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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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Form 10-K

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


FOR FISCAL YEAR ENDED SEPTEMBER 30, 1997
COMMISSION FILE NUMBER 0-6352


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

TEXAS
(State or other jurisdiction of 74-1611874
incorporation or organization) (I.R.S. Employer Identification No.)


15835 Park Ten Place Drive 77084
Houston, Texas (Zip Code)
(Address of principal executive offices)

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Registrant's telephone number, including area code:
281-492-2929

Securities registered pursuant to
Section 12(b) of the Act:
Common Stock, $1 par value
(Title of Class)

Securities registered pursuant to
Section 12(g) of the Act:
Common Stock, $1 par value
(Title of Class)

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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 15 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 filings
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 { }

The aggregate market value of the voting stock held by non-affiliates of the
registrants as of November 28, 1997 is $486,500,000.

The number of shares outstanding of the issuer's class of Common Stock, as of
November 28, 1997: 13,550,176 shares of Common Stock, $1 par value.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Annual Report to Shareholders for the fiscal year ended September 30, 1997 -
Referenced in Parts I, II and IV of this report.
(2) Proxy Statement for Annual
Meeting of Shareholders to be held February 12, 1998 - Referenced in Part III of
this report.
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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) three "third-generation" semisubmersibles, one
"second-generation" semisubmersible,one jack-up, one "second-generation"
semisubmersible tender assist rig, one submersible, and one modular,
self-contained platform rig, and (ii) a fifty percent interest in a new
generation platform rig. The Company also provides labor, supervisory and
consulting services to two operator owned platform rigs in Australia.

In recent times, activity in the contract drilling industry has
significantly improved, especially for mobile drilling rigs that can operate in
deep water. For the last four years, the Company has maintained 99 percent
utilization of its drilling equipment, resulting in four consecutive years of
improved profitability.

To date, most of the Company's drilling operations have been conducted
outside United States waters. Approximately 88 to 93 percent of the Company's
contract revenues were derived from foreign operations in each of the last three
fiscal years. The Company is currently involved in active operations in the
territorial waters of Australia, Malaysia, Equatorial Guinea, United States and
the Phillipines. At the present time, the "ATWOOD HUNTER", a third-generation
semisubmersible, and the submersible "RICHMOND" are the Company's only drilling
vessels located in United States waters. For information relating to the
contract revenues, operating income and identifiable assets attributable to
specific geographic areas of operations, see Note 11 of Notes to Consolidated
Financial Statements contained in the Company's Annual Report to Shareholders
for fiscal year 1997, incorporated by reference herein.

OFFSHORE DRILLING EQUIPMENT

The Company's diversified fleet of owned or operated drilling rigs
currently consists of four semisubmersibles, one jack-up, one semisubmersible
tender assist vessel, one submersible, and four modular, self-contained platform
rigs. 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.

Each 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 unit 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 unit is raised out of the water by jacking up on these
legs. On completion of the well, the unit is jacked down, 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.







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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 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 several wells are typically 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. It is not unusual for contracts to contain
renewal provisions at the option of the customer. As a result of improved market
conditions, contracts with a term of one year or longer are now being awarded.
However, there is no guarantee that the current trend of awarding long-term
contracts will continue.

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 dayrate basis. Such agreements
generally provide for a reduced dayrate 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 dayrate because of the above conditions or because the
vessel is idle and not on contract will have an adverse effect on operating
profit. An over-supply of drilling rigs in any market area can adversely affect
the Company's ability to employ its drilling vessels. Except for two rigs idle
for upgrades, the Company had 100 percent utilization of its drilling fleet in
1997. Based upon current contract commitments, the Company should maintain a
high level of equipment utilization in fiscal 1998, exclusive of proposed rig
upgrades; however, there is no guarantee that the Company will not experience
some equipment idle time in fiscal 1998.

For long moves of drilling equipment, the Company attempts to obtain
either a lump sum or a dayrate 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. As a result of improved market conditions, in recent times,
the Company has received full recovery of relocation costs; however, there is no
guarantee that this trend will continue.

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.

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,





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the amount charged for the services may be adjusted if there are changes in
conditions, scope or costs of operations. The Company generally obtains
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 by the Oil
Pollution Act of 1990, 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 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 1997, the Company performed operations for 10
customers. Because of the relatively limited number of customers for which the
Company can operate at any given time, sales to each of 3 different customers
amounted to 10% or more of the Company's fiscal 1997 revenues. Esso Australia
Limited/Esso Production Malaysia, Inc., Mobil Equatorial Guinea Inc. and
Carigali-Triton Operating Company Sdn Bhd. accounted for 28%, 22% and 19%,
respectively, of fiscal year 1997 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, most of
which are substantially larger than the Company and possess appreciably greater
financial and other resources. Although recent business combinations among
drilling companies have resulted in a decrease in the total number of
competitors, the drilling industry remains competitive, with no one drilling
contractor being dominant. Thus, 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 is 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,





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which are in turn influenced by the financial condition of such companies, by
general economic conditions, by prices of oil and gas, and from time to time by
political considerations and policies.

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,
regulations affecting production, regulations restricting the importation of
foreign petroleum, environmental regulations and regulations which may limit
operations in offshore areas by foreign companies and/or personnel. See Note 11
to Consolidated Financial Statements contained in the Company's Annual Report to
Shareholders for fiscal year 1997, incorporated herein by reference, for a
summary of contract revenues, operating income and identifiable assets by
geographic region.

Because of the Company's foreign operations, its overall effective tax
rate may in the future be higher than the maximum United States corporate
statutory rate due to the possibility of higher foreign tax rates in certain
jurisdictions or less than full creditability of foreign taxes paid.

EMPLOYEES

The Company currently employs approximately 700 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 significantly 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 1997, which is incorporated by reference herein.

During fiscal 1997, the Company upgraded and relocated the ATWOOD HUNTER
at a cost of approximately $45 million and refurbished and upgraded the ATWOOD
SOUTHERN CROSS at a cost of approximately $35 million. In fiscal 1998, the
Company plans to upgrade the ATWOOD FALCON at an estimated cost of $50 million
and the VICKSBURG at an estimated cost of $35 million. For more information
concerning these costs, see Note 4 in Consolidated Financial Statements
contained in the Company's Annual Report to Shareholders for fiscal year 1997,
incorporated by reference herein.


ITEM 3. LEGAL PROCEEDINGS

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


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

On September 29, 1997, shareholders of record on September 19, 1997 were
advised of a special meeting of the shareholders on November 6, 1997 for the
purpose of approving a proposed amendment to the Company's Restated Articles of
Incorporation to increase the number of authorized shares of the Company's
common stock from 10 million shares to 20 million shares. Of the 6,771,680
shares of common stock outstanding and entitled to vote at the special meeting,
an aggregate of 6,411,680 shares (or approximately 95%) were voted "for" the
amendment, an aggregate of 29,597 shares were voted "against" the amendment, and
an aggregate of 1,720 shares abstained from voting.






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PART II

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

As of September 30, 1997, there were over 750 beneficial owners of the
Company's common stock.

The Company did not pay cash dividends in fiscal years 1996 or 1997 and
the Company does not anticipate paying cash dividends in the foreseeable future
because of the capital intensive nature of its business. To enable the company
to maintain its high competitive profile in the industry, cash reserves will be
utilized, at the appropriate time, to upgrade existing equipment or to acquire
additional equipment. The Company's revolving credit facility prohibits the
Company from paying dividends on common stock.

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 1997, 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
1997, 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 1997, 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 1997, which is incorporated by reference
herein.


ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with the Company's
independent public 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
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
February 12, 1998, 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 12, 1998, to be filed with the Commission not later than 120 days after
the end of the fiscal year covered by this Form 10-K.








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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 12, 1998, 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

This information is incorporated by reference from the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
February 12, 1998, to be filed with the Commission not later than 120 days after
the end of the fiscal year covered by this Form 10-K.

PART IV

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

(a) FINANCIAL STATEMENTS AND EXHIBITS

1. FINANCIAL STATEMENTS

The following financial statements, together with the report of Arthur
Andersen LLP dated November 25, 1997 appearing in the Company's Annual
Report to Shareholders, are incorporated by reference herein:

Consolidated Balance Sheets dated September 30, 1997 and 1996

Consolidated Statements of Operations for each of the three years in
the period ended September 30, 1997

Consolidated Statements of Cash Flows for each of the three years in
the period ended September 30, 1997

Consolidated Statements of Changes in Shareholders' Equity for each of
the three years in the period ended September 30, 1997

Report of Independent Public Accountants

Notes to Consolidated Financial Statements

2. EXHIBITS

See the "EXHIBIT INDEX" for a listing of all of the Exhibits filed as part
of this report.

The management contracts and compensatory plans or arrangements required
to be filed as exhibits to this report are as follows:

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.

Atwood Oceanics, Inc. 1996 Incentive Equity Plan - See Exhibit 10.3
hereof.

Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees
dated effective as of May 8, 1996 - See Exhibit 10.8 hereof.

Executive Agreement dated as of May 8, 1996 between the Company and
John R. Irwin - See Exhibit 10.9.1.

Executive Agreement dated as of May 8, 1996 between the Company and
James M. Holland - See Exhibit 10.9.2.






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Executive Agreement dated as of May 8, 1996 between the Company and
Glen P. Kelley - See Exhibit 10.9.3.

Executive Agreement dated as of May 8, 1996 between the Company and
Larry P. Till - See Exhibit 10.9.4.

(b) REPORTS ON FORM 8-K

During the last quarter of fiscal 1997, the Company filed with the
Securities and Exchange Commission the following reports on Form 8-K:

a) A report dated July 10, 1997 advising of the exercise of a
contract option by Shell Phillipines Exploration B.V. to
extend drilling operations for the ATWOOD FALCON for three
years beyond its current commitment after the Company spends
approximately $50 million for a required water-depth upgrade.

b) A report dated July 21, 1997 advising that the Company
entered into a $125 million revolving credit facility with a
bank group.






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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.

/s/ JOHN R. IRWIN
JOHN R. IRWIN, President
DATE: 3 December 1997


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.


/s/ JAMES M. HOLLAND /s/ JOHN R. IRWIN
JAMES M. HOLLAND JOHN R. IRWIN
Senior Vice President President and Director
(Principal Financial and (Principal Executive Officer)
Accounting Officer) Date: 3 December 1997
Date: 3 December 1997

/s/ ROBERT W. BURGESS /s/ GEORGE S. DOTSON
ROBERT W. BURGESS, GEORGE S. DOTSON,
Director Director
Date: 3 December 1997 Date: 3 December 1997

/s/ HANS HELMERICH /s/ WILLIAM J. MORRISSEY
HANS HELMERICH, WILLIAM J. MORRISSEY,
Director Director
Date: 3 December 1997 Date: 3 December 1997


/s/ W.H. HELMERICH, III
W.H. HELMERICH, III
Director
DATE: 3 December 1997






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EXHIBIT INDEX

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).

*3.1.4 Articles of Amendment dated November 6, 1997.

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

10.3 Joint Venture Letter Agreement dated November 4, 1994 between
the Company and Helmerich & Payne, Inc. (Incorporated herein
by reference to Exhibit 10.3 of the Company's Form 10-K for
the year ended September 30, 1994).

10.4 Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated herein
by reference to Exhibit 10.2 of the Company's Form 10-Q for the
quarter ended June 30, 1997).

10.5 Drilling Contract dated January 29, 1997 between the Company
and Occidental Phillipines, Inc. (Incorporated herein by
reference to the Company's Form 8-K dated July 10, 1997).

10.6 Credit Agreement dated July 17, 1997 between the Company and
Bank One, Texas, N.A., Christiania Bank OG Kreditkasse Asa,
New York Branch and Other Financial Institutions (Incorporated
herein by reference to the Company's Form 8-K dated July 21, 1997.)

10.7 Drilling Contract dated June 20, 1996 between the Company and
British-Borneo Petroleum, Inc. for use the ATWOOD HUNTER
(Incorporated herein by reference to the Company's Form 8-K
dated June 24, 1996).

10.8 Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees
dated effective as of May 8, 1996 (Incorporated herein by reference
to Exhibit 10.8 of the Company's Form 10-K for the year ended
September 30, 1996.)

10.9.1 Executive Agreement dated as of May 8, 1996, between the
Company and John R. Irwin (Incorporated herein by reference to
Exhibit 10.9.1 of the Company's Form 10-K for the year ended
September 30, 1996.)

10.9.2 Executive Agreement dated as of May 8, 1996 between the
Company and James M. Holland (Incorporated herein by reference
to Exhibit 10.9.2 of the Company's Form 10-K for the year
ended September 30, 1996.)

10.9.3 Executive Agreement dated as of May 8, 1996 between the
Company and Glen P. Kelley (Incorporated herein by reference
to Exhibit 10.9.3 of the Company's Form 10-K for the year
ended September 30, 1996.)

10.9.4 Executive Agreement dated as of May 8, 1996 between the
Company and Larry P. Till (Incorporated herein by reference to
Exhibit 10.9.4 of the Company's Form 10-K for the year ended
September 30, 1996.)







*13.1 Annual Report to Shareholders

*21.1 List of Subsidiaries

*23.1 Consent of Independent Public Accountants

*27.1 Financial Data Schedule

* Filed hereinwith