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

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

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

                                    Form 10-Q

              |X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR QUARTERLY PERIOD ENDED DECEMBER 31, 2004
                         COMMISSION FILE NUMBER 1-13167

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              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 13 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___

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.) Yes X No __.

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of January 31, 2005: 15,169,426 shares of common stock $1 par
value

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





                              ATWOOD OCEANICS, INC.

                                    FORM 10-Q

                     For the Quarter Ended December 31, 2004

                                      INDEX

Part I. Financial Information

   Item 1.  Unaudited Condensed Consolidated Financial Statements          Page

        a) Condensed Consolidated Statements of Operations
           For the Three Months Ended December 31, 2004 and 2003..............6

        b) Condensed Consolidated Balance Sheets
           As of December 31, 2004 and September 30, 2004.....................7

        c) Condensed Consolidated Statements of Cash Flows
           For the Three Months Ended December 31, 2004 and 2003..............8

        d) Condensed Consolidated Statement of Changes in Shareholders'
           Equity for the Three Months Ended December 31, 2004................9

        e) Notes to Condensed Consolidated Financial Statements..............10


   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations..............................15

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk.......20

   Item 4.  Controls and Procedures..........................................21

Part II. Other Information

   Item 6.  Exhibits and Reports on Form 8-K.................................22

Signature....................................................................24

Certifications...............................................................26


                                      -2-



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


     This Form 10-Q for the  quarterly  period ended  December 31, 2004 includes
statements about Atwood Oceanics,  Inc. (which together with its subsidiaries is
identified  as the  "Company,"  "we"  or  "our,"  unless  the  context  requires
otherwise) which are not historical  facts (including any statements  concerning
plans  and   objectives  of  management   for  future   operations  or  economic
performance,   or  assumptions   related  thereto)  which  are   forward-looking
statements.  In addition,  we and our  representatives  may from to time to time
make other oral or written statements which are also forward-looking statements.

     These  forward-looking  statements are made based upon management's current
plans, expectations, estimates, assumptions and beliefs concerning future events
impacting  us and  therefore  involve a number of risks  and  uncertainties.  We
caution  that  forward-looking  statements  are not  guarantees  and that actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking statements.

     Important  factors that could cause our actual results of operations or our
actual financial  conditions to differ include,  but are not necessarily limited
to:

     - our dependence on the oil and gas industry;

     - the operational risks involved in drilling for oil and gas;

     - changes in rig utilization and dayrates in response to the level of
       activity in the oil and natural gas industry, which is significantly
       affected by indications and expectations regarding the level and
       volatility of oil and natural gas prices, which in turn are affected by
       such things as political, economic and weather conditions affecting or
       potentially affecting regional or worldwide demand for oil and natural
       gas, actions or anticipated actions by OPEC, inventory levels,
       deliverability constraints, and future market activity;

     - the extent to which customers and potential customers continue to pursue
       deepwater drilling;

     - exploration success or lack of exploration success by our customers and 
       potential customers;

     - the highly competitive and cyclical nature of our business, with periods
       of low demand and excess rig availability;

     - the impact of the war with Iraq or other military operations, terrorist 
       acts or embargoes elsewhere;

     - our ability to enter into and the terms of future drilling contracts;

     - the availability of qualified personnel;

     - our failure to retain the business of one or more significant customers;

     - the termination or renegotiation of contracts by customers;

                                      -3-


     - the availability of adequate insurance at a reasonable cost;

     - the occurrence of an uninsured loss;

     - the risks of international operations, including possible economic,
       political, social or monetary instability, and compliance with foreign
       laws;

     - the effect SARS or other public health concerns could have on our
       international operations and financial results;

     - compliance with or breach of environmental laws;

     - the incurrence of secured debt or additional unsecured indebtedness or 
       other obligations by us or our subsidiaries;

     - the adequacy of sources of liquidity;

     - currently unknown rig repair needs and/or additional opportunities to
       accelerate planned maintenance expenditures due to presently
       unanticipated rig downtime;

     - higher than anticipated accruals for performance-based compensation due
       to better than anticipated performance by us, higher than anticipated
       severance expenses due to unanticipated employee terminations, higher
       than anticipated legal and accounting fees due to unanticipated
       financing or other corporate transactions and other factors that could
       increase general and administrative expenses;

     - the actions of our competitors in the oil and gas drilling industry, 
       which could significantly influence rig dayrates and utilization;

     - changes in the geographic areas in which our customers plan to operate,
       which in turn could change our expected effective tax rate;

     - changes in oil and natural gas drilling technology or in our competitors'
       drilling rig fleets that could make our drilling rigs less competitive or
       require major capital investments to keep them competitive;

     - rig availability;

     - the effects and uncertainties of legal and administrative proceedings 
       and other contingencies;

     - the impact of governmental laws and regulations and the uncertainties 
       involved in their administration, particularly in some foreign 
       jurisdictions;

     - changes in accepted interpretations of accounting guidelines and other 
       accounting pronouncements and tax laws;

     - the risks involved in the construction and upgrade of our drilling units.

                                      -4-



     Undue reliance  should not be placed on these  forward-looking  statements,
which are applicable only on the date hereof. Neither we nor our representatives
have a general obligation to revise or update these  forward-looking  statements
to  reflect  events or  circumstances  that  arise  after the date  hereof or to
reflect the occurrence of unanticipated events.










                                      -5-



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



                                                      Three Months Ended
                                                          December 31,
                                             ---------------------------------
                                                  2004                2003
                                                -------             ------  
                                                             (Unaudited)
REVENUES:
Contract drilling                                 $38,986            $35,325
Business interruption proceeds                      6,440                  -
                                                  -------            -------
                                                   45,426             35,325
                                                  -------            -------

COSTS AND EXPENSES:
Contract drilling                                  25,203             22,533
Depreciation                                        6,526              7,842
General and administrative                          3,571              2,688
                                                  -------            -------
                                                   35,300             33,063
                                                  -------            -------
OPERATING INCOME                                   10,126              2,262
                                                  -------            -------

OTHER INCOME (EXPENSE)
Interest expense                                   (2,018)            (2,334)
Interest income                                        35                  8
                                                  -------            -------
                                                   (1,983)            (2,326)
                                                  -------            ------- 
INCOME (LOSS)  BEFORE INCOME TAXES                  8,143                (64)
PROVISION (BENEFIT) FOR INCOME TAXES                 (507)             1,840
                                                  -------            -------
NET INCOME (LOSS)                                  $8,650            ($1,904)
                                                  =======            =======

EARNINGS (LOSS) PER COMMON SHARE:
            Basic                                  $ 0.57             $(0.14)
            Diluted                                  0.56              (0.14)
AVERAGE COMMON SHARES OUTSTANDING:
            Basic                                  15,079             13,852
            Diluted                                15,422             13,852


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

                                      -6-




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





                                                               December 31,                September 30,
                                                                   2004                         2004
                                                             -----------------            -----------------
                                                                              (Unaudited)
ASSETS

CURRENT ASSETS:
                                                                                                 
    Cash and cash equivalents                                         $24,880                      $16,416
    Accounts receivable                                                29,559                       32,475
    Insurance receivable                                                9,820                       25,433
    Inventories of materials and supplies                              13,506                       12,648
    Deferred tax assets                                                    40                          290
    Prepaid expenses and other                                          4,352                        5,704
                                                                    ---------                     --------
      Total Current Assets                                             82,157                       92,966
                                                                    ---------                     --------
 
NET PROPERTY AND EQUIPMENT                                            407,590                      401,141
                                                                    ---------                     --------

DEFERRED COSTS AND OTHER ASSETS                                         3,502                        4,829
                                                                    ---------                     --------
                                                                     $493,249                     $498,936
                                                                    =========                     ========
 

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current maturities of notes payable                                $36,000                      $36,000
   Accounts payable                                                     6,505                        9,398
   Accrued liabilities                                                 11,369                       13,822
   Deferred Credits                                                       333                          833
                                                                    ---------                     --------
       Total Current Liabilities                                       54,207                       60,053
                                                                    ---------                     --------

LONG-TERM DEBT,
   net of current maturities:                                          81,000                      145,000
                                                                    ---------                     --------
                                                                       81,000                      145,000
                                                                    ---------                     --------
  
OTHER LONG TERM LIABILITIES:
     Deferred income taxes                                             18,630                       18,930
     Deferred credits and other                                         3,838                        3,364
                                                                    ---------                     --------
                                                                       22,468                       22,294
                                                                    ---------                     --------
SHAREHOLDERS' EQUITY:
    Preferred stock, no par value;
         1,000 shares authorized,  none outstanding                         0                            0
    Common stock, $1 par value, 20,000 shares
          authorized with 15,110 and 13,873 issued
          and outstanding at December 31, 2004 and
          September 30, 2004, respectively                             15,110                       13,873
    Paid-in capital                                                   112,015                       57,917
    Retained earnings                                                 208,449                      199,799
                                                                    ---------                     --------
        Total Shareholders' Equity                                    335,574                      271,589
                                                                    ---------                     --------
                                                                     $493,249                     $498,936
                                                                    =========                     ========




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

                                      -7-




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



                                                                                Three Months Ended December 31,
                                                                             -----------------------------------------
                                                                                 2004                       2003
                                                                            ----------------            -------------
                                                                                             (Unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:
                                                                                                            
       Net Income (loss)                                                            $ 8,650                 $ (1,904)
         Adjustments to reconcile net income (loss) to net cash
         provided (used) by operating activities:
              Depreciation                                                            6,526                    7,842
              Amortization of debt issuance costs                                       201                      165
              Amortization of deferred items                                            158                       63
              Deferred income tax benefit                                               (50)                    (600)
         Changes in assets and liabilities:
              Collection of insurance receivable                                      4,233                        -
              Decrease in accounts receivable                                         2,916                   10,085
              Decrease (increase) in inventory                                         (858)                     507
              Decrease (increase) in deferred costs and other assets                  2,083                      (83)
              Decrease in accounts payable                                           (2,893)                  (6,656)
              Decrease in accrued liabilities                                        (2,453)                    (321)
              Net mobilization fees and credits                                         211                   (5,327)
              Other increases                                                            -                       907
                                                                                   --------                  -------
                Net cash provided by operating activities                            18,724                    4,678
                                                                                   --------                  -------

CASH FLOW FROM INVESTING ACTIVITIES:
        Capital expenditures                                                        (12,988)                    (647)
        Collection of insurance receivable                                           11,380                        -
        Other                                                                            13                        6
                                                                                   --------                  -------
               Net cash used by investing activities                                 (1,595)                    (641)
                                                                                   --------                  ------- 

CASH FLOW FROM FINANCING ACTIVITIES:
        Debt issuance costs paid                                                          -                     (343)
        Proceeds from stock offering                                                 53,607                        -
        Proceeds from exercise of stock options                                       1,728                        8
        Principal payments on debt                                                  (64,000)                  (6,000)
                                                                                   --------                   ------ 
                       Net cash used by financing activities                         (8,665)                  (6,335)
                                                                                   --------                   ------ 

NET INCRESE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   8,464                   (2,298)
CASH AND CASH EQUIVALENTS, at beginning of period                                  $ 16,416                 $ 21,551
                                                                                   --------                 --------
CASH AND CASH EQUIVALENTS, at end of period                                        $ 24,880                 $ 19,253
                                                                                   ========                 ========



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



                                      -8-




                                        PART I. ITEM I - FINANCIAL STATEMENTS
                                       ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                                     CONDENSED CONSOLIDATED STATEMENT OF CHANGES
                                               IN SHAREHOLDERS' EQUITY





--------------------------------------------------------------------------------------------------------------------
                                                                                                          Total
                                                    Common Stock            Paid-in       Retained    Stockholders'
(In thousands)                                  Shares        Amount        Capital       Earnings       Equity
--------------------------------------------------------------------------------------------------------------------

                                                                                             
September 30, 2004                             13,873       $13,873        $ 57,917       $199,799     $271,589
   Net income                                       -             -               -          8,650        8,650
   Exercise of employee stock options              62            62           1,666              -        1,728
   Stock offering                               1,175         1,175          52,432              -       53,607
                                               ------       -------        --------       --------     --------
December 31, 2004                              15,110       $15,110        $112,015       $208,449     $335,574
                                               ======       =======        ========       ========     ========



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


                                      -9-




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


1.  UNAUDITED INTERIM INFORMATION
 
     The unaudited interim  condensed  consolidated  financial  statements as of
December  31, 2004 and for each of the three month  periods  ended  December 31,
2004 and 2003, included herein, have been prepared in accordance with accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial  information and with the instructions for Form 10-Q and Article 10 of
Regulation  S-X.  The year end  condensed  consolidated  balance  sheet data was
derived from the audited financial statements as of September 30, 2004. Although
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,  we believe that the note disclosures
are  adequate to make the  information  not  misleading.  The interim  financial
results may not be indicative of results that could be expected for a full year.
It is suggested that these condensed  consolidated  financial statements be read
in conjunction with the consolidated  financial statements and the notes thereto
included in our Annual Report to  Shareholders  for the year ended September 30,
2004. In our opinion,  the unaudited  interim financial  statements  reflect all
adjustments  (consisting of normal recurring  adjustments)  considered necessary
for a fair presentation of our financial  position and results of operations for
the periods presented.


2.   SIGNIFICANT ACCOUNTING POLICIES

     Statement of Financial  Accounting  Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation" allows companies the choice of either using a fair
value  method  of  accounting  for  options,   which  would  result  in  expense
recognition  for all options  granted,  or using an  intrinsic  value  method as
prescribed by Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock Issued to Employees",  with pro forma  disclosure of the impact on net
income (loss) of using the fair value option expense recognition method.

     We apply the recognition  and measurement  principles of APB Opinion No. 25
and  related  interpretations.  Accordingly,  no  compensation  costs  have been
recognized  in net income  from the  granting  of options  pursuant to our stock
option plans,  as all options  granted  under those plans had an exercise  price
equal to the market value of the underlying common stock on the date of grant.

     Had compensation costs been determined based on the fair value at the grant
dates  consistent  with the method of SFAS No.  123,  our net income  (loss) and
earnings  (loss)  per share  would have been  reduced  to the pro forma  amounts
indicated below (in thousands, except for per share amounts):


                                      -10-




                                                      Three Months Ended
                                                          December 31,
                                                      ------------------
                                                    2004            2003
                                                   ------         -------

Net income (loss), as reported                     $8,650         $(1,904)
                                                   ------         ------- 
 Deduct:  Total stock-based employee
     compensation expense determined under
     fair value based method for all
     awards, net of related tax effects              (648)           (625)
                                                   ------         ------- 
 
Pro Forma, net income                              $8,002         $(2,529)
                                                   ======         ======= 
 
Earnings (loss) per share:
     Basic - as reported                           $ 0.57         $ (0.14)
     Basic - pro forma                               0.53           (0.18)

     Diluted - as reported                         $ 0.56         $ (0.14)
     Diluted - pro forma                             0.52           (0.18)



     The fair value of grants made during the current fiscal year-to-date period
were estimated on the date of grant using the Black-Scholes option pricing model
with the  following  weighted-average  assumptions:  risk-free  interest  rate -
4.27%,  expected  volatility  - 35%,  expected  life - 6 years,  and no dividend
yield.

     In December 2004, the Financial  Accounting  Standards  Board (FASB) issued
SFAS No. 123 (Revised 2004), "Share-Based Payment" (SFAS 123(R)). This Statement
revises SFAS No. 123 by  eliminating  the option to account for  employee  stock
options under APB No. 25 and generally  requires companies to recognize the cost
of employee services received in exchange for awards of equity instruments based
on the grant-date fair value of those awards (the "fair-value-based" method). We
plan to adopt SFAS 123(R) on July 1, 2005 using the modified  prospective method
without  restatement  of prior interim  periods of the current  fiscal year. The
impact of adopting SFAS 123(R) will be to record  expense for  previously-issued
but unvested employee stock options and any employee stock options that we issue
in the future.  We expect the dollar  impact on our  financial  statements to be
consistent  with  the  impact  previously  disclosed  above  in  the  pro  forma
disclosure  requirements  of SFAS No. 123,  beginning with the fourth quarter of
fiscal year 2005.


                                      -11-



3. EARNINGS (LOSS) PER COMMON SHARE

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




                                                   Three Months Ended
                                         ----------------------------------
                                             Net                  Per Share
                                           Income       Shares      Amount
                                        ----------     --------   ----------
 December 31, 2004:
       Basic loss per share               $ 8,650       15,079      $ 0.57
       Effect of dilutive securities  -
               Stock options                 ---           343      $(0.01)
                                          -------       ------      ------ 

       Diluted earnings per share         $ 8,650       15,422      $ 0.56
                                          =======       ======      ======

 December 31, 2003:
       Basic loss per share               ($1,904)      13,852      ($0.14)
       Effect of dilutive securities  -
               Stock options                  ---          ---         ---
                                          -------      -------     -------

       Diluted loss per share             $(1,904)      13,852     $ (0.14)
                                          =======       ======     ======= 


                                      -12-


4.       PROPERTY AND EQUIPMENT

         A summary of property and equipment by classification is as 
follows (in thousands):


                                                  December 31,     September 30,
                                                      2004             2004
                                                 -------------     -------------

Drilling vessels and related equipment
    Cost                                          $ 621,561         $ 608,584
    Accumulated depreciation                       (217,725)         (211,544)
                                                  ---------         ---------
                                                    403,836           397,040
                                                  ---------         ---------

Drill pipe
    Cost                                             10,240            10,240
    Accumulated depreciation                         (7,531)           (7,259)
                                                  ---------         --------- 
    Net book value                                    2,709             2,981
                                                  ---------         ---------

Furniture and other
    Cost                                              7,519             7,635
    Accumulated depreciation                         (6,474)           (6,515)
                                                  ---------         ---------- 
    Net book value                                    1,045             1,120
                                                  ---------         ----------

           NET PROPERTY AND EQUIPMENT             $ 407,590         $ 401,141
                                                  =========         =========


     Effective  October 1, 2004, we extended the remaining  depreciable  life of
the SEAHAWK from 2 months to 5 years,  due to a recent contract that extends the
rig's  commercial  viability  for up to 5 years.  We believe that this change in
depreciable life provides a better matching of the revenues and expenses of this
asset over its anticipated remaining useful life and will continue to depreciate
this rig on a  straight-line  method  over  for the  remainder  of the  extended
period.  As a result of the change in depreciable life from 2 months to 5 years,
depreciation  expense  was reduced  and net income was  increased  for the three
months ended December 31, 2004, by approximately $950,000, or $.06 per share and
depreciation  expense going forward will be higher than it otherwise  would have
been.


5.       COMMITMENTS AND CONTINGENCIES

     We are party to a number of lawsuits which are ordinary, routine litigation
incidental  to our  business,  the  outcome  of which,  individually,  or in the
aggregate,  is not expected to have a material  adverse  effect on our financial
position, results of operations, or cash flows.


                                      -13-




6. CAPITAL STOCK

     In  October  2004,  we sold in a public  offering  1,175,000  shares of our
common stock at an  effective  net price  (before  expenses) of $45.83 for net
proceeds of approximately $53.6 million. We used these proceeds and cash on hand
to repay  the $55  million  outstanding  as of  September  30,  2004  under  the
revolving portion of our senior secured credit facility.


7. ATWOOD BEACON

     The ATWOOD BEACON  incurred  damage to all three legs and the derrick while
positioning  for a well  offshore  of  Indonesia  in July 2004.  The rig and its
damaged  legs were  transported  to the  builder's  shipyard  in  Singapore  for
inspections  and repairs.  At September  30, 2004,  the book basis of the ATWOOD
BEACON was reduced by $16.3 million  which is the  estimated  reduction in value
caused by the  incident.  During  the three  months  ended  December  31,  2004,
approximately  $11.4 million of  capitalized  costs were incurred to restore the
rig to its  condition  prior to the incident.  During this period,  we collected
approximately  $15.6 million of the $25.4 million insurance  receivable recorded
as of September 30, 2004. In addition, we also collected all of the $6.4 million
of business  interruption  proceeds earned during the current quarter. We expect
to collect the remaining  approximate $9.8 million  insurance  receivable in the
second quarter of fiscal year 2005.


8. INCOME TAXES

     Virtually  all of our tax  provision  for each of the  three  months  ended
December  31,  2004  and  2003  relates  to  taxes  in  foreign   jurisdictions.
Accordingly,  due to the  operating  loss in the United States and the operating
losses  in  certain  nontaxable  jurisdictions  during  the three  months  ended
December 31, 2003,  our effective tax rate for the 2003 period  exceeds the U.S.
statutory rate.

     In December 2004, we received a $1.7 million tax refund in Malaysia related
to a previously reserved tax receivable. In addition, we earned revenue from our
loss of hire insurance  coverage on the ATWOOD BEACON in a zero tax jurisdiction
during the three months ended December 31, 2004. As a result,  our effective tax
rate for the 2004 period was significantly less than the United States statutory
rate.

                                      -14-



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


     All non-historical  information set forth herein is based upon expectations
and  assumptions  we  deem  reasonable.  We can  give  no  assurance  that  such
expectations and assumptions will prove to be correct,  and actual results could
differ materially from the information  presented  herein.  Our periodic reports
filed with the Securities and Exchange  Commission,  or SEC, should be consulted
for a description of risk factors associated with an investment in us.

MARKET OUTLOOK

     Current  worldwide  utilization of offshore drilling units is approximately
87% compared to  approximately  80% in January 2004.  Recent contract awards for
some of our drilling units reflect higher dayrates  resulting from strengthening
market  conditions.  We have  experienced  higher  bid  activity  levels for our
drilling units for near term contracts and increasing inquiries from our clients
for  programs  commencing  in the second half of  calendar  2005 and in calendar
2006. We believe that our eight key drilling units (seven upgraded units and one
newly  constructed  unit) are well placed to take  advantage  of the upside from
increasing dayrates and improvement in our international markets.

     During  the  quarter  ended  December  31,  2004,  all eight of our  active
drilling units were 100% utilized  except for the SEAHAWK and the ATWOOD BEACON.
The SEAHAWK incurred 12 days of idle time between the completion of its contract
in Malaysia with  ExxonMobil  and the  commencement  of its current  contract in
Malaysia with Sarawak Shell. The impact of this idle time was offset by the $1.8
million in demobilization revenue received from ExxonMobil. The SEAHAWK has been
awarded a  contract  commitment  for two years  firm work in  Equatorial  Guinea
starting in calendar  2006.  We are in  discussions  for work for the SEAHAWK to
bridge most of the gap between the completion of its current work  (estimated in
late  February  to  early  March  2005)  and its  preparation  for its  contract
commitment in calendar  2006.  Based upon these  discussions,  the SEAHAWK could
incur 6 to 8 weeks of idle time between  completion of its current  contract and
prior to commencement of its next contract in Southeast Asia. The repairs to the
ATWOOD BEACON from damage it incurred in July 2004 were completed on schedule in
January  2005.  We earned  approximately  $6.4 million in business  interruption
proceeds in the quarter ended  December 31, 2004 under the ATWOOD  BEACON's loss
of hire insurance coverage.  In January 2005, the ATWOOD BEACON was mobilized to
Vietnam to commence  working under a contract which should keep it employed into
calendar 2006.

     In January 2005, the ATWOOD SOUTHERN CROSS incurred around ten days of zero
rate time  following the  completing of its contract  offshore  Malaysia and the
commencement of its mobilization for its current contract offshore  Myanmar.  We
also  anticipate  that the ATWOOD SOUTHERN CROSS could incur up to four weeks of
additional  downtime  in the third  quarter of fiscal  year 2005  following  the
completion of its current  contract.  We expect that the ATWOOD  HUNTER,  ATWOOD
EAGLE, ATWOOD FALCON,  VICKSBURG and RICHMOND will be highly utilized during the
remainder of fiscal year 2005.

                                      -15-
 


     We are optimistic  about the  longer-term  outlook and  fundamentals of the
offshore drilling market.  With the expected downtime for the SEAHAWK and ATWOOD
SOUTHERN CROSS during a portion of the next two quarters in jurisdictions with a
higher effective tax rate than the U.S. statutory rate, we expect net income for
these  quarters  to be below  the net  income  for the first  quarter;  however,
compared to fiscal year 2004, we expect fiscal year 2005 will reflect increasing
earnings and cash flows.

RESULTS OF OPERATIONS

     Revenues  for the three  months  ended  December  31,  2004  increased  29%
compared to the three months ended December 31, 2003. A comparative  analysis of
revenues is as follows:


                                              REVENUES
                                             (In millions)
                         ---------------------------------------------------
                                  Three Months Ended December 31,
                         ---------------------------------------------------
                            2004                2003               Variance
                           ------              ------              --------
  
ATWOOD EAGLE               $ 8.5               $ 4.7                $ 3.8
ATWOOD HUNTER                5.6                 2.7                  2.9
ATWOOD BEACON                6.4                 4.4                  2.0
ATWOOD FALCON                7.7                 6.0                  1.7
RICHMOND                     2.7                 2.2                  0.5
VICKSBURG                    5.9                 5.8                  0.1
ATWOOD SOUTHERN CROSS        3.6                 3.9                 (0.3)
SEAHAWK                      4.4                 5.2                 (0.8)
OTHER                        0.6                 0.4                  0.2
                             ---                 ---                  ---
                           $45.4               $35.3                $10.1
                           =====               =====                =====


     The increase in revenue for the ATWOOD EAGLE was due to being 100% utilized
and earning  dayrates ranging from $89,000 - $109,000 during the current quarter
compared to an  approximate  60%  utilization at a dayrate of $90,000 during the
first quarter of the prior fiscal year.  Revenue for the ATWOOD HUNTER increased
due to 100% utilization at a dayrate of approximately $62,000 during the quarter
ended  December 31, 2004 compared to 80%  utilization  at dayrates  ranging from
$40,000 - $44,000  during the quarter ended December 31, 2003. The ATWOOD BEACON
earned loss of hire insurance at $70,000 per day during the first quarter of the
current  fiscal year compared to earning an operating  dayrate of  approximately
$52,000 during the first quarter of the prior fiscal year. For  approximately 20
days of the first quarter of the prior fiscal year,  the ATWOOD FALCON was being
mobilized to Japan and was thus,  not earning  revenue during this period as the
lump sum  mobilization  revenue  earned while  relocating was amortized over the
firm operating period of the contract.  The increase in revenue for the RICHMOND
was due to earning a dayrate of $29,000 in the  current  quarter  compared  to a
dayrate range of $23,000 - $24,000 in the same quarter in the prior fiscal year.
Revenues for the VICKSBURG and ATWOOD SOUTHERN CROSS were comparable to the same
period for in the prior year,  while the decrease in revenue for the SEAHAWK was
attributable  to the fact that for the quarter  ended  December 31, 2003,  there
were two months  amortization of deferred upgrade revenue of approximately  $1.3


                                      -16-



million  compared  to no  amortization  of such  revenue  in the  quarter  ended
December 31, 2004 as amortization of the upgrade revenue ended November 2003.
 
     Contract  drilling  costs for the three  months  ended  December  31,  2004
increased 12% compared to the three months ended  December 31, 2003. An analysis
of contract drilling costs by rig is as follows:


                                    CONTRACT DRILLING COSTS
                                       (In millions)
                        -------------------------------------------------
                                Three Months Ended December 31,
                        -------------------------------------------------
                          2004                2003             Variance
                         ------              ------            --------

ATWOOD EAGLE             $ 5.3               $ 3.8              $ 1.5
ATWOOD FALCON              3.3                 2.4                0.9
SEAHAWK                    2.4                 2.1                0.3
VICKSBURG                  2.5                 2.2                0.3
ATWOOD BEACON              2.4                 2.2                0.2
RICHMOND                   2.0                 1.9                0.1
ATWOOD HUNTER              2.9                 2.9                  -
ATWOOD SOUTHERN CROSS      3.0                 4.4               (1.4)
OTHER                      1.4                 0.6                0.8
                         -----               -----              -----
                         $25.2               $22.5              $ 2.7
                         =====               =====              =====


     The  increase  in  drilling  costs  for  the  ATWOOD  EAGLE  was  due to an
approximate  $20,000  per day  higher  salary  expense  attributable  to  higher
Australian  labor  costs and  additional  rig  personnel  required  due to local
operating  requirements in Australia during the quarter ended December 31, 2004,
compared to operating in West Africa,  its location in the first  quarter of the
prior fiscal year. As mentioned  earlier,  the ATWOOD  FALCON was  relocating to
Japan for  approximately 20 days during the quarter ended December 31, 2003, and
thus,  all costs  incurred  during the  mobilization  period were  deferred  and
subsequently  amortized  over the firm  operating  portion of the contract.  The
increase in drilling  costs for the  SEAHAWK  and  VICKSBURG  were due to higher
repair and maintenance  expenses incurred on the rigs during the current quarter
as compared to the same  quarter of the prior  fiscal  year.  The  RICHMOND  and
ATWOOD  HUNTER  experienced a similar  level of drilling  costs  compared to the
first quarter of the prior year,  while drilling  costs for the ATWOOD  SOUTHERN
CROSS decreased due to the fact the rig incurred  approximately  $1.6 million of
boat towing costs while  relocating from Egypt to India during the quarter ended
December 31, 2003  compared to no such costs in the quarter  ended  December 31,
2004. Despite being under repair for the entire quarter ended December 31, 2004,
the ATWOOD BEACON incurred labor,  insurance,  supplies and other drilling costs
during the quarter. Other drilling costs have increased as the prior fiscal year
quarter includes an insurance premium refund of approximately $500,000.

                                      -17-



         An analysis of depreciation expense by rig for the three months ended 
December 31, 2004 compared to the three months ended December 31, 2003 is as 
follows:


                                         DEPRECIATION EXPENSE
                                              (In millions)
                               -------------------------------------------
                                   Three Months Ended December 31,
                               -------------------------------------------
                                 2004          2003         Variance
                                ------        ------        ---------

ATWOOD SOUTHERN CROSS           $ 1.1         $ 1.0          $ 0.1
ATWOOD FALCON                     0.7           0.7              -
VICKSBURG                         0.7           0.7              -
ATWOOD HUNTER                     1.3           1.3              -
RICHMOND                          0.2           0.2              -
ATWOOD EAGLE                      1.2           1.3           (0.1)
ATWOOD BEACON                     1.2           1.3           (0.1)
SEAHAWK                           0.1           1.2           (1.1)
OTHER                             0.0           0.1           (0.1)
                                -----         -----         ------ 
                                $ 6.5         $ 7.8         $ (1.3)
                                =====         =====         ====== 



     Effective  October 1, 2004, we extended the remaining  depreciable  life of
the SEAHAWK from 2 months to 5 years which resulted in reduction of depreciation
expense of $950,000 as discussed in Note 4. The depreciable life of this rig was
extended  based  upon a  recent  contract  that  extends  the  rig's  commercial
viability for up to 5 years,  coupled with our intent to continue  marketing and
operating the rig beyond 2 months.

     General and  administrative  expenses for the first  quarter of fiscal year
2005 increased compared to the first quarter of the prior fiscal year due to the
fact that $0.8 million in bonuses were paid during the current quarter versus no
bonus payments in the prior fiscal year.  Although the level of our  outstanding
debt has been reduced significantly from the prior fiscal year, interest expense
has only decreased slightly due to rising interest rates.

     Virtually  all of our tax  provision  for each of the  three  months  ended
December  31,  2004 and 2003  relates  to taxes  in  foreign  jurisdictions.  In
December  2004,  we received a $1.7 million tax refund in Malaysia  related to a
previously reserved tax receivable. In addition, we earned revenue from our loss
of hire  insurance  coverage  on the  ATWOOD  BEACON in a zero tax  jurisdiction
during the three months ended December 31, 2004. As a result,  our effective tax
rate for this period was  significantly  less than the United  States  statutory
rate. This effective tax rate for the current quarter is also significantly less
when compared to the first quarter of the prior year due to an operating loss in
the United States and operating losses in certain nontaxable jurisdictions which
produced an  effective  tax rate  significantly  higher  than the United  States
statutory rate for the three months ended December 31, 2003. Excluding any other
discrete  items that may be  incurred,  we expect our  effective  tax rate to be
within a range of 15 to 20% for fiscal year 2005.


                                      -18-





LIQUIDITY AND CAPITAL RESOURCES
 
 
     Due to the cyclical nature of the offshore drilling  industry,  maintaining
high equipment  utilization of our eight active drilling units in up, as well as
down,  cycles is a key factor in generating  cash to satisfy  current and future
obligations.  Since fiscal year 2000, net cash provided by operating  activities
ranged from a low of approximately  $14 million in fiscal year 2003 to a high of
approximately  $62  million  in fiscal  year  2001,  with net cash  provided  by
operating  activities in fiscal year 2004 of approximately $26 million. Net cash
provided by operating  activities  for the quarter  ended  December 31, 2004 was
approximately $19 million. We expect that in fiscal year 2005, net cash provided
by operating  activities  will range between $40 and $50 million.  Our operating
cash flows are primarily driven by our operating income,  which reflects dayrate
and  rig  utilization.   Assuming  higher  dayrates  and  strengthening   market
conditions,  we should have  higher cash flows and  earnings in fiscal year 2005
compared to fiscal year 2004.  Currently,  our existing cash commitments for the
remainder  of fiscal  year 2005 and  beyond,  outside  of  funding  current  rig
operations,  and  restoration  of the ATWOOD  BEACON  which is fully  reimbursed
through insurance, includes annual capital expenditures of $6 to $10 million for
maintenance  of our eight active  drilling rigs and  quarterly  repayments of $9
million under the term portion of our senior secured credit facility.  We expect
to generate sufficient cash flows from operations to satisfy these obligations.

     At  December  31,  2004,  we had $117  million  outstanding  under the term
portion of our senior secured credit facility.  In October 2004, upon concluding
our 1,175,000 stock offering,  we repaid the $55 million then outstanding  under
the revolving  portion of our senior secured credit  facility with proceeds from
the offering and cash on hand. In January 2005, we re-borrowed $10 million under
the revolving  portion of our senior secured credit facility.  We currently have
approximately  $89 million of  available  borrowing  capacity and with a debt to
total  capitalization  ratio  currently  less than  30%,  we expect to remain in
compliance  with all  financial  covenants  during the  remainder of fiscal year
2005. The collateral for our senior secured credit facility  consists  primarily
of  preferred  mortgages  on all eight of our  active  drilling  units  (with an
aggregate  net book value at  December  31,  2004  totaling  approximately  $391
million).  We are required to pay a fee of  approximately  .80% per annum on the
unused portion of the revolving  loan facility and certain other  administrative
costs.

     The SEASCOUT,  a  semisubmersible  hull planned for future  conversion  and
upgrade to a semisubmersible tender assist vessel, continues to be cold-stacked.
We expect that the cost to convert and upgrade the SEASCOUT to be  approximately
$70 million.  We have no current capital  commitments on the SEASCOUT,  as we do
not expect to undertake a conversion  and upgrade until an  acceptable  contract
opportunity has been secured and adequate  financing is in place. We continue to
periodically  increase and adjust our planned capital expenditures and financing
of such expenditures in light of current market conditions.

     Our portfolio of accounts  receivable  is comprised of major  international
corporate  entities with stable payment  experience.  Historically,  we have not
encountered  significant  difficulty in collecting  receivables and typically do
not  require  collateral  for  our  receivables.  The  insurance  receivable  of
approximately $25 million at September 30, 2004 and approximately $10 million at
December  31, 2004 related to repairs  made to the ATWOOD  BEACON.  We expect to
encounter no difficulty in collecting  the remaining  approximately  $10 million
due from the repairs made to the ATWOOD BEACON.

                                      -19-



                                 PART I. ITEM 3
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk,  including  adverse change in interest rates
and foreign currency exchange rates as discussed below.

INTEREST RATE RISK

     With the  interest  rate on our  long-term  debt under our  current  credit
facilities at a floating rate, the outstanding long-term debt of $117 million at
December 31, 2004 approximates its fair value. The impact on annual cash flow of
a 10% change in the  floating  rate  (approximately  45 basis  points)  would be
approximately $0.5 million,  which we do not believe to be material.  We did not
have any  open  derivative  contracts  relating  to our  floating  rate  debt at
December 31, 2004.

FOREIGN CURRENCY RISK

     Certain of our  subsidiaries  have monetary assets and liabilities that are
denominated  in a  currency  other than their  functional  currencies.  Based on
December  31,  2004  amounts,  a  decrease  in the  value of 10% in the  foreign
currencies  relative to the U.S.  dollar from the year-end  exchange rates would
result in a foreign currency  transaction  loss of  approximately  $0.6 million,
which we do not  believe  to be  material.  We did not have any open  derivative
contracts relating to foreign currencies at December 31, 2004.

                                      -20-




                                 PART I. ITEM 4
                     ATWOOD OCEANICS, INC. AND SUBSIDIARIES
                             CONTROLS AND PROCEDURES


(a)      Evaluation of Disclosure Controls and Procedures

         Our management, with the participation of our Chief Executive Officer 
         and Chief Financial Officer, evaluated the effectiveness of our 
         disclosure controls and procedures as of the end of the period covered
         by this report.  Based on that evaluation, the Chief Executive Officer 
         and Chief Financial Officer concluded that our disclosure controls and 
         procedures as of the end of the period covered by this report
         have been designed and are functioning effectively to provide 
         reasonable assurance that the information required to be disclosed by 
         us in our periodic SEC filings is recorded, process, summarized and 
         reported within the time periods specified in the SEC's rules, 
         regulations and forms.  We believe that a controls system, no matter 
         how well designed and operated, cannot provide absolute assurance that
         the objectives of the controls system are met, and no evaluation of 
         controls can provide absolute assurance that all control issues and 
         instances of fraud, if any, within a company have been detected.

(b)      Changes in Internal Control over Financial Reporting

         No change in our internal control over financial reporting occurred 
         during the fiscal quarter covered by this report that has materially 
         affected, or is reasonably likely to materially affect, our internal
         control over financial reporting.


                                      -21-




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


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         3.1.1    Restated Articles of Incorporation dated January 1972 
                  (Incorporated herein by reference to Exhibit
                  3.1.1 of our Form 10-K for the year ended September 30, 2002).
 
         3.1.2    Articles of Amendment dated March 1975 (Incorporated herein 
                  by reference to Exhibit 3.1.2 of our Form 10-K for the year 
                  ended September 30, 2002).

         3.1.3    Articles of Amendment dated March 1992 (Incorporated herein 
                  by reference to Exhibit 3.1.3 of our Form 10-K for the year 
                  ended September 30, 2002).

         3.1.4    Articles of Amendment dated November 1997 (Incorporated herein
                  by reference to Exhibit 3.1.4 of our Form 10-K for the year 
                  ended September 30, 2002).

         3.1.5    Certificate of Designations of Series A Junior Participating 
                  Preferred Stock of Atwood Oceanics, Inc. dated October 17, 
                  2002 (Incorporated herein by reference to Exhibit 3.1.5 of 
                  our Form 10-K for the year ended September 30, 2002).

         3.2      Bylaws, as amended and restated, dated January 1993 
                  (Incorporated herein by reference to Exhibit 3.2 of our 
                  Form 10-K for the year ended September 30, 1993).

         4.1      Rights Agreement dated effective October 18, 2002 between the
                  Company and Continental Stock & Transfer & Trust Company 
                  (Incorporated herein by reference to Exhibit 4.1 of our 
                  Form 8-A filed October 21, 2002).

        *31.1    Certification of Chief Executive Officer

        *31.2    Certification of Chief Financial Officer

        *32.1    Certificate of Chief Executive Officer pursuant to Section 9006
                 of Sarbanes - Oxley Act of 2002.

        *32.2    Certificate of Chief Financial Officer pursuant to Section 906
                 of Sarbanes - Oxley Act of 2002.

      *Filed herewith

                                      -22-



(b)      Reports on Form 8-K


1)      On October 5, 2004, we filed a report on Form 8-K announcing that we 
        had filed a preliminary prospectus supplement for an underwritten 
        joint public offering with a selling shareholder of a total of
        2,000,000 shares of common stock pursuant to effective shelf 
        registration statements on Form S-3 previously filed with the 
        Securities and Exchange Commission.

2)      On October 14, 2004, we filed a report on Form 8-K announcing that we 
        had entered into an underwriting agreement with Goldman, Sachs & Co., 
        Credit Suisse First Boston LLC, Jefferies & Company, Inc.,
        Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, 
        Incorporated related to our underwritten joint public offering with a 
        selling shareholder of a total of 2,175,000 shares of our common stock
        at a public offering price of $48.50 per share less the underwriters 
        discount of $2.67 per share, for net proceeds before expenses of $45.83 
        per share pursuant to effective shelf registration statement on Form 
        S-3 previously filed with the Security and Exchange Commission.

3)      On October 19, 2004, we filed a report on Form 8-K announcing the 
        closing of our underwritten joint public offering with a selling 
        shareholder of a total of 2,175,000 shares of common stock at a public
        offering price of $48.50 per share less the underwriter discount of 
        $2.67 per share, for net proceeds before expenses of $45.83 per share 
        pursuant to effective shelf registration statements on Form S-3 
        previously filed with the Securities and Exchange Commission.

4)      On October 20, 2004, we furnished a report on Form 8-K announcing that 
        the SEAHAWK had completed its contract with ExxonMobil Exploration & 
        Production Malaysia Inc. and had received a commitment from Sarawak 
        Shell Berhad ("Shell") to use the rig to drill a two-well program 
        offshore Malaysia and providing an update on contract status for our 
        other drilling units.

5)      On November 1, 2004, we filed a report on Form 8-K announcing that the 
        ATWOOD FALCON had been awarded a contract with Japan Energy Development 
        Co., Ltd. to drill one firm well with an option to drill one additional 
        well off the coast of Japan and that the ATWOOD EAGLE has been awarded
        additional work under an existing contract with Woodside Energy, Ltd.

6)      On November 16, 2004, we furnished a report on Form 8-K announcing our 
        earnings for the quarter and year ended September 30, 2004, along with 
        supporting information.


                                      -23-





                                   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:  February 9, 2005          /s/JAMES M. HOLLAND_
                                 James M. Holland
                                 Senior Vice President, Chief Financial
                                 Officer, Chief Accounting Officer and
                                 Secretary


                                      -24-




                                  EXHIBIT INDEX

EXHIBIT NO.                                 DESCRIPTION


        3.1.1   Restated Articles of Incorporation dated January 1972 
                (Incorporated herein by reference to Exhibit 3.1.1 of our 
                Form 10-K for the year ended September 30, 2002).
 
        3.1.2   Articles of Amendment dated March 1975 (Incorporated herein by 
                reference to Exhibit 3.1.2 of ourForm 10-K for the year ended 
                September 30, 2002).

        3.1.3   Articles of Amendment dated March 1992 (Incorporated herein by 
                reference to Exhibit 3.1.3 of our Form 10-K for the year ended 
                September 30, 2002).

        3.1.4   Articles of Amendment dated November 1997 (Incorporated herein 
                by reference to Exhibit 3.1.4 of our Form 10-K for the year 
                ended September 30, 2002).

        3.1.5   Certificate of Designations of Series A Junior Participating 
                Preferred Stock of Atwood Oceanics, Inc. dated October 17, 2002 
                (Incorporated herein by reference to Exhibit 3.1.5 of our 
                Form 10-K for the year ended September 30, 2002).

        3.2     Bylaws, as amended and restated, dated January 1, 1993 
                (Incorporated herein by reference to Exhibit 3.2 of our 
                Form 10-K for the year ended September 30, 1993).

        4.1     Rights Agreement dated effective October 18, 2002 between the 
                Company and Continental Stock & Transfer & Trust Company 
                (Incorporated herein by reference to Exhibit 4.1 of our 
                Form 8-A filed October 21, 2002).

      *31.1     Certification of Chief Executive Officer

      *31.2     Certification of Chief Financial Officer

      *32.1     Certificate of Chief Executive Officer pursuant to Section 906 
                of Sarbanes - Oxley Act of 2002.

      *32.2     Certificate of Chief Financial Officer pursuant to Section 906 
                of Sarbanes - Oxley Act of 2002.


      *Filed herewith

                                      -25-




                                                                  EXHIBIT 31.1

                                 CERTIFICATIONS

I, John R. Irwin, certify that:

        1.      I have reviewed this quarterly report on Form 10-Q 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 Release 34-47986]; 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

                                      -26-



         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: February 9, 2005
 
                  /s/ JOHN R. IRWIN
                  John R. Irwin
                  Chief Executive Officer
 


                                      -27-


                                                                  EXHIBIT 31.2

                                 CERTIFICATIONS

I, James M. Holland, certify that:

        1.      I have reviewed this quarterly report on Form 10-Q 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 Release 34-47986]; 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

                                      -28-



        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: February 9, 2005
 
                  /s/ JAMES M. HOLLAND
                  James M. Holland
                  Chief Financial Officer
 


                                      -29-


                                                                  EXHIBIT 32.1


                    CERTIFICATION OF CHIEF EXECUTIVE 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  Quarterly  Report of Atwood  Oceanics,  Inc. (the
"Company")  on Form 10-Q for the period ended  December 31, 2004,  as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
John R. Irwin, Chief Executive Officer of the Company,  certify,  pursuant to 18
U.S.C.  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:    February 9, 2005                 /s/ JOHN R. IRWIN
                                          John R. Irwin
                                          President and Chief Executive Officer



                                      -30-



                                                                  EXHIBIT 32.2


                    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  Quarterly  Report of Atwood  Oceanics,  Inc. (the
"Company")  on Form 10-Q for the period ended  December 31, 2004,  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. 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:    February 9, 2005                 /s/JAMES M. HOLLAND
                                          James M. Holland
                                          Senior Vice President and
                                          Chief Financial Officer

-31-