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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549
                                ----------------

                                    Form 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 DATE OF EARLIEST EVENT REPORTED: March 14, 2002


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

                         COMMISSION FILE NUMBER 1-13167

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

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

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


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ITEM 7. EXHIBITS

EXHIBIT 99.1    CONTRACT STATUS SUMMARY AT MARCH 14, 2002

ITEM 9.    REGULATION FD DISCLOSURE

     As previously  reported,  the RICHMOND was moved to a dockside  location in
February  2002 to  undergo  some  general  maintenance,  painting  and  required
inspections. After completing certain inspections, the Company has increased the
scope of work on the rig which  could take  until the end of April to  complete.
The  Company  will incur  approximately  $1 million  of  additional  cost in the
quarter  relating  to  the  work  being  performed  on  the  RICHMOND.  Contract
opportunities  for the rig  immediately  following  the  completion  of the work
planned for the dockside period are being pursued.

     The ATWOOD EAGLE  continues  to work under its  one-well  program in Sicily
which is currently  expected to extend into April 2002.  Upon completion of this
commitment,  the rig  will be  immediately  moved to a  shipyard  in  Greece  to
commence its $90 million upgrade.

     The ATWOOD FALCON continues its work in the Philippines, which is currently
expected to extend into April 2002. Upon completion of this commitment,  the rig
will be moved to Malaysia to commence its firm five-well plus options contract.

     The ATWOOD SOUTHERN CROSS should complete its current  drilling  program in
Egypt by the end of March,  at which time it will  commence  drilling a one-well
program in Egypt at a dayrate of  $55,000.  The Company is  continuing  with its
planning to move the ATWOOD  SOUTHERN CROSS to Israel to commence a four to five
month drilling  program  following  completion of its  commitments in Egypt with
dayrates  of $69,000  for the firm wells and  $74,000  for an option  well.  The
Company continues to monitor the ongoing situation in Israel, in particular, and
the Middle East, in general for any furute  developments  which could negatively
affect future operations.

     The  current  consensus  estimate  of  diluted  earnings  per share for the
Company's fiscal 2002 second quarter is $.48. With the additional  expense to be
incurred in the quarter  relating to the current  ongoing work on the  Richmond,
the Company feels more comfortable with an estimated  diluted earnings per share
of $.45 for the quarter ending March 31, 2002.

     Additional  information  with  respect  to the  Company's  contract  status
summary at March 14,  2002 is  attached  hereto as  Exhibit  99.1 which is being
furnished in accordance with Rule 101 (e) (1) under Regulation FD and should not
be deemed to be filed.

     Statements  contained  in  this  report  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various  factors;  the  Company's  dependence  on the oil and gas
industry;  the risks  involved in upgrade to the  Company's  rigs;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible disruption in operations due to terrorism; and governmental regulations
and environmental matters. A list of additional risk factors can be found in the
Company' annual report on Form 10-K for the year ended September 30, 2001, filed
with the Securities and Exchange Commission.






SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                ATWOOD OCEANICS, INC.
                                                (Registrant)



                                                /s/ James M. Holland
                                                James M. Holland
                                                Senior Vice President

                                                DATE:    March 14, 2002






                                  EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION

99.1           Contract Status Summary at March 14, 2002






                                  EXHIBIT 99.1

                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                             CONTRACT STATUS SUMMARY
                                AT MARCH 14, 2002
                                                        

NAME OF RIG             LOCATION          CUSTOMER                CONTRACT STATUS
--------------          -----------       ------------            ----------------
SEMISUBMERSIBLES -
--------------------
ATWOOD FALCON           PHILIPPINES       SHELL PHILIPPINES       The rig's current contract terminates upon
                                          EXPLORATION B.V.        completion of the present work in progress,
                                                                  estimated to  be in April 2002. Immediately
                                                                  upon   completion of the current contract, the
                                                                  rig will be moved to Malaysia to commence a
                                                                  drilling program for Sarawak Shell Berhad and
                                                                  Sabah Shell Petroleum Company Ltd. ("Shell"). The
                                                                  drilling  contract includes five firm wells
                                                                  plus provides Shell with options to drill five
                                                                  additional wells.

ATWOOD HUNTER            EGYPT            BURULLUS GAS COMPANY    The rig commenced in December 2001 an eleven-well drilling
                                                                  program estimated to take between 280 and 340 days
                                                                  to complete.

ATWOOD EAGLE             MEDITERRANEAN    ENI S.P.A. - AGIP       The rig is drilling a one-well program off the
                         SEA              DIVISION ("AGIP")       coast of Sicily (estimated to be completed in April
                                                                  2002). An approximate $90 million upgrade of the rig is
                                                                  planned immediately upon the rig  completing its current
                                                                  contractual commitment.  The upgrade should take
                                                                  approximately six months shipyard time
                                                                  to complete. Contract opportunities to commence
                                                                  following the rig's upgrade are being pursued
                                                                  internationally. AGIP has an option to  drill one
                                                                  additional well at a future date.

SEAHAWK                  MALAYSIA         EXXONMOBIL              The rig's current contract terminates in November
                                          EXPLORATION &           2003, with an option for the Operator to extend.
                                          PRODUCTION MALAYSIA
                                          INC.
ATWOOD
SOUTHERN CROSS          MEDITERRANEAN     GERMAN OIL & GAS EGYPT  The rig has contractual commitments in Egypt and
                        SEA                                       Israel which should keep the rig employed until the
                                                                  fourth quarter of fiscal 2002.

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







CANTILEVER JACK-UPS -
-----------------------
VICKSBURG              MALAYSIA-THAILAND  CARIGALI - TRITON       The rig commenced in October 2001 a drilling program expected
                       JOINT DEVELOPMENT  OPERATING COMPANY       to include 31 wells (estimated to take  around 540
                       AREA               ("CTOC")                days).  CTOC has the option of canceling the
                                                                  contract at any time after giving a sixty-day
                                                                  written notice of termination.

ATWOOD BEACON          UNDER CONSTRUCTION                         The Company  expects the construction  of this
                                                                  ultra-premium  jack-up drilling unit to be
                                                                  completed in  June 2003.
SUBMERSIBLE -
---------------
RICHMOND                UNITED STATES                             The drilling unit is at a dockside location
                        GULF OF MEXICO                            undergoing some general maintenance, painting and
                                                                  inspections  which could take until the end of April
                                                                  2002 to complete. Contract opportunities for the rig
                                                                  following the completion of the work planned for
                                                                  this dockside period are currently being pursued.

MODULAR PLATFORMS -
--------------------
RIG-200                  AUSTRALIA                                The rig is available for contract since
                                                                  it became idle in June 1999.
                           MANAGEMENT/LABOR CONTRACTS
                          ----------------------------
GOODWYN 'A' /NORTH       AUSTRALIA        WOODSIDE ENERGY LTD.    There is currently an indefinite planned break in
RANKIN 'A'                                                        drilling activity for the two client-owned rigs.
                                                                  The Company is involved in maintenance of
                                                                  the two rigs for future drilling programs.