EXHIBIT 10.1.3

  FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT


     This Agreement is dated the ____ day of ___________,  20__,  between ATWOOD
OCEANICS, INC., (the "Company") and ___________________ (the "Participant").

Recitals:
         The Company has adopted an Amended and Restated 2007 Long-Term
Incentive Plan (the "Plan") which provides for grants of restricted stock awards
of Common Stock to Non-Employee Directors of the Company, and the Participant is
a Non-Employee Director of the Company. Pursuant to said Plan, the Compensation
Committee has approved and ratified the execution of this Agreement between the
Company and the Participant. All capitalized terms not defined herein shall have
the meaning set forth in the Plan as in effect on the date hereof.

Agreement:
        1.        The Company hereby awards to the Participant ______shares of
                  restricted Common Stock, equal in value to $__________, the
                  ("Restricted Stock Award"). The number of shares of Common
                  Stock included in the Restricted Stock Award is based upon the
                  Fair Market Value of one share of Common Stock on ___________,
                  20__ (the "Date of Grant").
        2.        The shares of Common Stock included in the Restricted Stock
                  Award are restricted such that ownership of such shares cannot
                  be sold, transferred, pledged, exchanged, hypothecated, or
                  otherwise disposed of until three (3) years from the Date of
                  Grant (the "Restriction Period"). The stock certificates
                  evidencing the shares of Common Stock included in the
                  Restricted Stock Award may be endorsed with a legend to
                  reflect such restrictions.
        3.        During any Restriction Period, the Participant shall have the
                  rights of a shareholder with respect to the shares
                  of Common Stock included in the Restricted Stock Award,
                  including, but not by way of limitation, the right
                  to vote such shares and to receive dividends and to purchase
                  securities pursuant to that certain Rights
                  Agreement by and between the Company and Continental Stock
                  Transfer & Trust Company (as Rights Agent)
                  dated October 18, 2002, as the same may be amended, modified
                  or supplement from time to time.  If any


                  dividends or other distributions are paid in shares of
                  Common Stock, all such shares shall be subject to
                  the same restrictions on transferability as the shares
                  included in the Restricted Stock Award with respect
                  to which they were paid.
        4.        If the outstanding shares of the Common Stock are changed
                  into, or exchanged for, a different number or kind of shares
                  or securities of the Company (whether by reason of merger,
                  consolidation, recapitalization, reclassification, stock
                  split, spinoff, combination of shares or otherwise), an
                  appropriate and proportionate adjustment (to be conclusively
                  determined by the Board of Directors of the Company) shall be
                  made in the shares of Common Stock included in the Restricted
                  Stock Award.
        5.        The Restricted Stock Award governed by this Agreement is
                  subject to, and the Company and the Participant agree to be
                  bound by, all of the terms and conditions of the Plan as the
                  same shall be amended from time to time in accordance with the
                  terms thereof, but no such amendment shall adversely affect
                  the Participant's rights under this Agreement or the
                  Restricted Stock Award governed hereby. A copy of the Plan in
                  its present form is available for inspection during business
                  hours by the Participant at the Company's principal office.
        6.        The value of the Restricted Stock Award is $________, and such
                  amount is additional compensation to each Participant for
                  services rendered to the Company and will be included with all
                  other compensation paid during the year for services performed
                  and reported on Internal Revenue Service Form 1099. Each
                  Participant will be responsible for payment of all income
                  taxes assessable on the Restricted Stock Award.
        7.        The Restricted Stock Award has been granted, executed and
                  delivered the day and year first above written at Houston,
                  Texas, and the interpretation, performance and enforcement on
                  this Agreement shall be governed by the laws of the State of
                  Texas.


ATWOOD OCEANICS, INC.


By:
   ---------------------------------
Name:
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Title:
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PARTICIPANT


By:
   ---------------------------------
Name:
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