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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: May 24, 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 May 24,  2002,  the Company  announced  that  Woodside  Energy Ltd.  has
awarded  the ATWOOD  FALCON a contract  to drill two firm wells plus  options to
drill three  additional  wells off the coast of  Australia.  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 MAY 24, 2002

EXHIBIT 99.2CONTRACT STATUS SUMMARY AT MAY 24, 2002


ITEM 9.    REGULATION FD DISCLOSURE

     The  RICHMOND  commenced  in early  May 2002  drilling  its  one-well  plus
one-well  option  program for El Paso  Production  Oil & Gas Company which could
take 70 to 90 days to complete.

     Additional  information  with  respect  to the  Company's  contract  status
summary  at May 24,  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:      May 24, 2002







                                  EXHIBIT INDEX


EXHIBIT NO.               DESCRIPTION

99.1            Press Release Dated May 24, 2002

99.2            Contract Status Summary at May 24, 2002








                                                                 EXHIBIT 99.1

HOUSTON, TEXAS

24 MAY 2002

FOR IMMEDIATE RELEASE:


     ATWOOD  OCEANICS,  INC. (A HOUSTON BASED  INTERNATIONAL  OFFSHORE  DRILLING
CONTRACTOR - NYSE: ATW) ANNOUNCED  TODAY THAT WOODSIDE  ENERGY LTD  ("WOODSIDE")
HAS AWARDED THE ATWOOD FALCON A CONTRACT TO DRILL TWO (2) WELLS PLUS OPTIONS FOR
WOODSIDE TO DRILL UP TO THREE (3)  ADDITIONAL  WELLS OFF THE NORTHWEST  COAST OF
AUSTRALIA.  THE ATWOOD  FALCON IS  CURRENTLY  DRILLING A  FIVE-WELL  PROGRAM FOR
SARAWAK  SHELL  BERHAD AND SABAH  SHELL  PETROLEUM  COMPANY  LTD OF THE COAST OF
MALAYSIA. IMMEDIATELY UPON COMPLETION OF ITS CURRENT CONTRACT (ESTIMATED OCTOBER
2002),  THE RIG WILL BE MOVED TO AUSTRALIA TO COMMENCE THE DRILLING  PROGRAM FOR
WOODSIDE  WHICH COULD  EXTEND FOUR TO FIVE MONTHS IF ALL FIVE WELLS ARE DRILLED.
THE CONTRACT  PROVIDES FOR A DAYRATE RANGING FROM $89,100 TO $108,600  DEPENDING
UPON THE WATER DEPTH OF EACH WELL DRILLED,  WITH MOBILIZATION AND DEMOBILIZATION
PAYMENTS  RANGING FROM $1 MILLION TO $1.25 MILLION  DEPENDING UPON THE NUMBER OF
WELLS DRILLED.


                                                           CONTACT:  JIM HOLLAND
                                                                    281-749-7804








                                                                    EXHIBIT 99.2

                                  EXHIBIT 99.5
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                             CONTRACT STATUS SUMMARY
                                 AT MAY 24, 2002
                                                    

NAME OF RIG             LOCATION         CUSTOMER            CONTRACT STATUS
-----------             --------         --------            ---------------
SEMISUBMERSIBLES -
------------------
ATWOOD FALCON           MALAYSIA         SARAWAK SHELL       The rig is conducting a drilling program in Malaysia for Sarawak
                                         BERHAD/SABAH        Shell Berhad and Sabah Shell Petroleum Company Ltd. ("Shell").
                                         SHELL               The drilling contract includes five firm wells plus provides Shell
                                         PETROLEUM           with options to drill five additional wells.  Immediately upon
                                         COMPANY LTD.        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         The rig commenced in December 2001 an eleven-well drilling program
                                        COMPANY              estimated to take between 280 and 340 days to complete.

ATWOOD EAGLE            SHIPYARD IN GREECE                   The rig is currently undergoing an approximate $90 million 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          The rig's current contract terminates in December 2003, with an
                                         EXLPORATION &       option for the Operator to extend.
                                         PRODUCTION
                                         MALAYSIA INC.


ATWOOD SOUTHERN CROSS   MEDITERRANEAN    SAMEDAM,            The rig has contractual commitments in Israel which should keep the
                        SEA              MEDITERRANEAN SEA   rig employed into the fourth quarter of fiscal 2002.


SEASCOUT                UNITED STATES                        The SEASCOUT was purchased in December 2000 for future conversion to
                        GULF OF MEXICO                       a tender-assist unit, similar to the SEAHAWK, once an acceptable
                                                             contract opportunity is secured.







CANTILEVER JACK-UPS -
-----------------------
VICKSBURG               MALAYSIA -       CARIGALI-           The rig commenced a drilling program in October 2001 which could
                        THAILAND         TRITON              include up to 31 wells (completion of which should extend into fiscal
                        JOINT            OPERATING           2003). CTOC has the option of canceling the contract at any time
                        DEVELOPMENT                          after giving a sixty-day written notice of termination.
                        AREA

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             The rig commenced drilling in May 2002 a one-well (estimated to
                        GULF OF MEXICO   PRODUCTION OIL      take between 70 and 90 days to complete) plus an one-option well
                                         & GAS               program in the US Gulf of Mexico.


MODULAR PLATFORMS -
--------------------
RIG-200                 AUSTRALIA                            The rig is available for contract since it became idle in June 1999.


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