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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: NOVEMBER 18, 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 7. EXHIBITS

EXHIBIT 99.1  PRESS RELEASE DATED NOVEMBER 18, 2002

EXHIBIT 99.2  CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE
              MONTHS AND YEAR ENDED SEPTEMBER 30, 2002 AND 2001

EXHIBIT 99.3  ANALYSIS OF CONTRACT REVENUES AND DRILLING COSTS FOR
              THE THREE MONTHS AND YEAR ENDED SEPTEMBER 30, 2002

EXHIBIT 99.4  CONSOLIDATED CONDENSED BALANCE SHEETS AT SEPTEMBER 30,
              2002 AND 2001

EXHIBIT 99.5  CONTRACT STATUS SUMMARY AT NOVEMBER 18, 2002



ITEM 9.    REGULATION FD DISCLOSURE


     ON NOVEMBER 18,  2002,  THE COMPANY  ANNOUNCED  ITS EARNINGS FOR THE FISCAL
YEAR AND FOURTH  QUARTER  ENDED  SEPTEMBER 30, 2002. A COPY OF THE PRESS RELEASE
SUMMARIZING  THESE  EARNINGS IS FILED WITH THIS FORM 8-K AS EXHIBIT  99.1 AND IS
INCORPORATED HEREIN BY REFERENCE.

     THE RICHMOND HAS BEEN AWARDED A CONTRACT BY BURLINGTON  RESOURCES OIL & GAS
COMPANY  TO DRILL ONE WELL  IMMEDIATELY  UPON  COMPLETION  OF THE RIG'S  CURRENT
CONTRACT  (ESTIMATED LATED  NOVEMBER/EARLY  DECEMBER 2002, WHICH SHOULD KEEP THE
RIG  EMPLOYED  INTO JANUARY  2003.  THE DAYRATE FOR THE NEW CONTRACT IS $24,000.
CONTRACT  OPPORTUNITIES  TO COMMENCE  FOLLOWING  COMPLETION OF THE RIG'S CURRENT
CONTRACTS ARE CONTINUING TO BE PURSUED IN THE U.S. GULF OF MEXICO.

     ADDITIONAL   INFORMATION   WITH  RESPECT  TO  THE  COMPANY'S   CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED  SEPTEMBER 30, 2002
AND 2001,  AN ANALYSIS OF CONTRACT  REVENUES  AND  DRILLING  COSTS FOR THE THREE
MONTHS AND YEAR ENDED SEPTEMBER 30, 2002,  CONSOLIDATED CONDENSED BALANCE SHEETS
AT SEPTEMBER 30, 2002 AND 2001 AND CONTRACT  STATUS SUMMARY AT NOVEMBER 18, 2002
ARE ATTACHED HERETO AS EXHIBITS 99.2, 99.3, 99.4 AND 99.5,  RESPECTIVELY,  WHICH
ARE BEING  FURNISHED IN ACCORDANCE  WITH RULE 101(e)1)  UNDER  REGULATION FD AND
SHOULD NOT BE DEEMED TO BE FILED.

     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 upgrades 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, 2001, filed with the Securities and Exchange Commission.







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:    18 November 2002






                                  EXHIBIT INDEX


EXHIBIT NO.      DESCRIPTION

99.1     Press Release dated November 18, 2002

99.2     Consolidated Statements of Operations for the three months and year
         ended September 30, 2002 and 2001

99.3     Analysis of Contract Revenues and Drilling Costs for the three months
         and year ended September 30, 2002

99.4     Consolidated Condensed Balance Sheets at September 30, 2002 and 2001

99.5     Contract Status Summary at November 18, 2002






                                  EXHIBIT 99.1



ATWOOD  OCEANICS,   INC.,   Houston-based   International  Drilling  Contractor,
announced today that the Company and its subsidiaries reported net income of USD
28,285,000,  or  USD  2.02  per  diluted  share,  on  contract  revenues  of USD
149,157,000,  for the fiscal  year ended  September  30,  2002,  compared to net
income of USD 27,346,000, or USD 1.96 per diluted share, on contract revenues of
USD  147,541,000,  for the fiscal year ended  September 30, 2001. For the fourth
quarter  ended  September  30,  2002,  the Company  recorded a net income of USD
7,165,000 or USD .51 per diluted share,  on contract  revenues of USD 30,781,000
compared  to a net income of USD  7,791,000  or USD .56 per  diluted  share,  on
contract revenues of USD 35,694,000 for the fourth quarter of fiscal 2001.

Net income for the year and fourth  quarter was enhanced by $2.3 million or
$.16 per diluted share from a foreign income tax credit benefit generated in the
quarter ended September 30, 2002.

Compared figures are as follows:

  FOR THE YEAR  ENDED SEPTEMBER 30:                2002                    2001
  ---------------------------------                ----                    ----
  CONTRACT REVENUES                     USD 149,157,000         USD 147,541,000
  INCOME BEFORE INCOME TAXES                 38,777,000              41,121,000
  NET INCOME                                 28,285,000              27,346,000
  EARNINGS PER COMMON SHARE -
       BASIC                                       2.04                    1.98
       DILUTED                                     2.02                    1.96

  AVERAGE COMMON SHARES OUTSTANDING -
       BASIC                                 13,839,000              13,828,000
       DILUTED                               13,994,000              13,978,000
  FOR THE QUARTER ENDED SEPTEMBER 30:              2002                    2001
  -----------------------------------              ----                    ----
  CONTRACT REVENUES                      USD 30,781,000          USD 35,694,000
  INCOME BEFORE INCOME TAXES                  6,501,000              10,379,000
  NET INCOME                                  7,165,000               7,791,000
  EARNINGS PER COMMON SHARE -
       BASIC                                        .52                     .56
       DILUTED                                      .51                     .56

  WEIGHTED COMMON SHARES OUTSTANDING -
       BASIC                                 13,845,000              13,832,000
       DILUTED                               13,928,000              13,912,000