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: October 5, 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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act
        (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
        (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
        Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
        Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01         OTHER EVENTS

     Atwood  Oceanics,  Inc.  announced  today  that it has filed a  preliminary
prospectus  supplement  for an  offering  of  2,000,000  shares of common  stock
pursuant to effective shelf registration statements on Form S-3 previously filed
with the Securities and Exchange  Commission.  The offering  includes  1,000,000
shares of common stock to be sold by Atwood and 1,000,000 shares of common stock
to be  sold  by  Helmerich  &  Payne  International  Drilling  Co.,  as  selling
stockholder.  The  underwriters  have  the  option  to  purchase  up to  300,000
additional  shares of common stock to cover  over-allotments,  if any. A copy of
the press release  announcing the public  offering of common stock is filed with
this Form 8-K as Exhibit 99.1.


ITEM 9.01         FINANCIAL STATEMENT AND EXHIBITS

(c)      99.1     Press Release dated October 5, 2004



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SIGNATURES

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


                                                     ATWOOD OCEANICS, INC.
                                                     (Registrant)



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

                              DATE: October 5, 2004


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                                  EXHIBIT 99.1

            Atwood Oceanics Announces Public Offering of Common Stock

Houston, Texas
5 October 2004

FOR  IMMEDIATE  RELEASE

     HOUSTON,  October 5, 2004/PRNewswire/ -- Atwood Oceanics,  Inc. (NYSE: ATW)
(Houston-based  International Offshore Drilling Contractor) announced today that
it has filed a preliminary  prospectus  supplement  for an offering of 2,000,000
shares of common stock pursuant to effective  shelf  registration  statements on
Form S-3  previously  filed with the  Securities  and Exchange  Commission.  The
offering  includes  1,000,000  shares of common  stock to be sold by Atwood  and
1,000,000  shares of common stock to be sold by Helmerich & Payne  International
Drilling  Co.,  as  selling  stockholder.  The  underwriters  have the option to
purchase   up  to   300,000   additional   shares  of  common   stock  to  cover
over-allotments, if any.

     Atwood intends to use the net proceeds from the offering to repay a portion
of the outstanding indebtedness under its existing credit facility.  Atwood will
not  receive  any  proceeds  from  the  sale  of  common  stock  by the  selling
stockholder.

     Goldman,  Sachs & Co. is acting as sole  book-runner and joint manager with
Credit  Suisse  First Boston LLC.  Jefferies & Company,  Inc.,  Raymond  James &
Associates,  Inc. and Stifel,  Nicolaus & Company,  Incorporated  are serving as
co-managers.

     A copy of the preliminary prospectus supplement and related base prospectus
relating to this offering may be obtained from Goldman, Sachs & Co.'s Prospectus
Department  at 85 Broad  Street,  New York,  New York,  10004,  by  telephone at
212-902-1171 or by faxing a request to 212-902-9316.

     This press release does not  constitute an offer to sell or a  solicitation
of an offer to buy the securities  described herein, nor shall there be any sale
of these  securities  in any  state or  jurisdiction  in  which  such an  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the  securities  laws of any such  jurisdiction.  The offering may be made
only by means of the prospectus supplement and related base prospectus.

     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 and repair of 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, as amended,
for the year ended  September 30, 2003, the preliminary  prospectus  supplement,
and base prospectus, as filed with the Securities and Exchange Commission.

                                                   Contact:  Jim Holland
                                                          (281) 749-7804

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