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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

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

                                    Form 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 DATE OF EARLIEST EVENT REPORTED: March 3, 2004


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

                         COMMISSION FILE NUMBER 1-13167

                  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
                                       N/A
         (Former name or former address, if changed since last report.)








ITEM 5.

     On March  3,  2004,  the  Company  announced  that  ExxonMobil  Exploration
Production  Malaysia Inc. ("EMEPMI") has given written notice in accordance with
the early  termination  provision of the contract  that they will  terminate the
SEAHAWK  contract upon  completion of work in progress on June 29, 2004. The rig
has been contracted by EMEPMI since 1992. A copy of the press release announcing
this  termination  notice  is filed  with the  Form 8-K as  Exhibit  99.1 and is
incorporated herein by reference.


ITEM 7. EXHIBITS

EXHIBIT 99.1               PRESS RELEASE DATED MARCH 3, 2004

EXHIBIT 99.2               CONTRACT STATUS SUMMARY AT MARCH 3, 2004


     Statements  contained  in  this  report  with  respect  to the  future  are
forward-looking  statements.  These statements reflect  management's  reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various  factors:  the  Company's  dependence  on the oil and gas
industry;  the  risks  involved  in  the  construction  of a  rig;  competition;
operating  risks;  risks involved in foreign  operations;  risks associated with
possible  disruption in operations  due to terrorism;  risks  associated  with a
possible  disruption in operations due to war; and governmental  regulations and
environmental  matters.  A list of  additional  risk factors can be found in the
Company's  annual  report on Form 10-K for the year ended  September  30,  2003,
filed with the Securities and Exchange Commission.









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 hereunto duly authorized.


                                                 ATWOOD OCEANICS, INC.
                                                 (Registrant)



                                                 /s/ James M. Holland
                                                 James M. Holland
                                                 Senior Vice President

                                                 DATE: March 3, 2004








                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION

99.1           Press Release Dated March 3, 2004

99.2           Contract Status Summary at March 3, 2004








                                  EXHIBIT 99.1





Houston, Texas
3 March 2004

FOR IMMEDIATE RELEASE

     Atwood  Oceanics,  Inc.,  (Houston-based  International  Offshore  Drilling
Contractor - NYSE: ATW) announced today that ExxonMobil Exploration & Production
Malaysia Inc.  ("EMEPMI") has given written notice in accordance  with the early
termination  provision  of the  contract  that they will  terminate  the SEAHAWK
contract upon the  completion of work in progress on June 29, 2004. The contract
provides for a demobilization  fee of $1.8 million.  The rig has been contracted
by EMEPMI since 1992.  Additional work will be pursued in Southeast Asia as well
as other areas of the world.


                                                      Contact:  Jim Holland
                                                             (281) 749-7804









                                                            EXHIBIT 99.1
                                               ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                                      CONTRACT STATUS SUMMARY
                                                          AT MARCH 3, 2004





                                          
NAME OF RIG             LOCATION             CUSTOMER                   CONTRACT STATUS
-----------             --------             --------                   ---------------
SEMISUBMERSIBLES -
------------------
ATWOOD FALCON             JAPAN              JAPAN ENERGY DEVELOPMENT   The rig has commenced drilling the last well under its
                                             CO. LTD. ("JED")           drilling program for JED.  The drilling program is
                                                                        estimated to take around 60 to 80 days to complete.
                                                                        Immediately upon completing the JED contract, the rig
                                                                        will be moved to China to drill one well for Husky Oil
                                                                        China Ltd.  Additional work is currently being pursued
                                                                        in Southeast Asia to follow the Husky well.

ATWOOD HUNTER             EGYPT              BURULLUS GAS CO.           On December 31, 2003, the rig commenced a drilling
                                             ("BURULLUS")               program for Burullus which includes ten firm wells
                                                                        plus options to drill six additional wells. The
                                                                        drilling of the ten firm wells are expected to take
                                                                        around 400 days to complete, and if all the option
                                                                        wells are drilled, the contract could extend for
                                                                        approximately 550 days.

ATWOOD   EAGLE            AUSTRALIA          BHP BILLITON PETROLEUM     The rig has completed its mobilization to Australia
                                             PTY. LTD. ("BHP") AND      and is preparing to commence the drilling program for
                                             APACHE ENERGY  LIMITED     BHP and Apache, which includes three firm wells plus
                                             ("APACHE")                 options to drill an additional four wells.  Drilling
                                                                        of the three firm wells is expected to take three to
                                                                        four months to complete.

SEAHAWK                   MALAYSIA           EXXONMOBIL EXPLORATION &   EMEPMI has given written notice that they will
                                             PRODUCTION MALAYSIA        terminate the current contract upon completion of work
                                             INC.  ("EMEPMI")           in progress on June 29, 2004.  Additional work will be
                                                                        pursued in Southeast Asia as well as other areas of
                                                                        the world.

ATWOOD SOUTHERN CROSS     MOBILIZING TO      MURPHY SARAWAK OIL         The rig is currently being mobilized to Malaysia, with
                          MALAYSIA           COMPANY, LTD. ("MURPHY")   anticipated arrival around March 10, 2004.  The
                                                                        Company has a commitment from Murphy to drill two firm
                                                                        wells plus options to drill an additional four wells.
                                                                        Drilling of the two firm wells is expected to take 45
                                                                        to 60 days to complete and if all option wells are
                                                                        drilled, the drilling program could extend from around
                                                                        150 to 180 days.  A drilling contract with Murphy
                                                                        should be formalized before the end of February 2004.

SEASCOUT                  UNITED STATES                                 The SEASCOUT was purchased in December 2000 for future
                          GULF OF MEXICO                                conversion to a tender-assist unit, similar to the
                                                                        SEAHAWK, once an acceptable contract opportunity is
                                                                        secured.  The rig is currently coldstacked.

CANTILEVER JACK-UPS -
----------------------
VICKSBURG                 MALAYSIA          EXXONMOBIL EXPLORATION &    In October 2002, the rig commenced a two-year drilling
                                            PRODUCTION MALAYSIA INC.    program (with an option by EMEPMI for one additional
                                            ("EMEPMI")                  year), with EMEPMI having the right to terminate the
                                                                        drilling program after one year.  The estimated
                                                                        completion date of the current platform is around May
                                                                        15, 2004.

ATWOOD BEACON             MALAYSIA          PETRONAS CARIGALI SDN.      In early August 2003, the rig commenced working under
                                            BHD. ("PETRONAS")           a contract with Murphy Sarawak Oil Company, Ltd.
                                                                        ("Murphy")  which provided for the drilling of three
                                                                        firm wells plus options to drill five additional wells
                                                                        off the coast of Malaysia.  Murphy exercised its
                                                                        option to extend the contract for the additional five
                                                                        wells and then assigned four of the option wells to
                                                                        Petronas.  Petronas has awarded the rig four more firm
                                                                        wells for a current total of eight wells to be
                                                                        drilled. Petronas is presently drilling its fourth
                                                                        well.  The drilling program is expected to take until
                                                                        May/June 2004 to complete.  Contract opportunities for
                                                                        additional work following completion of the Petronas
                                                                        contract are being pursued in Malaysia as well as
                                                                        other areas outside of Malaysia.

SUBMERSIBLE -
-------------
RICHMOND                  UNITED STATES      UNION OIL COMPANY OF       The rig is currently drilling the fourth of its five
                          GULF OF MEXICO     CALIFORNIA ("UNOCAL")      well contract with UNOCAL.  The contract should be
                                                                        completed by the end of March 2004.  Contract
                                                                        opportunities for additional work following completion
                                                                        of the UNOCAL contract are being pursued in the United
                                                                        States Gulf of Mexico.

MODULAR PLATFORMS -
--------------------
GOODWYN 'A' /NORTH        AUSTRALIA          WOODSIDE ENERGY LTD.       There is currently an indefinite planned break in
RANKIN 'A'                                                              drilling activity for the two client-owned rigs
                                                                        managed by the Company.  The Company is involved in
                                                                        maintenance of the two rigs for future drilling
                                                                        programs.