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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549
                                ----------------

                                    Form 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    FOR QUARTERLY PERIOD ENDED JUNE 30, 2001
                         COMMISSION FILE NUMBER 1-13167


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


          TEXAS                                          74-1611874
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


 15835 Park Ten Place Drive                                 77084
       Houston, Texas                                    (Zip Code)
                    (Address of principal executive offices)


               Registrant's telephone number, including area code:
                                  281-749-7800
                                 --------------


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 15 or 15 (d) of the  Securities  Exchange Act of
1934 during the  preceding  12 months and (2) has been  subject to such  filings
requirements for the past 90 days. Yes X No___

     The number of shares  outstanding of the issuer's class of common stock, as
of July 31, 2001; 13,831,951 shares of Common Stock, $1 par value.

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







                          PART I. FINANCIAL INFORMATION
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES

     The condensed  consolidated  financial statements herein have been prepared
by the  Company  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission  for  interim  financial  reporting.   Accordingly,   these
financial  statements and related  information have been prepared without audit,
and  certain   information  and  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted,   although   management  believes  that  the
disclosures are adequate to make the  information not misleading.  The condensed
consolidated  financial  statements  reflect all  adjustments  which are, in the
opinion of management, necessary to present fairly the financial position of the
Company as of June 30,  2001 and  September  30,  2000,  and the  results of its
operations  and cash flows for the three  months and nine months  ended June 30,
2001 and 2000, respectively.  All adjustments were of a normal recurring nature.
The interim  financial  results may not be  indicative  of results that could be
expected for a full year. It is suggested these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included in the Company's  September 30, 2000 Annual Report to
Shareholders.










                      PART I. ITEM I - FINANCIAL STATEMENTS
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                            

                                                               June 30,           September 30,
                                                                 2001                   2000
                                                              ---------            -----------
                                                                          (Unaudited)
ASSETS

   CURRENT ASSETS:
       Cash and cash equivalents                                $ 25,751               $ 19,740
       Accounts receivable                                        30,930                 31,466
       Inventories of materials and supplies,
         at lower of average cost or market                        9,496                  9,544
       Deferred tax assets                                           950                    950
       Prepaid expenses                                            1,050                  3,217
                                                              ----------              ---------

                Total Current Assets                              68,177                 64,917
                                                              ----------              ---------

   SECURITIES HELD FOR INVESTMENT:
        Held-to-maturity, at amortized cost                            -                 22,594
        Available-for-sale, at fair value                              -                    327
                                                              ----------             ----------
                                                                       -                 22,921
                                                            ------------               --------
   PROPERTY AND EQUIPMENT, at cost:
        Drilling vessels, equipment and drill pipe               443,192                391,879
        Other                                                      8,678                  8,197
                                                               ---------              ---------
                                                                 451,870                400,076
        Less-accumulated depreciation                            194,453                175,969
                                                                 -------                -------
              Net Property and Equipment                         257,417                224,107
                                                                 -------                -------

    DEFERRED COSTS AND OTHER ASSETS                                3,501                  1,306
                                                              ----------            -----------
                                                                $329,095               $313,251
                                                              ==========            ===========


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














                                        PART I. ITEM I - FINANCIAL STATEMENTS
                                        ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                             CONSOLIDATED BALANCE SHEETS
                                                    (In thousands)

                                                                                 

                                                                     June 30,           September 30,
                                                                       2001                 2000
                                                                    ----------          ------------
                                                                               (Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
        Accounts payable                                            $    8,702             $    5,886
        Accrued liabilities                                             15,016                 11,598
                                                                    ----------              ---------

                   Total Current Liabilities                            23,718                 17,484
                                                                    ----------              ---------

LONG-TERM DEBT, net of current maturities:                              40,000                 46,000
                                                                    ----------              ---------

DEFERRED CREDITS:
        Income taxes                                                    12,723                10,390
        Other                                                           14,588                21,172
                                                                     ---------              --------
                                                                        27,311                31,562
                                                                     ---------              --------
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 13,832,000
            and 13,823,000 shares issued and outstanding
            at June 30, 2001 and September 30, 2000,
            respectively                                                13,832               13,823
         Paid-in capital                                                55,296               55,151
         Accumulated other comprehensive loss                             ----                (152)
         Retained earnings                                             168,938              149,383
                                                                      --------            ---------
                                                                       238,066              218,205
                                                                      --------            ---------
                                                                      $329,095             $313,251
                                                                      ========             ========

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











                                        PART I. ITEM I - FINANCIAL STATEMENTS
                                        ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (In thousands, except per share amounts)


                                                                                                            

                                                              Three Months Ended                       Nine Months Ended
                                                                   June 30,                                 June 30,
                                                             ------------------------------         ---------------------------
                                                                  2001                 2000               2001             2000
                                                              --------             --------            ---------        ---------
                                                                      (Unaudited)                           (Unaudited)
REVENUES:
         Contract drilling                                    $ 33,346             $ 32,934            $ 106,886         $ 95,473
         Contract management                                     1,598                  477                4,708            1,483
                                                              --------             --------            ---------         --------
                                                                34,944               33,411              111,594           96,956
                                                              --------             --------            ---------         --------
COSTS AND EXPENSES:
         Contract drilling                                      15,878               14,457               48,481           40,815
         Contract management                                     1,449                  370                4,454            1,113
         Depreciation                                            6,342                7,883               19,603           21,591
         General and administrative                              2,285                2,050                7,021            6,187
                                                              --------             --------            ---------         --------
                                                                25,954               24,760               79,559           69,706
                                                              --------             --------            ---------         --------

OPERATING INCOME                                                 8,990                8,651               32,035           27,250
                                                              --------             --------            ---------         --------

OTHER INCOME (EXPENSE)
         Interest expense                                         (723)                (901)              (2,523)          (2,829)
         Interest income                                           275                  662                1,362            1,780
               Realized loss on sale of securities                (132)                 ---                 (132)             ---
                                                              --------             --------            ---------         --------
                                                                  (580)                (239)              (1,293)          (1,049)
                                                              --------             --------            ---------         --------

INCOME BEFORE INCOME TAXES                                       8,410                8,412               30,742           26,201

PROVISION FOR INCOME TAXES                                       2,925                3,160               11,187            9,915
                                                              --------             --------            ---------         --------

NET INCOME                                                    $  5,485              $ 5,252            $  19,555         $ 16,286
                                                              ========              =======            =========         ========

EARNINGS PER SHARE
              Basic                                           $    .40                $ .38             $   1.41            $1.18
              Diluted                                         $    .39                $ .37             $   1.40            $1.17
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
            Basic                                               13,831               13,822                 13,827         13,744
            Diluted                                             13,981               14,026                 13,971         13,902


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











                                        PART I. ITEM I - FINANCIAL STATEMENTS
                                        ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (In thousands)
                                                                                                 

                                                                          Nine Months Ended June 30,
                                                                         ---------------------------
                                                                            2001                2000
                                                                         -------            --------
                                                                                     (Unaudited)
  CASH FLOW FROM OPERATING ACTIVITIES:
       Net Income                                                        $ 19,555           $ 16,286
                                                                         --------           --------
         Adjustments to reconcile net income to net cash
         provided (used) by operating activities:
              Depreciation                                                 19,603             21,591
              Amortization                                                     42                391
              Deferred federal income tax provision                         2,250                850
         Changes in assets and liabilities:
              Decrease (increase) in accounts receivable                      536             (6,691)
              Increase (decrease) in accounts payable and
                   accrued liabilities                                      3,904             (3,141)
              Net mobilization fees                                        (6,191)             3,528
              Other                                                          (288)               495
                                                                         --------           --------
                                                                           19,856             17,023
                                                                         --------           --------
                Net cash provided by operating activities                  39,411             33,309
                                                                         --------           --------

CASH FLOW FROM INVESTING ACTIVITIES:
        Capital expenditures                                              (50,583)           (25,897)
         Treasury note maturity                                            22,600                ---
         Proceeds form sale of securities                                     429                ---
                                                                         --------           --------
               Net cash used by investing activities                      (27,554)           (25,897)
                                                                         --------           --------

CASH FLOW FROM FINANCING ACITIVITES:
        Proceeds from revolving credit facility                               ---              6,000
        Principal payments on long-term debt                               (6,000)           (14,000)
        Proceeds from exercises of stock options                              154              2,101
                                                                         --------           --------
               Net cash used by financing activities                       (5,846)            (5,899)
                                                                         --------           --------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                                         6,011              1,513
CASH AND CASH EQUIVALENTS, at beginning of period
                                                                           19,740             20,105
                                                                         --------           --------
CASH AND CASH EQUIVALENTS, at end of period                              $ 25,751           $ 21,618
                                                                         ========           ========
Supplemental disclosure of cash flow information:
      Cash paid during the period for domestic
           and foreign income taxes                                      $  5,590            $ 7,658
                                                                         ========           ========
       Cash paid during the period for interest,
           net of amounts capitalized                                    $  2,700            $ 3,914
                                                                         ========           ========

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










                      PART I. ITEM 1 - FIANCIAL STATEMENTS
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       UNAUDITED INTERIM INFORMATION

     The unaudited interim financial statements as of June 30, 2001 and for each
of the nine month periods ended June 30, 2001 and 2000,  included  herein,  have
been  prepared  by the  Company,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission for interim financial reporting. Accordingly,
these financial  statements and related  information  have been prepared without
audit,  and  certain  information  and note  disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although management believes that the
note  disclosures  are  adequate to make the  information  not  misleading.  For
interim periods,  the Company records income taxes using the expected  effective
tax rate for the fiscal year.  In the opinion of the Company's  management,  the
unaudited interim financial  statements  reflect all adjustments  (consisting of
normal recurring  adjustments)  considered  necessary for a fair presentation of
the financial  position and results of operations of the Company for the periods
presented.  The interim  financial results may not be indicative of results that
could be expected for a full year.


2.       EARNINGS PER COMMON SHARE

     The  computation of basic and diluted  earnings per share is as follows (in
thousands, except per share amounts):

                                                                                          

                                                       Three Months Ended                  Nine Months Ended
                                                --------------------------------     --------------------------------
                                                 Net                Per Share          Net                  Per Share
                                               Income    Shares        Amount          Income     Shares       Amount
                                               ------    ------      --------        --------     -------    ---------
June 30, 2001:
          Basic earnings per share             $5,485     13,831      $ .40           $19,555     13,827       $ 1.41
          Effect of dilutive securities-
                  Stock Options                   ---        150       (.01)              ---        144         (.01)
                                               ------     ------      -----           -------     ------      -------

          Diluted earnings per share           $5,485     13,981       $.39           $19,555     13,971       $ 1.40
                                               ======     ======      =====           =======     ======       ======

June 30, 2000:
           Basic earnings per share            $5,252     13,822      $ .38           $16,286     13,744       $ 1.18
           Effect of dilutive securities-
                   Stock Options                  ---        204       (.01)              ---        158         (.01)
                                               ------     ------      -----           -------     ------       ------

           Diluted earnings per share          $5,252     14,026      $ .37           $16,286     13,902       $ 1.17
                                               ======     ======      =====           =======     ======       ======











3.       COMPREHENSIVE INCOME

     In May 2001,  all  available-for-sale  securities  were sold for a realized
loss of $132,000. Comprehensive income includes the following (in thousands):


                                                                        

THREE MONTHS ENDED JUNE 30,                                        2001          2000
                                                                 -------      -------
Net Income                                                       $ 5,485      $ 5,252
Other comprehensive income:
     Unrealized holding gain on available-for-sale
      securities, net of tax expense of $21 and $1 in 2001
      and 2000 respectively.                                          37            3
Reclassification adjustment for losses realized in net
      income, net of tax expense of $46 in 2001                       86          ---
                                                                 -------      -------
Comprehensive income                                             $ 5,608      $ 5,255
                                                                 -------      =======


NINE MONTHS ENDED JUNE 30,                                         2001          2000
                                                                 -------      -------
Net Income                                                      $ 19,555      $16,286
Other comprehensive income:
     Unrealized holding loss on available-for-sale
      securities, net of tax expense of $36 in 2001 and tax
      benefit of $22 in 2000.                                         66         (20)
Reclassification adjustment for losses realized in net
      income, net of tax expense of $46 in 2001                       86          ---
                                                                --------      -------
Comprehensive income                                            $ 19,707      $16,266
                                                                ========      =======


4.      CHANGE IN DEPRECIATION POLICY

     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  currently planned in
early fiscal 2002. 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. This change in the Company's depreciation policy
lowered  depreciation  expense by $1.5  million  and $4.9  million for the three
months and nine months  ended June 30,  2001,  and  increased  net income by $.9
million ($0.07 per diluted share) and $3.1 million ($0.23 per diluted share) for
the three months and nine months ended June 30, 2001, respectively.

5.       NEW ACCOUNTING PRONOUNCEMENTS

     Statement of Financial  Accounting  Standard  ("SFAS") No. 133  establishes
accounting and reporting  standards  requiring  that any  derivative  instrument
(including  certain  derivative  instruments  embedded  in other  contracts)  be
recorded in the balance  sheet as either an asset or liability  measured at fair
value.  In the first quarter of fiscal 2001,  the Company  adopted SFAS No. 133,
which had no 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 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.










                                 PART I. ITEM 2
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS


     All statements  other than statements of historical  facts included in this
report 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.  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 Report.  The  Company's  periodic  reports
filed with the  Securities  and Exchange  Commission  should be consulted  for a
description of risk factors associated with an investment in the Company.


MARKET OUTLOOK

     Despite  the United  States Gulf of Mexico  drilling  market  showing  some
recent  weakness,  the Company  continues to be  optimistic  about the long-term
international  offshore  drilling  market  fundamentals.  The  Company  recently
announced  construction of a new jack-up drilling unit with a June 2003,  target
delivery.  This  new rig is based on a proven  design,  with  improved  drilling
efficiency,  which should provide an opportunity  for premium  dayrates and high
utilization.  The  ATWOOD  HUNTER is  currently  in a  shipyard  undergoing  its
upgrade,  with discussions ongoing regarding a contract opportunity  immediately
following the upgrade, which, if committed, will result in a multi-well drilling
program with  dayrates  ranging  from  $90,000 to  $110,000,  depending on water
depth.  Despite the ATWOOD  HUNTER  being off dayrate for the reminder of fiscal
year  2001 for its  upgrade,  term  contracts  in place for the  ATWOOD  FALCON,
SEAHAWK,  ATWOOD EAGLE,  ATWOOD SOUTHERN CROSS and VICKSBURG  should provide the
Company  with  slightly  higher  revenues  and cash flows in fiscal 2001 than in
fiscal 2000.


RESULTS OF OPERATIONS

     Contract  revenues for the three months and nine months ended June 30, 2001
increased 5% and 15%, respectively,  compared to the same periods ended June 30,
2000. A comparative analysis of contract revenues is as follows:





                                                                              

                                                            CONTRACT REVENUES
                                   ------------------------------------------------------------------------
                                                              (In Millions)
                                       Three Months Ended                         Nine Months Ended
                                            June 30,                                  June 30,
                                   -----------------------------------      -------------------------------
                                     2001        2000      Variance         2001       2000      Variance
                                   ------      ------      --------       ------      -----      --------
ATWOOD SOUTHERN CROSS              $ 4.9       $ 0.8        $ 4.1         $ 12.9     $  0.8       $ 12.1
RICHMOND                             2.9         1.8          1.1            7.7        4.8          2.9
SEAHAWK                              5.9         5.7          0.2           17.5       13.6          3.9
ATWOOD EAGLE                         4.6         4.5          0.1           14.9       11.8          3.1
ATWOOD FALCON                       10.0        10.0          0.0           30.1       30.4         (0.3)
VICKSBURG                            1.9         2.9         (1.0)           8.0        9.1         (1.1)
ATWOOD HUNTER                        3.1         7.2         (4.1)          15.8       25.0         (9.2)
GOODWYN 'A'/NORTH RANKIN 'A'         1.6         0.5          1.1            4.7        1.4          3.3
                                  ------       -----        -----         ------     ------       ------
                                 $ 34.9        $33.4        $ 1.5         $111.6     $ 96.9       $ 14.7
                                  ======       =====        =====         ======     ======       ======


     Since  the  ATWOOD   SOUTHERN   CROSS  was  moved  from  Australia  to  the
Mediterranean  Sea, it has worked  continuously  since June 2000, which accounts
for its increase in revenue. Revenue increase for the RICHMOND was due to higher
dayrates  being  realized in the United States Gulf of Mexico  during 2001.  The
SEAHAWK has worked  continuously at a dayrate of approximately  $50,000 since it
returned to work in January  2000,  following its upgrade  period,  during which
reduced  revenue were received.  Following the ATWOOD EAGLE's Phase I upgrade in
January/February  2000, the rig has worked continuously,  which accounts for its
increase  in revenue for the nine months  ended June 30,  2001,  compared to the
same period in 2000. The ATWOOD FALCON continues to work in the last year of its
three year contract in the Philippines.  Revenue  decreased on the VICKSBURG due
to the drilling unit being off dayrate  during the period it was relocated  from
India to Vietnam.  Revenue has declined on the ATWOOD  HUNTER due to a reduction
in dayrates realized following  completion of its long-term contract  commitment
in the United States Gulf of Mexico at the end of 2000,  and due to its entering
a shipyard  in early  June to  commence  its  upgrade.  As a result of  drilling
activities recommencing on the GOODWYN'A'/NORTH RANKIN 'A' platforms,  following
completion of their upgrades during 2000,  revenues and costs increased on these
operations.

     Contract drilling and management costs for the three months and nine months
ended June 30, 2001  increased 17% and 26%,  respectively,  compared to the same
periods in 2000. An analysis of contract drilling and management costs by rig is
as follows:





                                                                               

                                                          CONTRACT DRILLING AND
                                                             MANAGEMENT COSTS
                                   ----------------------------------------------------------------------
                                                             (In Millions)
                                         Three Months Ended                      Nine Months Ended
                                              June 30,                              June 30,
                                    --------------------------------      -------------------------------
                                     2001         2000      Variance       2001        2000      Variance
                                    -----        -----      --------      -----       -----      --------
RICHMOND                            $ 2.8       $ 1.5        $ 1.3        $ 5.8       $ 4.3        $ 1.5
ATWOOD SOUTHERN CROSS                 2.4         2.0          0.4          7.4         4.1          3.3
ATWOOD EAGLE                          2.7         2.5          0.2          8.6         6.7          1.9
SEAHAWK                               2.0         1.9          0.1          5.7         6.0         (0.3)
ATWOOD FALCON                         2.1         2.1          0.0          6.5         6.2          0.3
VICKSBURG                             1.2         1.4         (0.2)         4.5         4.2          0.3
ATWOOD HUNTER                         2.0         2.7         (0.7)         8.1         7.9          0.2
GOODWYN 'A'/NORTH RANKIN 'A'          1.4         0.4          1.0          4.5         1.2          3.3
OTHER                                 0.7         0.3          0.4          1.8         1.3          0.5
                                    -----       -----        -----        -----       -----        -----
                                    $17.3       $14.8        $ 2.5        $52.9       $41.9        $11.0
                                    =====       =====        =====        =====       =====        =====


     During  the  quarter  ended  June 30,  2001,  the  RICHMOND  incurred  some
extraordinary  costs  associated with certain  repairs and  operational  issues,
which accounted for its increase in operating  costs.  Operating costs increased
for the ATWOOD SOUTHERN CROSS due to the rig having some idle time (with reduced
costs)  during most of fiscal 2000 compared to being fully  employed  during the
first nine months of fiscal 2001. The increase in operating costs for the ATWOOD
EAGLE for the nine  months  ended  June 30,  2001 was due to the  drilling  unit
undergoing a Phase I upgrade (with no operating  costs being realized during the
upgrade period) in January/February 2000 compared to being fully utilized,  thus
far, in fiscal 2001.  Operating  costs decreased on the ATWOOD HUNTER due to the
rig  commencing  its upgrade in June 2001,  whereby no  operating  costs will be
realized during this upgrade period.

An analysis of depreciation expense by rig is as follows:


                                                                                 

                                                       DEPRECIATION EXPENSE
                           ----------------------------------------------------------------------------------
                                                          (In Millions)
                                   Three Months Ended                             Nine Months Ended
                                        June 30,                                      June 30,
                           -------------------------------------         ------------------------------------
                            2001         2000         Variance            2001          2000         Variance
                           -----        -----         --------           -----         -----         --------
RICHMOND                    $0.4         $0.0            $ 0.4           $ 1.1         $ 0.2           $ 0.9
SEAHAWK                      1.7          1.7              0.0             5.1           3.3             1.8
ATWOOD EAGLE                 0.9          0.9              0.0             2.7           2.1             0.6
ATWOOD SOUTHERN CROSS        0.9          1.0             (0.1)            2.9           2.9             0.0
VICKSBURG                    0.6          0.7             (0.1)            2.0           2.2            (0.2)
ATWOOD HUNTER                0.4          1.3             (0.9)            1.5           3.9            (2.4)
ATWOOD FALCON                0.7          1.6             (0.9)            2.1           4.9            (2.8)
OTHER                        0.7          0.7              0.0             2.2           2.1             0.1
                          ------        -----            -----           -----         -----           -----
                            $6.3         $7.9            $(1.6)          $19.6         $21.6           $(2.0)
                          ======        =====            =====           =====         =====           =====


     The increase in depreciation for the RICHMOND is due to the increase in its
depreciable  basis of  approximately  $7 million  due to the upgrade it incurred
toward the end of fiscal  2000.  The  Company  does not  recognize  depreciation
expense  during the period a rig is out of service  for a  significant  upgrade,
which accounts for the SEAHAWK and ATWOOD EAGLE having reduced  depreciation for
the nine months ended June 30, 2000.  The decrease in  depreciation  expense for
the ATWOOD HUNTER and ATWOOD FALCON was due to extending the  depreciable  lives
of these rigs (effective October 1, 2000) from 12 to 22 years.


LIQUIDITY AND CAPITAL RESOURCES

     During the first nine months of fiscal  2001,  operating  cash flow (before
changes in working capital and other assets and  liabilities)  was $41.5 million
compared to $39.1  million for the first nine months of fiscal 2000.  During the
first nine months of fiscal  2001,  the Company  utilized  internally  generated
funds, along with proceeds of $23 million from the treasury notes maturities, to
invest $4.5 million to purchase the SEASCOUT for future  conversion  and upgrade
to a semisubmersible  tender assist unit when an acceptable contract opportunity
has been secured;  to invest  approximately  $22.6 million in the upgrade of the
ATWOOD  HUNTER;  to invest  $17.8  million in early order items  relating to the
upgrade of the ATWOOD EAGLE; to invest  approximately $3.0 million in completing
the upgrade of the RICHMOND; to fund approximately $7.2 million of other capital
expenditures and to reduce long-term debt by $6 million.

     The ATWOOD HUNTER is currently in a shipyard  undergoing an upgrade,  which
is estimated to have a total cost of approximately $50 million. Immediately upon
the ATWOOD EAGLE completing its current contractual  commitments (estimated late
fourth quarter of 2001 or first quarter of 2002) it is anticipated  that the rig
will enter a shipyard for an approximate $90 million upgrade.  In July 2001, the
Company announced that it had entered into a vessel construction  agreement with
Keppel Fels Limited to construct a KFELS mod-V enhanced B-class Jack-Up drilling
unit in Singapore,  with delivery scheduled for June 2003. This rig is estimated
to  cost  $125  million  (including  capitalized  interest)  to  construct.  The
construction  of the jack-up  drilling  unit in addition to the  upgrades of the
ATWOOD HUNTER and ATWOOD EAGLE will be financed  through the Company's  existing
$150 million credit facility and internally generated cash flows.  Subsequent to
June 30,  2001,  the  Company  borrowed  another  $10  million  under the credit
facility for a current outstanding balance of $50 million.







                           PART II. OTHER INFORMATION
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES


ITEM 6. Reports on Form 8-K

         (a)      Exhibits
                  None

         (b)      Report on Form 8-K

                  1)  Current and planned activities relating to the RICHMOND,
                      ATWOOD SOUTHERN CROSS, SEASCOUT AND VICKSBURG
                      (Filed April 10, 2001)

                  2)  Earnings for the second quarter of Fiscal Year 2001 along
                      with supportive information (Filed May 2, 2001)

                  3)  Current and planned activities relating to the VICKSBURG
                      and RICHMOND (Filed May 25, 2001)











                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                 ATWOOD OCEANICS, INC.
                                                 (Registrant)




Date:  August  14, 2001                          s/JAMES M. HOLLAND
                                                 ---------------------
                                                 James M. Holland
                                                 Senior Vice President
                                                 and Chief Accounting Officer