 10.1.1
          hereof.

          Form of Atwood Oceanics, Inc. Stock Option Agreement (1990 Stock
          Option Plan) - See Exhibit 10.1.2 hereof.

          Amendment No.1 to the Atwood Oceanics, Inc. 1990 Stock Option Plan -
          See Exhibit 10.1.3 hereof.

          Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
          Agreement (1990 Stock Option Plan) - See Exhibit 10.1.4 hereof.

          Atwood Oceanics, Inc. 1996 Incentive Equity Plan - See Exhibit 10.3.1
          hereof.

          Form of Atwood Oceanics, Inc. Stock Option Agreement (1996 Incentive
          Equity Plan) - See Exhibit 10.3.2 hereof.

          Amendment No. 1 to Atwood Oceanics, Inc. 1996 Incentive Equity Plan -
          See Exhibit 10.3.3 hereof.

          Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
          Agreement (1996 Incentive Equity Plan) - See Exhibit 10.3.4 hereof.

          Amendment No. 2 to Atwood Oceanics, Inc. 1996 Incentive Equity Plan -
          See Exhibit 10.3.5 hereof.

          Atwood Oceanics, Inc. 2001 Stock Incentive Plan - See Exhibit 10.3.6
          hereof.

          Form of Atwood Oceanics, Inc. Stock Option Agreement (2001 Stock
          Incentive Plan) - See Exhibit 10.3.7 hereof.

          Form of Atwood Oceanics, Inc. Restricted Stock Award Agreement
          (2001 Stock Incentive Plan) - See Exhibit 10.3.8 hereof.


          Atwood Oceanics, Inc. Retention Plan for Certain Salaried
          Employees dated effective as of January 1, 2005 - See Exhibit
          10.4.1 hereof.

          Atwood Oceanics, Inc. Retention Plan for Certain Salaried
          Employees dated effective as of January 1, 2006 - See Exhibit
          10.4.2 hereof.

          Executive Agreement dated as of September 18, 2002 between the
          Company and John R. Irwin - See Exhibit 10.5.1 hereof.

          Executive Agreement dated as of September 18, 2002 between the
          Company and James M. Holland - See Exhibit 10.5.2 hereof.

          Executive Agreement dated as of September 18, 2002 between the
          Company and Glen P. Kelley - See Exhibit 10.5.3 hereof.


          (b)      NONE

          (c)      NONE

                                       20
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       ATWOOD OCEANICS, INC.

                                       /S/JOHN R. IRWIN
                                       -----------------------
                                       JOHN R. IRWIN, President and Chief
                                       Executive Officer

                                       DATE:  December  14, 2005


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>

<S>                                                    <C>
 /S/ JAMES M. HOLLAND                                 /S/ JOHN R. IRWIN
 --------------------                                 -----------------
 JAMES M. HOLLAND                                     JOHN R. IRWIN
 Senior Vice President and Chief Financial Officer    President, Chief Executive Officer
 and (Principal Financial and Accounting Officer)     Director
 Date:  December 14, 2005                             (Principal Executive Officer)
                                                      Date:  December 14, 2005

 /S/ ROBERT W. BURGESS                                /S/ GEORGE S. DOTSON
 ---------------------                                --------------------
 ROBERT W. BURGESS                                    GEORGE S. DOTSON
 Director                                             Director
 Date:  December 14, 2005                             Date:  December 14, 2005

 /S/ HANS HELMERICH                                   /S/ WILLIAM J. MORRISSEY
 ------------------                                   ------------------------
 HANS HELMERICH                                       WILLIAM J. MORRISSEY
 Director                                             Director
 Date:  December 14, 2005                             Date:  December 14, 2005

 /S/ DEBORAH A. BECK
 DEBORAH A. BECK
 Director
 DATE:  December 14, 2005
</TABLE>


                                       21
<PAGE>


                                  EXHIBIT INDEX

3.1.1    Restated Articles of Incorporation dated January 25, 1972 (Incorporated
         herein by reference to Exhibit 3.1.1 of our Form 10-K for the year
         ended September 30, 2002).

3.1.2    Articles of Amendment dated March 28, 1975 (Incorporated herein by
         reference to Exhibit 3.1.2 of our Form 10-K for the year ended
         September 30, 2002).

3.1.3    Articles of Amendment dated March 20, 1992 (Incorporated herein by
         reference to Exhibit 3.1.3 of our Form 10-K for the year ended
         September 30, 2002).

3.1.4    Articles of Amendment dated November 7, 1997 (Incorporated herein by
         reference to Exhibit 3.1.4 of our Form 10-K for the year ended
         September 30, 2002).

3.1.5    Certificate of Designations of Series A Junior Participating Preferred
         Stock of Atwood Oceanics, Inc. dated October 17, 2002 (Incorporated
         herein by reference to Exhibit 3.1.5 of our Form 10-K for the year
         ended September 30, 2002).

3.2      Bylaws,  as amended and  restated  (Incorporated  herein by reference
         to Exhibit 3.2 of our Form 10-K for the year ended September 30, 1993).

4.1      Rights Agreement dated effective October 18, 2002 between the Company
         and Continental Stock Transfer & Trust Company (Incorporated herein by
         reference to Exhibit 4.1 of our Form 8-A filed October 21, 2002.)

10.1.1   Atwood Oceanics,  Inc. 1990 Stock Option Plan  (Incorporated  herein
         by reference to Exhibit 10.2 of our Form 10-K for the year ended
         September 30, 1993).

10.1.2   Form of Atwood Oceanics, Inc. Stock Option Agreement - 1990 Stock
         Option Plan (Incorporated herein by reference to Exhibit 10.1.2 of our
         Form 10-K for the year ended September 30, 1999).

10.1.3   Amendment  No. 1 to the Atwood  Oceanics,  Inc. 1990 Stock Option Plan
         (Incorporated  herein by reference to  Exhibit 10.1.3 of our Form 10-K
         for the year ended September 30, 1999).

10.1.4   Form of  Amendment  No. 1 to the  Atwood  Oceanics,  Inc.  Stock
         Option  Agreement  1990 Stock  Option  Plan (Incorporated herein by
         reference to Exhibit 10.1.4 of our Form 10-K for the year ended
         September 30, 1999).

10.3.1   Atwood  Oceanics,  Inc. 1996 Incentive Equity Plan  (Incorporated
         herein by reference to Exhibit 10.1 of our Form 10-Q for the quarter
         ended June 30, 1997).

10.3.2   Form of Atwood Oceanics, Inc. Stock Option Agreement - 1996 Incentive
         Equity Plan (Incorporated herein by reference to our Form 10-K for the
         year ended September 30, 1999).

10.3.3   Amendment No. 1 to the Atwood  Oceanics,  Inc. 1996 Incentive Equity
         Plan  (Incorporated  herein by reference
         to our Form 10-K for the year ended September 30, 1999).

10.3.4   Form of Amendment No. 1 to the Atwood  Oceanics,  Inc. Stock Option
         Agreement  -1996  Incentive  Equity Plan  (Incorporated herein by
         reference to Exhibit 10.3.4 of our Form 10-K for the year ended
         September 30, 1999).

10.3.5   Amendment No. 2 to the Atwood  Oceanics,  Inc. 1996 Incentive Equity
         Plan  (Incorporated  herein by reference
         to Appendix A to our Form DEF14A filed January 12, 2001).

10.3.6   Atwood Oceanics,  Inc. 2001 Stock Incentive Plan (Incorporated  herein
         by reference to Appendix A to our Form DEF14A filed January 15, 2002).


*10.3.7  Form of Atwood Oceanics, Inc. Stock Option Agreement - 2001 Stock
         Incentive Plan

*10.3.8  Form of Atwood Oceanics, Inc. Restricted Stock Award Agreement - 2001
         Stock Incentive Plan.

                                       22
<PAGE>

10.4.1   Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees
         dated as of January 1, 2005 (Incorporated herein by reference to
         Exhibit 10.4.2 of our Form 10-K for the year ended September 30, 2004).

*10.4.2  Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees
         dated as of January 1, 2006.

10.5.1   Executive Agreement dated as of September 18, 2002 between the Company
         and John R. Irwin (Incorporated herein by reference to Exhibit 10.5.1
         of our Form 10-K for the year ended September 30, 2002).

10.5.2   Executive Agreement dated as of September 18, 2002 between the Company
         and James M. Holland (Incorporated herein by reference to Exhibit
         10.5.2 of our Form 10-K for the year ended September 30, 2002).

10.5.3   Executive Agreement dated as of September 18, 2002 between the Company
         and Glen P. Kelley (Incorporated herein by reference to Exhibit 10.5.3.
         of our Form 10-K for the year ended September 30, 2002).

10.7     Credit Agreement for $225 million dated April 1, 2003 among the
         Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc
         and other Financial Institutions. (Incorporated herein by reference to
         Exhibit 99.1 of our 8-K filed April 7, 2003).

10.8     Pooled Assignment and First Amendment to Credit Agreement dated June
         27, 2003 among the Company, Atwood Oceanics Pacific Limited and Nordea
         Bank Finland Plc and other Financial Institutions (Incorporated herein
         by reference to Exhibit 99.1 of our Form 8-K filed July 30, 2003).

10.9     Second Amendment to Credit Agreement dated June 27, 2003 among the
         Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc
         and other Financial Institutions (Incorporated herein by reference to
         Exhibit 99.2 of our Form 8-K filed July 30, 2003).

10.10    Third Amendment to Credit Agreement dated November 12, 2003 among the
         Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc
         and other Financial Institutions. (Incorporated herein of reference to
         Exhibit 99.2 of our Form 8-K filed November 13, 2003).

*13.1    Annual Report to Shareholders.

*21.1    List of Subsidiaries.

*23.1    Consent of Independent Registered Public Accounting Firm.

*31.1    Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

*31.2    Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

*32.1    Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

*32.2    Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.

         *Filed herewith