EXHIBIT 13.1



                       2000 ANNUAL REPORT TO SHAREHOLDERS

                                   THE COMPANY


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

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


Atwood  Oceanics,  Inc.  is engaged in the  business of  international  offshore
drilling of exploratory and developmental oil and gas wells and related support,
management and consulting services.  Presently,  the Company owns and operates a
modern fleet of seven mobile  offshore  drilling units and one modular  platform
drilling unit, as well as manages the operations of two operator-owned  platform
drilling units in Northwest Australia. In December 2000, the Company purchased a
semisubmersible  for  future  conversion  to a  tender  assist  vessel  once  an
acceptable contract opportunity is secured. The Company also owns a 50% interest
in a platform  drilling unit located in Australia.  Since 1996,  the Company has
expended over $200 million in upgrading its mobile offshore  drilling units. The
Company  supports its  operations  from  headquarters  in Houston and affiliated
offices in Australia, Malaysia, Indonesia,  Philippines,  United Kingdom, Egypt,
India and Israel.






TO OUR SHAREHOLDERS AND EMPLOYEES:

     Fiscal 2000 marked the Company's seventh consecutive  profitable year, with
a net  income of $23.1  million  compared  to a net  income of $27.7  million in
fiscal 1999.  Even though  revenues  during  fiscal 2000  declined 10% to $134.5
million, operating cash flow in both fiscal 2000 and 1999 were approximately $55
million.  With  anticipated  continuing  positive  cash flows  along with a $150
million credit facility executed in June 2000, the Company is well positioned to
continue  with its  planned  fleet  upgrades  and to explore  additional  growth
opportunities.

     The  Company's  seven  mobile  offshore  drilling  units  returned  to full
utilization in June 2000 when the ATWOOD  SOUTHERN  CROSS  commenced work in the
eastern  Mediterranean Sea. Recent bid opportunities  have provided  encouraging
signs of increasing  spending by our clients,  tightening rig  utilization,  and
higher  dayrates.  As we enter the year 2001,  demand  for our  mobile  offshore
drilling units is positive with approximately 70% of these units' days committed
for fiscal year 2001.  The ATWOOD  FALCON and SEAHAWK  are  currently  committed
through fiscal year 2001.  Commitments  for the ATWOOD SOUTHERN CROSS and ATWOOD
EAGLE should keep those units  working into the second half of fiscal 2001.  The
ATWOOD HUNTER should remain  committed into second quarter of fiscal 2001, after
which an upgrade is  planned.  The  RICHMOND  has a backlog  extending  into the
second quarter of fiscal 2001. The VICKSBURG,  operating  successfully  in India
since  upgrade in 1998,  should be available for  reemployment  in the second or
third quarter of fiscal 2001 and has potential for dayrate upside.

     Three  fleet  upgrades  were  successfully  completed  during  fiscal  2000
bringing  expenditures  on upgrades of our seven mobile  offshore  units to over
$200 million since 1996. The ATWOOD EAGLE Phase-one  upgrade to 3,300 feet water
depth was  completed  on-time  and within  budget in January  2000.  A major $22
million upgrade of our  semisubmersible,  tender-assist unit, SEAHAWK,  was also
completed  on-time  and within  budget,  with the unit  commencing  a  four-year
contract  extension in January 2000.  The RICHMOND has also been upgraded with a
(patent   pending)   suction   pile   system   further   enhancing   its  unique
characteristics  for shallow water operations in the Gulf of Mexico, with a long
record as an  attractive,  highly  utilized unit. All three units have performed
well since upgrade.

     The Company  plans two  additional  major  upgrades  during  fiscal 2001. A
Phase-two  upgrade of the ATWOOD  EAGLE,  which will  increase  its  water-depth
capability to 5,000 feet for international  (non-North Sea) waters,  and upgrade
of the ATWOOD HUNTER,  which will increase its  water-depth  capability to 5,000
feet for international (mild environments) waters. Both upgrades include totally
new quarters with 120-bed  capacity and additional  offices,  enhanced  drilling
systems,  and improved sub-sea  completion and tree handling  capabilities.  Our
goal is to provide safe,  cost-effective,  and  fit-for-purpose  units with both
drilling efficiency and completion capability in mind.

     In early December,  the Company acquired the  semisubmersible  OCEAN SCOUT,
which was subsequently renamed the SEASCOUT,  for $4.5 million.  This unit has a
similar hull design to the SEAHAWK and is an ideal candidate for conversion to a
premium  tender-assist  unit for use  with  fixed  platform  and  possibly  with
floating  structures in deeper water.  Preliminary  engineering has already been
undertaken  to reduce  conversion  lead-time  to twelve  months or less.  A full
tender  upgrade  and  fabrication  of a new derrick  equipment  set will only be
undertaken upon award of an acceptable term contract.

     The Company  has been built on  providing  safe,  quality  operations,  and
efficient,  value-adding performance for our clients. We are well positioned for
the  future  with  a  modern,   well-equipped,   upgraded  fleet;   leverage  to
international  and deeper  water  markets;  and high  caliber  personnel.  These
strengths  should enable us to benefit from improving  longer-term  fundamentals
and  increasing  international  exploration  and  development  spending  by  our
clients, particularly in deeper waters.

     Our  focused  niche  strategy of building  on our  strengths  and  pursuing
selective, high-return opportunities has served us well, producing the Company's
three best years of financial performance in our 30-year history in fiscal years
1998, 1999, and 2000. The support of our  shareholders and the  contributions of
our employees are appreciated as we strive to further enhance shareholder value.

                                                                   John R. Irwin






                              FINANCIAL HIGHLIGHTS






- --------------------------------------------- ---------------- --------------
(In thousands)                                           2000           1999
- --------------------------------------------- ---------------- --------------

FOR THE YEAR ENDED SEPTEMBER 30,
      CONTRACT REVENUES                              $ 134,514      $ 150,009
      NET INCOME                                        23,148         27,720
      CAPITAL EXPENDITURES                              34,841         38,760
AT SEPTEMBER 30,
      CASH AND SECURITIES HELD FOR INVESTMENT        $  42,661      $  43,041
      NET PROPERTY AND EQUIPMENT                       224,107        218,914
      TOTAL ASSETS                                     313,251        293,604
      TOTAL SHAREHOLDERS' EQUITY                       218,205        192,229






                     Atwood Oceanics, Inc. and Subsidiaries
                           FIVE-YEAR FINANCIAL REVIEW



                                                                   At or For the Years Ended September 30,
                                                                                                

- ------------------------------------------------------ ------------ -------------- ------------- ------------- ------------
(In thousands, except per share amounts, fleet data       2000          1999           1998          1997         1996
and ratios)
- ------------------------------------------------------ ------------ -------------- ------------- ------------- ------------
STATEMENTS OF OPERATIONS DATA:
  Contract revenues                                    $134,514      $150,009        $151,809      $ 89,082     $ 79,455
  Drilling costs and general
    and administrative expenses                         (67,699)      (77,874)        (72,616)      (54,890)     (56,653)
                                                      ---------      --------         -------      --------      -------
  OPERATING MARGIN                                       66,815        72,135          79,193        34,192       22,802

  Depreciation                                          (29,624)      (23,904)        (17,596)       (9,979)      (9,742)
                                                      ---------      --------         --------     --------      -------
  OPERATING INCOME                                       37,191        48,231          61,597        24,213       13,060
  Other income (expense)                                 (1,293)       (1,724)         (1,278)        1,165        2,783
  Tax provision                                         (12,750)      (18,787)        (20,955)       (9,759)      (4,475)
                                                      ---------      --------         --------     --------      -------
           NET INCOME                                  $ 23,148      $ 27,720        $ 39,364       $15,619      $11,368
                                                      =========      ========        =========     ========      =======


PER SHARE DATA:

  Earnings per common share: (1)
    Basic                                              $   1.68          2.03            2.90          1.16          .85
    Diluted                                                1.66          2.01            2.84          1.14          .84
  Average common shares outstanding: (1)
    Basic                                                13,763        13,649          13,592        13,474       13,328
    Diluted                                              13,916        13,791          13,884        13,715       13,544


FLEET DATA:
  Number of rigs owned or managed, at end
   of period                                                 11            11              11            11           11
  Utilization rate for in-service rigs
   (excludes contractual downtime for rig
    upgrades in  2000, 1999, 1998 and 1997)                  71%          77%             100%          100%         100%

BALANCE SHEETS DATA:
  Cash and securities held for investment             $  42,661      $ 43,041         $34,529      $ 42,234     $ 40,492
  Working capital                                        47,433        31,519          24,864        27,549       26,151
  Net property and equipment                            224,107       218,914         205,632       143,923       91,124
  Total assets                                          313,251       293,604         281,737       215,330      159,309
  Total long-term debt                                   46,000        54,000          72,000        59,500       34,473
  Shareholders' equity                                  218,205       192,229         163,766       122,689      105,554
  Ratio of current assets to current liabilities           3.71          2.66            1.93          2.41         2.45



Note -
          (1) Retroactively  adjusted to reflect 100% stock dividend declared in
              November 1997.

          (The Company has never paid any cash dividends on its common stock.)












                                              OFFSHORE DRILLING OPERATIONS

                                             PERCENTAGE
                                    MAXIMUM   OF 2000
                     YEAR BUILT     WATER     CONTRACT                                       CONTRACT STATUS AT
 RIG NAME            /UPGRADED      DEPTH     REVENUES   LOCATION       CUSTOMER             DECEMBER 15, 2000
 --------            ---------     --------   --------   --------      ----------            ---------------------------------
                                                                           

SEMISUBMERSIBLES -
- ------------------
  ATWOOD FALCON      1983/1998     3,500 Ft.   30%      Malaysia         Esso Production     Rig is under long-term contract which
                                                                         Malaysia Inc.       terminates in November 2001.  Upon
                                                                         through             completion of current well in Malaysia,
                                                                         assignment from     the rig will be relocated to the
                                                                         Shell Philippines   Philippines to recommence drilling
                                                                         Exploration, B.V.   program for Shell Philippines.

  ATWOOD HUNTER      1981/1997     3,600 Ft.   25%      United States    British-Borneo      Following completion of its contractual
                                                        Gulf of Mexico   Petroleum Inc.      commitments (estimated February 2001),
                                                                                             an additional upgrade is planned for
                                                                                             the rig costing between $40 and $45
                                                                                             million.

  ATWOOD EAGLE       1982/2000     3,300 Ft.   12%      Egypt            Rashid Petroleum    Rig is contractually committed into the
                                                                         Company             second half of 2001. An approximate $80
                                                                                             million upgrade of the rig is planned
                                                                                             immediately upon the rig completing
                                                                                             its current contractual commitments
                                                                                             (estimated June to August 2001).

  ATWOOD            1976/1997      2,000 Ft.    4%      Israel           Isramco              Rig has contractual commitments in
  SOUTHERN CROSS                                                                              Israel, Egypt and Turkey, which should
                                                                                              keep the rig employed into the fourth
                                                                                              quarter of fiscal 2001.

  SEAHAWK           1974/1992        600 Ft.   14%      Malaysia         Esso Production      Rig is under long-term contract which
                      and                                                Malaysia Inc.        terminates in 2003, with
                       1999                                                                   a further option to extend.


SEASCOUT              1974         1,000 Ft.    0%      United States                         The SEASCOUT (ex-OCEAN SCOUT) was
                                                        Gulf of Mexico                        purchased in December 2000 for future
                                                                                              conversion to a tender assist unit
                                                                                              similar to SEAHAWK once an acceptable
                                                                                              contract opportunity is secured.

CANTILEVER JACKUP -
- -------------------
  VICKSBURG      1976/1998          300 Ft.    9%       India           Enron Oil &           Rig is under term contract which
                                                                        Gas India Ltd.        expires at the end of December 2000.
                                                                                              The rig is being marketed in India,
                                                                                              Southeast Asia and West Africa with
                                                                                              an anticipated increase in dayrate
                                                                                              revenues following completion  of
                                                                                              its current contract.

SUBMERSIBLE -
- -------------
  RICHMOND       1982/2000           75 Ft.    3%        United States   Applied Drilling     Rig is contractually committed in the
                                                         Gulf of Mexico  Technology Inc.      United States Gulf of Mexico into the
                                                                                              second quarter of fiscal 2001.

MODULAR PLATFORMS -
- -------------------
  RIG-19            1988             N/A      0%          Australia                           Rig is available for contract since it
                                                                                              became idle in September 1999.

  RIG-200           1995             N/A      0%          Australia                           Rig is available for contract since it
                                                                                              became idle in June 1999.

                                             MANAGEMENT CONTRACT
  GOODWYN `A' and    N/A             N/A      3%          Australia       Woodside Energy     Rigs are under term contract for
  NORTH RANKIN `A'                                                                            management of drilling operations
                                                                                              estimated to extend into 2003.












                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     This Annual Report to Shareholders and the related Form 10-K for the fiscal
year ended September 30, 2000 includes  "forward-looking  statements" within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange  Act of 1934,  as amended.  Our Company and its
representatives  may from time to time make  written  or verbal  forward-looking
statements,  including  statements  contained  in this report and other  Company
filings  with the  Securities  and  Exchange  Commission  and in our  reports to
Shareholders.  Generally, the words "believe",  "expert", "intend",  "estimate",
"anticipate",   "plan",  and  similar   expressions   identify   forward-looking
statements. All statements other than statements of historical facts included in
this  report  and the  related  Form  10-K  regarding  the  Company's  financial
position,  business strategy, budgets and plans and objectives of management for
future operations are forward-looking statements.  Although the Company believes
that  the  expectations   reflected  in  such  forward-looking   statements  are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct.  The  forward-looking   statements  are  and  will  be  based  on
management's  then current  views and  assumptions  regarding  future events and
operating performances, and speak only as of their dates. The Company undertakes
no  obligation  to  publicly  update or revise any  forward-looking  statements,
whether  as a result  of new  information,  future  events or  otherwise.  These
forward-looking  statements  involve risks and uncertainties  that may cause the
Company's  actual future  activities  and results of operations to be materially
different   from  those   suggested  or  described  in  this  Annual  Report  to
Shareholders  and  related  Form  10-K.  These  risks  include:   the  Company's
dependence on the oil and gas industry; the Company's ability to secure adequate
financing;  the risks involved in the  construction and upgrade to the Company's
rigs; competition;  operations risks; risks involved in foreign operations;  and
governmental  regulation and environmental  matters.  These factors ("Cautionary
Statements")  are  disclosed in various  places  throughout  this report and the
related Form 10-K. All subsequent  written and oral  forward-looking  statements
attributable  to the Company,  or persons  acting on its behalf,  are  expressly
qualified in their entirety by the Cautionary Statements.

OUTLOOK

    During fiscal 2000, the Company accomplished some significant  achievements:
the seventh consecutive  profitable year and third best year in its history from
a financial  performance  perspective,  the successful  upgrades of the SEAHAWK,
RICHMOND and ATWOOD EAGLE,  the execution of a new $150 million credit  facility
and the  return to work of the ATWOOD  SOUTHERN  CROSS  after  being idle for 18
months. Worldwide utilization of offshore drilling equipment is currently around
87%  compared  to around 70% at the  beginning  of fiscal  year 2000.  There are
encouraging  indications  that the offshore  drilling market  environment  could
continue to improve into 2001.

    Except for RIG-200 and RIG-19,  the  Company's  drilling  units have current
contract  commitments that should keep the various rigs employed into the second
quarter of fiscal 2001 or beyond. The Company's two owned platform rigs, RIG-200
and RIG-19, have not worked since the second half of fiscal 1999 and have a very
uncertain future outlook. Both units are stacked on land in Australia at nominal
costs.  Since 1996,  the Company has expended over $200 million in upgrading its
seven offshore mobile  drilling  units.  Of these units,  the SEAHAWK and ATWOOD
FALCON have contract commitments beyond fiscal 2001. The ATWOOD EAGLE and ATWOOD
SOUTHERN  CROSS have contract  commitments in the  Mediterranean  Sea area which
should  keep both  units  employed  into the  second  half of fiscal  2001.  The
RICHMOND completed its upgrade in early October 2000 and has returned to work in
the United  States Gulf of Mexico.  The  VICKSBURG is committed in India through
December 31, 2000 with  ongoing  discussions  for  additional  work.  The ATWOOD
HUNTER has contractual commitments into January 2001.

    The Company is currently planning  additional upgrades for the ATWOOD HUNTER
and the ATWOOD EAGLE.  Upon  completing its current  contract  commitments,  the
ATWOOD  HUNTER  will be moved to a  shipyard  in the  United  States to  undergo
upgrades and enhancements estimated to cost between $40 and $45 million which is
anticipated  to take four to five  months to  complete.  When the  ATWOOD  EAGLE
completes  its  contractual  commitments,  it will be moved to a shipyard in the
Mediterranean  Sea area to undergo an approximate  $80 million  upgrade which is
anticipated to take five to six months to complete.

    The  Company  continues  to  maintain  its  focus on  having  safe,  quality
operations.  With anticipated  increases in international oil and gas companies'
drilling budgets,  the Company remains  optimistic about the long-term  drilling
market outlook and improving fundamentals.







RESULTS OF OPERATIONS

Fiscal Year 2000 Versus Fiscal Year 1999

     Contract  revenues during fiscal 2000 decreased 10% from revenues in fiscal
1999  primarily due to reduced  revenues from the ATWOOD EAGLE and the Company's
platform rigs. An analysis of contract revenues by rig for fiscal years 2000 and
1999 is as follows:


                                                 CONTRACT REVENUES
                                                   (In millions)
                                         ---------------------------------
                                           Fiscal      Fiscal
                                             2000        1999     Variance
                                         --------     -------     --------
SEAHAWK                                    $ 19.5       $ 9.5      $ 10.0
ATWOOD FALCON                                40.6        34.7         5.9
ATWOOD SOUTHERN CROSS                         5.1         0.0         5.1
ATWOOD HUNTER                                33.3        31.0         2.3
VICKSBURG                                    12.0        10.6         1.4
RICHMOND                                      4.2         4.1         0.1
GOODWYN `A'/NORTH RANKIN `A'                  3.1         8.6        (5.5)
RIG-19/RIG-200                                0.0        13.6       (13.6)
ATWOOD EAGLE                                 16.7        37.9       (21.2)
                                          -------      ------     -------
                                          $ 134.5      $150.0      $(15.5)
                                          =======      ======     =======


     In preparation for a four-year  contract  extension,  the SEAHAWK was being
upgraded from April 1999 through  December 1999, with a reduced dayrate received
during the upgrade  period.  The contract  dayrate for the SEAHAWK varies from a
high of $50,000 to a low of $30,000 depending upon the price of oil. With a high
oil price, the SEAHAWK has received $50,000 per day since it returned to work in
February 2000 which accounts for its increase in revenues. The ATWOOD FALCON and
VICKSBURG  have  worked  continuously  since they  completed  their  upgrades in
November  1998.  The ATWOOD  SOUTHERN  CROSS returned to work in June 2000 after
being idle since September  1998.  Higher revenues for the ATWOOD HUNTER are due
to an  increase  in  dayrate  during  the last year of its  three-year  contract
commitment.  As a result of a decline in drilling  activities on the GOODWYN `A'
and NORTH RANKIN `A' platforms,  the Company's management  activities related to
these platforms have also declined resulting in less revenues being received and
less  costs  being  incurred.  RIG -200 and RIG-19  have been idle in  Australia
following   completion  of  their   contracts  in  June  and   September   1999,
respectively.  The decrease in revenues for the ATWOOD EAGLE is due to a decline
in dayrate  revenues  from an average of over $100,000 per day in fiscal 1999 to
approximately $50,000 per day in fiscal 2000.

     Contract  drilling and  management  costs during fiscal 2000  decreased 16%
primarily due to reductions  in operating  costs of the Company's  platform rigs
due to their decline in drilling  operations.  An analysis of contract  drilling
and management costs by rig for fiscal years 2000 and 1999 is as follows:


                                   CONTRACT DRILLING AND MANAGEMENT COSTS
                                               (In millions)
                                   --------------------------------------
                                     Fiscal       Fiscal
                                      2000         1999        Variance
                                    -------      -------      ---------
ATWOOD HUNTER                         $11.4        $ 9.8       $  1.6
ATWOOD FALCON                           8.3          6.8          1.5
VICKSBURG                               5.7          4.5          1.2
ATWOOD SOUTHERN CROSS                   7.6          6.8          0.8
SEAHAWK                                 7.7          7.1          0.6
RICHMOND                                5.0          4.8          0.2
GOODWYN `A'/NORTH RANKIN `A'            2.7          6.6         (3.9)
ATWOOD EAGLE                            9.0         14.3         (5.3)
RIG-200/RIG-19                          0.1          7.5         (7.4)
OTHER                                   1.8          2.2         (0.4)
                                      -----        -----       ------
                                      $59.3        $70.4       $(11.1)
                                      =====        =====       ======

     The  increase  in  drilling  costs for the  ATWOOD  HUNTER is due to higher
maintenance costs. The increases in the drilling costs for the ATWOOD FALCON and
VICKSBURG  are due to the  rigs  working  continuously  since  completing  their
upgrades during the first quarter of fiscal 1999. The increase in drilling costs
for the ATWOOD  SOUTHERN  CROSS was due to its return to work.  The  increase in
drilling costs for the SEAHAWK was primarily due to additional costs incurred in
December 1999 and January 2000 to mobilize and prepare the rig for  commencement
of drilling operations following its required upgrade. The reduction in drilling
costs for the  ATWOOD  EAGLE was due to no  drilling  costs  being  incurred  in
January 2000 when the rig was in a shipyard for its water depth  upgrade and due
to a generally overall decline in maintenance and some personnel costs.  RIG-200
and  RIG-19  have been  dismantled  and are  stacked on land in  Australia  with
nominal costs being incurred.

     An analysis of depreciation expense by rig is as follows:

                                 DEPRECIATION EXPENSE
                                     (In millions)
                         --------------------------------------
                           Fiscal      Fiscal
                             2000        1999      Variance
                         ---------- -----------  -------------
SEAHAWK                      $ 5.1       $ 1.3        $ 3.8
VICKSBURG                      2.9         2.0          0.9
ATWOOD FALCON                  6.5         5.8          0.7
ATWOOD EAGLE                   3.0         2.4          0.6
ATWOOD HUNTER                  5.2         5.1          0.1
ATWOOD SOUTHERN CROSS          3.9         3.8          0.1
RIG-200/RIG-19                 2.1         2.1          0.0
RICHMOND                       0.2         0.8         (0.6)
OTHER                          0.7         0.6          0.1
                            ------      ------       ------
                            $ 29.6      $ 23.9        $ 5.7
                            ======      ======      =======


     The Company does not recognize  depreciation  expense during a period a rig
is out of service for a significant upgrade.  The SEAHAWK,  VICKSBURG and ATWOOD
FALCON had some  reduction  in  depreciation  expense  in 1999 due to  upgrades,
accounting for these increases in depreciation  expense in 2000. The increase in
depreciation expense for the ATWOOD EAGLE is due to higher depreciable costs due
to its water-depth upgrades in January 2000.

Fiscal Year 1999 Versus Fiscal Year 1998

     Despite the Company's  active rig utilization  decreasing from 100% in 1998
to 77% in 1999,  contract  revenues only declined  approximately  1 percent.  An
analysis  of  contract  revenues  by rig for  fiscal  year  1999  and 1998 is as
follows:






                                               CONTRACT REVENUES
                                                 (In millions)
                                        --------------------------------
                                         Fiscal      Fiscal
                                           1999        1998     Variance
                                        -------      ------    ---------
ATWOOD FALCON                            $ 34.7       $17.3     $ 17.4
VICKSBURG                                  10.6         1.9        8.7
ATWOOD EAGLE                               37.9        32.2        5.7
GOODWYN `A'/NORTH RANKIN `A'                8.6         7.5        1.1
RIG-19                                      6.8         6.7        0.1
RIG-200                                     6.8         7.9       (1.1)
SEAHAWK                                     9.5        11.4       (1.9)
ATWOOD HUNTER                              31.0        35.2       (4.2)
RICHMOND                                    4.1        11.3       (7.2)
ATWOOD SOUTHERN CROSS                       0.0        20.4      (20.4)
                                         ------      ------      -----
                                         $150.0      $151.8      $(1.8)
                                         ======      ======      =====


     The  ATWOOD  FALCON  was in a  shipyard  from  May  1998 to  November  1998
undergoing a water-depth  upgrade.  The VICKSBURG entered a shipyard in December
1997 for  refurbishment and upgrade which was not completed until November 1998.
The ATWOOD FALCON and VICKSBURG have worked continuously since the completion of
their  upgrades.  The  ATWOOD  EAGLE  was  relocated  from  West  Africa  to the
Mediterranean  Sea area in March 1998.  The  increase in revenues for the ATWOOD
EAGLE is due to enhanced  dayrates for a portion of the year from term  contract
commitments.  The increase in revenues from the GOODWYN `A' and NORTH RANKIN `A'
rigs is due to the Company  providing  additional  labor and  assistance  to the
rigs'  Australian owner in upgrading the rigs during fiscal 1999. In preparation
for a four-year contract extension, the SEAHAWK entered a shipyard in April 1999
for  upgrade,  with a reduced  dayrate  paid  during the  upgrade  period  which
accounts  for the decline in  revenues.  The decline in revenues  for the ATWOOD
HUNTER is due to a temporary  reduction in dayrate  revenue during a period when
the rig could not drill due to  extremely  strong  underwater  currents.  Market
conditions  resulted in a reduced  dayrate and some idle time for the  RICHMOND;
with the ATWOOD SOUTHERN CROSS idle for the entire year.

     Contract  drilling and  managements  costs during fiscal 1999  increased 8%
from $65.3  million to $70.4  million.  An  analysis of  contract  drilling  and
management costs by rig is as follows:


                                       CONTRACT DRILLING AND MANAGEMENT COSTS
                                                    (In millions)
                                     ------------------------------------------
                                          Fiscal       Fiscal
                                           1999         1998         Variance
                                          ------      -------        --------
VICKSBURG                                  $ 4.5        $1.4          $ 3.1
ATWOOD EAGLE                                14.3        11.5            2.8
ATWOOD FALCON                                6.8         4.9            1.9
RIG-19                                       6.0         4.5            1.5
SEAHAWK                                      7.1         6.1            1.0
ATWOOD HUNTER                                9.8         9.4            0.4
GOODWYN `A'/NORTH RANKIN `A'                 6.6         6.3            0.3
RIG-200                                      1.5         2.6           (1.1)
RICHMOND                                     4.8         6.0           (1.2)
ATWOOD SOUTHERN CROSS                        6.8        10.6           (3.8)
OTHER                                        2.2         2.0            0.2
                                           -----       -----          -----
                                           $70.4       $65.4          $ 5.1
                                           =====       =====          =====

     The increase in the drilling  costs for the VICKSBURG and ATWOOD FALCON are
due to the rigs working  continuously since completing their upgrades during the
first  quarter of fiscal  1999.  The  increase in drilling  costs for the ATWOOD
EAGLE was due primarily to an increase in maintenance costs and higher operating
costs associated with working the entire year in the Mediterranean Sea area. The
increase in  drilling  costs for RIG-19 was due to costs being lower in 1998 due
to the receipt of certain  payroll  related tax refunds.  Reductions in drilling
costs for the  RICHMOND,  RIG-200  and  ATWOOD  SOUTHERN  CROSS were due to cost
savings associated with idle rig time.

     An analysis of depreciation expense by rig is as follows:

                                            DEPRECIATION EXPENSE
                                              (In millions)
                                     -----------------------------------
                                      Fiscal      Fiscal
                                       1999        1998         Variance
                                     -------      ------        --------
ATWOOD FALCON                         $ 5.8       $ 1.8          $4.0
VICKSBURG                               2.0         0.0           2.0
ATWOOD SOUTHERN CROSS                   3.8         3.0           0.8
RICHMOND                                0.8         0.5           0.3
ATWOOD HUNTER                           5.1         5.0           0.1
ATWOOD EAGLE                            2.4         2.2           0.2
RIG-200                                 2.1         2.1           0.0
RIG-19                                  0.0         0.2          (0.2)
SEAHAWK                                 1.3         2.5          (1.2)
OTHER                                   0.6         0.3           0.3
                                      -----      ------         -----
                                      $23.9      $ 17.6         $ 6.3
                                      =====      ======         =====


     The increase in depreciation expense was primarily due to the commencing of
depreciation in fiscal 1999 of upgrade costs of the ATWOOD FALCON and VICKSBURG.
The Company does not recognize  depreciation  expense during the period a rig is
out of service  for a  significant  upgrade.  This  accounts  for the decline in
depreciation expense for the SEAHAWK in fiscal 1999.


LIQUIDITY AND CAPITAL RESOURCES

     Even  though,  net income in fiscal 2000  declined  16% from  fiscal  1999,
operating  cash flows  (before  changes in working  capital and other assets and
liabilities)  for fiscal 2000 only  declined one percent  from $55.7  million to
$55.2  million.  During fiscal 2000,  the Company  utilized  available  cash and
internally generated funds to invest approximately $10 million in completing the
upgrade of the SEAHAWK,  to invest  approximately  $8 million in  upgrading  the
water-depth drilling capacity of the ATWOOD EAGLE from 2,500 feet to 3,300 feet,
to fund  approximately  $17 million in other capital  expenditures and to reduce
outstanding debt by $8 million.

     Since 1996, the Company has  successfully  upgraded all seven of its mobile
offshore drilling units and after completing the future upgrades planned for the
ATWOOD  HUNTER and ATWOOD  EAGLE,  will have  expended  over $300 million in its
upgrade  program.  The upgrade of the ATWOOD  HUNTER will include  extending the
water-depth   drilling   capacity  to  5,000  feet  for  certain   environmental
conditions, a new high capacity crane, new 120-bed quarters in addition to other
improvements. The upgrade on the ATWOOD EAGLE will include modifications of the
rig's  hull and  mooring  equipment  to enable  the rig to work in 5,000 feet of
water, new 120-bed  quarters,  new high-capacity  crane,  upgraded well control,
drilling  and mud  systems,  in addition to other  improvements.  On December 5,
2000, the Company purchased the  semisubmersible  unit SEASCOUT (ex-OCEAN SCOUT)
for $4.5  million.  This unit was  purchased  for  conversion  and  upgrade to a
semisubmersible  tender assist rig, which,  depending upon water depth and other
operational requirements, could cost from $40 to $60 million. The conversion and
upgrades will not be undertaken  until an acceptable  contract  opportunity  has
been secured.  Except for planned upgrades of the ATWOOD HUNTER and ATWOOD EAGLE
estimated  to cost  between  $120  and $125  million,  and the  purchase  of the
SEASCOUT for $4.5  million,  the Company  currently has no  significant  capital
commitments;  however,  the Company  continues  to pursue  growth  opportunities
which, if successful, could result in additional capital commitments.

     To assist the Company in funding all capital commitments, in June 2000, the
Company  executed  a new $150  million  revolving  line of credit.  This  Credit
Facility  requires no principal  reductions  prior to its maturity in June 2005.
Initially,  $46 million  was  borrowed  under the  Facility to repay the balance
outstanding under an existing reducing credit facility.  Subsequent to September
30, 2000, the Company prepaid $6 million for a currently  outstanding balance of
$40 million.  Assuming no additional capital investments other than the upgrades
to the ATWOOD HUNTER and ATWOOD EAGLE, the outstanding  balance under the Credit
Facility at the end of fiscal year 2001 should be approximately $100 million.

     Working  capital  increased  from $31.5 million at the end of September 30,
1999 to $47.4 million at the end of September 30, 2000. The Company's  portfolio
of accounts  receivable is comprised of major  international  corporate entities
with stable payment  experience.  Historically,  the Company has  experienced no
significant  difficulties in receivable  collections;  however, at September 30,
2000,  the Company was continuing to pursue legal action in Australia to collect
approximately $2 million billed in 1998.

Impact of the Year 2000 Issue

     The Company has not experienced any Year 2000 related  computer  failure or
problems.  The total cost of the  Company's  Year 2000  compliance  program  was
approximately  $1.5 million,  which  consisted  primarily of the  replacement of
accounting  and  related  software.  The  Company  does not  expect to incur any
further Year 2000 costs.


DISCLOSURES ABOUT MARKET RISK

     The  Company  is  exposed  to market  risk,  including  adverse  changes in
interest rates and foreign currency exchange rates as discussed below.

Interest Rate Risk

     All of the $46 million of long-term debt outstanding at September 30, 2000,
was floating rate debt.  As a result,  the Company's  annual  interest  costs in
fiscal 2001 will fluctuate based on interest rate changes.  Because the interest
rate on the Company's  long-term  debt is a floating rate, the fair value of the
Company's  long-term debt approximates  carrying value as of September 30, 2000.
The  impact  on  annual  cash  flow  of  a  10%  change  in  the  floating  rate
(approximately 70 basis points) would be approximately $0.3 million. The Company
did not have any open derivative contracts relating to its floating rate debt at
September 30, 2000.

Foreign Currency Risk

     Certain of the Company's  subsidiaries have monetary assets and liabilities
that are denominated in a currency other than their functional currencies. Based
on  September  30, 2000  amounts,  a decrease in the value of 10% in the foreign
currencies  relative to the U.S.  dollar from the year-end  exchange rates would
not result in any material foreign currency  transaction loss. Thus, the Company
considers its current risk exposure to foreign currency exchange rate movements,
based on net cash  flows,  to be  immaterial.  The Company did not have any open
derivative contracts relating to foreign currencies at September 30, 2000.







                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the  Board of Directors of Atwood Oceanics, Inc.:

     We have  audited the  accompanying  consolidated  balance  sheets of Atwood
Oceanics,  Inc. (a Texas  corporation) and subsidiaries as of September 30, 2000
and 1999, and the related consolidated statements of operations,  cash flows and
changes in shareholders'  equity for each of the three years in the period ended
September 30, 2000.  These financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial  position of Atwood Oceanics,  Inc. and
subsidiaries  as of  September  30,  2000 and  1999,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
September 30, 2000, in conformity with accounting  principles generally accepted
in the United States.






                                                    /s/ARTHUR ANDERSEN LLP




Houston, Texas
November 21, 2000






                     Atwood Oceanics, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS



                                                            September 30,
- -------------------------------------------------- -----------------------------
(In thousands)                                         2000           1999
- -------------------------------------------------- -------------- --------------
ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                       $ 19,740        $20,105
     Accounts receivable, net                          31,466         18,289
     Inventories of materials and supplies,
         at lower of average cost or market             9,544          8,010
     Deferred tax assets                                  950            720
     Prepaid expenses                                   3,217          3,408
                                                      -------        -------
         Total Current Assets                          64,917         50,532
                                                      -------        -------

SECURITIES HELD FOR INVESTMENT:
     Held-to-maturity, at amortized cost               22,594         22,589
     Available-for-sale, at fair value                    327            347
                                                      -------       --------
                                                       22,921         22,936
                                                      -------       --------
PROPERTY AND EQUIPMENT, at cost:
    Drilling vessels, equipment and drill pipe        391,879        358,372
    Other                                               8,197          7,317
                                                      -------       --------
                                                      400,076        365,689
    Less - accumulated depreciation                   175,969        146,775
                                                      -------       --------
      Net Property and Equipment                      224,107        218,914
                                                      -------       --------

DEFERRED COSTS AND OTHER ASSETS                         1,306          1,222
                                                     --------       --------
                                                     $313,251       $293,604
                                                     ========       ========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.





                     Atwood Oceanics, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS


                                                             September 30,
- -----------------------------------------------------------------------------
(In thousands, except share data)                        2000        1999
- ----------------------------------------------------------------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current maturities of long-term debt                $   ---     $   ---
    Accounts payable                                      5,886       7,640
    Accrued liabilities                                  11,598      11,373
                                                        -------     -------
       Total Current Liabilities                         17,484      19,013
                                                        -------     -------

LONG-TERM DEBT, net of current maturities                46,000      54,000
                                                        -------     -------


DEFERRED CREDITS:
     Income taxes                                        10,390       8,168
     Mobilization fees and other                         21,172      20,194
                                                        -------     -------
                                                         31,562      28,362
                                                        =======     =======

COMMITMENTS AND CONTINGENCIES (NOTE 12)

SHAREHOLDERS' EQUITY:
    Preferred stock, no par value;
       1,000,000 shares authorized, none outstanding      ---          ---

   Common stock, $1 par value; 20,000,000
       shares authorized with 13,823,000
       and 13,675,000 issued and
       outstanding in 2000 and 1999, respectively        13,823      13,675
   Paid-in capital                                       55,151      52,458
   Accumulated other comprehensive income (loss)           (152)       (139)
   Retained earnings                                    149,383     126,235
                                                       --------    --------
        Total Shareholders' Equity                      218,205     192,229
                                                       --------    --------
                                                       $313,251    $293,604
                                                       ========    ========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.





                     Atwood Oceanics, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                 Years Ended September 30,
- ------------------------------------------ ------------------------------------
(In thousands, except per share amounts)       2000          1999        1998
- ------------------------------------------ ---------     ----------   ---------

REVENUES:
    Contract drilling                      $ 131,387     $ 148,051   $ 148,570
    Contract management                        3,127         1,958       3,239
                                           ---------      --------    --------
                                             134,514       150,009     151,809
                                           ---------      --------    --------

COSTS AND EXPENSES:
    Contract drilling                         56,598        68,868      62,364
    Contract management                        2,652         1,487       2,921
    Depreciation                              29,624        23,904      17,596
    General and administrative                 8,449         7,519       7,331
                                            --------      --------     -------
                                              97,323       101,778      90,212
                                            --------      --------     -------
OPERATING INCOME                              37,191        48,231      61,597
                                            --------      --------     -------

OTHER INCOME (EXPENSE):
    Interest expense                          (3,907)       (4,172)     (3,599)
    Investment income                          2,614         2,448       2,321
                                            --------      --------     -------
                                              (1,293)       (1,724)     (1,278)
                                            --------      --------     -------

INCOME BEFORE INCOME TAXES                    35,898        46,507      60,319

PROVISION FOR INCOME TAXES                    12,750        18,787      20,955
                                            --------      --------    --------

NET INCOME                                  $ 23,148      $ 27,720    $ 39,364
                                            ========      ========    ========

EARNINGS PER COMMON SHARE:
      Basic                                 $   1.68      $  2.03     $   2.90
      Diluted                                   1.66         2.01         2.84
AVERAGE COMMON SHARES OUTSTANDING:
      Basic                                   13,763       13,649       13,592
      Diluted                                 13,916       13,791       13,884



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.






                     Atwood Oceanics, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                    For Years Ended September 30,
- ----------------------------------------------------------------------------- ------------- ------------- -------------
(In thousands)                                                                    2000          1999          1998
- ----------------------------------------------------------------------------- ------------- ------------- -------------
                                                                                                   

CASH FLOW FROM OPERATING ACTIVITIES:
     Net income                                                                $  23,148       $ 27,720     $ 39,364
                                                                                --------       --------     --------
     Adjustments to reconcile net income to net cash provided by
         operating activities:
       Depreciation                                                               29,624         23,904       17,596
       Amortization of deferred items                                                403            566          427
       Deferred federal income tax provision                                       2,000          3,500        3,970
     Changes in assets and liabilities:
       Decrease (increase) in accounts receivable                                (13,177)         9,441      (11,377)
       Increase (decrease) in accounts payable                                    (3,014)           402          954
       Increase (decrease) in accrued liabilities                                    225           (350)      (1,706)
       Net mobilization fees                                                         981          7,074        2,779
       Other                                                                      (1,103)        (1,364)      (1,924)
                                                                                --------       --------     --------
                                                                                  15,939         43,173       10,719
                                                                                ---------      --------     --------
             Net Cash Provided by Operating Activities                            39,087         70,893       50,083
                                                                                ---------      --------     --------
CASH FLOW FROM INVESTING ACTIVITIES:
     Capital expenditures                                                        (34,841)       (38,760)     (79,607)
     Non cash portion of capital expenditures                                      1,260         (7,012)       7,973
     Other                                                                            24          1,574          ---
                                                                                ----------     --------     --------
          Net Cash Used by Investing Activities                                  (33,557)       (44,198)     (71,634)
                                                                               -----------     --------     --------

CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from exercises of stock options                                      2,105            539          658
     Proceeds from revolving credit facility                                       6,000         13,000       14,000
     Principal payments on debt                                                  (14,000)       (31,750)        (750)
                                                                                --------       --------     --------
                  Net Cash Provided (Used) by Financing Activities                (5,895)       (18,211)      13,908
                                                                                --------       --------     --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (365)         8,484       (7,643)

CASH AND CASH EQUIVALENTS, at beginning of period                                 20,105         11,621       19,264
                                                                                --------       --------     --------
CASH AND CASH EQUIVALENTS, at end of period                                     $ 19,740       $ 20,105     $ 11,621
                                                                                ========       ========     ========
- --------------------------
Supplemental disclosure of cash flow information:
     Cash paid during the year for domestic and foreign income taxes            $ 10,713       $ 13,383     $ 18,549
                                                                                ========       ========     ========
     Cash paid during the year for interest, net of amounts capitalized         $  3,914       $  4,614     $  2,349
                                                                                ========       ========     ========



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.






                                              Atwood Oceanics, Inc. and Subsidiaries
                                              CONSOLIDATED STATEMENTS OF CHANGES IN
                                                       SHAREHOLDERS' EQUITY


- --------------------------------------------- ------------------ ------------------------ ------------ ------------------ ----------
                                                                                                   Accumulated
                                                                                                      Other
(In thousands)                               Comprehensive       Common Stock        Paid-in       Comprehensive        Retained
                                                Income        Shares(1) Amount(1)   Capital(1)     Income (Loss)        Earnings
- -------------------------------------------- -------------    -------------------  -----------    ---------------     ------------
                                                                                                    

September 30, 1997                                            13,546    $13,546      $50,104         $  (112)          $ 59,151
    Net income                                   $39,364         ---        ---          ---             ---             39,364
    Unrealized holding loss on
      available-for-sale securities, net
      of tax of $23                                  (43)        ---        ---          ---             (43)               ---
                                                 -------
    Comprehensive income                         $39,321
                                                 =======
    Exercises of employee stock options                           79         79          579             ---                ---
    Tax benefit from exercises
      of employee stock options                                  ---        ---        1,098             ---                ---
                                                               ------    ------       ------         -------            -------
September 30, 1998                                             13,625    13,625       51,781            (155)            98,515
    Net income                                   $27,720          ---       ---          ---                             27,720
    Unrealized holding gain on
      available-for-sale securities, net
      of tax of $8                                    16          ---       ---          ---              16                ---
                                                 -------
    Comprehensive income                         $27,736
                                                 =======
    Exercises of employee stock options                            50        50          489             ---                ---
    Tax benefit from exercises
      of employee stock options                                   ---       ---          188             ---                ---
                                                               ------     -----       ------          ------             -------
September 30, 1999                                             13,675   $13,675       52,458            (139)           $126,235
    Net income                                   $23,148          ---       ---          ---             ---              23,148
    Unrealized holding loss on
      available-for-sale securities, net
      of tax of $7                                   (13)         ---       ---          ---             (13)                ---
                                                 -------
    Comprehensive income                         $23,135
                                                 =======
    Exercises of employee stock options                           148       148        1,957              ---
    Tax benefit from exercises
    of employee stock options                                     ---       ---          736              ---                ---
                                                               ------   -------      -------          -------            --------
September 30, 2000                                             13,823   $13,823      $55,151            $(152)           $149,383
                                                               ======   =======      =======          =======            ========


- ---------------------
NOTES -

(1) Adjusted for 100% stock dividend declared in November 1997.
(2) Preferred  stock, no par value,  of 1,000,000  shares was authorized in 1975
    and no shares have been issued.

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.






                     Atwood Oceanics, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - NATURE OF OPERATIONS

     Atwood  Oceanics,   Inc.  together  with  its  wholly  owned   subsidiaries
(collectively  referred to herein as the "Company"),  is engaged in the business
of international  offshore drilling of exploratory and developmental oil and gas
wells and related support,  management and consulting services.  Presently,  the
Company owns and operates a modern fleet of seven mobile offshore drilling units
and one modular platform drilling unit, as well as manages the operations of two
operator-owned platform drilling units in Northwest Australia.  The Company also
owns a 50% interest in another  platform  drilling  unit. In December  2000, the
Company  purchased a  semisubmersible  unit for a future  conversion to a tender
assist vessel once an acceptable contract  opportunity is secured (see Note 15).
Currently,  the  Company is  involved in active  operations  in the  territorial
waters of Australia,  Malaysia,  Egypt,  Philippines,  Israel, United States and
India.

     Demand  for  drilling   equipment  is  dependent  on  the  exploration  and
development  programs of oil and gas companies,  which is in turn  influenced by
the financial conditions of such companies,  by general economic conditions,  by
prices of oil and gas, and from time to time,  by political  considerations  and
policies.  The Company's business operations are subject to the risks associated
with a business having a limited number of customers for which it can operate at
any given time.  A decrease in the  drilling  programs of customers in the areas
where the Company is employed may adversely affect the Company's  revenues.  The
contracts under which the Company operates its drilling rigs are obtained either
through individual  negotiations with the customer or by submitting proposals in
competition  with the other  drilling  contractors  and vary in their  terms and
conditions.  The Company competes with several other drilling contractors,  most
of which are  substantially  larger than the  Company  and  possess  appreciably
greater  financial and other resources.  Price competition is generally the most
important  factor in the drilling  industry,  but the  technical  capability  of
specialized  drilling  equipment and personnel at the time and place required by
customers  are also  important.  Other  competitive  factors  include work force
experience, rig suitability,  efficiency, condition of equipment, reputation and
customer relations. The Company believes that it competes favorably with respect
to these factors.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation -

     The  consolidated  financial  statements  include  the  accounts  of Atwood
Oceanics,  Inc.  ("AOI")  and  all of its  wholly  owned  domestic  and  foreign
subsidiaries.  The Company's  undivided 50% interest in RIG-200 is accounted for
using the  proportionate  consolidation  method  (See Note 4).  All  significant
intercompany accounts and transactions have been eliminated in consolidation.

Foreign exchange -

     The U.S.  dollar is the functional  currency for all areas of operations of
the Company. Accordingly, monetary assets and liabilities denominated in foreign
currency are remeasured to U.S. dollars at the rate of exchange in effect at the
end of the year,  items of income and expense are remeasured at average  monthly
rates, and property and equipment and other  nonmonetary  amounts are remeasured
at  historical  rates.  Gains and losses on foreign  currency  transactions  and
remeasurements  are  included in  contract  drilling  costs in the  consolidated
statements of operations.  The Company  recorded  foreign exchange losses of $.4
and $1 million in fiscal 2000 and 1998,  respectively,  with a foreign  exchange
gain of $.4 million in fiscal 1999.




Property and equipment -

     Property and  equipment  are recorded at cost.  Interest  costs  related to
property  under  construction  are  capitalized  as a component of  construction
costs.  There were no interest costs  capitalized  during fiscal 2000.  Interest
capitalized  during  fiscal 1999 and 1998 totaled $.5 million and $1.4  million,
respectively.

     Depreciation  is provided on the  straight-line  method over the  following
estimated useful lives of the various classifications of assets:

                                                                    Years
                                                                 ---------
                        Drilling vessels and related equipment       5-15
                        Drill pipe                                      3
                        Furniture and other                          3-10

     In November 2000, the Company engaged an independent  appraiser to evaluate
the expected useful lives of the ATWOOD HUNTER,  ATWOOD FALCON and ATWOOD EAGLE.
Based,  in part, upon such appraisal,  the Company,  effective  October 1, 2000,
extended the depreciable  lives of ATWOOD HUNTER and ATWOOD FALCON from 12 to 22
years and will  extend the  depreciable  life of the ATWOOD  EAGLE from 12 to 22
years following the completion of its water-depth  upgrade planned at the end of
fiscal  2001.  The Company  believes  that these  changes in  depreciable  lives
provide a better  matching of the  revenues  and  expenses of these  assets over
their anticipated useful lives. Maintenance,  repairs and minor replacements are
charged  against  income  as  incurred;  major  replacements  and  upgrades  are
capitalized  and  depreciated  over the  remaining  useful  life of the asset as
determined  upon  completion  of the  work.  The  cost and  related  accumulated
depreciation of assets sold,  retired or otherwise disposed are removed from the
accounts at the time of disposition, and any resulting gain or loss is reflected
in the consolidated statements of operations for the applicable period.

Deferred costs -

     The Company defers the net costs of moving a drilling rig to a new area and
amortizes  such costs on a  straight-line  basis over the life of the applicable
drilling  contract.  The ATWOOD  SOUTHERN  CROSS was the only rig moved to a new
area  during  fiscal  2000  when  it  was  relocated   from   Australia  to  the
Mediterranean  Sea. The Company incurred net costs of approximately $1.2 million
in  moving  the rig,  which was  expensed  during  fiscal  2000 due to the rig's
initial short-term contract commitments.  During fiscal years 1999 and 1998, the
Company received sufficient  mobilization revenues on all rig moves to more than
cover all mobilization  costs.  There were no unamortized  mobilization costs at
September 30, 2000 or 1999.

     The Company defers the costs of scheduled drydocking and charges such costs
to  expense  over the  period  to the next  scheduled  drydocking  (normally  30
months).

Federal income taxes -

     The Company  accounts  for income  taxes in  accordance  with  Statement of
Financial  Accounting  Standards ("SFAS") No. 109 "Accounting for Income Taxes".
Under SFAS No.  109,  deferred  income  taxes are  recorded  to reflect  the tax
consequences on future years of differences  between the tax basis of assets and
liabilities  and their  financial  reporting  amounts at each year-end given the
provisions  of enacted tax laws.  Deferred tax assets are reduced by a valuation
allowance when, based upon  management's  estimates,  it is more likely than not
that a portion of the  deferred  tax  assets  will not be  realized  in a future
period.

Revenue recognition -

     The Company  accounts for drilling and management  contract  revenues using
the  percentage of completion  method of  accounting,  under which  revenues are
recognized on a daily basis as earned.  Mobilization  revenues are first used to
cover the costs of mobilization  with the excess revenues deferred and amortized
on a straight-line basis over the life of the applicable  drilling contract.  At
September 30, 2000 and 1999,  deferred revenues totaling $20.4 million and $19.4
million,  respectively,  were included in Deferred  Credits on the  accompanying
consolidated balance sheets.






Cash and cash equivalents -

     Cash and cash  equivalents  consist of cash in banks and highly liquid debt
instruments which mature within three months of the date of purchase.

Investments -

     Investments in held-to-maturity securities are stated at the amortized cost
at the balance  sheet date.  The Company has the ability and intent to hold such
securities  to  maturity.  At  September  30,  2000  and  1999,  investments  in
available-for-sale  securities  are  carried at fair  value with the  unrealized
holding loss or gain, net of deferred tax, included in comprehensive income.

Earnings per common share -

     Basic and diluted  earnings per share have been computed in accordance with
SFAS No. 128,  "Earnings per Share"(EPS).  "Basic" EPS, excludes dilution and is
computed  by  dividing   income   available  to  common   shareholders   by  the
weighted-average  number of common shares outstanding for the period.  "Diluted"
EPS reflects the issuance of additional  shares in  connection  with the assumed
conversion of stock options.

     The computation of basic and diluted  earnings per share under SFAS No. 128
for each of the past three years is as follows (in  thousands,  except per share
amounts):

                                                                    Per Share
                                          Net Income       Shares     Amount
                                          ----------      -------    --------
Fiscal 2000:
     Basic earnings per share              $ 23,148        13,763      $1.68
     Effect of dilutive securities -
         Stock options                          ---           153      (0.02)

                                           --------       -------     ------
     Diluted earnings per share            $ 23,148        13,916     $ 1.66
                                           ========       =======     ======

Fiscal 1999:
     Basic earnings per share              $ 27,720        13,649     $ 2.03
     Effect of dilutive securities -
         Stock options                          ---           142      (0.02)
                                           ---------     --------     ------
     Diluted earnings per share            $ 27,720        13,791     $ 2.01
                                           =========     ========     ======

Fiscal 1998:
    Basic earnings per share               $ 39,364        13,592     $ 2.90
    Effect of dilutive securities -
         Stock options                          ---           292       (.06)
                                           --------      --------     ------
    Diluted earnings per share             $ 39,364        13,884     $ 2.84
                                           ========      ========     ======

Stock-Based compensation -

     The  Company  accounts  for  employee  stock-based  compensation  using the
intrinsic value method  prescribed by Accounting  Principles Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees".

Comprehensive income -

     In the first quarter of 1999, the Company adopted SFAS No. 130,  "Reporting
Comprehensive  Income,"  which  requires  companies to report the  components of
comprehensive  income in a financial statement with the same prominence as other
financial statements.  The Company has chosen to disclose  comprehensive income,
which is  comprised  of net income and  unrealized  holding  gains  (losses)  on
available-for-sale   equity   securities,   in  the  accompanying   Consolidated
Statements of Changes in Shareholders' Equity. This information is shown for all
periods presented.





Use of estimates -

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


NOTE 3 - SECURITIES HELD FOR INVESTMENT

     All of the Company's  investments  in equity  securities  are classified as
"available-for-sale"  and  accordingly,  are reflected in the September 30, 2000
and  1999  Consolidated  Balance  Sheets  at  fair  value,  with  the  aggregate
unrealized  gain or loss,  net of  related  deferred  tax  liability  or  asset,
included in  shareholders'  equity.  All of the Company's  investments in United
States  Treasury  Bonds (which  mature in November  2000 and February  2001) are
classified as "held-to-maturity" and accordingly, are reflected in the September
30, 2000 and 1999 Consolidated Balance Sheets at amortized cost.

     There were no sales of  securities  during  fiscal 2000,  1999 or 1998.  An
analysis of the Company's investment in marketable  securities is as follows (in
thousands):

                                    Amortized       Unrealized
                                      Cost          Gain (Loss)      Fair Value
                                   -----------     -------------   ------------

         September 30, 2000 -
           Equity Securities          $  561         $(234)            $  327
           United States
              Treasury Bonds          22,594             84            22,678
                                    --------         ------          -------
                                    $ 23,155         $(150)          $ 23,005
                                    ========         =====           ========
         September 30, 1999 -
           Equity Securities          $  561        $ (214)            $  347
           United States
              Treasury Bonds          22,589            687            23,276
                                    -------          ------          --------
                                    $ 23,150         $  473          $ 23,623
                                    ========         ======          ========



NOTE 4 - PROPERTY AND EQUIPMENT

SEAHAWK -

     In  January  2000,  the  SEAHAWK  commenced  drilling  under its  four-year
contract extension with Esso Production  Malaysia,  Inc. following completion of
its  approximately  $22 million upgrade.  Pursuant to the contract,  the Company
received  approximately $20 million in upgrade reimbursement payments which were
recorded to Deferred Credits.  These upgrade reimbursement  payments,  net after
certain  costs,  are being  amortized  into revenue over the four-year  contract
extension period,  with an unamortized balance of $16.8 million at September 30,
2000.






AWOOD EAGLE -

     In January 2000, the Company increased the water depth drilling  capability
of the ATWOOD EAGLE from 2,500 feet to 3,300 feet at a cost of  approximately $8
million.  When the ATWOOD EAGLE  completes its current  drilling  program in the
Mediterranean  Sea,  the  Company is  planning  to move the rig to a shipyard to
undergo  an upgrade  to  increase  its  drilling  capacity  to 5,000 feet and to
enhance  its  living  quarters,  crane and  sub-sea  handling  capabilities,  in
addition to other improvements. This upgrade and refurbishment is anticipated to
take five to six months to complete and cost approximately $80 million.

RICHMOND -

     During August and September 2000, the RICHMOND was in a shipyard undergoing
an upgrade and  refurbishment  at an aggregate cost of approximately $7 million.
The upgrade  included,  among other  improvements,  the  installation of suction
piles and the refurbishment of living quarters.

ATWOOD FALCON -

     In November 1998, the ATWOOD FALCON commenced drilling under its three-year
contract with Shell  Philippines  Exploration B.V.  following  completion of its
approximately  $45 million  water-depth  upgrade.  The contract provided for the
payment of $11.2 million in mobilization  fees of which $10.4 million (net after
mobilization costs) was recorded to Deferred Credits and is being amortized into
revenue over the three-year contract period, with an unamortized balance of $3.6
million at September 30, 2000.

VICKSBURG -

     In  December  1998,  the  VICKSBURG  commenced  drilling  in India  under a
contract  with  Enron  Oil  &  Gas  India  Ltd.,  following  completion  of  its
approximately  $35 million  refurbishment and upgrade.  The VICKSBURG's  current
contract is scheduled to expire in December  2000,  with  discussions  currently
underway for additional work.

ATWOOD HUNTER -

     In September 1997, the ATWOOD HUNTER commenced drilling under its long-term
contract  for  British-Borneo  Petroleum  Inc.,   ("British-Borneo")   following
completion  of its  approximately  $40 million  water depth  upgrade.  Following
completion of its current contractual commitments (estimated February 2001), the
Company is  planning  to perform an  additional  upgrade of the rig to  include,
among other improvements,  the extension of its water-depth drilling capacity to
5,000 feet for certain  environmental  conditions,  new 120 bed quarters,  a new
high  capacity  crane and the  enhancement  of its  completion  and sub-sea tree
handling  capabilities.  The  costs of these  improvements  is  estimated  to be
between  $40 and $45  million  and  anticipated  to take four to five  months to
complete.

ATWOOD SOUTHERN CROSS -

     In 1997, the ATWOOD  SOUTHERN CROSS was refurbished and upgraded to achieve
2,000  feet   water-depth   drilling   capabilities  at  an  aggregate  cost  of
approximately  $35  million.  Following  its  upgrade,  the rig was  employed in
Australia  through  September  1998 and then remained idle until it was moved to
the  Mediterranean Sea in April/May 2000 to commence contract work off the coast
of Israel.

RIG 200-

     RIG-200 (a modular  platform rig built in 1995) is owned 50% by the Company
and 50% by Helmerich & Payne (current owner of 22% of the Company's  outstanding
common  stock).  Since the Company  has a 50%  undivided  ownership  interest in
RIG-200 and is actively involved in its operations, the Company accounts for its
investment in the rig on a proportionate consolidation method. Accordingly,  the
Company's  $12 million  gross  investment  in RIG-200 is  reflected in "Drilling
Vessels,  Equipment and Drill Pipe" in the Consolidated Balance Sheets, with 50%
of the rig's operating results for fiscal years 2000, 1999 and 1998 reflected in
the Company's  Consolidated  Statements  of  Operations.  RIG-200  completed its
initial  contract in June 1999 and remains idle in Australia while waiting for a
new contract opportunity.



NOTE 5 - DEBT

LONG-TERM DEBT -

    A summary of long-term debt is as follows (in thousands):

                                                              September 30,
                                                    ---------------------------

                                                            2000           1999
                                                            ----           ----
Non-reducing revolving credit agreement,
   bearing interest (market adjustable) at
   approximately 8% per annum at
   September 30, 2000                                  $ 46,000         $  ----

Reducing revolving credit  agreement,
   bearing  interest (market  adjustable) at
   approximately 7% per annum at
   September 30, 1999                                       ---          54,000
                                                       --------        --------
                                                         46,000          54,000
Less-current maturities                                     ---             ---
                                                       --------        --------
                                                       $ 46,000        $ 54,000
                                                       ========        ========

    On  June  30,  2000,  the  Company  entered  into a $150  million  five-year
non-reducing  Revolving Credit Facility with a bank group. The Company initially
borrowed $46 million under this agreement to repay the balance outstanding under
the Reducing Credit Facility.  The Revolving Credit Facility permits the Company
to  prepay  principal  at  anytime  without  incurring  penalty.  Subsequent  to
September  30, 2000,  the Company  prepaid $6 million for a current  outstanding
balance of $40 million.  The bank group's  collateral for this Revolving  Credit
Facility  consists  principally  of preferred  mortgages  on the ATWOOD  HUNTER,
ATWOOD  EAGLE  and the  ATWOOD  FALCON  (with an  aggregate  net  book  value at
September 30, 2000 totaling  approximately  $126 million) plus the assignment of
approximately  $20 million in market value of United States Treasury Bonds.  The
Company is not  required  to  maintain  compensating  balances;  however,  it is
required  to pay a fee of 1/4% to 1/2% per annum on the  unused  portion  of the
total  facility and certain other  administrative  costs.  The Revolving  Credit
Facility   contains   financial   covenants,   including  but  not  limited  to,
requirements for maintaining  certain net worth and other financial ratios,  and
restrictions  on  disposing  of  any  material   assets,   paying  dividends  or
repurchasing  any of the  Company's  outstanding  common stock and incurring any
additional  indebtness  in excess of $10 million.  The Company was in compliance
with all financial  covenants at September 30, 2000.

     The maturities of long-term debt are as follows (in thousands):

                       FISCAL YEAR                                AMOUNT

                           2001                                  $  ---
                           2002                                     ---
                           2003                                     ---
                           2004                                     ---
                           2005                                  46,000
                                                                -------
                                                                $46,000
                                                                =======

LINE OF CREDIT -

    The Company has a $5 million unsecured line of credit with a bank to support
issuance,  when  required,  of standby  letters of guarantee  and the Indian tax
guarantee (see Note 6). At September 30, 2000,  standby  letters of guarantee in
the aggregate amount of  approximately  $2 million were  outstanding  under this
facility.







NOTE 6 - INCOME TAXES

    Domestic and foreign  income  before income taxes for the three years in the
period ended September 30, 2000 are as follows (in thousands):

                                         Fiscal         Fiscal       Fiscal
                                           2000           1999         1998
                                         -----          -------      ------
Domestic income                         $30,490        $29,648      $39,553
Foreign income                            5,408         16,859       20,766
                                        -------        -------      -------
                                        $35,898        $46,507      $60,319
                                        =======        =======      =======



    The provision (benefit) for domestic and foreign taxes on income consists of
the following (in thousands):

                                        Fiscal          Fiscal       Fiscal
                                         2000            1999         1998
                                        ------          ------       ------
Current domestic provision             $4,720          $8,000      $11,487
Deferred domestic provision             2,000           3,500        3,970
Current foreign provision               6,030           7,287        5,498
                                      -------         -------      -------
                                      $12,750         $18,787      $20,955
                                      =======         =======      =======



    The  components  of the  deferred  income  tax  assets  (liabilities)  as of
September 30, 2000 and 1999 are summarized as follows (in thousands):


                                                                September  30,
                                                             ------------------
                                                                2000       1999
                                                             -------    -------
        Deferred tax assets -
              Net operating loss carryforwards                $2,650     $2,760
              Book reserves                                      850        700
              Deferred mobilization revenues                     ---        700
                                                              ------     ------
                                                               3,500      4,160
                                                              ------     ------
        Deferred tax liabilities -
              Difference in book and tax basis of equipment   10,652      9,190
              Deferred charges                                   ---        123
              Unrealized holding loss on
                 available-for-sale securities                   (82)      (75)
                                                              ------     -----
                                                              10,570     9,238
                                                              ------     -----

        Net deferred tax assets (liabilities) before
          valuation allowance                                 (7,070)   (5,078)
        Valuation allowance                                   (2,370)   (2,370)
                                                             --------  -------
                                                             $(9,440)  $(7,448)
                                                            ========   =======
        Net current deferred tax assets                      $   950   $   720
        Net noncurrent deferred tax liabilities              (10,390)   (8,168)
                                                            --------   -------
                                                             $(9,440)  $(7,448)
                                                            ========   =======









     U.S.  deferred  taxes have not been provided on foreign  earnings  totaling
approximately  $21 million which are permanently  invested  abroad.  Foreign tax
credits  totaling  approximately  $14 million are  available  to reduce the U.S.
taxes on such amounts.

    The differences  between the statutory and the effective income tax rate are
as follows:

                                                      Fiscal    Fiscal   Fiscal
                                                       2000      1999     1998
                                                       ----      ----     ----
Statutory income tax rate                               35%       35%      35%
Increase (decrease) in tax rate resulting from -
    Foreign tax rate differentials,
        net of foreign tax credit utilization            1         5       (1)
     Other, net                                        ---        ---       1
                                                     -----      -----   -----
Effective income tax rate                               36%       40%      35%
                                                     =====      =====   =====




    The Company has United States net operating loss carryforwards totaling $7.6
million  which  expire  in  fiscal  years  2001  through  2003.  Due to  various
utilization limitations, management estimates that a significant portion of this
tax  attribute  will  not  be  available  to  reduce  future  tax   obligations;
accordingly,  a $2.4 million valuation allowance is recorded as of September 30,
2000.

    For several years,  the Company has pursued legal action to collect  certain
tax refund claims in India.  As a result of favorable  court decisions in India,
and upon the Company  providing  letters of guarantee,  the Company received tax
refunds in 1997 and 1994 of $1.1 million and $.6 million, respectively,  (net of
taxes on interest  and other  related  expenses),  which were  recorded to other
Deferred Credits, pending ultimate resolution of the issue by Indian High Court.
During fiscal year 1999, all but  approximately  $400,000  (still  unresolved at
September  30,  2000)  of the  amounts  received  were  favorably  resolved  and
accordingly recognized (net of expenses) in income.





NOTE 7 - CAPITAL STOCK


STOCK OPTION PLANS -

    The Company has an  incentive  equity plan  ("1996  Plan")  whereby  670,000
shares of common  stock may be granted to  officers  and key  employees  through
February 12, 2007. At September  30, 2000,  options to purchase  345,650  shares
were  outstanding  under this Plan. The Company also has options  outstanding to
purchase  78,050  shares  under a stock  option plan ("1990  Plan").  Under both
plans,  the  exercise  price  of each  option  equals  the  market  price of the
Company's  common  stock on the date of grant,  all  outstanding  options have a
maximum term of 10 years,  and options vest over a period from the second to the
fifth year from the date of grant.

    A summary of the status of the  Company's  Plans as of  September  30, 2000,
1999 and 1998,  and changes  during the years ended on those dates is  presented
below:


                                              Fiscal                          Fiscal                         Fiscal
                                               2000                            1999                           1998
                                     ----------------------------      -----------------------        -----------------------
                                                                               0
                                                        Weighted-                       Weighted-                       Weighted-
                                       Number of         Average        Number of        Average        Number of        Average
                                        Options      Exercise Price      Options    Exercise Price      Options     Exercise Price
                                     -----------     --------------    ---------   --------------   -- --------    --------------
                                                                                                     

Outstanding at beginning of
    Year                                   504,900       $23.88       566,200           $22.76        444,700           $15.42
Granted                                     97,000        37.75           ---              ---        208,000            33.07
Exercised                                (147,700)        14.26      (49,925)            10.75        (78,500)            8.39
Forfeited                                 (30,500)        31.95      (11,375)            26.00         (8,000)           23.73
Expired                                                     ---                            ---            ---              ---
                                     -------------                   --------                        ---------

Outstanding at end of year                 423,700       $29.82       504,900           $23.88        566,200            $22.76
                                           =======                   ========                        =========
Exercisable at end of year                 109,450       $23.58       137,150           $13.14         88,950            $ 8.49
Available for grant at end of
   Year                                    299,500                    374,375                         366,000
Weighted-average fair value of
   options granted during the
   year                                    $ 26.61                        ---                         $ 14.21



    The following table summarizes  information about stock options  outstanding
at September 30, 2000:


                                    Options Outstanding                                  Options Exercisable
                     -----------------------------------------------------        ------------------------------------

                                         Weighted-
                                          Average           Weighted-                     Weighted-
     Range of                            Remaining           Average                       Average
    Exercise Prices         Shares   Contractual Life    Exercise Price        Shares   Exercise Price
    ---------------  ---    -------  ----------------    --------------        ------   --------------
                                                                                
     $ 4.87 to 5.38           5,500        2.2 years           $5.24            5,500          $5.24
       6.55 to 6.69          11,250        4.1 years            6.61           11,250           6.61
     16.63 to 18.97         155,300        7.0 years           17.53           48,300          17.74
              28.00          68,000        6.5 years           28.00           26,500          28.00
              37.75          97,000        9.2 years           37.75              ---            ---
     48.75 to 52.06          86,650        7.2 years           48.98           17,900          49.03
                             ------                           ------          -------         ------
      4.87 to 52.06         423,700        7.9 years          $29.82          109,450         $23.58
                            =======                           ======          =======         ======






     As permitted by SFAS No. 123 "Accounting for Stock-Based Compensation", the
Company applies APB Opinion No. 25 and related Interpretations in accounting for
its stock option plans.  Accordingly,  no compensation  cost has been recognized
from  the  granting  of  options   pursuant  to  its  stock  option  plans.  Had
compensation  costs been  determined  based on the fair value at the grant dates
for awards made since  fiscal 1996  consistent  with the method of SFAS No. 123,
the  Company's  net income and earnings per share would have been reduced to the
pro forma amounts indicated below (in thousands, except for per share amounts):

                          Fiscal            Fiscal          Fiscal
                            2000              1999            1998
                         -------           -------         -------
   Net Income
       As reported       $23,148           $27,720         $39,364
       Pro forma          22,335            27,186          38,830
   Earnings per share
       As reported  -
          Basic             1.68              2.03            2.90
          Diluted           1.66              2.01            2.84
   Pro forma
          Basic             1.62              1.99            2.86
          Diluted           1.61              1.97            2.80

The fair value of grants made in fiscal 2000 and 1998 was  estimated on the date
of grant  using  the  Black-Scholes  option  pricing  model  with the  following
weighted-average  assumptions  used:  fiscal 2000 - risk free  interest  rate of
6.72%,  expected  volatility of 50%,  expected  lives of 5 years and no dividend
yield;  fiscal 1998 - risk-free  interest rate of 5.4%,  expected  volatility of
42%, expected lives of 5 years and no dividend yield.

COMMON STOCK DIVIDEND -

    On November 19,  1997,  the Company  effected a 100% common  stock  dividend
resulting in the issuance of approximately  6,775,000 shares of common stock and
the transfer of  approximately  $ 6,775,000 from paid-in capital to common stock
which represented the par value of additional  shares issued.  All share and per
share information has been retroactively  restated in the Consolidated Financial
Statements to reflect the stock dividend.

NOTE 8 - RETIREMENT PLAN

    The Company has a  contributory  retirement  plan (the  "Plan")  under which
qualified participants may make contributions of up to 5% of their compensation,
as defined (the basic contribution). The Company makes contributions to the Plan
equal to twice the basic contributions.  Company contributions vest 100% to each
participant  beginning with the fourth year of  participation.  If a participant
terminates  employment  before  becoming fully vested,  the unvested  portion is
credited  to the  Company's  account  and can be used  only  to  offset  Company
contribution  requirements.  In fiscal  2000 and 1998 the  Company  made  actual
contributions of approximately $1.7 million and $1.3 million, respectively, with
no  forfeitures  used  during  these years to reduce its cash  requirements.  In
fiscal  1999 the  Company  used  forfeitures  of  $190,000  to  reduce  its cash
requirements,  which  resulted in actual  contributions  of  approximately  $1.3
million.  As  of  September  30,  2000,  there  are  approximately  $103,000  of
contribution  forfeitures  which can be utilized to reduce  future  Company cash
contribution requirements.

NOTE 9 - FAIR VALUE OF FINANCIAL INSTRUMENTS

    The  carrying  values  of cash and cash  equivalents,  accounts  receivable,
accounts   payable  and  accrued   liabilities   included  in  the  accompanying
Consolidated Balance Sheets approximated fair value due to the short maturity of
these  instruments.  Since the bank debt has a market adjustable  interest rate,
the carrying value  approximated fair value as of fiscal year end 2000 and 1999.
The Company's only  financial  instruments at September 30, 2000 and 1999 with a
fair  value  different  from  carrying  value  are  marketable  securities;  the
difference of which is shown in Note 3.

NOTE 10 - CONCENTRATION OF MARKET AND CREDIT RISK

     All of the Company's customers are in the oil and gas offshore  exploration
and production industry. This industry concentration has the potential to impact
the Company's overall exposure to market and credit risks,  either positively or
negatively, in that the Company's customers could be affected by similar changes
in economic,  industry or other conditions.  However,  the Company believes that
the  credit  risk  posed  by  this  industry  concentration  is  offset  by  the
creditworthiness  of the Company's  customer  base.  The Company's  portfolio of
accounts receivable is comprised of major  international  corporate entities and
government  organizations  with stable  payment  experience.  Historically,  the
Company's uncollectible accounts receivable have been immaterial, and typically,
the Company  does not require  collateral  for its  receivables.  The  Company's
allowance for doubtful accounts at September 30, 2000 and 1999 was $2.1 million.

     Drilling  revenues for fiscal 2000 include $ 40.5  million,  $ 33.3 million
and $19.5 million in revenues received from Shell Philippines  Exploration B.V.,
British-Borneo  Petroleum Inc. and ESSO Production Malaysia,  Inc. respectively.
Drilling revenues for fiscal 1999 include $34.7 million, $31.0 million and $23.1
million in revenues received from Shell Philippines Exploration B.V./Sabah Shell
Petroleum  Company  Limited,  British-Borneo  Petroleum  Inc. and ESSO Australia
Limited/ESSO  Production  Malaysia,  Inc.,  respectively.  Drilling revenues for
fiscal 1998 include $35.2  million,  $25.9 million and $20.4 million in revenues
received  from  British-Borneo  Petroleum  Inc.,  ESSO  Australian  Limited/ESSO
Production Malaysia, Inc. and Santos Ltd., respectively.

NOTE 11 - NEW ACCOUNTING PRONOUNCEMENTS

     SFAS No. 133 has been amended to become  effective for all fiscal  quarters
of all fiscal years beginning after June 15, 2000. It establishes accounting and
reporting  standards  requiring  that  every  derivative  instrument  (including
certain derivative  instruments  embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. In the
opinion of  management,  the  adoption  of SFAS No. 133 will not have a material
impact on the Company's financial statements.

     In December  1999, the SEC staff issued Staff  Accounting  Bulletin No. 101
"Revenue Recognition in Financial  Statements" which summarized the staff's view
on applying generally accepted  accounting  principles to revenue recognition in
financial  statements.  This  bulletin has been  amended to become  effective no
later than in the fourth  quarter of fiscal years  beginning  after December 15,
1999, which is the fourth quarter of fiscal 2001 for the Company. In the opinion
of management,  the Company's current accounting policies are in compliance with
the staff's views,  and the adoption of SAB 101 will not have a material  impact
on the Company's financial statements.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

     The Company  leases its office  space under an  operating  lease  agreement
which will expire in fiscal 2005.

     Future  minimum  lease  payments  for  operating  leases are as follows (in
thousands):

     Fiscal year ending September 30,

         2001...................................................... $408
         2002......................................................  408
         2003......................................................  408
         2004......................................................  408
         2005......................................................  170

     Total rent  expense  under  operating  leases was  approximately  $362,000,
$285,000 and $268,000 for fiscal years ended  September 30, 2000, 1999 and 1998,
respectively.







LITIGATION

       On August 31,  2000,  the  Company  became a  defendant  in Bryant v. R&B
Falcon  Drilling  USA,  Inc. et al.,  Civil Action No.  G-00-488,  in the United
States District Court for the Southern District of Texas-Galveston  Division. In
this suit the plaintiff,  Thomas Bryant, who is a former employee of the Company
and  purports to represent a class of persons who are members of the crew aboard
water-based  drilling  apparatuses  and who accepted  employment with defendants
while in the United  States for domestic or  international  employ,  alleges the
Company and a number of other offshore drilling contractors or their affiliates,
all defendants in the suit,  acted in concert to depress wages and benefits paid
to their  offshore  employees.  Plaintiff  contends  that this  alleged  conduct
violates  federal and state  antitrust  laws. The Plaintiff seeks an unspecified
amount of treble damages, attorney's fees and costs on behalf of himself and the
alleged class of offshore workers similarly  situated.  The Company has filed an
Answer  to  this  suit.  The  suit  is in the  early  stages  of  discovery  and
preliminary  proceedings.  The Company  vigorously denies these allegations and,
based on information  presently  available,  does not expect that the outcome of
this matter will have a material  adverse  effect on its  business or  financial
position.

       The Company is party to a number of other  lawsuits  which are  ordinary,
routine litigation  incidental to the Company's business,  the outcome of which,
individually,  or in the aggregate,  is not expected to have a material  adverse
effect on the Company's financial condition or results of operations.


NOTE 13 - OPERATIONS BY GEOGRAPHIC AREAS

    The Company is engaged in offshore contract drilling.  The contract drilling
operations  consist of contracting  Company owned or managed  offshore  drilling
equipment primarily to major oil and gas exploration companies. Operating income
is contract revenues less operating costs,  general and administrative  expenses
and depreciation.  In computing  operating margin for each geographic area, none
of the following items were considered:  other income (expense) and domestic and
foreign income taxes. Total assets are those assets that are used by the Company
in operations in each geographic area.  General corporate assets are principally
investments in marketable securities.

     A  summary  of  revenues,  operating  margin  and  identifiable  assets  by
geographic areas is as follows (in thousands):


                                            Fiscal       Fiscal        Fiscal
                                             2000         1999          1998
                                             ----         ----          ----
CONTRACT REVENUES:
  United States                           $ 37,524      $ 35,122       $46,454
  Australia                                  3,127        22,237        44,445
  Southeast Asia                            60,020        44,215        28,661
  Mediterranean Sea                         21,831        37,063        18,699
  India                                     12,012        11,372           ---
  Africa                                       ---           ---        13,550
                                          --------      --------      --------
                                          $134,514      $150,009      $151,809
                                          ========      ========      ========

OPERATING INCOME(LOSS):
  United States                           $ 11,464      $ 13,003      $ 24,102
  Australia                                 (5,985)       (6,475)       13,822
  Southeast Asia                            22,835        14,378         9,911
  Mediterranean Sea                         11,392        26,164        12,274
  India                                      5,934         8,678           ---
  Africa                                       ---           ---         8,819
  General and administrative expenses       (8,449)       (7,519)       (7,331)
                                          --------      --------      --------
                                          $ 37,191      $ 48,231      $ 61,597
                                          ========      ========      ========




TOTAL ASSETS:
  United States                           $ 83,355      $ 76,227      $ 76,557
  Australia                                  4,476        46,688        59,388
  Southeast Asia                            90,889        85,650        97,736
  Mediterranean Sea                         71,798        21,921        24,908
  India                                     37,303        40,180           238
  General corporate and other               25,430        22,938        22,910
                                          --------      --------      --------
                                          $313,251      $293,604      $281,737
                                          ========      ========      ========


NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)

    Summarized  quarterly  results for fiscal years 2000 and 1999 are as follows
(in thousands, except per share amounts):

                                                  QUARTERS ENDED
                               -------------------------------------------------
                               DECEMBER 31,   MARCH 31,  JUNE 30,  SEPTEMBER 30,
                               ------------   ---------  --------  -------------
2000
- ----
Revenues                           $ 31,184   $ 32,361  $ 33,411       $37,558
Income before income taxes            8,268      9,521     8,412         9,697
Net income                            5,053      5,981     5,252         6,862
Earnings per common share (1) -
      Basic                             .37        .44       .38           .50
      Diluted                           .36        .43       .37           .49

1999
- ----
Revenues                           $ 34,977   $ 41,325  $ 38,727      $ 34,980
Income before income taxes           10,588     13,722    11,784        10,413
Net income                            6,776      8,724     7,394         4,826
Earnings per common share (1)-
 Basic                                  .50        .64       .54           .35
 Diluted                                .49        .63       .53           .35

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

(1) The sum of the individual  quarterly net income per common share amounts may
not agree  with  year-to-date  net income  per  common  share as each  quarterly
computation is based on the weighted average number of common shares outstanding
during that period.



NOTE 15 - EVENT (UNAUDITED) SUBSEQUENT TO DATE OF AUDITORS' REPORT

    On December 5, 2000, the Company purchased the semisubmersible unit SEASCOUT
(ex.  OCEAN  SCOUT)  for $4.5  million.  The  Company  purchased  this  unit for
conversion and upgrade to a semisubmersible  tender assist unit.  Depending upon
water depth and other operational  requirements,  the cost of the conversion and
upgrade  could range from $40 to $60 million and take eleven to twelve months to
complete.  The conversion and upgrade will not be undertaken until an acceptable
contract opportunity has been secured.










DIRECTORS                                OFFICERS

ROBERT W. BURGESS (2,3)                  JOHN R. IRWIN
  Financial Executive, Retired             President, Chief Executive Officer
  Orleans, Massachusetts
                                         JAMES M. HOLLAND
GEORGE S. DOTSON (1,2,3)                   Senior Vice President and Secretary
  Vice President
  Helmerich & Payne, Inc.                GLEN P. KELLEY
  President                                Vice President - Contracts and
  Helmerich & Payne International                           Administration
    Drilling Co.
  Tulsa, Oklahoma

W. H. HELMERICH, III
  Chairman
  Helmerich & Payne, Inc.
  Tulsa, Oklahoma

HANS HELMERICH (1, 3)
  President, Chief Executive Officer
  Helmerich & Payne, Inc.
  Tulsa, Oklahoma

JOHN R. IRWIN (1)
  President, Chief Executive Officer
  Atwood Oceanics, Inc.
  Houston, Texas

WILLIAM J. MORRISSEY (2)
  Bank Executive, Retired
  Elkhorn, Wisconsin

(1)  Executive Committee
(2)  Audit Committee
(3)  Compensation Committee










    ANNUAL MEETING

    The annual meeting of  stockholders  will be held on February 8, 2001 at the
Company's principal office: 15835 Park Ten Place Drive, Houston, Texas. A formal
notice of the meeting  together with a proxy statement and form of proxy will be
mailed to stockholders on or about January 15, 2001.

TRANSFER AGENT AND REGISTRAR

    Continental Stock Transfer & Trust Company
    2 Broadway
    New York, New York  10004

FORM 10-K

    A copy of the Company's  Form 10-K as filed with the Securities and Exchange
Commission is available free on request by writing to:

    Secretary, Atwood Oceanics, Inc.
    P. O. Box 218350
    Houston, Texas 77218

     A copy  may  also  be  read  and  copied  at the  Securities  and  Exchange
Commission's Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.  Information  on the  operations  of the  Public  Reference  Room  may be
obtained by calling the  Securities and Exchange  Commission at  1-800-SEC-0330.
The Securities and Exchange Commission  maintains an Internet site that contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file electronically at http://www.sec.gov.

STOCK PRICE INFORMATION -

    The common  stock of Atwood  Oceanics,  Inc. is traded on the New York Stock
Exchange ("NYSE") under the symbol "ATW". No cash dividends on common stock were
paid in fiscal year 1999 or 2000, and none are  anticipated  in the  foreseeable
future.  As of September 30, 2000, there were over 750 beneficial  owners of the
common stock of Atwood Oceanics,  Inc. As of November 30, 2000, the closing sale
price of the common stock of Atwood Oceanics, Inc., as reported by NYSE, was $41
11/16 per share.  The following table sets forth the range of high and low sales
prices  per  share of  common  stock  as  reported  by the NYSE for the  periods
indicated.



                                 Fiscal                     Fiscal
                                  1999                       2000
                        --------------------------  --------------------------
                        ------------- ------------  ------------- ------------
QUARTERS ENDED                  LOW        HIGH           LOW          HIGH
- --------------                 ----        ----           ---          ----
December 31                  $15 7/8      $32 1/2      $27 15/16    $38 13/16
March 31                      16 1/8       31 3/4         36 1/8     66 11/16
June 30                       25 7/8       37 3/4        41 9/16       69 7/8
September 30                  28 1/2      35 9/16         35 1/2     50 15/16







                                                        APPENDIX

The  following  graphic and image  information  in the form of "Bar  Charts" are
located in the Annual Report immediately following "Highlights".






BAR CHART - CONTRACT REVENUES ($ MILLIONS)

1996       1997        1998          1999        2000
- ----       ----        ----          ----        ----
$79.5      $89.1       $151.8        $150.0      $134.5

BAR CHART - EARNINGS, BEFORE DEPRECIATION, INTEREST, TAXES AND INVESTMENT
INCOME ($ MILLIONS)

1996       1997        1998         1999         2000
- ----       ----        ----         ----         ----
$22.8      $34.2       $79.2        $72.1        $66.8

BAR CHART - OPERATING CASH FLOW ($  MILLIONS)

1996       1997        1998         1999         2000
- ----       ----        ----         ----         ----
$20.3     $25.8        $61.4        $55.7        $55.2

BAR CHART - NET INCOME  ($ MILLIONS)

1996       1997        1998         1999         2000
- ----       ----        ----         ----         ----
$11.4     $15.6        $39.4        $27.7        $23.1

BAR CHART - CAPITAL EXPENDITURES ($ MILLIONS)

1996      1997         1998         1999         2000
- ----      ----         ----         ----         ----
$9.5      $62.8        $79.6        $38.8        $34.8

BAR CHART - CASH AND SECURITIES HELD FOR INVESTMENT ($ MILLIONS)

1996      1997         1998         1999         2000
- ----      ----         ----         ----         ----
$40.5     $42.2        $34.5        $43.0        $42.7