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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: September 3, 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 September 3, 2002,  the Company  announced  that the  VICKSBURG has been
awarded a two year contract by ExxonMobil  Exploration  and Production  Malaysia
Inc. ("EMEPMI") for operations off the coast of Malaysia, with EMEPMI having the
right to  terminate  the  contract  after  one year at any time  with a 120 days
notice  period.  A copy of the press release  announcing  the contract  award is
filed with the Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7.  EXHIBITS


EXHIBIT 99.1      PRESS RELEASE DATED SEPTEMBER 3, 2002

EXHIBIT 99.2      CONTRACT STATUS SUMMARY AT SEPTEMBER 3, 2002


ITEM 9.    REGULATION FD DISCLOSURE

     The ATWOOD  SOUTHERN  CROSS is currently  expected to complete its one-well
drilling  program for Oil Fields Ltd in Israel  around  September 6, 2002.  When
this  drilling  program is  completed,  the rig will be idle three to four weeks
while completing certain upgrades to meet certain Italian requirements before it
can commence its next contract for Eni S.p.A.  - AGIP division  ("AGIP").  These
required  upgrades  are  estimated  to cost  approximately  $750,000,  with AGIP
covering  $550,000 of these costs.  The  operating  dayrate for the AGIP work is
$60,000, with the work estimated to take 60 to 90 days to complete.

     Additional  information  with  respect  to the  Company's  contract  status
summary at September 3, 2002 is attached hereto as EXHIBIT 99.2,  which is 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 upgrade 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: September 3, 2002







                                  EXHIBIT INDEX


EXHIBIT NO.                     DESCRIPTION

99.1           Press Release Dated September 3, 2002

99.2           Contract Status Summary at September 3, 2002




                                                                    EXHIBIT 99.1

HOUSTON, TEXAS
3 SEPTEMBER 2002

FOR IMMEDIATE RELEASE

     Atwood Oceanics,  Inc. (a Houston based  internationally  offshore drilling
contractor - NYSE - ATW)  announced  today that the VICKSBURG has been awarded a
two year  contract  by  ExxonMobil  Exploration  and  Production  Malaysia  Inc.
("EMEPMI")  for  operations  off the coast of Malaysia,  with EMEPMI  having the
right to  terminate  the  contract  after  one year at any time  with a 120 days
notice period.  The operating  dayrate is $64,500,  with EMEPMI having an option
for one additional year at a mutually agreed dayrate.  The contract provides for
EMEPMI to  reimburse  the  Company  for  approximately  $3.6  million of certain
modifications  and  equipment  upgrades  to be  performed  on the rig,  which is
expected  to take at  least 18 days to  complete,  prior  to it  commencing  the
drilling program.  The contract provides for the Company to receive a dayrate of
$52,000 for 18 days during the  upgrade  period.  The  VICKSBURG  completed  its
contract  with  Carigali-Triton  Operating  Company on  September 1, 2002 and is
currently undergoing the modifications and upgrades for the EMEPMI contract.


                                                           CONTACT: JIM HOLLAND
                                                                 (281) 749-7804








                                                                                                       EXHIBIT 99.2

                                                   EXHIBIT 99.2
                                      ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                              CONTRACT STATUS SUMMARY
                                               AT SEPTEMBER 3, 2002
                                                                

NAME OF RIG                  LOCATION         CUSTOMER                   CONTRACT STATUS
-----------                  --------         --------                   ---------------
SEMISUBMERSIBLES -
------------------
ATWOOD FALCON                MALAYSIA         SARAWAK SHELL BERHAD/      The rig is conducting a drilling program in Malaysia for
                                              SABAH SHELL                Sarawak Shell Berhad and Sabah Shell Petroleum Company Ltd.
                                              PETROLEUM                  ("Shell").  The drilling contract includes five firm wells
                                              COMPANY LTD                plus provides Shell with options to drill five additional
                                                                         wells.  Immediately upon completion of the Shell contract
                                                                         commitment for its firm wells (estimated October 2002), the
                                                                         rig will be moved to Australia to commence a program
                                                                         providing for the drilling of two wells plus options to
                                                                         drill three additional wells for Woodside Energy Ltd.


ATWOOD HUNTER                EGYPT            BURULLUS GAS COMPANY       The rig commenced an eleven-well drilling program in
                                                                         December 2001 estimated to be completed in October 2002.
                                                                         Contract opportunities to commence following completion of
                                                                         the rig's current contract are being pursued
                                                                         internationally.

ATWOOD EAGLE                SHIPYARD IN                                  The rig is currently undergoing an approximate $90 million
                            GREECE                                       water-depth upgrade and refurbishment. The upgrade should
                                                                         take approximately six months shipyard time to complete
                                                                         (October/November 2002).  Contract opportunities to
                                                                         commence following the rig's upgrade are being pursued
                                                                         internationally.

SEAHAWK                     MALAYSIA          EXXONMOBIL EXPLORATION     The rig's current contract terminates in December 2003,
                                              & PRODUCTION               with an option for the Operator to extend.
                                              MALAYSIA INC

ATWOOD SOUTHERN CROSS       MEDITERRANEAN     ENI S.P.A. - AGIP          The rig is currently expected to complete its one-well
                            SEA               DIVISION ("AGIP")          contract for Oil Fields Ltd. in Israel around September 6,
                                                                         2002 and will then be idle for three to four weeks while
                                                                         completing the required upgrades to meet certain Italian
                                                                         requirements under its contract with AGIP.   Upon
                                                                         completion of these required Italian upgrades, the rig
                                                                         will commence the AGIP drilling program which is expected
                                                                         to take 60 to 90 days to complete.


SEASCOUT                    UNITED STATES                                The SEASCOUT was purchased in December 2000 for future
                            GULF OF MEXICO                               conversion to a tender-assist unit, similar to the SEAHAWK,
                                                                         once an acceptable contract opportunity is secured.
CANTILEVER JACK-UPS -
---------------------
VICKSBURG                   MALAYSIA          EXXONMOBIL EXPLORATION     The rig is preparing to commence modifications and
                                              & PRODUCTION               upgrades for the EMEPMI contract.  Following completion of
                                              MALAYSIA INC.              these modifications and upgrades, the rig will commence a
                                              ("EMEPMI")                 two-year drilling program (with an option by EMEPMI for
                                                                         one additional year), with EMEPMI having the right to
                                                                         terminate the drilling program after one year at any time
                                                                         with a 120 days notice period.


ATWOOD BEACON               UNDER CONSTRUCTION                           The Company expects the construction of this ultra-premium
                                                                         jack-up drilling unit to be completed in June 2003.
SUBMERSIBLE -
--------------
RICHMOND                    UNITED STATES     EL PASO PRODUCTION OIL     The rig's current contract is expected to conclude in
                            GULF OF MEXICO    & GAS                      September 2002 unless the current operator exercises an
                                                                         option to drill one more well, which, if drilled could add
                                                                         another 45 days of drilling commitments.  The rig has been
                                                                         awarded a contract by Applied Drilling Technology Inc. to
                                                                         drill one firm well (estimated to take 30 days to complete)
                                                                         following completion of its current contract.

MODULAR PLATFORMS -
--------------------
GOODWYN 'A' /
NORTH RANKIN 'A              AUSTRALIA        WOODSIDE ENERGY LTD.       There is currently an indefinite planned break in drilling
                                                                         activity for the two client-owned rigs managed by the
                                                                         Company.  The Company is involved in maintenance of the
                                                                         two rigs for future drilling programs.