EXHIBIT 31.2

                                 CERTIFICATIONS

I, James M. Holland, certify that:

1.   I have reviewed this annual report on Form 10-K of Atwood
     Oceanics, Inc.;

2.   Based on my knowledge, this report does not contain any untrue
     statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present in
     all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for, the
     periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible
     for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and
     15d-15(e)) for the registrant and have:

         (a) Designed such disclosure controls and procedures, or
         caused such disclosure controls and procedures to be designed
         under our supervision, to ensure that material information
         relating to the registrant, including its consolidated
         subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this report
         is being prepared;

         (b) [Paragraph omitted in accordance with SEC transition
         instructions contained in SEC Releases 34-47986 and 34-49313];
         and

         (c) Evaluated the effectiveness of the registrant's disclosure
         controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls
         and procedures, as of the end of the period covered by this
         report based on such evaluation; and

         (d) Disclosed in this report any change in the registrant's
         internal control over financial reporting that occurred during
         the registrant's most recent fiscal quarter (the registrant's
         fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially
         affect, the registrant's internal control over financial
         reporting; and



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5.     The registrant's other certifying officer(s) and I have
       disclosed, based on our most recent evaluation of internal
         control over financial reporting, to the registrant's auditors
         and the audit committee of the registrant's board of directors
         (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in
         the design or operation of internal control over financial
         reporting which are reasonably likely to adversely affect the
         registrant's ability to record, process, summarize and report
         financial information; and

         (b) Any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal control over financial reporting.

Date: December 10, 2004

                  /s/ James M. Holland
                  James M. Holland
                  Chief Financial Officer