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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

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

For the Fiscal Year Ended September 30, 1994
Commission File Number 0-6352

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

State of Texas 74-1611874

(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)

15835 Park Ten Place Drive
P.O. Box 218350
Houston, Texas 77218

(Address of principal executive offices)

Registrant's telephone number, including area code:
(713) 492-2929

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1 par value
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x . No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation in S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definite proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrants as of November 30, 1994 is $63,530,000.

The number of shares outstanding of the issuer's class of Common Stock, as of
November 30 , 1994: 6,582,613 shares of Common Stock, $1 par value.



DOCUMENTS INCORPORATED BY REFERENCE

(1) Annual Report to Shareholders for the fiscal year ended September 30,
1994 - Referenced in Parts I, II and IV of this report.
(2) Proxy Statement for Annual Meeting of Shareholders to be held February 9,
1995 - Referenced in Part III of this report.

PART I

ITEM 1. BUSINESS

Atwood Oceanics, Inc. (which together with its subsidiaries is
identified as the "Company" or "Registrant", unless the context requires
otherwise), a corporation organized in 1968 under the laws of the State of
Texas, is engaged in contract drilling of exploratory and development oil and
gas wells in offshore areas and related support, management and consulting
services. The Company currently owns (i) one jack-up, one semisubmersible
tender-assist vessel, one submersible, one semisubmersible and one modular,
self-contained platform rig, and (ii) the stock of two corporations which are
the sole general partners owning 1% interests and limited partners owning 49%
interests in the profits and losses of two partnerships, which, collectively,
own three semisubmersible rigs. The Company also provides labor, supervisory
and consulting services to two operator-owned platform rigs in Australia

Activity in the contract drilling industry and related oil service
businesses has been depressed since 1982 due to a decline in the price of and
demand for oil and natural gas and an oversupply of drilling equipment. Such
industry conditions have resulted in intense competition, reduced rates for
drilling contracts and reduced utilization levels of drilling rigs. During
fiscal year 1994, there were no significant improvements in dayrate levels or
other underlying market conditions; however, due to the Company's increase in
fleet utilization from 88 percent in 1993 to 99 percent in 1994, the Company
enjoyed its first profitable year since 1989. However, due to continuing
uncertainties in the market and the fact that several rigs are currently
working under short-term contracts, there is no assurance in 1995 that the
Company can maintain its equipment utilization rate at its 1994 level.

Most of the Company's drilling operations have been conducted outside
United States waters. The Company is currently involved in active drilling
operations in Australia, Malaysia and Korea. At the present time, the
submersible "RICHMOND" is the Company's only drilling vessel located in United
States waters. At the end of fiscal year 1992, the RICHMOND had not found
profitable contract work for over one year, which, coupled with an uncertain
outlook for general improvement in the drilling market, caused the Company to
write down certain drilling vessels and other assets by $17 million. However,
since March 1993 the RICHMOND has had continuous profitable work in the United
States Gulf of Mexico.

For information relating to the revenues, profitability and identifiable
assets attributable to specific geographic area of operations, see Note 13 of
Notes to Consolidated Financial Statements contained in the Company's Annual
Report to shareholders for fiscal year 1994, incorporated by reference herein.

Page 3

The following table sets forth, for each of the last three fiscal years, the
approximate percentage of gross revenues (which include investment income)
derived from domestic and foreign operations:


Fiscal Year Ended
September 30,
1994 1993 1992

Domestic 12% 11% 6%
Foreign 88% 89% 94%


OFFSHORE DRILLING EQUIPMENT

As stated above, the Company's diversified fleet of owned or operated
drilling rigs currently consists of four semisubmersibles, one semisubmersible
tender assist vessel, one jack-up, one submersible, and one modular, self-
contained platform rig. Each type of drilling rig is designed for different
purposes and applications, for operations in different water depths, bottom
conditions, environments and geographical areas, and for different drilling
and operating requirements. The following descriptions of the various types
of drilling rigs owned or operated by the Company illustrate the diversified
range of application of the rig fleet.

The semisubmersible drilling unit has two hulls, the lower of which is
capable of being flooded. Drilling equipment is mounted on the main hull.
After the drilling unit is towed to location, the lower hull is flooded,
lowering the entire drilling unit to its operating draft, and the drilling
unit is anchored in place. On completion of operations, the lower hull is
deballasted, raising the entire drilling unit to its towing draft. This type
of drilling unit is designed to operate in greater water depths than a jack-up
and in more severe sea conditions than a drillship. Semisubmersible units are
generally more expensive to operate than jack-up rigs and, compared to a
drillship, are often limited in the amount of supplies that can be stored on
board.

The semisubmersible tender assist vessel operates like a semisubmersible
except that its drilling equipment is temporarily installed on permanently
constructed offshore support platforms. The semisubmersible vessel provides
crew accommodations, storage facilities and other support for the drilling
operations.

A jack-up drilling barge contains all of the drilling equipment on a
single hull designed to be towed to the well site. Once on location, legs are
lowered to the sea floor and the barge is raised out of the water by jacking
up on these legs. On completion of the well, the barge is jacked downed and
towed to the next location. A jack-up drilling unit can operate in more
severe sea and weather conditions than a drillship and is less expensive to
operate than a semisubmersible. However, because it must rest on the sea
floor, a jack-up cannot operate in as deep water as other units.

The submersible drilling unit owned by the Company has two hulls, the
lower being a mat which is capable of being flooded. Drilling equipment and
crew accommodations are located on the main hull. After the drilling unit is

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towed to location, the lower hull is flooded, lowering the entire unit to its
operating draft at which it rests on the sea floor. On completion of
operations, the lower hull is deballasted, raising the entire unit to its
towing draft. This type of drilling unit is designed to operate in shallow
water depths ranging from 9 to 70 feet and can operate in moderately severe
sea conditions. Although drilling units of this type are less expensive to
operate, like the jack-up rig, they cannot operate in as deep water as other
units.

A modular platform rig is similar to a land rig in its basic components.
Modular platform rigs are temporarily installed on permanently constructed
offshore support platforms in order to perform the drilling operations. After
the drilling phase is completed, the modular rig is broken down into
convenient packages and moved by work boats. A platform rig usually stays at
a location for several months, if not years, since there are usually several
wells drilled from a support platform.

DRILLING CONTRACTS

The contracts under which the Company operates its vessels are obtained
either through individual negotiations with the customer or by submitting
proposals in competition with other contractors and vary in their terms and
conditions. The initial term of contracts for the Company's owned and/or
operated vessels has ranged from the length of time necessary to drill one
well to several months and is generally subject to early termination in the
event of a total loss of the drilling vessel, excessive equipment breakdown or
failure to meet minimum performance criteria. In the current offshore
drilling market, long-term contracts for mobile exploration vessels, such as
the Company's semisubmersibles, are extremely rare. However, it is not
unusual for contracts to contain renewal provisions at the option of the
customer.

The rate of compensation specified in each contract depends on the
nature of the operation to be performed, the duration of the work, equipment
and services provided, the areas involved, market conditions and other
variables. Generally, contracts for drilling, management and support services
specify a basic rate of compensation computed on a day rate basis. Such
agreements generally provide for a reduced day rate payable when operations
are interrupted by equipment failure and subsequent repairs, field moves,
adverse weather conditions or other factors beyond the control of the Company.
Some contracts also provide for revision of the specified dayrates in the
event of material changes in certain items of cost. Any period during which a
vessel is not earning a full operating day rate because of the above
conditions or because the vessel is idle and not on contract will have an
adverse effect on operating profit. A continuing over supply of drilling rigs
in the market can adversely affect the Company's ability to employ its
drilling vessels and depresses dayrates which can be obtained.

Page 5

For long moves, the Company attempts to obtain either a lump sum or a
day rate as mobilization compensation for expenses incurred during the period
in transit. A surplus of certain types of units, either worldwide or in
particular operating areas, can result in the Company's acceptance of a
contract which provides only partial or no recovery of relocation costs.

Operation of the Company's drilling equipment is subject to the offshore
drilling requirements of petroleum exploration companies and agencies of
foreign governments. These requirements are, in turn, subject to fluctuations
in government policies, world demand and prices for petroleum products, proved
reserves in relation to such demand and the extent to which such demand can be
met from onshore sources. As the market continues to be burdened with an
oversupply of drilling units, some contracts continue to be offered on a per
well basis rather than a fixed time period.

The Company also contracts to provide various types of services to third
party owners of drilling rigs. These contracts are normally for a stated term
or until termination of operations or stages of operation at a particular
facility or location. The services may include, as in the case of contracts
entered into by the Company in connection with operations offshore Australia,
the supply of personnel and rig design, fabrication, installation and
operation. The contracts normally provide for reimbursement to the Company
for all out-of-pocket expenses, plus a service or management fee for all of
the services performed. In most instances, the amount charged for the
services may be adjusted if there are changes in conditions, scope or costs of
operations. The Company generally obtains the benefit of insurance or a
contractual indemnity from the owner for liabilities which could be incurred
in operations.

OPERATIONAL RISKS AND INSURANCE

The Company's operations are subject to the usual hazards associated
with the drilling of oil and gas wells, such as blowouts, explosions and
fires. In addition, the Company's vessels are subject to those perils
peculiar to marine operations, such as capsizing, grounding, collision and
damage from severe weather conditions. Any of these risks could result in
damage or destruction of drilling rigs and oil and gas wells, personal injury
and property damage, and suspension of operations or environmental damage
through oil spillage or extensive, uncontrolled fires. Although the Company
believes that it is adequately insured against normal and foreseeable risks in
its operations in accordance with industry standards, such insurance may not
be adequate to protect the Company against liability from all consequences of
well disasters, marine perils, extensive fire damage or damage to the
environment. To date, the Company has not experienced difficulty in obtaining
insurance coverage, although no assurance can be given as to the future
availability of such insurance or cost thereof. The occurrence of a
significant event against which the Company is not fully insured could have a
material adverse effect on the Company's financial position.

ENVIRONMENTAL PROTECTION

Under the Federal Water Pollution Control Act, as amended, operators of
vessels in navigable United States waters and certain offshore areas are
liable to the United States government for the costs of removing oil and
certain other pollutants for which they may be held responsible, subject to

Page 6

certain limitations, and must establish financial responsibility to cover such
liability. The Company has taken all steps necessary to comply with this law,
and has received a Certificate of Financial Responsibility (Water Pollution)
from the U.S. Coast Guard. The Company's operations in United States waters
are also subject to various other environmental regulations regarding
pollution and control thereof, and the Company has taken steps to ensure
compliance therewith.

CUSTOMERS

During fiscal year 1994, the Company performed operations for 17
customers. Because of the relatively limited number of customers for which
the Company can operate at any give time, sales to each of 2 different
customers amounted to 10% or more of the Company's fiscal 1994 revenues. Esso
Australia Limited/Esso Production Malaysia, Inc., and Western Mining
Corporation Limited accounted for 39% and 10% respectively, of fiscal year
1994 revenues. The Company's business operations are subject to the risks
associated with a business having a limited number of customers for its
products or services, and a decrease in the drilling programs of these
customers in the areas where they employ the Company may adversely affect the
Company's revenues.

COMPETITION

The Company competes with numerous other drilling contractors, some of
which are substantially larger than the Company and possess appreciably
greater financial and other resources. In addition, the Company must compete
with some large diversified natural resource companies that maintain offshore
drilling divisions. The drilling industry is highly competitive, and no one
drilling contractor is dominant. Even though improved somewhat from prior
years, the supply of drilling equipment continues to exceed demand. As a
consequence, there continues to be competition in securing available drilling
contracts.

Price competition is generally the most important factor in the drilling
industry, but the technical capability of specialized drilling equipment and
personnel at the time and place required by customers are also important.
Other competitive factors include work force experience, rig suitability,
efficiency, condition of equipment, reputation and customer relations. The
Company believes that it competes favorably with respect to these factors. If
demand for drilling rigs increases in the future, rig availability may also
become a competitive factor. Competition usually occurs on a regional basis
and, although drilling rigs are mobile and can be moved from one region to
another in response to increased demand, an oversupply of rigs in any region
may result. Demand for drilling equipment is also dependent on the
exploration and development programs of oil and gas companies, which are in
turn influenced by the financial condition of such companies, by general
economic conditions and prices of oil and gas, and from time to time by
political considerations and policies.

It is impracticable to estimate the number of competitors of the
Company, some of which may have substantially greater resources and longer
operating history than does the Company. In recent years many drilling
companies have sought protection from creditors under bankruptcy laws or have
undertaken business combinations with other companies as a result of the

Page 7

downturn in the contract drilling industry. Although these developments have
resulted in a decrease in the total number of competitors, management of the
Company believes that competition for drilling contracts will continue to be
intense for the foreseeable future.


FOREIGN OPERATIONS

The operations of the Company are conducted primarily in foreign waters
and are subject to certain political, economic and other uncertainties not
encountered by purely domestic drilling contractors, including risks of
expropriation, nationalization, foreign exchange restrictions, foreign
taxation, changing conditions and foreign and domestic monetary policies.
Generally, the Company purchases insurance to protect against some or all loss
due to events of political risk such as nationalization, expropriation, war,
confiscation and deprivation. Occasionally, customers will indemnify the
Company against such losses. Moreover, offshore drilling activity is affected
by government regulations and policies limiting the withdrawal of offshore oil
and gas, by regulations affecting production, by regulations restricting the
importation of foreign petroleum, by environmental regulations and by
regulations which may limit operations in offshore areas by foreign companies
and/or personnel. See Note 13 to Consolidated Financial Statements contained
in the Company's Annual Report to shareholders for fiscal year 1994,
incorporated herein by reference, for a summary of revenues, operating income
(loss) and identifiable assets by geographic region.


EMPLOYEES

The Company currently employs approximately 650 persons in its domestic
and worldwide operations. In connection with its foreign drilling operations,
the Company has often been required by the host country to hire substantial
portions of its work force in that country, and in some cases these employees
may be represented by foreign unions. To date the Company has experienced
little difficulty in complying with such requirements and the Company's
drilling operations have not been interrupted by strikes or work stoppages.

ITEM 2. PROPERTIES

Information regarding the location and general character of the
Company's principal assets may be found in the schedule with the caption
heading "Offshore Drilling Operations" in the Company's Annual Report to
Shareholders for fiscal year 1994, which is incorporated by reference herein.

In October 1993, the Company purchased for $1.5 million the SOUTHERN
CROSS, a semisubmersible built in 1976, and the Company sold its forty percent
interest in an incorporated Indian joint venture which owns a jack-up and a
drillbarge. For more information concerning these transactions, see Notes 4
and 11 to Consolidated Financial Statements contained in the Company's Annual
Report to Shareholders for fiscal year 1994, incorporated by reference herein.

ITEM 3. LEGAL PROCEEDINGS

The Company is not currently involved in any material legal proceedings.

Page 8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

During the fourth quarter of fiscal 1994, no matters were submitted to a
vote of shareholders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS

As of September 30, 1994, there were over 400 beneficial owners of the
Company's common stock.

The Company did not pay cash dividends in fiscal years 1993 or 1994 and
the Company does not anticipate paying cash dividends in the foreseeable
future because of the capital intensive nature of its business. Cash reserves
will be utilized to offset any operating cash deficiencies which could occur,
as well as to acquire additional equipment, at the appropriate time, to enable
the company to maintain its high competitive profile in the industry.

Market information concerning the Company's common stock may be found
under the caption heading "Stock Price Information" in the Company's Annual
Report to Shareholders for fiscal 1994, which is incorporated by reference
herein.

ITEM 6. SELECTED FINANCIAL DATA

Information required by this item may be found under the caption "Five
Year Financial Review" in the Company's Annual Report to Shareholders for
fiscal 1994, which is incorporated by reference herein.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Information required by this item may be found in the Company's Annual
Report to Shareholders for fiscal 1994, which is incorporated by reference
herein.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item may be found in the Company's Annual
Report to Shareholders for fiscal 1994, which is incorporated by reference
herein.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with the Company's accountants on
accounting and financial disclosure.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

This information is incorporated by reference from the Company's





Page 9

definitive Proxy Statement for the Annual Meeting of Shareholders to be held
February 9, 1995, to be filed with the Securities and Exchange Commission (the
Commission) not later than 120 days after the end of the fiscal year covered
by this Form 10-K.


ITEM 11. EXECUTIVE COMPENSATION

This information is incorporated by reference from the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
February 9, 1995, to be filed with the Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

This information is incorporated by reference from the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
February 9, 1995, to be filed with the Commission not later than 120 days
after the end of the fiscal year covered by this Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Upon being awarded a term contract in August 1994, the Company and
Helmerich & Payne, Inc. ("H&P") (current owner in conjunction with its wholly-
owned subsidiary, Helmerich & Payne International Drilling Co., of 24.31% of
the Company's common stock) entered into a joint venture agreement to
construct a new generation platform rig which is scheduled to commence
operating in offshore Australia in early 1996. H&P will manage the design,
construction, testing and mobilization of the new rig; while, the Company will
manage the initial installation and daily operation of the new rig. The
Company and H&P each have a fifty percent interest in the joint venture. At
September 30, 1994, the Company had invested $310,000 in this $26 million
project, with an estimated total investment by the Company to be approximately
$13 million. Three of the Company's directors, namely Walter H. Helmerich
III, Hans Helmerich and George S. Dotson are directors and executive officers
of H&P.

There are no other business relationships or transactions with
management involving the Company or any of its subsidiaries which require
disclosure under this Item 13.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements, Schedules and Exhibits

1. List of Financial Statements

The following financial statements, together with the report of Arthur
Andersen LLP dated November 29, 1994 appearing in the Company's Annual Report
to Shareholders, are incorporated by reference herein:

Page 10

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Shareholders' Equity

Report of Independent Public Accountants

Notes to Consolidated Financial Statements

2. List of Financial Statement Schedules

The following additional data should be read in conjunction with the
Consolidated Financial Statements in the Company's Annual Report to
Shareholders:

Report of Independent Public Accountants on Additional Note and
Schedules

Additional Note to Financial Statements

Schedule I - Marketable Securities

Schedule V - Property and Equipment

Schedule VI - Accumulated Depreciation of Property and Equipment


3. Exhibits

Listed below are all of the Exhibits filed as part of this report.

3.1.1 Restated Articles of Incorporation dated January 1972
(Incorporated herein by reference to Exhibit 3.1.1 of the
Company's Form 10-K for the year ended September 30, 1993).

3.1.2 Articles of Amendment dated March 1975 (Incorporated herein
by reference to Exhibit 3.1.2 of the Company's Form 10-K for
the year ended September 30, 1993).

3.1.3 Articles of Amendment dated March 1992 (Incorporated herein
by reference to Exhibit 3.1.3 of the Company's Form 10-K for
the year ended September 30, 1993).

3.2 Bylaws, as amended (Incorporated herein by reference to
Exhibit 3.2 of the Company's Form 10-K for the year ended
September 30, 1993).

10.1 Atwood Oceanics, Inc. 1981 Incentive Stock Option Plan
(Incorporated herein by reference to Exhibit 10.1 of the
Company's Form 10-K for the year ended September 30, 1993).

10.2 Atwood Oceanics, Inc. 1990 Stock Option Plan (Incorporated

Page 11

herein by reference to Exhibit 10.2 of the Company's Form
10-K dated September 30, 1993).

10.3 Joint Venture Letter Agreement dated November 4, 1994
between the Company and Helmerich & Payne, Inc.

13.1 Annual Report to Shareholders

22.1 List of Subsidiaries

23.1 Accountants Consent

27.1 Financial Data Schedule

4. Executive Compensation Plans and Arrangements

Atwood Oceanics, Inc. 1981 Incentive Stock Option Plan - See
Exhibit 10.1 hereof.

Atwood Oceanics, Inc. 1990 Stock Option Plan - See Exhibit 10.2
hereof.

(b) Reports on Form 8-K

During the last quarter of fiscal 1994, the Company did not file
with the Securities and Exchange Commission any reports on Form 8-K.

Page 12


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

ATWOOD OCEANICS, INC.


By /s/ JOHN R. IRWIN By /s/ JAMES M. HOLLAND
JOHN R. IRWIN, President JAMES M. HOLLAND,
(Principal Executive Officer) Senior Vice President
and (Principal
Financial Accounting
Officer)

Date: November 30, 1994 Date: November 30, 1994



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities on the dates
indicated.



By /s/ ROBERT W. BURGESS By /s/ GEORGE S. DOTSON

Robert W. Burgess, Director George S. Dotson, Director


Date: November 30, 1994 Date: November 30, 1994



By /s/ HANS HELMERICH By/s/ WILLIAM J. MORRISSEY

Date: November 30, 1994 Date: November 30, 1994

Page 13

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
ADDITIONAL NOTE AND SCHEDULES




To Atwood Oceanics, Inc.:

We have audited in accordance with generally accepted auditing
standards, the financial statements included in Atwood Oceanics, Inc.'s annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated November 29, 1994. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
additional note and schedules listed in the index of financial statements are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. Such
note and schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly state
in all material respects the financial data required to be set forth therein
in relation to the basic financial statements taken as a whole.





ARTHUR ANDERSEN LLP



Houston, Texas
November 29, 1994

Page 14



ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ADDITIONAL NOTE TO FINANCIAL STATEMENTS



SUPPLEMENTARY PROFIT AND LOSS INFORMATION

The following amounts were included as a component of net
income (loss) for each of the three years in the period ended
September 30, 1994:

(In thousands)
1992 1993 1994

Maintenance and repairs $3,278 $3,891 $4,478

Dividend income 223 223 236

Interest income 2,869 2,247 2,382



DETAIL OF ACCRUED LIABILITIES

Components of accrued liabilities at September 30, 1993 and 1994, are as
follows:

(In thousands)
1993 1994

Payroll and related accounts $2,892 $3,191
Property and payroll taxes 489 997
Income taxes 1,453 839
Other 1,008 1,546
$5,842 $6,573

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SCHEDULE I

ATWOOD OCEANICS, INC. AND SUBSIDIARIES
MARKETABLE SECURITIES
September 30, 1994
(In thousands)



Number of
Shares or
Principal
Description Amount Cost

Debt Securities:
U. S. Treasuries $ 22,600 $ 22,451

Common Stocks:
Energy 80 2,477


$ 24,928






Market Carrying
Description Value Amount

Debt Securities:
U. S. Treasuries $ 23,270 $ 22,451

Common Stocks:
Energy 5,458 2,477


$ 28,728 $ 24,928

Page 16

SCHEDULE V

ATWOOD OCEANICS, INC. AND SUBSIDIARIES
PROPERTY AND EQUIPMENT
For the Three Years in the Period Ended September 30, 1994
(In thousands)

Balance
Beginning
of Year Additions
Year ended September 30:

1992 - Drilling vessels, equipment and
drill pipe $205,291 $ 2,226
Construction-in-progress --- 13,062
Other 3,688 254
208,979 15,542
1993 - Drilling vessels, equipment and
drill pipe 165,077 2,390
Construction-in-progress 14,028 2,845
Other 3,871 67
182,976 5,302
1994 - Drilling vessels, equipment and
drill pipe 182,851 6,133
Other 3,924 589
$186,775 $ 6,722


Write-
Down of
Drilling
Vessels Retirements,
and Other Transfers
Equipment or Sales

Year ended September 30:

1992 - Drilling vessels, equipment and
drill pipe $(15,677) $(26,763)(1)
Construction-in-progress --- 966
Other --- (71)
(15,677) (25,868)
1993 - Drilling vessels, equipment and
drill pipe --- 15,384
Construction-in-progress --- (16,873)
Other --- (14)
--- (1,503)
1994 - Drilling vessels, equipment and
drill pipe --- (1,459)
Other --- (34)
$ --- $ (1,493)
NOTE -
(1) Includes the retirement of approximately $30 million of assets net of
accumulated depreciation related to a drilling vessel (See Schedule VI).





Page 17

SCHEDULE V (continued)

Balance at
End of Year

Year ended September 30:

1992 - Drilling vessels, equipment and
drill pipe $165,077
Construction-in-progress 14,028
Other 3,871
182,976
1993 - Drilling vessels, equipment and
drill pipe 182,851
Construction-in-progress ---
Other 3,924
186,775

1994 - Drilling vessels, equipment and
drill pipe 187,525
Other 4,479
192,004




Page 18

SCHEDULE VI

ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT
For the Three Years in the Period Ended September 30, 1994
(In thousands)
Balance Additions
Beginning Charged to
of Year Income


Year ended September 30:

1992 - Drilling vessels, equipment
and drill pipe $ 93,703 $15,089
Other 1,641 309
95,344 15,398

1993 - Drilling vessels, equipment
and drill pipe 83,049 12,730
Other 1,894 315
84,943 13,045

1994 - Drilling vessels, equipment
and drill pipe 94,488 13,317
Other 2,137 301
$ 96,625 $13,618


Balance
Retirements End
or Sales of Year

Year ended September 30:


1992 - Drilling vessels, equipment
and drill pipe $(25,743)(1) $ 83,049
Other (56) 1,894
(25,799) 84,943

1993 - Drilling vessels, equipment
and drill pipe (1,291) 94,488
Other (72) 2,137
(1,363) 96,625
1994 - Drilling vessels, equipment
and drill pipe (1,053) 106,752
Other (31) 2,407
$ (1,084) $109,159

(1) See Note (1) on Schedule V