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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: July 24, 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.    OTHER EVENTS


     ON JULY 24, 2001, THE COMPANY  ANNOUNCED THAT ITS WHOLLY-OWNED  SUBSIDIARY,
ATWOOD  OCEANICS  PACIFIC  LIMITED,  HAS  ENTERED  INTO  A  VESSEL  CONSTRUCTION
AGREEMENT WITH KEPPEL FELS LIMITED, TO CONSTRUCT AN KFELS MOD V ENHANCED B-CLASS
JACK-UP DRILLING UNIT IN SINGAPORE, WITH A TOTAL ESTIMATED COST OF APPROXIMATELY
$125 MILLION.  A COPY OF THE PRESS RELEASE  ANNOUNCING  THE NEW BUILD JACK-UP 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 JULY 24, 2001







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:      July 25, 2001






                                  EXHIBIT INDEX


EXHIBIT NO.                                 DESCRIPTION

99.1     Press Release dated July 24, 2001





                                                                   EXHIBIT 99.1


HOUSTON, TEXAS

24 JULY 2001

FOR IMMEDIATE RELEASE:


     ATWOOD  OCEANICS,  INC. (A HOUSTON BASED  INTERNATIONAL  OFFSHORE  DRILLING
CONTRACTOR - NYSE: ATW) ANNOUNCED TODAY THAT ITS WHOLLY-OWNED SUBSIDIARY, ATWOOD
OCEANICS PACIFIC LIMITED, HAS ENTERED INTO A VESSEL CONSTRUCTION  AGREEMENT WITH
KEPPEL  FELS  LIMITED,  TO  CONSTRUCT  A KFELS MOD V  ENHANCED  B-CLASS  JACK-UP
DRILLING UNIT IN SINGAPORE.  THE JACK-UP WILL BE BUILT TO WORK IN UP TO 350 FEET
WATER  DEPTH,  AND  WILL  INCLUDE,  AMONG  OTHER  ITEMS,  A 70 FEET  CANTILEVER,
ACCOMMODATIONS   FOR  112   BEDS,   THREE   2,200   HORSEPOWER   MUD  PUMPS  AND
SELF-POSITIONING   FIXATION   SYSTEM.   PRESENTLY,   THE  COMPANY   EXPECTS  THE
CONSTRUCTION  OF THE DRILLING UNIT TO BE COMPLETED IN JUNE,  2003,  WITH A TOTAL
COST,  INCLUDING  OWNER  FURNISHED  EQUIPMENT  AND  CAPITALIZED   INTEREST,   OF
APPROXIMATELY  $125  MILLION.  THE  CONSTRUCTION  OF THE  DRILLING  UNIT WILL BE
FINANCED THROUGH THE COMPANY'S EXISTING CREDIT FACILITY AND CASH ON HAND.

     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, 2000, filed with the Securities and Exchange Commission.

                                                CONTACT:             JIM HOLLAND
                                                                  (281) 749-7804