EXHIBIT 10.3.8

                    FORM OF RESTRICTED STOCK AWARD AGREEMENT
                            2001 STOCK INCENTIVE PLAN


     This is an Agreement dated the ______ day of ______________  200__, between
ATWOOD OCEANICS, INC., (the "Company") and ________________________ ("Restricted
Stock Award Recipient ").

     Recitals:  The  Company  has  adopted  its 2001  Stock  Incentive  Plan (as
amended,  restated, or otherwise modified from time to time, the "Plan") for the
awarding to Participants  (as defined in the Plan) shares of Common Stock of the
Company as restricted stock.  Pursuant to said Plan, the Compensation  Committee
of the  Company's  Board of Directors has approved and ratified the execution of
this  Restricted  Stock Award  Agreement  between the Company and the Restricted
Stock Award  Recipient.  It is  understood  and agreed that neither the award of
restricted  stock nor the execution of this Agreement  shall create any right of
the  Recipient  to remain in the  employ of the  Company,  and that the  Company
retains  the  right to  terminate  such  employment  at will,  for due  cause or
otherwise.


Agreement:

1.      The Company awards to the Restricted Stock Award Recipient
        ______shares of restricted Common Stock, $1.00 per value, of
        the Company (the "Restricted Stock"). The Restricted Stock has
        a restriction period of ________ years (the "Restriction
        Period"). [Vesting of the Restricted Stock will only occur if
        the Restricted Stock Award Recipient remains in the employment
        of the Company, its subsidiary or affiliate (collectively, the
        "Company Group for the prescribed Restriction Period.] At the
        end of the Restriction Period, the restriction imposed by the
        Compensation Committee shall lapse with respect to the
        Restricted Stock covered by this Agreement.

2.      The holder of Restricted Stock may not sell, transfer, pledge,
        exchange, hypothecate, or otherwise dispose of the Restricted
        Stock during the applicable Restriction Period.
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3.      During any Restriction Period, if any dividends or other
        distributions are paid in shares of Common Stock, the
        Restricted Stock Award Recipient shall receive such dividends,
        but all such shares of Common Stock shall be subject to the
        same restrictions as the shares of Restricted Stock with
        respect to which they were paid.

4.      The employment of the Restricted Stock Award Recipient, as it
        relates to the Restriction Period, shall be deemed to continue
        during any leave of absence, which has been authorized by the
        Company Group.

5.      If the outstanding shares of the Common Stock of the Company
        are increased, decreased, changed into, or exchanged for a
        different number or kind of shares or securities of the
        Company through reorganization, recapitalization,
        reclassification, stock dividend, stock split or reverse stock
        split, an appropriate and proportionate adjustment shall be
        made in the Restricted Stock on the same basis as any other
        similarly situated shareholder of the Company.

6.      Subject to the provisions of the Plan, in the event of a
        Change of Control (as defined in the Plan), [all Restricted
        Stock shall vest and] the Restriction Period shall terminate.

7.      Nothing herein contained shall affect the right of the
        Restricted Stock Award Recipient to participate in and receive
        benefits under and in accordance with the then current
        provisions of any pension, insurance, profit sharing or other
        Restricted Stock Award Recipient welfare plan or program of
        the Company Group.

8.      The Restricted Stock Award Recipient shall not be entitled to
        any of the rights or privileges of a shareholder of the
        Company in respect of any shares of Common Stock until a
        certificate or certificates representing such shares shall
        have been actually issued and delivered to him or her.

9.      The Restricted Stock is subject to, and the Company and
        Restricted Stock Award Recipient agree to be bound by, all of
        the terms and conditions of the Plan, except that no amendment
        to the Plan shall adversely affect the Restricted Stock Award
        Recipient's rights under this Agreement. A copy of the Plan in
        its present form is available for inspection during business
        hours by the Restricted Stock Award Recipient at the Company's
        principal office.
<PAGE>

10.     Upon lapse of the Restriction Period [and vesting] of the
        Restricted Stock, the Company Group may be required to
        withhold federal or local tax with respect to the realization
        of compensation. Any federal or local tax withholding
        requirements with respect to the realization of compensation
        must be fully satisfied by the Restricted Stock Award
        Recipient upon the lapse of the Restriction Period [and
        vesting] by delivering to the Company, on behalf of the
        Company Group, cash in an amount determined by the Company
        Group to be sufficient to satisfy any such withholding
        requirement.

11.     This Agreement has been executed and delivered the day and
        year first above written at Houston, Texas, and the
        interpretation, performance and enforcement of this Agreement
        shall be governed by the laws of the State of Texas, without
        regard to conflicts of laws.

                                            ATWOOD OCEANICS, INC.



                                            ---------------------------------
                                            Restricted Stock Award Recipient