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:  December 6, 2000


                        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
   incorporation or organization)           Identification No.)

     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


ITEM 5.    OTHER EVENTS


ON DECEMBER 06, 2000, THE COMPANY ANNOUNCED IT HAD PURCHASED THE SEMISUBMERSIBLE
UNIT "OCEAN SCOUT" FROM OCEANEERING INTERNATIONAL, INC. FOR $4.5 MILLION. A COPY
OF THE PRESS RELEASE  ANNOUNCING THIS ACQUISITION IS FILED WITH THIS FORM 8-K AS
EXHIBIT 99.1 AND IS INCORPORATED HEREIN BY REFERENCE.

ITEM 7.   EXHIBITS


EXHIBIT 99.1   PRESS RELEASE DATED DECEMBER 06, 2000



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: DECEMBER 06,2000


                                  EXHIBIT INDEX

EXHIBIT NO.                   DESCRIPTION

99.1 Press Release dated December 06, 2000