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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: October 24, 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 October 24, 2005,  the Company  announced  that on October 21, 2005,  it
sold its spare 15,000 P.S.I. BOP stack to a Norwegian  company for approximately
$15 million,  which will result in an after tax gain of approximately $6 million
or $.38 per  diluted  share.  The  Company  completed  this  stack in 2003 for a
possible  future  contractual  requirement;  however,  the stack has never  been
utilized and the Company has no current contractual  requirements for the use of
this stack.

     A copy of the press release  announcing  the sale of the 15,000 P.S.I.  BOP
Stack is filed with the Form 8-K as Exhibit 99.1 and is  incorporated  herein by
reference.

     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.



ITEM 9.01 EXHIBITS

EXHIBIT NO.


EX-99.1  Press Release dated October 24, 2005




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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: October 24, 2005




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                                  EXHIBIT INDEX


EXHIBIT NO.                    DESCRIPTION



EX - 99.1             Press Release dated October 24, 2005





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                                                              EXHIBIT EX. - 99.1



          ATWOOD OCEANICS ANNOUNCES SALE OF ITS 15,000 P.S.I. BOP STACK

Houston, Texas
24 October 2005


FOR IMMEDIATE RELEASE


     Atwood  Oceanics,  Inc. (a Houston based  International  Offshore  Drilling
Contractor - NYSE ATW)  announced  today that on October 21,  2005,  it sold its
spare  15,000  P.S.I.  BOP stack to a Norwegian  company for  approximately  $15
million,  which will result in an after tax gain of  approximately $6 million or
$.38 per diluted share. The Company  completed this stack in 2003 for a possible
future contractual  requirement;  however, the stack has never been utilized and
the Company has no current contractual requirements for the use of this stack.


     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.


                                                       Contact:  Jim Holland
                                                              (281) 749-7804

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