ATWOOD OCEANICS, INC.


                           15835 PARK TEN PLACE DRIVE
                              HOUSTON, TEXAS 77084



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


                                                             Houston, Texas
                                                            January__, 2006

To the Shareholders of

ATWOOD OCEANICS, INC.:



     Notice is hereby given that,  pursuant to the provisions of the Amended and
Restated Bylaws of Atwood Oceanics, Inc., the Annual Meeting of the Shareholders
of Atwood  Oceanics,  Inc.  will be held at the principal  executive  offices of
Atwood Oceanics, Inc., 15835 Park Ten Place Drive, in the City of Houston, Texas
77084, at 10:00 o'clock A.M.,  Houston Time, on Thursday,  February 9, 2006, for
the following purposes:

     1. To elect  six (6)  members  of the  Board of  Directors  for the term of
        office specified in the accompanying Proxy Statement.

     2. To approve the proposed adoption of the Amended and Restated Certificate
        of  Formation to reflect  changes in Texas law as described in the  
        accompanying Proxy Statement.

     3. To approve the proposed increase in authorized shares of Common Stock of
        the Company  from  20,000,000  shares to  50,000,000  shares as 
        described in the accompanying Proxy Statement.

     4. To approve the proposed  adoption of the Amended and Restated 2001 Stock
        Incentive Plan as described in the accompanying Proxy Statement.

     5. To transact such other  business as may properly come before the meeting
        or any adjournments thereof.

     Shareholders  of record at the close of business on December  30, 2005 will
be entitled to notice of and to vote at the Annual Meeting.

     Shareholders are cordially  invited to attend the meeting in person.  Those
who will not attend are requested to sign and promptly  mail the enclosed  proxy
for which a stamped return envelope is provided.

By Order of the Board of Directors



                                               /s/ James M. Holland
                                               JAMES M. HOLLAND, Secretary

                                        1



                         ANNUAL MEETING OF SHAREHOLDERS
                              ATWOOD OCEANICS, INC.

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

                                 PROXY STATEMENT

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

                                 January__, 2006

                        SECURITY HOLDERS ENTITLED TO VOTE

     Holders  of shares  of common  stock,  par value  $1.00 per share  ("Common
Stock") of Atwood Oceanics,  Inc.,  (hereinafter  sometimes referred to as "we",
"us", "our" or the "Company") of record at the close of business on December 30,
2005 will be entitled to vote at the Annual Meeting of  Shareholders  to be held
February 9, 2006 at 10:00 o'clock A.M., Houston Time, at our principal executive
offices,  15835 Park Ten Place Drive,  Houston,  Texas, 77084 and at any and all
adjournments thereof.

     Shareholders  who  execute  proxies  retain the right to revoke them at any
time before they are voted. A proxy,  when executed and not so revoked,  will be
voted in  accordance  therewith.  This proxy  material is first being  mailed to
shareholders on or about January__, 2006.

                         PERSONS MAKING THE SOLICITATION

     This proxy is solicited on behalf of the Board of Directors of the Company.
In  addition  to  solicitation  by mail for which we will bear the cost,  we may
request banks,  brokers and other custodians,  nominees and fiduciaries who hold
our Common Stock in street name to send proxy material to the beneficial  owners
of  stock  and to  secure  their  voting  instructions,  if  necessary.  Further
solicitation  of proxies  may be made by  telephone,  mail,  facsimile,  or oral
communication   with  some  of  our   shareholders,   following   the   original
solicitation.  All  such  further  solicitation  will  be  made  by our  regular
employees and we will bear the cost for such solicitation.

                                VOTING SECURITIES

     At the close of  business  on December  30,  2005,  the time which has been
fixed  by the  Board of  Directors  as the  record  date  for  determination  of
shareholders entitled to notice of and to vote at the meeting, we had 15,401,926
shares of Common Stock outstanding.

     The election as directors of the persons  nominated in this proxy statement
and approval of adoption of the Amended and Restated 2001 Stock  Incentive  Plan
will  require the vote of the  holders of a majority  of the shares  entitled to
vote and  represented  in person  or by proxy at a meeting  at which a quorum is
present.  Approval of the Amended and Restated  Certificate of Formation and the
increase of the authorized shares of Common Stock of the Company from 20,000,000
share to  50,000,000  shares will require the vote of the holders of  two-thirds
(2/3) of the shares  entitled to vote and represented in person or by proxy at a
meeting at which a quorum is present.  Abstentions and broker  non-votes  (which
result when a broker  holding  shares for a  beneficial  owner has not  received
timely voting  instructions on certain  matters from such beneficial  owner) are
counted for purposes of determining  the presence or absence of a quorum for the
transaction  of  business,  but will  operate to  prevent  the  election  of the
directors  nominated  in this  Proxy  Statement  or the  approval  of such other
matters as may  properly  come  before the  meeting to the same extent as a vote
withholding  authority  to vote for the  election of directors so nominated or a
vote against such other matters.

     Each  share of Common  Stock  entitles  its owner to one vote  except  with
respect to the election of directors. With respect to the election of directors,
each  shareholder  has the right to vote in  person  or by proxy  the  number of
shares  registered  in his name for as many persons as there are directors to be
elected, or to cumulate such votes and give one candidate as many votes as shall
equal the  number of  directors  to be elected  multiplied  by the number of his
shares,  or to distribute the votes so cumulated  among as many candidates as he
may desire.  In the event of cumulative  voting,  the  candidates  for directors
receiving  the  highest  number of votes,  up to the number of  directors  to be
elected, shall be elected.

                                       2


         If a shareholder desires to exercise his right to cumulate votes for
directors, the laws of the State of Texas, the State in which we are
incorporated, require the shareholder to give our Secretary written notice of
such intention on or before the day preceding the meeting. Such notice should be
sent to: Atwood Oceanics, Inc., P. O. Box 218350, Houston, Texas 77218, Attn:
James M. Holland. If any shareholder gives such notice, all shareholders have
the right to use cumulative voting at the meeting. The persons appointed by the
enclosed form of proxy are not expected to exercise the right to cumulate votes
for election of the directors named elsewhere in this Proxy Statement, although
such persons shall have discretionary authority to do so.

                             PRINCIPAL SHAREHOLDERS

         The following table reflects certain information known to us concerning
persons beneficially owning more than 5% of our outstanding Common Stock as of
close of business on December 30, 2005 based on information provided by a third
party service provider in reports prepared for us.

Name and Address                          Shares of Common Stock       Percent
                                          Beneficially Owned          of Class
-----------------                         ----------------------      --------
H&PIDC (1)                                  2,000,000                   12.99%
         1437 South Boulder Avenue
         Tulsa, Oklahoma 74119
-------------------

(1)      Mr. Helmerich, a current Director of the Company and Director nominee,
         is President, Chief Executive Officer and a director, of Helmerich &
         Payne, Inc. ("H&P"). Mr. Helmerich, together with other family members
         and the estate of W.H. Helmerich, deceased, are controlling
         shareholders of H&P, which has one hundred percent (100%) ownership of
         H&PIDC, which currently owns of record and beneficially 2,000,000
         shares of our Common Stock. Mr. Helmerich has disclaimed beneficial
         ownership of the Common Stock owned by H&PIDC.


                                       3



COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS

     The  following  table sets forth the  amount of Common  Stock  beneficially
owned as of the close of business on December 30, 2005 by each of the directors,
by each of the executive  officers,  and by all directors and executive officers
as a group.  Unless  otherwise  indicated  below,  each of the named persons and
members of the group has sole voting and  investment  power with  respect to the
shares shown.


Name of Director,                                    Shares of Common Stock        Percent
Executive Officer or Group                           Beneficially Owned            of Class
---------------------------                          ----------------------        --------

                                                                                 
Deborah A. Beck                                                   1,800 (2)            (1)
Robert W. Burgess                                                 6,000 (3)            (1)
George S. Dotson                                                  4,000 (3)            (1)
Hans Helmerich                                                    4,000 (3)(4)         (1)
William J. Morrissey                                              4,400 (3)            (1)
John R. Irwin                                                   135,200 (5)            (1)
James M. Holland                                                 55,284 (6)            (1)
Glen P. Kelley                                                   69,550 (7)            (1)
All directors and executive officers as a group (8 persons)     268,234 (8)          1.74%
------------


(1) Less than 1%.
(2) Includes 1,500 shares which may be acquired upon exercise of options. 
(3) Includes 4,000 shares which may be acquired upon the exercise of options. 
(4) See Note (1) on page 3 for more information.
(5) Includes 135,000 shares which may be acquired upon the exercise of options.
(6) Includes 53,150 shares which may be acquired upon the exercise of options.
(7) Includes 69,250 shares which may be acquired upon the exercise of options.
(8) Includes 263,200 shares which may be acquired upon the exercise of options.


                               EXECUTIVE OFFICERS

         The persons indicated below are our executive officers. The office
held, date of first election to that office and the age of each officer as of
the close of business on December 30, 2005 are indicated opposite his name.

                                                        Date of
                                                        First
     Name                    Offices Held               Election        Age
     ----                    ------------               --------        ---


     John R. Irwin           President and Chief          March         60
                             Executive Officer             1993

     James M. Holland        Senior Vice President       October        60
                             and Secretary                 1988

     Glen P. Kelley          Senior Vice President -     December       57
                             Marketing and                 2004
                             Administration

     No family  relationship exists between any of the above executive officers.
All of our officers  serve at the pleasure of the Board of Directors  and may be
removed at any time with or without  cause.  Each of our executive  officers has
served as our executive officer during the past five (5) years.

                                       4


     Mr. Irwin joined us in July 1979, serving as Operations Manager - Technical
Services. He was elected Vice President - Operations in November 1980, Executive
Vice  President  in  October  1988,  President  and Chief  Operating  Officer in
November 1992, and President and Chief Executive Officer in March 1993.

     Mr. Holland  joined us as Accounting  Manager in April 1977. He was elected
Vice  President - Finance in May 1981 and Senior Vice President and Secretary in
October 1988.

     Mr.   Kelley   rejoined  us  in  January  1983  as  Manager  of  Operations
Administration.  He was elected Vice President - Contracts and Administration in
October  1988 and Senior  Vice  President  -  Marketing  and  Administration  in
December 2004.

ITEM 1 - ELECTION OF DIRECTORS

     At the meeting,  six (6) directors  (leaving one position vacant) are to be
elected for terms of one year each.  Although  our Amended and  Restated  Bylaws
provide that the Board of Directors  consists of seven (7) persons,  we have not
yet identified a suitable nominee to fill the vacancy. Accordingly, only six (6)
persons are nominated for election as directors, and shares may not be voted for
a greater  number of persons  than the  number of  nominees  named.  All six (6)
director  nominees  are  currently  serving as  directors  and are  standing for
re-election.

     The persons  named in the enclosed form of proxy (James M. Holland and Glen
P. Kelley) have  advised that they will vote all shares  represented  by proxies
for the  election of the six (6)  nominees for  director  listed  below,  unless
authority to so vote is withheld by the shareholder.  Such persons will have the
discretion to cumulate the votes of the shares  represented  by proxy,  although
the exercise of such  discretion is not expected.  If any of the nominees listed
below becomes  unavailable for any reason, the shares represented by the proxies
will be voted for the election of such person,  if any, as may be  designated by
the Board of Directors.

                         Present        Served as
                         Position       a Director
                         with the       Continuously     Term to
Nominees                 Company        Since            Extend to       Age
--------                 ---------      -------------    ---------       ---

Deborah A. Beck          Director        February         February       58
                                           2003           2007

Robert W. Burgess        Director        September        February       64
                                           1990           2007

George S. Dotson         Director        February         February       65
                                           1988           2007

Hans Helmerich           Director        February         February       47
                                           1989           2007

John R. Irwin            Director,       November         February       60
                         President         1992           2007
                         and Chief
                         Executive
                         Officer

William J. Morrissey     Director        November          February      78
                                           1969           2007

     At all times during the previous five (5) years, Ms. Beck has been employed
by  the  Northwestern   Mutual  Life  Insurance  Company  in  various  executive
capacities including Executive Vice President - Planning and Technology,  Senior
Vice President - Insurance Operations,  Vice President - New Business,  and Vice
President of Policy  Benefits.  Ms. Beck served in the legal  department for six

                                       5


(6)  years,  three  (3) of  which  she  served  as  Assistant  General  Counsel.
Northwestern  Mutual is a leading direct  provider of individual  life insurance
and offers insurance products,  investment  products and advisory services.  Ms.
Beck's  current role as Executive  Vice  President - Planning and  Technology of
Northwestern Mutual entails  responsibility for strategic  planning,  merger and
acquisition activity,  information technology and project management. Ms. Beck's
division has a budget of $290 million per year and she oversees the direction of
750 employees.

     Until his retirement in 1999, Mr. Burgess served for over five (5) years as
Chief Financial  Officer (Senior Vice President) for CIGNA Investment  Division,
CIGNA Companies.  CIGNA is a diversified  financial  services company with major
businesses in insurance, health care, pensions and investments.

     At all times during the previous  five (5) years,  Mr. Dotson has served as
Vice  President  -  Drilling  of  H&P  and  President  of  H&PIDC.   H&P  is  an
energy-oriented company engaged in contract drilling. He serves as a director of
H&P.

     At all times during the previous five (5) years,  Mr.  Helmerich has served
as the Chief Executive Officer as well as a director of H&P.

     Mr. Irwin has been employed by us in various  executive  capacities for the
last  twenty-seven  (27) years;  of which,  the last thirteen  years he has been
President and Chief Executive Officer.

     Mr.  Morrissey  served  as  director  and  Vice  Chairman  of the  Board of
Directors of Marine  Corporation  until the end of 1987 when Marine  Corporation
was acquired by Banc One Corporation, Columbus, Ohio. Mr. Morrissey is currently
retired.

Board of Director Meetings and Committees

     The Company has standing  Audit,  Compensation,  Executive and Nominating &
Corporate  Governance  Committees.  The  following  chart  shows  the  Committee
membership and positions of each director:


                                                                            Nominating and
                                                                            Corporate
                                           Compensation      Executive      Governance
Director                Audit Committee    Committee         Committee      Committee
--------                ---------------    ------------      ---------      --------------
                                                                    
Deborah A. Beck         X                  X                                X
                        X (Financial
Robert W. Burgess       Expert)            X                                X
George S. Dotson        X                  X (Chairperson)   X              X
Hans Helmerich                                               X              X (Chairperson)
John R. Irwin                                                X
William J. Morrissey    X (Chairperson)                                     X



     The Audit Committee  members are Ms. Beck and Messrs.  Burgess,  Dotson and
Morrissey.  The Board of Directors has determined that Mr. Burgess is our "Audit
Committee  Financial  Expert" as that term is defined under the relevant federal
securities  laws and  regulations.  The Audit  Committee  functions to review in
general  terms the Company's  accounting  policies and audit  procedures  and to
supervise  internal  accounting  controls.  Our Board of Directors has adopted a
written charter for the Audit  Committee,  a copy of which is attached hereto as
Appendix A and which is also accessible on our website,  www.atwd.com. The Audit
Committee held six (6) meetings  during fiscal year 2005, of which four (4) were
telephone conferences.

     The Executive Committee,  composed of Messrs. Dotson,  Helmerich and Irwin,
meets  frequently,  generally  by  telephone  conference,  for  review  of major
decisions  and to act as  delegated  by the  Board of  Directors.  Our  Board of
Directors has adopted a written charter for the Executive  Committee,  a copy of
which is accessible on our website, www.atwd.com.

                                       6


     The Compensation  Committee members, Ms. Beck, Messrs.  Burgess and Dotson,
are responsible for  administration  of the Company's stock incentive plans, and
for review and approval of all salary and bonus arrangements. During fiscal year
2005, there were four (4) meetings of the Compensation  Committee,  of which one
(1) was a telephone  conference.  Our Board of  Directors  has adopted a written
charter for the  Compensation  Committee,  a copy of which is  accessible on our
website, www.atwd.com.

     The Nominating & Corporate  Governance  Committee  composed of Ms. Beck and
Messrs.  Burgess,  Dotson,  Helmerich  and  Morrissey  is to assist the Board of
Directors ("Board") regarding the appropriate size and composition of the Board,
as  well  as  monitoring  and  making  recommendations   regarding  the  Board's
performance.  The  Nominating  &  Corporate  Governance  Committee  held two (2)
meetings  during  fiscal  year  2005.  The  Nominating  &  Corporate  Governance
Committee will consider all director nominees recommended to it, including those
recommended by third parties such as shareholders.  Such  nominations  should be
directed to any member of the  Nominating & Corporate  Governance  Committee.  A
specific  process for  communication  between  shareholders and the Nominating &
Corporate Governance Committee is accessible on our website, www.atwd.com, under
"Investor  Information" - "Corporate Governance" - "Contact the Atwood Oceanics,
Inc. Board of Directors".  The Nominating & Corporate  Governance Committee will
evaluate all  nominees,  including  those  recommended  by third parties such as
shareholders,   for  the  following:  personal  qualities  such  as  leadership,
statesmanship and responsiveness;  general management qualities such as a global
perspective  on  the  business,  short  term  results,  strategic  thinking  and
planning,  knowledge of the business and preparedness;  financial expertise such
as value  creation,  capital  planning,  and  communications  with the financial
investment  communities;  and qualities  relating to the use of human  resources
such as developing management talent and creating an effective organization. Our
Board of Directors has adopted a written  charter for the Nominating & Corporate
Governance   Committee,   a  copy  of  which  is   accessible  on  our  website,
www.atwd.com.

     Each of the Audit Committee charter, the Compensation Committee charter and
the Nominating & Corporate  Governance  Committee charter state that each member
must be independent as required by the New York Stock Exchange Listing Standards
and as determined by the Board of Directors in its business judgment.  No member
of the Audit Committee, the Compensation Committee or the Nominating & Corporate
Governance Committee shall have a relationship to the Company that may interfere
with the  exercise of his or her  independent  judgment  and all members of such
committees  shall be non-employee  directors.  The Board of Directors has made a
determination  that each member of the Audit Committee,  Compensation  Committee
and the Nominating & Corporate Governance Committee is independent and meets the
requirements of the committee on which he or she serves.  The Board of Directors
specifically  considered the  relationship  of H&P and H&PIDC to the Company and
determined that they are not our  affiliates,  and, based on that fact and other
considerations, Messrs. Dotson and Helmerich are also not our affiliates.

     Five (5)  meetings of the Board of Directors  were held during  fiscal year
2005,  four of which were  regularly  scheduled  meetings,  with one (1) being a
conference  call.  Each  director  attended,  during  the  time  of  his  or her
membership,  at least  seventy-five  (75%)  percent  of Board  of  Director  and
Committee  meetings  to  which  he  or  she  was  assigned.   Additionally,  the
non-management  members of the Board of  Directors  held four (4)  meetings,  of
which all were in  person.  Mr.  Helmerich  presided  over the  meetings  of the
non-employee  members  of  the  Board  of  Directors  as our  "Lead  Independent
Director." The Company does not have a policy with regard to Board of Directors'
attendance  at the  annual  meeting.  Last  year,  one  member  of the  Board of
Directors, Mr. Irwin, attended the annual meeting. We have a specific process at
the  election  of the  communicating  shareholder,  for  communications  between
shareholders and either the Board of Directors as a whole or the  non-management
members of the Board of  Directors  as  detailed on our  website,  www.atwd.com,
along with other of our corporate governance guidelines.

Code of Ethics

     Included in our corporate  governance  guidelines  detailed on our website,
www.atwd.com,  is the code of ethics we have adopted and which is  applicable to
our chief executive officer and our senior financial officer,  Mr. Irwin and Mr.
Holland,  respectively We intend to satisfy the disclosure requirement regarding
any changes in our code of ethics we have adopted and or any waiver therefrom by
posting such information on our website or by filing a Form 8-K for such event.

Required Vote for Election of Directors

     Election as directors of the persons nominated in this Proxy Statement will
require  the vote of the  holders  of a majority  of the shares of Common  Stock
present or  represented  by proxy and  entitled  to vote at a meeting at which a
quorum is present.  THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR"  ELECTION AS
DIRECTORS OF THE PERSONS NOMINATED HEREIN.

                                       7



ITEM 2  PROPOSAL TO ADOPT AN AMENDED AND RESTATED CERTIFICATE OF FORMATION TO 
REFLECT CHANGES IN TEXAS LAW

General

     On  December  1, 2005,  our Board of  Directors  approved  the  Amended and
Restated  Certificate  of Formation in the form  attached  hereto as Appendix B,
subject to shareholder approval.  The current Restated Articles of Incorporation
were filed with the Texas  Secretary  of State on January 25, 1972 and have been
amended or  supplemented  by  designation  with  filings made on March 28, 1975,
March 20, 1992, November 7, 1997, and October 17, 2002. The Restated Articles of
Incorporation and all amendments or supplements  thereto are referred to in this
Proxy Statement as the "Current  Articles."  Since the original date of adoption
of the Current  Articles,  the laws of Texas  governing  corporations  have been
amended numerous times,  most recently by the adoption of the new Texas Business
Organizations Code, or TBOC.

     The TBOC will become  effective on January 1, 2006 for  entities  formed in
Texas on or after that date. Unless existing entities elect early adoption to be
governed  by the TBOC,  the TBOC will not apply to them  until  January 1, 2010.
After  January 1, 2010,  all  entities  formed in Texas will be  governed by the
TBOC.  The TBOC was  promulgated  to modernize the  provisions  governing  Texas
entities and to consolidate  existing  provisions  governing Texas entities into
one set of statutory provisions. The Board of Directors believes it to be in our
best  interest to elect early  adoption of the TBOC to take  advantage  of these
changes in Texas law. Additionally,  the Board of Directors believes it to be an
opportune  time to consolidate  the provisions of the Current  Articles into one
document for easier reference of our governing documents.

Purpose

     This proposal is primarily  intended to modernize  the Current  Articles by
conforming  them to  reflect  the  TBOC  and by  deleting  provisions  that  are
unnecessary,  ineffective or otherwise inappropriate as a result of the adoption
of the TBOC. Further, as the ability of shareholders to cumulate their votes for
directors  will no longer be the default rule for Texas  corporations  under the
TBOC,  our  Board  of  Directors  believes  it to be in  our  best  interest  to
specifically  provide for  cumulative  voting for  directors  in the Amended and
Restated Certificate of Formation,  so as to ensure that there will be no change
in the  substantive  rights of our  shareholders.  Therefore,  this  proposal is
additionally  intended to protect the current rights of our shareholders once we
are governed by the TBOC. If this proposal is approved, the Amended and Restated
Certificate  of  Formation  will  become  effective  upon  filing with the Texas
Secretary of State.  If this  proposal is not approved the TBOC will apply to us
on January 1, 2010 at the latest.

Description of Amended and Restated Certificate of Formation

     The following table sets forth a general  description of the changes to our
Current Articles  effected by the proposed  Amended and Restated  Certificate of
Formation.  The full text of the proposed  Amended and Restated  Certificate  of
Formation is set forth in Appendix B.


Current Articles                          Change Effected by
                                    Amended and Restated Certificate of Formation
                         
ARTICLE I:                  None.
Name.

ARTICLE II.                 The TBOC  provides  that  perpetual  existence  is the  default  rule for Texas
Duration.                   corporations.  Therefore,  under the TBOC the current language is redundant and
                            has been deleted.

ARTICLE III.                Current  drafting  practice is to provide that a corporation may engage "in any
Purpose.                    lawful  activity for which a corporation  may be  incorporated"  rather than to
                            enumerate   permitted   activities,   and  the  language   has  been   modified
                            appropriately.

ARTICLE IV.                 The  language  has  been  revised  to  consolidate  the  terms  of the  various
Capital Stock.              amendments and  certificate of  designations  comprising our Current  Articles.
                            The draft proposed Amended and Restated Certificate of Formation included as 
                                       
                                       8



                            Appendix B assumes the approval of the proposal in Item 3 to increase the
                            total number of authorized shares of Common Stock. If the proposal in Item 3 is 
                            not approved, then the draft language will be amended to reflect the
                            current total number of authorized shares of Common Stock.

ARTICLE V.                  The TBOC does not require this language to be included and it has been deleted.
Minimum Capital.

ARTICLE VI.                 (New  Article  V) This  language  has  been  updated  to  reflect  our  current
Registered Agent.           registered agent.

ARTICLE VII.                (New  Article  VI) This  language  has been  updated  to  reflect  our  current
Board of Directors.         members of the Board of Directors.

ARTICLE VIII.               The TBOC does not require this language to be included and it has been deleted.
Names and
Addresses of
Incorporators.

ARTICLE IX.                 The TBOC  changes  current  law so that  preemptive  rights  are no longer  the
Preemptive Rights           default  rule.  As we do  not  have  preemptive  rights  and  would  no  longer
                            required to specifically deny them if governed by
                            the TBOC, that language has been deleted.

ARTICLE X.                  (New Article VI) This language has been modified to  incorporate  references to
Director's Liability.       the TBOC.

N/A                         CUMULATIVE VOTING (New Article VIII). Under the TBOC, corporations must include 
                            a statement in their Certificate of Formation authorizing the right of
                            shareholders to cumulate their votes in the election of directors. As our 
                            shareholders currently have  this right, we want to ensure that there is no
                            change to the rights of our shareholders once we are  governed by the TBOC.



Impact of Item 3 Proposal

     The  proposal  set forth in Item 3 relates to the increase in the number of
authorized  shares of our Common  Stock.  If the proposal set forth in Item 3 is
not  approved,  and this Item 2  proposal  is,  then the  Amended  and  Restated
Certificate  of  Formation  will be adopted in the form set forth in Appendix B,
except that the total number of authorized shares of Common Stock will be twenty
million (20,000,000) as authorized by our Current Articles.

Required Vote for Approval of the Amended and Restated Certificate of Formation

     Approval of the Amended and Restated  Certificate of Formation requires the
affirmative  vote of the  holders  of  two-thirds  (2/3) of the shares of Common
Stock present or represented by proxy and entitled to vote at a meeting at which
a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDED AND
RESTATED CERTIFICATE OF FORMATION.

ITEM 3  PROPOSAL TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK OF 
        THE COMPANY

General

     Our  Current  Articles  authorize  the  issuance  of a total of  twenty-one
million  (21,000,000)  shares of capital  stock,  consisting  of twenty  million
(20,000,000)  shares of Common Stock,  each with a par value of $1.00 per share,
and one million  (1,000,000)  shares of Preferred Stock, each with no par value.
As of the close of business on December  30, 2005,  15,401,926  shares of Common
Stock were  outstanding  and no shares of Preferred Stock were  outstanding.  In

                                       9


addition,  as of the close of  business  on December  30,  2005,  we had 888,075
shares of Common Stock subject to  outstanding  stock options and 444,250 shares
of Common  Stock  reserved  for  issuance  pursuant to future  grants  under the
Company's   current  stock  incentive   plans.  Our  total  Common  Stock  share
requirement as of the close of business on December 30, 2005, was  approximately
1,329,000 shares, or the Share Requirement.

General

     On December 1, 2005, our Board of Directors  approved,  subject to approval
of our  shareholders,  the increase in the total number of authorized  shares of
Common Stock from twenty million (20,000,000) to fifty million (50,000,000). The
Board of  Directors  proposes  to effect  the  increase  in the total  number of
authorized  shares of Common Stock  either  through the adoption of the proposed
Amended and Restated Certificate of Formation as discussed Item 2 or through the
adoption of an  amendment  to the Current  Articles.  The  proposed  Amended and
Restated  Certificate  of  Formation  is set forth in full in Appendix B and the
proposed Amendment to the Current Articles is set forth in Appendix C.

     The proposed Amended and Restated Certificate of Formation or the Amendment
to the Current  Articles,  whichever is appropriate,  will become effective upon
the filing of with the Texas  Secretary of State.  The  authorized  but unissued
shares of Common  Stock would be available  for  issuance  from time to time for
such purposes and for such consideration as our Board of Directors may determine
to be appropriate  without further action by the shareholders,  except for those
instances  in  which  approval  is  required  by Texas  law or the  rules of any
national  securities  exchange or automated  quotation system on which shares of
our  Common  Stock are then  listed or traded.  Our  shares of Common  Stock are
currently listed on the New York Stock Exchange.

Purpose

     The Board of Directors believes that it is in our best interest to increase
the total  number  of  authorized  shares  of  Common  Stock so that it may have
greater  flexibility in issuance of shares of Common Stock.  In particular,  the
Board of  Directors  would  like to have  sufficient  number of shares of Common
Stock  available  to  effect a  two-for-one  stock  split in the form of a stock
dividend of one share of Common Stock for each share of Common Stock outstanding
on the record date for such stock split, which has not yet been determined.  The
Board of Directors believes that a stock split would be in our best interest and
that of our shareholders  because it would be expected to place the market price
of our Common  Stock in a range that is more  attractive  to  investors  and may
result in improved  liquidity and enhanced  trading volume for our Common Stock.
The  record  date of any  future  stock  split  would be based in part on market
factors, and therefore, no definite record date has been determined and no stock
split declared.

     Based on our  Share  Requirement,  we do not have a  sufficient  number  of
authorized  shares  of  Common  Stock  to  effect  a  two-for-one  stock  split.
Therefore, the Board of Directors approved, subject to shareholder approval, the
increase of the total  number of  authorized  shares of Common Stock from twenty
million  (20,000,000)  to fifty  million  (50,000,000).  The Board of  Directors
believes that a total of fifty million (50,000,000)  authorized shares of Common
Stock would be sufficient  to effect a  two-for-one  stock split and to meet our
business  needs as they arise without the expense or delay of a special  meeting
of shareholders to approve  additional  increases in authorized shares of Common
Stock at such time. Such business needs may include other future stock dividends
or splits, equity financings, acquisitions, new or current stock incentive plans
and other proper corporate purposes  identified by the Board of Directors in the
future.  No increase in the total number of authorized shares of Preferred Stock
is proposed.

     The overall effect of an issuance of additional  shares of Common Stock and
the existence of the Rights Agreement  between the Company and Continental Stock
Transfer and Trust Company  dated  October 18, 2002,  or Rights Plan,  may be to
render more difficult the  accomplishment of any attempted  merger,  takeover or
other  change in  control  affecting  the  Company  and/or  the  removal  of our
incumbent Board of Directors and management.  However, this proposal is not made
in response to any effort of which we are aware to  accumulate  our Common Stock
or to obtain  control  of the  Company,  nor do we intend to use the  additional
authorized  shares of Common  Stock to oppose a hostile  takeover  attempt or to
delay or prevent changes in control of management.

Effect on Rights of Shareholders

     The additional shares of authorized  Common Stock, when issued,  would have
the same rights and  privileges as the shares of Common Stock  currently  issued

                                       10


and  outstanding.  Any future  issuance of Common Stock would remain  subject to
shareholder  approval  if  required  by Texas law or the  rules of any  national
securities  exchange or automated quotation system on which shares of our Common
Stock are then listed or traded. Our shares of Common Stock are currently listed
on the New York Stock Exchange.

     Other than as  permitted or required  under the  Company's  existing  stock
incentive  plans  and  outstanding  securities,  the Board of  Directors  has no
immediate plans,  understandings,  agreements or commitments to issue additional
shares of Common Stock for any purposes other than the  two-for-one  stock split
discussed  above.  The Company  reserves the right to seek a further increase in
the total number of  authorized  shares of Common Stock from time to time in the
future as considered appropriate by the Board of Directors.

Impact of Item 2 Proposal

     The  proposal set forth in Item 2 relates to the approval of an Amended and
Restated  Certificate of Formation.  If the Amended and Restated  Certificate of
Formation is approved pursuant to the proposal set forth in Item 2 and this Item
3 proposal is also approved, then the increase in the total number of authorized
shares of Common  Stock will be effected by adoption of the Amended and Restated
Certificate of Formation.  If the Amended and Restated  Certificate of Formation
is not  approved  pursuant to the  proposal set forth in Item 2, but this Item 3
proposal is approved, then the increase in the total number of authorized shares
of Common  Stock will be effected by  adoption  of an  Amendment  to the Current
Articles. A draft of the proposed Amendment to the Current Articles is set forth
in Appendix C.

Required Vote for Approval of the Increase in the Total Number of Authorized 
Shares of Common Stock

     Approval of the increase in the total number of authorized shares of Common
Stock from twenty million  (20,000,000) to fifty million  (50,000,000)  requires
the  affirmative  vote of the  holders  of a  two-thirds  (2/3) of the shares of
Common Stock present or  represented  by proxy and entitled to vote at a meeting
at which a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE INCREASE IN THE 
TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM TWENTY MILLION 
(20,000,000) TO FIFTY MILLION (50,000,000)

ITEM 4  PROPOSAL TO ADOPT THE AMENDED AND RESTATED ATWOOD OCEANICS, INC. 2001 
        STOCK INCENTIVE PLAN

General

     On December 1, 2005, our Board of Directors adopted, subject to approval of
our  shareholders,  the Atwood  Oceanics,  Inc.  Amended and Restated 2001 Stock
Incentive  Plan which amends and  restates in its entirety the Atwood  Oceanics,
Inc. 2001 Stock Incentive Plan. The Atwood  Oceanics,  Inc. 2001 Stock Incentive
Plan as originally  adopted is referred to herein as the "Original  Plan" or the
"2001 Stock Incentive Plan." The Atwood Oceanics, Inc. 2001 Stock Incentive Plan
as  amended  and  restated  is  referred  to herein as the  "Amended  Plan." The
Original  Plan became  effective on September  6, 2001,  subject to  shareholder
approval,  which  was  subsequently  obtained.  The  Amended  Plan  will  become
effective on March 1, 2006 if approved by the  shareholders.  Awards may be made
under the Amended  Plan through  September  5, 2011,  which is 10 years from the
effective date of the Original Plan.

     The  principal  features  of the Amended  Plan are  summarized  below.  The
summary  does not purport to be a complete  statement of the Amended Plan and is
qualified in its  entirety by reference to the Amended  Plan, a copy of which is
attached as Appendix D to this Proxy Statement. Defined terms not defined herein
have the meaning set forth in the Amended Plan.

Purpose

     The Amended Plan is designed to create incentives to motivate  participants
to put forth  maximum  effort  toward our success and growth and to enable us to
attract and retain  experienced  individuals who by their position,  ability and
diligence are able to make important contributions to our success.  Participants
include our non-employee directors,  our officers and employees as well as those
of our  subsidiaries  and affiliates.  There are currently  approximately  1,100

                                       11


     potential  participants  in the Amended Plan.  The Amended Plan would amend
and restate the Original Plan in its entirety. The principal purpose in amending
and  restating  the  Original  Plan is to  change  the form of  stock  incentive
automatically  granted to non-employee  directors and to conform the language in
the Amended Plan accordingly.  Upon shareholder approval,  the Amended Plan will
automatically award to non-employee  directors restricted stock awards of Common
Stock valued at $40,000 once per fiscal year and eliminate  the automatic  grant
of 2,000 stock options to  non-employee  directors once per fiscal year provided
for under the Original Plan.  With recent  changes in accounting  pronouncements
relating to stock  incentives,  the Board of  Directors  believe it to be in our
best  interest to make  restricted  stock awards to our  non-employee  directors
rather  than grant  stock  options.  Additionally,  the  Amended  Plan  includes
amendments  to reflect  changes  in law and the  existence  of our Rights  Plan,
entered into subsequent to the approval of the Original Plan.

Shares Available

     The total number of shares of stock reserved and available for distribution
pursuant to stock  options or  restricted  stock is unchanged  under the Amended
Plan at 1,000,000 shares  (approximately 6.5% of our outstanding Common Stock as
of the close of business on December 30,  2005),  subject to  adjustment  in the
event  of  a  future  stock  dividend,   stock  split,  merger,   consolidation,
recapitalization,  reclassification,  spin off,  combination  of shares or other
similar  events.  As of the close of business on December 30,  2005,  there were
444,250  shares  remaining  for  distribution  under the  Original  Plan.  As of
December  30,  2005,  the  closing  price on the New York Stock  Exchange of our
Common  Stock was  $78.03  per  share.  Pursuant  to the  Amended  Plan,  shares
underlying the unexercised  portion of any terminated or lapsed stock option and
shares of  restricted  stock which have been  forfeited  pursuant to  applicable
restrictions  shall no longer be available for  distribution  in connection with
future awards pursuant to the Amended Plan. Under the Original Plan, such shares
were available for reissuance. The Board of Directors believes this amendment to
be in our best interest as it will be easier to ensure proper  valuation of such
stock incentives consistent with recent accounting pronouncements.

Administration

     There is no change in the  administration  of the Amended Plan. The Amended
Plan will continue to be administered by the Compensation Committee of the Board
of Directors,  which consists solely of two or more  non-employee  directors who
are  appointed  by, and serve at the  pleasure of, the Board of  Directors.  The
Compensation  Committee  has the  power  and  authority  to  grant  to  Eligible
Employees  stock options and  restricted  stock as provided in the Amended Plan,
and to determine the terms and conditions,  not  inconsistent  with the terms of
the Amended  Plan, of any award  granted,  based on such factors and criteria as
the  Compensation  Committee  shall  determine,  in  its  sole  discretion.  The
Compensation  Committee  has the  authority to  establish,  adopt or revise such
administrative rules,  guidelines and practices governing the Amended Plan as it
shall, from time to time, deem advisable;  to interpret the terms and provisions
of the Amended Plan and any award granted and any agreements  relating  thereto;
and to otherwise supervise the administration of the Amended Plan.

Eligibility

     There is no change to the eligibility of our officers and key employees and
those of our  subsidiaries  and affiliates who are responsible for or contribute
to our management, growth and/or profitability of our business,  subsidiaries or
affiliates  and who are eligible to be granted stock options  and/or  restricted
stock awards. The Amended Plan makes each of our non-employee directors eligible
to be automatically awarded shares of our Common Stock in the form of restricted
stock  awards  valued at $40,000  based on the fair  market  value of our Common
Stock on the date of grant and eliminates their automatic grant of stock options
provided for in the Original Plan. Non-employee directors will be ineligible for
discretionary grants of stock options under the Amended Plan.

Stock Options

     There is no change to the types of stock options  granted under the Amended
Plan.  The Amended Plan permits the granting of two types of options:  (i) those
that qualify as  incentive  stock  options,  or ISOs,  under  Section 422 of the
Internal  Revenue Code of 1986,  as amended,  or the Code, or (ii) those that do
not so qualify,  or Nonqualified Stock Options.  Stock options granted under the
Amended  Plan  shall be  subject  to the terms and  conditions  set forth in the
Amended  Plan  and  may  contain  such  additional   terms  and  conditions  not
inconsistent  with the terms of the Amended Plan as the  Compensation  Committee
deems  appropriate.  The option  exercise  price for each share of Common  Stock
covered by an option shall be  determined  by the  Compensation  Committee,  but
shall be not less than the fair market  value of a share of Common  Stock on the
date of grant.

                                       12


     The term of each stock option will be fixed by the Compensation  Committee,
but may not  exceed 10 years  from the date of grant in the case of an ISO or 10
years and one day after  the date of grant in the case of a  Nonqualified  Stock
Option. Stock options shall become exercisable at such time or times and subject
to  such  terms  and  conditions  (including,  without  limitation,  installment
exercise  provisions)  as shall be  determined  by the  Compensation  Committee.
Vesting provisions limiting the exercisability of stock options may be waived or
accelerated  at any  time in  whole  or in part  based  on such  factors  as the
Compensation Committee may determine.

     The  option  exercise  may be paid (i) in cash or by check,  bank  draft or
money order payable to the order of the Company, (ii) with certain requirements,
by  delivering  shares of Common Stock having a fair market value on the date of
payment equal to the amount of the exercise  price, or (iii) by a combination of
the  foregoing.  Additionally,  payment  of the  exercise  price  may be made by
delivery to us of an executed  irrevocable  option  exercise  form together with
irrevocable  instructions to a broker-dealer to sell a sufficient portion of the
shares and  deliver the sale  proceeds  directly  to us in  satisfaction  of the
exercise price.

     The  Compensation  Committee  may, in its  discretion,  authorize  all or a
portion of any  Nonqualified  Stock  Options to be granted on terms which permit
transfer by the Eligible  Employee to (i) the ex-spouse of the Eligible Employee
pursuant to the terms of a domestic  relations order, (ii) the spouse,  children
or  grandchildren  of the  Eligible  Employee,  (iii) a trust or trusts  for the
exclusive  benefit of the spouse,  children  or  grandchildren  of the  Eligible
Employee,  or (iv) a partnership in which the spouse,  children or grandchildren
of the Eligible  Employee are the only partners;  provided in each case that (x)
there  may be no  consideration  for any such  transfer,  (y) the  stock  option
agreement  pursuant to which such stock  options are granted must be approved by
the Compensation Committee,  and must expressly provide for transferability in a
manner  consistent  with  the  foregoing,   and  (z)  subsequent   transfers  of
transferred  stock options  shall be prohibited  except those made in accordance
with the  transferability  provisions  of the Amended  Plan or by will or by the
laws of descent and  distribution.  Following  transfer,  any such stock options
shall continue to be subject to the same terms and conditions as were applicable
immediately  prior to  transfer.  Except as set forth in the Amended Plan and in
the applicable stock option agreement,  no stock option shall be transferable by
the  Eligible  Employee  otherwise  than  by will  or by  laws  of  descent  and
distribution,  and all stock options shall be  exercisable,  during the Eligible
Employee's lifetime, only by the Eligible Employee.

     If an Eligible  Employee's  employment by the Company or any  subsidiary or
affiliate terminates by reason of retirement,  death or disability, the Eligible
Employee (or his personal representative in the case of death) shall be entitled
to  purchase  all or any part of the shares  subject to any (i) vested ISO for a
period of up to three months from such date of termination (one year in the case
of death or  disability  in lieu of the three  month  period),  and (ii)  vested
Nonqualified  Stock  Option  during the  remaining  term of such  option.  If an
Eligible Employee's  employment terminates for any reason, the Eligible Employee
shall be  entitled  to  purchase  all of any part of the  shares  subject to any
vested  stock  option  for a period  of up to three  months  from  such  date of
termination.  In no event shall any stock option be exercisable past the term of
the stock  option.  The  Compensation  Committee  may,  in its sole  discretion,
accelerate  the vesting of unvested stock options in the event of termination of
employment of any Eligible Employee.

Restricted Stock

     Under the Amended Plan,  there is no  substantive  change from the Original
Plan in the terms of restricted stock which may be issued to Eligible  Employees
except that the restriction period is established as a minimum of six months and
a maximum of ten years.  Shares of  restricted  stock may be issued to  Eligible
Employees  either alone or in addition to other awards granted under the Amended
Plan. The Compensation Committee shall determine Eligible Employees to whom, and
the time or times at which, such grants will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient of an award, the time or
times  within  which such  awards may be  subject to  forfeiture,  and all other
conditions of the awards.  The  Compensation  Committee may condition  grants of
restricted  stock upon the  attainment  of specified  performance  goals or such
other factors or criteria as the Compensation Committee may determine.

     The  Amended  Plan  adds  an  automatic  restricted  stock  award  to  each
non-employee  director  during  each fiscal  year of the  Company.  Non-employee
directors were ineligible to receive  restricted stock awards under the Original
Plan. The number of shares of Common Stock included in the automatic  restricted
stock award shall be the number of shares of Common Stock  equivalent to $40,000
based on the fair market  value of a share of Common Stock on the date of grant.

                                       13


The automatic  restricted stock award to non-employee  directors vests 100% upon
grant, but has a three year restriction period.  During the first fiscal year in
which the Amended Plan is  effective,  the date of grant will be the date of the
first meeting of the Board of Directors  following the later of (i)  shareholder
approval  of  the  Amended  Plan  and  (ii)  each  such   director's   election,
re-election,  appointment or  re-appointment.  In subsequent  fiscal years,  the
award of restricted stock to non-employee  directors shall be the earlier of the
date of the first  meeting of the Board of Directors  (a) during any such fiscal
year  and  (b)  each  such  director's  election,  re-election,  appointment  or
re-appointment.  No award of  restricted  stock shall be made to a  non-employee
director more than once per fiscal year.

     During the restriction period, (three years for non-employee  directors and
a minimum of six months for Eligible  Employees) the recipient  shall have, with
respect  to the shares of  restricted  stock  covered  by any award,  all of the
rights of a shareholder of the Company,  including the right to vote the shares,
the  right to  receive  any  dividends,  and the  right to  purchase  securities
pursuant to the Rights  Plan.  Other  restrictions  on  restricted  stock awards
granted  to  non-employee  directors  shall be  determined  by the  Compensation
Committee,  subject to the terms of the Amended Plan.  There is no change to the
restrictions on Eligible  Employees under the Amended Plan.  Except as otherwise
provided in the Amended  Plan and the  applicable  award  agreement,  during the
restriction  period  established  by the  Compensation  Committee,  the Eligible
Employee shall not be permitted to sell, transfer, pledge, exchange, hypothecate
or otherwise dispose of the shares of restricted stock awarded under the Amended
Plan. Based on service, performance and/or such other factors or criteria as the
Compensation  Committee may determine,  the Compensation Committee may, however,
at or after grant  provide for the lapse of such  restrictions  in  installments
and/or  may  accelerate  or waive  such  restrictions  in  whole or in part.  In
addition,  certain restrictions or restricted stock lapse upon death, disability
of the  Participant,  retirement  of the  Participant,  or Change of Control (as
discussed below).

Change in Control Provisions

     The Amended  Plan makes no change in the Change of Control  provisions  set
forth  in the  Original  Plan and  provides  that in the  event  of a Change  in
Control,  (i) any or all  stock  options  awarded  under  the  Amended  Plan not
previously  exercisable  and vested shall become fully  exercisable  and vested;
(ii) the  restrictions  applicable to any or all  restricted  stock awards shall
lapse and such shares and awards shall be fully vested. In addition, at any time
prior to or after a Change in Control, the Compensation Committee may accelerate
awards  and waive  conditions  and  restrictions  on awards to the extent it may
determine to be appropriate.

Amendments and Termination

     Under the Amended Plan, there is no change in the authority of the Board of
Directors  or  Compensation  Committee  to  amend  the  Amended  Plan  or  award
agreements  or to terminate  the Amended  Plan.  With the exception of repricing
Options or canceling and reissuing  Options at a lower exercise price, the Board
of Directors may amend,  suspend or terminate the Amended Plan at any time,  but
no amendment,  suspension,  or  termination  shall affect any  restriction on or
terms of any previously  granted award granted under the Amended Plan,  increase
the total  number of shares  reserved for purposes of the Amended Plan except as
specifically  provided for in the Amended  Plan,  or modify any provision of the
Amended  Plan  which  would  materially  increase  the  benefit or rights of any
Participant.  With the exception of repricing Options or canceling and reissuing
Options at a lower  exercise  price,  the  Compensation  Committee may amend the
terms of any stock option or other award theretofore  granted,  prospectively or
retroactively,  but no such amendment shall impair the rights of any Participant
without his or her consent.

Federal Income Tax Consequences

     The  following   summary  is  a  description  of  the  federal  income  tax
consequences  to the Participant and to us of the issuance and exercise of stock
options and restricted  stock granted  pursuant to the Amended Plan. The summary
does  not  purport  to be  complete,  does  not  attempt  to be a  comprehensive
description of all possible tax effects,  and does not discuss  state,  local or
non-U.S. tax consequences except as set forth below.

     ISO's.  The grant of an ISO will not be treated  as  taxable  income to the
Eligible  Employee for federal tax purposes,  and will not result in a deduction
for us for tax purposes,  provided that no  disposition  is made by the Eligible
Employee of the shares  acquired  pursuant to the ISO within two years after the
date of grant of the ISO nor  within  one year  after  the date of  issuance  of
shares to the Eligible Employee pursuant to the ISO. In general,  on exercise of
an ISO, the Eligible Employee will not recognize any taxable income, and we will
not be entitled to a deduction for tax purposes, although exercise of an ISO may

                                       14



give rise to liability under the alternative minimum tax provisions of the Code.
Upon the sale or  exchange of the shares at least two years after the grant date
of the ISO and one  year  after  the  exercise  date of the  ISO,  the  Eligible
Employee will recognize  long-term  capital gain or loss based on the difference
between  (i) the  amount  realized  upon the sale or  other  disposition  of the
purchased  shares and (ii) the  exercise  price paid for such  shares.  If these
holding periods are not satisfied, the Eligible Employee will recognize ordinary
income (and we will be entitled to a deduction  for tax  purposes)  in an amount
equal to the difference between the exercise price and the lower of (i) the fair
market  value of the shares on the date the ISO was  exercised  or (ii) the sale
price of such shares. A different rule for measuring ordinary income upon such a
premature  disposition  may apply if the Eligible  Employee is also our officer,
director or 10%  shareholder.  Any gain  recognized by the Eligible  Employee on
such a premature  disposition  of the shares in excess of the amount  treated as
ordinary income will be characterized as capital gain.

     Nonqualified Stock Options. No taxable income is reportable by the Eligible
Employee at the time a Nonqualified Stock Option is granted. Upon exercise,  the
amount by which the fair market  value of the  purchased  shares on the exercise
date exceeds the exercise  price of the option will  generally be taxable to the
Eligible Employee as ordinary income and deductible by us for tax purposes. Upon
disposition of the shares,  appreciation or depreciation after the exercise date
is treated as a  short-term  or  long-term  capital gain or loss to the Eligible
Employee and will not result in any deduction by us.

     Restricted Stock. In general, a Participant who receives a restricted stock
award will recognize ordinary  compensation income on the difference between the
fair  market  value of the  shares  on the date  when the  shares  are no longer
subject  to a  substantial  risk of  forfeiture  (as such term is defined in the
Code) and any amount paid for the shares,  and the Company will be entitled to a
deduction  for  tax  purposes  in the  same  amount.  Any  gain  or  loss on the
Participant's  subsequent  disposition  of  the  shares  will  receive  long  or
short-term  capital gain or loss  treatment  depending on how long the stock has
been held since the restrictions lapsed.

     If a  Participant  receiving a stock award  makes a timely  election  under
Section  83(b) of the Code to have the tax  liability  determined at the date of
grant rather than when the  restrictions  lapse,  the Participant will recognize
ordinary  compensation  income in an amount equal to the difference  between the
fair  market  value of the  stock on the date of  issuance  of the stock and any
amount paid for such stock, and we shall be entitled to a deduction at that time
of the same amount treated as ordinary  compensation  income to the Participant.
If such an election is made, the  Participant  recognizes no further  amounts of
compensation income upon the lapse of any restrictions,  and any gain or loss on
subsequent  disposition  will be long or short-term  capital gain or loss to the
Participant. The Section 83(b) election must be made within thirty days from the
time the restricted stock is issued to a Participant.

     Deductibility of Compensation. The Amended Plan has been designed to permit
the Compensation Committee to grant awards that qualify as performance-based for
purposes  of  satisfying  the  conditions  of  Section  162(m) of the Code,  and
accordingly,  we  anticipate  that  any  compensation  deemed  paid by us to our
executive  officers as a result of stock options or restricted stock will remain
deductible  by us unless  exercises of awards by any of our  executive  officers
result in total  compensation  exceeding  $1,000,000 in any one year, which will
result in the excess amount not being deductible for income tax purposes.

     Withholding.  No later  than the date as of which an amount  first  becomes
includible  in the gross  income  of the  Participant  for  federal  income  tax
purposes with respect to any stock option or other award under the Amended Plan,
the Participant  shall pay to us, or make any  arrangements  satisfactory to the
Compensation  Committee  regarding  the payment of, any federal,  state or local
taxes of any kind  required by law to be withheld  with  respect to such amount.
Unless otherwise  determined by us, withholding  obligations may be settled with
Common Stock,  including  Common Stock that is part of the award that gives rise
to the withholding requirement.  Generally, we will not withhold any amount from
awards  made to  directors  in such  capacity,  as those  awards are  treated as
self-employment income, and, as such, are not subject to withholding.

Awards Pursuant to the Amended Plan

     If (i) the Amended Plan receives  shareholder  approval,  (ii) the nominees
proposed  for the Board of  Directors  are  elected at the  annual  shareholders
meeting,  and (iii) each  nominee who is not  currently  our  employee  does not
become our employee by the time of award,  the  following  awards to the persons
indicated  below  would be made at the first  meeting of the Board of  Directors
following each such person's election or re-election to the Board of Directors:

                                       15


               Name*                         Value              Number of Units
             ---------                      -------            ----------------

Non-employee Directors

Deborah A. Beck                             $____________        Undetermined**
Robert W. Burgess                           $____________        Undetermined**
George S. Dotson                            $____________        Undetermined**
Hans Helmerich                              $____________        Undetermined**
William J. Morrissey                        $____________        Undetermined**
                                             ============
    Non-employee Director Group Total       $____________        Undetermined**

     * See the chart on p. 6 for the position and Committee  memberships held by
each person indicated above.

     ** The number of shares  included  in the  restricted  stock  award will be
dependent on the fair market value of our Common Stock on the date of grant, and
therefore  cannot be determined  until that date.  Based on $78.03,  the closing
price of our Common Stock on December 30, 2005,  each of the above persons would
receive restricted stock awards in the amount of 513 shares of our Common Stock,
for a total  automatic grant of 2,565 shares of our Common Stock if made on that
date.

     As  non-employee  directors are not executive  officers of the Company,  no
executive  officer would be  guaranteed  an award  pursuant to the Amended Plan,
should it receive shareholder approval. As provided for under the Original Plan,
awards except those made to non-employee directors under the Amended Plan are at
the discretion of the Compensation Committee, and are, therefore, undeterminable
at this time.

Required Vote to Adopt the Amended and Restated Atwood Oceanics, Inc. 2001 
Stock Incentive Plan

     Approval to adopt the Amended and Restated Atwood Oceanics, Inc. 2001 Stock
Incentive Plan requires the affirmative vote of the holders of a majority of the
shares of Common Stock present or represented by proxy and entitled to vote at a
meeting at which a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THE AMENDED AND 
RESTATED ATWOOD OCEANICS, INC. 2001 STOCK INCENTIVE PLAN.

                             EXECUTIVE COMPENSATION

     In accordance with the SEC executive compensation  disclosure  requirements
under Item 402 of Regulation S-K, the compensation tables and other compensation
information   included  in  this  Proxy   Statement   are  presented  to  enable
shareholders to better understand the compensation of our executive officers.

     The Compensation Committee is composed of three (3) non-employee directors.
Our compensation  program is administrated by the Compensation  Committee of the
Board of Directors.  The members of the Compensation Committee are governed by a
Charter duly adopted by the Board of  Directors,  which require that each member
be independent as required by the New York Stock Exchange Listing  Standards and
as determined by the Board of Directors in its business  judgment.  No member of
the  Compensation  Committee may have a  relationship  to the Company that would
interfere  with the exercise of his or her  independent  judgment.  The Board of
Directors  has  made a  determination  that  each  member  of  the  Compensation
Committee is  independent.  The Board of Directors  specifically  considered the
relationship  of H&P and H&PIDC to the Company and determined  that they are not
our affiliates, and, based on that fact and other considerations, Messrs. Dotson
and Helmerich are also not our affiliates.  Following review and approval by the
Compensation  Committee,  all issues  pertaining to executive  compensation  are
submitted to the full Board of Directors  for  approval.  Our Board of Directors
has adopted a written charter for the Compensation Committee, a copy of which is
accessible on our website, www.atwd.com.

        REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
                              ATWOOD OCEANICS, INC.

TO:  The Board of Directors

                                       16



         As members of the Compensation Committee, it is our duty to review
compensation levels of our executive officers and to administer our stock
incentive plans.

Compensation Policies for Executive Officers

     Our  executive  compensation  policies are designed to provide  competitive
levels of compensation that integrate pay with performance, recognize individual
initiative and achievements, and assist us in attracting and retaining qualified
executives.  The  Compensation  Committee  relies in large part on  compensation
studies for the determination of competitive compensation. These studies include
salary and bonus compensation data from several competitor companies. Also, when
the Compensation  Committee contemplates the awarding of stock incentives to our
executives, we consider the nature and amount of stock awards made by competitor
companies to their executive  officers.  In order to implement these objectives,
we have developed a straightforward  compensation  package consisting of salary,
discretionary  annual bonus,  and periodic  grants of stock options or awards of
restricted stock pursuant to  shareholder-approved  stock incentive plans.  Each
element of the  compensation  package  serves a particular  purpose.  Salary and
bonus are  primarily  designed  to reward  current  and past  performance.  Base
salaries  are  conservatively  set to  recognize  individual  performance  while
attempting to be appropriate  based upon peer group  reviews.  Annual bonuses to
executive  officers  are  awarded  based upon  corporate  performance  criteria,
competitive  considerations,  and our  determination of individual  performance.
Grants of stock options or awards of restricted stock are primarily  designed to
tie a portion of each executive's  compensation to long-term future performance.
We believe that stock ownership by management through  stock-based  compensation
arrangements is beneficial in aligning management's and shareholders'  interest.
The value of these awards will increase or decrease  based upon the future price
of our Common Stock.

     In determining  executive  compensation for fiscal year 2005, we considered
our overall historical performance and future objectives. With an improvement in
the our  operating  performance  in fiscal year 2004  coupled  with an improving
market  environment  supporting  continuing   improvements  in  cash  flows  and
earnings,  bonuses  were  awarded to our  executive  officers in  December  2004
ranging from $60,000 to $125,000.  We also granted salary increases effective on
January 1, 2005 to the officers of approximately 5% and awarded stock options.

     Section  162(m)  of  the  Internal   Revenue  Code  provides  that  certain
compensation to certain executive officers in excess of $1 million annually will
not be  deductible  for  federal  income  purposes.  Except for Mr.  Irwin,  the
compensation  levels  of  our  executive  officers  are  below  the  $1  million
threshold.  Due to exercising stock options during fiscal year 2005, Mr. Irwin's
total  compensation,  for fiscal year 2005, exceeded $1 million by approximately
$200,000.

Compensation Paid to the Chief Executive Officer

     Mr. Irwin's  compensation is determined in the same manner as described for
the other executive officers.  Based on the Company's performance in fiscal year
2004  coupled  with  an  improving  market  environment   supporting  continuing
improvements  in cash  flows and  earnings,  Mr.  Irwin  was  awarded a bonus of
$125,000 in December  2004. He was also granted a salary  increase  effective on
January 1, 2005 of approximately 5%.

     In addition,  the Compensation Committee in December 2004 awarded Mr. Irwin
stock options to purchase  40,000 shares of Common  Stock.  The Committee  based
this award on its  subjective  assessment of Mr.  Irwin's  performance  as Chief
Executive Officer and President.

                     SUBMITTED BY THE COMPENSATION COMMITTEE

 George S. Dotson, Chairman  Deborah A. Beck, Member  Robert W. Burgess, Member

December 30, 2005

     Notwithstanding  SEC filings by the Company that have  incorporated  or may
incorporate by reference other SEC filings  (including this proxy  statement) in
their  entirety,   the  Report  of  the  Compensation  Committee  shall  not  be
incorporated  by  reference  into  such  filings  and  shall not be deemed to be
"filed" with the SEC except as specifically  provided otherwise or to the extent
required by Item 402 of Regulation S-K.
   
                                    17


                              EXECUTIVE AGREEMENTS

     The Company entered into Executive Agreements,  on September 18, 2002, with
Messrs. Irwin, Holland and Kelley. The Executive Agreements address the terms of
executive  employment  and  compensation  in  the  event  of  a  termination  of
employment due to a change of control in our ownership. The Executive Agreements
state that a change in  control  occurs  (a) in the event of an  acquisition  or
formal tender offer by any individual,  entity or group of beneficial  ownership
of twenty percent (20%) of (i) the then  outstanding  shares of our Common Stock
or (ii) the combined  voting  power of our then  outstanding  voting  securities
entitled to vote  generally  in the election of  directors  (certain  exceptions
apply);  b) sale of  substantially  all of our  assets;  or (c) a change  of the
majority of the members of our Board of  Directors.  In the event of a change of
control,  Messrs.  Holland and Kelley  shall remain in the employ of the Company
following such change of control for one year and six months and Mr. Irwin shall
remain in the employ of the Company for two years and six months  following such
change in control.  During such  employment  terms,  the executive shall receive
base salary,  annual bonus;  incentive,  savings and  retirement  plan benefits,
welfare plan  benefits;  executive  life  insurance  benefits;  indemnification'
expenses and  vacation  commensurate  with those  benefits  that the  executives
enjoyed prior to the change in control. The Executive Agreements each have three
(3) year "evergreen"  terms in that they  automatically  extend so as to cover a
three (3) year period from any date then in effect  unless we give notice to the
executive that the term will no longer be so extended.

Compensation Committee Interlocks and Insider Participation

     Ms.  Beck and  Messrs.  Burgess  and  Dotson,  the  current  members of the
Compensation  Committee,  were the only  persons who served on the  Compensation
Committee during the 2005 fiscal year.

     No member of our  Compensation  Committee  of the Board of  Directors  was,
during the 2005 fiscal year, an officer or employee of the Company or any of its
subsidiaries,  or  was  formerly  an  officer  of  the  Company  or  any  of its
subsidiaries or had any relationships  requiring disclosure by us under Item 404
of Regulation S-K, except for the relationships of Messrs.  Dotson and Helmerich
with H&P and H&PIDC discussed above. We jointly conducted a public offering with
H&PIDC for  shares of our  Common  Stock as more  fully  described  in  "Related
Transaction" on page 14.

     During the Company's 2005 fiscal year, no executive  officer of the Company
served as (i) a member of the  compensation  committee (or other board committee
performing  equivalent  functions)  of another  entity,  one of whose  executive
officers  served on our  Compensation  Committee,  (ii) a  director  of  another
entity,  one of whose executive  officers served on our Compensation  Committee,
and (iii) a member of the  compensation  committee  (or  other  board  committee
performing  equivalent  functions)  of another  entity,  one of whose  executive
officers served as our director.

                               COMPENSATION TABLES

     The SEC  compensation  disclosure  rules require that various  compensation
information be presented in various tables as set forth below.


                           SUMMARY COMPENSATION TABLE

                                                     Annual Compensation                       Long Term
                                                                                              Compensation


                                                                                            Shares of Common
                                                                                                 Stock
                                     Fiscal                                Other Annual        Underlying           All Other
Name and Principal Position           Year      Salary         Bonus       Compensation        Options (A)        Compensation (B)
---------------------------          -----      ------         -----      ------------          --------           ------------    
                                                                                                   (#)                  ($)
                                                                                                       
John R. Irwin                        2005       $396,753      $125,000         $---              40,000               67,295
  President and Chief                2004        372,150        ---            ---               40,000               50,791
    Executive Officer                2003        355,251       140,000         ---               10,000               57,083

James M. Holland                     2005        230,358       60,000          ---               15,000               33,553
  Senior Vice President              2004        214,008        ---            ---               20,000               25,918
  and Secretary                      2003        203,508       60,000          ---                ---                 29,988

                                       18



Glen P. Kelley                       2005        224,874       60,000          ---               15,000               33,765
  Senior Vice President -            2004        208,418        ---            ---               20,000               26,777
  Marketing and Administration       2003        196,068       60,000          ---                ---                 28,473


     (A) The exercise  price of each option is equal to the fair market value of
a share of Common Stock on the date of grant, or $49.23,  $27.00,  and $30.06 on
such dates in fiscal years 2005, 2004, and 2003,  respectively. 

     (B) The amounts shown in the "All Other  Compensation"  columns are derived
from the following:


                               Annual Company Contribution
                                   to the defined                  Company paid term life           Total
                                 contribution plan                and insurance premiums
                                 -----------------------------     -----------------------         --------


                                                                                           
      Mr. Irwin         2005            $52,175                        $15,120                     $67,295
                        2004             37,215                         13,576                      50,791
                        2003             49,525                          7,558                      57,083

      Mr. Holland       2005             29,036                          4,517                     $33,553
                        2004             21,401                          4,517                      25,918
                        2003             26,351                          3,637                      29,988

      Mr. Kelley        2005             28,487                          5,278                     $33,765
                        2004             20,841                          5,936                      26,777
                        2003             25,607                          2,866                      28,473




                                                            OPTION GRANTS TABLE

                              Individual Grants Made in Fiscal Year 2005
                ----------------------------------------------------------------------- --------------------------------------------
                   Number of                                                                   Potential Realizable Value
                   Shares of        Percentage of                                                   at Assumed Annual
                  Common Stock      Total Options                                              Rates of Common Stock Price
                   Underlying         Granted To                                              Appreciation for Option Term
                    Options          Employees in     Exercise Price       Expiration
Name                Granted        Fiscal Year 2005       ($/Share)           Date              5% ($)                10% ($)
------           -------------    -----------------   ---------------     -----------          ---------            -----------
                     (A)(#)
                                                                                                         
Irwin              40,000(B)             25%                49.23          12/01/2014          1,238,400             3,138,400

Holland            15,000(B)             10%                49.23           12/01/2014           464,400             1,176,900

Kelley             15,000(B)             10%                49.23           12/01/2014           464,400             1,176,900



     __________  - (A) The  options  were  granted for a term of ten (10) years,
subject to earlier  termination  in certain  events  related to  termination  of
employment.  Each option  entitles  the option  holder to purchase  one share of
Common  Stock at an exercise  price equal to the fair market value of a share of
Common  Stock on the date of grant.  Twenty-five  percent  (25%) of such options
become  exercisable at each of one (1) year, two (2) years,  three (3) years and
four (4)  years,  respectively,  from  the date of  grant.  Subject  to  certain
conditions, the exercise price may be paid by delivery of shares of Common Stock
owned by the option  holder prior to the option  exercise,  and tax  withholding
obligations  related to exercise may be paid by offset of  underlying  shares of
Common Stock.

                                       19


(B) These options were granted on December 4, 2003 pursuant to our 2001 Stock
Incentive Plan. See Item 4 for a discussion of the proposal to adopt and Amended
and Restated 2001 Stock Incentive Plan.



                              OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE TABLE

                                                                             Number of
                                                                             Shares of
                                                                            Common Stock
                             Shares of Common                                Underlying             Value of Unexercised
                              Stock Acquired             Value              Unexercised             In-the-Money Options
Name                        on Exercise during         Realized              Options at            at Sept. 30, 2005 (A)
                               Fiscal 2005                ($)             Sept. 30, 2005                    ($)
--------                    ------------------     -------------          ---------------         ----------------------         
                                   (#)                                          (#)
                                                                            Exercisable/                Exercisable/
                                                                           Unexercisable                Unexercisable
                                                                           -------------            --------------------
                                                                                              
Irwin                             12,500                636,215            120,750/91,250           6,326,934/4,246,289

Holland                           11,500                529,766            62,150/39,750            3,203,703/2,404,074

Kelley                            13,000                662,601            66,250/39,750            3,472,839/2,690,124


-------------
(A) Calculated based upon the September 30, 2005 fair market value of $84.21 per
share of Common Stock, less the exercise price of each option. There is no
guarantee that options will have the indicated value if and when exercised.

     SECURITIES AUTHORIZED FOR ISSUANCE UNDER OUR EQUITY COMPENSATION PLANS

     The following table provides information regarding the status of securities
authorized  for issuance  under our stock  incentive  plans as of September  30,
2005. All of our stock  incentive  plans were approved by our  shareholders  and
provide for the issuance of shares of our Common Stock in the form of restricted
stock awards or upon the exercise of stock options granted under the plans.  Our
stock incentive plans do not provide for the issuance of warrants or rights.


   Number of shares of Common        Weighted-average exercise       Number of shares of Common
   Stock to be issued upon           price of outstanding options    Stock available for future
   exercise of outstanding options                                   issuance under equity
                                                                     compensation plans
                                                                     (excluding securities to be
                                                                     issued upon exercise of
                                                                     outstanding options)


                                                                   
   851,650                           $35.28                          538,250



                             AUDIT COMMITTEE CHARTER

     The Audit  Committee is composed of four (4)  non-employee  Directors.  The
members of the Audit  Committee  are  governed by a Charter  duly adopted by the
Board of Directors,  which requires their  independence  from  management of the
Company or their freedom from any other relationship, which would interfere with
their  independent  judgment.  Mr. Dotson,  an Audit Committee  member,  has key
employment positions with H&P and its wholly-owned subsidiary,  H&PIDC; however,
the Board has made a determination that under Rule 10A-3 of the Exchange Act and
the New York Stock Exchange  listing  standards,  H&P and H&PIDC do not meet the
definition of  affiliates,  and  accordingly,  Mr. Dotson is not our  affiliate.
Further, under the current New York Stock Exchange listing standards,  the Board
of Directors has made a  determination  that all members of the Audit  Committee
meet the Audit Committee Charter independence requirements.  The Audit Committee
Charter is accessible on our website, www.atwd.com.

                                       20


Report of the Audit Committee of the Board of Directors of Atwood Oceanics, Inc.

The Board of Directors

     Management is primarily  responsible  for our financial  statements and the
reporting    process,    including    the   systems   of   internal    controls.
PricewaterhouseCoopers  ("PWC"),  the Company's  independent  registered  public
accounting  firm, is  responsible  for  performing an  independent  audit of the
Company's   consolidated  financial  statements  in  accordance  with  generally
accepted audit standards (GAAS) and for issuing a report on those statements. As
the Audit  Committee,  we oversee the financial  reporting  process and internal
control system on behalf of the Board of Directors.  The Audit  Committee met in
person two (2) times,  with an additional  four (4)  conference  call  meetings,
during  fiscal year 2005.  At various  times during the fiscal  year,  the Audit
Committee met with PWC and the internal  auditors,  with and without  management
present.

     In the course of fulfilling our oversight responsibilities, we reviewed and
discussed the audited financial statements,  as well as Management's  Discussion
and  Analysis,  included  in the  Company's  Annual  Report on Form 10-K for the
fiscal year ended September 30, 2005, with management and PWC.

   This review included a discussion of, among others:

  o  All critical accounting policies followed by the Company;
  o  The reasonableness of significant financial reporting issues and
     judgments made in connection with the preparation of the Company's
     financial statements, including the quality of the Company's
     accounting principles;
  o  The clarity and completeness of financial disclosures;
  o  The adequacy of internal controls that could significantly affect the
     Company's financial statements; 
  o  Items that could be accounted for using alternative treatments within 
     GAAP and the treatment preferred by PWC; 
  o  Any internal control points raised by PWC and any unadjusted differences 
     noted by PWC during its audit of the Company's financial statements; and
  o  The potential effects of regulatory and accounting initiatives, as
     well as any off balance sheet structures, on the Company's
     financial statements.

     We have  discussed  with  PWC  the  matters  required  to be  discussed  by
Statement on Auditing Standards No. 61, Communications With Audit Committees, as
modified  or  supplemented,  by the  Auditing  Standards  Board of the  American
Institute of Certified Public Accountants.

     We have received and reviewed the written  disclosures  and the letter from
PWC required by Independence Standard No. 1, Independence Discussions with Audit
Committees,  as modified or supplemented,  by the Independence  Standards Board,
and have discussed with PWC its  independence.  We reviewed the  independence of
PWC from the Company and its  management and reviewed and approved the Company's
policies regarding the provision of non-audit services by PWC to the Company and
the hiring of employees of PWC by the Company.

     As the  Audit  Committee,  we  recommended  to the Board of  Directors  the
selection of PWC as the Company's independent registered public accounting firm.

         Additionally, we

  o   Reviewed the scope of an overall plan for the annual audit and the 
      internal audit program; 
  o   Reviewed fees for all services provided by PWC; 
  o   Consulted with management and PWC regarding risk management; 
  o   Reviewed the adequacy of certain financial policies;
  o   Considered PWC's quality control procedures; 
  o   On a quarterly basis, reviewed the Company's financial results prior 
      to their public issuance; and 
  o   Reviewed significant legal developments.


                                       21


     Based on the review and discussions  referred to above, we recommend to the
Board of Directors that the audited  financial  statements  referred to above be
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2005 to be filed with the Securities and Exchange Commission.

                         Audit Committee

                         William J. Morrissey, Chairman
                         Robert W. Burgess, Member (Financial Expert)
                         Deborah A. Beck, Member
                         George S. Dotson, Member

December 13, 2005

                     FISCAL YEAR 2005 AUDIT FIRM FEE SUMMARY

     During  fiscal  years  2005 and 2004,  PWC was our  independent  registered
public accounting firm, and it provided services in the following categories and
amounts.

                                                       Fiscal Year
                                          ------------------------------------
                                               2005                  2004
                                          ----------------     ---------------
        Audit Fees                        $  1,378,000          $ 325,000
        Audit-Related Fees (A)            $     63,000            265,000
        Tax Fees                          $       ---               ---
        All Other Fees                    $      2,000              ---



     The Audit  Committee  approves the engagement of an independent  registered
public  accounting  firm to  render  audit or  non-audit  services  prior to the
engagement  based  upon a  proposal  by such  firm and an  estimate  of fees and
expected scope of engagement. The Audit Committee has not adopted a pre-approval
policy  at this  time,  and to date,  no  services  have been  provided  under a
pre-approval policy.

-----------

     (A)  These  fees  related  to the  audit  of  our  employee  benefit  plan,
consultation  concerning internal controls and internal audit procedures,  and a
transfer pricing study.


                                       22



           ATWOOD OCEANICS, INC. COMMON STOCK PRICE PERFORMANCE GRAPH

         COMPARISON OF FIVE (5) YEAR CUMULATIVE TOTAL RETURNS* AMONG ATWOOD
OCEANICS, INC., AND THE CENTER FOR RESEARCH IN SECURITY PRICES ("CRSP") INDEX
FOR THE NYSE/AMEX/NASDAQ STOCK MARKETS, AND OUR SELF-DETERMINED PEER GROUP OF
DRILLING COMPANIES.


                                      GRAPH

Index Description                     9/29/00        9/28/01       09/30/02      09/30/03      09/30/04     09/30/05
                                      -------        -------       --------      --------      --------     --------
                                                                                               
ATWOOD OCEANICS, INC.                   100.0           62.4           70.2          57.5         144.0        202.0
CRSP Index for
NYSE/AMEX/NASDAQ
    Stock Markets                       100.0           71.0           58.8          74.4          85.1         97.5
    (U.S. Companies)                    100.0           46.6           48.9          52.5          74.2        117.5
Self-Determined Peer Group



Constituents of the Self-Determined Peer Group (weighted according to market
capitalization):

Diamond Offshore Drilling, Inc.     GlobalSanteFe Corporation     Rowan Companies, Inc.      Transocean, Inc
ENSCO International, Inc.           Noble Corporation             Pride International, Inc.



* Assumptions: (1) $100 invested on September 30, 2000; (2) dividends, if any,
were reinvested; and (3) a September 30 fiscal year end.



             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities  Exchange Act of 1934 requires our officers
and  directors,  and persons who own more than ten percent (10%) of a registered
class of our equity  securities,  to file  reports of  ownership  and changes in
ownership with the SEC.  Officers,  directors and greater than ten-percent (10%)
shareholders are required to furnish us with copies of all Section 16(a) reports
or forms they file.

     Based  solely on our review of the  copies of such forms we have  received,
and written  representations  from certain  reporting persons that no reports on
Form 5 were required for those persons,  we believe that, during the period from
October 1, 2004 through September 30, 2005, all filing  requirements  applicable
to our officers,  directors and greater than ten-percent (10%) beneficial owners
were complied with.

                               RELATED TRANSACTION

     We entered into a registration  rights agreement with H&PIDC as of July 19,
2004, pursuant to which we registered 1,000,000 shares of our Common Stock owned
by H&PIDC on Form S-3 (File No.  333-117534)  with the SEC.  In October of 2004,
H&PIDC and we jointly conducted a public offering of a total of 2,175,000 shares
of Common  Stock of which  1,000,000  shares  were sold by H&PIDC and  1,175,000
shares were sold by us. H&PIDC and we shared offering  expenses pro rata,  based
on the number of shares  sold by each of us.  Proceeds  to us,  net of  offering
expenses,  were approximately $53.7 million. We used the net proceeds to pay off
a portion of the revolving  portion of our credit  facility  outstanding  at the
time of the  completion  of the public  offering.  Proceeds  to  H&PIDC,  before
offering expenses,  were approximately  $45.8 million.  Mr. Helmerich,  together
with other  family  members  and the  estate of W.H.  Helmerich,  deceased,  are
controlling  shareholders of H&P which has one hundred percent (100%)  ownership
of H&PIDC.


                                       23



                             DIRECTORS' COMPENSATION

     As  compensation  for services as a director of the Company,  each director
who is not an  officer  and full  time  employee  of the  Company  or any of its
subsidiaries,  or non-employee  director, was paid in fiscal year 2005 an annual
retainer  fee of $25,000,  plus $2,500 per meeting for  attendance  in person at
regular Board of Directors  meetings,  and $1,000 per meeting for  attendance in
person at  meetings  of the Audit,  Compensation  and  Nominating  &  Governance
Committees.  The chairman of the Audit Committee  received an additional $10,000
annual  retainer  fee;  while the Chairman of the  compensation  Committee  will
receive an  additional  $5,000  annual  retainer fee  commencing  in 2006.  Each
director  receives $500 for each conference call meeting of any committee.  Each
of our non-employee  directors was also automatically granted 2,000 nonqualified
stock options in March 2005  pursuant to our 2001 Stock  Incentive  Plan.  These
options have an exercise price of $67.51, with a term of ten years.  Twenty-five
percent (25%) of such options become exercisable at the end of one (1) year, two
(2) years, three (3) years, and four (4) years,  respectively,  from the date of
grant.  See the  proposal in Item 4 relating to the  adoption of the Amended and
Restated 2001 Stock Incentive Plan for a discussion of the proposed  deletion of
the  automatic  grant  of  2,000  nonqualified  stock  options  to  non-employee
directors and the proposed  addition of an automatic  award of restricted  stock
equivalent to the number of shares of Common Stock valued at $40,000 on the date
of grant.



         RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     PWC audited our  financial  statements  for the years ended  September  30,
2005, 2004 and 2003. PWC will have representatives  present at the shareholders'
meeting who will have the  opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.



                              SHAREHOLDER PROPOSALS

     Proposals of our shareholders intended to be presented for consideration at
the  Annual  Meeting of our  Shareholders  to be held in  February  2007 must be
received  by us no later  than  September  15,  2006 and  must  comply  with the
requirements  of the proxy rules  promulgated by the SEC in order to be included
in the proxy  statement and form of proxy related to that meeting.  If notice of
any  shareholder  proposal not eligible for inclusion in our proxy statement and
form of proxy is given to us after November 29, 2006, then proxy holders will be
allowed to use their discretionary voting authority on such shareholder proposal
when the matter is raised at such meeting.



                                  OTHER MATTERS

     Management  does not intend to bring any other  matters  before the meeting
and has not been informed that any matters are to be presented by others. In the
event any other matters  properly come before the meeting,  the persons named in
the enclosed form of proxy will vote the proxies under  discretionary  authority
therein in accordance with their judgment on such matters.

     If you do  not  contemplate  attending  the  meeting  in  person,  you  are
respectfully  requested to sign, date and return the  accompanying  proxy in the
enclosed, stamped envelope at your earliest convenience.

     We will provide, without charge, upon written request of any shareholder, a
copy of our  Annual  Report  on Form 10-K  including  financial  statements  and
financial  statement  schedules for the fiscal year ended  September 30, 2005 as
filed with the SEC.  Please direct such request to James M. Holland,  Secretary,
Atwood Oceanics, Inc., P. O. Box 218350, Houston, Texas 77218, 281-749-7800.


                                       24



     Only one proxy  statement and annual report are being delivered to multiple
shareholders  sharing an address who have previously  consented to such delivery
unless  we  have  received   contrary   instructions   from  one  or  more  such
shareholders.  If a shareholder  desires to receive a separate copy of the proxy
statement  or annual  report,  the  shareholder  should  provide oral or written
notification  to James M.  Holland,  our  Secretary,  at the above  address  and
provide  instructions  for delivery of the separate  copy. If  shareholders  who
share an address and are  receiving  multiple  copies of the proxy  statement or
annual report  desire to receive only one copy of the proxy  statement or annual
report  they should  also  notify Mr.  Holland at the above  address and provide
delivery instructions.

                            By order of the Board of Directors


                            /s/ John R. Irwin
                            John R. Irwin, President
Houston, Texas
January__, 2006




                                       25



PROXY                                       ATWOOD OCEANICS, INC.
                         ANNUAL MEETING OF SHAREHOLDERS
                                FEBRUARY 9, 2006
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The  undersigned  hereby  appoints James M. Holland and Glen P. Kelley,  or
either of them as  Proxies,  each with the power to  appoint a  substitute,  and
hereby  authorizes them to represent and to vote, as designated  below,  all the
shares  of  common  stock,  par value  $1.00  per  share,  held of record by the
undersigned  as of the close of  business on December  30,  2005,  at the Annual
Meeting  of  Shareholders  to be held on  February  9,  2006 or any  adjournment
thereof:

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENVELOPE 
PROVIDED

1.   ELECTION OF DIRECTORS: 
     FOR all nominees listed
     except as marked to the contrary)     WITHHOLD authority to vote for 
                                           all nominees listed

Nominees:
      DEBORAH A. BECK          GEORGE S. DOTSON          JOHN R. IRWIN
      ROBERT W. BURGESS        HANS HELMERICH            WILLIAM J. MORRISSEY


     (INSTRUCTION:  To  withhold  authority  to vote for one or more  individual
nominees,  write the  nominee's  name(s)  in the line  provided  below or strike
through their name above.)


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

2. To approve the adoption of the Amended and Restated Certificate of Formation
as described in the accompanying Proxy Statement and which is related to
proposal in Item 3.

                            FOR              AGAINST                 ABSTAIN


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



3. To approve the increase in the total number of authorized shares of Common
Stock of the Company from 20,000,000 shares to 50,000,000 shares as described in
the accompanying Proxy Statement and which is related to proposal in Item 2:

                           FOR               AGAINST                ABSTAIN


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



4. To approve the adoption of the Atwood Oceanics, Inc. Amended and Restated
2001 Stock Incentive Plan as described in the accompanying Proxy Statement:

                           FOR               AGAINST                ABSTAIN


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


5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

                               (see reverse side)

                                       26



     This Proxy,  when properly  executed,  will be voted in the manner directed
herein by the undersigned  shareholder.  If no direction is made, the Proxy will
be voted FOR the election of all  Directors,  FOR the adoption of the  Company's
Amended and Restated  Certificate  of  Formation,  FOR the increase in the total
number of  authorized  shares of Common  Stock of the  Company  from  20,000,000
shares to  50,000,000  shares  and FOR  adoption  of the Atwood  Oceanics,  Inc.
Amended and Restated 2001 Stock Incentive Plan.


                                    Please sign exactly as name appears hereon.

________________________, 2006      _________________________________________
DATED                                              SIGNATURE

                                    -----------------------------------------
                                          SIGNATURE IF JOINTLY HELD

                                NOTE: When shares are held by joint tenants, 
                                both should sign. When signing
                                as attorney, as executor, administrator,  
                                trustee, or guardian, please give full
                                title as such. If a corporation, please 
                                sign in full corporate name by President
                                or other authorized officer.  If a partnership,
                                please sign in partnership name
                                by  authorized  person.  Please note any 
                                change in your  address  alongside  the
                                address as it appears in the proxy.

PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.



                                       27



                                                                   Appendix A
                             AUDIT COMMITTEE CHARTER


1.       Purpose and General Responsibilities

     The function of the Audit Committee ("Committee") is to assist the Board of
Directors ("Board") in fulfilling its oversight  responsibilities  regarding the
(i)  reporting   practices  of  Atwood   Oceanics,   Inc  and  its  subsidiaries
(collectively,  ("the  Company")  and the quality  and  integrity  of  financial
reports of the Company;  (ii) the Company's compliance with legal and regulatory
requirements;  (iii)  review of the  independent  auditor's  qualifications  and
independence  and (iv) review of the  performance of the internal audit function
and the independent  registered public accounting firm.  Further,  the Committee
shall assist the Board  regarding its duty to accurately,  completely and fairly
present the Company's financial condition and operations to its shareholders and
the investment community. In so doing, it is the responsibility of the Committee
to maintain  free and open means of  communication  between the  directors,  the
independent  registered public accounting firm, and the financial  management of
the Company.

     The  policies  and   procedures  of  the  Committee  in  carrying  out  its
responsibilities  should  remain  flexible,  in order to best react to  changing
conditions and to ensure to the directors and  shareholders  that the accounting
and reporting  practices of the Company are in accordance with all  requirements
and are of the highest quality.

     To perform this function, the Committee shall have the authority to perform
the  specific  duties  enumerated  in this Charter  and,  upon the  direction or
approval of the Board, to undertake other activities on behalf of the Board. The
Committee is authorized to request  reports on matters related to its authority,
its duties as described in this Charter and on any subject that it deems related
to its  responsibilities.  All  employees  of the  Company  shall  cooperate  as
requested by the Chairman of the Committee. The Committee shall recommend to the
Board any extensions or changes in the authority or duties of the Committee that
it deems appropriate.

The Committee's primary responsibilities include:

o    Selection and oversight of independent registered public accounting firm;
o    Meeting with the independent registered public accounting firm and
     financial management of the Company to review the scope of the audit for
     the current year and the audit procedures to be utilized, and at the
     conclusion thereof, reviewing the results of such audit, including any
     comments or recommendations of the independent registered public accounting
     firm;
o    Reviewing with the independent registered public accounting firm and
     financial and accounting personnel, the adequacy and effectiveness of the
     accounting and financial controls of the Company;
o    Reviewing reports from the independent registered public accounting firm
     regarding its' independence and any disagreements with management on
     financial, accounting, or reporting matters;
o    Monitoring the integrity and effectiveness of the Company's disclosure
     controls (as defined herein);
o    Discussing with the officers of the Company all relevant information with 
     respect to the Committee's preparation of disclosure statements 
     (as defined herein) and the Committee's evaluation of
     the effectiveness of the Company's disclosure controls and preparing the
     Audit Committee report related thereto which is required to be included in
     the Company's annual proxy statement;
o    Monitoring the filing of periodic reports; and
o    Investigating any matter brought to its attention within the scope of its
      duties.

     The  Committee  has no  authority  with  respect to the  granting  of stock
incentives  to directors  eligible to receive  stock  incentives  under  already
existing stock incentive  plans.  The authority of the Committee with respect to
any future stock incentive plans of the Company may be limited by the provisions
of such plans as adopted by the Board and  approved by the  shareholders  of the
Company.


2.       Membership and Organization

     The Committee shall have a Chairman  appointed by the Board. The members of
the Committee shall be financially  literate,  as that term is defined from time
to time by the New York Stock  Exchange  Listing  Standards and as determined by
the Board in its business judgment.  If a member is not financially literate, he
or she must become financially literate within a reasonable period of time after
his or her  appointment to the  Committee.  At least one member of the Committee

                                       28



must have accounting or related  financial  management  expertise,  as the Board
interprets such  qualification in its business  judgment so as to qualify as the
Audit  Committee  Financial  Expert as defined by the SEC. The  Committee  shall
consist of that number of  directors as the Board shall  determine  from time to
time,  such  number  not to be less  than  three  members.  All  members  of the
Committee  shall be  independent  as  required  by the New York  Stock  Exchange
Listing  Standards  and  determined  by the Board in its business  judgment.  No
members of the  Committee  shall have a  relationship  to the  Company  that may
interfere with the exercise of their independent  judgment, as such independence
is defined by New York Stock  Exchange  Listing  Standards.  The  members of the
Committee  shall be  "non-employee  directors" as that term is defined under the
Securities and Exchange Commission ("SEC") Rule 16b-3.

The Committee may delegate its authority to a subcommittee or subcommittees.

     The  Committee  shall  promptly  inform the Board of the  actions  taken or
issues  discussed at its meetings.  This will  generally take place at the Board
meeting following a Committee meeting.

3.       Meeting Attendance and Minutes

     The Committee shall meet at such times (not less than four per year) as the
Chairman of the Committee  shall  designate and notice of such meetings shall be
given to  Committee  members  in  accordance  with the  manner  set forth in the
Amended and Restated By-laws the "bylaws" of Atwood Oceanics, Inc. which notices
of meetings of the Board are given.  One-third  of the  Committee,  but not less
than two members,  shall  constitute a quorum for the  transaction  of business.
Unless the Committee by resolution determines otherwise,  any action required or
permitted  to be taken by the  Committee  may be taken  without a meeting if all
members of the Committee  consent thereto in writing and the writing or writings
are filed with the minutes of the proceedings of the Committee.  As necessary or
desirable,  the  Chairman  of the  Committee  may  require  that any  members of
management be present at meetings of the Committee. Members of the Committee may
participate  in a meeting  through the use of  conference  telephone  or similar
communications  equipment,  so long as all members participating in such meeting
can hear one another, and such participation shall constitute presence in person
at such meeting.

     The Committee shall report to the Board  periodically or as required by the
nature  of  its   duties  on  all  of  its   activities   and  shall  make  such
recommendations to the Board as the Committee decides are appropriate.

4.       Responsibilities and Duties

Charter

The Committee shall review this Charter periodically for adequacy and recommend
to the Board any necessary changes.

Selection of an Independent  Registered Public Accounting Firm

     The  Committee  shall  be  solely  responsible  for  the  selection  of  an
independent  registered public accounting firm to audit the financial statements
of the  Company.  The  Committee  has the sole  authority  to approve  all audit
engagement agreements and terms.

     In connection  with its continual  assessment  of the  independence  of the
independent  registered  public accounting firm, the Committee shall pre-approve
the  retention of the  independent  registered  public  accounting  firm for any
significant non-audit service and any fee for such service.

Review of Financial Controls

     The  Committee  shall  review  with  the  independent   registered   public
accounting  firm  and  financial  and  accounting  personnel  the  adequacy  and
effectiveness  of the  accounting  and  financial  controls of the Company,  and
elicit  any  recommendations  for  the  improvement  of  such  internal  control
procedures or particular areas where new or more detailed controls or procedures
are  desirable.  The Committee  shall receive and review  reports from financial
management  on the  status  of  implementation  of  recommendations  to  improve
internal   controls.   The   review   should   include  a   discussion   of  the
responsibilities,  budget and staffing of the Company's internal audit function.
Particular emphasis should be given to the adequacy of such internal controls to
expose any payments, transactions, or procedures that might be deemed illegal or
otherwise improper.

                                       29



Review of Financial Statements and Accounting Principles

The Committee shall review with management and the independent registered public
accounting firm at the completion of the annual examination:

o  the Company's annual financial statements and related footnotes;
o  review the Company's disclosures in "Management's Discussion and Analysis 
   of Financial Condition and Results of Operations" in the Company's 
   periodic reports;
o  the independent registered public accounting firm audit of the financial
   statements and report thereon; 
o  any major issues regarding, or significant changes in, accounting 
   principles or financial statement presentations; 
o  any special audit steps adopted in light of material control deficiencies; 
o  significant financial reporting issues and judgments made in connection with
   the preparation of the financial statements, including analyses of the 
   effects of alternative GAAP methods on the financial statements;
o  the effect of regulatory and accounting initiatives, as well as off-balance
   sheet structures, on the financial statements; 
o  any serious difficulties or disputes with management encountered during 
   the course of the audit; 
o  discuss policies with respect to risk assessment and risk management; and 
o  discuss earnings press releases, as well as financial information and 
   earnings guidance provided to analysts and rating agencies.


     The Committee shall inquire as to whether the independent registered public
accounting  firm  issatisfied  with the  disclosure and content of the financial
statements to be presented to the shareholders. The Committee shall also inquire
as to the independent  registered  public accounting firm view of the quality of
the Company's accounting principles employed,  including any principles employed
which are deemed minority practices.

Disclosure and Periodic Reports

     The  Committee  shall  review  reports  (made at least  annually)  from the
independent  registered  public  accounting  firm  regarding  the (i) the firm's
internal   quality-control   procedures;   (ii)  independent  registered  public
accounting  firm  independence  (setting  forth all  relationships  between  the
independent  registered public  accounting firm and the Company);  and (iii) any
material  issues raised by the most recent internal  quality control review,  or
peer review,  of the firm, or by any inquiry or investigation by governmental or
professional  authorities,  within the preceding  five years,  respecting one or
more  independent  audits  carried out by such firm, and any steps taken to deal
with any such issues.

     The  Committee  shall also  review any  disagreements  with  management  on
financial,  accounting or reporting  matters,  and discuss such reports with the
auditor,  and if so determined by the  Committee,  recommend that the Board take
appropriate  action to satisfy  itself of the  independence  of the  independent
registered   public   accounting   firm  or   satisfactory   resolution  of  any
disagreements on financial, accounting, or reporting matters

     The Committee shall report, including any recommendations of the Committee,
required by the rules of the SEC to be included in the  Company's  annual  proxy
statement.

Independence from Management

     The  Committee  shall  ensure  that  the  independent   registered   public
accounting  firm has  sufficient  opportunity  to meet with the  members  of the
Committee  without  the  members of  management  present.  Among the items to be
discussed in these meetings are the  independent  registered  public  accounting
firm  evaluation of the Company's  financial  and  accounting  personnel and the
cooperation  that the  independent  registered  public  accounting firm received
during the course of the audit.

     The Committee shall also separately,  periodically meet with management and
internal auditors or other personnel responsible for internal audit functions.

Interim Financial Report

     The Committee shall review interim  financial reports before they are filed
with the SEC or other regulators.

                                       30



No Duty to Conduct Audits

     While the Committee has the  responsibilities  and powers set forth in this
Charter,  it is not the duty of the  Committee  to plan or conduct  audits or to
determine that the Company's financial  statements are complete and accurate and
are in accordance with generally  accepted  accounting  principles.  This is the
responsibility  of management and the independent  registered  public accounting
firm.  Nor is it the  duty of the  Committee  to  conduct  investigations  or to
resolve disagreements, if any, between management and the independent registered
public accounting firm.

Financial Human Resources

The Committee shall review accounting and financial human resources and
succession planning with the Company and shall report its findings to the
Nominating and Corporate Governance Committee for its review.

     The  Committee  shall set clear  hiring  policies  for  employees or former
employees of the independent registered public accounting firm.

Code of Ethics for the Chief Executive Officer and Senior Financial Officers

     The Committee shall review and revise, as necessary,  the Company's Code of
Ethics for the Chief Executive Officer and Senior Financial Officers.

Disclosure Controls

     The  Committee  shall design and  establish  controls and other  procedures
(which may include  procedures  currently used by the Company) that are designed
to ensure that (i)  information  required by the Company to be  disclosed to the
SEC and  other  written  information  that  the  Company  will  disclose  to the
investment community is recorded, processed,  summarized and reported accurately
and on a timely basis and (ii)  information is accumulated  and  communicated to
management as  appropriate  to allow timely  decisions  regarding  such required
disclosure ("disclosure controls").

Disclosure Statements

     The Committee  shall review and supervise the  preparation of the Company's
(i) periodic and current  reports,  proxy  statements,  information  statements,
registration statements and any other information filed with the SEC, (ii) press
releases containing financial  information,  earnings  information,  information
about material  acquisitions or dispositions and other  information  material to
the  Company's  shareholders,  and  (iii)  correspondence  containing  financial
information broadly disseminated to shareholders (collectively,  the "disclosure
statements") and disclosure policies for financial  information displayed on the
Company's corporate/investor relations Web site.

Annual and Quarterly Reports

     The Committee shall evaluate the effectiveness of the Company's  disclosure
controls  within 90 days prior to the filing of the  Company's  Annual Report on
Form 10-K and as reasonably  practical  prior to each  Quarterly  Report on Form
10-Q  (collectively,  the "periodic  reports").  The  Committee  shall provide a
certification  to the appropriate  officers prior to filing with the SEC of each
periodic  report as to (i) the  Committee's  compliance  with its  policies  and
procedures  and  proper  performance  of the  responsibilities  which  have been
assigned  to  it  and  (ii)  the  Committee's  conclusions  resulting  from  its
evaluation of the effectiveness of the disclosure controls.


Additional Areas of Review

     The Committee may participate in other areas of review as designated by the
Board, including, but not limited to, the following:

     Senior  Officer  Expenses  - At  least  annually  (or  more  frequently  as
circumstances  require),  the Committee  shall review the expenses of the senior
officers of the Company.


                                       31



     Transactions  with Management - The Committee shall review past or proposed
transactions  between  the  Company,   members  of  management,   directors  and
associates of directors.

     Information  Technology - The  Committee  shall receive an annual report on
the  adequacy of the  Company's  computerized  information  system  controls and
related security.

     Income Tax Matters - At least annually (or more frequently as circumstances
require),  the  Committee  shall  receive  a  report  from the  Company's  Chief
Financial Officer regarding certain income tax matters,  including the status of
income tax reserves and governmental tax audits.

     Derivative   Securities  -  At  least  annually  (or  more   frequently  as
circumstances  require), the Committee shall receive a report from the Company's
Chief Financial Officer on the Company's use of derivative securities, if any.



                                       32



Whistleblower Program

The Committee shall review all complaints made in accordance with the Company's
Policy on Reporting and Investigating Known or Suspected Improper Activities
(the "Whistleblower Policy") and Policy for Protection of Whistleblowers from
Retaliation and Guidelines for Reviewing Retaliation Complaints (the
"Whistleblower Protection Policy"). The Committee will comply and carry out all
duties assigned to it pursuant to the Whistleblower Policy and Whistleblower
Protection Policy.

5.       Advisors

     The Committee shall have the authority,  at the expense of the Company,  to
retain such  independent  consulting,  legal and other advisors as it shall deem
appropriate, without management approval.


6.       Performance Review

The performance of the Committee shall be evaluated annually by the Board.

     The  Committee's  responsibilities  and powers as delegated by the Board of
Directors are set forth in this Charter.  The Committee  relies to a significant
extent  on  information  and  advice  provided  by  management  and  independent
advisors.  Whenever the Committee takes an action,  it exercises its independent
judgment on an informed  basis that the action is in the best  interests  of the
Company and its shareholders.




                                       33



                                                                     Appendix B
                  AMENDED AND RESTATED CERTIFICATE OF FORMATION

                                       OF

                              ATWOOD OCEANICS, INC.

                                   ARTICLE I.

       The name of the corporation is Atwood Oceanics, Inc. (the "Corporation").

                                  ARTICLE II.

         The Corporation is a for-profit corporation.

                                  ARTICLE III.

         The purpose or purposes for which the Corporation is organized are:

     The  transaction  of  any or  all  lawful  business  for  which  for-profit
corporations  may be incorporated  under the Texas Business  Organizations  Code
(the "TBOC").

     To do  everything  necessary,  proper,  advisable  or  convenient  for  the
accomplishment  or  furtherance  of such  purposes,  provided  the  same  not be
prohibited by the laws of the State of Texas.

                                  ARTICLE IV.

                     A. AUTHORIZED AMOUNT OF CAPITAL STOCK

     The aggregate  number of shares which the Corporation  shall have authority
to issue is fifty-one  million  (51,000,000)  shares of capital stock,  of which
fifty million  (50,000,000)  shares shall be common stock (the "Common  Shares")
each with a par value of $1.00 per share,  and of which one million  (1,000,000)
shares,  each  without  par value,  shall be  preferred  stock  (the  "Preferred
Shares").

                B. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

Section 1. Designation and Amount. The Corporation has designated five hundred
thousand (500,000) shares of preferred stock as the "Series A Junior
Participating Preferred Stock" (the "Series A Preferred Stock"). The number of
shares initially constituting the Series A Preferred Stock shall be 500,000;
provided, however, that if more than a total of 500,000 shares of Series A
Preferred Stock shall be issuable upon the exercise of Rights (the "Right")
issued pursuant to the Rights Agreement dated October 18, 2002 between the
Corporation and Continental Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agreement"), the Board of Directors of the Corporation, pursuant to
Sections 21.155 and 21.156 of the TBOC, shall direct by resolution or
resolutions that a statement be properly executed, acknowledged, filed and
recorded, in accordance with the provisions of Sections 21.155 and 21.156,
providing for the total number of shares of Series A Preferred Stock authorized
to be issued to be increased (to the extent that the Amended and Restated
Certificate of Formation then permits) to the largest number of whole shares
(rounded up to the nearest whole share) issuable upon exercise of such Rights.

Section 2.        Dividends and Distributions.

     (a)  Subject to the prior and  superior  rights of the holders of shares of
any other series of Preferred  Stock or other class of stock of the  Corporation
ranking  prior and  superior  to the Series A  Preferred  Stock with  respect to
dividends,  the holders of shares of Series A Preferred  Stock shall be entitled
to  receive,  when,  as and if declared  by the Board of  Directors,  out of the
assets of the Corporation legally available therefor,


                                       34


     (i)  quarterly  dividends  payable  in cash on the last day of each  fiscal
quarter  in each  year,  or such other  dates as the Board of  Directors  of the
Corporation  shall  approve  (each  such  date  being  referred  to  herein as a
"Quarterly  Dividend Payment Date"),  commencing on the first Quarterly Dividend
Payment  Date after the first  issuance  of a share or a fraction  of a share of
Series A Preferred  Stock, in the amount of $.01 per whole share (rounded to the
nearest  cent) less the amount of all cash  dividends  declared  on the Series A
Preferred  Stock  pursuant to the  following  clause (ii) since the  immediately
preceding  Quarterly  Dividend  Payment  Date  or,  with  respect  to the  first
Quarterly  Dividend  Payment  Date,  since  the first  issuance  of any share or
fraction of a share of Series A  Preferred  Stock (the total of which shall not,
in any event, be less than zero) and

     (ii)  Dividends  payable in cash on the payment date for each cash dividend
declared  on the  Common  Stock in an amount  per whole  share  (rounded  to the
nearest  cent)  equal to the Formula  Number (as  hereinafter  defined)  then in
effect  multiplied  times the cash  dividends  then to be paid on each  share of
Common Stock. In addition, if the Corporation shall pay any dividend or make any
distribution on the Common Stock payable in assets, securities or other forms of
noncash consideration (other than dividends or distributions solely in shares of
Common Stock), then, in each such case, the Corporation shall simultaneously pay
or make on each  outstanding  whole share of Series A Preferred Stock a dividend
or  distribution  in like  kind  equal  to the  Formula  Number  then in  effect
multiplied  times  such  dividend  or  distribution  on each share of the Common
Stock. As used herein,  the "Formula Number" shall be 1000;  provided,  however,
that, if at any time after November 5, 2002, the  Corporation  shall (x) declare
or pay any  dividend on the Common  Stock  payable in shares of Common  Stock or
make any  distribution  on the  Common  Stock in  shares of  Common  Stock,  (y)
subdivide (by a stock split or otherwise) the outstanding shares of Common Stock
into a larger  number of shares of  Common  Stock or (z)  combine  (by a reverse
stock split or otherwise) the outstanding  shares of Common Stock into a smaller
number of shares of Common  Stock,  then in each such event the  Formula  Number
shall be adjusted to a number  determined by  multiplying  the Formula Number in
effect immediately prior to such event by a fraction,  the numerator of which is
the number of shares of Common Stock that are outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
are outstanding  immediately prior to such event (and rounding the result to the
nearest whole number); and provided further, that, if at any time after November
5,  2002,  the  Corporation  shall  issue  any  shares of its stock in a merger,
reclassification,  or change of the outstanding  shares of Common Stock, then in
each such  event the  Board of  Directors  (or,  if the  Corporation  is not the
surviving  corporation  in any such  transaction,  the board of directors of the
surviving  corporation)  shall  make  adjustments,  determined  by the  Board of
Directors in its discretion to be appropriate,  to the Formula Number to reflect
such merger, reclassification or change.

     (b) The Corporation  shall declare a dividend or distribution on the Series
A Preferred  Stock as provided in paragraph  (a) of this  Section 2  immediately
prior to or at the same time it  declares  a  dividend  or  distribution  on the
Common Stock (other than a dividend or  distribution  solely in shares of Common
Stock); provided, however, that, in the event no dividend or distribution (other
than a dividend or  distribution  solely in shares of Common  Stock)  shall have
been  declared  on the Common  Stock  during the period  between  any  Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $.01 per share on the Series A Preferred Stock shall nevertheless be
payable  on such  subsequent  Quarterly  Dividend  Payment  Date.  The  Board of
Directors  may fix a record date for the  determination  of holders of shares of
Series A Preferred Stock entitled to receive a dividend or distribution declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from and after the Quarterly  Dividend  Payment Date
next  preceding the date of original  issue of such shares of Series A Preferred
Stock;  provided,  however,  that  dividends on such shares which are originally
issued  after the  record  date for the  determination  of  holders of shares of
Series A Preferred  Stock  entitled to receive a  quarterly  dividend  and on or
prior to the next  succeeding  Quarterly  Dividend  Payment  Date shall begin to
accrue and be cumulative  from and after such Quarterly  Dividend  Payment Date.
Notwithstanding  the foregoing,  dividends on shares of Series A Preferred Stock
which are originally  issued prior to the record date for the  determination  of
holders of shares of Series A  Preferred  Stock  entitled to receive a quarterly
dividend on the first Quarterly  Dividend Payment Date shall be calculated as if
cumulative  from and after the last day of the fiscal quarter next preceding the
date of original issuance of such shares. Accrued but unpaid dividends shall not
bear interest.  Dividends  paid on the shares of Series A Preferred  Stock in an
amount  less than the total  amount of such  dividends  at the time  accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.

     (d) So long as any shares of the Series A Preferred Stock are  outstanding,
no dividends or other distributions shall be declared,  paid or distributed,  or
set aside for payment or distribution, on the Common Stock unless, in each case,

                                       35


the dividend required by this Section 2 to be declared on the Series A Preferred
Stock shall have been declared and the Corporation shall have paid such dividend
or shall have set apart a sum sufficient for the payment thereof.

     (e) The  holders of the  shares of Series A  Preferred  Stock  shall not be
entitled  to receive any  dividends  or other  distributions  except as provided
herein.

Section 3.  Voting Rights.  The holders of shares of Series A 
           Preferred Stock shall have the following voting rights:

     (a) Each holder of Series A  Preferred  Stock shall be entitled to a number
of votes equal to the Formula Number then in effect,  for each share of Series A
Preferred  Stock  held of record on each  matter on which  holders of the Common
Stock or  shareholders  generally  are  entitled to vote,  multiplied  times the
maximum  number of votes  per share  which  any  holder of the  Common  Stock or
shareholders  generally  then have with  respect to such  matter  (assuming  any
holding  period  or other  requirement  to vote a  greater  number  of shares is
satisfied).

     (b) Except as otherwise  provided  herein or by applicable law, the holders
of shares of Series A Preferred  Stock and the holders of shares of Common Stock
shall  vote  together  as  one  class  for  the  election  of  directors  of the
Corporation and on all other matters  submitted to a vote of shareholders of the
Corporation.

     (c) If, at the time of any annual meeting of shareholders  for the election
of  directors,  the  equivalent  of  six  quarterly  dividends  (whether  or not
consecutive)  payable on any share or shares of Series A Preferred  Stock are in
default,  the number of  directors  constituting  the Board of  Directors of the
Corporation  shall be increased by two. In addition to voting  together with the
holders of Common Stock for the election of other directors of the  Corporation,
the holders of record of the Series A Preferred  Stock,  voting  separately as a
class to the exclusion of the holders of Common Stock, shall be entitled at said
meeting of shareholders  (and at any subsequent annual meeting of shareholders),
unless all  dividends  in arrears  have been paid or declared  and set apart for
payment  prior  thereto,  to  vote  for the  election  of two  directors  of the
Corporation,  the holders of any Series A Preferred Stock being entitled to cast
a number of votes per share of Series A  Preferred  Stock  equal to the  Formula
Number.  Until the default in  payments of all  dividends  which  permitted  the
election of said  directors  shall cease to exist,  any  director who shall have
been so elected  pursuant to the next  preceding  sentence may be removed at any
time,  either with or without cause, only by the affirmative vote of the holders
of the  shares  of  Series A  Preferred  Stock at the  time  entitled  to cast a
majority of the votes  entitled to be cast for the election of any such director
at a special  meeting of such holders  called for that purpose,  and any vacancy
thereby  created  may be  filled by the vote of such  holders.  If and when such
default shall cease to exist,  the holders of the Series A Preferred Stock shall
be divested of the foregoing special voting rights,  subject to revesting in the
event of each and every  subsequent like default in payments of dividends.  Upon
the termination of the foregoing  special voting rights,  the terms of office of
all persons who have been  elected  directors  pursuant to said  special  voting
rights shall forthwith terminate,  and the number of directors  constituting the
Board of Directors  shall be reduced by two. The voting  rights  granted by this
Section  3(c) shall be in addition  to any other  voting  rights  granted to the
holders of the Series A Preferred Stock in this Section 3.

     (d) Except as  provided  herein,  in Section 11 of Article IV, Part B or by
applicable law, holders of Series A Preferred Stock shall have no special voting
rights and their  consent  shall not be required  (except to the extent they are
entitled  to vote  with  holders  of  Common  Stock  as set  forth  herein)  for
authorizing or taking any corporate action.

Section 4.        Certain Restrictions.

     (a)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Preferred  Stock as provided in Section 2 of Article IV,
Part B are in arrears, thereafter and until all accrued and unpaid dividends and
distributions,  whether or not declared,  on shares of Series A Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

     (i) declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise  acquire for  consideration any shares of stock ranking
junior (either as to dividends or upon  liquidation,  dissolution or winding up)
to the Series A Preferred Stock;

     (ii)  declare or pay  dividends,  or make any other  distributions,  on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred  Stock,  except dividends

                                       36



paid ratably on the Series A Preferred  Stock and all such parity stock on which
dividends  are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

     (iii) redeem or purchase or otherwise acquire for  consideration  shares of
any stock  ranking on a parity  (either  as to  dividends  or upon  liquidation,
dissolution or winding up) with the Series A Preferred Stock;  provided that the
Corporation may at any time redeem,  purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon  dissolution,  liquidation or winding up)
to the Series A Preferred Stock; or

     (iv) purchase or otherwise acquire for consideration any shares of Series A
Preferred  Stock,  or any shares of stock  ranking on a parity with the Series A
Preferred  Stock,  except in accordance with a purchase offer made in writing or
by publication  (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of  Directors,  after  consideration  of the
respective  annual  dividend rates and other relative  rights and preferences of
the respective series and classes,  shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

     (b) The  Corporation  shall not permit any subsidiary of the Corporation to
purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     Section  5.  Reacquired  Shares.  Any  shares of Series A  Preferred  Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred Stock,  without designation as to series, and may thereafter be issued
as part of a new  series  of  Preferred  Stock  subject  to the  conditions  and
restrictions  on  issuance  set forth  herein,  or in any other  Certificate  of
Designations  creating a series of Preferred  Stock or any similar  stock of the
Corporation or as otherwise required by law.

     Section 6.  Liquidation,  Dissolution or Winding Up. Upon the  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
no  distribution  shall be made (i) to the  holders  of shares of stock  ranking
junior (either as to dividends or upon  liquidation,  dissolution or winding up)
to the Series A Preferred Stock unless,  prior thereto, the holders of shares of
Series A  Preferred  Stock shall have  received  an amount  equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such  payment,  plus an amount  equal to the  greater  of (x) $1.00 per whole
share and (y) an aggregate  amount per share equal to the Formula Number then in
effect  multiplied  times the aggregate  amount to be  distributed  per share to
holders of Common  Stock,  or (ii) to the  holders of stock  ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred  Stock,  except  distributions  made  ratably on the Series A
Preferred  Stock and all such parity stock in proportion to the total amounts to
which the  holders  of all such  shares  are  entitled  upon  such  liquidation,
dissolution or winding up.

     Section 7. Consolidation,  Merger, etc. In case the Corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash or any other property, or any combination thereof, then in any
such case the then  outstanding  shares of Series A Preferred Stock shall at the
same time be similarly  exchanged  for or changed into an amount per share equal
to the Formula Number then in effect  multiplied  times the aggregate  amount of
stock, securities, cash or any other property (payable in kind), as the case may
be, into which or for which each share of Common  Stock is exchanged or changed.
In the event both this  Section 7 and  Section 2 of Article IV, Part B appear to
apply to a transaction, this Section 7 shall control.

Section 8.        No Redemption; No Sinking Fund.

     (a) The  shares  of  Series A  Preferred  Stock  shall  not be  subject  to
redemption by the  Corporation;  provided,  however,  that the  Corporation  may
purchase or otherwise acquire  outstanding shares of Series A Preferred Stock in
the open  market  or by offer to any  holder  or  holders  of shares of Series A
Preferred Stock.

     (b) The  shares of Series A  Preferred  Stock  shall not be  subject  to or
entitled to the operation of a retirement or sinking fund.

                                       37


     Section 9. Ranking.  The Series A Preferred  Stock shall rank, with respect
to the payment of dividends and as to distributions of assets upon  liquidation,
dissolution  or winding  up of the  Corporation,  junior to all other  series of
Preferred Stock of the Corporation,  if any, unless the Board of Directors shall
specifically determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such other
series and the qualifications, limitations and restrictions thereof.

     Section  10.  Fractional  Shares.  The Series A  Preferred  Stock  shall be
issuable upon exercise of the Rights issued pursuant to the Rights  Agreement in
whole shares or in any fraction of a share that is one one-thousandth of a share
or any integral  multiple of such fraction  which shall  entitle the holder,  in
proportion to such holder's  fractional shares, to receive  dividends,  exercise
voting rights, participate in distributions and to have the benefit of all other
rights of holders of Series A Preferred Stock. In lieu of fractional shares, the
Corporation,  prior to the first issuance of a share or a fraction of a share of
Series A Preferred  Stock,  may elect (i) to make a cash  payment as provided in
the Rights Agreement for fractions of a share other than one one-thousandth of a
share or any  integral  multiple  thereof or (ii) to issue  depository  receipts
evidencing  such  authorized  fraction  of a share of Series A  Preferred  Stock
pursuant to an appropriate  agreement  between the  Corporation and a depository
selected by the Corporation; provided that such agreement shall provide that the
holders of such  depository  receipts shall have all the rights,  privileges and
preferences  to which they are  entitled  as  holders of the Series A  Preferred
Stock.

     Section  11.  Amendment.  None  of the  powers,  preferences  or  relative,
participating,  optional or other special rights of the Series A Preferred Stock
as provided  in this  Amended  and  Restated  Certificate  of  Formation  of the
Corporation  shall be  amended  in any  manner  that  would  alter or change the
powers,  preferences,  rights or privileges of the holders of Series A Preferred
Stock so as to affect them adversely without the affirmative vote of the holders
of at least  66-2/3  percent  of the  outstanding  shares of Series A  Preferred
Stock, voting as a separate class.

                           C. OTHER PREFERRED SHARES

     Section 1. General.  Other Preferred Shares  authorized by this Amended and
Restated Certificate of Formation may be issued from time to time in one or more
series. The Board of Directors is hereby expressly  authorized from time to time
to  divide  all or any part of the  Preferred  Shares,  other  than any  already
designated  series  of  Preferred  Shares,  in  series  thereof  and to fix  and
determine  variations,  if any, between any series so established as to dividend
rates,  conversion rights, rights and terms of redemption including sinking fund
provisions,  the redemption price or prices,  the liquidation  preferences,  the
conversion  privileges,  and the voting rights of any wholly  unissued series of
preferred shares, and the number of shares  constituting any such series and the
designation  thereof,  or any of them. The provisions of Sections 2 to 6 of this
Article IV, Part C shall apply to all Preferred  Shares except to the extent any
designation  shall otherwise  provide,  and in such event, the designation shall
govern to the extent of any inconsistency.

     Section  2.  Preferred  Dividends.  The  holders of all  Preferred  Shares,
regardless of series, at the time outstanding shall be entitled to receive, when
and as  declared  to be  payable  by the  Board of  Directors,  out of any funds
legally  available for the payment  thereof,  dividends at the rate  theretofore
fixed by the Board of Directors  for each series of such  Preferred  Shares that
have theretofore been  established,  and no more,  payable on dates  theretofore
fixed by the Board of Directors for each series of such Preferred Shares.

     Section  3.  Dividends  Other  Than  Preferred  Dividends.  After  adequate
provision has been made for payment of full  dividends on all  Preferred  Shares
then  outstanding  for all past  dividend  periods and for the current  dividend
period,  the Board of  Directors  may  declare  such  further  dividends  as are
permitted by law, and the Board of Directors shall have the absolute  discretion
in fixing the fashion in which holders of Preferred Shares and holders of Common
Shares shall  participate in such further  dividends,  with provision being made
for one class  participating more fully than the other or to the total exclusion
of the other.

     Section  4.  Cumulativeness  of  Preferred  Dividends.   Dividends  on  all
Preferred Shares,  regardless of series, shall be cumulative. No dividends shall
be declared  on any shares of any series of  Preferred  Shares for any  dividend
period unless all dividends  accumulated  for all prior  dividend  periods shall
have been declared or shall then be declared at the same time upon all Preferred
Shares then  outstanding.  No  dividends  shall be declared on any shares of any
series of  Preferred  Shares  unless a  dividend  for the same  period  shall be
declared at the same time upon all Preferred  Shares  outstanding at the time of
such  declaration  in like  proportion  to the dividend rate then  declared.  No
dividends  shall be declared or paid on the Common Shares unless full  dividends
on all the Preferred  Shares then  outstanding for all past dividend periods and

                                       38


for the current  dividend  period shall have been  declared and the  Corporation
shall have paid such  dividends or shall have set apart a sum sufficient for the
payment thereof.

     Section 5.  Preference  on  Liquidation.  In the event of any  dissolution,
liquidation or winding up of the Corporation,  whether voluntary or involuntary,
the holders of each series of the then  outstanding  Preferred  Shares  shall be
entitled  to receive  the amount  fixed for such  purpose in the  resolution  or
resolutions  of the Board of Directors  establishing  the  respective  series of
Preferred  Shares that might then be  outstanding,  together with a sum equal to
the amount of all accumulated and unpaid dividends  thereon at the dividend rate
fixed therefore in the aforesaid  resolution or resolutions.  After such payment
to such  holders of  Preferred  Shares,  the  remaining  assets and funds of the
Corporation  shall be  distributed  pro rata  among the  holders  of the  Common
Shares. A consolidation,  merger or other reorganization of the Corporation with
any other  corporation or corporations or a sale of all or substantially  all of
the  assets  of  the   Corporation   shall  not  be  considered  a  dissolution,
liquidation,  or  winding  up of the  Corporation  within  the  meaning of these
provisions.

     Section 6. Redemption Privileges of the Corporation.  The whole or any part
of the  outstanding  Preferred  shares  or the  whole or any part of any  series
thereof may be called for  redemption  and redeemed at any time at the option of
the  Corporation,  exercisable  by the Board of Directors upon thirty (30) days'
notice by mail to the  holders of such shares as are to be  redeemed,  by paying
therefore in cash the  redemption  price fixed for such shares in the resolution
or resolutions of the Board of Directors  establishing the respective  series of
which the shares to be  redeemed  are a part,  together  with a sum equal to the
amount of all  accumulated  and unpaid  dividends  thereon at the dividend  rate
fixed therefore in the aforesaid resolution or resolutions to the date fixed for
such redemption.  The Corporation may redeem the whole or any part of the shares
of any series, or of several series,  without redeeming the whole or any part of
the shares of any other series; provided, however, that if at any time less than
the whole of the  Preferred  Shares of any  particular  series then  outstanding
shall be called for  redemption,  the Preferred  Shares to be redeemed  shall be
determined by lot or by such other equitable  method as may be determined by the
Board of Directors. If on the redemption date specified in any such notice funds
necessary  for such  redemption  shall  have been set aside by the  Corporation,
separate and apart of its other funds,  in trust for the pro rata benefit of the
holders of the Preferred Shares so called for redemption,  then, notwithstanding
that any  certificate  for shares so called for  redemption  shall not have been
surrendered  for  cancellation,  the  shares so called for  redemption  shall no
longer be deemed to be outstanding, the right to receive dividends thereon shall
cease to accrue from and after the date so fixed, and all rights of shareholders
of Preferred Shares so called for redemption shall,  after such redemption date,
cease and terminate,  excepting only the right of the holders thereof to receive
the  redemption  price  thereof,  but  without  interest;  and  if,  before  the
redemption  date  specified  in any notice of the  redemption  of any  Preferred
Shares the Corporation shall deposit with a bank or trust company in the City of
Houston,  Texas, having a capital and surplus of at least $10,000,000  according
to its last  published  statement  of  condition,  in trust to be applied to the
redemption of the Preferred Shares so called for redemption, the funds necessary
for such redemption,  then, from and after the date of such deposit,  the shares
so called for  redemption  shall no longer be deemed to be  outstanding  and all
rights of the  holders of the shares so called for  redemption  shall  cease and
terminate, excepting only the right of holders thereof to receive the redemption
price  thereof,  without  interest.  Any interest  accrued on funds so deposited
shall be paid to the Corporation from time to time. In case the holder of shares
which shall have been called for redemption  shall not,  within five years after
the making of such  deposit,  claim the  amount  deposited  with  respect to the
redemption  of such shares,  the bank or trust company in which such deposit was
made shall be relieved of all  responsibility in respect thereof to such holder.
Preferred  Shares  which  are  redeemed  shall be  cancelled  and  shall  not be
reissued.

                                   ARTICLE V.

         The street address of the registered office of the Corporation is 15835
Park Ten Place, Houston, Texas 77084, and the name of its registered agent at
such address is James M. Holland.


                                       39





                                  ARTICLE VI.

         The number of directors constituting the board of directors is seven
(7), but there is currently a vacancy. The names and addresses of the persons
who are to serve as directors until the next annual meeting of the shareholders,
or until their successors are duly elected and qualified are:

        NAME                               ADDRESS

        Deborah A. Beck                    15835 Park Ten Place Drive
                                           Houston, Texas  77084

        Robert W. Burgess                  15835 Park Ten Place Drive
                                           Houston, Texas  77084

        George S. Dotson                   15835 Park Ten Place Drive
                                           Houston, Texas  77084

        Hans Helmerich                     15835 Park Ten Place Drive
                                           Houston, Texas  77084

        John R. Irwin                      15835 Park Ten Place Drive
                                           Houston, Texas 77084

        William J. Morrissey               15835 Park Ten Place Drive
                                           Houston, Texas 77084

                                  ARTICLE VII.

     A director of the Corporation shall not be liable to the Corporation or its
shareholders  for  monetary  damages for an act or  omission  in the  director's
capacity as a director,  except for liability for (i) a breach of the director's
duty of loyalty to the Corporation or its shareholders,  (ii) an act or omission
not in good faith or that involves intentional misconduct or a knowing violation
of the law,  (iii) a  transaction  from which the director  received an improper
benefit,  whether or not the benefit  resulted  from an action  taken within the
scope  of the  director's  office,  or (iv) an act or  omission  for  which  the
liability of a director is expressly provided for by statute.

     If the TBOC is amended after approval by the  shareholders  of this Article
VII to authorize  corporate action further  eliminating or limiting the personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the TBOC, as
so amended.

     Any repeal or modification of the foregoing  paragraph by the  shareholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

                                 ARTICLE VIII.

     The right to cumulate votes in the election of directors by any shareholder
of the Corporation is hereby expressly authorized.

                            [Signature page follows]


                                       40



       DATED:  February ____, 2006

                                     ATWOOD OCEANICS, INC.


                                     By:                                    
                                     James M. Holland

                                     Secretary





                                       41



                                                                   APPENDIX C
                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              ATWOOD OCEANICS, INC.

         Pursuant to Article 4.04 of the Texas Business Corporation Act, as
amended, or any successor statute thereto, including the Texas Business
Organizations Code, Atwood Oceanics, Inc., a Texas corporation (the
"Corporation"), hereby adopts the following Articles of Amendment to its
Restated Articles of Incorporation:

                                    ARTICLE 1

         The name of the Corporation is Atwood Oceanics, Inc.

                                    ARTICLE 2

         The first paragraph of Article IV of the Restated Articles of
Incorporation, as amended, of the Corporation is hereby deleted in its entirety
and replaced with the following:

                  "The aggregate number of shares which the Corporation shall
                  have authority to issue is fifty-one million (51,000,000)
                  shares of capital stock, of which fifty million (50,000,000)
                  shares shall be common stock (the "Common Shares") each with a
                  par value of $1.00 per share, and of which one million
                  (1,000,000) shares, each without par value, shall be preferred
                  stock (the "Preferred Shares").

                                    ARTICLE 3

         The foregoing amendment was adopted by the shareholders of the
Corporation on February 9, 2006.

                                    ARTICLE 4

         The foregoing amendment has been approved in the manner required by the
Texas Business Corporation Act, as amended, or any successor statute thereto,
including the Texas Business Organizations Code, and the constituent documents
of the Corporation.

         DATED:    February __, 2006.

                                ATWOOD OCEANICS, INC.


                                By:                                 
                                ------------------------
                                James M. Holland
                                Secretary

                                       42



                                       13

                                                                      APPENDIX D

                              ATWOOD OCEANICS, INC.
                 AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN
                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I  PURPOSE..........................................................3
         Section 1.1. Purpose...............................................3
         Section 1.2. Establishment.........................................3
         Section 1.3. Shares Subject to the Plan............................3
ARTICLE II  DEFINITIONS.....................................................3
         Section 2.1. Affiliated Entity.....................................3
         Section 2.2. Award.................................................3
         Section 2.3. Award Agreement.......................................3
         Section 2.4. Board.................................................3
         Section 2.5. Change of Control Event...............................3
         Section 2.6. Code..................................................4
         Section 2.7. Committee.............................................5
         Section 2.8. Common Stock..........................................5
         Section 2.9. Company...............................................5
         Section 2.10.Date of Grant.........................................5
         Section 2.11.Director..............................................5
         Section 2.12.Eligible Employee.....................................5
         Section 2.13.Exchange Act..........................................5
         Section 2.14.Fair Market Value.....................................5
         Section 2.15.Incentive Stock Option................................5
         Section 2.16.Nonqualified Stock Option.............................5
         Section 2.17.Non-Employee Director.................................5
         Section 2.18.Option................................................5
         Section 2.19.Participant...........................................5
         Section 2.20.Plan..................................................5
         Section 2.21.Restricted Stock Award................................5
         Section 2.22.Securities Act........................................5
         Section 2.23.Subsidiary............................................5
ARTICLE III  ADMINISTRATION.................................................6
         Section 3.1. Administration of the Plan; the Committee.............6
         Section 3.2. Committee to Make Rules and Interpret Plan............6
ARTICLE IV  GRANT OF AWARDS.................................................7
         Section 4.1. Committee to Grant Awards to Eligible Employees.......7
         Section 4.2. Grant of Awards to Non-Employee Directors.............7
ARTICLE V  ELIGIBILITY......................................................7
ARTICLE VI  STOCK OPTIONS...................................................7
         Section 6.1. Grant of Options......................................7
         Section 6.2. Conditions of Options.................................8
ARTICLE VII  RESTRICTED STOCK AWARDS.......................................10
         Section 7.1. Grant of Restricted Stock Awards.....................10
         Section 7.2. Conditions of Restricted Stock Awards................10
ARTICLE VIII  STOCK ADJUSTMENTS............................................11
ARTICLE IX  GENERAL........................................................12
         Section 9.1. Amendment or Termination of Plan.....................12
         Section 9.2. Withholding Taxes....................................12
         Section 9.3. Change of Control....................................12

                                       1


         Section 9.4. Amendments to Awards.................................12
         Section 9.5. Regulatory Approval and Listings.....................12
         Section 9.6. Right to Continued Employment or Service.............13
         Section 9.7. Compliance with Section 16(b)........................13
         Section 9.8. Reliance on Reports..................................13
         Section 9.9. Construction.........................................13
         Section 9.10.Severability.........................................13
         Section 9.11.Governing Law........................................13

                                       2



                                   ARTICLE I

                                     PURPOSE

     Section 1.1.  Purpose.  This Amended and Restated 2001 Stock Incentive Plan
amends and restates in its entirety the 2001 Stock Incentive Plan (as so amended
and restated,  the "Plan").  The Plan was  established  by the Company to create
incentives  which are  designed to motivate  Participants  to put forth  maximum
effort toward the success and growth of the Company and to enable the Company to
attract and retain  experienced  individuals who by their position,  ability and
diligence are able to make  important  contributions  to the Company's  success.
Toward  these  objectives,  the Plan  provides  for the  granting  of Options to
Eligible  Employees  and awarding  Restricted  Stock to Eligible  Employees  and
Non-Employee Directors subject to the conditions set forth in the Plan.

     Section 1.2. Establishment.  The Plan originally became effective September
6, 2001,  subject to shareholder  approval which was  subsequently  obtained and
will continue for a period of ten years thereafter,  unless earlier  terminated,
at which time no further Awards shall be made hereunder. The amendments included
in this  restatement  of the Plan will be  effective  March 1, 2006,  subject to
shareholder  approval.  The Plan  shall  continue  in effect  until all  matters
relating  to the  payment  of Awards  and  administration  of the Plan have been
settled.

     Section 1.3.  Shares Subject to the Plan.  Subject to the  limitations  set
forth in the Plan,  Awards may be made under this Plan for a total of  1,000,000
shares of Common Stock.

                                   ARTICLE II

                                   DEFINITIONS

     Section 2.1. Affiliated Entity.  Affiliated Entity means any partnership or
limited  liability  company  in which a  majority  of the  partnership  or other
similar interest thereof is owned or controlled,  directly or indirectly, by the
Company  or  one or  more  of  its  Subsidiaries  or  Affiliated  Entities  or a
combination  thereof.  For  purposes  hereof,  the Company,  a Subsidiary  or an
Affiliated  Entity  shall be deemed to have a majority  ownership  interest in a
partnership  or limited  liability  company if the Company,  such  Subsidiary or
Affiliated  Entity  shall be  allocated  a majority  of  partnership  or limited
liability  company gains or losses or shall be or control a managing director or
a general partner of such partnership or limited liability company.

     Section 2.2. Award. Award means,  individually or collectively,  any Option
or  Restricted  Stock Award  granted  under the Plan to an Eligible  Employee or
Non-Employee  Director by the  Committee  pursuant  to such  terms,  conditions,
restrictions,  and/or limitations, if any, as the Committee may establish by the
Award Agreement or otherwise.

     Section 2.3. Award Agreement.  Award Agreement means any written instrument
that  establishes  the  terms,  conditions,   restrictions,  and/or  limitations
applicable to an Award in addition to those  established by this Plan and by the
Committee's exercise of its administrative powers.

Section 2.4.      Board.  Board means the board of directors of the Company.
                  

Section 2.5.      Change of Control Event.  Change of Control Event means 
each of the following:
                


         
(a)      The  acquisition after the Effective Date of this Plan by any individual, entity or group (within the meaning of Section
         13(d)(3) or 14(d)(2) of the  Exchange  Act) (a "Person") of  beneficial  ownership  (within the meaning of Rule 13d-3
         promulgated  under the Exchange  Act) of 15% or more of either (1) the then  outstanding  shares of Common Stock (the
         "Outstanding  Company Common Stock") or (2) the combined voting power of the then  outstanding  voting  securities of
         the Company entitled to vote generally in the election of directors (the  "Outstanding  Company Voting  Securities");
         provided,  however,  that the following  acquisitions  shall not constitute a Change of Control:  (A) any acquisition
         directly from the Company,  (B) any acquisition by the Company,  (C) any acquisition by any employee benefit plan (or
         related  trust)  sponsored  or  maintained  by the Company or any  corporation  controlled  by the  Company,  (D) any
         acquisition  previously  approved by at least a majority of the members of the Incumbent  Board,  (E) any acquisition
         approved by at least a majority of the members of the  Incumbent  Board within five  business  days after the Company

                                       3


         has notice of such  acquisition,  or (F) any acquisition by any corporation  pursuant to a transaction which complies
         with clauses (1), (2), and (3) of subsection (c) of this Section 2.5; or

(b)      Individuals  who, as of the date hereof, constitute the Board (the "Incumbent Board")cease for any reason to constitute at
         least a majority of the Board;  provided,  however,  that any individual  becoming a director  subsequent to the date
         hereof whose election,  appointment or nomination for election by the Company's shareholders,  was approved by a vote
         of at least a majority of then  Incumbent  Board shall be considered as though such  individual  were a member of the
         Incumbent Board,  but excluding,  for purposes of this  definition,  any such individual whose initial  assumption of
         office  occurs as a result of an actual or  threatened  election  contest  with respect to the election or removal of
         directors or other actual or  threatened  solicitation  of proxies or consents by or on behalf of a Person other than
         the Board; or

(c)      Approval by the shareholders of the Company of a reorganization, share exchange, merger(a "Business Combination"), in each
         case, unless,  following such Business Combination,  (1) all or substantially all of the individuals and entities who
         were the beneficial  owners,  respectively,  of the Outstanding  Company Common Stock and Outstanding  Company Voting
         Securities  immediately prior to such Business  Combination will beneficially own, directly or indirectly,  more than
         70% of,  respectively,  the then  outstanding  shares  of  common  stock and the  combined  voting  power of the then
         outstanding  voting  securities  entitled to vote generally in the election of directors,  as the case may be, of the
         corporation resulting from such Business Combination (including,  without limitation, a corporation which as a result
         of such transaction will own the Company through one or more  subsidiaries) in substantially  the same proportions as
         their  ownership,  immediately  prior to such  Business  Combination  of the  Outstanding  Company  Common  Stock and
         Outstanding  Company Voting  Securities,  as the case may be, (2) no Person  (excluding any employee benefit plan (or
         related trust) of the Company or such corporation  resulting from such Business  Combination)  will beneficially own,
         directly or indirectly, 15% or more of, respectively,  the then outstanding shares of common stock of the corporation
         resulting from such Business  Combination or the combined voting power of the then outstanding  voting  securities of
         such  corporation  except to the extent that such  ownership  existed prior to the Business  Combination,  and (3) at
         least a  majority  of the  members  of the  board of  directors  of the  corporation  resulting  from  such  Business
         Combination  were members of the  Incumbent  Board at the time of the execution of the initial  agreement,  or of the
         action of the Board, providing for such Business Combination or were elected, appointed or nominated by the Board; or

(d)      Approval by the shareholders of the Company of (1) a complete liquidation or dissolution of the Company or,(2) the sale or
         other  disposition  of all or  substantially  all of the assets of the  Company,  other than to a  corporation,  with
         respect to which following such sale or other disposition,  (A) more than 70% of, respectively,  the then outstanding
         shares of common stock of such  corporation and the combined voting power of the then outstanding  voting  securities
         of such corporation  entitled to vote generally in the election of directors is then beneficially owned,  directly or
         indirectly,  by  all  or  substantially  all  of the  individuals  and  entities  who  were  the  beneficial  owners,
         respectively,  of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to
         such sale or other  disposition in substantially  the same proportion as their ownership,  immediately  prior to such
         sale or other disposition,  of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the
         case may be, (B) less than 15% of, respectively,  the then outstanding shares of common stock of such corporation and
         the combined voting power of the then outstanding  voting  securities of such corporation  entitled to vote generally
         in the election of directors  will be  beneficially  owned,  directly or  indirectly,  by any Person  (excluding  any
         employee benefit plan (or related trust) of the Company or such  corporation),  except to the extent that such Person
         owned 15% or more of the Outstanding  Company Common Stock or Outstanding Company Voting Securities prior to the sale
         or  disposition,  and (C) at least a majority  of the  members of the board of  directors  of such  corporation  were
         members of the Incumbent Board at the time of the execution of the initial agreement,  or of the action of the Board,
         providing for such sale or other disposition of assets of the Company or were elected,  appointed or nominated by the
         Board.


     Section  2.6.  Code.  Code  means the  Internal  Revenue  Code of 1986,  as
amended.  References  in the Plan to any  section of the Code shall be deemed to
include  any  amendments  or  successor  provisions  to  such  section  and  any
regulations under such section.

                                       4



     Section 2.7. Committee.  Committee means the Compensation  Committee of the
Board. 

     Section 2.8. Common Stock.  Common Stock means the common stock,  par value
$1.00 per share,  of the Company,  and after  substitution,  such
other stock as shall be substituted therefor as provided in Article VIII.

     Section  2.9.  Company.  Company  means  Atwood  Oceanics,  Inc.,  a  Texas
corporation. 

     Section  2.10.  Date of  Grant.  Date of Grant  means the date on which the
granting  of an  Award  to a  Participant  is  authorized  by  this  Plan or the
Committee,  or such  later  date as may be  specified  by the  Committee  in its
authorization.

     Section 2.11.  Director.  Director  means any individual who is a member of
the Board. 

     Section 2.12.  Eligible Employee.  Eligible Employee means any key employee
of the Company, a Subsidiary,  or an Affiliated Entity,  specifically  including
officers and Directors (other than Non-Employee Directors), who are from time to
time  responsible for the  management,  growth and protection of the business of
the Company.

     Section 2.13.  Exchange Act. Exchange Act means the Securities Exchange Act
of 1934, as amended.  References in the Plan to any section,  rule or regulation
of the Exchange Act shall be deemed to include any  amendments  or successors to
such section, rule, or regulation.

     Section 2.14.  Fair Market  Value.  Fair Market Value means (i) during such
time as the  Common  Stock is listed  upon the New York  Stock  Exchange,  other
exchanges or the  Nasdaq/National  Market System, the average of the highest and
lowest sales  prices of the Common  Stock as reported by such stock  exchange or
the  Nasdaq/National  Market  System  on the day for which  such  value is to be
determined,  or if no sale of the Common  Stock shall have been made on any such
stock  exchange  or the  Nasdaq/National  Market  System  that day,  on the next
preceding  day on which there was a sale of such Common Stock or (ii) during any
such time as the Common Stock is not listed upon an  established  stock exchange
or the  Nasdaq/National  Market System,  the mean between dealer "bid" and "ask"
prices of the Common Stock in the  over-the-counter  market on the day for which
such value is to be  determined,  as reported  by the  National  Association  of
Securities Dealers, Inc.

     Section  2.15.  Incentive  Stock  Option.  Incentive  Stock Option means an
Option within the meaning of Section 422 of the Code.

     Section 2.16. Nonqualified Stock Option. Nonqualified Stock Option means an
Option which is not an Incentive Stock Option.

Section 2.17. Non-Employee Director. Non-Employee Director means "non-employee
director" as defined in Rule 16b-3 of the General Rules and Regulations under
the Exchange Act.

Section 2.18. Option. Option means an Award of an option to purchase shares of
Common Stock granted to an Eligible Employee under Article VI of the Plan and
includes both Nonqualified Stock Options and Incentive Stock Options.

Section 2.19. Participant. Participant means an Eligible Employee or
Non-Employee Director to whom an Award has been granted.

     Section  2.20.  Plan.  Plan  means the  Atwood  Oceanics,  Inc.  2006 Stock
Incentive Plan. 

     Section 2.21. Restricted Stock Award. Restricted Stock Award means an Award
of shares of Common Stock granted to an Eligible  Employee  under Article VII of
the Plan or a Non-Employee Director under Articles IV and VII of the Plan.

     Section 2.22.  Securities Act. Securities Act shall mean the Securities Act
of 1933, as amended.  References in the Plan to any section,  rule or regulation
of the Securities Act shall be deemed to include any amendments or successors to
such section, rule, or regulation.

     Section  2.23.  Subsidiary.  Subsidiary  shall  have  the same  meaning  as
"subsidiary corporation" is defined in Section 424 of the Code.

                                       5


                                  ARTICLE III


                                 ADMINISTRATION

Section 3.1.      Administration of the Plan; the Committee.
                  -----------------------------------------
         
(a)      The Committee shall  administer the Plan. The Committee shall consist solely of two or more Non-Employee Directors who are
         appointed  by, and serve at the  pleasure  of the Board.  Unless  otherwise  provided in the  by-laws,  as amended or
         restated from time to time,  of the Company or the  resolutions  adopted from time to time by the Board  establishing
         the Committee,  the Board may from time to time remove  members from, or add members to, the Committee.  Vacancies on
         the Committee,  however  caused,  shall be filled by the Board.  The Committee  shall hold meetings at such times and
         places as it may determine.  A majority of the members of the Committee shall constitute a quorum,  and the acts of a
         majority  of the  members  present at any  meeting at which a quorum is present  or acts  reduced to or  approved  in
         writing by a majority of the members of the Committee shall be the valid acts of the Committee.

(b)     Subject to the provisions of the Plan, specifically the provisions of Section 4.2, the Committee shall have exclusive 
        power to:

        (i)     Select the Eligible Employees to whom Awards shall be granted.

        (ii)    Determine the time or times when Awards will  be made to Eligible Employees.

        (iii)   Determine the form of an Award granted to an Eligible Employee, whether an Option or a
               Restricted Stock Award, the number of shares of Common Stock subject to the Award, all
               the terms, conditions (including performance requirements), restrictions and/or
               limitations, if any, of an Award, including the time and conditions of exercise or
               vesting, and the terms of any Award Agreement, which may include the waiver or
               amendment of prior terms and conditions or acceleration or early vesting or payment of
               an Award under certain circumstances determined by the Committee.

(iv)          Determine the terms, conditions (including performance requirements), restrictions
              and/or limitations, if any, of a Restricted Stock Award granted to a Non-Employee
              Director, including the time of vesting, and the terms of any Award Agreement, which may
              include the waiver or amendment of prior terms and conditions or acceleration or
              early vesting under certain circumstances determined by the Committee.

(v)           Determine whether Awards granted to Eligible Employees will be granted singly or in combination.

(vi)          Accelerate the vesting, exercise or payment of an Award or the performance period of an Award.

(vii)         Take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan.

     Section 3.2.  Committee to Make Rules and Interpret  Plan. The Committee in
its sole discretion  shall have the authority,  subject to the provisions of the
Plan, to establish,  adopt, or revise such rules and regulations and to make all
such  determinations  relating to the Plan as it may deem necessary or advisable
for the  administration of the Plan. The Committee's  interpretation of the Plan
or any Awards and all decisions and determinations by the Committee with respect
to the Plan shall be final, binding, and conclusive on all parties.



                                       6


                                   ARTICLE IV

                                 GRANT OF AWARDS

     Section 4.1. Committee to Grant Awards to Eligible Employees. The Committee
may,  from  time  to  time,  grant  Awards  to one or more  Eligible  Employees,
provided, however, that:

(a)               Subject to Article VIII, the aggregate number of shares of
                  Common Stock made subject to the Award of Options to any
                  single Eligible Employee in any fiscal year may not exceed
                  50,000.

(b)               Subject to Article VIII, in no event shall more than 150,000
                  shares of Common Stock subject to the Plan be awarded to
                  Participants as Restricted Stock Awards, excluding those made
                  to Non-Employee Directors pursuant to Section 4.2.

(c)               No shares of Common Stock related to Awards which terminate by
                  expiration, forfeiture, cancellation or otherwise without the
                  issuance of shares of Common Stock, or which are exchanged in
                  the Committee's discretion for Awards not involving Common
                  Stock, or which are withheld to satisfy applicable tax
                  requirements, shall be available again for grant under the
                  Plan.

(d)               Common Stock delivered by the Company in payment of any Award
                  under the Plan may be authorized and unissued Common Stock or
                  Common Stock held in the treasury of the Company.

(e)               Except as specifically provided for herein, the Committee
                  shall, in its sole discretion, determine the manner in which
                  fractional shares arising under this Plan shall be treated.

     Section 4.2. Grant of Awards to Non-Employee Directors.  During each fiscal
year of the Company,  the Committee shall grant a Restricted Stock Award to each
Non-Employee  Director.  The number of shares of Common  Stock  included in such
Restricted  Stock Award shall be the number of shares of Common Stock equivalent
to $40,000, adjusted for inflation, based on the Fair Market Value of a share of
Common  Stock on the Date of Grant.  During the first  fiscal  year in which the
Plan is  effective,  the Date of Grant shall be the date of the first meeting of
the Board  following the later of (a)  shareholder  approval of the Plan and (b)
each such Director's election, re-election,  appointment, or re-appointment, but
no more than once in such fiscal year. In subsequent  fiscal years,  the Date of
Grant  shall be the  earlier  of the date of the first  meeting of the Board (x)
during any such fiscal year and (y) each such Director's election,  re-election,
appointment,  or re-appointment,  but no more than once in any such fiscal year.
Restrictions on such Restricted  Stock Awards granted to Non-Employee  Directors
shall be determined by the Committee, subject to the provisions of the Plan.

ARTICLE V

                                   ELIGIBILITY

     Subject to the  provisions of the Plan, the Committee  shall,  from time to
time,  select from the Eligible  Employees those to whom Awards shall be granted
and shall  determine the type or types of Awards to be made.  Each  Non-Employee
Director of the Company is  eligible  to be a granted a  Restricted  Stock Award
each fiscal year as set forth in Section  4.2.  For all  Awards,  the  Committee
shall  establish  in  the  related  Award  Agreements  the  terms,   conditions,
restrictions and/or limitations, if any, applicable to the Awards in addition to
those set forth in the Plan and the administrative  rules and regulations issued
by the Committee.

ARTICLE VI

                                  STOCK OPTIONS

     Section  6.1.  Grant of  Options.  The  Committee  may,  from time to time,
subject to the  provisions of the Plan and such other terms and conditions as it
may  determine,  grant  Options to  Eligible  Employees.  These  Options  may be
Incentive Stock Options or Nonqualified Stock Options, or a combination of both.

                                       7


Each grant of an Option shall be evidenced by an Award Agreement executed by the
Company and the Eligible  Employee,  and shall contain such terms and conditions
and be in such form as the Committee  may from time to time approve,  subject to
the requirements of Section 6.2.

     Section 6.2. Conditions of Options. Each Option so granted shall be subject
to the following conditions:

     (a)  Exercise  Price.  As  limited  by  Section  6.2(f)  below,  each Award
Agreement shall state the exercise price of the Option which shall be set by the
Committee at the Date of Grant; provided, however, no Option shall be granted at
an exercise  price which is less than the Fair Market  Value of the Common Stock
on the Date of Grant.

     (b) Form of  Payment.  The  exercise  price of an Option may be paid (1) in
cash or by check, bank draft or money order payable to the order of the Company;
(2) by delivering  shares of Common Stock having a Fair Market Value on the date
of payment  equal to the amount of the  exercise  price,  but only to the extent
such exercise of an Option would not result in an accounting compensation charge
with  respect to the shares  used to pay the  exercise  price  unless  otherwise
determined by the Committee;  or (3) a combination of the foregoing. In addition
to the  foregoing,  any  Option  granted  under the Plan may be  exercised  by a
broker-dealer  acting on behalf of an Eligible Employee if (A) the broker-dealer
has received from the Eligible  Employee or the Company a notice  evidencing the
exercise  of such  Option  and  instructions  signed  by the  Eligible  Employee
requesting  the  Company to deliver the shares of Common  Stock  subject to such
Option to the  broker-dealer  on behalf of the Eligible  Employee and specifying
the account into which such shares should be deposited,  (B) adequate  provision
has been made with respect to the payment of any withholding taxes due upon such
exercise or, in the case of an Incentive  Stock Option,  upon the disposition of
such shares and (C) the  broker-dealer  and the Eligible Employee have otherwise
complied  with Section  220.3(e)(4)  of  Regulation  T, 12 CFR, Part 220 and any
successor rules and regulations applicable to such exercise.

(c)               Exercise of Options.

     (i)  Generally.  Options  granted under the Plan shall be  exercisable,  in
whole or in such  installments  and at such times, and  shall expire at
such  time,  as shall be  provided  by the  Committee  in the  Award  Agreement,
however,  no Incentive  Stock Option  shall be  exercisable  more than ten years
after its Date of Grant and no  Nonqualified  Stock Option shall be  exercisable
more than ten years and one day after its Date of Grant.  Exercise  of an Option
shall be by  written  notice  to the  Secretary  at least two  business  days in
advance of such exercise stating the election to exercise in the form and manner
determined by the Committee.  Every share of Common Stock  acquired  through the
exercise  of an Option  shall be deemed to be fully paid at the time of exercise
and payment of the exercise price and  applicable  withholding  taxes.  Separate
certificates  representing  Common Stock to be delivered to an Eligible Employee
upon the exercise of any Option will be issued to such Eligible Employee.

     (ii) Termination of Employment.  If an Eligible Employee's  employment with
the Company,  a Subsidiary  or an Affiliated  Entity  terminates on or after his
"Retirement  Date"  as  such  term  is  defined  in the  Atwood  Oceanics,  Inc.
Employees'  Retirement Plan (or its successor),  or an Eligible Employee suffers
death or a permanent  or total  disability  (as defined in Section  22(e) of the
Code),  the Eligible  Employee (or his  personal  representative  in the case of
death)  shall be entitled to purchase  all or any part of the shares  subject to
any (i) vested  Incentive  Stock  Option for a period of up to three months from
such  date of  termination  (one  year in the case of death  or  disability  (as
defined  above) in lieu of the 3 month  period),  and (ii)  vested  Nonqualified
Stock Option during the remaining term of the Option. If an Eligible  Employee's
employment  terminates  for any other  reason,  the Eligible  Employee  shall be
entitled to purchase all or any part of the shares  subject to any vested Option
for a period of up to three  months from such date of  termination.  In no event
shall any Option be exercisable past the term of the Option.  The Committee may,
in its sole discretion,  accelerate the vesting of unvested Options in the event
of termination of employment of any Eligible Employee.




                                       8

     (d)  Limited  Transferability.   The  Committee  may,  in  its  discretion,
authorize all or a portion of the Nonqualified  Stock Options granted under this
Plan to be on terms which permit  transfer by the  Eligible  Employee to (i) the
ex-spouse of the Eligible Employee pursuant to the terms of a domestic relations
order,  (ii) the spouse,  children or  grandchildren  of the  Eligible  Employee
("Immediate Family Members"),  (iii) a trust or trusts for the exclusive benefit
of such Immediate Family Members,  or (iv) a partnership in which such Immediate
Family  Members  are the only  partners.  In addition  (1) unless the  Committee
otherwise permits,  there may be no consideration for any such transfer, (2) the
Award Agreement  pursuant to which such  Nonqualified  Stock Options are granted
must  be   approved  by  the   Committee,   and  must   expressly   provide  for
transferability  in a manner consistent with this paragraph,  and (3) subsequent
transfers of transferred  Nonqualified  Stock Options shall be prohibited except
as set  forth  below  in this  Section  6.2(d).  Following  transfer,  any  such
Nonqualified  Stock Options  shall  continue to be subject to the same terms and
conditions as were applicable  immediately prior to transfer,  provided that for
purposes of Section  6.2(c)(ii)  hereof,  the term "Eligible  Employee" shall be
deemed to refer to the  transferee.  The events of  termination of employment of
Section  6.2(c)(ii)  hereof  shall  continue to be applied  with  respect to the
original Eligible Employee, following which the Nonqualified Stock Options shall
be  exercisable  by the  transferee  only to the  extent,  and  for the  periods
specified in Section  6.2(c)(ii)  hereof.  No transfer  pursuant to this Section
6.2(d) shall be effective to bind the Company unless the Company shall have been
furnished  with  written  notice  of such  transfer  together  with  such  other
documents  regarding  the transfer as the  Committee  shall  request.  Except as
otherwise  specifically provided for herein,  Options shall be transferable only
by will or the laws of descent and  distribution;  however,  no such transfer of
Options by the Eligible  Employee  shall be effective to bind the Company unless
the Company shall have been  furnished  with written notice of such transfer and
an  authenticated  copy of the will and/or such other  evidence as the Committee
may deem  necessary to establish the validity of the transfer and the acceptance
by the  transferee  of the terms and  conditions  of such  Options.  Any Options
transferred by will or the laws of descent and distribution shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer.

     (e) Other Terms and Conditions.  Among other conditions that may be imposed
by the Committee, if deemed appropriate, are those relating to (1) the period or
periods and the  conditions  of  exercisability  of any Option;  (2) the minimum
periods  during which Eligible  Employees  must be employed by the Company,  its
Subsidiaries,  or an Affiliated  Entity, or must hold Options before they may be
exercised;  (3) the minimum  periods during which shares  acquired upon exercise
must be held before sale or transfer shall be permitted;  (4)  conditions  under
which such Options or shares may be subject to forfeiture;  (5) the frequency of
exercise or the minimum or maximum  number of shares that may be acquired at any
one time; (6) the achievement by the Company of specified  performance criteria;
and (7) non-compete and protection of business matters.

     (f) Special  Restrictions  Relating to  Incentive  Stock  Options.  Options
issued  in the  form  of  Incentive  Stock  Options  shall  be  granted  only to
individuals  who  are  Eligible  Employees  of  the  Company  or  a  Subsidiary.
Furthermore,  Incentive Stock Options shall, in addition to being subject to all
applicable terms, conditions, restrictions and/or limitations established by the
Committee,  comply with the requirements of Section 422 of the Code,  including,
without  limitation,  the  requirement  that the exercise  price of an Incentive
Stock  Option not be less than 100% of the Fair Market Value of the Common Stock
on its Date of Grant, the requirement  that each Incentive Stock Option,  unless
sooner  exercised,  terminated or cancelled,  expire no later than 10 years from
its Date of Grant,  and the  requirement  that the  aggregate  Fair Market Value
(determined  on the Date of Grant) of the  Common  Stock  with  respect to which
Incentive  Stock  Options  are  exercisable  for the  first  time by a  Eligible
Employee  during  any  fiscal  year  (under  this Plan or any other  plan of the
Company or any Subsidiary) not exceed $100,000.

     (g)  Application  of Funds.  The proceeds  received by the Company from the
sale of Common  Stock  pursuant to exercise of Options  will be used for general
corporate purposes.

     (h)  Shareholder  Rights.  No  Eligible  Employee  shall  have a right as a
shareholder with respect to any share of Common Stock subject to an Option prior
to purchase of such shares of Common Stock by exercise of the Option.

                                       9


ARTICLE VII

                             RESTRICTED STOCK AWARDS

     Section 7.1. Grant of Restricted Stock Awards. The Committee may, from time
to  time,  subject  to the  provisions  of the Plan and  such  other  terms  and
conditions as it may determine,  grant a Restricted  Stock Award to any Eligible
Employee.  All  Restricted  Stock  Awards  made to Eligible  Employees  shall be
awarded  in such  number  and at such  times  during the term of the Plan as the
Committee shall determine.  The Committee shall grant Restricted Stock Awards to
Non-Employee  Directors as set forth in Section 4.2. As a condition to the grant
of a  Restricted  Stock  Award  under the Plan,  each  Participant  so granted a
Restricted  Stock  Award  shall  execute  and  deliver  to the  Company an Award
Agreement.

     Section  7.2.  Conditions  of  Restricted  Stock  Awards.  The  grant  of a
Restricted    Stock    Award    shall    be    subject    to   the    following:
-------------------------------------

(a)          Restriction Period.

  (i)          Generally. The period in which restrictions
               apply to Restricted Stock Awards is a
               "Restriction Period." The Award Agreement
               will set forth, among other things, any
               vesting requirements and Restriction
               Periods.

  (ii)         Eligible Employees. As to Eligible
               Employees, vesting conditions may include,
               but are not limited to, the achievement by
               the Company of specified performance
               criteria, and the requirement to remain in
               the employment of the Company, a Subsidiary,
               or an Affiliated Entity for a prescribed
               period of time. The Committee shall
               determine the Restriction Period which shall
               apply to the shares of Common Stock included
               in a Restricted Stock Award, or portion
               thereof, granted to an Eligible Employee;
               provided, however, the Restriction Period
               related to a Restricted Stock Award granted
               to an Eligible Employee shall be no less
               than six months nor more than ten years.

  (iii)        Non-Employee Directors. The Restriction
               Period for shares of Common Stock included
               in a Restricted Stock Award granted to a
               Non-Employee Director shall be three years,
               with 100% of the shares included in the
               Restricted Stock Award vesting on the Date
               of Grant.

(b)          Restrictions. Except as specifically
             provided for in the Plan or an Award
             Agreement, the holder of a Restricted Stock
             Award may not sell, transfer, pledge,
             exchange, hypothecate, or otherwise dispose
             of the shares of Common Stock represented by
             the Restricted Stock Award during the
             applicable Restriction Period. The Committee
             shall impose such other restrictions and
             conditions on any shares of Common Stock
             related to a Restricted Stock Award as it
             may deem advisable including, without
             limitation, restrictions under applicable
             federal or state securities laws, and may
             legend the certificates representing shares
             of Common Stock related to Restricted Stock
             Awards to give appropriate notice of such
             restrictions.

(c)          Lapse of Restrictions. The restrictions set
             forth in the paragraph (b) above shall
             terminate with respect to the shares of
             Common Stock to which they apply upon the
             earliest to occur of the following, except
             that no restrictions shall lapse less than
             six months from the Date of Grant of a
             Restricted Stock Award in the event of (i),
             (ii), (iii) and (iv) below, unless otherwise
             specified by the Committee:
  (i)          Upon the expiration of the applicable
               Restriction Period;

  (ii)         Upon the termination of an Eligible
               Employee's employment with the Company, a
               Subsidiary or an Affiliated Entity, if
               occurring on or after his "Retirement Date"
               as such term is defined in the Atwood
               Oceanics, Inc. Employees' Retirement Plan
               (or its successor);

  (iii)        The Participant's total and permanent
               disability (as defined in Section 22(e) of
               the Code);

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  (iv)         The Participant's death;

  (v)          The occurrence of a Change of Control Event;or

  (vi)         The acceleration of the termination of such
               restrictions on such terms and conditions as
               the Committee may establish in its sole
               discretion.

     To the  extent a  Restricted  Stock  Award is not vested at the time of the
occurrence of one of the events  specified in (i),  (ii),  (iii),  (iv), or (vi)
above,  any Restricted Stock Award  transferred  subsequent to the occurrence of
such event shall continue to be subject to the same terms and conditions as were
applicable  immediately prior to transfer.  Such transfer shall not be effective
to bind the Company  unless the Company shall have been  furnished  with written
notice of such  transfer and an  authenticated  copy of the will (in the case of
death of the  Participant)  and/or such other evidence as the Committee may deem
necessary to establish  the validity of the transfer and the  acceptance  by the
transferee of the terms and conditions of such Restricted Stock Award.

     (d) Delivery of Share Certificates;  Legending. Each Restricted Stock Award
may be evidenced in such manner as the Committee deems  appropriate,  including,
without limitation, a book-entry registration or issuance of a stock certificate
or  certificates.  Until the  applicable  Restriction  Period has  expired,  the
Company or its designee  shall hold in escrow any  certificate  or  certificates
representing  shares  of Common  Stock  issued to a  Participant  pursuant  to a
Restricted  Stock  Award.  Certificates  for  shares of Common  Stock  delivered
pursuant to a Restricted Stock Award may, if the Committee so determines, bear a
legend  referring to the  restrictions  and the instruments to which such shares
are subject.

     (e) Rights as Shareholders.  During any Restriction  Period,  the Committee
may, in its discretion,  grant to the holder of a Restricted  Stock Award all or
any of the rights of a shareholder  with respect to the shares,  including,  but
not by way of limitation, the right to vote such shares and to receive dividends
and to purchase  securities  pursuant to that  certain  Rights  Agreement by and
between the Company and  Continental  Stock  Transfer & Trust Company (as Rights
Agent)  dated  October  18,  2002,  as the  same  may be  amended,  modified  or
supplement from time to time. If any dividends or other  distributions  are paid
in  shares  of  Common  Stock,  all such  shares  shall be  subject  to the same
restrictions on  transferability  as the shares included in the Restricted Stock
Award with respect to which they were paid.

ARTICLE VIII

                                STOCK ADJUSTMENTS

     In the event that the shares of Common  Stock,  as  presently  constituted,
shall be changed into or exchanged  for a different  number or kind of shares of
stock or other securities of the Company or of another  corporation  (whether by
reason  of  merger,  consolidation,  recapitalization,  reclassification,  stock
split,  spinoff,  combination of shares or otherwise),  or if the number of such
shares of  Common  Stock  shall be  increased  through  the  payment  of a stock
dividend,  or a dividend on the shares of Common  Stock or rights or warrants to
purchase securities of the Company shall be issued to holders of all outstanding
Common  Stock,  then  there  shall be  substituted  for or  added to each  share
available under and subject to the Plan, and each share theretofore appropriated
under the Plan, the number and kind of shares of stock or other  securities into
which each  outstanding  share of Common  Stock shall be so changed or for which
each  such  share  shall be  exchanged  or to which  each  such  share  shall be
entitled,  as the case may be, on a fair and equivalent basis in accordance with
the applicable  provisions of Section 424 of the Code; provided,  however,  with
respect  to  Options,  in  no  such  event  will  such  adjustment  result  in a
modification  of any Option as defined  in  Section  424(h) of the Code.  In the
event there shall be any other  change in the number or kind of the  outstanding
shares of Common Stock,  or any stock or other  securities into which the Common
Stock shall have been changed or for which it shall have been exchanged, then if
the  Committee  shall,  in its  sole  discretion,  determine  that  such  change
equitably  requires an adjustment in the shares  available  under and subject to
the Plan, or in any Award,  theretofore granted,  such adjustments shall be made
in accordance with such  determination,  except that no adjustment of the number
of shares of Common Stock available under the Plan or to which any Award relates
that would  otherwise be required shall be made unless and until such adjustment
either by itself or with other  adjustments not previously made would require an
increase  or  decrease  of at least 1% in the  number of shares of Common  Stock
available under the Plan or to which any Award relates  immediately prior to the
making  of  such   adjustment   (the  "Minimum   Adjustment").   Any  adjustment


                                       11



representing a change of less than such minimum amount shall be carried forward
and made as soon as such adjustment together with other adjustments  required by
this Article VIII and not previously made would result in a Minimum  Adjustment.
Notwithstanding  the  foregoing,  any  adjustment  required by this Article VIII
which  otherwise  would not  result in a Minimum  Adjustment  shall be made with
respect to shares of Common  Stock  relating to any Award  immediately  prior to
exercise, payment or settlement of such Award.

     No fractional  shares of Common Stock or units of other securities shall be
issued  pursuant  to any  adjustment  pursuant  to this  Article  VIII,  and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding  downward to the nearest  whole share of Common  Stock or unit of other
securities.

ARTICLE IX

                                     GENERAL

     Section 9.1. Amendment or Termination of Plan. The Board may amend, suspend
or  terminate  the Plan at any time,  but  except as  specifically  provided  in
writing, no amendments,  suspension or termination of this Plan shall affect any
restriction  on or terms of any  previously  granted  Award made pursuant to the
Plan.  In  addition,  the Board  may,  from time to time,  amend the Plan in any
manner, but may not without shareholder approval adopt any amendment which would
(i) reprice  previously granted Options or cancel and reissue Options at a lower
exercise  price,  (ii) increase the  aggregate  number of shares of Common Stock
available  under the Plan (except by operation of Article  VIII) or (iii) modify
any provision of the Plan which would materially  increase the benefit or rights
of any  Participant  in the  Plan.  Amendments  to the  Plan may be  subject  to
approval by the  shareholders of the Company  pursuant to applicable  federal or
state law or rules  adopted by the New York Stock  Exchange  or any other  stock
exchange  or the  Nasdaq/National  Market  System  on which  the  shares  of the
Company's Common Stock may be listed from time to time.

     Section 9.2.  Withholding  Taxes. An Eligible Employee shall pay the amount
of taxes  required by law upon the exercise of an Option in cash or as otherwise
permitted in this Section 9.2.  Unless  otherwise paid by the  Participant,  the
Company shall be entitled to deduct from any payment under the Plan,  regardless
of the form of such payment,  the amount of all applicable income and employment
taxes required by law to be withheld with respect to such payment or may require
the  Participant to pay to it such tax prior to and as a condition of the making
of such payment. In accordance with any applicable  administrative guidelines it
establishes,  the Committee  may allow a Participant  to pay the amount of taxes
required by law to be  withheld  from an Award by (i)  directing  the Company to
withhold from any payment of the Award a number of shares of Common Stock having
a Fair Market  Value on the date of payment  equal to the amount of the required
withholding  taxes or (ii) delivering to the Company  previously owned shares of
Common  Stock  having a Fair  Market  Value on the date of payment  equal to the
amount   of  the   required   withholding   taxes;   provided,   the   foregoing
notwithstanding,  any payment made by the Participant  pursuant to either of the
foregoing  clauses (i) or (ii) shall not be  permitted  if it would result in an
accounting  charge with  respect to such  shares  used to pay such taxes  unless
otherwise approved by the Committee.

Section 9.3. Change of Control. Awards granted under the Plan to any Participant
shall be immediately and automatically vested, fully earned and exercisable, if
an Option, upon the occurrence of a Change of Control Event.

     Section 9.4.  Amendments to Awards. With the exception of repricing Options
or canceling and re-issuing Options at a lower exercise price, the Committee may
at any time unilaterally amend the terms of any Award Agreement,  whether or not
presently  exercisable or vested, to the extent it deems appropriate;  provided,
however,  that any such  amendment  which is  adverse to the  Participant  shall
require the  Participant's  consent.  An Option can be repriced or cancelled and
reissued at a lower exercise price only upon approval by the shareholders of the
Company.

     Section 9.5.  Regulatory  Approval and Listings.  The Company shall use its
best  efforts to file with the  Securities  and Exchange  Commission  as soon as
practicable following approval by the shareholders of the Company of the Plan as
provided  in  Section  1.2 of the  Plan,  and  keep  continuously  effective,  a
registration  statement  on Form S-8 with  respect  to shares  of  Common  Stock
subject to Awards hereunder.  Notwithstanding anything contained in this Plan to
the  contrary,  the Company  shall have no  obligation to issue shares of Common
Stock under this Plan prior to:

(a)               the obtaining of any approval from, or satisfaction of any
                  waiting period or other condition imposed by, any governmental
                  agency which the Committee shall, in its sole discretion,
                  determine to be necessary or advisable;

                                       12


(b)               the admission of such shares to listing on the stock exchange
                  on which the Common Stock may be listed; and

(c)               the completion of any registration or other qualification of
                  such shares under any state or federal law or ruling of any
                  governmental body which the Committee shall, in its sole
                  discretion, determine to be necessary or advisable.

     If the  shares of Common  Stock  that have been  awarded  to a  Participant
pursuant to the provisions of the Plan are not  registered  under the Securities
Act,  pursuant  to  an  effective  registration  statement  on  Form  S-8,  such
Participant,  if the  Committee  shall deem it  advisable,  may be  required  to
represent  and agree in writing (y) that any shares of Common Stock  acquired by
the  Participant  pursuant  to the Plan will not be sold  except  pursuant to an
effective  registration  statement  under the Securities  Act, or pursuant to an
exemption  from  registration  under  the  Securities  Act,  and (z)  that  such
Participant has acquired such shares of Common Stock for the  Participant's  own
account and not with a view to the distribution thereof.

     Section 9.6. Right to Continued Employment or Service.  Nothing in the Plan
or in the  instruments  evidencing the grant of an Award under the Plan shall in
any  manner  be  construed  to limit in any way the  right of the  Company,  any
Subsidiary,  or any  Affiliated  Entity  to  terminate  an  Eligible  Employee's
employment  or the  right of the  shareholders  of the  Company  to  remove  any
Director  at any time,  or give any right to any person,  including  an Eligible
Employee,  to be or to remain  employed  by, or to serve as a  Director  of, the
Company,  a Subsidiary or any Affiliated Entity.  Further,  the adoption of this
Plan shall not be deemed to give any Eligible  Employee or any other individual,
other than a Non-Employee Director, any right to be selected as a Participant or
to be granted an Award.

     Section 9.7.  Compliance with Section 16(b). The Plan is intended to comply
with  all  applicable  conditions  of  Rule  16b-3  of  the  General  Rules  and
Regulations  under the Exchange  Act. All  transactions  involving the Company's
executive  officers and Directors are subject to such conditions,  regardless of
whether the conditions are expressly set forth in the Plan. Any provision of the
Plan that is contrary to a condition  of Rule 16b-3 shall not apply to executive
officers and Directors of the Company.

     Section 9.8.  Reliance on Reports.  Each member of the  Committee  and each
member of the Board shall be fully  justified in relying or acting in good faith
upon any report made by the  independent  public  accountants of the Company and
its Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons  other than himself or herself.  In no event shall
any person who is or shall have been a member of the  Committee  or of the Board
be liable for any  determination  made or other  action taken or any omission to
act in reliance  upon any such report or  information  or for any action  taken,
including the furnishing of information, or failure to act, if in good faith.

     Section 9.9. Construction.  Masculine pronouns and other words of masculine
gender  shall  refer to both men and  women.  The  titles  and  headings  of the
sections in the Plan are for the convenience of reference only, and in the event
of any  conflict,  the text of the Plan,  rather than such  titles or  headings,
shall control.

     Section  9.10.  Severability.  The  invalidity or  unenforceability  of any
provision of the Plan or an Award granted  pursuant  hereto shall not affect the
validity and enforceability of the remaining  provisions of the Plan and or such
Award.  The invalid or  unenforceable  provision shall be stricken to the extent
necessary to preserve the validity and  enforceability of the Plan and the Award
granted pursuant hereto.

Section 9.11. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to conflicts of
laws, except as superseded by applicable federal law.


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