As filed with the Securities and Exchange Commission on July 15, 2002
                                                  Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ATWOOD OCEANICS, INC.
             (Exact Name of Registrant as specified in its charter)

 Texas                                                74-1611874
 (State of Other Jurisdiction             (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                           15835 Park Ten Place Drive
                              Houston, Texas 77084
                                 (281)-749-7800
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)

 James M. Holland                               Copy to:
 Senior Vice President                          W. Garney Griggs, Esq.
 Atwood Oceanics, Inc.                          Strasburger & Price, LLP
 15835 Park Ten Place Drive                     1301 McKinney, Suite 3200
 Houston, Texas  77084                          Houston, Texas  77010-3033
 (281)-749-7800                                 (713) 951-5600
               (Name, Address, Including Zip Code, and Telephone
               Number, Including Area Code, of Agent for Service)

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. 9

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. :

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. 9

     If this Form is a  post-effective  amendment filed pursuant to Rule 4629(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. 9

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. 9

                         CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS                      PROPOSED MAXIMUM        AMOUNT OF
OF SECURITIES TO BE     AMOUNT TO BE     AGGREGATE OFFERING      REGISTRATION
REGISTERED              REGISTERED       PRICE (5)               FEE
Common Stock (1)
Preferred Stock (2)
Debt Securities (3)
Warrants (4)
Total                                    $250,000,000            $ 23,000



(1)      Subject to note (5) below, we are registering an indeterminate number
         of shares of common stock that we may issue from time to time at
         indeterminate prices, including shares issuable upon conversion of
         preferred stock that is convertible into common stock, and including
         shares issuable upon exercise of warrants.

(2)      Subject to note (5) below, we are registering an indeterminate number
         of shares of preferred stock that we may issue from time to time at
         indeterminate prices.  Shares of preferred stock may be convertible
         into shares of common stock.

(3)      Subject to note (5) below, we are registering an indeterminate amount
         of debt securities that we may issue from time to time at
         indeterminate prices.

(4)      Subject to note (5) below, we are registering an indeterminate number
         of warrants that we may issue from time to time at indeterminate prices
         entitling the holder to purchase shares of common stock.

(5)      Represents the principal amount of any debt securities issued at, or at
         a premium to, their principal amounts, and the issue price rather than
         the principal amount of any debt securities issued at an original issue
         discount; the liquidation preference of any preferred stock; the
         offering price of any common stock; the issue price of any warrants;
         and the exercise price of any warrants; all of which together will not
         exceed $250,000,000.  Pursuant to Rule 457(o), the registration is
         calculated on the aggregate maximum offering price of the common stock,
         preferred stock, debt securities, and warrants, and the table does not
         specify information about the amount of shares to be registered or the
         proposed maximum offering price per share.

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

                      Subject to Completion - July 15, 2002










     THE INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE
MAY NOT SELL THESE SECURITIES  UNTIL THE  REGISTRATION  STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  OFFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                                   Prospectus

                                  $250,000,000

                              ATWOOD OCEANICS, INC.

       This is an offering of securities of Atwood Oceanics, Inc. by the issuer.

       We may use this prospectus to offer the following securities for sale:

o       Common stock;

o       Preferred stock;

o       Debt securities which will rank equally and ratably with our senior
        debt; and

o       Warrants to purchase our common stock.

     We will provide,  in supplements to this prospectus,  the specific terms of
the  securities  that we are  offering.  A supplement  may also update or change
information  contained in this  prospectus.  This  prospectus may not be used to
sell securities unless accompanied by a prospectus  supplement.  You should read
this  prospectus and any related  prospectus  supplements  carefully  before you
invest in our securities.

     We may sell securities  directly to one or more purchasers or to or through
underwriters, dealers or agents. We will identify any such underwriters, dealers
or agents involved in the sale of securities in the accompanying prospectus.

     Our common stock is traded on the New York Stock  Exchange under the symbol
"ATW."

     YOU SHOULD  CAREFULLY  CONSIDER THE RISKS DESCRIBED UNDER THE CAPTION "RISK
FACTORS" BEGINNING ON PAGE 9 BEFORE INVESTING IN OUR SECURITIES.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES OR DETERMINED  THAT
THIS  PROSPECTUS  IS ACCURATE OR COMPLETE.  IT IS ILLEGAL FOR ANYONE TO TELL YOU
OTHERWISE.

     The Prospectus is dated July 15, 2002.























                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
U.S.  Securities and Exchange  Commission  using a shelf  registration  process.
Under  this  shelf  registration  process,  we may sell any  combination  of the
securities  described in this  prospectus in one or more offerings up to a total
dollar amount of $250,000,000.

     This prospectus  provides you with a general  description of the securities
that we may offer.  Each time we sell  securities,  we will provide a prospectus
supplement  that  will  contain  specific  information  about  the terms of that
offering.  The prospectus supplement may also add to or update other information
contained  in this  prospectus.  You should  read both this  prospectus  and the
accompanying   prospectus  supplement,   together  with  additional  information
described  below under the heading "Where You Can Find More  Information."  This
prospectus  is  preliminary  and the  information  within  may be  changed  when
finalized.

                                TABLE OF CONTENTS

                                                       Page
About This Prospectus                                    2
Where You Can Find More Information                      3
The Company                                              5
Forward-Looking Statements                               9
Risk Factors                                             9
Use of Proceeds                                         14
Ratio of Earnings to Fixed Charges                      14
Description of Common Stock                             15
Description of Preferred Stock                          17
Description of Debt Securities                          17
Description of Warrants                                 25
Plan of Distribution                                    27
Legal Matters                                           28
Experts                                                 29

     YOU  SHOULD  RELY ONLY ON THE  INFORMATION  CONTAINED  OR  INCORPORATED  BY
REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT.  WE HAVE
NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING  AN  OFFER  OF THESE  SECURITIES  IN ANY  STATE  WHERE  THE  OFFER IS NOT
PERMITTED.  YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS  SUPPLEMENT  IS  ACCURATE  AS OF ANY DATE  OTHER THAN THE DATE ON THE
FRONT OF THE PROSPECTUS.

     As used in this  prospectus  generally,  the terms "Atwood," "the Company,"
"we,"  "our" or "us" means  Atwood  Oceanics,  Inc.  and its direct or  indirect
subsidiaries.


                                       2








                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC. Our SEC filings are  available to the public over the
Internet  at the  SEC's web site at  http://www.sec.gov.  Our  Company  web site
address is www.atwd.com.  You may also read and copy any document we file at the
public reference rooms at the SEC's offices at the following locations:

Judiciary Plaza              Woolworth Building           Citicorp Center
Room 1024                    233 Broadway                 500 West Madison St.
450 Fifth Street, NW         New York, NY 10279           Suite 1400
Washington, DC 20549                                      Chicago, IL 60661

     Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.

     We have filed a  registration  statement  and related  exhibits on Form S-3
with the SEC  under  the  Securities  Act of 1933.  The  registration  statement
contains  additional  information about us and our securities.  You may read the
registration statement and exhibits without charge at the SEC's public reference
rooms,  you may access same at the SEC's web site  described  above,  or you may
obtain copies from the SEC at prescribed rates.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with the SEC, which means that we can disclose  important  information to you by
referring to other  documents  on file with the SEC.  Some  information  that we
currently have on file is  incorporated by reference and is an important part of
this  prospectus.  Some  information  that  we file  later  with  the  SEC  will
automatically update and supersede this information.

     We incorporate  by reference the following  documents that we have filed or
may file with the SEC pursuant to the Securities Exchange Act of 1934:

o       Description of our common stock, par value $1.00 per share (Common
        Stock), contained  in our  Registration  Statement  on Form 8-A,
        filed on July 2, 1997;

o       Annual Report on Form 10-K for the fiscal year ended  September 30,
        2001,  filed on December 21, 2001;

o       Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
        2001, filed on February 14, 2002;

o       Current  Report on Form 8-K,  filed on December 11, 2001 (except for
        information and exhibits furnished pursuant to Rule 101 (e)(1) of
        regulation FD (CFR243.101(e)(1));

o       Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
        2002, filed on May 14,  2002;

o       Current  Report  on Form  8-K,  filed on May 21,  2002;

o       Current Report on Form 8-K,  filed on May 24, 2002(except for
        information and exhibits furnished pursuant to Rule 101 (e)(1) of
        regulation FD (CFR243.101(e)(1));

o       Current Report on Form 8-K, filed on July 15, 2002(except for
        information and exhibits furnished pursuant to Rule 101 (e)(1) of
        regulation FD (CFR243.101(e)(1));  and

                                       3




o       All documents filed by us with the SEC pursuant to Sections 13(a),
        13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
        of this prospectus and prior to the termination of this offering.

     Upon your written or oral request,  we will provide you with a free copy of
any of these filings (except for exhibits,  unless the exhibits are specifically
incorporated by reference into the filing). You may request copies by writing or
telephoning us at:

                           15835 Park Ten Place Drive
                              Houston, Texas 77084
                                 (281)-749-7800
                           Attention: James M. Holland



                                       4



                                   THE COMPANY

     Atwood  Oceanics,  Inc., 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  (including  completions)  in offshore  areas and
related  support,  management  and  consulting  services.  We currently own four
upgraded semisubmersibles,  one upgraded jack-up, one upgraded submersible,  one
upgraded  semisubmersible  tender  assist  vessel and one  semisubmersible  unit
purchased  for future  conversion  to a tender  assist  vessel.  We also provide
labor,  supervisory and consulting  services to two client owned  self-contained
platform rigs in Australia.  We are also  constructing an ultra-premium  jack-up
drilling rig for the international non-North Sea drilling market.

     Since 1997, we have expended  around $250 million in upgrading our offshore
mobile drilling fleet,  which included the upgrade of the ATWOOD HUNTER to drill
in up to 5,000 feet of water in certain  environments.  In  addition to the $250
million  already  expended on upgrades,  we are  currently  upgrading the ATWOOD
EAGLE,  scheduled to be completed in October 2002,  at an estimated  cost of $90
million.  In July 2001, we entered into an agreement to construct a $125 million
ultra-premium  jack-up in Singapore with a scheduled  delivery in June 2003. The
construction  of this  drilling  unit is  currently  on schedule and within cost
estimates.  Fiscal  2001 marked our eighth  consecutive  profitable  year,  with
results  for the year  being  consistent  with  results  for 2000 and 1999.  Our
ability to continue to produce a strong financial  performance depends on a high
demand  for  drilling  equipment  which  is  dependent  on the  exploration  and
development programs of oil and gas companies.

     Historically,  most of our drilling  operations have been conducted outside
of United States waters. Approximately 82%, 72% and 76% of our contract revenues
were  derived  from  foreign  operations  in fiscal  years 2001,  2000 and 1999,
respectively. In addition to operating in United States waters, we are currently
involved in active foreign  operations in the  territorial  waters of Australia,
Israel,  Malaysia,  Thailand and Egypt. With the relocation of the ATWOOD HUNTER
to the  Mediterranean  Sea at the end of 2001, the  submersible  RICHMOND is our
only active drilling vessel located in United States waters; thus, we anticipate
that  approximately  95% of our contract revenues in fiscal 2002 will be derived
from outside of United States waters.

     OFFSHORE  DRILLING  EQUIPMENTOur  diversified  fleet of  owned or  operated
drilling rigs currently consists of four upgraded semisubmersibles, one upgraded
jack-up, one upgraded submersible and one upgraded semisubmersible tender assist
vessel and one  semisubmersible  to be converted to a tender  assist vessel at a
future date, and two managed modular,  self-contained platform rigs, in addition
to the  ultra-premium  jack-up  drilling  rig  being  constructed.  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 we own or operate  illustrate
the diversified range of application of our fleet.

o    Semisubmersible  Drilling Units. 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  drilling  rig
     and in  more  severe  sea  conditions  than a  drillship. Semisubmersible
     units are  generally  more  expensive  to operate  than jack-up drilling
     rigs and are often limited in the amount of supplies that can be stored
     on board.

                                       5


o    Semisubmersible  Tender  Assist  Vessels.   Semisubmersible  tender  assist
     vessels operate like semisubmersibles except that their 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.

o    Jack-Up  Drilling Rigs. A jack-up drilling rig 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 rig is raised out of
     the water by jacking up the legs. On completion of the well, the rig is
     jacked down, and towed to the next  location.  A jack-up  drilling  rig 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  rigs.  Ultra-premium  and premium jack-up  drilling rigs are
     differentiated  from other jack-up  drilling rigs primarily by their
     greater water depth  capabilities,  an ability to extend the drilling
     system over larger fixed offshore  platforms and more powerful mud
     pumps that allow them to  potentially  drill wells faster and more reliably
     than commodity jack-up rigs.

o    Submersible  Drilling  Units.  The  submersible  drilling unit we own has a
     lower hull or 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 its  location,  the lower hull is flooded,  lowering the
     entire unit to its operating draft at which it rests on the 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 a  jack-up drilling rig, they cannot
     operate in water as deep as the other units can.

o    Modular  Platform Rigs. 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 we operate our  drilling  vessels are  obtained
either  through  individual  negotiations  with the  customer  or by  submitting
proposals in  competition  with other  contractors.  The contracts vary in their
terms and  conditions.  The  initial  term of  contracts  for our  owned  and/or
operated  vessels has ranged from the length of time necessary to drill one well
to several years 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.

     The rate of compensation  specified in each contract  depends on the nature
of the operation to be performed,  the duration of the work, the amount and type
of equipment  and services  provided,  the  geographic  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 our control.  Some
contracts  also provide for revision of the  specified  dayrates in the event of

                                       6


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
profits. An over-supply of drilling rigs in any market area can adversely affect
our  ability  to  employ  our  drilling  vessels.   Our  active  drilling  fleet
utilization for 1999, 2000 and 2001 was 77%, 71% and 80%, respectively.  We have
retired both RIG 200 and RIG-19 (platform rigs located in Australia), with their
equipment available for sale or for use in future rig upgrades.  Excluding these
retired  platform  rigs and the ATWOOD EAGLE  upgrade  period,  our active fleet
utilization for fiscal 2002 is expected to exceed 90%. With some of our drilling
units having current  contracts that could expire before the end of fiscal 2002,
there is no  guarantee  that we will  maintain  full  utilization  of our active
drilling units for the remainder of fiscal 2002.

     For long moves of drilling  equipment,  we attempt 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 rigs,  either  worldwide or in
particular  operating  areas,  can result in our  acceptance of a contract which
provides only partial or no recovery of relocation costs.

     Operation  of our 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.

     We also contract 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 we entered into
in connection with operations  offshore  Australia,  the supply of personnel and
rig design,  fabrication,  installation  and operation.  The contracts  normally
provide for reimbursement to us for all out-of-pocket  expenses,  plus a service
or management  fee for all of the services  performed.  In most  instances,  the
amount  charged  for the  services  may be  adjusted  if there  are  changes  in
conditions,  scope or costs of operations.  We generally  obtain  insurance or a
contractual  indemnity from the owner for liabilities  that could be incurred in
operations.

  OPERATIONAL RISKS AND INSURANCE

     Our  operations  are  subject  to the  usual  hazards  associated  with the
drilling  of oil and gas wells,  such as  blowouts,  explosions  and  fires.  In
addition, our 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,  suspension of
operations  or   environmental   damage   through  oil  spillage  or  extensive,
uncontrolled  fires.  Our  operations  are also  subject  to  disruption  due to
terrorism.  As a  result  of the  terrorist  attacks  in the  United  States  on
September  11, 2001,  our premiums  for war risk  insurance  coverage in certain
parts of the world  increased  40%.  Although we believe that we are  adequately
insured  against  normal and  foreseeable  risks in our operations in accordance
with  industry  standards,  such  insurance  may not be  adequate  to protect us
against  liability  from all  consequences  of well  disasters,  marine  perils,
extensive fire damage, damage to the environment or disruption due to terrorism.
To date, we have 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
we are not fully insured could have a material  adverse  effect on our financial
position.

                                       7


      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.  We have taken all steps  necessary to
comply  with  this  law,   and  have   received  a   Certificate   of  Financial
Responsibility  (Water  Pollution) from the U.S. Coast Guard.  Our operations in
United States waters are also subject to various other environmental regulations
regarding  pollution  and  control  thereof,  and we have taken  steps to ensure
compliance therewith.

  CUSTOMERS

     During fiscal year 2001, we performed operations for 17 customers.  Because
of the  relatively  limited  number of customers for which we can operate at any
given time, sales to each of three different  customers  amounted to 10% or more
of our fiscal 2001 revenues.  Shell Philippines Exploration B.V, Esso Production
Malaysia,  Inc., and Rashid  Petroleum  Company  accounted for 26%, 18% and 11%,
respectively,  of fiscal year 2001 revenues. Our business operations are subject
to the risks associated with a business having a limited number of customers for
our  products  or  services,  and a decrease in the  drilling  programs of these
customers in the areas where they employ us may adversely affect our revenues.

  COMPETITION

     We compete with  numerous  other  drilling  contractors,  most of which are
substantially  larger than we are and possess  appreciably greater financial and
other resources.  Although some business  combinations  among drilling companies
have  resulted in a decrease in the total  number of  competitors,  the drilling
industry  still remains very  competitive,  with no single  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,   vessel   suitability,
efficiency,  condition  of  equipment,  reputation  and customer  relations.  We
believe that we compete  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,  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

     Our operations 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,  as well as a higher risk
for disruption of operations due to terrorism.  Generally, we purchase insurance
to protect  against some or all losses due to events of  political  risk such as
nationalization, expropriation, war, confiscation and deprivation. Occasionally,

                                       8


customers will  indemnify us 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.

     Because of our foreign  operations,  our 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

     We currently employ approximately 850 persons in our domestic and worldwide
operations.  In connection with our foreign drilling  operations,  we have often
been required by the host country to hire substantial portions of our work force
in that  country  and, in some cases,  these  employees  may be  represented  by
foreign unions. To date, we have experienced little difficulty in complying with
such  requirements,  and our  drilling  operations  have not been  significantly
interrupted by strikes or work stoppages.

     Our principal  executive offices are located at 15835 Park Ten Place Drive,
Houston,   Texas   77084,   and  our   telephone   number  at  that  address  is
(281)-749-7800.

                           FORWARD-LOOKING STATEMENTS

     Some of the information included in this prospectus and in the documents we
have  incorporated  by reference  contains,  and any  prospectus  supplement may
contain,  "forward-looking statements." Forward-looking statements relate to our
future  plans,  objectives,  expectations  and  intentions  and are not based on
historical facts.  Forward-looking  statements may include,  among other things,
business  strategy  and  expectations  concerning  industry  conditions,  market
position,  future  operations,  margins,  profitability,  liquidity  and capital
resources.  You can generally identify these statements by the use of words such
as  "anticipate,"   "believe,"   "estimate,"   "expect,"   "intend"  or  similar
expressions.

     These  forward-looking  statements are based on assumptions that we believe
are reasonable,  but they are open to a wide range of uncertainties and business
risks,  many of which are outside our  control,  including,  but not limited to,
those discussed under the heading "Risk Factors" below. As a result,  our actual
results of operations may differ  materially  from those expressed or implied by
any  forward-looking  statements.  We caution you not to place undue reliance on
these forward-looking  statements.  Forward-looking  statements speak only as of
the date  they are  made.  We will not  update  or  revise  any  forward-looking
statements unless the securities laws require us to do so.

                                  RISK FACTORS

     An investment in our  securities  involves  significant  risks.  You should
carefully  consider the risk factors  described below before deciding whether to
invest in our securities.  The risks and  uncertainties  described below are not
the only ones we face.  You should also  carefully  read and consider all of the
information we have included, or incorporated by reference,  in this prospectus,
before  you  decide  to  invest  in  our   securities.   Additional   risks  and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business.

                                       9




Our business relies on the oil and natural gas industry.

     Demand for our services depends on activity in offshore oil and natural gas
exploration,  development and production. The level of exploration,  development
and production activity is affected by factors such as:

o       prevailing oil and natural gas prices;

o       expectations about future prices;

o       the cost of exploring for, producing and delivering oil and natural gas;

o       the sale and expiration dates of available offshore leases;

o       demand for petroleum products;

o       current availability of oil and natural gas resources;

o       the rate of discovery of new oil and natural gas reserves in offshore
        areas;

o       local and international military, political and economic conditions;

o       technological advances;

o       and ability of oil and natural gas companies to generate or otherwise
        obtain funds for capital.

     During recent years,  the level of offshore  exploration,  development  and
production activity has been volatile. A decline in the worldwide demand for oil
and natural gas or  prolonged  low oil or natural gas prices in the future would
likely result in reduced  exploration  and  development  of offshore areas and a
decline  in the  demand for  offshore  marine  services.  Any such  decrease  in
activity  is likely to reduce  our day  rates  and our  utilization  rates  and,
therefore,  could have a material adverse effect on our financial  condition and
results of operations.

Government regulation could adversely affect our business.

     We  must  comply  with  extensive  government  regulation  in the  form  of
international  conventions,  federal,  state and local laws and  regulations  in
jurisdictions   where  our  vessels   operate  and/or  are   registered.   These
conventions,  laws and regulations  govern matters of environmental  protection,
worker  health and  safety,  and the  manning,  construction  and  operation  of
vessels.  We believe  that we are in  material  compliance  with all  applicable
environmental, health and safety laws and regulations. We are not a party to any
pending governmental  litigation or similar proceeding,  and we are not aware of
any  threatened  governmental  litigation  or  proceeding  which,  if  adversely
determined,  would have a material adverse effect on our financial  condition or
results of operations.  However, the risks of incurring  substantial  compliance
costs,  liabilities  and penalties for  non-compliance  are inherent in offshore
marine  operations.  Compliance  with  environmental,  health  and  safety  laws
increases our costs of doing business. Additionally,  environmental,  health and
safety laws change  frequently.  Therefore,  we are unable to predict the future
costs or other  future  impact of  environmental,  health and safety laws on our
operations.  There  is  no  assurance  that  we  can  avoid  significant  costs,
liabilities and penalties imposed as a result of governmental  regulation in the
future.


                                      10

     Operating  hazards  increase our risk of  liability;  we may not be able to
fully insure against these risks.

         Our operations are subject to various operating hazards and risks,
including:

o       adverse weather conditions,

o       mechanical failure,

o       navigation errors,

o       collision, and

o       oil and hazardous substance spills.

     These risks present a threat to the safety of personnel and to our
rigs, cargo, equipment under tow and other property, as well as the environment.
We could be required to suspend our operations or request that others suspend
their operations as a result of these hazards. Third parties may have
significant claims against us for damages due to personal injury, death,
property damage, pollution and loss of business.

     We maintain  insurance  coverage  against the casualty and liability  risks
listed  above.  We  believe  our  insurance  is  adequate,  and  we  have  never
experienced a loss in excess of policy  limits.  However,  we may not be able to
renew or maintain our existing  insurance  coverage at  commercially  reasonable
rates or at all. Additionally, there is no assurance that our insurance coverage
will be adequate to cover future claims that may arise.

We rely on foreign operations.

     During the past five years,  we derived  substantially  all of our revenues
from foreign  sources.  We therefore face risks inherent in conducting  business
internationally, such as:

o       legal and governmental regulatory  requirements;

o       difficulties and costs of staffing and  managing international
        operations;

o       language  and  cultural differences;

o       potential   vessel   seizure   or   nationalization   of  assets;

o       import-export  quotas  or  other  trade  barriers;

o       difficulties in collecting accounts receivable and longer collection
        periods;

o       political  and  economic instability;

o       imposition of currency exchange controls;

o       and potentially adverse tax consequences.

     In the past,  these  conditions or events have not materially  affected our
operations.  However,  we cannot predict  whether any such  conditions or events
might develop in the future. Also, we organized our subsidiary structure and our
operations  in part based on  certain  assumptions  about  various  foreign  and
domestic tax laws,  currency  exchange  requirements,  and capital  repatriation
laws.  While we believe our assumptions  are correct,  there can be no assurance
that  taxing  or  other  authorities  will  reach  the same  conclusion.  If our
assumptions are incorrect,  or if the relevant  countries  change or modify such
laws or the current  interpretation  of such laws, we may suffer adverse tax and
financial  consequences,  including the reduction of cash flow available to meet
required  debt  service  and  other  obligations.  Any of  these  factors  could
materially adversely affect our international operations and, consequently,  our
business, operating results and financial condition.



                                      11


We are exposed to foreign currency fluctuations.

     A significant  portion of the contract  revenues of our foreign  operations
are paid in U.S. dollars; however, some payments are made in foreign currencies;
therefore we are exposed to currency  fluctuations  and exchange rate risks as a
result of our foreign  operations.  To minimize  the  financial  impact of these
risks,  we attempt to match the currency of operating costs with the currency of
contract  revenue.  Because we  conduct a large  portion  of our  operations  in
foreign currencies,  any increase in the value of the U.S. dollar in relation to
the value of applicable  foreign currencies could adversely affect our operating
revenues when translated into U.S. dollars. To date, currency  fluctuations have
not had a material impact on our financial condition or results of operations.

The jack-up drilling rig under construction and any major upgrades and
refurbishments may not be completed on schedule and are, therefore, subject to
cost overruns.

     Risk of delay and cost  overruns  are  inherent  in any large  construction
project and result from numerous factors, including the following:

o       shortages of equipment, materials or skilled labor;

o       unscheduled delays in the delivery of ordered materials and equipment;

o       unanticipated cost increases;

o       design problems;

o       shipyard failures; and

o       strikes, lockouts and related union activities.

     While we have  encountered  no  significant  problems  in the past with the
shipyard that is constructing the jack-up drilling rig, we can make no guarantee
that it will be completed as promised or that there will be no cost overruns.

We are subject to war, sabotage and terrorism risk.

     The impact that the terrorist attacks of September 11, 2001 may have on the
energy industry in general, and on us in particular,  is not known at this time.
Uncertainty  surrounding  retaliatory  military strikes or a sustained  military
campaign may affect our operations in unpredictable  ways,  including changes in
the insurance  markets,  disruptions of fuel supplies and markets,  particularly
oil, and the possibility that infrastructure  facilities,  including  pipelines,
production  facilities,   refineries,  electric  generation,   transmission  and
distribution facilities,  could be direct targets of, or indirect casualties of,
an act of  terror.  War or risk of war may also  have an  adverse  effect on the
economy.

     The  terrorist  attacks,  have  resulted  in a hardening  of the  insurance
market. We maintain  insurance coverage against casualty and liability risks and
have renewed our primary insurance program for the insurance year 2002-2003.  As
a result of the events of September 11, 2001, the cost to cover war risks on our
rigs has  increased by 40%. We will  evaluate the need to maintain this coverage
as it applies to our drilling  fleet in the future.  We believe our insurance is
adequate, and we have never experienced a loss in excess of policy limits. There
is no assurance that our insurance coverage will be available or affordable and,
if available, whether it will be adequate to cover future claims that may arise.

     Instability  in the  financial  markets  as a result  of war,  sabotage  or
terrorism  could  also  affect  our  ability  to raise  capital  and could  also
adversely  affect the oil, gas and power  industries  and restrict  their future
growth.

                                       12

Competition could adversely affect our business.

     We operate in a competitive industry.  The principal competitive factors in
the drilling industry include:

o       price and reputation;

o       suitability of vessel types;

o       rig availability;

o       technical capabilities of equipment and personnel;

o       safety and efficiency;

o       work force experience;

o       condition of equipment;

o       customer relations; and

o       cost of moving equipment from one market to another.

     Most of our competitors  have appreciably  greater  resources than we have.
Oversupply,  competitive  bidding and downward  pressures on profits and pricing
margins could adversely affect our business,  financial condition and results of
operations.

We have a significant amount of debt.

     We have significant  indebtedness and will require substantial cash flow to
meet our debt service  requirements.  At June 30,  2002,  our long term debt was
$120.0 million. We expect to have between $140.0 and $150.0 million in long term
debt by  September  2002.  A high level of  indebtedness  will affect our future
operations in several ways, including the following:

-     We may be more  vulnerable  to  general  adverse  economic  and  industry
      conditions than some of our competitors who have less debt, and therefore,
      we may be at a competitive disadvantage.

-    Covenants  in our debt  obligations  require us to meet  certain  financial
     tests and limit our ability to borrow additional funds, make certain
     capital expenditures,  sell assets, pay dividends, or repurchase any of our
     outstanding common stock.

-    We may experience  difficulties  in obtaining  additional  financing in the
     future for working capital, capital expenditures,  acquisitions  or general
     corporate purposes.

     Our  ability  to meet  our  debt  obligations  will  depend  on our  future
performance.  To the extent that we are unable to repay our  indebtedness  as it
becomes due or at maturity with cash on hand or from other sources, we will need
to  refinance  our debt,  sell assets or repay the debt with the  proceeds of an
equity  offering.  There is no assurance that additional  indebtedness or equity
financing will be available to us in the future for the refinancing or repayment
of existing indebtedness,  nor can we give any assurance as to the timing of any
asset  sales or the  proceeds  that could be  realized by us from any such asset
sale.

     Control  by our  affiliates  may  limit  the  ability  of  stockholders  to
influence  the  outcome  of  director  elections  and  other  matters  requiring
stockholder approval.

     As of June 30,  2002,  Helmerich  &  Payne,  Inc.,  with  its  wholly-owned
subsidiary,  Helmerich & Payne  International  Drilling  Co., owns of record and
beneficially 3,000,000 shares of our common stock, or approximately 21.6% of the
issued and outstanding  shares of our common stock.  Three directors,  Walter H.
Helmerich,  III, Hans Helmerich and George S. Dotson, are employees of Helmerich
& Payne,  Inc. Walter H. Helmerich,  III and Han Helmerich,  together with other
family  members  and the estate of W.H.  Helmerich,  deceased,  are  controlling
stockholders of Helmerich & Payne,  Inc. The ownership and board  representation
of Helmerich & Payne, Inc. enables it to exercise substantial influence over the
election of directors and other corporate matters requiring stockholder or board
of directors' approval. This concentration of ownership may also have the effect
of delaying or  preventing  a change of  control.  Additionally,  as of June 30,
2002,  Franklin  Resources,  Inc., Charles B. Johnson,  Rupert H. Johnson,  Jr.,

                                       13


Franklin  Advisers,   Inc.,  Franklin  Advisory  Services,   LLC,  and  Franklin
Management,  Inc. collectively own approximately  1,728,000 shares of our common
stock, or approximately 12.5% of our issued and outstanding shares.

We depend on key personnel.

         We depend to a significant extent upon the efforts and abilities of our
executive officers and other key management personnel. There is no assurance
that these individuals will continue in such capacity for any particular period
of time. The loss of the services of one or more of our executive officers or
key management personnel could adversely affect our operations.

     We have been unable to obtain a written  consent  from Arthur  Andersen LLP
relating to the incorporation by reference of audited financial  statements into
this registration statement.

     Arthur  Andersen LLP has not  consented to the inclusion of their report in
this  prospectus,  and we have  dispensed  with the  requirement  to file  their
consent in reliance upon Rule 437a of the Securities Act of 1933. Because Arthur
Andersen  LLP has  not  consented  to the  inclusion  of  their  report  in this
prospectus,  you will not be able to recover  against Arthur  Andersen LLP under
Section 11 of the  Securities  Act for any untrue  statements of a material fact
contained  in the  financial  statements  audited by Arthur  Andersen LLP or any
omissions to state a material fact required to be stated therein.

                                 USE OF PROCEEDS

     Unless we state otherwise in a prospectus  supplement,  we will use the net
proceeds from the sale of securities sold by us for general corporate  purposes,
which may include the repayment of debt, acquisitions, including the purchase of
existing  drillings  rigs and the new  construction  of drilling  rigs,  capital
expenditures  and working  capital.  We may temporarily  invest funds we receive
from the sale of  securities  by us that we do not  immediately  need for  these
purposes.

                       RATIO OF EARNINGS TO FIXED CHARGES

         Our ratio of earnings to fixed charges for the periods indicated below
was as follows:

              Years Ended September 30,                  6 Months Ended
   ---------------------------------------------------------------------
   1997        1998       1999       2000       2001     March 31, 2002
    9.1         7.8        9.1        9.7        7.7         6.8

Our ratios of earnings to fixed charges are calculated as follows:

o      "earnings," which consist of consolidated income or loss from continuing
       operations plus income taxes, minority interest and fixed charges, except
       capitalized interest; and

o      "fixed charges," which consist of consolidated interest on indebtedness,
       including capitalized interest, amortization of debt discount and
       issuance cost, and the estimated portion of rental expense deemed to be
       equivalent to interest.


                                       14



                           DESCRIPTION OF COMMON STOCK

General

     Our  restated  articles  of  incorporation,  as amended  from time to time,
(herein,  articles  of  incorporation)  authorize  us to issue up to  20,000,000
shares of common stock, par value $1.00 per share, and up to 1,000,000 shares of
preferred  stock,  without  par value.  As of June 30,  2002,  an  aggregate  of
13,840,000  shares  of  common  stock and no  shares  of  preferred  stock  were
outstanding. Our common stock is listed on the New York Stock Exchange under the
symbol "ATW."

Voting Rights

     Holders  of common  stock are  entitled  to one vote for each  share on all
matters  submitted to a vote of our  stockholders.  Upon prior written notice, a
holder of common stock may cumulate his vote in the election of directors.

Election of Directors

     The candidates for directors  receiving the highest number of votes,  up to
the number of directors to be elected,  are elected. At each annual meeting, our
stockholders elect directors for one year terms.

Removal of Directors; Filling Vacancies on Board of Directors; Size of the Board

     Our directors may be removed, with or without cause, by vote of the holders
of  two-thirds  of the shares then entitled to vote at an election of directors.
Vacancies  in a  directorship  may be  filled by the vote of a  majority  of the
remaining  directors  then in  office,  even  though  less  than a  quorum.  Any
directors elected to fill a vacancy on the board serves for the remainder of the
unexpired  term of his  predecessor  and  until his  successor  is  elected  and
qualified. In the case of an increase in the number of directors, the additional
director  or  directors  will be  elected  at an annual  meeting or at a special
meeting of the  stockholders.  Currently,  the size of the board of directors is
seven, but one directorship is vacant.

Special Meetings of the Stockholders

     Our amended and  restated  bylaws  (herein,  bylaws)  provide  that special
meeting of stockholders may be called by the chairman of the board (if any), our
president,  the board of directors,  or the holders of at least one-tenth of all
shares entitled to vote at the meeting.

Dividends

     Subject to any preferences  that may be applicable to any  then-outstanding
shares of  preferred  stock,  holders of common  stock are  entitled  to receive
dividends  at  such  times  and  amounts  as may be  declared  by our  board  of
directors. We do not intend to pay any cash dividends on our common stock in the
foreseeable future.  Certain of our financing  arrangements restrict the payment
of dividends.

Liquidation or Dissolution

     In the event we liquidate,  dissolve, or wind up our affairs,  prior to any
distributions  to the holders of our common stock, our creditors and the holders
of our  preferred  stock,  if any,  will  receive any payments to which they are

                                       15


entitled.  Subsequent  to those  payments,  the holders of our common stock will
share ratably,  according to the number of shares held, in our remaining assets,
if any.

Other Provisions

     Shares of our common stock have no  subscription,  conversion or preemptive
rights.

Transfer Agent and Registrar

     The Transfer Agent and Registrar for our common stock is Continental  Stock
Transfer & Trust Company.

     We have summarized  certain provisions of our articles of incorporation and
bylaws below, but you should read our articles of incorporation and bylaws for a
more complete description of the rights of holders of our common stock.

Limitation of Directors Liability

     Our articles of incorporation  contain provisions  eliminating the personal
liability of our directors to us and our  stockholders  for monetary damages for
breaches of their fiduciary  duties as directors to the fullest extent currently
permitted by Texas law. Under Texas law and our articles of  incorporation,  our
directors  will  not be  liable  for a  breach  of his or her  duty  except  for
liability for:

o  a breach of his or duty of loyalty to us or our stockholders;

o  acts or omissions not in good faith or that involve intentional misconduct or
   a knowing violation of the law;

o  any transaction from which he or she receives
   an improper personal benefit; and

o  other acts or omissions for which the liability of a directors is expressly
   provided for by statute, such as the payment of unlawful dividends.

     These provisions pertain only to breaches of duty by directors as directors
and not in any other corporate capacity,  such as officers.  In addition,  these
provisions  limit  liability  only for breaches of fiduciary  duties under Texas
corporate  law  and  not for  violations  of  other  laws  such  as the  federal
securities laws.

     As a result of these  provisions  in our  articles  of  incorporation,  our
stockholders  may be unable to recover  monetary  damages against  directors for
actions taken by them that constitute negligence or gross negligence or that are
in violation of their fiduciary  duties.  However,  our  stockholders may obtain
injunctive or other equitable  relief for these actions.  These  provisions also
reduce the  likelihood of derivative  litigation  against  directors  that might
benefit us.



                                       16



                         DESCRIPTION OF PREFERRED STOCK

     Our articles of incorporation  authorizes us to issue,  without stockholder
approval,  up to 1,000,000 shares of preferred  stock,  without par value. As of
the date of this  prospectus,  we have not issued any preferred stock. Our board
of directors  may from time to time  authorize us to issue one or more series of
preferred  stock and may fix the  designations,  terms,  and relative rights and
preferences,  including the dividend rate, voting rights,  conversion rights and
privileges,  redemption and sinking fund provisions and liquidation  preferences
of each of these series.

     Thus, our board of directors  could  authorize us to issue  preferred stock
with voting,  conversion and other rights that could adversely affect the voting
power and  other  rights  of  holders  of our  common  stock or other  series of
preferred stock.  Also, the issuance of preferred stock could have the effect of
delaying, deferring or preventing a change in control of our company.

     Our articles of incorporation provide that dividends on preferred stock are
cumulative  and that no  dividends  will be paid on our common stock unless full
dividends on the preferred stock have been declared and paid. Upon  liquidation,
our  preferred  stock  will  have a  preference  over the  common  stock and any
payments to the holders of the preferred  stock will be made prior to those made
to the holders of the common  stock.  Our  preferred  stock is redeemable at our
option.

     The  particular  terms of any series of preferred  stock that we offer with
this prospectus will be described in the prospectus  supplement relating to that
series of preferred stock. Those terms may include:

o       the designation of the series, which may be by  distinguishing  number,
        letter and title;

o       the  number of shares of the  series;

o       the price at which the preferred  stock will be issued;

o       the dividend  rate, if any;

o       the dates at which dividends,  if any, shall be payable;

o       the redemption rights and price or prices, if any;

o       the terms and amount of any sinking fund; the liquidation preference per
        share;

o       whether the shares of the series  shall be  convertible,  and if so, the
        specification of the securities into which such preferred stock is
        convertible;

o       the conversion price or prices or rate or rates, and any adjustments
        thereof, the dates as of which such shares shall be convertible, and all
        other terms and conditions upon which such conversion may be made;

o       restrictions on the issuance of shares of the same series or of any
        other class or  series;

o       and the voting rights, if any.


                         DESCRIPTION OF DEBT SECURITIES

General

     We may issue debt securities  from time to time in one or more series.  The
following  description,  together  with any  applicable  prospectus  supplement,
summarizes the material terms and provisions of the debt  securities that we may
offer under this prospectus and any related indentures.

                                       17


     We have summarized below some of the provisions that will apply to the debt
securities unless the applicable prospectus  supplement provides otherwise.  The
summary may not contain all information  that is important to you. The indenture
and any supplemental  indenture will be included or incorporated by reference as
exhibits to the  registration  statement of which this prospectus is a part. You
should read the indenture and any supplemental  indenture.  You should also read
the prospectus  supplement,  which will contain additional information and which
may update or change some of the information below.

     We will describe the specific terms of the series of debt securities  being
offered in the related prospectus  supplement.  These terms will include some or
all of the following:

o       the designation or title of the debt securities;
o       any limit on the aggregate principal amount of the debt securities;
o       the percentage of the principal amount at which debt securities will be
        issued;
o       the terms relating to the subordination of the debt securities;
o       whether any of the debt securities are to be issuable as a global
        security and whether global securities are to be issued in temporary
        global form or permanent  global  form;
o       the person to whom any interest on the debt  security  will be  payable
        if other than the person in whose name the debt security is registered
        on the record date;
o       the date or dates on which the debt securities  will mature;
o       the rate or rates of interest, if any, that the debt securities will
        bear, or the method of  calculation  of the  interest  rate or rates;
o       the date or dates from which any  interest on the debt  securities  will
        accrue, the dates on which any interest will be payable and the record
        date for any interest  payable on any interest  payment  date;
o       the place or places where payments on the debt securities will be
        payable;
o       whether we will have the right or obligation to redeem or repurchase
        any of the debt securities,  and the terms applicable  to  any  optional
        or  mandatory redemption  or  repurchase;
o       the denominations  in which  the debt  securities  will be  issuable;
o       any index or formula used to determine the amount of payments on the
        debt securities;
o       the portion of the principal amount of the debt securities that will be
        payable if there is an acceleration of the maturity of the debt
        securities,  if that amount is other than the principal amount;
o       the terms of any guarantee of the payment of amounts due on the debt
        securities;
o       any restrictive covenants for the benefit of the holders of the debt
        securities;
o       the events of default with respect to the debt securities;
o       and any other terms of the debt securities.

Priority of the Debt Securities

     The debt securities will be our general unsecured obligations and will rank
pari passu (i.e.,  equally and ratably)  with all of our other senior  unsecured
and  unsubordinated  indebtedness.  The  debt  securities  will  be  effectively
subordinated  to all of our secured  indebtedness  to the extent of the value of
the assets securing that indebtedness. In the event of insolvency, our creditors
who are  holders  of  secured  indebtedness,  as  well  as  some of our  general
creditors, may recover more, ratably, than the holders of the debt securities.

     With respect to any offering of debt  securities,  we will  describe in the
accompanying prospectus supplement or the information  incorporated by reference
the approximate amount of our outstanding indebtedness as of the end of our most
recent fiscal quarter.

                                       18


Guarantees

     One  or  more  of  our  subsidiaries,  as  guarantors,  may  guarantee  our
obligations  under  the debt  securities.  Any such  guarantee  will  fully  and
unconditionally  guarantee our obligations  under the debt securities on a joint
and several basis subject to the limitation described in the next paragraph.  If
we default in payment of the principal  of, or premium,  if any, or interest on,
the  debt   securities,   the  guarantors,   jointly  and  severally,   will  be
unconditionally  obligated  to duly  and  punctually  make  such  payments.  The
prospectus  supplement for a particular  issue of debt  securities will describe
any  subsidiary  guarantors  and any material  terms of the  guarantees for such
securities.

         Each guarantor's obligations will be limited to the lesser of the
following amounts:

o    the aggregate  amount of our obligations  under the debt securities and the
     indenture;

o    and the amount, if any, which would not have rendered such guarantor
     "insolvent"  under Federal or appropriate state law as will be designated
     in the indenture, or have left it with unreasonably small capital, at the
     time it entered into the guarantee.

     Each  guarantor  that makes a payment or  distribution  under its guarantee
shall be entitled to contribution from each other guarantor in a pro rata amount
based on the net assets of each guarantor.

Form and Denominations

     The  debt  securities  will be  issued  in  fully  registered  form  and in
denominations  of  $1,000  and  integral  multiples  thereof,  unless  otherwise
specified in a prospectus supplement.

Transfer and Exchange

     You may have your debt  securities  broken  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  This is
called an "exchange."

     You may exchange or transfer debt  securities at any office we maintain for
this purpose in accordance with the terms of the indenture.  The trustee acts as
our  agent  for  registering  debt  securities  in  the  names  of  holders  and
transferring  debt securities.  We may change this appointment to another entity
or perform these tasks ourselves.  The entity performing the role of maintaining
the list of registered holders is called the "security registrar."

     You will not be  required  to pay a service  charge to transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental  charge  associated with the exchange or transfer.  The transfer or
exchange  will only be made if the security  registrar  is  satisfied  with your
proof of ownership.

     If we  designate  additional  transfer  agents,  they  will be named in the
prospectus supplement.  We may cancel the designation of any particular transfer
agent.  We may also  approve a change in the office  through  which any transfer
agent acts.

     If we  redeem  less  than  all of the debt  securities,  we may  block  the
transfer or  exchange of debt  securities  during the period  beginning  15 days
before  the day we mail the notice of  redemption  and ending on the day of that
mailing,  in order to freeze the list of holders to prepare the mailing.  We may
also refuse to register  transfers or exchanges of debt securities  selected for

                                       19


redemption,  except that we will  continue to permit  transfers and exchanges of
the unredeemed portion of any security being partially  redeemed.  Additionally,
we may refuse to register  transfers or exchanges  between a record date and the
next succeeding interest payment date.

Redemption

     Unless otherwise provided in the applicable prospectus  supplement,  we may
redeem  the  debt  securities  at our  option  on the  terms  set  forth  in the
indenture.  Upon the occurrence of either a change of control (as defined in the
indenture)  or certain  asset  sales,  we may be  required  to offer to purchase
outstanding  debt  securities,  in whole or in part,  if we have  sale  proceeds
exceeding some reasonable amount which will be provided for in the indenture and
consistent  with  industry and the sale proceeds are not timely  applied  toward
repayment of debt or investment in other assets useful to our business.

Payment and Paying Agents

     Unless otherwise provided in a prospectus supplement,  we will pay interest
to you on June 1st and  December  1st if you are a direct  holder  listed in the
trustee's  records  at the  close of  business  on May 15th and  November  15th,
respectively,  even if you no longer own the  security on the interest due date.
Holders  buying and selling  debt  securities  must work out between them how to
compensate for the fact that we will pay all the interest for an interest period
to the one who is the  registered  holder on the record  date.  The most  common
manner is to adjust the sale price of the debt  securities to allocate  interest
fairly  between  buyer and  seller.  This  allocated  interest  amount is called
"accrued interest."

     We will  pay  interest,  principal  and any  other  money  due on the  debt
securities at the corporate  trust office of the trustee.  We may also choose to
pay interest by mailing checks.

Interest Rates and Discounts

     The debt securities will earn interest at a fixed or floating rate or rates
for the  period  or  periods  of time  specified  in the  applicable  prospectus
supplement.  Unless otherwise specified in the applicable prospectus supplement,
the debt securities will bear interest on the basis of a 360-day year consisting
of twelve 30-day months.

     We may sell debt  securities at a substantial  discount  below their stated
principal amount,  bearing no interest or interest at a rate that at the time of
issuance is below market  rates.  Federal  income tax  consequences  and special
considerations  that apply to any series  will be  described  in the  applicable
prospectus supplement.

Global Securities

     We may issue the debt  securities in whole or in part in the form of one or
more global  securities.  A global  security is a security,  typically held by a
depositary such as the Depository Trust Company,  that represents the beneficial
interests of a number of  purchasers of such  security.  We may issue the global
securities  in either  temporary  or  permanent  form.  We will  deposit  global
securities with the depositary identified in the prospectus supplement. A global
security may be transferred as a whole only as follows:

o       by the  depositary  to a nominee  of the  depositary;

o       by a nominee of the depositary to the depositary or another nominee of
        the depositary;  or

o       by the depositary or any nominee to a successor depositary or any
        nominee of the successor.

                                       20


     We will  describe the specific  terms of the  depositary  arrangement  with
respect to a series of debt  securities  in a prospectus  supplement.  We expect
that the following provisions will generally apply to depositary arrangements.

     After  we  issue a global  security,  the  depositary  will  credit  on its
book-entry  registration and transfer system the respective principal amounts of
the debt  securities  represented  by such global  security  to the  accounts of
persons that have  accounts with such  depositary  (herein,  participants).  The
underwriters or agents  participating in the distribution of the debt securities
will  designate  the  accounts  to be  credited.  If we offer  and sell the debt
securities  directly or through  agents,  either we or our agents will designate
the  accounts.  Ownership of beneficial  interests in a global  security will be
limited to  participants  or persons that hold interests  through  participants.
Ownership of beneficial  interests in the global  security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the depositary and its participants.

         We and the trustee will treat the depositary or its nominee as the sole
owner or holder of the debt securities represented by a global security.
Principal, any premium and any interest payments on debt securities represented
by a global security registered in the name of a depositary or its nominee will
be made to such depositary or its nominee as the registered owner of such global
security.

     Unless otherwise indicated in the applicable prospectus supplement,  owners
of beneficial  interests in a global  security will be entitled to have the debt
securities  represented  by such global  security  registered in their names and
will be  entitled  to  receive  physical  delivery  of such debt  securities  in
definitive  form upon the terms  set  forth in the  indenture.  The laws of some
states require that certain  purchasers of securities take physical  delivery of
the  securities.  Such  laws may  impair  the  ability  to  transfer  beneficial
interests in a global security.

     We expect that the depositary or its nominee, upon receipt of any payments,
will  immediately  credit  participants'   accounts  with  payments  in  amounts
proportionate to their respective  beneficial  interests in the principal amount
of the global security as shown on the depositary's or its nominee's records. We
also expect that payments by participants  to owners of beneficial  interests in
the global  security  will be governed by standing  instructions  and  customary
practices, as is the case with the securities held for the accounts of customers
registered  in  "street   names"  and  will  be  the   responsibility   of  such
participants.

     If the  depositary  is at any time  unwilling  or  unable  to  continue  as
depositary and we do not appoint a successor  depositary  within ninety days, we
will issue individual debt securities in exchange for such global  security.  In
addition, we may at any time in our sole discretion determine not to have any of
the debt  securities of a series  represented by global  securities and, in such
event,  will issue debt  securities  of such series in exchange  for such global
security.

     Neither we, the trustee nor any paying  agent will have any  responsibility
or  liability  for any aspect of the records  relating  to or  payments  made on
account  of  beneficial  ownership  interests  in such  global  security  or for
maintaining,  supervising or reviewing any records  relating to such  beneficial
ownership  interests.  No such  person  will be  liable  for  any  delay  by the
depositary or any of its  participants  in identifying  the owners of beneficial
interests  in a global  security,  and we, the trustee and any paying  agent may
conclusively  rely on  instructions  from the  depositary or its nominee for all
purposes.

                                       21


Covenants

    With respect to each series of debt securities, we will be required to:

o       pay the principal of, and interest and any premium on, the debt
        securities when due;

o       maintain a place of payment;

o       deliver certain periodic reports to the holders of the debt securities
        at the times set forth in the indenture;

o       provide to the trustee within 90 days after the end of each fiscal year
        a certificate regarding our compliance with the obligations and
        covenants in the indenture; and

o       pay any material taxes.

         The indenture for the debt securities will contain covenants limiting
our ability, or the ability of our subsidiaries, to:

o       incur additional debt (including guarantees);

o       make certain payments;

o       engage in other business activities;

o       issue other securities;

o       dispose of assets;

o       enter into certain transactions with our subsidiaries and other
        affiliates;

o       incur liens; and

o       enter into certain mergers and consolidations involving us and our
        subsidiaries.

         Any additional covenants will be described in the applicable prospectus
supplement.

     Unless we state otherwise in the applicable prospectus supplement,  we will
agree  not to  consolidate  with or  merge  into  any  individual,  corporation,
partnership or other entity (each, a person) or sell, lease, convey, transfer or
otherwise  dispose of all or substantially  all of our assets to any person,  or
permit  any  person to  consolidate  or merge  into us or sell,  lease,  convey,
transfer or otherwise  dispose of all or  substantially  all of its assets to us
unless:

-     the person formed by or surviving the consolidation or merger (if not us),
      or to which the sale, lease, conveyance,  transfer or other disposition is
      to be made is a corporation,  limited liability  company or partnership
      organized and existing  under the laws of the United  States or any state
      or the  District  of Columbia,  and  the  person  assumes  by supplemental
      indenture in a form satisfactory to the trustee all of our obligations
      under any indenture;

-     immediately before and after giving effect to the transaction and treating
      any debt that becomes an obligation of ours or of any of our subsidiaries
      as having been incurred by us or our subsidiary at the time of the
      transaction,  no default or event of default shall have occurred and be
      continuing; and

 -    the entity formed by or surviving such transaction (if not us) will have a
      certain net worth and will be able to incur additional indebtedness  under
      the indenture after giving effect to the transaction.

Events of Default

     Unless we state  otherwise  in the  applicable  prospectus  supplement,  an
"event of  default"  with  respect to the debt  securities  under any  indenture
means:

                                       22


-     our default for 30 days in payment of any interest on the debt securities;

-     our default in payment of any principal or premium on the debt securities
      of the series upon maturity or otherwise;

-     our default in the observance of certain covenants as set forth in
      the indenture;

-     our default, for 30 days after delivery of written notice, in the
      observance or performance of other covenants;

-     our default in the payment of our other indebtedness;

-     bankruptcy, insolvency or reorganization events relating to us or
      our subsidiaries;

-     the entry of a judgment in excess of the amount specified in the indenture
      or any supplemental indenture against us or such significant subsidiary
      which is not covered by insurance and not discharged, waived or stayed; or

-     any other event of default included in the indenture or any supplemental
      indenture and described in the prospectus supplement.

     The consequences of an event of default,  and the remedies  available under
the indenture or any supplemental  indenture,  will vary depending upon the type
of event of default that has occurred.

     Unless we state otherwise in the applicable  prospectus  supplement,  if an
event of  default  with  respect  to any debt  securities  has  occurred  and is
continuing,  then  either  the  trustee  or the  holders  of at least 25% of the
principal amount specified in the indenture or any supplemental indenture of the
outstanding  debt  securities may declare the principal of all the affected debt
securities and interest accrued to be due and payable immediately.

     Unless we state otherwise in the applicable  prospectus  supplement,  if an
event of  default  with  respect  to any debt  securities  has  occurred  and is
continuing  and is due  to a  bankruptcy,  insolvency  or  reorganization  event
relating to us,  then the  principal  (or such  portion of the  principal  as is
specified in the terms of the debt  securities)  of and interest  accrued on all
debt  securities  then  outstanding  will become due and payable  automatically,
without further action by the trustee or the holders.

     Under conditions specified in the indenture and any supplemental indenture,
the holders of a majority of the  principal  amount of the debt  securities  may
annul or waive certain  declarations and defaults described above. These holders
may not,  however,  waive a  continuing  default in payment of  principal of (or
premium, if any) or interest on the debt securities.

   The indenture will provide that subject to the duty of the trustee during a
default to act with the required standard of care, the trustee will have no
obligation to exercise any right or power granted to it under the indenture at
the request of holders of debt securities unless the holders have indemnified
the trustee. Subject to the provisions in the indenture and any supplemental
indenture for the indemnification of the trustee and other limitations specified
therein, the holders of a majority in principal amount of the outstanding debt
securities may direct the time, method and place of conducting any proceeding
for any remedy available to the trustee, or exercising any trust or power
conferred on the trustee with respect to the debt securities.

                                       23


     If you hold debt  securities,  you will not be permitted under the terms of
the indenture or any  supplemental  indenture to institute any action against us
in connection with any default (except actions for payment of overdue principal,
premium, or interest or other amounts) unless:

-       you have given the trustee written notice of the default and its
        continuance;

-       holders of not less than 25% in principal amount of the debt securities
        issued under the indenture have made a written request upon the trustee
        to institute the action and have offered the trustee reasonable
        indemnity;

-       the trustee has not instituted the action within 60 days of the request;
        and

-       during such 60-day period, the trustee has not received directions
        inconsistent with the written request by the holders of a majority in
        principal amount of the outstanding debt securities issued under the
        indenture.

Defeasance Provisions Applicable to the Debt Securities

     Unless otherwise specified in a prospectus supplement,  under the indenture
or any supplemental indenture, we, at our option,


o       will be discharged from our obligations in respect of the debt
        securities under the indenture (except for certain obligations relating
        to the trustee and obligations to register the transfer or exchange of
        debt securities, replace stolen, lost or mutilated debt securities,
        maintain paying agencies and hold moneys for payment in trust) or

o       need not comply with certain restrictive covenants of the indenture or
        supplemental indenture,

in each case, if we irrevocably  deposit, in trust with the trustee,  money
or U.S.  government  obligations  which  through  the  payment of  interest  and
principal  will  provide  money  sufficient  to pay all the  principal  of,  and
interest and premium, if any, on, the debt securities on the dates on which such
payments are due. We must also  specify  whether the debt  securities  are being
defeased to maturity or to a particular redemption date.

     To exercise  the above  option,  no default or event of default  shall have
occurred or be continuing on the date of such deposit,  and such defeasance must
not result in a breach of or constitute a default  under any material  agreement
to which we are  bound.  We also must  deliver a  certificate  stating  that the
deposit  was not  made  with  the  intent  of  preferring  holders  of the  debt
securities over our other creditors. In addition, we must deliver to the trustee
an opinion of counsel that:


                                      24


o       the deposit and related defeasance would not cause the holders of the
        debt securities to recognize income, gain or loss for federal income tax
        purposes and, in the case of a discharge pursuant to the first bullet
        point above, the opinion will be accompanied by a private letter ruling
        to that effect from the IRS or a revenue ruling concerning a comparable
        form of transaction to that effect published by the IRS,

o       after the 91st day following the deposit, the funds will not be subject
        to the effect of any applicable bankruptcy, insolvency or similar laws,
        and

o       all conditions precedent relating to the defeasance have been complied
        with.

Modification and Waiver

     We and the trustee may, without the consent of holders,  modify  provisions
of the indenture for certain  purposes,  including,  among other things,  curing
ambiguities and maintaining the  qualification  of the indenture under the Trust
Indenture Act. Under the indenture, our rights and obligations and the rights of
holders  may be  modified  with the  consent of the  holders  of a  majority  in
aggregate  principal amount of the outstanding  debt securities  affected by the
modification.  However,  unless indicated otherwise in the applicable prospectus
supplement,  the  provisions of the  indenture  may not be modified  without the
consent of each holder of debt securities  affected  thereby if the modification
would:

o       reduce the principal of or change the stated maturity of any such debt
        securities;

o       waive certain provisions regarding redemption in a manner adverse to the
        rights of any holder of such debt securities;

o       reduce the rate of or change the time for payment of interest on such
        debt securities;

o       waive a default in the payment of principal or interest on such debt
        securities;

o       change the currency in which any of such debt securities are payable;

o       waive a redemption payment with respect to such debt securities (other
        than as specified in the indenture); or

o       change the provisions of the indenture regarding waiver and amendment.

The Trustee

     We  will  include  information  regarding  the  trustee  in the  prospectus
supplement  relating to any series of debt  securities.  If any event of default
shall  occur  (and  be  continuing)  under  the  indenture  or any  supplemental
indenture, the trustee will be required to use the degree of care and skill of a
prudent man in the  conduct of his own  affairs.  The  trustee  will be under no
obligation to exercise any of its powers at the request of any of the holders of
the  debt  securities,  unless  the  holders  shall  have  offered  the  trustee
reasonable indemnity against the costs, expenses and liabilities it might incur.
The  indenture,  any  supplemental  indenture,  and the  provisions of the Trust
Indenture Act incorporated by reference thereby, will contain limitations on the
rights of the trustee, should it become a creditor of ours, to obtain payment of
claims or to  realize  on  property  received  by it in respect of any claims as
security or otherwise.


                             DESCRIPTION OF WARRANTS

     We summarize  below some of the provisions  that will apply to the warrants
unless the applicable prospectus supplement provides otherwise.  The summary may
not contain all information  that is important to you. The complete terms of the
warrants will be contained in the  applicable  warrant  certificate  and warrant
agreement.  These  documents  have been or will be included or  incorporated  by
reference as exhibits to the registration  statement of which this prospectus is
a part. You should read the warrant  certificate and the warrant agreement.  You

                                       25


should  also read the  prospectus  supplement,  which  will  contain  additional
information and which may update or change some of the information below.

General

     We may issue warrants to purchase  common stock  independently  or together
with other  securities.  The  warrants  may be attached to or separate  from the
other  securities.  We may issue warrants in one or more series.  Each series of
warrants  will be issued under a separate  warrant  agreement to be entered into
between us and a warrant agent. The warrant agent will be our agent and will not
assume any obligations to any holder or beneficial owner of the warrants.

     The prospectus  supplement and the warrant agreement relating to any series
of warrants will include specific terms of the warrants. These terms include the
following:

-       the title and aggregate number of warrants;

-       the price or prices at which the warrants will be issued;

-       the amount of common stock for which the warrant can be exercised and
        the price or the manner of determining the price or other consideration
        to purchase the common stock;

-       the date on which the right to exercise the warrant begins and the date
        on which the right expires;

-       if applicable, the minimum or maximum amount of warrants that may be
        exercised at any one time;

-       if applicable, the designation and terms of the securities with which
        the warrants are issued and the number of warrants issued with each
        other security;

-       any provision dealing with the date on which the warrants and related
        securities will be separately transferable;

-       any mandatory or optional redemption provision;

-       the identity of the warrant agent; and

-       any other terms of the warrants.

     The  warrants  will be  represented  by  certificates.  The warrants may be
exchanged under the terms outlined in the warrant agreement.  We will not charge
any service charges for any transfer or exchange of warrant certificates, but we
may require payment for tax or other governmental charges in connection with the
exchange or transfer. Unless the prospectus supplement states otherwise, until a
warrant is  exercised,  a holder will not be entitled to any payments on or have
any rights  with  respect to the common  stock  issuable  upon  exercise  of the
warrant.


                                       26


Exercise of Warrants

     To exercise the  warrants,  the holder must provide the warrant  agent with
the following:

o       payment of the exercise price;

o       any required information described on the warrant certificates;

o       the number of warrants to be exercised;

o       an executed and completed warrant certificate; and

o       any other items required by the warrant agreement.

     If a warrant holder  exercises  only part of the warrants  represented by a
single  certificate,  the warrant agent will issue a new warrant certificate for
any warrants not exercised.  Unless the prospectus  supplement states otherwise,
no fractional  shares will be issued upon exercise of warrants,  but we will pay
the cash value of any fractional shares otherwise issuable.

     The exercise  price and the number of shares of common stock for which each
warrant  can be  exercised  will be  adjusted  upon  the  occurrence  of  events
described  in the warrant  agreement,  including  the issuance of a common stock
dividend or a  combination,  subdivision  or  reclassification  of common stock.
Unless  the  prospectus  supplement  states  otherwise,  no  adjustment  will be
required until cumulative adjustments require an adjustment of at least 1%. From
time to time, we may reduce the exercise price as may be provided in the warrant
agreement.

     Unless the prospectus  supplement  states  otherwise,  if we enter into any
consolidation, merger, or sale or conveyance of our property as an entirety, the
holder of each  outstanding  warrant will have the right to acquire the kind and
amount of shares of stock,  other  securities,  property or cash receivable by a
holder of the  number of shares of common  stock into  which the  warrants  were
exercisable immediately prior to the occurrence of the event.

Modification of the Warrant Agreement

     The common stock warrant  agreement  will permit us and the warrant  agent,
without the consent of the warrant holders, to supplement or amend the agreement
in the following circumstances:

o       to cure any ambiguity;

o       to correct or supplement any provision which may be defective or
        inconsistent with any other provisions; or

o       to add new provisions regarding matters or questions that we and the
        warrant agent may deem necessary or desirable and which do not adversely
        affect the interests of the warrant holders.

                              PLAN OF DISTRIBUTION

     We may sell securities  directly to one or more purchasers or to or through
underwriters,  dealers or agents.  The related  prospectus  supplement  will set
forth  the  terms  of  each  offering,  including  the  name  or  names  of  any
underwriters,  the  purchase  price  and  proceeds  to us from  such  sale,  any
underwriting discounts and other items constituting underwriters'  compensation,
the public offering price and any discounts or concessions allowed, reallowed or
paid to dealers,  and any  securities  exchanges on which the  securities may be
listed.

                                       27


     We may  distribute  our  securities  from  time  to  time  in  one or  more
transactions at a fixed price or prices (which may be changed), at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated  prices.  Our  prospectus  supplement  will describe the method of
distribution.

     If  underwriters  are used in the sale,  the  underwriters  may acquire the
securities for their own account and may resell them from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying  prices  determined at the time of sale.  Securities  may be
offered to the public through underwriting syndicates represented by one or more
managing  underwriters  or  directly  by  one or  more  underwriters  without  a
syndicate.  If an  underwriting  syndicate is used, the managing  underwriter or
underwriters  will be named in the prospectus  supplement.  Unless otherwise set
forth in the  prospectus  supplement,  the  obligations of the  underwriters  to
purchase  securities will be subject to certain  conditions  precedent,  and the
underwriters  will be obligated to purchase  all  securities  offered if any are
purchased.  Any public offering price and any discounts or concessions  allowed,
reallowed or paid to dealers may be changed from time to time.

     If a  dealer  is  used  in an  offering  of  securities,  we may  sell  the
securities  to the  dealer,  as  principal.  The  dealer  may  then  resell  the
securities to the public at varying prices to be determined by the dealer at the
time of sale.  The terms of the  transaction  will be set forth in a  prospectus
supplement.

     Commissions  payable  by us to any agent  involved  in the offer or sale of
securities (or the method by which such  commissions may be determined)  will be
set  forth  in a  prospectus  supplement.  Unless  otherwise  indicated  in  the
prospectus supplement, the agent will be acting on a best efforts basis.

     If  so  indicated  in  the   prospectus   supplement,   we  may   authorize
underwriters,   dealers  or  agents  to  solicit  offers  by  certain  specified
institutions  to  purchase  securities  pursuant to delayed  delivery  contracts
providing  for payment and  delivery  on a specified  date in the future.  These
contracts  will  be  subject  to the  conditions  set  forth  in the  prospectus
supplement,  and the prospectus supplement will set forth the commission payable
by us for solicitation of the contracts.

     Dealers and agents  named in a  prospectus  supplement  may be deemed to be
underwriters of the securities within the meaning of the Securities Act of 1933.
Underwriters,  dealers and agents may be entitled under agreements  entered into
with us to indemnification  by us against certain civil  liabilities,  including
liabilities  under the  Securities  Act,  or to  contribution  with  respect  to
payments  that the  underwriters,  dealers  or agents may be  required  to make.
Underwriters,  dealers  and agents may  engage in  transactions  with or perform
services for us in the ordinary course of business.

     As of the date of this  prospectus,  only our common stock is traded on the
New York Stock Exchange.  Except for our common stock,  each security sold using
this prospectus will have no established  trading  market.  Any  underwriters to
whom  securities are sold may make a market in the  securities,  but will not be
obligated to do so and may  discontinue  their market  making  activities at any
time.  There can be no assurance that a secondary market will be created for any
of the  securities  that may be sold  using this  prospectus  or that any market
created will continue.


                                  LEGAL MATTERS

     Strasburger  & Price,  LLP,  Houston,  Texas,  will pass upon certain legal
matters  relating to the validity of the common  stock,  preferred  stock,  debt
securities and warrants.

                                       28





                                     EXPERTS

     The consolidated  financial  statements as of September 30, 1999, 2000, and
2001,  and for each of the three years in the period  ended  September  30, 2001
incorporated by reference in this  prospectus and elsewhere in the  registration
statement  have  been  audited  by  Arthur  Andersen  LLP,   independent  public
accountants, as indicated in their report with respect thereto, and are included
herein in  reliance  upon the  authority  of said firm as experts in giving said
report.  Arthur  Andersen LLP has not consented to the inclusion of their report
in this  prospectus,  and we have dispensed  with the  requirement to file their
consent in reliance upon Rule 437a of the Securities Act of 1933. Because Arthur
Andersen  LLP has  not  consented  to the  inclusion  of  their  report  in this
prospectus,  you will not be able to recover  against Arthur  Andersen LLP under
Section 11 of the  Securities  Act for any untrue  statements of a material fact
contained  in the  financial  statements  audited by Arthur  Andersen LLP or any
omissions to state a material fact required to be stated therein.



                                       29



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

         Estimated expenses, other than underwriting discounts and commissions,
payable by the registrant in connection with the issuance and sale of the
securities being registered hereby, are as follows:

     Securities Exchange Commission Registration Fee..      $     23,000
     *Printing and Engraving Expenses.................           150,000
     *Legal Fees and Expenses.........................           150,000
     *Accounting Fees and Expenses....................           100,000
     *Blue Sky Fees and Expenses......................            30,000
     *Transfer Agent Fees and Expenses................            10,000
     *Miscellaneous...................................            37,000
                                                             -----------
          Total.......................................       $   500,000
                                                             ===========
*Estimated.


Item 15.  Indemnification of Directors and Officers.

         General

     Our amended and  restated  bylaws  (herein,  bylaws)  provide  that we must
indemnify  our  directors,  officers and certain other  individuals  to the full
extent  permitted by Article 2.02-1 of the Texas Business  Corporation  Act. Our
restated  articles  of  incorporation,  as  amended  from time to time  (herein,
articles of incorporation)  provide that our directors shall not be liable to us
or our stockholders  except for liability for (i) breach of a director's duty of
loyalty to us and our stockholders;  (ii) acts or omissions not in good faith or
that  involve  intentional  misconduct  or a  knowing  violation  of law;  (iii)
transactions from which a director derives improper  personal benefit;  and (iv)
other actions which are  specifically  provided for by statute,  such as for the
payment of unlawful dividends.

     Therefore,   the  personal   liability  of  our  directors  to  us  or  our
stockholders  is limited and our directors are protected  from monetary  damages
for breach of their  fiduciary  duty of care.  This  limitation has no effect on
claims under the federal securities laws.

     Any  underwriting  agreements to be filed or incorporated by reference with
this  registration  statement  may contain  reciprocal  agreements  of indemnity
between us and the underwriters as to certain liabilities, including liabilities
under the  Securities Act of 1933,  and may provide for  indemnification  of our
directors and officers in certain circumstances.

         Indemnification and Insurance

     Texas  corporations may indemnify their directors and officers,  as well as
other employees and individuals,  against expenses (including  attorney's fees),
judgments,  penalties,  fines and amounts paid in settlement in connection  with
specified   actions,   suits   or   proceedings,    whether   civil,   criminal,
administrative,  arbitrative or investigative  if the individuals  acted in good
faith and in a manner  they  reasonably  believed to be in or not opposed to the

                                      II-1


best interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe  their conduct was unlawful.  A
similar  standard  of  care  applies  to  actions  by or in  the  right  of  the
corporation,  except that  indemnification  extends only to expenses  (including
attorneys'  fees)  incurred  in  connection  with the and is not  allowed if the
person if found liable for willful or intentional  misconduct in the performance
of his duty to us.

     Our bylaws provide that we shall indemnify, to the full extent permitted by
Article  2.02-1 of the Texas Business  Corporation  Act, each of our current and
former  directors and officers and each person,  who, at our request,  serves or
served as a directors, officer, employee, partner, venturer, or agent of another
corporation,   partnership,  joint  venture  or  other  enterprise.  Significant
payments by us in settlement of a claim or in satisfaction of a judgment against
any of our officers,  directors or other indemnified individuals, as required by
these  provisions  and if permitted by Texas law,  could  materially  reduce our
assets.

     We are not  aware of any  threatened  litigation  or  proceeding  which may
result in a claim for  indemnification,  and there is no pending  litigation  or
proceeding  involving any of our directors or officers in which  indemnification
would be required or permitted by our articles of incorporation,  our bylaws, or
Texas law.

         Elimination of Liability in Certain Circumstances

     Our  articles of  incorporation  protect  our  directors  against  monetary
damages for beach of the duty of care to the full extent currently  permitted by
Texas law. These  provisions do not eliminate the directors' duty of care. Under
these  provisions,  neither we nor our stockholders may assert a claim for money
damages  against  a  director  for  certain   breaches  of  fiduciary  duty.  In
appropriate  circumstances,  equitable  remedies  such as an injunction or other
forms of  non-monetary  relief are available  under Texas law. These  provisions
also do not affect the directors' responsibilities under any other laws, such as
the federal  securities  laws and state and federal  environmental  laws.  These
provisions  apply to our officers  only if they are  directors and are acting in
their capacity as directors, and do not apply to officers who are not directors.

         Directors will remain subject to liability for the following:

        o       breach of a director's duty of loyalty to us and our
                stockholders;

        o       acts or omissions not in good faith or that involve intentional
                misconduct or a knowing violation of law;

        o       transactions from which a director derives improper personal
                benefit; and

        o       other acts or omissions for which the liability of a directors
                is expressly provided for by statute, such as the payment of
                unlawful dividends.



                                      II-2





Item 16.  Exhibits.

         (a)     Exhibits
                                                                   

                                                        Incorporated
                                                      by Reference from
                                                        the Following

---------------------------------------------------------------------------------------------------------------------------------
Exhibit No          Description                                           Documents

---------------------------------------------------------------------------------------------------------------------------------
1.1                 Underwriting Agreement (Common Stock, Preferred       To be filed by amendment or
                    Stock and/or Warrants)                                subsequently incorporated by reference
---------------------------------------------------------------------------------------------------------------------------------
1.2                 Underwriting Agreement (Debt Securities)              To be filed by amendment or subsequently incorporated by
                                                                          reference

---------------------------------------------------------------------------------------------------------------------------------
4.1                 Restated Articles of Incorporation, as amended        Exhibits 3.1.1, 3.1.2 and 3.1.3 to our Annual Report on
                                                                          Form 10-K for the fiscal year ended September 30, 1993

---------------------------------------------------------------------------------------------------------------------------------
4.2                 Articles of Amendment to Restated Articles of         Exhibit 3.1.4 to our Annual Report on Form 10-K for the
                    Incorporation of the Company                          fiscal year ended September 30, 1997

---------------------------------------------------------------------------------------------------------------------------------
4.3                 Amended and Restated Bylaws of the Company            Exhibit 3.2 to our Annual Report on Form 10-K for the
                                                                          fiscal year ended September 30, 1993

---------------------------------------------------------------------------------------------------------------------------------
4.4                 Specimen Certificate for our Common Stock,            Incorporated herein by reference to Exhibit 5.1 of our
                    $1.00 par value                                       Registration Statement on Form S-3,
                                                                          Registration No. 33-39993, filed April 19, 1991

---------------------------------------------------------------------------------------------------------------------------------
5.1                 Opinion of Strasburger & Price, LLP as to the         Filed herewith
                    legality of the securities

---------------------------------------------------------------------------------------------------------------------------------
12.1                Computation of ratio of earnings to fixed charges     Filed herewith

---------------------------------------------------------------------------------------------------------------------------------
23.1                Consent of Strasburger & Price, LLP                   Included in Exhibit 5.1 filed herewith

---------------------------------------------------------------------------------------------------------------------------------
24.1                Power of Attorney                                     Included on Page II-6

---------------------------------------------------------------------------------------------------------------------------------





                                      II-3





     (b)     Financial Statement Schedules

         The following financial statement schedules are included in Part II of
the Registration Statement:

                                None

         All other schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements or noted therein.


Item 17.  Undertakings.

           (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
 arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii)do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with the Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona-fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a)

                                      II-4


or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona-fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

         (d)     The undersigned Registrant hereby undertakes that:

                  (1)     For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4)  or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.

                  (2) For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 8, 2002.

                             ATWOOD OCEANICS, INC.


                             By:   /s/ James M. Holland
                                ---------------------------------
                                James M. Holland
                                Senior Vice President









                                      II-5





                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears  below  constitutes  and  appoints  James M. Holland his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including  post-effective  amendments,  exhibits thereto and
other documents in connection therewith) to this Registration  Statement and any
subsequent  registration  statement  filed by the  registrant  pursuant  to Rule
462(b) of the Securities Act) which relates to this Registration Statement,  and
to file the same and all  exhibits  thereto,  and all  documents  in  connection
therewith,   with  the  Securities  and  Exchange   Commission,   granting  said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or his
substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                                Title                           Date
---------------------           -----------------------             ------------

/s/ John R. Irwin              President, Chief Executive           July 8, 2002
-----------------
(John R. Irwin)                     Officer and Director
                                (Principal Executive Officer)

/s/ James M. Holland             Senior Vice President              July 8, 2002
--------------------                  and Secretary
(James M. Holland)              (Principal Financial and
                                    Accounting Officer)


/s/ Robert W. Burgess                   Director                    July 8, 2002
---------------------
(Robert W. Burgess)

/s/ George S. Dotson                    Director                    July 8, 2002
--------------------
(George S. Dotson)

/s/ Walter H. Helmerich, III            Director                    July 8, 2002
----------------------------
(Walter H. Helmerich, III)

/s/ Hans Helmerich                      Director                    July 8, 2002
------------------
(Hans Helmerich)

/s/ William J. Morrissey                Director                    July 8, 2002
------------------------
(William J. Morrissey)






                                      II-6



                                                                     

                                                        EXHIBIT INDEX

                                                        Incorporated
                                                      by Reference from
                                                        the Following
---------------------------------------------------------------------------------------------------------------------------------
Exhibit No          Description                                             Documents

---------------------------------------------------------------------------------------------------------------------------------
1.1                 Underwriting Agreement (Common Stock, Preferred         To be filed by amendment or
                    Stock and/or Warrants)                                  subsequently incorporated by reference
---------------------------------------------------------------------------------------------------------------------------------
1.2                 Underwriting Agreement (Debt Securities)                To be filed by amendment or subsequently incorporated
                                                                            by reference

---------------------------------------------------------------------------------------------------------------------------------
4.1                 Restated Articles of Incorporation, as amended          Exhibits 3.1.1, 3.1.2 and 3.1.3 to our Annual Report on
                                                                            Form 10-K for the fiscal year ended September 30, 1993

---------------------------------------------------------------------------------------------------------------------------------
4.2                 Articles of Amendment to Restated Articles of           Exhibit 3.1.4 to our Annual Report on Form 10-K for the
                    Incorporation of the Company                            fiscal year ended September 30, 1997

---------------------------------------------------------------------------------------------------------------------------------
4.3                 Amended and Restated Bylaws of the Company              Exhibit 3.2 to our Annual Report on Form 10-K for the
                                                                            fiscal year ended September 30, 1993

---------------------------------------------------------------------------------------------------------------------------------
4.4                 Specimen Certificate for our Common Stock,              Incorporated herein by reference to Exhibit 5.1 of our
                    $1.00 par value                                         Registration Statement on Form S-3, Registration
                                                                            No. 33-39993, filed April 19, 1991

---------------------------------------------------------------------------------------------------------------------------------
5.1                 Opinion of Strasburger & Price, LLP as to the           Filed herewith
                    legality of the securities

---------------------------------------------------------------------------------------------------------------------------------
12.1                Computation of ratio of earnings to fixed charges       Filed herewith

---------------------------------------------------------------------------------------------------------------------------------
23.1                Consent of Strasburger & Price, LLP                     Included in Exhibit 5.1 filed herewith

---------------------------------------------------------------------------------------------------------------------------------
24.1                Power of Attorney                                       Included on Page II-6

---------------------------------------------------------------------------------------------------------------------------------