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                                  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: May 26, 2004


                              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.)
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EXHIBIT 99.1      PRESS RELEASE DATED MAY 26, 2004

EXHIBIT 99.2      CONTRACT STATUS SUMMARY AT MAY 26, 2004


ITEM 5.

     On May 26, 2004, the Company  announced that Sarawak Shell has reinstated a
contract  to utilize the ATWOOD  FALCON to drill two firm wells with  options to
drill  three  additional  wells  offshore  Malaysia.  The  dayrate for all wells
drilled will vary with the water depth of the wells: $83,300 for water depths in
excess of 2,500 feet; $68,300 for water depths between 1,000 feet and 2,500 feet
and $53,000 for water depths less than 1,000 feet. This drilling  program should
commence around August 1, 2004, with the drilling of the two firm wells expected
to take  approximately  60 days to  complete.  If all  three  option  wells  are
drilled, the program could extend into December 2004.

     The Company also  announced  that  Woodside  Energy Ltd.  ("Woodside")  has
awarded the ATWOOD  EAGLE a contract to drill two firm wells,  with an option to
drill an additional well, offshore Australia;  however,  Woodside has the option
to only drill one well in the event that due to an extension in the rigs current
drilling  program  Woodside  cannot  drill  both firm  wells  before  the end of
November  2004.  The  contract  provides  for a dayrate of $89,000 for all wells
drilled  in up to 600  meters of water.  This  drilling  program  will  commence
immediately  upon  the rig  completing  its  current  drilling  program  for BHP
Billiton  Petroleum Pty. and Apache Energy Limited which is currently  estimated
to be in August  2004.  The  drilling of the two firm wells is estimated to take
approximately 100 days to complete.


ITEM 9.    REGULATION FD DISCLOSURE

     The ATWOOD FALCON has completed its contract with Japan Energy  Development
and is currently  mobilizing to China to drill one well for Husky Oil China Ltd.
("Husky").  The  drilling of this well  should be  completed  in June 2004.  The
Company is currently  pursuing  another one well program for the rig to fill the
period from the completion of the Husky work in June 2004 to the commencement of
the Sarawak Shell contract in August 2004.

     In March 2004, the ATWOOD SOUTHERN CROSS  commenced a drilling  program for
Murphy Sarawak Oil Company,  Ltd. ("Murphy") in Malaysia.  This program includes
the drilling of two firm wells plus options to drill an  additional  four wells.
Murphy has now  exercised  one  option.  The rig has  commenced  drilling of the
second of the now three  committed  wells,  with the  current  drilling  program
expected  to extend  into  August  2004.  The option well will have a dayrate of
$40,000.  If the  remaining  three option wells are drilled,  the program  could
extend into November 2004.

     The RICHMOND is in the process of completing its current  drilling  program
with Bois D'Arc Offshore Ltd. Immediately upon completion of this contract,  the
rig will  commence a drilling  contract  with  Helis Oil & Gas  Company,  L.L.C.
("Helis"), which initially included the drilling of four firm wells plus options
to drill four additional wells. Helis has now assigned the first well to Applied
Drilling Technology, Inc ("ADTI"). The drilling of the one well for ADTI and the
three  firm  wells  for  Helis is  expected  to take  around  120 to 150 days to
complete and if all four option wells are drilled,  the contract could extend to
around 240 to 300 days in total.






     Additional  information  with  respect  to the  Company's  Contract  Status
Summary  at May 26,  2004 is  attached  hereto as  Exhibit  99.2  which is being
furnished in accordance with Rule 101(e)(1)  under  Regulation FD and should not
be deemed to be filed.


     Statements  contained  in  this  report  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  the  construction  of a  rig;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible  disruption in operations  due to terrorism;  risks  associated  with a
possible  disruption in operations due to war; 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,  2003,
filed with the Securities and Exchange Commission.








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: May 26, 2004





                                  EXHIBIT INDEX


EXHIBIT NO.                       DESCRIPTION

99.1            Press Release dated May 26, 2004

99.2            Contract Status Summary at May 26, 2004





                                                                    EXHIBIT 99.1
Houston, Texas
26 May 2004

FOR IMMEDIATE RELEASE


     Atwood  Oceanics,  Inc.  (Houston-based   International  Offshore  Drilling
Contractor - NYSE:  ATW)  announced  today that Sarawak  Shell has  reinstated a
contract  to utilize the ATWOOD  FALCON to drill two firm wells with  options to
drill  three  additional  wells  offshore  Malaysia.  The  dayrate for all wells
drilled will vary with the water  depths of the wells:  $83,300 for water depths
in excess of 2,500 feet;  $68,300 for water depths  between 1,000 feet and 2,500
feet and $53,000 for water depths less than 1,000 feet.  This  drilling  program
should  commence  around  August 1, 2004 with the drilling of the two firm wells
expected to take  approximately 60 days to complete.  If all three options wells
are drilled, the program could extend into December 2004.

     The Company also announced that Woodside Energy Ltd. has awarded the ATWOOD
EAGLE a contract to drill two firm wells, with an option to drill one additional
well,  offshore  Australia;  however,  Woodside has the option to only drill one
well in the event that due to an extension in the rig's current drilling program
Woodside  cannot  drill both firm wells  before the end of  November  2004.  The
contract  provides  for a dayrate of $89,000 for all wells  drilled in up to 600
meters of water.  This drilling  program will commence  immediately upon the rig
completing  its current  drilling  program for BHP Billiton  Petroleum  Pty. and
Apache  Energy  Limited which is currently  estimated to be in August 2004.  The
drilling of the two firm wells is  estimated to take  approximately  100 days to
complete.


     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 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 for the year ended  September
30, 2003, filed with the Securities and Exchange Commission.



                                                           Contact:  Jim Holland
                                                                  (281) 749-7804







                                                             EXHIBIT 99.2
                                                ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                                        CONTRACT STATUS SUMMARY
                                                            AT MAY 26, 2004




NAME OF RIG               LOCATION           CUSTOMER                   CONTRACT STATUS
-----------               --------           ---------                  ---------------
SEMISUBMERSIBLES -
------------------
                                                               
ATWOOD FALCON             MOBILIZING TO      HUSKY OIL CHINA LTD.       The rig is being mobilized to China to commence a one
                          CHINA              ("HUSKY")                  well program for Husky.  The drilling of this well
                                                                        should be completed in June 2004.  Around August 1,
                                                                        2004, the rig is committed to commence a drilling
                                                                        program for Sarawak Shell which includes the drilling
                                                                        of two firm wells, plus options to drill three
                                                                        additional wells, offshore Malaysia.  The drilling of
                                                                        the two firm wells is expected to take approximately
                                                                        60 days to complete, with the program possibly
                                                                        extending into December 2004 if all three option wells
                                                                        are drilled.


ATWOOD HUNTER             EGYPT              BURULLUS GAS CO.           On December 31, 2003, the rig commenced a drilling
                                             ("BURULLUS")               program for Burullus which includes ten firm wells
                                                                        plus options to drill six additional wells. The
                                                                        drilling of the ten firm wells are expected to take
                                                                        around 400 days to complete, and if all the option
                                                                        wells are drilled, the contract could extend for
                                                                        approximately 550 days.


ATWOOD   EAGLE            AUSTRALIA          BHP BILLITON PETROLEUM     BHP has recently exercised two of its three original
                                             PTY. LTD. ("BHP")          options.  In this connection, Apache has also
                                                                        exercised their one option well involving the rig.
                                                                        With the options that have now been exercised, the rig
                                                                        has three remaining firm wells after the current well,
                                                                        and one outstanding option.  The drilling of the
                                                                        current four firm wells should take approximately 100
                                                                        days to complete.  Immediately following the
                                                                        completion of its current drilling program, the rig
                                                                        will commence a drilling program for Woodside Energy
                                                                        Ltd.  This program includes the drilling of two firm
                                                                        wells which could take approximately 100 days to
                                                                        complete and provides for an option to drill one
                                                                        additional well.  In the event that the current
                                                                        drilling program for the rig is further extended and
                                                                        Woodside is unable to drill both firm wells before the
                                                                        end of November 2004, Woodside has the right to reduce
                                                                        its commitment to one firm well.

SEAHAWK                   MALAYSIA           EXXONMOBIL EXPLORATION &   EMEPMI has given written notice that they will
                                             PRODUCTION MALAYSIA        terminate the current contract upon completion of work
                                             INC.  ("EMEPMI")           in progress on October 1, 2004.  Additional work is
                                                                        being pursued in Southeast Asia as well as other areas
                                                                        of the world.

ATWOOD SOUTHERN CROSS     MALAYSIA           MURPHY SARAWAK OIL         In March 2004, the rig commenced the Murphy drilling
                                             COMPANY, LTD. ("MURPHY")   program which includes the drilling of two firm wells
                                                                        plus options to drill an additional four wells.  One
                                                                        option well has now been exercised.  The rig is in the
                                                                        process of completing the drilling of the first well.
                                                                        The drilling of the next two wells could extend into
                                                                        August 2004.  If the remaining three option wells are
                                                                        drilled, the program could extend into November 2004.

SEASCOUT                  UNITED STATES                                 The SEASCOUT was purchased in December 2000 for future
                          GULF OF MEXICO                                conversion to a tender-assist unit, similar to the
                                                                        SEAHAWK.  There are currently no upgrade plans and the
                                                                        rig is currently coldstacked.
CANTILEVER JACK-UPS -
VICKSBURG                 THAILAND          CHEVRON OFFSHORE            In May 2004 the rig's contract with ExxonMobil
                                            (THAILAND) LIMITED          Exploration & Production Malaysia Inc. ("EMEPMI") was
                                            ("CHEVRON")                 suspended and the rig moved to Thailand to commence a
                                                                        drilling program for Chevron.  This program is
                                                                        expected to take approximately five months to
                                                                        complete, at which time, the rig will be moved back to
                                                                        Malaysia whereby EMEPMI will reinstate the rig's
                                                                        contract.  Upon reinstatement, the EMEPMI drilling
                                                                        commitment will include the estimated five months
                                                                        suspension period plus an extension of twelve months,
                                                                        for a total of seventeen months commencing in October
                                                                        2004. Once EMEPMI recommences its contract it will
                                                                        retain its right to terminate the contract by
                                                                        providing 120 days notice.

ATWOOD BEACON             MALAYSIA          PETRONAS CARIGALI SDN.      Upon the rig completing its current contract with
                                            BHD. ("PETRONAS")           Petronas (estimated late May or early June 2004), the
                                                                        rig will be moved to Indonesia to commence a drilling
                                                                        program for Conoco Phillips Indonesia Ltd. which
                                                                        includes the drilling of three firm wells plus options
                                                                        to drill four additional wells.  The drilling of the
                                                                        three firm wells is expected to take around 90 days to
                                                                        complete, with any option wells drilled expected to
                                                                        take 30 days each to complete.  The final government
                                                                        approval expected prior to rig mobilization.
SUBMERSIBLE -
RICHMOND                  UNITED STATES      BOIS D'ARC OFFSHORE LTD.   The rig is in the process of completing its current
                          GULF OF MEXICO     ("BOIS")                   contract with Bois.  Immediately upon completion of
                                                                        the Bois contract, the rig will commence a contract
                                                                        for Helis Oil & Gas Company, L.L.C. ("Helis") which
                                                                        initially included the drilling of four firm wells
                                                                        plus options to drill four additional wells.  Helis
                                                                        has now assigned the first well to Applied Drilling
                                                                        Technology Inc ("ADTI").  The drilling of the one well
                                                                        for ADTI and the three firm wells for Helis is
                                                                        expected to take around 120 to 150 days to complete
                                                                        and if all four option wells are drilled, the contract
                                                                        could extend to around 240 to 300 days.

MODULAR PLATFORMS -
GOODWYN 'A' /NORTH        AUSTRALIA          WOODSIDE ENERGY LTD.       There is currently an indefinite planned break in
RANKIN 'A'                                                              drilling activity for the two client-owned rigs
                                                                        managed by the Company.  The Company is involved in
                                                                        maintenance of the two rigs for future drilling
                                                                        programs.