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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                DATE OF EARLIEST EVENT REPORTED: August 31, 2005


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



                         COMMISSION FILE NUMBER 1-13167


        Internal Revenue Service - Employer Identification No. 74-1611874


                15835 Park Ten Place Drive, Houston, Texas, 77084
                                 (281) 749-7800

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01 OTHER EVENTS

     On August 31,  2005,  the Company  announced  that it has  entered  into an
agreement  with a  Norwegian  company  to sell  the  SEASCOUT,  subject  to U.S.
Maritime  Administration  (MARAD)  approval,  for $10 million (net after certain
expenses),  which will result in a gain of  approximately  $1 million  ($.06 per
diluted  share after tax effect).  The SEASCOUT  has been  cold-stack  since its
purchase in 2000.  Subject to MARAD approval,  the sale is expected to be closed
in September, 2005.


     A copy of the press  release  announcing  the sale of the SEASCOUT is filed
with the Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 EXHIBITS

EXHIBIT NO.

EX-99.1  Press Release dated August 31, 2005

     Statements  contained  in  this  report  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various  factors:  the  Company's  dependence  on the oil and gas
industry;  the  risks  involved  in  the  construction  and  repair  of  a  rig;
competition;  operating  risks;  risks  involved  in foreign  operations;  risks
associated  with  possible  disruption in  operations  due to  terrorism;  risks
associated with a possible disruption in operations due to war; and governmental
regulations and environmental  matters. A list of additional risk factors can be
found in the Company's  annual report on Form 10-K for the year ended  September
30, 2004, filed with the Securities and Exchange Commission.


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SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                ATWOOD OCEANICS, INC.
                                (Registrant)



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

                                DATE: August 31, 2005



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                                  EXHIBIT INDEX


EXHIBIT NO.                   DESCRIPTION


EX - 99.1            Press Release dated August 31, 2005




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                                                             EXHIBIT EX. - 99.1


                   ATWOOD OCEANICS ANNOUNCES SALE OF SEASCOUT

Houston, Texas
31 August 2005

FOR IMMEDIATE RELEASE

     Atwood  Oceanics,  Inc. (a Houston based  International  Offshore  Drilling
Contractor  - NYSE ATW)  announced  today that it has entered  into an agreement
with a  Norwegian  company  to sell  the  SEASCOUT,  subject  to  U.S.  Maritime
Administration  (MARAD) approval,  for $10 million (net after certain expenses),
which will result in a gain of  approximately $1 million ($.06 per diluted share
after tax effect).  The SEASCOUT has been cold-stack since its purchase in 2000.
Subject to MARAD approval, the sale is expected to be closed in September, 2005.




     Statements  contained  in this  release  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various  factors;  the  Company's  dependence  on the oil and gas
industry;  the risks  involved in upgrade to the  Company's  rigs;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible   disruptions  in  operations  due  to  terrorism;   and   governmental
regulations and environmental  matters. A list of additional risk factors can be
found in the Company's  Annual Report on Form 10-K for the year ended  September
30, 2004, filed with the Securities and Exchange Commission.


                                                  Contact:  Jim Holland
                                                         (281) 749-7804

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