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                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

                                 CURRENT REPORT

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


                DATE OF EARLIEST EVENT REPORTED: February 6, 2007


                              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 2.02         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On February 6, 2007, the Company announced its earnings for the Fiscal Year
2007  First  Quarter  ended  December  31,  2006.  A copy of the  press  release
summarizing  these  earnings is filed with this Form 8-K as Exhibit  99.1 and is
incorporated herein by reference.

     Additional   information   with  respect  to  the  Company's   consolidated
statements of operations  for the three months ended  December 31, 2006 and 2005
and an analysis of revenues  and  contract  drilling  costs for the three months
ended  December  31,  2006 are  attached  hereto  as  Exhibits  99.2  and  99.3,
respectively,  which are being  furnished;  however,  should not be deemed to be
filed under Section 18 of the Exchange Act.


     Statements  contained  in  this  report  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various factors  including;  the Company's  dependence on the oil
and gas industry;  the risks involved the  construction  of a rig;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible  disruption in operations  due to terrorism;  risks  associated  with a
possible  disruption  in  operations  due to a war with Iraq;  and  governmental
regulations and environmental  matters. A list of additional risk factors can be
found in the Company's  annual report on Form 10-K for the year ended  September
30, 2006, filed with the Securities and Exchange Commission.



ITEM 9.01                    EXHIBITS

EXHIBIT 99.1    PRESS RELEASE DATED FEBRUARY 6, 2007

EXHIBIT 99.2    CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS
                ENDED DECEMBER 31, 2006 AND 2005

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







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SIGNATURES

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


                                                   ATWOOD OCEANICS, INC.
                                                   (Registrant)



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

                                                   DATE:    February 6, 2007



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                                  EXHIBIT INDEX


EXHIBIT NO.                       DESCRIPTION

99.1     Press Release dated February 6, 2007

99.2     Consolidated Statements of Operations for the Three Months ended
         December 31, 2006 and 2005

99.3     Analysis of Revenues and Drilling Costs for the Three Months
         ended December 31, 2006





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