Registration No. 333-__________________

                       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.
                            2001 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

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

                                    Copy to:
                             W. GARNEY GRIGGS, Esq.
                           Strasburger & Price, L.L.P.
                            1301 McKinney, Suite 3200
                                Houston, TX 77010
                                 (713) 951-5600
<TABLE>
<S>                         <C>                <C>                       <C>                     <C>
------------------------------------------------------------------------------------------------------------------------
                                            Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
Title of Securities to be   Amount to be       Proposed Maximum          Proposed Maximum         Amount of
Registered                  Registered         Offering Price Per        Aggregate Offering       Registration Fee
                                               Share(1)                  Price(1)
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
Common Stock,               1,000,000 shares         $48.475               $48,475,000             $4,459.70
$1.00 par value
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
</TABLE>

     (1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h), based on the average of the high and low
prices of the  Company's  Common Stock on May 6, 2002, as reported on the New
York Stock Exchange.


<PAGE>



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

     The information specified by items 1 and 2 of Part 1 of Form S-8 is omitted
from this  Registration  Statement in accordance with the provisions of Rule 428
under the  Securities  Act of 1933 and the  Introductory  Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     Atwood Oceanics,  Inc. (the "Company") incorporates herein by reference the
following  documents  filed with the  Securities  and Exchange  Commission  (the
"Commission"):

(1)      The description of the common stock, par value $1.00 per share (the
         "Common Stock"), of the Company contained in the Company's Registration
         Statement on Form 8-A, filed with the Commission on July 2, 1997;

(2)      The Annual Report of the Company on Form 10-K for the fiscal year ended
         September 30, 2001, filed with the Commission on December 21, 2001;

(3)      The Quarterly Report of the Company on Form 10-Q for the fiscal quarter
         ended December 31, 2001, filed with the Commission on
         February 14, 2002;

(4)      The Current Report of the Company on Form 8-K filed with the Commission
         on November 19, 2001;

(5)      The Current Report of the Company on Form 8-K filed with the Commission
         on December 11, 2001;

(6)      The Current Report of the Company on Form 8-K filed with the Commission
         on January 7, 2002;

(7)      The Current Report of the Company on Form 8-K filed with the Commission
         on January 30, 2002;

(8)      The Current Report of the Company on Form 8-K filed with the Commission
         on February 26, 2002;

(9)      The Current Report of the Company on Form 8-K filed with the Commission
         on March 14, 2002;

(10)     The Current Report of the Company on Form 8-K filed with the Commission
         on April 9, 2002; and

(11)     The Current Report of the Company on Form 8-K with the Commission on
         April 30, 2002.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration  Statement and 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,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing such documents.

     Any statement contained herein or in any document incorporated or deemed to
be  incorporated  by  reference  herein  shall  be  deemed  to be  modified  and
superseded  for  purposes  of this  Registration  Statement  to the extent  such
statement  is  modified or  superseded  by a  statement  contained  in any other
subsequently  filed  incorporated  document  or in any  accompanying  prospectus
supplement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

     Article IV,  Section 3 of the Bylaws of the Company  states that any person
who is or was a director  or officer of the  Company,  or a  director,  officer,
partner,  venturer,   employee,  agent  or  similar  functionary  of  any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which  such  person  serves or served as such at the  request of the
Company,  shall be indemnified by the Company  against any and all liability and
reasonable expenses (including but not limited to counsel fees and disbursements
and amounts paid in  settlement or in  satisfaction  of judgments or as fines or
penalties) to the extent  mandated or authorized by Article  2.02-1 of the Texas
Business  Corporation Act. Article 2.02-1 of the Texas Business  Corporation Act
permits,  and in some cases requires,  corporations  to indemnify  directors and
officers  who are or have been a party or are  threatened  to be made a party to
litigation  against judgments,  penalties  (including excise and similar taxes),
fines, settlements and reasonable expenses under certain circumstances.

     In accordance with Section 1302-7.06 of the Texas Miscellaneous Corporation
Laws  Act,  Article  X  ("Article  X") of the  Company's  Restated  Articles  of
Incorporation, as amended, precludes any personal liability by a director of the
Company to the Company or its  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 the Company or its shareholders,
(2) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (3) any  transaction  from which the  director
derived an improper  personal  benefit,  or (4) an act or omission for which the
liability of a director is expressly provided for by an applicable statute.

     While Article X 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 X 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. Furthermore, liabilities which may arise out of acts
or omissions occurring prior to the Company's adoption of Article X would not be
covered by Article X, so that directors remain  potentially  liable for monetary
damages in connection  with any such acts or omissions.  In addition,  Article X
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 X relates only to
liabilities  of  directors  to the  Company and its  shareholders,  and does not
affect liability to third parties.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

     The  following  instruments  and documents are included as Exhibits to this
Registration  Statement.  Exhibits incorporated by reference are so indicated by
parenthetical information.

Exhibit
Number              Description

4.1
                    Restated Articles of Incorporation of the Company, as
                    amended (Incorporated by reference to Exhibits 3.1.1, 3.1.2
                    and 3.1.3 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended September 30, 1993)
4.2
                    Articles of Amendment to Articles of Incorporation of the
                    Company (Incorporated by references to Exhibit 3.1.4 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1997)
4.3
                    Bylaws of the Company (Incorporated by reference to Exhibit
                    3.2 to the Company's Annual Report on Form 10-K for the
                    fiscal year ended September 30, 1993)
4.4
                    Atwood Oceanics, Inc. 2001 Stock Incentive Plan
                    (Incorporated by reference to Appendix A to
                    the Company's Proxy Statement on Form DEF14A dated
                    January 15, 2002)

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

*23.1               Consent of Arthur Andersen LLP

23.2                Consent of Strasburger & Price, L.L.P.
                    (included in Exhibit 5.1)


*Filed herewith

Item 9. Undertakings

(a)      The Company 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, as amended (the "Securities Act");

                  (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 thereto) 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 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 Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;

                  (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 periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) 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
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 6 above, or otherwise, the
Company has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Company 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, the Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Company 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 or Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on April 30, 2002.

                                     ATWOOD OCEANICS, INC.



                                     By:  /s/ John R. Irwin
                                         -------------------
                                              John R. Irwin
                                              President, Chief Executive Officer
                                              and Director


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or Amendment has been signed by the following persons in the
capacities and on the dates indicated.


   Signature                            Title                       Date
---------------------           -----------------------          -----------

/s/ John R. Irwin                President, Chief Executive       April 30, 2002
-----------------                 Officer and Director
(John R. Irwin)                (Principal Executive Officer)

/s/ James M. Holland               Senior Vice President          April 30, 2002
--------------------                 and Secretary
(James M. Holland)             (Principal Financial and
                                   Accounting Officer)

/s/ Robert W. Burgess                  Director                   April 30, 2002
---------------------
(Robert W. Burgess)

/s/ George S. Dotson                   Director                   April 30, 2002
--------------------
(George S. Dotson)

/s/ Walter H. Helmerich, III           Director                   April 30, 2002
----------------------------
(Walter H. Helmerich, III)

/s/ Hans Helmerich                     Director                   April 30, 2002
------------------
(Hans Helmerich)

/s/ William J. Morrissey               Director                   April 30, 2002
------------------------
(William J. Morrissey)


<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number              Description

4.1
                    Restated Articles of Incorporation of the Company, as
                    amended (Incorporated by reference to Exhibits 3.1.1, 3.1.2
                    and 3.1.3 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended September 30, 1993)
4.2
                    Articles of Amendment to Articles of Incorporation of the
                    Company (Incorporated by references to Exhibit 3.1.4 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1997)
4.3
                    Bylaws of the Company (Incorporated by reference to Exhibit
                    3.2 to the Company's Annual Report on Form 10-K for the
                    fiscal year ended September 30, 1993)
4.4
                    Atwood Oceanics, Inc. 2001 Stock Incentive Plan
                    (Incorporated by reference to Appendix A to
                    the Company's Proxy Statement on Form DEF14A dated
                    January 15, 2002)

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

*23.1               Consent of Arthur Andersen LLP

23.2                Consent of Strasburger & Price, L.L.P. (included in
                    Exhibit 5.1)


*Filed herewith



<PAGE>



                                   EXHIBIT 5.1

                    [Strasburger & Price, L.L.P. Letterhead]
                                 April 30, 2002

Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084

Re: 2001 Stock Incentive Plan

Gentlemen:

     We have acted as counsel to Atwood Oceanics, Inc., a Texas corporation (the
"Company"),  in  connection  with its filing with the  Securities  and  Exchange
Commission (the  "Commission")  of a Registration  Statement (the  "Registration
Statement")  on Form S-8 under  the  Securities  Act of 1933,  as  amended  (the
"Act").  The  Registration  Statement  covers  1,000,000 shares of common stock,
$1.00  par value  per  share  ("Common  Stock"),  of the  Company  (such  shares
collectively  referred  to as the  "Securities")  to be issued  pursuant  to the
Atwood Oceanics, Inc. 2001 Stock Incentive Plan (the "Plan").

     In rendering this opinion we have examined the Registration Statement,  the
Company's  Articles of  Incorporation  and Bylaws,  each as amended to date, the
Plan and such corporate  records,  documents and  instruments of the Company and
such certificates of public officials,  have received such  representations from
officers of the  Company,  and have  reviewed  such  questions  of law as in our
judgment  are  necessary,  relevant  or  appropriate  to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness of
all  signatures,  the  authenticity  of all  corporate  records,  documents  and
instruments  submitted to us as originals,  the conformity to original documents
of all documents  submitted to us as conformed,  certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.

     Based upon such examination and review and upon  representations made to us
by  officers  of the  Company,  we are of the  opinion  that upon  issuance  and
delivery  in  accordance  with the terms and  conditions  of the Plan,  and upon
receipt  by  the  Company  of the  full  consideration  for  the  Securities  as
determined  pursuant to the Plan and any applicable stock option agreement,  the
Securities will be legally issued, fully paid and nonassessable shares of Common
Stock of the Company.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.  In giving  such  consent,  we do not admit  that we come  within the
category  of persons  whose  consent is  required by Section 7 of the Act or the
rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Strasburger & Price, L.L.P.
    Strasburger & Price, L.L.P.



<PAGE>




                                  EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference  in this  Registration  Statement of our report dated  November 19,
2001, included in Atwood Oceanics, Inc.'s Form 10-K for the year ended September
30,  2001,  and to all  references  to our Firm  included  in this  Registration
Statement.

                               ARTHUR ANDERSEN LLP






/s/ ARTHUR ANDERSEN LLP




Houston, Texas
April 30, 2002
[{"type": "S-8", "sequence": "1", "filename": "f8s50702.txt", "secsgml_size_bytes": 22159}]
{"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": "333-87786", "film-number": "02637755"}, "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"}}
Registration No. 333-__________________

                       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.
                            2001 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

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

                                    Copy to:
                             W. GARNEY GRIGGS, Esq.
                           Strasburger & Price, L.L.P.
                            1301 McKinney, Suite 3200
                                Houston, TX 77010
                                 (713) 951-5600
------------------------------------------------------------------------------------------------------------------------
                                            Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
Title of Securities to be   Amount to be       Proposed Maximum          Proposed Maximum         Amount of
Registered                  Registered         Offering Price Per        Aggregate Offering       Registration Fee
                                               Share(1)                  Price(1)
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
Common Stock,               1,000,000 shares         $48.475               $48,475,000             $4,459.70
$1.00 par value
--------------------------- ------------------ ------------------------- ------------------------ ----------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h), based on the average of the high and low
prices of the  Company's  Common Stock on May 6, 2002, as reported on the New
York Stock Exchange.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified by items 1 and 2 of Part 1 of Form S-8 is omitted
from this  Registration  Statement in accordance with the provisions of Rule 428
under the  Securities  Act of 1933 and the  Introductory  Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     Atwood Oceanics,  Inc. (the "Company") incorporates herein by reference the
following  documents  filed with the  Securities  and Exchange  Commission  (the
"Commission"):

(1)      The description of the common stock, par value $1.00 per share (the
         "Common Stock"), of the Company contained in the Company's Registration
         Statement on Form 8-A, filed with the Commission on July 2, 1997;

(2)      The Annual Report of the Company on Form 10-K for the fiscal year ended
         September 30, 2001, filed with the Commission on December 21, 2001;

(3)      The Quarterly Report of the Company on Form 10-Q for the fiscal quarter
         ended December 31, 2001, filed with the Commission on
         February 14, 2002;

(4)      The Current Report of the Company on Form 8-K filed with the Commission
         on November 19, 2001;

(5)      The Current Report of the Company on Form 8-K filed with the Commission
         on December 11, 2001;

(6)      The Current Report of the Company on Form 8-K filed with the Commission
         on January 7, 2002;

(7)      The Current Report of the Company on Form 8-K filed with the Commission
         on January 30, 2002;

(8)      The Current Report of the Company on Form 8-K filed with the Commission
         on February 26, 2002;

(9)      The Current Report of the Company on Form 8-K filed with the Commission
         on March 14, 2002;

(10)     The Current Report of the Company on Form 8-K filed with the Commission
         on April 9, 2002; and

(11)     The Current Report of the Company on Form 8-K with the Commission on
         April 30, 2002.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration  Statement and 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,  shall be deemed to
be  incorporated  by reference in this  Registration  Statement and to be a part
hereof from the date of filing such documents.

     Any statement contained herein or in any document incorporated or deemed to
be  incorporated  by  reference  herein  shall  be  deemed  to be  modified  and
superseded  for  purposes  of this  Registration  Statement  to the extent  such
statement  is  modified or  superseded  by a  statement  contained  in any other
subsequently  filed  incorporated  document  or in any  accompanying  prospectus
supplement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

     Article IV,  Section 3 of the Bylaws of the Company  states that any person
who is or was a director  or officer of the  Company,  or a  director,  officer,
partner,  venturer,   employee,  agent  or  similar  functionary  of  any  other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  which  such  person  serves or served as such at the  request of the
Company,  shall be indemnified by the Company  against any and all liability and
reasonable expenses (including but not limited to counsel fees and disbursements
and amounts paid in  settlement or in  satisfaction  of judgments or as fines or
penalties) to the extent  mandated or authorized by Article  2.02-1 of the Texas
Business  Corporation Act. Article 2.02-1 of the Texas Business  Corporation Act
permits,  and in some cases requires,  corporations  to indemnify  directors and
officers  who are or have been a party or are  threatened  to be made a party to
litigation  against judgments,  penalties  (including excise and similar taxes),
fines, settlements and reasonable expenses under certain circumstances.

     In accordance with Section 1302-7.06 of the Texas Miscellaneous Corporation
Laws  Act,  Article  X  ("Article  X") of the  Company's  Restated  Articles  of
Incorporation, as amended, precludes any personal liability by a director of the
Company to the Company or its  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 the Company or its shareholders,
(2) acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (3) any  transaction  from which the  director
derived an improper  personal  benefit,  or (4) an act or omission for which the
liability of a director is expressly provided for by an applicable statute.

     While Article X 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 X 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. Furthermore, liabilities which may arise out of acts
or omissions occurring prior to the Company's adoption of Article X would not be
covered by Article X, so that directors remain  potentially  liable for monetary
damages in connection  with any such acts or omissions.  In addition,  Article X
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 X relates only to
liabilities  of  directors  to the  Company and its  shareholders,  and does not
affect liability to third parties.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

     The  following  instruments  and documents are included as Exhibits to this
Registration  Statement.  Exhibits incorporated by reference are so indicated by
parenthetical information.

Exhibit
Number              Description

4.1
                    Restated Articles of Incorporation of the Company, as
                    amended (Incorporated by reference to Exhibits 3.1.1, 3.1.2
                    and 3.1.3 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended September 30, 1993)
4.2
                    Articles of Amendment to Articles of Incorporation of the
                    Company (Incorporated by references to Exhibit 3.1.4 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1997)
4.3
                    Bylaws of the Company (Incorporated by reference to Exhibit
                    3.2 to the Company's Annual Report on Form 10-K for the
                    fiscal year ended September 30, 1993)
4.4
                    Atwood Oceanics, Inc. 2001 Stock Incentive Plan
                    (Incorporated by reference to Appendix A to
                    the Company's Proxy Statement on Form DEF14A dated
                    January 15, 2002)

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

*23.1               Consent of Arthur Andersen LLP

23.2                Consent of Strasburger & Price, L.L.P.
                    (included in Exhibit 5.1)

*Filed herewith

Item 9. Undertakings

(a)      The Company 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, as amended (the "Securities Act");

                  (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 thereto) 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 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 Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;

                  (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 periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) 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
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 6 above, or otherwise, the
Company has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Company 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, the Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Company 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 or Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on April 30, 2002.

                                     ATWOOD OCEANICS, INC.

                                     By:  /s/ John R. Irwin
                                         -------------------
                                              John R. Irwin
                                              President, Chief Executive Officer
                                              and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement or Amendment has been signed by the following persons in the
capacities and on the dates indicated.

   Signature                            Title                       Date
---------------------           -----------------------          -----------

/s/ John R. Irwin                President, Chief Executive       April 30, 2002
-----------------                 Officer and Director
(John R. Irwin)                (Principal Executive Officer)

/s/ James M. Holland               Senior Vice President          April 30, 2002
--------------------                 and Secretary
(James M. Holland)             (Principal Financial and
                                   Accounting Officer)

/s/ Robert W. Burgess                  Director                   April 30, 2002
---------------------
(Robert W. Burgess)

/s/ George S. Dotson                   Director                   April 30, 2002
--------------------
(George S. Dotson)

/s/ Walter H. Helmerich, III           Director                   April 30, 2002
----------------------------
(Walter H. Helmerich, III)

/s/ Hans Helmerich                     Director                   April 30, 2002
------------------
(Hans Helmerich)

/s/ William J. Morrissey               Director                   April 30, 2002
------------------------
(William J. Morrissey)
EXHIBIT INDEX

Exhibit
Number              Description

4.1
                    Restated Articles of Incorporation of the Company, as
                    amended (Incorporated by reference to Exhibits 3.1.1, 3.1.2
                    and 3.1.3 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended September 30, 1993)
4.2
                    Articles of Amendment to Articles of Incorporation of the
                    Company (Incorporated by references to Exhibit 3.1.4 to the
                    Company's Annual Report on Form 10-K for the fiscal year
                    ended September 30, 1997)
4.3
                    Bylaws of the Company (Incorporated by reference to Exhibit
                    3.2 to the Company's Annual Report on Form 10-K for the
                    fiscal year ended September 30, 1993)
4.4
                    Atwood Oceanics, Inc. 2001 Stock Incentive Plan
                    (Incorporated by reference to Appendix A to
                    the Company's Proxy Statement on Form DEF14A dated
                    January 15, 2002)

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

*23.1               Consent of Arthur Andersen LLP

23.2                Consent of Strasburger & Price, L.L.P. (included in
                    Exhibit 5.1)

*Filed herewith
EXHIBIT 5.1

                    [Strasburger & Price, L.L.P. Letterhead]
                                 April 30, 2002

Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084

Re: 2001 Stock Incentive Plan

Gentlemen:

     We have acted as counsel to Atwood Oceanics, Inc., a Texas corporation (the
"Company"),  in  connection  with its filing with the  Securities  and  Exchange
Commission (the  "Commission")  of a Registration  Statement (the  "Registration
Statement")  on Form S-8 under  the  Securities  Act of 1933,  as  amended  (the
"Act").  The  Registration  Statement  covers  1,000,000 shares of common stock,
$1.00  par value  per  share  ("Common  Stock"),  of the  Company  (such  shares
collectively  referred  to as the  "Securities")  to be issued  pursuant  to the
Atwood Oceanics, Inc. 2001 Stock Incentive Plan (the "Plan").

     In rendering this opinion we have examined the Registration Statement,  the
Company's  Articles of  Incorporation  and Bylaws,  each as amended to date, the
Plan and such corporate  records,  documents and  instruments of the Company and
such certificates of public officials,  have received such  representations from
officers of the  Company,  and have  reviewed  such  questions  of law as in our
judgment  are  necessary,  relevant  or  appropriate  to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness of
all  signatures,  the  authenticity  of all  corporate  records,  documents  and
instruments  submitted to us as originals,  the conformity to original documents
of all documents  submitted to us as conformed,  certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.

     Based upon such examination and review and upon  representations made to us
by  officers  of the  Company,  we are of the  opinion  that upon  issuance  and
delivery  in  accordance  with the terms and  conditions  of the Plan,  and upon
receipt  by  the  Company  of the  full  consideration  for  the  Securities  as
determined  pursuant to the Plan and any applicable stock option agreement,  the
Securities will be legally issued, fully paid and nonassessable shares of Common
Stock of the Company.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.  In giving  such  consent,  we do not admit  that we come  within the
category  of persons  whose  consent is  required by Section 7 of the Act or the
rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Strasburger & Price, L.L.P.
    Strasburger & Price, L.L.P.
EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference  in this  Registration  Statement of our report dated  November 19,
2001, included in Atwood Oceanics, Inc.'s Form 10-K for the year ended September
30,  2001,  and to all  references  to our Firm  included  in this  Registration
Statement.

                               ARTHUR ANDERSEN LLP

/s/ ARTHUR ANDERSEN LLP

Houston, Texas
April 30, 2002