As filed with the Securities and Exchange Commission on March 11, 1999

                     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.
                           1996 INCENTIVE EQUITY 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) 492-2929
            (Name, address and telephone number of agent for service)

                                    Copy to:
                             W. GARNEY GRIGGS, Esq.
                             Griggs & Harrison, P.C.
                            1301 McKinney, Suite 3200
                              Houston, Texas 77010
                                 (713) 651-0600
                                ----------------

                         CALCULATION OF REGISTRATION FEE
================  ============== ==============  ================= =============
                                     Proposed       Proposed
    Title of                         Maximum         Maximum          Amount of
   Securities       Amount to     Offering Price    Aggregate       Registration
to be Registered  be Registered    Per Share(1)  Offering Price(1)      Fee
================  ============== =============== ================= =============
 Common Stock,
par value $1.00   670,000 shares   $19.59375       $13,127,813        $3,650
  per share

================  ============== =============== ================= =============

(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 March 8, 1999, as reported
     on the New York Stock Exchange.



<PAGE>



                                     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 (File No.
0-6352):

     (1) The Annual Report of the Company on Form 10-K for the fiscal year ended
         September 30, 1998;

     (2) The Proxy Statement of the Company dated January 15, 1999;

     (3) The  Quarterly  Report of the  Company  on Form 10-Q for the fiscal
         quarter ended December 31, 1998; and

     (4) 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 July 2, 1997.

         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  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  or 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   Exhibit

    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, File No. 0-6352)

    4.2           - 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, File No. 0-6352)

    4.3  -        Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated
                  by reference to Exhibit 10.1 to the Company's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 1997)

   *5.1  -        Opinion of Griggs & Harrison, P.C.

  *23.1  -        Consent of Arthur Andersen LLP

   23.2  -        Consent of Griggs & Harrison, P.C. (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  (i) and (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.

    (h)  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 Securities and Exchange 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.




<PAGE>





                                   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 or Amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, on March 10, 1999.


                              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        March  10, 1999
-----------------------             Officer and Director
   (John R. Irwin)                  


/s/ James M. Holland          Senior Vice President             March  10, 1999
-----------------------              and Secretary
   (James M. Holland)           (Principal Financial and
                                   Accounting Officer)

/s/ Robert W. Burgess         Director                          March  10, 1999
-----------------------
   (Robert W. Burgess)
 

/s/ George S. Dotson          Director                          March  10, 1999
-----------------------
   (George S. Dotson)


/s/ Walter H. Helmerich, III  Director                          March  10, 1999
-----------------------
   (Walter H. Helmerich, III)


/s/ Hans Helmerich            Director                          March  10, 1999
-----------------------
   (Hans Helmerich)


/s/ William J. Morrissey      Director                          March  10, 1999
----------------------- 
   (William J. Morrissey)

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number

     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,  File No. 0-6352)

    4.2  -  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, File No. 0-6352)

    4.3  -  Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated by 
            reference to Exhibit 10.1 to the Company's Quarterly Report on 
            Form 10-Q for the quarter ended June 30, 1997)

   *5.1  -  Opinion of Griggs & Harrison, P.C.

  *23.1  -  Consent of Arthur Andersen LLP

   23.2  -  Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)

---------------

*Filed herewith


<PAGE>





                                                                     EXHIBIT 5.1




                             GRIGGS & HARRISON, P.C.
                          1301 McKinney St., Suite 3200
                            Houston, Texas 77010-3033
                             Telephone: 713-651-0600
                             Facsimile: 713-651-1944



                                 March 10, 1999


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


         Re:      1996 Incentive Equity Plan


Gentlemen:

         We have acted as counsel for Atwood Oceanics, Inc., a Texas corporation
(the "Company"), in connection with the Company's 1996 Incentive Equity Plan, as
amended (the "Plan").  We have examined such  documents,  records and matters of
law as we have  deemed  necessary  for  purposes  of  this  opinion,  and  based
thereupon,  we are of the opinion that the shares of the Company's Common Stock,
par value $1.00 per share,  when issued  pursuant to the Plan in accordance with
the terms and  provisions  thereof,  will be duly  authorized,  validly  issued,
fully-paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Form S-8 Registration  Statement filed by the Company to effect  registration of
the shares issued pursuant to the Plan under the Securities Act of 1933.

                                Very truly yours,

                                              /s/ GRIGGS & HARRISON, P.C.

                                                  GRIGGS & HARRISON, P.C.


<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 23, 1998  included in Atwood  Oceanics, Inc.'s Form 10-K for the year 
ended September 30, 1998, and to all references to our Firm included in this 
registration statement.


                                                           ARTHUR ANDERSEN LLP

                                                       /s/ ARTHUR ANDERSEN LLP




Houston, Texas
March 11, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19758}]
{"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": "333-74255", "film-number": "99563360"}, "business-address": {"street1": "15835 PARK TEN PL DR", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "7134922929"}}
As filed with the Securities and Exchange Commission on March 11, 1999

                     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.
                           1996 INCENTIVE EQUITY 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) 492-2929
            (Name, address and telephone number of agent for service)

                                    Copy to:
                             W. GARNEY GRIGGS, Esq.
                             Griggs & Harrison, P.C.
                            1301 McKinney, Suite 3200
                              Houston, Texas 77010
                                 (713) 651-0600
                                ----------------

                         CALCULATION OF REGISTRATION FEE
================  ============== ==============  ================= =============
                                     Proposed       Proposed
    Title of                         Maximum         Maximum          Amount of
   Securities       Amount to     Offering Price    Aggregate       Registration
to be Registered  be Registered    Per Share(1)  Offering Price(1)      Fee
================  ============== =============== ================= =============
 Common Stock,
par value $1.00   670,000 shares   $19.59375       $13,127,813        $3,650
  per share

================  ============== =============== ================= =============

(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 March 8, 1999, as reported
     on the New York Stock Exchange.
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 (File No.
0-6352):

     (1) The Annual Report of the Company on Form 10-K for the fiscal year ended
         September 30, 1998;

     (2) The Proxy Statement of the Company dated January 15, 1999;

     (3) The  Quarterly  Report of the  Company  on Form 10-Q for the fiscal
         quarter ended December 31, 1998; and

     (4) 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 July 2, 1997.

         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  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  or 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   Exhibit

    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, File No. 0-6352)

    4.2           - 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, File No. 0-6352)

    4.3  -        Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated
                  by reference to Exhibit 10.1 to the Company's Quarterly Report
                  on Form 10-Q for the quarter ended June 30, 1997)

   *5.1  -        Opinion of Griggs & Harrison, P.C.

  *23.1  -        Consent of Arthur Andersen LLP

   23.2  -        Consent of Griggs & Harrison, P.C. (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  (i) and (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.

    (h)  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 Securities and Exchange 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 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 or Amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Houston, State of Texas, on March 10, 1999.

                              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        March  10, 1999
-----------------------             Officer and Director
   (John R. Irwin)                  

/s/ James M. Holland          Senior Vice President             March  10, 1999
-----------------------              and Secretary
   (James M. Holland)           (Principal Financial and
                                   Accounting Officer)

/s/ Robert W. Burgess         Director                          March  10, 1999
-----------------------
   (Robert W. Burgess)
 

/s/ George S. Dotson          Director                          March  10, 1999
-----------------------
   (George S. Dotson)

/s/ Walter H. Helmerich, III  Director                          March  10, 1999
-----------------------
   (Walter H. Helmerich, III)

/s/ Hans Helmerich            Director                          March  10, 1999
-----------------------
   (Hans Helmerich)

/s/ William J. Morrissey      Director                          March  10, 1999
----------------------- 
   (William J. Morrissey)
EXHIBIT INDEX

Exhibit
Number

     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,  File No. 0-6352)

    4.2  -  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, File No. 0-6352)

    4.3  -  Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated by 
            reference to Exhibit 10.1 to the Company's Quarterly Report on 
            Form 10-Q for the quarter ended June 30, 1997)

   *5.1  -  Opinion of Griggs & Harrison, P.C.

  *23.1  -  Consent of Arthur Andersen LLP

   23.2  -  Consent of Griggs & Harrison, P.C. (included in Exhibit 5.1)

---------------

*Filed herewith
EXHIBIT 5.1

                             GRIGGS & HARRISON, P.C.
                          1301 McKinney St., Suite 3200
                            Houston, Texas 77010-3033
                             Telephone: 713-651-0600
                             Facsimile: 713-651-1944

                                 March 10, 1999

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

         Re:      1996 Incentive Equity Plan

Gentlemen:

         We have acted as counsel for Atwood Oceanics, Inc., a Texas corporation
(the "Company"), in connection with the Company's 1996 Incentive Equity Plan, as
amended (the "Plan").  We have examined such  documents,  records and matters of
law as we have  deemed  necessary  for  purposes  of  this  opinion,  and  based
thereupon,  we are of the opinion that the shares of the Company's Common Stock,
par value $1.00 per share,  when issued  pursuant to the Plan in accordance with
the terms and  provisions  thereof,  will be duly  authorized,  validly  issued,
fully-paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Form S-8 Registration  Statement filed by the Company to effect  registration of
the shares issued pursuant to the Plan under the Securities Act of 1933.

                                Very truly yours,

                                              /s/ GRIGGS & HARRISON, P.C.

                                                  GRIGGS & HARRISON, P.C.
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 23, 1998  included in Atwood  Oceanics, Inc.'s Form 10-K for the year 
ended September 30, 1998, and to all references to our Firm included in this 
registration statement.

                                                           ARTHUR ANDERSEN LLP

                                                       /s/ ARTHUR ANDERSEN LLP

Houston, Texas
March 11, 1999