EXHIBIT 99.1.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Atwood Oceanics, Inc. (the "Company") on
Form 10-K for the period ended September 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, James M. Holland,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company for the periods presented.



Date:    December 18, 2002                /s/ JAMES M. HOLLAND
                                          James M. Holland
                                          Senior Vice President and
                                          Chief Financial Officer