8-K

                                  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: OCTOBER 19, 2004



                              ATWOOD OCEANICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                         COMMISSION FILE NUMBER 1-13167


        INTERNAL REVENUE SERVICE - EMPLOYER IDENTIFICATION NO. 74-1611874


                15835 PARK TEN PLACE DRIVE, HOUSTON, TEXAS, 77084
                                 (281) 749-7800

                                  ------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 8.01 OTHER EVENTS

         On October 19, 2004, Atwood Oceanics, Inc. issued a press release
announcing the closing of its underwritten public offering of 2,175,000 shares
of common stock at a public offering price of $48.50 per share, less the
underwriters discount of $2.67 per share, for net proceeds before expenses of
$45.83 per share pursuant to effective shelf registration statements on Form S-3
(File Nos. 333-92388 and 333-117534) previously filed with the Securities and
Exchange Commission. A copy of the press release is attached to this report as
Exhibit 99.1.

         This Current Report is also being filed for the purpose of filing
exhibits to the registration statements on Form S-3 (File Nos. 333-92388 and
333-117534) relating to the underwritten public offering, and all such exhibits
are hereby incorporated in the registration statements by reference.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS

(c)  5.1   Opinion of Strasburger & Price, L.L.P.
     23.1  Consent of Strasburger & Price, L.L.P. (included in Exhibit 5.1)
     99.1  Press Release dated October 19, 2004


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: October 19, 2004


                                      -2-

EX-5.1

                                                                     EXHIBIT 5.1


                    [Strasburger & Price, L.L.P. letterhead]


October 19, 2004

Atwood Oceanics, Inc.
15835 Park Ten Place Drive
Houston, Texas 77084


Re: Registration Statements on Form S-3

Ladies and Gentlemen:

         We have acted as counsel for Atwood Oceanics, Inc., a Texas corporation
(the "Company"), in connection with the offer and sale by the Company of up to
1,175,000 shares (the "Company Shares") of the Company's common stock, par value
$1.00 per share (the "Common Stock") and the offer and sale by Helmerich & Payne
International Drilling Co., as selling stockholder, ("H&P") of up to 1,000,000
shares (the "Selling Stockholder Shares") of Common Stock pursuant to the
Company's registration statements on Form S-3, (File Nos. 333-92388 and
333-117534) (the "Registration Statements") filed by the Company with the
Securities and Exchange Commission (the "Commission") and supplemented by the
Prospectus Supplement dated October 13, 2004 (the "Prospectus Supplement"). The
registration statement with File No. 333-92388 was declared effective by the
Commission on September 17, 2002. The registration statement with File No.
333-117534 was declared effective by the Commission on October 5, 2004.

         As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as we have deemed
necessary or advisable for the purposes of this opinion. In such examinations,
we have assumed the authenticity of all documents submitted to us as originals
and the conformity with the original documents of all documents submitted to us
as copies. Without limiting the foregoing, we have examined the underwriting
agreement dated October 13, 2004 (the "Underwriting Agreement") by and between
the Company, H&P, Goldman, Sachs & Co., Credit Suisse First Boston LLC,
Jefferies & Company, Inc., Raymond James & Associates, Inc., Stifel, Nicolaus &
Company, Incorporated, Howard Weil Incorporated, Petrie Parkman & Co. and
Sanders Morris Harris Inc.

         Based upon the foregoing and on such legal considerations as we deem
         relevant, we are of the opinion that:

         1.    The Company Shares have been duly authorized and, when issued and
               paid for as described in the Registration Statement, as
               supplemented by the Prospectus Supplement relating to the offer
               and sale of the Company Shares and the Underwriting Agreement,
               will be validly issued, fully paid and nonassessable; and


                                       1

         2.    The Selling Stockholder Shares have been duly authorized and,
               when paid for as described in the Registration Statement, as
               supplemented by the Prospectus Supplement relating to the offer
               and sale of the Selling Stockholder Shares and the Underwriting
               Agreement, will be validly issued, fully paid and nonassessable.

This opinion is limited in all respects to the law of the State of Texas, and
the law of the United States of America.

We consent to the filing of this opinion as an exhibit to a Current Report on
Form 8-K of the Company, the incorporation by reference of this opinion by the
Registration Statements and the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement. In giving such consent, we do not admit
that we come within the category of persons whose consent is required by Section
7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Strasburger & Price, L.L.P.
Strasburger & Price, L.L.P.


                                       2

EX-99.1

                                                                    EXHIBIT 99.1


              ATWOOD OCEANICS ANNOUNCES CLOSING OF PUBLIC OFFERING
                                 OF COMMON STOCK

Houston, Texas
19 October 2004

FOR IMMEDIATE RELEASE

         HOUSTON, October 19, 2004/PRNewswire/ -- Atwood Oceanics, Inc. (NYSE:
ATW) (Houston-based International Offshore Drilling Contractor) announced today
the closing of its underwritten public offering of 2,175,000 shares of common
stock pursuant to effective shelf registration statements on Form S-3 (File Nos.
333-92388 and 333-117534) previously filed with the Securities and Exchange
Commission. The offering includes 1,175,000 shares of common stock to be sold by
Atwood and 1,000,000 shares of common stock to be sold by Helmerich & Payne
International Drilling Co., as selling stockholder. The underwriters have the
option to purchase up to 325,000 additional shares of common stock to cover
over-allotments, if any.

         The underwriting agreement provides that the shares of common stock
sold in the offering will be priced at $48.50 per share, less the underwriters
discount of $2.67 per share, for net proceeds before expenses of $45.83 per
share.

         Atwood intends to use the net proceeds from the offering to repay a
portion of the outstanding indebtedness under its existing credit facility.
Atwood will not receive any proceeds from the sale of common stock by the
selling stockholder.

         Goldman, Sachs & Co. acted as sole book-runner and joint manager with
Credit Suisse First Boston LLC. Jefferies & Company, Inc., Raymond James &
Associates, Inc. and Stifel, Nicolaus & Company, Incorporated served as
co-managers.

         This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor shall there
be any sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The offering
may be made only by means of the prospectus supplement and related base
prospectus.

Statements contained in this 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 and repair of the Company's rigs;
competition; operating risks; risks involved in foreign operations; risks
associated with possible disruptions in operations due to terrorism; 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, as amended,
for the year ended September 30, 2003, the final prospectus supplement,
preliminary prospectus supplement, and base prospectus, as filed with the
Securities and Exchange Commission.

                                                           Contact:  Jim Holland
                                                                  (281) 749-7804