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: February 8, 2001


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

                         COMMISSION FILE NUMBER 1-13167

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

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

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


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Item 5.

         On February  8, 2001,  at the 2001 Annual  Meeting of  Shareholders  of
Atwood Oceanics,  Inc. (the "Company") a majority of the Company's  shareholders
voted, by proxy or in person,  in favor of Amendment No. 2 (the  "Amendment") to
the 1996 Incentive  Equity Plan (the "Plan").  The Amendment was approved by the
Board of Directors  on January 4, 2001 and  submitted  to the  shareholders  for
their consideration in the proxy statement mailed to the shareholders along with
the notice of annual meeting on January 12, 2001. The proxy  statement was filed
with the Securities and Exchange Commission on January 12, 2001.

         The Amendment  expands the pool of participants in the Plan by allowing
non-employee  directors  to  receive  awards  of  non-qualified  stock  options.
However,   the  Amendment  restricts  the  Compensation   Committee's  power  by
eliminating  its discretion in determining the amount and type of awards granted
to non-employee directors. The awards to non-employee directors are set at 2,000
non-qualified  stock  options to be awarded at the Board of  Director's  meeting
following each such director's  election,  re-election,  or appointment,  but no
more than once per fiscal year.

         For a more detailed  description  of the Amendment to the Plan, see the
Amendment  and the proxy  statement  attached  hereto as Exhibits 99.1 and 99.2,
respectively, which are incorporated by reference herein.

ITEM 7. EXHIBITS

*EXHIBIT 99.1   Amendment No. 2 to the 1996 Incentive Equity Plan, attached as
                Appendix A to the Definitive Proxy Statement filed on form
                DEF14A on January 12, 2001.

*EXHIBIT 99.2   Definitive Proxy Statement filed on form DEF 14A on
                January 12, 2001.

*previously filed

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:    20 February 2001






                                  EXHIBIT INDEX


EXHIBIT NO.      DESCRIPTION

*99.1            Amendment No. 2 to the 1996 Incentive Equity Plan, attached as
                 Appendix A to the Definitive Proxy Statement filed on form
                 DEF 14A on January 12, 2001.

*99.2            Definitive Proxy Statement filed on form DEF 14A on
                 January 12, 2001.


*previously filed.