As filed with the Securities and Exchange Commission on February 19, 2007
                                                  Registration No. 333-
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ATWOOD OCEANICS, INC.
             (Exact name of registrant as specified in its charter)
           Texas                                             74-1611874
(State or other jurisdiction of                          (I. R. S. Employer
incorporation or organization)                           Identification No.)
                           15835 Park Ten Place Drive
                              Houston, Texas 77084
                    (Address of principal executive offices)

                              ATWOOD OCEANICS, INC.
                          2007 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                James M. Holland
                Senior Vice President and Chief Financial Officer
                              Atwood Oceanics, Inc.
                           15835 Park Ten Place Drive
                              Houston, Texas 77084
                                 (281) 749-7800
            (Name, address and telephone number of agent for service)

                                   Copies to:

                           Strasburger & Price, L.L.P.
                           1401 McKinney St., Ste 2200
                              Houston, Texas 77010
                                 (713) 951-5600
                          Attn: W. Garney Griggs, Esq.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
======================================================================================================================
                                                     Proposed maximum      Proposed maximum
    Title of securities to be       Amount to be    offering price per    aggregate offering          Amount of
           registered              registered (1)       share (2)             price (2)           registration fee

<S>                                <C>                   <C>                 <C>                     <C>
Common Stock, $1.00 par value      2,000,000             $48.315             $96,630,000             $10,339.41
per share (including the           shares and
associated Series A Junior         associated
Participating Preferred Stock      Series A
purchase rights)                   Junior
                                   Participating
                                   Preferred
                                   Stock purchase
                                   rights
======================================================================================================================
</TABLE>
(1)  Represents the maximum aggregate number of shares of common stock that can
     be awarded to or purchased by Participants under the Atwood Oceanics, Inc.
     2007 Long-Term Incentive Plan described herein. Pursuant to Rule 416, this
     registration statement shall be deemed to cover any additional securities
     offered or issued to prevent dilution resulting from stock splits, stock
     dividends, or similar transactions.
(2)  Estimated solely for purposes of computing the amount of the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended, based on the average of the high and low prices for our common
     stock on the New York Stock Exchange on February 16, 2007.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*The documents containing the information required in Part I will be sent or
given to employees, officers, directors or others as specified by Rule 428 under
the Securities Act of 1933, or Securities Act. In accordance with the rules and
regulations of the Securities and Exchange Commission, or SEC, and the Note to
Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         We incorporate herein by reference the following documents filed with
the SEC pursuant to the Securities Exchange Act of 1934, as amended, or Exchange
Act (excluding such documents or portions thereof that are not deemed "filed"
under the Exchange Act and applicable SEC rules and regulations):

         (a)      Description of our common stock, par value $1.00 per share,
                  contained in our registration statement on Form 8-A,
                  filed July 2, 1997;

         (b)      Description of Series A Junior Participating Preferred Stock
                  purchase rights associated with our common stock, contained in
                  the post effective amendment No. 1 to our registration
                  statement on Form 8-A, filed April 5, 2006;

         (c)      Annual Report on Form 10-K of the Registrant for the fiscal
                  year ended September 30, 2006, filed December 13, 2006;

         (d)      Quarterly report on Form 10-Q, for the quarter ended December
                  31, 2006, filed February 8, 2007;

         (e)      Current reports on Form 8-K, filed October 11, 2006; October
                  18, 2006; November 9, 2006; November 17, 2006; December 7,
                  2006; January 5, 2007; January 10, 2007; January 23, 2007;
                  February 1, 2007; February 6, 2007; and February 16, 2007; and

         (f)      All documents subsequently filed by with the SEC pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of Exchange Act prior to
                  the filing of a post-effective amendment which indicates that
                  all securities offered hereby have been sold or which
                  deregisters all such securities then remaining unsold.

         Statements in subsequently filed incorporated documents or in any
accompanying prospectus supplement will modify and supersede the statement
contained in this registration statement and become a part hereof from the date
of the filing of those documents.

Item 4.  Description of Securities.

         Not applicable.

                                       2
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article IV, Section 3 of our Second Amended and Restated By-Laws states
that we shall indemnify and advance expenses to directors, officers, employees
and agents to the maximum extent permissible under the Texas Business
Organization Code, or TBOC.

         Article VII of our Amended and Restated Certificate of Formation
precludes any personal liability by a director to us or our shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except for liability for (1) any breach of the director's duty of
loyalty to us or our shareholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) a
transaction from which the director received an improper personal benefit, or
(4) an act or omission for which the liability of a director is expressly
provided for by statute. Article VII also provides that the liability of
directors shall be eliminated or limited to the fullest extent permitted by
TBOC.

         While Article VII provides directors with protection from awards of
monetary damages for breaches of the duty of care, it does not eliminate each
director's duty of care. Accordingly, Article VII has no effect on the
availability of an equitable remedy such as an injunction or rescission based
upon a director's breach of the duty of care. In addition, Article VII applies
only to claims against the director arising out of his or her role as a
director, and does not apply to the director's role as an officer or in any
capacity other than that of a director or to the director's responsibilities
under other law, such as the federal securities laws. Article VII relates only
to liabilities of directors to us and our shareholders, and does not affect
liability to third parties.

         We maintain an officers' and directors' liability insurance policy
covering all of our officers and directors. The effect of such policy is to
indemnify our officers and directors against losses incurred by them while
acting in such capacities.

         Insofar as indemnification by us for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
our directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
     No.
                                   Description

4.1      Amended and Restated Certificate of Formation dated February 9, 2006
         (incorporated by reference to Exhibit 3.1 of our Form
         8-K filed February 14, 2006).

4.2      Second Amended and Restated By-Laws dated May 5, 2006 (incorporated by
         reference to Exhibit 3.2 to our quarterly report on
         Form 10-Q for the quarter ended March 31, 2006).

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

4.4      Certificate of Adjustment of Atwood Oceanics, Inc. dated March 17,
         2006 (incorporated by reference to Exhibit 4.1 to our
         Form 8-K filed March 23, 2006).

                                      3
<PAGE>
4.5      Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan (incorporated by
         reference to Appendix B of our Proxy Statement on Form
         DEF 14A dated January 9, 2007).

*5.1     Opinion of Strasburger & Price, L.L.P.

*23.1    Consent of PricewaterhouseCoopers LLP.

*23.2    Consent of Strasburger & Price, L.L.P. (contained in opinion filed as
         Exhibit 5.1).

*24.1    Power of Attorney (included on the signature page of this registration
         statement).

*Filed herewith

                                       4
<PAGE>



Item 9.  Undertakings.

     (a) Atwood Oceanics, Inc. hereby undertakes:

              (1)    To file, during any period in which offers or sales
                     are being made, a post-effective amendment to this
                     registration statement:

                   (i)     To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                   (ii)    To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the
                           form of prospectus filed with the Securities and
                           Exchange Commission pursuant to Rule 424(b) if, in
                           the aggregate, the changes in volume and price
                           represent no more than a 20 percent change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                   (iii)   To include any material information with
                           respect to the plan of distribution not
                           previously disclosed in the registration
                           statement or any material change to such
                           information in the registration statement;

                     Provided, however, that paragraphs (a)(1)(i) and
                     (a)(1)(ii) above do not apply if the information
                     required to be included in a post-effective amendment
                     by those paragraphs is contained in reports filed
                     with or furnished to the Securities and Exchange
                     Commission by Atwood Oceanics, Inc. pursuant to
                     section 13 or section 15(d) of the Securities
                     Exchange Act of 1934 that are incorporated by
                     reference in the registration statement.

              (2)    That, for the purpose of determining any liability
                     under the Securities Act of 1933, each such
                     post-effective amendment shall be deemed to be a new
                     registration statement relating to the securities
                     offered therein, and the offering of such securities
                     at that time shall be deemed to be the initial bona
                     fide offering thereof.

              (3)    To remove from registration by means of a
                     post-effective amendment any of the securities being
                     registered which remain unsold at the termination of
                     the offering.

     (b) Atwood Oceanics, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and

                                       5
<PAGE>

controlling persons pursuant to the foregoing provisions, or otherwise, Atwood
Oceanics, Inc. has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Atwood
Oceanics, Inc. of expenses incurred or paid by a director, officer or
controlling person of Atwood Oceanics, Inc. in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Atwood Oceanics, Inc.
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Atwood
Oceanics, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 19, 2007.

                                     ATWOOD OCEANICS, INC.

                                     /s/JAMES M. HOLLAND
                                     James M. Holland
                                     Senior Vice President,
                                     Chief Financial Officer,
                                     Chief Accounting  Officer and
                                     Secretary


                                       6
<PAGE>


                                POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John R. Irwin and James M. Holland his or her
true and lawful attorney or attorneys-in-fact and agents, with full power to act
with or without the other and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in any and all
capacities, any or all amendments (including pre-effective and post-effective
amendments) to this Registration Statement and any registration statement for
the same offering filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform in the name and on behalf of the undersigned, in
any and all capacities, each and every act and thing necessary or desirable to
be done in and about the premises, to all intents and purposes and as fully as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.


/S/ JOHN R. IRWIN                          /S/ JAMES M. HOLLAND
JOHN R. IRWIN                              JAMES M. HOLLAND
President, Chief Executive                 Senior Vice President
Officer and Director                       and Chief Financial Officer
(Principal Executive Officer)              (Principal Financial and Accounting
Date:  February 19, 2007                   Officer)
                                           Date:  February 19, 2007




/S/ ROBERT W. BURGESS                      /S/ GEORGE S. DOTSON
ROBERT W. BURGESS                          GEORGE S. DOTSON
Director                                   Director
Date:  February 19, 2007                   Date:  February 19, 2007



/S/ HANS HELMERICH                         /S/ WILLIAM J. MORRISSEY
HANS HELMERICH                             WILLIAM J. MORRISSEY
Director                                   Director
Date:  February 19, 2007                   Date:  February 19, 2007



/S/ DEBORAH A. BECK                        /S/ JAMES R. MONTAGUE
DEBORAH A. BECK                            JAMES R. MONTAGUE
Director                                   Director
Date:  February 19, 2007                   Date:  February 19, 2007



                                       7
<PAGE>


                                INDEX OF EXHIBITS

Exhibit
     No.
                                   Description

4.1      Amended and Restated Certificate of Formation dated February 9, 2006
         (incorporated by reference to Exhibit 3.1 of our Form
         8-K filed February 14, 2006).

4.2      Second Amended and Restated By-Laws dated May 5, 2006 (incorporated
         by reference to Exhibit 3.2 to our quarterly report on
         Form 10-Q for the quarter ended March 31, 2006).

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

4.4      Certificate of Adjustment of Atwood Oceanics, Inc. dated March 17,
         2006 (incorporated by reference to Exhibit 4.1 to our
         Form 8-K filed March 23, 2006).

4.5      Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan (incorporated by
         reference to Appendix B of our Proxy Statement on Form
         DEF 14A dated January 9, 2007).

*5.1     Opinion of Strasburger & Price, L.L.P.

*23.1    Consent of PricewaterhouseCoopers LLP.

*23.2    Consent of Strasburger & Price, L.L.P. (contained in opinion filed as
         Exhibit 5.1).

*24.1    Power of Attorney (included on the signature page of this registration
         statement).

*Filed herewith

                                       8
[{"type": "S-8", "sequence": "1", "filename": "fs82192007.txt", "secsgml_size_bytes": 21689}]
{"company-data": {"conformed-name": "ATWOOD OCEANICS INC", "cik": "0000008411", "assigned-sic": "1381", "irs-number": "741611874", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-140781", "film-number": "07634137"}, "business-address": {"street1": "15835 PARK TEN PL DR", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "2817497845"}, "mail-address": {"street1": "15835 PARK TEN PL DR", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77084"}}
As filed with the Securities and Exchange Commission on February 19, 2007
                                                  Registration No. 333-
===============================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ATWOOD OCEANICS, INC.
             (Exact name of registrant as specified in its charter)
           Texas                                             74-1611874
(State or other jurisdiction of                          (I. R. S. Employer
incorporation or organization)                           Identification No.)
                           15835 Park Ten Place Drive
                              Houston, Texas 77084
                    (Address of principal executive offices)

                              ATWOOD OCEANICS, INC.
                          2007 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                James M. Holland
                Senior Vice President and Chief Financial Officer
                              Atwood Oceanics, Inc.
                           15835 Park Ten Place Drive
                              Houston, Texas 77084
                                 (281) 749-7800
            (Name, address and telephone number of agent for service)

                                   Copies to:

                           Strasburger & Price, L.L.P.
                           1401 McKinney St., Ste 2200
                              Houston, Texas 77010
                                 (713) 951-5600
                          Attn: W. Garney Griggs, Esq.

                         CALCULATION OF REGISTRATION FEE

======================================================================================================================
                                                     Proposed maximum      Proposed maximum
    Title of securities to be       Amount to be    offering price per    aggregate offering          Amount of
           registered              registered (1)       share (2)             price (2)           registration fee
Common Stock, $1.00 par value      2,000,000             $48.315             $96,630,000             $10,339.41
per share (including the           shares and
associated Series A Junior         associated
Participating Preferred Stock      Series A
purchase rights)                   Junior
                                   Participating
                                   Preferred
                                   Stock purchase
                                   rights
======================================================================================================================
(1)  Represents the maximum aggregate number of shares of common stock that can
     be awarded to or purchased by Participants under the Atwood Oceanics, Inc.
     2007 Long-Term Incentive Plan described herein. Pursuant to Rule 416, this
     registration statement shall be deemed to cover any additional securities
     offered or issued to prevent dilution resulting from stock splits, stock
     dividends, or similar transactions.
(2)  Estimated solely for purposes of computing the amount of the registration
     fee in accordance with Rule 457(h) under the Securities Act of 1933, as
     amended, based on the average of the high and low prices for our common
     stock on the New York Stock Exchange on February 16, 2007.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*The documents containing the information required in Part I will be sent or
given to employees, officers, directors or others as specified by Rule 428 under
the Securities Act of 1933, or Securities Act. In accordance with the rules and
regulations of the Securities and Exchange Commission, or SEC, and the Note to
Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         We incorporate herein by reference the following documents filed with
the SEC pursuant to the Securities Exchange Act of 1934, as amended, or Exchange
Act (excluding such documents or portions thereof that are not deemed "filed"
under the Exchange Act and applicable SEC rules and regulations):

         (a)      Description of our common stock, par value $1.00 per share,
                  contained in our registration statement on Form 8-A,
                  filed July 2, 1997;

         (b)      Description of Series A Junior Participating Preferred Stock
                  purchase rights associated with our common stock, contained in
                  the post effective amendment No. 1 to our registration
                  statement on Form 8-A, filed April 5, 2006;

         (c)      Annual Report on Form 10-K of the Registrant for the fiscal
                  year ended September 30, 2006, filed December 13, 2006;

         (d)      Quarterly report on Form 10-Q, for the quarter ended December
                  31, 2006, filed February 8, 2007;

         (e)      Current reports on Form 8-K, filed October 11, 2006; October
                  18, 2006; November 9, 2006; November 17, 2006; December 7,
                  2006; January 5, 2007; January 10, 2007; January 23, 2007;
                  February 1, 2007; February 6, 2007; and February 16, 2007; and

         (f)      All documents subsequently filed by with the SEC pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of Exchange Act prior to
                  the filing of a post-effective amendment which indicates that
                  all securities offered hereby have been sold or which
                  deregisters all such securities then remaining unsold.

         Statements in subsequently filed incorporated documents or in any
accompanying prospectus supplement will modify and supersede the statement
contained in this registration statement and become a part hereof from the date
of the filing of those documents.

Item 4.  Description of Securities.

         Not applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article IV, Section 3 of our Second Amended and Restated By-Laws states
that we shall indemnify and advance expenses to directors, officers, employees
and agents to the maximum extent permissible under the Texas Business
Organization Code, or TBOC.

         Article VII of our Amended and Restated Certificate of Formation
precludes any personal liability by a director to us or our shareholders for
monetary damages for an act or omission in the director's capacity as a
director, except for liability for (1) any breach of the director's duty of
loyalty to us or our shareholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) a
transaction from which the director received an improper personal benefit, or
(4) an act or omission for which the liability of a director is expressly
provided for by statute. Article VII also provides that the liability of
directors shall be eliminated or limited to the fullest extent permitted by
TBOC.

         While Article VII provides directors with protection from awards of
monetary damages for breaches of the duty of care, it does not eliminate each
director's duty of care. Accordingly, Article VII has no effect on the
availability of an equitable remedy such as an injunction or rescission based
upon a director's breach of the duty of care. In addition, Article VII applies
only to claims against the director arising out of his or her role as a
director, and does not apply to the director's role as an officer or in any
capacity other than that of a director or to the director's responsibilities
under other law, such as the federal securities laws. Article VII relates only
to liabilities of directors to us and our shareholders, and does not affect
liability to third parties.

         We maintain an officers' and directors' liability insurance policy
covering all of our officers and directors. The effect of such policy is to
indemnify our officers and directors against losses incurred by them while
acting in such capacities.

         Insofar as indemnification by us for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
our directors, officers or persons controlling us pursuant to the foregoing
provisions, we have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
     No.
                                   Description

4.1      Amended and Restated Certificate of Formation dated February 9, 2006
         (incorporated by reference to Exhibit 3.1 of our Form
         8-K filed February 14, 2006).

4.2      Second Amended and Restated By-Laws dated May 5, 2006 (incorporated by
         reference to Exhibit 3.2 to our quarterly report on
         Form 10-Q for the quarter ended March 31, 2006).

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

4.4      Certificate of Adjustment of Atwood Oceanics, Inc. dated March 17,
         2006 (incorporated by reference to Exhibit 4.1 to our
         Form 8-K filed March 23, 2006).

                                      3
4.5      Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan (incorporated by
         reference to Appendix B of our Proxy Statement on Form
         DEF 14A dated January 9, 2007).

*5.1     Opinion of Strasburger & Price, L.L.P.

*23.1    Consent of PricewaterhouseCoopers LLP.

*23.2    Consent of Strasburger & Price, L.L.P. (contained in opinion filed as
         Exhibit 5.1).

*24.1    Power of Attorney (included on the signature page of this registration
         statement).

*Filed herewith

                                       4
Item 9.  Undertakings.

     (a) Atwood Oceanics, Inc. hereby undertakes:

              (1)    To file, during any period in which offers or sales
                     are being made, a post-effective amendment to this
                     registration statement:

                   (i)     To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                   (ii)    To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the
                           form of prospectus filed with the Securities and
                           Exchange Commission pursuant to Rule 424(b) if, in
                           the aggregate, the changes in volume and price
                           represent no more than a 20 percent change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                   (iii)   To include any material information with
                           respect to the plan of distribution not
                           previously disclosed in the registration
                           statement or any material change to such
                           information in the registration statement;

                     Provided, however, that paragraphs (a)(1)(i) and
                     (a)(1)(ii) above do not apply if the information
                     required to be included in a post-effective amendment
                     by those paragraphs is contained in reports filed
                     with or furnished to the Securities and Exchange
                     Commission by Atwood Oceanics, Inc. pursuant to
                     section 13 or section 15(d) of the Securities
                     Exchange Act of 1934 that are incorporated by
                     reference in the registration statement.

              (2)    That, for the purpose of determining any liability
                     under the Securities Act of 1933, each such
                     post-effective amendment shall be deemed to be a new
                     registration statement relating to the securities
                     offered therein, and the offering of such securities
                     at that time shall be deemed to be the initial bona
                     fide offering thereof.

              (3)    To remove from registration by means of a
                     post-effective amendment any of the securities being
                     registered which remain unsold at the termination of
                     the offering.

     (b) Atwood Oceanics, Inc. hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of its
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and

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controlling persons pursuant to the foregoing provisions, or otherwise, Atwood
Oceanics, Inc. has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Atwood
Oceanics, Inc. of expenses incurred or paid by a director, officer or
controlling person of Atwood Oceanics, Inc. in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Atwood Oceanics, Inc.
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Atwood
Oceanics, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 19, 2007.

                                     ATWOOD OCEANICS, INC.

                                     /s/JAMES M. HOLLAND
                                     James M. Holland
                                     Senior Vice President,
                                     Chief Financial Officer,
                                     Chief Accounting  Officer and
                                     Secretary

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POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John R. Irwin and James M. Holland his or her
true and lawful attorney or attorneys-in-fact and agents, with full power to act
with or without the other and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in any and all
capacities, any or all amendments (including pre-effective and post-effective
amendments) to this Registration Statement and any registration statement for
the same offering filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform in the name and on behalf of the undersigned, in
any and all capacities, each and every act and thing necessary or desirable to
be done in and about the premises, to all intents and purposes and as fully as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

/S/ JOHN R. IRWIN                          /S/ JAMES M. HOLLAND
JOHN R. IRWIN                              JAMES M. HOLLAND
President, Chief Executive                 Senior Vice President
Officer and Director                       and Chief Financial Officer
(Principal Executive Officer)              (Principal Financial and Accounting
Date:  February 19, 2007                   Officer)
                                           Date:  February 19, 2007

/S/ ROBERT W. BURGESS                      /S/ GEORGE S. DOTSON
ROBERT W. BURGESS                          GEORGE S. DOTSON
Director                                   Director
Date:  February 19, 2007                   Date:  February 19, 2007

/S/ HANS HELMERICH                         /S/ WILLIAM J. MORRISSEY
HANS HELMERICH                             WILLIAM J. MORRISSEY
Director                                   Director
Date:  February 19, 2007                   Date:  February 19, 2007

/S/ DEBORAH A. BECK                        /S/ JAMES R. MONTAGUE
DEBORAH A. BECK                            JAMES R. MONTAGUE
Director                                   Director
Date:  February 19, 2007                   Date:  February 19, 2007

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INDEX OF EXHIBITS

Exhibit
     No.
                                   Description

4.1      Amended and Restated Certificate of Formation dated February 9, 2006
         (incorporated by reference to Exhibit 3.1 of our Form
         8-K filed February 14, 2006).

4.2      Second Amended and Restated By-Laws dated May 5, 2006 (incorporated
         by reference to Exhibit 3.2 to our quarterly report on
         Form 10-Q for the quarter ended March 31, 2006).

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

4.4      Certificate of Adjustment of Atwood Oceanics, Inc. dated March 17,
         2006 (incorporated by reference to Exhibit 4.1 to our
         Form 8-K filed March 23, 2006).

4.5      Atwood Oceanics, Inc. 2007 Long-Term Incentive Plan (incorporated by
         reference to Appendix B of our Proxy Statement on Form
         DEF 14A dated January 9, 2007).

*5.1     Opinion of Strasburger & Price, L.L.P.

*23.1    Consent of PricewaterhouseCoopers LLP.

*23.2    Consent of Strasburger & Price, L.L.P. (contained in opinion filed as
         Exhibit 5.1).

*24.1    Power of Attorney (included on the signature page of this registration
         statement).

*Filed herewith

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