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                       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: July 15, 2002


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

                         COMMISSION FILE NUMBER 1-13167

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

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

               Registrant's telephone number, including area code:
                                  281-749-7800

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ITEM 5.    OTHER EVENTS


     ON JULY 15, 2002,  THE COMPANY  ANNOUNCED IT HAD FILED A $250 MILLION SHELF
REGISTRATION  STATEMENT WITH THE SECURITIES AND EXCHANGE  COMMISSION COVERING UP
TO $250  MILLION OF  VARIOUS  DEBT AND  EQUITY  SECURITIES.  A COPY OF THE PRESS
RELEASE ANNOUNCING THE FILING OF THE $250 MILLION SHELF  REGISTRATION  STATEMENT
IS FILED  WITH  THIS  FORM 8-K AS  EXHIBIT  99.1 AND IS  INCORPORATED  HEREIN BY
REFERENCE.



ITEM 7.   EXHIBITS


EXHIBIT 99.1               PRESS RELEASE DATED JULY 15, 2002








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:  July 15, 2002







                                  EXHIBIT INDEX


EXHIBIT NO.              DESCRIPTION
-----------           ----------------

99.1            Press Release dated July 15, 2002






                                                                   EXHIBIT 99.1



HOUSTON, TEXAS

15 July 2002

FOR IMMEDIATE RELEASE:


     Atwood Oceanics,  Inc. (a Houston based  international  offshore drilling
contractor - NYSE:  ATW) announced  today that it has filed a $250 million shelf
registration  statement with the Securities & Exchange Commission covering up to
$250 million of various debt and equity securities. The Company has no immediate
plans to offer any of the  securities  for sale,  but  believes it is prudent to
have registered securities available to fund future opportunities.




                                                         CONTACT:   Jim Holland
                                                                 (281) 749-7804