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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K


                                 CURRENT REPORT


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


               DATE OF EARLIEST EVENT REPORTED: September 1, 2004



                              ATWOOD OCEANICS, INC.
             (Exact name of registrant as specified in its charter)



                         COMMISSION FILE NUMBER 1-13167


        Internal Revenue Service - Employer Identification No. 74-1611874


                15835 Park Ten Place Drive, Houston, Texas, 77084
                                 (281) 749-7800

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                                     PAGE 1








ITEM 7.01    REGULATION FD DISCLOSURE


     The Company has now commenced the process of repairing the damage  incurred
by the ATWOOD  BEACON on July 25, 2004.  Repairs have  commenced on the drilling
unit at the  builder's  shipyard  in  Singapore.  One of the three legs has been
recovered and is in the process of being  transported  to  Singapore.  Until the
other two legs have been  recovered,  transported  to Singapore  and  inspected,
which is estimated to be around mid-September 2004, the Company will not be able
to determine the repair period for the rig. The ATWOOD BEACON has been awarded a
contract  for a  drilling  program in Vietnam  which must be  commenced  between
January 15, 2005 and April 15, 2005. A copy of the press release announcing this
contract award is filed with this Form 8-K as Exhibit EX-9.1.

     Additional  information  with  respect  to the  Company's  Contract  Status
Summary at August 31, 2004 is attached  hereto as Exhibit  EX-9.2 which is being
furnished in accordance with Rule 101(e)(1)  under  Regulation FD and should not
be deemed to be filed.


ITEM 8.01 OTHER EVENTS

     On  September  1, 2004 the  Company  announced  that the ATWOOD  BEACON was
awarded a  contract  to drill  three firm  wells,  with  options to drill  three
additional wells,  offshore Vietnam. This drilling program must commence between
January 15, 2005 and April 15, 2005. A copy of the press release  announcing the
contract award is filed with this Form 8-K as Exhibit EX-9.1 and is incorporated
herein by reference.


ITEM 9.01 EXHIBITS

EXHIBIT NO.

EX-9.1            Press Release dated September 1, 2004

EX-9.2            Contract Status Summary at September 1, 2004

     Statements  contained  in  this  report  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various  factors:  the  Company's  dependence  on the oil and gas
industry;  the  risks  involved  in  the  construction  and  repair  of  a  rig;
competition;  operating  risks;  risks  involved  in foreign  operations;  risks
associated  with  possible  disruption in  operations  due to  terrorism;  risks
associated with a possible disruption in operations due to war; and governmental
regulations and environmental  matters. A list of additional risk factors can be
found in the Company's  annual report on Form 10-K for the year ended  September
30, 2003, filed with the Securities and Exchange Commission.

                                     PAGE 2




                                  EXHIBIT INDEX


EXHIBIT NO.                        DESCRIPTION


EX - 9.1       Press Release dated September 1, 2004

EX - 9.2       Contract Status Summary at September 1, 2004



                                     PAGE 3





SIGNATURES

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


                                          ATWOOD OCEANICS, INC.
                                          (Registrant)



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

                                          DATE: September 1, 2004


                                     PAGE 4



                                EXHIBIT EX. - 9.1



              ATWOOD OCEANICS ANNOUNCES CONTRACT FOR ATWOOD BEACON


Houston, Texas
1 September 2004

FOR IMMEDIATE RELEASE


     Atwood  Oceanics,  Inc.  (Houston-based   International  Offshore  Drilling
Contractor  - NYSE:  ATW)  announced  today  that  HOANG  LONG and HOAN VU Joint
Operating  Companies have awarded a contract to the ATWOOD BEACON to drill three
(3) firm wells,  with  options to drill  three (3)  additional  wells,  offshore
Vietnam.  This  contract  provides  for a dayrate of $62,000  for the three firm
wells,  a dayrate of $77,000 for the three option wells,  and payment of $58,000
per day  plus  the  cost of a tow  vessel  and  fuel to  mobilize  the rig  from
Singapore to Vietnam.  The three firm wells have a combined expected duration of
200 days and if all three option wells are drilled, the program could extend for
another 200 days. The drilling of this program must commence between January 15,
2005 and April 15, 2005.

     Statements  contained  in this  release  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various  factors;  the  Company's  dependence  on the oil and gas
industry;  the risks  involved in upgrade to the  Company's  rigs;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible   disruptions  in  operations  due  to  terrorism;   and   governmental
regulations and environmental  matters. A list of additional risk factors can be
found in the Company's  Annual Report on Form 10-K for the year ended  September
30, 2003, filed with the Securities and Exchange Commission.



                                                Contact:  Jim Holland
                                                       (281) 749-7804




                                     PAGE 5





                                EXHIBIT EX - 9.2
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                             CONTRACT STATUS SUMMARY
                              AT SEPTEMBER 1, 2004




                                                               
NAME OF RIG             LOCATION             CUSTOMER                   CONTRACT STATUS
-----------             --------             --------                   ---------------
SEMISUBMERSIBLES -
------------------
ATWOOD FALCON             MALAYSIA           SARAWAK SHELL BERHAD       The rig continues to work under the Shell contract
                                             ("SHELL")                  which involves the drilling of three firm wells with
                                                                        options to drill two additional wells.  This contract
                                                                        is currently anticipated to extend into January 2005.

ATWOOD HUNTER             EGYPT              BURULLUS GAS CO.           On December 31, 2003, the rig commenced a drilling
                                             ("BURULLUS")               program for Burullus which includes ten firm wells
                                                                        plus options to drill six additional wells. The
                                                                        drilling of the ten firm wells is expected to take
                                                                        until February 2005 to complete, and if all the option
                                                                        wells are drilled, the contract could extend into
                                                                        September 2005.


ATWOOD   EAGLE            AUSTRALIA          WOODSIDE ENERGY, LTD.      The rig has commenced drilling the first of two firm
                                             ("WOODSIDE")               wells for Woodside, with Woodside having an option to
                                                                        drill one more well.  The drilling of the two firm
                                                                        wells is expected to take until the end of November
                                                                        2004 to complete.  BHP Billiton Petroleum Pty. (the
                                                                        rig's prior customer) has been granted three option
                                                                        wells which can be drilled after the completion of the
                                                                        Woodside contract and are subject to mutual agreement
                                                                        on timing.

SEAHAWK                   MALAYSIA           EXXONMOBIL EXPLORATION &   EMEPMI has given written notice that they will
                                             PRODUCTION MALAYSIA        terminate the current contract upon completion of work
                                             INC.  ("EMEPMI")           in progress on October 1, 2004.  Additional work is
                                                                        being pursued in Southeast Asia as well as other areas
                                                                        of the world.

                                     PAGE 6




ATWOOD SOUTHERN CROSS     MALAYSIA           MURPHY SARAWAK OIL         In March 2004, the rig commenced the Murphy drilling
                                             COMPANY, LTD. ("MURPHY")   program which now includes the drilling of four firm
                                                                        wells plus options to drill an additional two wells.
                                                                        The rig has been awarded a contract by Daewoo
                                                                        International Corporation ("Daewoo") to drill two firm
                                                                        wells plus an option to drill one additional well
                                                                        offshore Myanmar.  The Daewoo work would commence
                                                                        immediately after completing the Murphy program.  The
                                                                        drilling of the two firm wells is estimated to take 60
                                                                        to 80 days to complete.

SEASCOUT                  UNITED STATES                                 The SEASCOUT was purchased in December 2000 for future
                          GULF OF MEXICO                                conversion to a tender-assist unit, similar to the
                                                                        SEAHAWK.  There are currently no upgrade plans and the
                                                                        rig is currently coldstacked.
CANTILEVER JACK-UPS -
---------------------
VICKSBURG                 THAILAND          CHEVRON OFFSHORE            In May 2004 the rig's contract with ExxonMobil
                                            (THAILAND) LIMITED          Exploration & Production Malaysia Inc. ("EMEPMI") was
                                            ("CHEVRON")                 suspended and the rig moved to Thailand to commence a
                                                                        drilling program for Chevron.  This program is
                                                                        expected to extend into October 2004, at which time,
                                                                        the rig will be moved back to Malaysia whereby EMEPMI
                                                                        will reinstate the rig's contract.  Upon
                                                                        reinstatement, the EMEPMI drilling commitment will
                                                                        include the estimated five months suspension period
                                                                        plus an extension of twelve months, for a total of
                                                                        seventeen months commencing in October 2004. Once
                                                                        EMEPMI recommences its contract, it will retain its
                                                                        right to terminate the contract by providing 120 days
                                                                        notice.

ATWOOD BEACON             UNDER REPAIR AT                               The process of repairing the damage incurred by the
                          A SINGAPORE                                   ATWOOD BEACON on July 25, 2004 continues on schedule.
                          SHIPYARD                                      Repairs have commenced on the drilling unit at the
                                                                        builder's shipyard in Singapore.  One of the three
                                                                        legs has been recovered and is in the process of being
                                                                        transported to Singapore.  Until the other two legs
                                                                        have been recovered, transported to Singapore and
                                                                        inspected, which is estimated to be around
                                                                        mid-September 2004, the Company will not be able to
                                                                        determine the repair period for the rig.  The ATWOOD
                                                                        BEACON has been awarded a contract by HOANG LONG and
                                                                        HOAN VU Joint Operating Companies to drill three firm
                                                                        wells, with options to drill three additional wells,
                                                                        offshore Vietnam.  The three firm wells have a
                                                                        combined expected duration of 200 days and if all
                                                                        option wells are drilled, the program could extend for
                                                                        another 200 days.  The drilling of this program must
                                                                        commence between January 15, 2005 and April 15, 2005.


                                     PAGE 7




SUBMERSIBLE -
-------------
RICHMOND                  UNITED STATES      APPLIED DRILLING           The rig is currently drilling a second well for ADTI
                          GULF OF MEXICO     TECHNOLOGY INC. ("ADTI")   which was assigned from Helis Oil & Gas Company
                                                                        ("Helis").  Upon completion of this well, the rig will
                                                                        have two firm wells to drill for Helis, with Helis
                                                                        having options to drill four additional wells. The
                                                                        drilling of the remaining firm wells is expected to
                                                                        take until December 2004 to complete and if all four
                                                                        option wells are drilled, the contract could extend to
                                                                        June/July 2005.


MODULAR PLATFORMS -
--------------------
GOODWYN 'A' /NORTH        AUSTRALIA          WOODSIDE ENERGY LTD.       There is currently an indefinite planned break in
RANKIN 'A'                                                              drilling activity for the two client-owned rigs
                                                                        managed by the Company.  The Company is involved in
                                                                        maintenance of the two rigs for future drilling
                                                                        programs.



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