================================================================================
                                  UNITED STATES

                       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: June 5, 2003


                              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
                                       N/A
         (Former name or former address, if changed since last report.)
================================================================================








ITEM 5.   OTHER EVENTS


     Effective,  May 30,  2003,  the  Company  has sold its 50%  interest in the
platform  drilling  rig  known  as RIG 200 to  Helmerich  & Payne  International
Drilling,  Co., which owned the remaining interest in RIG 200 prior to the sale.
RIG 200 has been stacked in Australia  and out of service  since June 1999.  The
Company will not recognize a gain or loss as a result of the sale.







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:    June 5, 2003