8-K

            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

EX-99.1

                                                                EXHIBIT 99.1



HOUSTON, TEXAS

 06 DECEMBER  2000

FOR IMMEDIATE RELEASE:


       ATWOOD OCEANICS,  INC. (A HOUSTON BASED  INTERNATIONAL  OFFSHORE DRILLING
CONTRACTOR  -  NYSE:   ATW)   ANNOUNCED   TODAY  THAT  IT  HAS   PURCHASED   THE
SEMISUBMERSIBLE UNIT "OCEAN SCOUT" FROM OCEANEERING INTERNATIONAL, INC. FOR $4.5
MILLION.  THE HULL OF THE OCEAN  SCOUT IS  SIMILAR  IN  DESIGN TO THE  COMPANY'S
SEMISUBMERSIBLE  TENDER UNIT  "SEAHAWK"  CURRENTLY  WORKING IN MALAYSIA  UNDER A
FOUR-YEAR  CONTRACT  EXTENSION.  THE  COMPANY  PURCHASED  THE  OCEAN  SCOUT  FOR
CONVERSION AND UPGRADE TO A  SEMISUBMERSIBLE  TENDER UNIT.  DEPENDING UPON WATER
DEPTH AND OTHER OPERATIONAL REQUIREMENTS, THE COST OF THE CONVERSION AND UPGRADE
COULD  RANGE  FROM $40 TO $60  MILLION  AND TAKE  ELEVEN  TO  TWELVE  MONTHS  TO
COMPLETE.  THE CONVERSION AND UPGRADE WILL NOT BE UNDERTAKEN UNTIL AN ACCEPTABLE
CONTRACT OPPORTUNITY HAS BEEN SECURED.

Statements  contained  in this  press  release  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;   and  governmental
regulations and environmental  matters. A list of additional risk factors can be
found in the Company's  annual report on Form 10-K for the year ended  September
30, 1999, filed with the Securities and Exchange Commission.

                                            CONTACT:  JIM HOLLAND
                                                   (281) 749-7804