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:  MARCH 27, 1995



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



                            COMMISSION FILE NUMBER 0-6352

 
         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:
                                    713-492-2929
                                   _______________

                                    PAGE 2
ITEM 2.           Acquisition or Disposition of Assets

      On March 27, 1995, Atwood Oceanics, Inc. (the "Company") announced that
      it has executed agreements to acquire from subsidiaries of Philadelphia
      Investment Corporation of Delaware ("PICD") their 50 percent limited
      partnership interest in Atwood Deep Seas, Ltd. ("Deep Seas") and the
      drilling rig Falcon from Atwood Falcon I, Ltd. ("Falcon Ltd.").  The two
      Texas limited partnerships collectively own three semisubmersible
      drilling rigs.  Since January 1990, the Company's subsidiaries have
      owned a one percent general partnership interest and a 49 percent
      limited partnership interest in these two Texas limited partnerships. 
      The three third generation semisubmersibles Falcon, Eagle and Hunter
      were constructed in 1983, 1982 and 1981, respectively.  The Company has
      managed the operations of the three semisubmersible drilling rigs since
      1990.  The drilling rigs are currently operating in China,  Malaysia and
      the Australia/Indonesia Zone of Cooperation.

      Pursuant to the acquisition, the Company, through wholly-owned
      subsidiaries and a limited partnership, will become the sole owner of
      the Falcon, Eagle and Hunter for an aggregate purchase price, after
      intercompany eliminations and liquidation of Falcon Ltd., consisting of
      $13.3 million payable to the PICD subsidiary owning the other 50 percent
      limited partnership interest in Deep Seas plus the issuance of a $3
      million note payable to the same entity.  The note is payable in four
      annual $750,000 installments.  In conjunction with this acquisition, the
      Company will also contribute to equity in Deep Seas $7.9 million
      principal amount of Deep Seas' long-term debt acquired by the Company in
      1990 with a current discounted basis of $6.3 million.  After the
      contribution of this note, Deep Seas' long-term debt will consist of
      $38.7 million in non-recourse loans from the bank group and will
      continue to require quarterly principal payments of $750,000, with a
      balloon payment of $29.7 million payable in March 1998.  The actual
      closing and funding of this purchase will occur upon completion of
      documentation amending certain partnership and bank group loan
      documents.

      Pursuant to an agreement dated September 26, 1990, between the Company,
      several of its wholly-owned subsidiaries, and several wholly-owned
      subsidiaries of CIGNA Corporation, PICD (a wholly-owned subsidiary of
      CIGNA Corporation) was given the right, under certain circumstances, to
      nominate one person to be a member of the board of directions of the
      Company.  Pursuant to such right, and in accordance with the terms and
      provisions of the Company's Bylaws, Mr. Robert W. Burgess was elected
      and continues to serve as a director of the Company.

                                  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
                                                Senior Vice President
                                                Date:  7 April 1995