THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Atwood Oceanics, Inc. (ATW)

1/13/2006 Proxy Information

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.

1/15/2005 Proxy Information

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.

1/16/2004 Proxy Information

Upon being awarded a term contract in August 1994, we entered into a joint venture agreement with H&P (which through its wholly-owned subsidiary, H&PIDC, owns 21.66% of our Common Stock and may be deemed to be an affiliate of the Company) for the design, construction and operation of RIG-200, a platform rig. The rig has not worked since June 1999 and was retired during 2002. We and H&P each had a 50% interest in the joint venture. We invested approximately $12 million in that project. In May 2003, we sold our 50% interest in the dismantled RIG-200 to H&PIDC at its net book value of $500,000. After considering the current market for similar rigs, Mr. Irwin decided it was in the Company's best interest to make the sale based upon the net book value. The Company did not recognize a gain or a loss as a result of the sale of RIG-200. Two (2) of our directors at December 31, 2003, Messrs. Helmerich and Dotson, are directors and executive officers of H&P and H&PIDC.