UTI ENERGY CORP, 10-K, 1998-03-20

UTI ENERGY CORP
10-K, 1998-03-20
OIL & GAS FIELD SERVICES, NEC

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[x] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition
period from _______________ to _______________.

Commission File Number 1-12542

UTI ENERGY CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 23-2037823
- ---------------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)

SUITE 225N
16800 GREENSPOINT PARK
HOUSTON, TEXAS 77060
- ---------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)

(281) 873-4111
----------------------------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------

COMMON STOCK, PAR VALUE $.001 AMERICAN STOCK EXCHANGE

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

Aggregate market value of the voting stock held by non-affiliates of the
registrant.

$168,095,000 AT MARCH 13, 1998

Number of shares outstanding of each class of registrant's common stock, as of
the latest practicable date.

16,056,741 SHARES OF COMMON STOCK AT MARCH 13, 1998

DOCUMENTS INCORPORATED BY REFERENCE.

Proxy Statement for the 1998 Annual Meeting of Shareholders. (Part III)
<PAGE> 2
PART I.

ITEM 1. BUSINESS

INTRODUCTION

The Company is a leading provider of onshore contract drilling
services to exploration and production companies and operates one of the
largest land drilling rig fleets in the United States. The Company's drilling
operations currently are concentrated in the prolific oil and natural gas
producing basins of Oklahoma, Texas and the Gulf Coast. The Company's rig
fleet consists of 89 land drilling rigs that are well suited to the
requirements of its markets. The Company also provides drilling and pressure
pumping services in the Appalachian Basin.

Beginning in 1995, the Company made a strategic decision to focus its
efforts on the expansion of its land drilling operations to take advantage of
improving market conditions and of the benefits arising from a consolidation in
the land drilling industry. To effect this strategy, the Company embarked on
an acquisition program aimed at expanding the Company's presence in select oil
and gas producing regions in the United States. Since 1995, the Company has
more than tripled the size of its rig fleet through acquisitions that have
improved its drilling capabilities, diversified its operations geographically
and expanded its market share in its core areas of operations. These
acquisitions also have provided the Company with significant operational
leverage through its 77 currently marketed and 12 stacked rigs, a large
inventory of drilling equipment and approximately 80,000 feet of spare drill
pipe. The Company estimates that its stacked rigs could be placed in service
at an average capital cost of approximately $250,000 per rig.

The Company's drilling operations are managed on a regional basis
through local operating units and by managers with expertise and knowledge of
regional drilling conditions and needs. These units are supported by
centralized management responsible for the allocation and sharing of equipment,
supplies and personnel and the establishment of bidding parameters. The
Company believes that this organizational structure provides it with an
important competitive advantage in both operations and acquisitions in the
fragmented land drilling market.

The Company's strategy is to continue to be one of the leading
consolidators in the industry and to take advantage of improving market
conditions and the benefits of consolidation. The Company also intends to
expand its operations through the redeployment of equipment among the Company's
existing regional operations. Key aspects of the Company's business strategy
include:

Acquisitions and Consolidations. The Company seeks acquisitions of
companies with existing operations, established reputations for quality
operations and equipment that can be assimilated into the Company's operations.
These acquisitions are intended to supplement the Company's existing operations
by providing additional equipment, experienced employees, higher market share
and improved operating leverage.

Decentralized Operating Structure. The Company maintains a
decentralized operating structure with regional managers who are responsible
for the day-to-day operations and customer relations in their areas. The
Company believes that expansion of market share in its core operating areas and
its regional operating structure provide for cost savings and efficiencies.

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<PAGE> 3
Diversified Drilling Operations. The Company seeks to achieve a
diversified mix of drilling equipment that is well suited to meet its
customers' regional demands for rigs. The Company's rig fleet has depth
capabilities ranging from 5,000 to 25,000 feet and is located in the prolific
oil and natural gas producing basins of Oklahoma, Texas and the Gulf Coast.

Large Inventory of Available Equipment. The Company seeks operational
leverage through the ownership of available equipment that can be utilized when
needed in a cost effective manner. Rigs, drill pipe and other equipment are
allocated among regional drilling units based on the needs and profitability of
the units.

Disciplined Pricing Approach. The Company maintains a disciplined
approach to bidding on drilling contracts, with a focus on profitability rather
than on the maximization of rig utilization.

ACQUISITIONS

Since November 1995, the Company has acquired 66 rigs in five
transactions, approximately one million feet of drill pipe and other equipment
through its acquisition of FWA Drilling Company, Inc. ("FWA"), Viersen and
Cochran Drilling Company ("Viersen") and J.S.M. & Associates, Inc. ("JSM") and
its acquisition of the contract drilling assets of Quarles Drilling Corporation
("Quarles") and Southland Drilling Company Ltd. ("Southland"). These
acquisitions were effected at an estimated total cost to the Company of $88.7
million, consisting of a combination of cash, notes, Common Stock and warrants
to purchase Common Stock.

J.S.M. & Associates, Inc. On September 11, 1997, the Company acquired
JSM, a West Texas land drilling contractor, for 618,748 shares of Common Stock
and $2.6 million in cash. The acquisition provided the Company with seven
actively marketed and fully manned high-quality land drilling rigs having depth
capabilities ranging from 10,000 to 14,000 feet. The acquisition also provided
the Company with an additional office and warehouse in Odessa, Texas, various
spare equipment and supplies and $950,000 in net working capital. The JSM
acquisition makes the Company one of the two largest land drilling contractors
in the Permian Basin with a rig fleet of thirty three rigs. Revenues
attributable to JSM's seven rigs since September 11, 1997 were $6.0 million.

Southland Drilling Company. On April 11, 1997, the Company completed
the acquisition of the contract drilling assets of Southland for $27.1 million
in cash and warrants to purchase 300,000 shares of Common Stock at $16.00 per
share. The acquisition provided eight actively marketed high-quality land
drilling rigs having depth capabilities ranging from 12,000 feet to 16,000 feet
and experienced rig crews. During 1996, these eight rigs operated at an
average utilization rate of approximately 90%. The Southland acquisition
provided the Company with an operating base in South Texas and expanded the
Company's presence in the South Texas and Gulf Coast markets. Revenues
attributable to Southland's eight rigs since April 11, 1997 were $15.6 million.

Quarles Drilling Corporation. On January 27, 1997, the Company
completed the acquisition of the contract drilling assets of Quarles for $8.1
million in cash and 733,779 shares of Common Stock having a value at the time
of $8.1 million. The assets acquired from Quarles consisted of nine actively
marketed high-quality land drilling rigs, including three electric deep
drilling rigs. This acquisition expanded the Company's operations in Oklahoma
and East Texas and allowed the Company to enter the Texas Gulf Coast market with
the electric deep drilling rigs. Revenues attributable to Quarles' nine rigs
since January 27, 1997 were $20.3 million.

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<PAGE> 4
Viersen and Cochran Drilling Corporation. In August 1996, the Company
completed the acquisition of Viersen for $6.0 million in cash, a two-year $8.0
million note and warrants to purchase 600,000 shares of Common Stock at $5.00
per share. Viersen's assets consisted of thirteen high-quality land drilling
rigs, two of which were electric deep drilling rigs, over 500,000 feet of spare
drill pipe, over 800 drill collars and other spare drilling equipment. Since
the Viersen acquisition, the Company has redeployed nine of the Viersen rigs
into the Company's Texas and Oklahoma operations and is utilizing the acquired
drill pipe and related drilling equipment throughout its operations as needed.
Revenues attributable to Viersen rigs were $19.5 million and $2.6 million
during the year ended December 31, 1997 and 1996, respectively.

FWA Drilling Company. In November 1995, the Company completed the
acquisition of FWA for $14.0 million ($12.9 million net of working capital).
The FWA acquisition added twenty-nine land drilling rigs to the Company's fleet
and expanded the Company's operations into the East and West Texas markets
where it had previously not been operating. Revenues attributable to FWA's
rigs for the years ended December 31, 1997 and 1996 were $64.8 million and
$49.8 million, respectively.

CONTRACT DRILLING

General

The Company's contract drilling fleet currently consists of 89 land
drilling rigs having effective depth capacities ranging from 5,000 to 25,000
feet. As of March 13, 1998 the Company had a total of 77 rigs available for
contract up from 50 rigs available for contract at December 31, 1996. The
Company also has 12 stacked rigs that could be returned to operation at an
average estimated cost of approximately $250,000 per rig. The Company's rig
utilization rate was 72% for the year ended December 31, 1997. The Company
believes that its excess capacity provides substantial potential for growth.

The Company's contract drilling services are performed through various
regional drilling units and markets under the names Triad Drilling Company
("Triad"), FWA, Southland, Cougar, JSM and International Petroleum Service
Company ("IPSCO"). The Company's drilling operations currently are
concentrated in the prolific oil and natural gas producing regions of Texas,
Oklahoma and the Gulf Coast. The Company also markets five smaller rigs in the
Appalachian Basin in Ohio, Pennsylvania and New York. Drilling operations are
managed through regional offices located in Oklahoma City, Oklahoma; Midland,
Odessa, Tyler, Houston and Victoria, Texas; and Sheffield, Pennsylvania. Rigs
and equipment are deployed and allocated among the various drilling units based
on regional need and profitability. The Company's contract drilling customers
include major oil companies and independent producers, both large and small.

Day-to-day drilling operations are managed at the Company's regional
offices through a team of unit managers who are responsible for designated
rigs and locations and clients at those locations. Drilling contracts are bid
on the basis of profitability and local market conditions and not to maximize
rig utilization at the expense of profitability.

The Company maintains an incentive compensation plan for its
managerial and key employees based on operating and budgeted results. The
Company believes that this plan provides the Company with the ability to
attract and retain qualified managers and key operating employees. The Company
also provides incentive compensation to its rig workers based on operating
results and safety records.

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<PAGE> 5
Drilling Rigs and Other Contract Drilling Properties

A land drilling rig consists of various components including engines,
drawworks or hoist, derrick or mast, pumps, blowout preventers and drill pipe.
Rig size and configuration vary with depth, terrain and operator requirements.
An active maintenance program during the life of a drilling rig permits the
maintenance, replacement and upgrading of its components on an individual
basis. Over the life of a typical drilling rig, major components, such as
engines, pumps, drawworks and drill pipe are replaced or rebuilt on a periodic
basis as required while other components, such as the mast and substructure,
can be utilized for extended periods of time with proper maintenance. The
Company follows a policy of keeping its drilling rigs well maintained and
technologically competitive.

The following table sets forth certain information with respect to the
Company's rig fleet and the current distribution of rigs among the Company's
regional operating regions as of March 13, 1998.

<TABLE>
<CAPTION>
Average Rated
Active Idle Stacked Total Drilling
Region Rigs (1) Rigs (1) Rigs (1) Rigs Depths
------------------------ ------- ------- ------- ----- -------------
<S> <C> <C> <C> <C> <C>
Arklatex ............... 8 2 -- 10 15,000 ft.
Permian ................ 19 15 1 35 12,500 ft.
Gulf Coast/South Texas . 12 -- -- 12 17,000 ft.
Mid Continent .......... 15 -- 10 25 13,000 ft.
Northeast .............. 3 2 1 6 8,500 ft.
Other (2) .............. 1 -- -- 1 25,000 ft.
------- ------- ------- -----
Total .................. 58 19 12 89
</TABLE>

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

(1) A rig is considered active when under contract. An idle rig is one
that is not under contract but is available and being marketed. A
stacked rig is not currently being marketed and cannot be made
available without incurring refurbishing expenses.

(2) Located in Wyoming.

The Company's twelve stacked rigs can be placed into operation at an
average capital cost per rig of $250,000. The Company intends to place its
stacked rigs into service in an orderly basis as regional market conditions
merit and trained crews are retained.

The following table sets forth for the periods indicated certain data
concerning the utilization of the Company's drilling rigs based on the
Company's total fleet, including stacked and idle rigs:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Drilling rigs owned (at end of period) ... 89 65 55
Average number of owned rigs during period 82 59 31
Utilization rate (1) ..................... 72% 54% 39%
Number of wells drilled .................. 904 625 231
Average revenue per day (2) .............. $ 6,459 $ 5,390 $ 4,790
Operating days (3) ....................... 21,576 11,912 4,405
</TABLE>

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

(1) Utilization rates are based on a 365-day year and are calculated by
dividing the number of rigs utilized by the

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<PAGE> 6
total number of rigs in the Company's drilling fleet, including stacked
rigs. A rig is considered utilized when it is being operated,
mobilized, assembled or dismantled while under contract. For the year
ended December 31, 1997, the utilization rate of the Company's rigs,
excluding stacked rigs, was 88%.

(2) Calculated as (i) total revenues from dayrate, footage and turnkey
contracts less well costs incidental to drilling footage and turnkey
wells divided by (ii) the aggregate number of operating days.

(3) An operating day is defined as a day during which a rig is being
operated, mobilized, assembled or dismantled while under contract.

The Company currently owns yards in Woodward and Oklahoma City,
Oklahoma; Midland, Tyler, Odessa and Victoria, Texas; and Sheffield,
Pennsylvania. The Company also maintains a fleet of trucks that are utilized
in certain regions to mobilize and demobilize its drilling rigs among its
various regional operating units.

As a result of the Company's acquisition of Viersen, the Company
currently has an inventory of more than 80,000 feet of spare drill pipe
available for its operations. The price of drill pipe recently has increased
substantially and in certain cases deliveries are subject to allocations and
back orders.

Drilling Contracts

The Company's drilling rigs are employed under individual contracts
which extend either over a stated period of time or the time required to drill a
well or a number of wells. Drilling contracts are generally obtained through
competitive bidding, although some may be obtained by negotiation. Contracts
generally are subject to termination by the customer on short notice, but can be
firm for a number of wells or years. Drilling contracts may provide for
compensation on a footage, turnkey or dayrate basis. For the year ended December
31, 1997, approximately 77%, 5% and 18% of the wells drilled were on a footage
basis, turnkey and dayrate basis, respectively. The Company estimates that
approximately 38% of the Company's contract drilling revenues were attributable
to dayrate contracts during 1997. Footage contracts are primarily limited to
shallow wells that can be drilled in less than 15 days, while turnkey contracts
are pursued on a limited basis considering the risks and potential benefits of
the contracts. Dayrate contracts are used primarily for deeper wells and wells
that present higher risks.

The Company maintains a disciplined approach to bidding. Contracts are
bid on the basis of profitability and not to maximize rig utilization. Turnkey
and footage contracts are bid based on the Company experience and expertise in
the geological and operational aspects of the project and when the Company
believes that the anticipated benefits of the contract merit the risk.

A dayrate contract provides for a basic rate per day when drilling and
for lower rates when the rig is moving, or when drilling operations are
interrupted or restricted by equipment breakdowns, actions of the customer or
adverse weather conditions or other conditions beyond the control of the
Company. In addition, dayrate contracts typically provide for a lump sum fee
for the mobilization and demobilization of the drilling rig. The dayrate depends
on market and competitive conditions, the nature of the operations to be
performed, the duration of the work, the equipment and services to be provided,
the geographic area involved and other variables.

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<PAGE> 7
In a turnkey contract, the Company undertakes to drill a well to a
specified depth for a fixed price. In a footage contract, the Company
undertakes to drill a well to a specified depth at a fixed price per foot of
hole. In both turnkey and footage contracts, the Company must bear the cost of
performing the drilling services until the well has been drilled, and
accordingly, such contracts require significant cash commitments by the Company.
In both turnkey and footage contracts, the Company generally agrees to furnish
services such as testing, coring and casing the hole and other services which
are not normally provided by a drilling contractor working under a dayrate
contract. In both situations, compensation is earned upon completion of the
well to the specified depth. Although the Company seeks to minimize the risks
associated in the footage and turnkey contracts by generally limiting these
contracts to shallower and lower risk wells such as those drilled by the Company
in West Texas, footage and turnkey contracts nevertheless involve a higher
degree of risk to the Company than dayrate contracts because the Company assumes
greater risks and bears the cost of unanticipated downhole problems and cost
escalation.

PRESSURE PUMPING SERVICES AND OTHER OPERATIONS

Pressure Pumping

The Company, through its subsidiary, Universal Well Services, Inc.
("Universal"), is a leading provider of pressure pumping services in the
northern Appalachian Basin. Pressure pumping services consist primarily of well
stimulation and cementing for the completion of new wells and remedial work on
existing wells. Generally, all completed Appalachian Basin wells require
cementing services before production commences. In addition, substantially all
completed wells drilled in the Appalachian Basin require some form of fracturing
or other stimulation to enhance the flow of gas and oil to the well bore.

Universal maintains four base camps in the Appalachian Basin: one each
in Punxsutawney, Bradford, and Meadville, Pennsylvania; and Wooster, Ohio.
These camps typically consist of an office area, an equipment maintenance
facility, a bulk storage facility and a storage yard for vehicles and other
materials. Universal also maintains a portable, temporary facility which is
available for special projects.

The Company's pressure pumping equipment consists of cement,
fracturing and nitrogen pumpers, blenders and cement, sand, acid, connection
and nitrogen transport trucks. The Company maintains its pressure pumping
equipment in good condition. Virtually all of the Company's pressure pumping
equipment is in use on a regular basis. At March 10, 1998, the Company
operated the following equipment:

<TABLE>
<CAPTION>
Number
Equipment Type of Units
------------------------------------ --------
<S> <C>
Pumper Trucks . . . . . . . . . . . 37
Blender Trucks . . . . . . . . . . . 9
Bulk Cement Trucks . . . . . . . . . 14
Sand Trucks . . . . . . . . . . . . 18
Acid Trucks . . . . . . . . . . . . 11
Connection Trucks . . . . . . . . . 7
Miscellaneous . . . . . . . . . . . 5
---
Total . . . . . . . . . . . 101
===
</TABLE>

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<PAGE> 8
The following table sets forth for the periods indicated certain data
concerning the operations of the Company's pressure pumping business:

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Pressure Pumping Jobs:
Cementing jobs .................. 2,245 2,094 1,840
Conventional stimulation jobs (1) 946 900 688
CO2 fracturing jobs ............. 5 5 16
</TABLE>

(1) Conventional well stimulation includes hydraulic fracturing,
acidizing and nitrogen injection jobs.

Other Operations

The Company also operates a horizontal hard rock boring division
("Boring"). Boring applies vertical drilling technology to bore horizontal
holes using a patented process and equipment for the placement of pipelines and
cables, including fiber optic cables, under obstacles such as highways and
railroads when hard rock conditions are encountered. Boring currently markets
its services in the eastern half of the United States.

In addition to its operating activities, the Company has invested in
working interests in gas and oil wells from time to time, principally in the
Appalachian and Permian Basins. The net book value of such investments at
December 31, 1997 and December 31, 1996, was $413,000 and $351,000,
respectively.

INDUSTRY CONDITIONS, COMPETITION AND SEASONALITY

Demand and prices for the Company's services depend upon the level of
activity in the onshore oil and gas exploration and production industry in the
United States, which in turn depends upon numerous factors over which the
Company has no control, including the level of oil and gas prices, expectations
about future oil and gas prices, the ability of OPEC to set and maintain
production levels and prices, the cost of exploring for, producing and
delivering oil and gas, the level and price of foreign imports of oil and
natural gas, the discovery rate of new oil and gas reserves, available pipeline
and other oil and gas transportation capacity, worldwide weather conditions,
international, political, military, regulatory and economic conditions and the
ability of oil and gas companies to raise capital.

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<PAGE> 9
with an unseasonably warm winter and the potential for lower worldwide demand
due to the impact of the economic downturn in Southeast Asia. As prices for oil
have continued to decline, some exploration and production companies, including
some of the Company's customers, have announced reductions in previously
disclosed spending budgets. Such reductions can be expected to reduce the
demand for drilling services and increase competitive pressures, which could
lead to lower contract rates. Each of the Company's operating regions could be
affected by the above mentioned factors. The Permian Basin region is more
sensitive to changes in oil prices than any other of the Company's operating
regions and has already begun to see reduced utilization rates for its rigs in
that region. A prolonged period of low price oil can be expected to adversely
affect the demand throughout the industry, and the Company's revenues and income
could be expected to be similarly affected.

The contract drilling and well servicing industry is a
highly-fragmented, intensely competitive and cyclical business. Since 1982,
the contract drilling business has been severely impacted by the decline and
continued instability in the prices of oil and natural gas. Though these
depressed economic conditions have resulted in a consolidation of the number of
competitors and the reduction of the number of rigs available, the supply of
available rigs, particularly in the domestic land markets, still exceeds the
demand for those rigs. This excess capacity in the industry has resulted in
substantial competition. Competition for services in a particular market is
based on price, location, type and condition of available equipment and quality
of service. A number of large and small contractors provide competition for
drilling contracts in all areas of the Company's business. Although no single
drilling competitor operates in all such areas, certain competitors are present
in more than one of those areas and drilling rigs are mobile and can be moved
from one region to another in response to increased demand. Seasonality is not
a significant factor with respect to the overall operations of the Company,
although the Company's pressure pumping and contract drilling services in
Appalachia are subject to slow periods of activity during spring months.

OPERATING RISKS AND INSURANCE

The Company's drilling operations and fleet are subject to the many
hazards inherent in the onshore drilling industry, such as blowouts,
explosions, cratering, well fires and spills. These hazards can result in
personal injury and loss of life, severe damage to or destruction of property
and equipment, pollution or environmental damage and suspension of operations.
The Company maintains insurance protection as it deems appropriate. Such
insurance coverage, however, may not in all situations provide sufficient funds
to protect the Company from all liabilities that could result from its
operations, and claims will be subject to various retentions and deductibles.
The Company generally seeks to obtain indemnity agreements whenever possible
from the Company's customers requiring its customers to hold the Company
harmless in the event of loss of production or reservoir damage. Even when
obtained, however, contractual indemnification may not be supported by adequate
insurance maintained by the customer. There can be no assurance that the
Company's insurance or contractual indemnity protection will be sufficient or
effective under all circumstances or against all hazards to which the Company
may be subject. The occurrence of a significant event not fully insured or
indemnified against or the failure of a customer to meet its indemnification
obligations could have a material adverse effect on the Company's results of
operations and financial condition. Moreover, no assurance can be given that
the Company will be able to maintain insurance in the future at rates it
considers reasonable.

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<PAGE> 10
ENVIRONMENTAL REGULATION

The Company's activities are subject to existing federal, state and
local laws and regulations governing environmental quality and pollution
control. It is not anticipated that compliance with existing laws and
regulations regulating the release of materials into the environment or
otherwise relating to the protection of the environment will have a material
adverse effect upon the operations, capital expenditures or earnings of the
Company in the foreseeable future, absent the occurrence of an extraordinary
event. The Company cannot predict what effect additional regulation or
legislation, enforcement policies thereunder and claims for damages to property
and the environment could have on its activities.

The Company's operations routinely involve the handling of various
materials, some of which are classified as hazardous materials. The Company's
operations and facilities are subject to numerous state and federal
environmental laws, rules and regulations, including, but not limited to, laws
concerning the containment and disposal of hazardous materials, oilfield waste,
other waste materials and acids, and the use of underground storage tanks. Laws
protecting the environment have generally become more restrictive in recent
years. In addition, environmental laws and regulations may impose strict
liability whereby the Company could be liable for clean-up costs, even if the
situation resulted from previous conduct of the Company that was lawful at the
time conducted or from improper conduct of, or conditions caused by, previous
property owners or other persons not associated with the Company. From time to
time, claims may be made and litigation might be brought against the Company
under these laws. Such clean-up costs or costs associated with changes in
environmental laws and regulations could be substantial and could have a
material adverse effect on the Company's financial condition. However, the
cost of environmental compliance has not had any material adverse effect on the
Company's financial condition in the past. The Company is unable to predict
the effect of new regulations and amendments to existing regulations governing
its operations, and therefore is unable to determine the ultimate costs of
complying with environmental laws and regulations.

The Oil Pollution Act of 1990 ("OPA") amends certain provisions of the
federal Water Pollution Control Act of 1972, commonly referred to as the Clean
Water Act ("CWA") and other statutes as they pertain to the prevention of and
response to oil spills into navigable waters. The OPA subjects owners of
facilities to strict, joint and several liability for all containment and
cleanup costs and certain other damages arising from a spill, including, but
not limited to, the costs of responding to a release of oil to surface waters.
The CWA provides penalties for any discharges of petroleum products in
reportable quantities and imposes substantial liability for the costs of
removing a spill. State laws for the control of water pollution also provide
varying civil and criminal penalties and liabilities in the case of releases of
petroleum or its derivatives into surface waters or into the ground. The
Environmental Protection Agency ("EPA") is also authorized to seek preliminary
and permanent injunctive relief and, in certain cases, criminal penalties and
fines. In the event that a discharge occurs at a well site at which the
Company is conducting drilling or pressure pumping operations, the Company may
be exposed to claims that it is liable under the CWA.

Certain of the Company's facilities are also subject to regulations of
the EPA, including regulations that require the preparation and implementation
of spill prevention control and countermeasure plans relating to the possible
discharge of oil into navigable waters.

The Comprehensive Environmental Response, Compensation and Liability
Act, as amended, ("CERCLA"), also known as the "Superfund" Law, imposes
liability, without regard to fault or the legality of the original conduct, on
certain classes of persons with respect to the release of a "hazardous

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<PAGE> 11
substance" into the environment. These persons include the owner and operator
of a site and persons that disposed of or arranged for the disposal of the
hazardous substances found at the site. CERCLA currently exempts crude oil, and
the Resource Conservation and Recovery Act, as amended, currently exempts
certain drilling materials, such as drilling fluids and produced waters, from
the definitions of hazardous substances. There can be no assurance that such
exemptions will be preserved in future amendments of such acts, if any, or that
more stringent laws and regulations protecting the environment will not be
adopted. In addition, the Company's operations may involve the use or handling
of acids currently classified as hazardous substances and other materials that
may in the future be classified as environmentally hazardous substances.

The operations of the Company are subject to local, state and federal
regulations for the control of emissions and air pollution. Legal and
regulatory requirements in this area are increasing, and there can be no
assurance that significant costs and liabilities will not be incurred in the
future as a result of new regulatory developments. In particular, regulations
promulgated under the Clean Air Act Amendments of 1990 may impose additional
compliance requirements that could affect the Company's operations. The
Company may in the future be subject to civil or administrative enforcement
actions for failure to comply strictly with air regulations and permits. These
enforcement actions are generally resolved by payment of monetary fines and
correction of any identified deficiencies. Alternatively, regulatory agencies
could require the Company to forego construction or operation of certain air
emission sources.

Management believes that the Company is in substantial compliance with
environmental laws and regulations.

EMPLOYEES

At March 13, 1998, the Company had approximately 1,880 full-time
employees, 1,750 of which were rig personnel, and 130 of whom were employed in
support and administrative capacities.

Increases in domestic drilling demand since mid-1995 and increases in
contract drilling activity have resulted in a shortage of qualified drilling
rig personnel in many areas. These shortages have made it more difficult for
the Company and other contractors to return stacked rigs to the market and to
retain crews. If the Company is unable to attract and retain sufficient
qualified personnel, its ability to market and operate its active drilling rigs
and return its 12 currently stacked rigs to the market will be restricted,
which could have a material adverse effect on the Company's results of
operations. Further, wage rates of qualified rig crews have risen in the land
drilling industry in response to the increasing number of active rigs in
service, which could ultimately have the effect of reducing the Company's
operating margins and results of operations.

In addition to the services of its employees, the Company employs the
services of consultants as required. None of the Company's employees are
represented by labor unions. There have been no work stoppages or strikes
during the last three years which have resulted in the loss of production or
production delays. The Company believes its relations with its employees are
good.

ITEM 2. PROPERTIES

See Item 1 for information with respect to properties.

- 11 -
<PAGE> 12
ITEM 3. LEGAL PROCEEDINGS

The Company is involved in several claims arising in the ordinary
course of business. In the opinion of management, all of these claims are
covered by insurance and these matters will not have a material adverse effect
on the Company's financial position.

The Company and its operating subsidiaries are sometimes named as a
defendant in litigation usually relating to personal injuries alleged to result
from negligence. The Company maintains insurance coverage against such claims
to the extent deemed prudent by management.

There can be no assurance that the Company will be able to maintain
adequate insurance in the future at rates it considers reasonable, and there
can be no assurance that insurance will continue to be available on terms as
favorable as those that currently exist. The occurrence of an adverse claim in
excess of the coverage limits maintained by the Company could have a material
adverse effect on the Company's financial condition and results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the
quarter ended December 31, 1997.

PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's Common Stock, constituting the only class of common
equity of the Company currently outstanding, is traded on the American Stock
Exchange under the symbol "UTI". The table below provides price information
for the Common Stock for 1997 and 1996, adjusted for the Company's
three-for-one stock split effected on September 5, 1997.

<TABLE>
<CAPTION>
1997 1996
----------------- -----------------
Quarter Ended High Low High Low
------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
March 31 $11.96 $ 6.83 $ 2.38 $ 1.75
June 30 $15.33 $ 8.46 $ 4.83 $ 2.29
September 30 $42.50 $15.21 $ 5.42 $ 3.79
December 31 $48.63 $18.50 $12.96 $ 5.25
</TABLE>

At March 13, 1998, the closing price for the Company's Common Stock
was $13.44. At March 13, 1998, the Company's Common Stock was held of record
by approximately 100 persons, and, in management's estimation, beneficially
owned by approximately 750 persons.

During the two most recent fiscal years, the Company has not paid a
cash dividend on its Common Stock, and it is not anticipated that any cash
dividend will be paid on the Common Stock for the foreseeable future.

- 12 -
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data of
the Company as of and for each of the periods indicated. The selected
financial data for each of the five years in the period ended December 31,
1997, are derived from the Company's audited consolidated financial statements.
The information presented below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the "Consolidated Financial Statements and Notes" thereto
included elsewhere herein.

<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
(in thousands, except share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues:
Oilfield service ......................... $ 181,958 $ 96,628 $ 39,844 $ 35,831 $ 33,434
Other .................................... 479 673 280 444 786
------------ ------------ ------------ ------------ ------------
Total revenues ................... 182,437 97,301 40,124 36,275 34,220
============ ============ ============ ============ ============

Gross profit:
Oilfield service ......................... 45,706 18,737 7,337 8,121 7,211
Other .................................... 375 307 102 297 668
------------ ------------ ------------ ------------ ------------
Total gross profit ............... 46,081 19,044 7,439 8,418 7,879

Depreciation and amortization ..................... 11,075 4,292 2,552 2,302 2,611
Selling, general and administrative ............... 11,777 7,768 5,082 4,958 4,718
------------ ------------ ------------ ------------ ------------

Operating income (loss) ........................... 23,229 6,984 (195) 1,158 550

Other income ...................................... 1,235 1,341 293 461 318
Interest expense .................................. (4,330) (1,148) (265) (260) (72)
------------ ------------ ------------ ------------ ------------

Income (loss) from continuing operations
before income taxes ............................. 20,134 7,177 (167) 1,359 796

Income taxes ...................................... 7,609 2,324 (592) 293 155
------------ ------------ ------------ ------------ ------------

Income from continuing operations ................. 12,525 4,853 425 1,066 641

Preferred stock dividend .......................... -- -- -- -- 2,330
------------ ------------ ------------ ------------ ------------

Income (loss) from continuing operations
applicable to common shareholders ............... $ 12,525 $ 4,853 $ 425 $ 1,066 $ (1,689)
============ ============ ============ ============ ============

Income (loss) from continuing operations
per common share
Basic .................................... $ 0.96 $ 0.46 $ 0.04 $ 0.11 $ (.79)
============ ============ ============ ============ ============
Diluted .................................. $ 0.83 $ 0.42 $ 0.04 $ 0.11 $ (.79)
============ ============ ============ ============ ============

Average common shares outstanding
Basic .................................... 13,082,663 10,448,220 9,898,668 9,732,000 2,135,112
Diluted .................................. 15,069,419 11,439,186 9,898,668 9,732,000 2,135,112

BALANCE SHEET DATA:
Working capital ................................... $ 70,452 $ 5,761 $ 5,427 $ 8,179 $ 7,210
Total assets ...................................... 208,987 61,870 33,990 22,474 22,957
Long-term debt .................................... 23,458 14,658 8,701 2,211 3,342
Shareholders' equity .............................. 137,620 22,696 14,990 13,745 12,588
</TABLE>

- 13 -
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

UTI is a leading provider of onshore contract drilling services to
exploration and production companies and operates one of the largest land
drilling rig fleets in the United States. The Company's drilling operations
are currently concentrated in the prolific oil and natural gas producing basins
of Oklahoma, Texas and the Gulf Coast. The Company's rig fleet consists of 89
land drilling rigs that are well suited to the requirements of its markets.
The Company's contract drilling services are performed through various regional
drilling units and are marketed under the names Triad, FWA, Southland, Cougar,
JSM and IPSCO. The Company also provides drilling and pressure pumping
services in the Appalachian Basin.

Since November 1995, the Company has acquired 66 rigs in five
transactions. (i) FWA was acquired in November 1995 for $12.9 million net
cash; (ii) Viersen was acquired in August 1996 for approximately $6.0 million
cash, a two-year $8.0 million note and warrants to purchase 600,000 shares of
Common Stock at $5 per share; (iii) the contract drilling assets of Quarles in
January 1997 for $8.1 million cash and shares of Common Stock having a value
at the time of $8.1 million; (iv) the contract drilling business of Southland
was acquired in April 1997, for $27.1 million in cash and warrants to purchase
300,000 shares of Common Stock at $16 per share; and (v) J.S.M. was acquired on
September 11, 1997, for 618,748 shares of Common Stock and approximately $2.6
million in cash. These acquisitions have resulted in the Company realizing
substantial growth in its revenues and earnings.

The Company's results for the year ended December 31, 1997, also
reflect an improvement in market conditions in the United States land drilling
markets resulting from an increase in demand for drilling services. During
1997, the Company was able to increase the rates charged to its customers.
Fleet utilization increased to 72% from 54% in 1996. The Company has continued
to focus on streamlining operations and reducing its cost structure, which has
further increased operating margins and profitability.

The level of drilling activity in the onshore oil and gas exploration
and production industry in the United States has been volatile and no assurance
can be given that recent levels of oil and gas exploration activities in the
Company's markets will continue or that demand for the Company's services will
correspond to the level of activity in the industry generally. Further, any
changes in the demand for or supply of oil and natural gas materially impacts
the demand for and pricing of the Company's services. In this regard, in 1996
and most of 1997, the Company and the United States contract drilling industry
in general experienced improvement in demand and pricing for their services, as
relatively stable and improved oil or natural gas prices combined with a strong
world economy to increase exploration and development activity worldwide. In
recent months, however, the worldwide price of oil has declined over 40% to
under $13 per barrel for spot deliveries and prices for natural gas have
weakened slightly on a year to year basis. These declines have been attributed
to, among other things, an excess supply of oil in the world markets, reduced
domestic demand associated with an unseasonably warm winter and the potential
for lower worldwide demand due to the impact of the economic downturn in
Southeast Asia. As prices for oil have continued to decline, some exploration
and production companies, including some of the Company's customers, have
announced reductions in previously disclosed spending budgets. Such reductions
can be expected to reduce the demand for drilling services and increase
competitive pressures, which could lead to lower contract rates. Each of the
Company's operating regions could be affected by the above mentioned factors.
The Permian Basin region is more sensitive to changes in oil prices than any
other of the Company's operating regions and has already begun to see reduced
utilization rates for its rigs in that region.

- 14 -
<PAGE> 15
The Company intends to continue its strategy of growth through acquisitions of
rigs and equipment that can be easily integrated into its fleet and operations
and through acquisitions of other drilling contractors that may provide
opportunities for expansion of the Company's markets and services.

RESULTS OF OPERATIONS

The Company views the number of rigs actively drilling in the United
States as a barometer of the overall strength of the domestic oilfield service
industry. Without giving effect to acquisitions, variations in revenues and
gross margins of the Company's core business generally follow the rig count
trend. Subsequent to year end, the United States land rig count has declined
from 852 active rigs at December 31, 1997 to 780 active rigs at March 13, 1998.

The following table presents certain results of operations data for
the Company and the average United States rig count as reported by Baker Hughes
Inc. (1) for the periods indicated:

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Operating Data:
---------------
Average U.S. land rig count .............. 801 673 601
Number of owned rigs (at end of period) .. 89 65 55
Average number of rigs owned during period 82 59 31

Contract drilling:
------------------
Operating days (2) ..................... 21,576 11,912 4,405
Utilization rate (3) ................... 72% 54% 39%

Pressure Pumping:
-----------------
Cement jobs ............................ 2,245 2,094 1,840
Stimulation jobs ....................... 951 905 704

Financial data (in thousands):
--------------
Revenues ................................. $182,437 $ 97,301 $ 40,124
======== ======== ========
Gross profit ............................. $ 46,081 $ 19,044 $ 7,439
======== ======== ========
As a percentage of revenue ............... 25.3% 19.6% 18.5%
======== ======== ========
Operating income (loss) .................. $ 23,229 $ 6,984 $ (195)
======== ======== ========
</TABLE>

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

(1) Baker Hughes, Inc. is an international oilfield service and equipment
company which for more than twenty years has conducted and published a
weekly census of active drilling rigs. Its active rig count is
generally regarded as an industry standard for measuring industry
activity levels.

(2) An operating day is defined as a day during which a rig is being
operated, mobilized, assembled or dismantled while under contract.

(3) Utilization rates are based on a 365-day year and are calculated by
dividing the number of rigs utilized by the total number of rigs in
the Company's drilling fleet, including stacked rigs. A rig is
considered utilized when it is being operated, mobilized, assembled or
dismantled while under contract. For the year ended December 31,
1997, the utilization rate of the Company's rigs, excluding stacked
rigs, was 88%.

- 15 -
<PAGE> 16
COMPARISON OF YEARS ENDED 1997 AND 1996

Revenue increased 87% to $182.4 million for the year ended December
31, 1997 from $97.3 million for the year ended December 31, 1996, primarily
due to the increase in demand for drilling services combined with growth in the
Company's rig fleet. The revenue increase of $85.1 million consisted of a
$79.7 million increase in contract drilling revenue and an increase of $5.4
million in pressure pumping revenue. The Company's rig fleet was employed for
21,576 days during the year ended December 31, 1997 compared to 11,912 days in
the corresponding period of 1996. The Company completed 3,196 pressure pumping
jobs during the year ended December 31, 1997 as compared to 2,999 jobs for the
year ended December 31, 1996. Revenue increases also reflected improvements in
average dayrates and prices received for footage and turnkey contracts.

Gross profit increased 143% to $46.1 million for the year ended
December 31, 1997 compared to $19.0 million for the same period in 1996 due to
higher revenues, increased prices and consolidation savings. Contract drilling
gross profit as a percentage of revenue was 23% in 1997 and 16% for the year
ended December 31, 1996. Pressure pumping gross profit as a percentage of
revenue was 41% for the year ended December 31, 1997 and 33% for the
corresponding period of 1996.

Depreciation and amortization expense increased $6.8 million during
the year ended December 31, 1997, compared to the year ended December 31, 1996,
primarily due to the acquisitions of Viersen and JSM and the contract drilling
assets of Quarles and Southland. Depreciation and amortization expense will
increase in future periods as a result of the Company's acquisitions of
Quarles, Southland and JSM.

Selling, general and administrative expenses increased $4.0 million
primarily due to the acquisitions of Viersen and JSM and the contract drilling
assets of Quarles and Southland and the related increase in the average number
of rigs operated during the period. As a percentage of revenues, selling,
general and administrative expenses decreased to 6% for the year ended December
31, 1997 from 8% for the year ended December 31, 1996.

Interest expense increased $3.2 million during the year ended
December 31, 1997, compared to the year ended December 31, 1996, primarily due
to interest on the debt associated with the Viersen, Quarles and Southland
acquisitions. Average debt outstanding was $35.7 million during the year ended
December 31, 1997 compared to $15.2 million for the year ended December 31,
1996. The Company also incurred a one time prepayment penalty of $132,000
during the second quarter of 1997 in connection with a refinancing of
indebtedness during the quarter.

Interest income increased $606,000 during the year ended December 31,
1997 compared to the year ended December 31, 1996. In October of 1997, the
Company completed a secondary offering of which the excess funds were invested
in short-term, interest-bearing, investment-grade securities. These excess
funds will be utilized by the Company for general corporate purposes, including
the expansion of the Company's business through selective acquisitions
of businesses and assets.

Other income decreased $712,000 during the year ended December 31,
1997 compared to the year ended December 31, 1996, primarily because the prior
period included a one-time payment of $671,000, that the Company received as a
result of a favorable resolution of a dispute with the United States government
over mineral rights owned by the Company in Southeastern New Mexico.

- 16 -
<PAGE> 17
Income taxes increased $5.3 million during the year ended December 31,
1997, compared to the year ended December 31, 1996, primarily due to higher
taxable income in 1997. The Company's effective tax rate for the year ended
December 31, 1997 was 38% and 32% for the year ended December 31, 1996. The
increase in rates was primarily due to the utilization of net operating losses
in 1996, with no such losses available in 1997 and the Company using a
statutory rate of 35% in 1997 compared to 34% in 1996.

Net income for the year ended December 31, 1997 was $12.5 million
compared to $4.9 million for the corresponding period in 1996. This increase
reflects the improved revenues and gross profit resulting from the Company's
growth and improved market conditions.

COMPARISON OF YEARS ENDED 1996 AND 1995

During the year ended December 31, 1996, the Company experienced
significant growth in its income, revenues and operating margins. This growth
reflected the successful implementation of the Company's growth strategy as
well as improvements in market conditions in the industry and a continued
emphasis on increasing operating efficiencies.

The Company's revenues for the year ended December 31, 1996, increased
by $57.2 million, or 143%, to $97.3 million compared to $40.1 million for the
year ended December 31, 1995. This substantial increase in revenues reflected
a $52.9 million increase in contract drilling revenue and a $3.8 million
increase in pressure pumping revenue. Of the $52.9 million increase in
contract drilling revenue, $45.8 million is attributable to the FWA
acquisition, with the remainder attributable to higher day rates and rig
utilization. The Company's rig fleet was employed for 11,912 days during the
year ended December 31, 1996, compared to 4,405 days for the year ended
December 31, 1995. The Company completed 2,999 pressure pumping jobs during
the year ended December 31, 1996, up from 2,544 jobs during the year ended
December 31, 1995.

The Company's gross profit for the year ended December 31, 1996
increased 156% to $19.0 million for the year ended December 31, 1996, compared
to $7.4 million for the year ended December 31, 1995. Contract drilling gross
margin as a percentage of revenue was 16% for the year ended 1996, up from 13%
for the same period in 1995. This increase in gross margin percentage was
attributable to higher day rates and rig utilization. Pressure pumping gross
margin as a percentage of revenue was 33% for the year ended December 31, 1996,
up from 30% for the year ended December 31, 1995.

The Company's depreciation and amortization expense for the year ended
December 31, 1996, increased $1.7 million from the year ended December 31,
1995, due to the FWA acquisition and, to a lesser extent, the acquisition of
Viersen.

Selling, general and administrative expenses for the year ended
December 31, 1996, increased $2.7 million from the year ended December 31,
1995. This increase was as a result of the FWA acquisition and higher
performance based bonus accruals. Selling, general and administrative expense
as a percentage of revenues, however, decreased from 13% to 8% for the year
ended December 31, 1996, compared to the year ended December 31, 1995, as a
result of increased utilization and revenues.

- 17 -
<PAGE> 18
Other income for the year ended December 31, 1996, increased $1.1
million compared to the year ended December 31, 1995. This increase was
primarily due to a favorable resolution of a dispute with the United States
government over mineral rights owned by the Company in Southeastern New Mexico.

Interest expense for the year ended December 31, 1996, increased
$883,000 from the year ended December 31, 1995. The increase in interest
expense was due to interest on the debt associated with the Company's
acquisitions of FWA and Viersen.

Income from continuing operations was $4.9 million for the year ended
December 31, 1996, compared to $425,000 for the year ended December 31, 1995.
This increase reflects the improved revenues and gross profit resulting from
the Company's growth and improved market conditions.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

The Company's primary cash needs for operating historically have been
to fund working capital requirements and to make capital expenditures to
replace and expand its drilling rig fleet and for acquisitions. The Company's
ongoing operations have been funded through available cash, cash provided from
operations and borrowings under the Company's Amended and Restated Loan and
Security Agreement dated December 5, 1995 with Mellon Bank, N.A., as amended
(the "Working Capital Line"). To date, acquisitions have been funded with
available cash, borrowings and issuances of Common Stock and warrants to
purchase Common Stock.

On October 1997, the Company sold in a public offering 1,792,600 shares
of Common Stock. Shares of Common Stock held by various shareholders of the
Company were also sold in this offering, including 1,707,000 shares of Common
Stock that were subject to outstanding warrants and options. The net proceeds
from this offering to the Company, including approximately $13.0 million from
the exercise of warrants and options to purchase shares of Common Stock that
were sold in the offering, were approximately $80.0 million. The Company
utilized approximately $27.9 million of the net proceeds to repay all of its
outstanding debt other than its 12% Senior Subordinated Notes due 2001 (the
"Subordinated Notes"). As a result, the Company currently had $58.3 million in
cash and cash equivalents and no borrowings under the Working Capital Line as of
December 31, 1997, compared to $570,000 in cash and cash equivalents and $2.6
million in borrowings under the Working Capital Line as of December 31, 1996.
The Company's working capital at December 31, 1997, was $70.5 million, compared
to $5.8 million at December 31, 1996. The Company intends to utilize these
available cash resources, together with its cash flow from operations, to
continue its acquisition and growth strategy and to fund a stock repurchase
program of up to $10.0 million.

Net cash provided by continuing operations was $24.2 million and $6.3
million, for 1997 and 1996, respectively. Such funds were utilized primarily to
fund capital expenditures. Capital expenditures, excluding acquisitions, for
the years ended December 31, 1997 and 1996 were $18.4 million and $4.3 million,
respectively.

Long Term Debt Facilities

At December 31, 1997, the Company had outstanding $25.1 million in
debt and capital lease obligations. Such indebtedness included $25.0 million
associated with the Company's acquisition of Southland and refinancing of
existing indebtedness.

- 18 -
<PAGE> 19
Working Capital Line. The Working Capital Line provides for borrowings
up to $12.4 million, subject to collateral requirements. The facility is
secured by a pledge of the Company's accounts receivable and inventory and
includes financial covenants covering tangible net worth, interest coverage and
debt service coverage. Advances under the line are limited by levels of
accounts receivable and inventory. Interest under the facility is calculated at
the lower of the prime rate or such other rate options available at the time of
borrowing, depending upon the Company's financial performance. The facility
expires on June 30, 1998. At December 31, 1997, the Company had $12.0 million
available for borrowings under this facility. The Company currently is
discussing with its bank entering into a new line of credit or an amendment to
the Working Capital Line to increase the Company's availability thereunder. The
timing of any new line of credit or amendment will be dependent upon numerous
factors, including the Company's need for additional financing.

Subordinated Notes. On April 11, 1997, the Company issued $25.0
million principal amount of Subordinated Notes and entered into a $25.0 million
term loan with its bank. The net proceeds of the two financings were used to
fund the cash portion of the Southland acquisition in the amounts of $27.1
million and to refinance approximately $18.4 million of debt incurred in
connection with the prior acquisitions of FWA and Viersen and the contract
drilling assets of Quarles. The Company incurred a one-time prepayment penalty
of approximately $132,000 in connection with such refinancing. In addition to
funding the Southland acquisition and the refinancing, the Company also repaid
$4.1 million of its borrowings under the Working Capital Line with the net
proceeds from the financing. The term note was repaid following the Company's
recent public offering.

The Subordinated Notes were issued at a 2% discount along with
seven-year warrants to purchase 1.2 million shares of Common Stock at an
exercise price of $10.83 per share, of which warrants to purchase 720,000 shares
of Common Stock issued in connection therewith were exercised in connection with
the Company's recent public offering. The Subordinated Notes contain various
affirmative and negative covenants customary in such private placements,
including restrictions on additional indebtedness unless certain pro forma
financial coverage ratios are met and restrictions on dividends, distributions
and other restricted payments.

JSM

On September 11, 1997, the Company acquired JSM for 618,748 shares of
Common Stock, including 61,874 escrow shares, and $2.6 million cash, subject to
adjustment. The acquisition provided the Company with seven actively marketed
and fully manned land drilling rigs having depth capabilities ranging from
10,000 to 14,000 feet. The acquisition also provided the Company with an
additional office and warehouse in Odessa, Texas, various spare equipment and
supplies and $950,000 in net working capital. Under the terms of the JSM
acquisition agreement, the Company granted to the prior shareholders of JSM
demand and piggyback registration rights exercisable beginning December 10,
1997. The Company also agreed to provide the prior JSM shareholders with the
right, exercisable for a period of 30 days beginning December 10, 1997, to
require the Company to purchase one-half of the shares of Common Stock issued
in the transaction. In January 1998, the former shareholders of JSM exercised
this right and the Company repurchased the shares subject to the right for $6.7
million.

- 19 -
<PAGE> 20
Stock Repurchase Program

On February 18, 1998, the Board of Directors of the Company approved a
stock repurchase by the Company of up to $10.0 million of Common Stock pursuant
to transactions effected from time to time in the open market. As of March 10,
1998, the Company had utilized $1.2 million to repurchase 90,000 shares of
Common Stock at an average purchase price of $13.29 per share.

Future Acquisitions

Management believes its internally generated cash, availability under
the Working Capital Line, and the net proceeds to the Company from the recent
public offering will be sufficient to meet its working capital, capital
expenditure and debt service requirements for the next twelve months. The
Company is continuing to review potential acquisitions of rigs and rig
contractors. Although there can be no assurance that such acquisitions will be
completed or as to the terms thereof, such acquisitions would further expand the
Company's rig fleet and operations. Acquisitions are expected to be funded with
available cash, borrowings under the Working Capital Line and issuances of
Common Stock. In addition, depending on the number and size of any acquisitions
consummated by the Company, the Company may be required to obtain additional
capital through public or private offerings of debt or equity securities.

INFLATION

Inflation has not had a significant impact on the Company's
comparative results of operations.

YEAR 2000

As the millennium approaches, the Company is preparing all of its
computer systems to be Year 2000 compliant. Many existing application software
products in the marketplace were designed to only accommodate a two digit date
position which represents the year (e.g.,"97" is stored on the system and
represents the year 1997). As a result, the year 1999 (i.e.,"99") could be
the maximum date value systems will be able to accurately process. Management
does not anticipate that the Company will incur material operating expenses or
be required to invest heavily in computer system improvements to be Year 2000
compliant.

NEW ACCOUNTING PRONOUNCEMENTS

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS 128). SFAS
128 replaced the calculation of primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where appropriate, restated to
conform to the SFAS 128 requirements.

In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS
130). SFAS 130, which is effective for fiscal years beginning after December
15, 1997, establishes standards for reporting and presentation of comprehensive
income and its components. SFAS 130 requires that all items that are required
to be recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the same
prominence as other financial statements. The Company will adopt SFAS 130 at
the beginning of fiscal year 1998. The impact of SFAS 130 on the Company's
financial position and results of operations is not expected to be material.

In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (SFAS 131). SFAS 131, which is effective for
fiscal years beginning after December 15, 1997, established revised guidelines
for determining and entity's operating segments, as well as the type and level
of financial information to be disclosed. The Company will adopt SFAS 131 at
the beginning of fiscal year 1998. The impact of SFAS 131 on the Company's
financial position and results of operations is not expected to be material.

- 20 -
<PAGE> 21
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

From time to time, the Company may make certain statements that contain
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "anticipate", "believe", "expect",
"estimate", "project" and similar expressions are intended to identify such
forward-looking statements. Forward-looking statements may be made by
management orally or in writing, including, but not limited to, in press
releases, as part of this "Business", "Properties" and "Management's Discussion
and Analysis of Financial Condition Results of Operation" contained in this
Report, and in the Company's other filings with the Securities and Exchange
Commission under the Securities Act of 1933 and the Securities Exchange Act of
1934.

Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Such forward-looking statements
are subject to certain risks, uncertainties and assumptions, including without
limitation those identified below. Should one or more of these risks or
uncertainties materialize, or should any of the underlying assumptions prove
incorrect, actual results of current and future operations may vary materially
from those anticipated, estimated, or projected. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of their dates.

Among the factors that will have a direct bearing on the Company's
results of operations and the contract drilling service industry in which it
operates are changes in the price of oil and natural gas and the volatility of
the contract drilling service industry in general, including the effects of
recent downturns in prices for oil and natural gas; any difficulties associated
with the Company's ability to successfully integrate recent acquisitions;
contractual risk associated with turnkey and footage contracts; the presence of
competitors with greater financial resources; labor shortages; operating risks
inherent in the contract drilling service industry, such as blowouts,
explosions, cratering, well fires and spills; labor shortages; domestic and
world-wide political stability and economic growth; and other risks associated
with the Company's successful execution of internal operating plans as well as
regulatory uncertainties and legal proceedings.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements of the Company meeting the requirements of
Regulation S-X (except Section 210.3-05 and Article 11 thereof) are included
herein on pages F-1 through F-22 hereof.

Other financial statements and schedules required under Regulation
S-X, if any, are filed pursuant to Item 14, Exhibits, Financial Statement
Schedules and Reports on Form 8-K, of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

- 21 -
<PAGE> 22
PART III

The information required by Part III, Items 10 through 13, inclusive,
of Form 10-K is hereby incorporated by reference from the Company's Definitive
Proxy Statement for the 1998 Annual Meeting of Shareholders, which shall be
filed with the Securities and Exchange Commission not later than 120 days after
the end of the fiscal year to which this Annual Report on Form 10-K relates.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K

(a) The following documents are filed as part of this Annual Report on Form
10-K:

(1) Financial Statements of UTI Energy Corp:
Page

Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Report of Ernst & Young LLP . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Balance Sheets at December 31, 1997 and 1996 . . . . . . F-3

Consolidated Statements of Income for the Years Ended
December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 1997, 1996 and 1995 . . . . . . . . . . . . F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 . . . . . . . . . . . . . . . . . . F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F-7

(2) Financial Statement Schedule:

Schedule II - Valuation and Qualifying Accounts . . . . . . . . . . . S-1

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore have been omitted.

- 22 -
<PAGE> 23
(3) The following Exhibits are filed as part of this Annual Report on Form
10-K.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OR DESCRIPTION

- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
2.1 - Agreement for Purchase and Sale of Common Stock of FWA Drilling Company, Inc. dated November 17,
1995, between UTI Energy Corp. and USC Corporation (incorporated by reference to Exhibit 2.1 to
the Company's Current Report on Form 8-K dated December 1, 1995).

2.2 - Stock Purchase Agreement dated August 14, 1996, between the Sam K. Viersen, Jr. Trust dated
September 9, 1986, as Amended and Restated on May 11, 1994, and UTI Energy Corp. (incorporated
by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated January 27, 1997).

2.3 - Asset Purchase Agreement dated December 21, 1996, between the Company and Quarles Drilling
Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-
K dated January 27, 1997).

2.4 - Asset Purchase Agreement dated March 5, 1997 (the "Asset Purchase Agreement"), by and between
UTI Energy Corp. and Southland Drilling Company, Ltd. (incorporated by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K dated April 11, 1997).

2.5 - First Amendment to Asset Purchase Agreement dated April 11, 1997, by and between UTI Energy
Corp., Triad Drilling Company and Southland Drilling Company, Ltd. (incorporated by reference to
Exhibit 2.2 to the Company's current report on Form 8-K dated April 11, 1997).

2.6 - Agreement and Plan of Merger dated September 11, 1997, between the Company, J Acquisition Corp.,
J.S.M. & Associates, Inc., Jim James and James F. Silhan (incorporated by reference to Exhibit
2.1 to the Company's Current Report on Form 8-K dated September 11, 1997).

3.1 - Restated Certificate of Incorporation of the Company (incorporated by reference to Amendment No.
1 to the Company's Registration Statement on Form S-1 (No. 33-69726)).

3.2 - Amendment to Restated Certificate of Incorporation (incorporated by reference to Amendment No. 1
to the Company's Registration Statement on Form S-1 (No. 33-69726)).

3.3 - Amendment to Restated Certificate of Incorporation (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994).

3.4 - Amendment to Restated Certificate of Incorporation dated August 28, 1997 (incorporated by
reference to exhibit 3.4 to the Company's Registration Statement on Form S-3 (No. 333-35109)).

3.5 - By-laws of the Company, as amended (incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993).

4.1 - See Exhibit Nos. 3.1 and 3.2 for provisions of the Restated Certificate of Incorporation and
amended By-laws of the Company defining the rights of the holders of Common Stock.
</TABLE>

- 23 -
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OR DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.2 - Form of Common Stock Certificate (incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-69726)).

4.3 - Registration Rights Agreement with Bear Stearns & Co. Inc. dated March 25, 1994, as assigned to
Remy Capital Partners III, L.P. (incorporated by reference to Exhibit 10.17 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993).

4.4 - Stock Option Agreement dated as of December 19, 1995, between the Company and Remy Consultants
Incorporated (incorporated by reference to Exhibit 2 to the Company's Amendment No. 1 to
Schedule 13D dated August 8, 1996).

4.5 - Subscription Agreement dated September 19, 1995, by and between Shamrock Holdings of California,
Inc. and UTI Energy Corp. (incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995).

*4.6 - Amended and Restated UTI Energy Corp. 1996 Employee Stock Option Plan.

4.7 - Warrant Agreement, dated April 11, 1997, by and between UTI Energy Corp. and Southland Drilling
Company, Ltd. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form
8-K dated April 11, 1997).

4.8 - Note Purchase Agreement dated April 11, 1997, by and among FWA Drilling Company, Inc.,
International Petroleum Service Company, Triad Drilling Company, Universal Well Services, Inc.,
USC, Incorporated, Panther Drilling, Inc. and Canpartners Investments IV, LLC (incorporated by
reference to Schedule 13D relating to the Company filed on April 22, 1997 by Canpartners
Investments IV, LLC, Canpartners Incorporated, Mitchell R. Julis, Joshua S. Friedman and R.
Christian B. Evensen).

4.9 - Note dated April 11, 1997, payable by FWA Drilling Company, Inc., International Petroleum
Service Company, Triad Drilling Company, Universal Well Services, Inc., USC, Incorporated and
Panther Drilling, Inc. to Canpartners Investments IV, LLC. (incorporated by reference to Exhibit
10.5 to the Company's Current Report on Form 8-K dated April 11, 1997).

4.10 - Warrant Agreement dated April 11, 1997, by and between UTI Energy Corp. and Canpartners
Investments IV, LLC. (incorporated by reference to Exhibit 10.6 to the Company's Current Report
on Form 8-K dated April 11, 1997).

4.11 - Warrant dated April 11, 1997, by and between UTI Energy Corp. and Canpartners Investments IV,
LLC. (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K
dated April 11, 1997).

4.12 - Registration Rights Agreement dated April 11, 1997, by and between UTI Energy Corp. and
Canpartners Investments IV, LLC. (incorporated by reference to Exhibit 10.8 to the Company's
Current Report on Form 8-K dated April 11, 1997).

4.13 - Amended and Restated Loan and Security Agreement dated December 7, 1995 (the "Mellon Line of
Credit"), by and among UTI Energy Corp., UTICO, Inc., FWA Drilling Company, Triad Drilling
Company, Universal Well Services, Inc. and USC, Incorporated, and Mellon Bank, N.A.
(incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).
</TABLE>

- 24 -
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OR DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.14 - First Amendment and Modification to the Mellon Line of Credit effective March 14, 1996
(incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).

4.15 - Second Amendment and Modification to the Mellon Line of Credit effective
August 14, 1996 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated January 27, 1997).

4.16 - Third Amendment and Modification to the Mellon Line of Credit effective January 25, 1997
(incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated
January 27, 1997).

4.17 - 1993 Restricted Stock Plan (incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-69726)).

*4.18 - Amended and Restated UTI Energy Corp. Non-Employee Director Stock Option Plan.

4.19 - 1993 Non-Qualified Incentive Stock Option Plan (incorporated by reference to Amendment No. 3 to
the Company's Registration Statement on Form S-1 (No. 33-69726)).

*4.20 - Amended and Restated 1997 Long-Term Incentive Plan.

10.1 - For additional material contracts see Exhibits 4.3 through 4.20.

10.2 - Amended and Restated Employment Agreement with Vaughn E. Drum dated December 19, 1996
(incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated
January 27, 1997).

*21.1 - List of subsidiaries of the Company.

*23.1 - Consent of Ernst & Young LLP.

*27 - Financial Data Schedule.

*27.1 - Restated Financial Data Schedule.
</TABLE>

*Filed herewith.

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Company
has not filed with this Form 10-K certain instruments defining the right of
holders of long-term debt of the Company and its subsidiaries because the total
amount of securities authorized under any of such instruments does not exceed
10% of the total assets of the Company and its subsidiaries on a consolidated
basis. The Company agrees to furnish a copy of any such agreement to the
Commission upon request. In addition, pursuant to Item 601(b)(2), schedules to
exhibits 2.1 through 2.6 have not been filed. Such schedules relate to the
representations and warranties of the parties to such agreements and will be
furnished supplementally to the Commission upon request.

- 25 -
<PAGE> 26
UTI ENERGY CORP.

CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

<TABLE>
<S> <C>
REPORT OF INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . F-2

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . F-3

Consolidated Statements of Income . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Changes in Shareholders' Equity . . . F-5

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . F-7
</TABLE>

F-1
<PAGE> 27

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
UTI Energy Corp.

We have audited the accompanying consolidated balance sheets of UTI Energy Corp.
as of December 31, 1997 and 1996, and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 1997. Our audits also included the
financial statement schedule listed in the index at item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of UTI
Energy Corp. at December 31, 1997 and 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Houston, Texas
February 17, 1998

F-2
<PAGE> 28
UTI ENERGY CORP.

CONSOLIDATED BALANCE SHEETS
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1996
--------- ---------
(in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................................. $ 58,347 $ 570
Accounts receivable, net of allowance for doubtful
accounts of $815 in 1997 and $305 in 1996 ............................... 34,359 17,831
Other receivables ......................................................... 1,230 598
Materials and supplies .................................................... 1,363 874
Prepaid expenses .......................................................... 749 1,749
--------- ---------
96,048 21,622
PROPERTY AND EQUIPMENT
Land ...................................................................... 1,149 749
Buildings and improvements ................................................ 2,819 1,760
Machinery and equipment ................................................... 116,357 58,421
Oil and gas working interests ............................................. 1,893 1,732
Construction in process ................................................... 4,305 338
--------- ---------
126,523 63,000
Less accumulated depreciation and amortization ............................ 31,508 23,149
--------- ---------
95,015 39,851

GOODWILL, less amortization of $652 in 1997 and $0 in 1996 ..................... 17,758 --
OTHER ASSETS ................................................................... 166 397
--------- ---------

$ 208,987 $ 61,870
========= =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Current portion of long-term debt ......................................... $ 50 $ 4,507
Accounts payable .......................................................... 14,087 7,945
Accrued payroll costs ..................................................... 5,048 2,445
Accrued income taxes ...................................................... 3,375 139
Other accrued expenses .................................................... 3,036 825
--------- ---------
25,596 15,861

LONG-TERM DEBT, less current portion ........................................... 23,458 14,658
DEFERRED INCOME TAXES .......................................................... 15,256 8,305
OTHER LIABILITIES .............................................................. 356 350

COMMITMENTS AND CONTINGENCIES
REDEEMABLE STOCK
Common Stock, $.001 par value, 309,374 shares issued and
outstanding in 1997, 0 shares issued or outstanding in 1996 ............. 6,701 --
SHAREHOLDERS' EQUITY
Preferred Stock $.01 par value, 5,000,000 shares authorized on
August 28, 1997, 0 shares issued or outstanding in 1997 and 1996 ........ -- --
Common Stock, $.001 par value, 50,000,000 (10,000,000 prior to
August 28, 1997) shares authorized, 16,146,741 shares issued
and outstanding in 1997, 10,807,008 shares issued and
outstanding in 1996 ..................................................... 16 11
Additional capital ........................................................ 120,208 17,870
Retained earnings ......................................................... 17,441 4,916
Restricted stock plan unearned compensation ............................... (45) (101)
--------- ---------
137,620 22,696
--------- ---------
$ 208,987 $ 61,870
========= =========
</TABLE>

See accompanying notes.

F-3
<PAGE> 29
UTI ENERGY CORP.

CONSOLIDATED STATEMENTS OF INCOME
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
(in thousands, except share and per share amounts)
<S> <C> <C> <C>
REVENUES
Oilfield service ............................................................ $ 181,958 $ 96,628 $ 39,844
Other ....................................................................... 479 673 280
------------ ------------ ------------
182,437 97,301 40,124
COSTS AND EXPENSES
Cost of sales
Oilfield service ........................................................ 136,252 77,891 32,507
Other ................................................................... 104 366 178
Selling, general and administrative ......................................... 11,777 7,768 5,082
Depreciation and amortization ............................................... 11,075 4,292 2,552
------------ ------------ ------------
159,208 90,317 40,319
------------ ------------ ------------

OPERATING INCOME (LOSS) ........................................................ 23,229 6,984 (195)

OTHER INCOME (EXPENSE)
Interest expense ............................................................ (4,330) (1,148) (265)
Interest income ............................................................. 689 83 147
Other, net .................................................................. 546 1,258 146
------------ ------------ ------------
(3,095) 193 28
------------ ------------ ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES .......................................................... 20,134 7,177 (167)

INCOME TAXES ................................................................... 7,609 2,324 (592)
------------ ------------ ------------

INCOME FROM CONTINUING OPERATIONS .............................................. 12,525 4,853 425

INCOME FROM DISCONTINUED OPERATIONS ............................................ -- -- 38

LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS .................................... -- -- (361)
------------ ------------ ------------

NET INCOME ..................................................................... $ 12,525 $ 4,853 $ 102
============ ============ ============

BASIC EARNINGS PER COMMON SHARE:
Continuing operations ....................................................... $ 0.96 $ 0.46 $ 0.04
Discontinued operations ..................................................... -- -- --
Loss on disposal of discontinued operations ................................. -- -- (0.03)
------------ ------------ ------------

$ 0.96 $ 0.46 $ 0.01
============ ============ ============

DILUTED EARNINGS PER COMMON SHARE:
Continuing operations ....................................................... $ 0.83 $ 0.42 $ 0.04
Discontinued operations ..................................................... -- -- --
Loss on disposal of discontinued operations ................................. -- -- (0.03)
------------ ------------ ------------

$ 0.83 $ 0.42 $ 0.01
============ ============ ============

AVERAGE COMMON SHARES OUTSTANDING
Basic ....................................................................... 13,082,663 10,448,220 9,898,668
Diluted ..................................................................... 15,069,419 11,439,186 9,898,668
</TABLE>

See accompanying notes.

F-4
<PAGE> 30
UTI ENERGY CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

COMMON STOCK RESTRICTED
----------------------- RETAINED STOCK PLAN
NUMBER ADDITIONAL EARNINGS UNEARNED
OF SHARES PAR $.001 CAPITAL (DEFICIT) COMPENSATION TOTAL
---------- ---------- ---------- ---------- ------------ ----------
(in thousands, except number of shares)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 .............. 9,732,000 $ 10 $ 14,094 $ (39) $ (320) $ 13,745
Net income ............................. -- -- 102 -- 102
Issuance of Common Stock ............... 666,666 -- 994 -- -- 994
Vesting of restricted
stock plan ........................... -- -- -- 149 149
---------- ---------- ---------- ---------- ---------- ----------

Balance at December 31, 1995 .............. 10,398,666 10 15,088 63 (171) 14,990
Net income ............................. -- 4,853 -- 4,853
Warrants issued ........................ -- 710 -- 710
Exercise of options .................... 408,342 1 1,838 -- -- 1,839
Vesting of restricted
stock plan ........................... -- 234 -- 70 304
---------- ---------- ---------- ---------- ---------- ----------

Balance at December 31, 1996 .............. 10,807,008 11 17,870 4,916 (101) 22,696
Net income ............................. -- -- 12,525 -- 12,525
Issuance of Common Stock ............... 2,835,753 3 84,528 -- -- 84,531
Warrants issued ........................ -- 1,410 -- -- 1,410
Exercise of warrants ................... 2,193,000 2 14,308 -- -- 14,310
Exercise of options .................... 310,980 -- 2,092 -- -- 2,092
Vesting or restricted
stock plan ........................... -- -- -- 56 56
---------- ---------- ---------- ---------- ---------- ----------

Balance at December 31, 1997 .............. 16,146,741 $ 16 $ 120,208 $ 17,441 $ (45) $ 137,620
========== ========== ========== ========== ========== ==========
</TABLE>

See accompanying notes.

F-5
<PAGE> 31
UTI ENERGY CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------
1997 1996 1995
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income from continuing operations .................................... $ 12,525 $ 4,853 $ 425
Adjustments to reconcile income from continuing operations
to net cash provided by continuing operations:
Depreciation and amortization .................................... 11,075 4,292 2,552
Deferred income taxes ............................................ 1,012 799 (650)
Amortization of debt discount .................................... 402 68 --
Stock compensation expense ....................................... 56 304 149
Provision (recovery) for bad debts ............................... 510 112 (10)
Gain on disposal of fixed assets ................................. (774) (517) (63)
Change in operating assets and liabilities, net of
effect of businesses acquired:
Accounts receivable and prepaids .............................. (16,670) (7,990) (2,316)
Materials and supplies ........................................ (489) (71) 35
Accounts payable and accruals ................................. 16,357 4,647 564
Other ......................................................... 217 (174) (86)
-------- -------- --------
Net cash provided by continuing operations ........................... 24,221 6,323 600
Net cash used by discontinued operations ............................. -- -- (1,108)
-------- -------- --------
Net cash provided (used) by operating activities .......... 24,221 6,323 (508)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ................................................. (18,356) (4,311) (1,910)
Acquisitions of businesses, net of cash .............................. (36,847) (6,000) (12,946)
Proceeds from sale of discontinued operations ........................ -- -- 4,870
Proceeds from sale of property and equipment ......................... 1,373 1,113 304
-------- -------- --------
Net cash used by investing activities ..................... (53,830) (9,198) (9,682)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt ............................. 58,900 2,600 9,264
Repayments of long-term debt ......................................... (52,559) (2,467) (1,580)
Proceeds from issuance of Common Stock ............................... 81,045 1,039 994
-------- -------- --------
Net cash provided by financing activities ................. 87,386 1,172 8,678
-------- -------- --------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS ...................................................... 57,777 (1,703) (1,512)

CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR ............................................................... 570 2,273 3,785
-------- -------- --------

CASH AND CASH EQUIVALENTS AT END OF YEAR ................................ $ 58,347 $ 570 $ 2,273
======== ======== ========
</TABLE>

See accompanying notes.

F-6
<PAGE> 32
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

UTI Energy Corp. (the "Company") is a leading provider of onshore
contract drilling services to exploration and production companies and
operates one of the largest land drilling rig fleets in the United
States. The Company's drilling operations currently are concentrated
in the prolific oil and natural gas producing basins of Oklahoma,
Texas and the Gulf Coast. The Company's rig fleet currently consists
of 89 land drilling rigs that are well suited to the requirements of
its markets. The Company also provides drilling and pressure pumping
services in the Appalachian Basin.

Principles of Consolidation

The consolidated financial statements include the accounts of the
Company and its subsidiaries, all of which are wholly owned.
Intercompany accounts and transactions have been eliminated in
consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Materials and Supplies

Materials and supplies are composed of replacement parts and supplies
held for use in the operations of the Company and are stated at the
lower of cost (first-in, first-out method) or market.

Property and Equipment

Property and equipment are stated at cost. Improvements are
capitalized and depreciated over the period of benefit. The Company
reviews its assets for impairment. Provisions for permanent asset
impairment are charged to income when indicators of impairment are
present, and when it is considered probable that the carrying values of
producing asset groups may not be recovered over their remaining
service lives, based on estimates of future net cash flows on an
undiscounted basis. Upon retirement or other disposal of fixed
assets, the cost and related accumulated depreciation are removed from
the respective accounts, and any gains or losses are included in
results of operations. Depreciation is determined by the
straight-line method over the estimated useful lives of the related
assets which are as follows: buildings--30 years, building
improvements--7-10 years, machinery and equipment--2-15 years.

F-7
<PAGE> 33

UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill

Excess of cost over the fair value of net assets acquired (or
goodwill) is amortized on a straight-line basis over 15 years. The
carrying amount of goodwill is reviewed if facts and circumstances
suggest that it may be impaired. If this review indicates that
goodwill will not be recoverable, as determined based on the estimated
undiscounted cash flows of the entity acquired over the remaining
amortization period, the carrying amount of the goodwill is reduced by
the estimated shortfall of cash flows. In addition, the Company
assesses long-lived assets for impairment under FASB Statement No.
121, Accounting for the Impairment of Long-Lived Assets to Be Disposed
Of. Under those rules, goodwill associated with assets acquired in a
purchase business combination is included in impairment evaluations
when events or circumstances exist that indicate the carrying amount
of those assets may not be recoverable.

Revenue Recognition

Revenues are recognized when services have been performed. Revenues
from footage and turnkey drilling contracts are recognized using the
percentage of completion method of accounting. Losses, if any, are
provided for in the period in which the loss is determined.

Income Taxes

The Company utilizes the liability method in accounting for income
taxes that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax
returns.

Earnings Per Share

Basic earnings (loss) per common share is calculated by dividing net
income (loss) by the aggregate of the weighted average shares
outstanding during the period. Diluted earnings (loss) per common
share considers the dilutive effect, if any, of the average number of
common stock equivalents that are outstanding during the period.

Stock Split

The Company's Common Stock split 3:1 on September 5, 1997. In
conjunction with the split, the authorized number of $.001 par Common
Stock was increased from 10 million to 50 million shares.

Stock-Based Compensation

The Company follows the method of accounting for employee stock
compensation plans prescribed by APB No. 25, which is permitted by
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS 123). In accordance with APB No. 25,
the Company has not recognized compensation expense for stock options
because the exercise price of the options equals the market price of
the underlying stock on the date of grant, which is the measurement
date.

F-8
<PAGE> 34
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
.
New Accounting Pronouncements

Effective January 1, 1996, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of. This statement requires companies to write down to
estimated fair value long-lived assets that are impaired. This change
did not have a significant effect on the Company's financial
statements.

Effective January 1, 1997, the Company adopted the provisions of
Statement of Position No. 96-1, Environmental Remediation Liabilities
published by the AICPA. This statement provides guidance on the
recognition, measurement, display and disclosure of environmental
liabilities. This change did not have a significant effect on the
Company's financial statement.

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS
128). SFAS 128 replaced the calculation of primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities.
Diluted earnings per share is very similar to the previously reported
fully diluted earnings per share. All earnings per share amounts for
all periods have been presented, and where appropriate, restated to
conform to the SFAS 128 requirements.

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income (SFAS 130). SFAS 130, which is effective for
fiscal years beginning after December 15, 1997, establishes standards
for reporting and presentation of comprehensive income and its
components. SFAS 130 requires that all items that are required to be
recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed with the
same prominence as other financial statements. The Company will adopt
SFAS 130 at the beginning of fiscal year 1998.

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information (SFAS 131).
SFAS 131, which is effective for fiscal years beginning after December
15, 1997, established revised guidelines for determining and entity's
operating segments, as well as the type and level of financial
information to be disclosed. The Company will adopt SFAS 131 at the
beginning of fiscal year 1998.

Reclassifications

Certain items in the prior years' financial statements have been
reclassified to conform with the presentation in the current year.

F-9
<PAGE> 35
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

2. ACQUISITIONS

Effective November 1, 1995, the Company purchased all of the capital
stock of FWA Drilling Company, Inc. (FWA) for $14.0 million in cash.
Prior to this date, FWA was engaged in contract drilling in East and
West Texas. The acquisition was accounted for using the purchase
method, and FWA's operating results since November 1, 1995, have been
consolidated with the operating results of the Company. No goodwill
was recorded because the estimated fair market value of the assets
acquired exceeded the purchase price.

On August 14, 1996, the Company purchased all of the capital stock of
Viersen & Cochran Drilling Company ("Viersen"). Prior to that date,
Viersen had been engaged in contract drilling in Oklahoma but had
suspended its operations. The consideration paid for Viersen
consisted of (i) $6.0 million in cash; (ii) a two-year $8.0 million
promissory note executed by the Company in favor of the Seller; and
(iii) stock warrants with a two-year term to purchase 600,000 shares
of the Company's Common Stock at $5 per share. On April 11, 1997, the
Company prepaid the Promissory Note at a contractually agreed upon
discounted balance of $7.6 million plus accrued interest. The
acquisition of Viersen was accounted for using the purchase method,
and Viersen's operating results since August 14, 1996, have been
consolidated with the operating results of the Company. No goodwill
was recorded because the estimated fair market value of the assets
acquired exceeded the purchase price.

On January 27, 1997, the Company acquired the contract drilling assets
of Quarles Drilling Corporation ("Quarles") for $16.2 million,
consisting of $8.1 million cash and 733,779 shares of Common Stock
(after adjustment pursuant to the purchase agreement). The acquired
assets consisted of nine land drilling rigs, various equipment, rig
components and other equipment used in Quarles' contract drilling
business. The acquisition was accounted for using the purchase
method, and Quarles' operating results since January 27, 1997, have
been consolidated with the operating results of the Company. No
goodwill was recorded because the estimated fair market value of the
assets acquired exceeded the purchase price.

On April 11, 1997, the Company acquired the land drilling operations
of Southland Drilling Company Ltd. ("Southland") for approximately
$27.1 million cash and a five-year warrant to purchase 300,000 shares
of Common Stock at an exercise price of $16 per share. The acquired
assets consisted of nine drilling rigs, various equipment, components
and other equipment used in Southland's contract drilling business.
The acquisition was accounted for using the purchase method, and
Southland's operating results since April 11, 1997, have been
consolidated with the operating results of the Company. Goodwill of
$9.9 million has been recorded related to this acquisition.

On September 11, 1997, the Company acquired all of the capital stock
of J.S.M. & Associates, Inc. ("JSM") for 618,748 shares of Common
Stock and $2.6 million in cash. Prior to this date, JSM was an
independent contract land driller in the Permian Basin. JSM's assets
at the time of acquisition included seven land drilling rigs, an
office and warehouse in Odessa, Texas and approximately $950,000 in
networking capital. The acquisition was accounted for using the
purchase method of accounting, and JSM's operating results since
September 11, 1997, have been consolidated with the operating results
of the Company. Goodwill of $8.5 million has been recorded related to
this acquisition.

F-10
<PAGE> 36
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

2. ACQUISITIONS (CONTINUED)

The following pro forma operating results reflect the inclusion of
Viersen for all of 1996 and Quarles and Southland for all of 1997 and
1996:

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1997 1996
-------- --------
(in thousands)
<S> <C> <C>
Revenue ..................................... $193,191 $148,914
======== ========

Income from continuing operations ........... $ 12,203 $ 373
======== ========

Diluted earnings per share from
continuing operations ..................... $ 0.81 $ 0.03
======== ========
</TABLE>

3. DISCONTINUED OPERATIONS

On September 29, 1995, the Company sold its oilfield supply business
for cash of $4.9 million. The net results of the oilfield supply
business are reported separately in the Consolidated Statement of
Income as "Income from Discontinued Operations".

The following is a summary of the results of operations of the
Company's oilfield supply business for the year ended December 31,
1995 (in thousands):

<TABLE>
<S> <C>
Revenue ................................... $ 13,407
========

Income from operations (net of income
taxes of $14) ........................... $ 38
Loss on disposal (net of income tax
benefit of $129) ........................ (361)
--------

Loss from discontinued operations ......... $ (323)
========
</TABLE>

F-11
<PAGE> 37
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

4. LONG-TERM DEBT

The Company's long-term debt at December 31, 1997 and 1996 consisted
of the following:

<TABLE>
<CAPTION>
December 31,
-----------------
1997 1996
------- -------
(in thousands)
<S> <C> <C>
Subordinated notes ................................... $25,000 $ --
Promissory note, seller .............................. -- 8,000
Promissory notes, financial institution .............. -- 7,050
Promissory note, other ............................... -- 1,500
Revolving bank credit agreement ...................... -- 2,600
Other ................................................ 52 259
------- -------
25,052 19,409
Less: unamortized discount ........................... 1,544 244
Less: current portion ................................ 50 4,507
------- -------

$23,458 $14,658
======= =======
</TABLE>

A summary of the activity and terms of the long-term debt agreements
follows:

Subordinated Notes

On April 11, 1997, the Company received $24.5 million from an
investment company in exchange for subordinated notes with a face
value of $25.0 million and 1.2 million seven-year warrants for shares
of Common Stock with an exercise price of $10.83 per share. The
Company assigned a value of $1.4 million to the warrants issued and is
amortizing this cost to interest expense over the life of the
borrowing. The subordinated notes bear interest at 12%, payable each
January, April, July and November until the note is paid in full on
April 11, 2001. Early retirement of this debt is not permitted under
the terms of the agreement prior to the second anniversary of the
closing date. The notes contain various affirmative and negative
covenants customary in such private placements, including restrictions
on additional indebtedness (unless certain pro forma financial
coverage ratios are met), cash dividends, distributions and other
certain payments.

Promissory Note, Seller

On August 14, 1996, in conjunction with the acquisition of Viersen,
the Company executed a two-year $8.0 million promissory note in favor
of the seller. The note bore interest at a fixed rate of 6.0% and was
due in two $1.5 million installments in August 1997 and February 1998,
and a final installment of $5.0 million in August 1998. The note was
repaid in full on April 11, 1997 without penalty.

F-12
<PAGE> 38
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

4. LONG-TERM DEBT (CONTINUED)

Promissory Notes, Financial Institution

On November 20, 1995, the Company executed five-year promissory notes
with a financial institution. The notes bore interest at a variable
rate (7.975% at December 31, 1996) and were due in monthly installments
of $150,000 through November 20, 2000. The promissory notes were
secured by certain drilling equipment of the Company. These notes
included certain financial covenants covering tangible net worth, debt
service coverage and leverage ratios. The notes were repaid in full on
April 11, 1997 when other financing was obtained. The loss from the
early retirement of this debt was immaterial and is included in
operating income.

Promissory Note, Other

On December 15, 1993, the Company borrowed $3.5 million in the form of
a promissory note to a corporation. The related promissory note bore
interest at a fixed rate of 5.75% and was due in minimum annual
installments of $500,000. The note also required annual mandatory
prepayments based on the excess cash flows of the Company as defined.
The Company made a mandatory prepayment of $500,000 on April 1, 1997.
On May 15, 1997, the note was repaid in full when the lender used the
remaining outstanding principal to partially fund the exercise of
certain warrants.

Revolving Bank Credit Agreement

The Company maintains a revolving credit agreement with a certain
financial institution. Total borrowings and letters of credit
available under this agreement were increased in 1997 from $8.4
million to $12.4 million. Borrowings under the agreement bear
interest at the lower of the bank's prime rate or other rate options
available at the time of borrowing (8.5% at December 31, 1997 and
8.25% at December 31, 1996). The revolving credit agreement, which is
to be used for working capital and general corporate purposes, is
secured by the pledge of Company's accounts receivable and inventory.
The agreement includes certain financial covenants covering tangible
net worth, debt service coverage and leverage ratios. Maximum
borrowings under this facility in 1997 were $9.3 million with average
borrowings during the year of $3.8 million and a weighted average
interest rate on borrowings during the year of 8.35%. A $400,000
standby letter of credit is issued under this agreement.

Maturities of long-term debt, excluding unamortized discount, as of
December 31, 1997, are as follows (in thousands):

F-13
<PAGE> 39
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

5. LEASES

Future minimum payments, for each year and in the aggregate, under
noncancelable operating leases with initial or remaining terms of one
year or more consist of the following at December 31, 1997 (in
thousands):

<TABLE>
<S> <C>
1998 . . . . . . . . . . . . . . . . . . . $ 426
1999 . . . . . . . . . . . . . . . . . . . 327
2000 . . . . . . . . . . . . . . . . . . . 297
2001 . . . . . . . . . . . . . . . . . . . 237
2002 and thereafter . . . . . . . . . . . . 150
-------------
Total minimum lease payments . . . . . . . $ 1,437
=============
</TABLE>

Rental expense for all operating leases was approximately $472,000,
$448,000 and $181,000 for the years ended December 31, 1997, 1996 and
1995, respectively. Remaining obligations under capital leases are
immaterial as of December 31, 1997.

6. INCOME TAXES

Deferred income taxes reflect the tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and
liabilities as of December 31, 1997 and 1996, are as follows:

<TABLE>
<CAPTION>
December 31,
---------------------------------
1997 1996
------------- ------------
(in thousands)
<S> <C> <C>
Deferred tax assets:
Alternative minimum tax credits . . . . $ 272 $ 675
Investment tax credits . . . . . . . . . 232 232
Accrued liabilities . . . . . . . . . . 1,591 780
Valuation allowance . . . . . . . . . . -- (232)
------------- ------------
Total deferred tax asset . . . . . . 2,095 1,455

Deferred tax liabilities:
Depreciation . . . . . . . . . . . . . . (17,351) (9,760)
------------- ------------
Net deferred tax liability . . . . . . . . $ (15,256) $ (8,305)
============= ============
</TABLE>

Management assesses the realizability of the Company's deferred tax
asset on a continuous basis and adjusts the valuation allowance in the
event that circumstances change affecting the realization of the
deferred tax asset.

F-14
<PAGE> 40
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

6. INCOME TAXES (CONTINUED)

At December 31, 1996, the Company had a valuation allowance totaling
$232,000 related to investment tax credit carryforwards. During 1997,
the Company decreased its valuation allowance since management
believes that it is more likely than not that the deferred tax asset
will be realized primarily from future taxable income produced through
certain tax planning strategies. These credits expire between 1998
and 2001. The Company utilizes the flow-through method for
recognizing investment tax credits.

The components of the provision for income taxes from continuing
operations are as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------- ----- -------- ------------------
1997 1996 1995
------------- -------------- --------------
(in thousands)
<S> <C> <C> <C> <C>
Income taxes:
Current:
Federal . . . . . . . . . . . . . . . $ 5,681 $ 1,372 $ 57
State . . . . . . . . . . . . . . . . 916 153 1
------------ ------------ -------------
6,597 1,525 58
Deferred:
Federal . . . . . . . . . . . . . . . 1,005 740 (622)
State . . . . . . . . . . . . . . . . 7 59 (28)
------------ ------------ -------------
1,012 799 (650)
------------ ------------ -------------
$ 7,609 $ 2,324 $ (592)
============ ============ =============
</TABLE>

The difference between tax expense on continuing operations computed
at the federal income tax rate of 35% for 1997 and 34% for 1996 and
1995 and actual tax expense is as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------- ----- -------- ------------------
1997 1996 1995
------------- -------------- --------------
(in thousands)
<S> <C> <C> <C> <C>
Taxes at 35% for 1997 and 34% for
1996 and 1995 applied to pre-tax
income (loss) . . . . . . . . . . . . . $ 7,047 $ 2,440 $ (57)
State income tax . . . . . . . . . . . . 595 141 (17)
Change in statutory tax rate . . . . . . 435 -- --
Permanent differences, principally
nondeductible expenses . . . . . . . . 38 123 81
Change in valuation allowance and
realization of tax credit carryforwards (232) (404) (577)
Other . . . . . . . . . . . . . . . . (274) 24 (22)
------------ ------------ -------------
$ 7,609 $ 2,324 $ (592)
============ ============ =============
</TABLE>

F-15
<PAGE> 41
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

7. CONTINGENCIES

The Company is involved in several claims arising in the ordinary
course of business. In the opinion of management, all of these claims
are covered by insurance and these matters will not have a material
adverse effect on the Company's financial position.

The Company is partially self-insured for employee health insurance
claims and for workers' compensation. The Company incurs a maximum of
$75,000 per employee under medical claims and a maximum of $250,000
per event for workers' compensation claims. Although the Company
believes that adequate reserves have been provided for expected
liabilities arising from its self-insured obligations, it is
reasonably possible that management's estimates of these liabilities
will change over the near term as circumstances develop.

8. REDEEMABLE STOCK

As part of the JSM acquisition, the former shareholders of JSM
obtained the contractual right to put back to the Company, at $21.66
per share, one half of the shares issued by the Company in the
business combination (309,374 shares). The puts were exercisable
between December 10, 1997 and January 8, 1998. As of December 31,
1997, the Company recorded in the Redeemable Stock caption of the
balance sheet an amount equal to what the Company must expend if these
shares are put back to the Company.

On January 6, 1998 the former shareholders of JSM exercised these
puts. The Company has treated this repurchase as a 1998 treasury
stock purchase and has assigned a value of $21.66 per share.

9. WARRANTS

The Company issued warrants to purchase 1.2 million shares of Common
Stock at an exercise price of $10.83 per share to an investment
company as consideration for financing obtained in April 1997. From
this issuance of warrants, 720,000 shares of Common Stock were
exercised in 1997. The remaining warrants are exercisable in whole or
in part for seven years beginning April 11, 1997.

The Company issued warrants to purchase up to 300,000 shares of Common
Stock at an exercise price of $16 per share as part of the
consideration paid to acquire the land drilling operations of
Southland. From this issuance, warrants for 105,000 shares of Common
Stock were exercised in 1997. The remaining warrants are exercisable
in whole or part for five years beginning April 11, 1997.

F-16
<PAGE> 42
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

10. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
(in thousands, except share and per share amounts)
<S> <C> <C> <C>
Numerator:
Net income $ 12,525 $ 4,853 $ 102
=========== =========== ===========

Denominator:
Denominator for basic earnings per
share - weighted-average shares 13,082,663 10,448,220 9,898,668
Effect of dilutive securities:
Stock options 1,286,233 756,408 --
Warrants 676,043 234,558 --
Other 24,480 -- --
----------- ----------- -----------

Dilutive potential common shares 1,986,756 990,966 --
----------- ----------- -----------
Denominator for diluted earnings per
share-adjusted weighted-average
shares and assumed conversions 15,069,419 11,439,186 9,898,668
=========== =========== ===========

Basic earnings per share $ 0.96 $ 0.46 $ 0.01
=========== =========== ===========

Diluted earnings per share $ 0.83 $ 0.42 $ 0.01
=========== =========== ===========
</TABLE>

11. SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
Years Ended
December 31,
---------------------------
1997 1996
--------- ---------
(in thousands)
<S> <C> <C>
Noncash Investing and Financing Activities:
Quarles acquisition with Common Stock issuance . . . . . . . . . . . . . $ 8,100 $ --
Southland acquisition with warrants granted . . . . . . . . . . . . . . . 10 --
JSM acquisition with Common Stock and Redeemable Stock . . . . . . . . . 16,086 --
JSM acquisition, deferred tax liability recorded . . . . . . . . . . . . 5,183 --
Tax benefit of exercised stock options reflected in additional capital 1,403 800
Debt retired in conjunction with warrant conversion to
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 --
Long-term debt issued for equipment acquisitions . . . . . . . . . . . . -- 34
Viersen acquisition with long-term debt issued . . . . . . . . . . . . . -- 7,688
Viersen acquisition with warrants granted . . . . . . . . . . . . . . . . -- 710
Viersen acquisition, deferred tax liability recorded . . . . . . . . . . -- 8,057
</TABLE>

F-17
<PAGE> 43
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

11. SUPPLEMENTAL CASH FLOW INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1997 1996 1995
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash Paid During the Period for
Interest . . . . . . . . . . . . 3,523 893 427
Income taxes . . . . . . . . . . 1,624 1,389 339
</TABLE>

12. STOCK PLANS

In December 1993, the Company established a Restricted Stock Plan and a
Non-Qualified Stock Option Plan.

Under the Restricted Plan, 150,000 shares of Common Stock were awarded
to certain full-time employees of the Company. Common Stock awarded
under the Restricted Stock Plan vests in five equal annual installments
contingent upon the beneficiaries' continued employment by the Company.
As of December 31, 1997, 16,845 shares were unvested.

Under the Non-Qualified Stock Option Plan, the Company awarded options
to senior management to purchase 1,459,800 shares of Common Stock with
an exercise price of $2.67 per share. The options vest in five equal
annual installments contingent upon continued employment by the Company.
On December 15, 1995, the options were repriced from $2.67 to prices
ranging from $1.77 (the fair market value on December 15, 1995) to
$2.13, depending upon the individual as well as the vesting date of the
option. In addition, the term of each option was reduced from ten years
from the original date of grant to five years from date of repricing.
As of December 31, 1997, options to purchase 478,922 shares were
exercisable and options to purchase 145,978 shares were unvested.

In July 1996, the Company's shareholders approved the award of options
to purchase 360,000 shares of the Company's Common Stock at a price
equal to the fair market value of the stock at the date of grant to REMY
Investors and Consultants, Inc. ("Remy"). Remy is the general partner
of REMY Capital Partners III, L.P. which is an owner of 22.2% of the
Company's Common Stock. These options were vested at the grant date and
expire five years from the date of grant. The options were awarded as a
result of the services Remy rendered in connection with the acquisition
and related financing of FWA and the Company's sale of the assets of
Union Supply Company. As of December 31, 1997, options to purchase
78,000 shares were exercisable and there were no unvested options.

In July 1996, the Company's shareholders approved the Non-Employee
Director Stock Option Plan (Director Plan), a non qualified stock option
plan. Under the Director Plan, options to purchase up to an aggregate of
300,000 shares of Common Stock of the Company may be granted to
non-employee directors of the Company. The Director Plan provides for
the grant of an option to purchase 7,500 shares of Common Stock to each
non-employee director as of December 19, 1995 and to each future
non-employee director as of the date he or she is first elected. Options
granted pursuant to the Director Plan stipulate that the purchase price
per share be equal to the fair market value of the Common Stock as of the
date of grant.

F-18
<PAGE> 44
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

12. STOCK PLANS (CONTINUED)

Commencing on December 31, 1996, each non-employee director who has
served for a period of at least one year will automatically be granted
on each December 31 an option to purchase 3,750 shares of Common Stock
at a purchase price equal to the fair market value of the Common Stock
as of the date of grant. At December 31, 1997, options to purchase
33,750 shares of Common Stock were exercisable and options to purchase
18,750 shares of Common Stock were unvested. No options under this plan
will be granted after December 18, 2005. All options issued expire five
years from the date of grant.

In July 1996, the Company's shareholders approved the UTI Energy Corp.
1996 Employee Stock Option Plan. Under the plan, the Company can award
options of up to 900,000 shares of Common Stock to certain full-time
employees at a price equal to the fair market value of the stock at the
date the option is granted. Options to purchase 812,700 shares of
Common Stock have been awarded. At December 31, 1997, options to
purchase 472,500 shares of Common Stock were exercisable and options to
purchase 295,200 shares of Common Stock were unvested. The options vest
from immediately to five years with exercise prices ranging from $4.58
to $20.00.

In August 1997, the Company's shareholders approved the UTI Energy Corp.
1997 Long-Term Incentive Plan. Under the plan, the Company can award
options of up to 600,000 shares of Common Stock to certain full-time
employees at a price equal to the fair market value of the stock at the
date the option is granted. Under the plan, the Company can also issue
stock appreciation rights, restricted stock or performance awards. At
December 31, 1997, options to purchase 60,000 shares of Common Stock
were exercisable and options to purchase 391,375 shares of Common Stock
were unvested. The options vest from immediately to five years with an
exercise price of $31.63.

SFAS 123 requires that pro forma information regarding net income and
earnings per share be determined as if the Company had accounted for its
employee stock options under the fair value method as defined in that
Statement for options granted or modified after December 31, 1994. The
fair value for applicable options was estimated at the date of grant
using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1997, 1996 and 1995, respectively:
risk-free interest rates of 5.11%, 6.70% and 5.38%; dividend yield of
0%; volatility factors of the expected market price of the Company's
Common Stock of .529, .438 and .307 and a weighted average expected life
of the option of 2.60, 3.52 and 2.64 years.

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because the Company's employee stock
options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion,
the existing models do not necessarily provide a reliable single measure
of the fair value of its employee stock options.

F-19
<PAGE> 45
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

12. STOCK PLANS (CONTINUED)

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The
Company's pro forma information follows:

<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------
1997 1996 1995
---- ---- ----
(in thousands except per share amounts)
<S> <C> <C> <C>
Pro forma net income (loss). . . . . . $ 10,359 $ 4,739 $ (107)

Pro forma earnings (loss)
per share:

Basic . . . . . . . . . . . . $ 0.79 $ 0.45 $ (0.01)
Diluted . . . . . . . . . . . $ 0.69 $ 0.41 $ (0.01)
</TABLE>

A summary of the Company's stock option activity and related
information for the years ended December 31 follows:

<TABLE>
<CAPTION>
Weighted-
Shares Average
Under Exercise
Option Price
-------------- -------------
<S> <C> <C>
Outstanding, December 31, 1994 . . . . . . . . . . . . . . . 1,459,800 $ 2.67
Granted . . . . . . . . . . . . . . . . . . . . . . . . 1,303,380 $ 1.85
Cancelled . . . . . . . . . . . . . . . . . . . . . . . (920,880) $ 2.67
---------

Outstanding, December 31, 1995 . . . . . . . . . . . . . . . 1,842,300 $ 2.09
Granted . . . . . . . . . . . . . . . . . . . . . . . . 296,250 $ 4.86
Exercised . . . . . . . . . . . . . . . . . . . . . . . (408,342) $ 2.54
Cancelled . . . . . . . . . . . . . . . . . . . . . . . (160,578) $ 2.67
---------

Outstanding, December 31, 1996 . . . . . . . . . . . . . . . 1,569,630 $ 2.43
Granted . . . . . . . . . . . . . . . . . . . . . . . . 997,825 $ 21.22
Exercised . . . . . . . . . . . . . . . . . . . . . . . (592,980) $ 2.02
---------

Outstanding, December 31, 1997 . . . . . . . . . . . . . . . 1,974,475 $ 12.05
=========

Exercisable, December 31,
1994 . . . . . . . . . . . . . . . . . . . . . . . . . 291,960 $ 2.67
1995 . . . . . . . . . . . . . . . . . . . . . . . . . 1,133,700 $ 2.12
1996 . . . . . . . . . . . . . . . . . . . . . . . . . 923,040 $ 1.88
1997 . . . . . . . . . . . . . . . . . . . . . . . . . 1,123,172 $ 7.85
</TABLE>

Weighted-average fair value of options granted during 1997, 1996 and
1995 were $8.72, $1.86 and $0.44 per share, respectively.

F-20
<PAGE> 46
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

12. STOCK PLANS (CONTINUED)

Exercise price for options outstanding as of December 31, 1997, ranged
from $1.77 per share to $31.63 per share. The weighted-average
remaining contractual life of those options is 3.98 years.

13. DEFINED CONTRIBUTION PLANS

The Company maintained two defined contribution plans which were
merged January 1, 1997. Employees who have completed one year of
service (1,000 active work hours) and are age 21 or older are eligible
to participate. The Company matches $.50 for each dollar contributed
by the employee of up to 4% of the employee's total annual
compensation. The Company may make an additional discretionary
contribution. For the years ended December 31, 1997, 1996 and 1995
the Company made matching contributions totaling approximately
$396,000, $406,000 and $156,000, respectively.

14. FINANCIAL INSTRUMENTS

Concentrations of credit risk

Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist principally of cash
and cash equivalents and trade accounts receivable.

In 1997, one customer, Pioneer National Resources, accounted for
approximately 18% of the revenue. In 1996, Parker and Parsley
Development, accounted for approximately 25% of the revenue and
approximately 20% of accounts receivable at December 31, 1996. The
Company performs ongoing credit evaluations of its customers and
generally does not require material collateral. The Company provides
allowances for potential credit losses when necessary.

The Company maintains cash balances with various financial
institutions. These financial institutions are located throughout the
country and Company policy is designed to limit exposure to any one
institution. However, at December 31, 1997, the Company had 98% of
its cash and cash equivalents in one institution. The Company
performs periodic evaluations of the relative credit standing of those
financial institutions that are considered in the Company's investment
strategy to ensure high credit quality.

Cash and cash equivalents, accounts receivable and accounts payable:
The carrying amounts reported in the balance sheets approximate fair
value.

Long-term debt: The carrying amounts included in the balance sheet of
the Company's borrowings under its revolving bank credit arrangements
and promissory notes approximate their fair value. The fair value of
the subordinated notes are estimated to be $26.4 million versus its
carrying value of $23.5 million. The fair value was estimated by
management based upon estimates of current interest rates available to
the Company at the balance sheet date for similar issues.

F-21
<PAGE> 47
UTI ENERGY CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(All per share and share amounts reflect the 3:1 stock split effective
September 5, 1997).

15. SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED)

Quarterly financial information for the Years ended December 31, 1997
and 1996 is as follows:

<TABLE>
<CAPTION>
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Total
-------- -------- -------- -------- --------
(in thousands, except per share amounts)
1997

<S> <C> <C> <C> <C> <C>
Revenues $ 34,368 $ 42,440 $ 50,310 $ 55,319 $182,437
Gross Profit 7,006 9,340 13,502 16,233 46,081
Net Income 1,844 1,777 3,894 5,010 12,525

Earnings Per Share
Basic $ 0.16 $ 0.15 $ 0.31 $ 0.30 $ 0.96
Diluted $ 0.14 $ 0.13 $ 0.26 $ 0.28 $ 0.83

1996

Revenues $ 20,406 $ 19,659 $ 26,269 $ 30,967 $ 97,301
Gross Profit 3,837 3,526 5,425 6,256 19,044
Net Income 1,200 481 1,610 1,562 4,853

Earnings Per Share
Basic $ 0.12 $ 0.05 $ 0.15 $ 0.15 $ 0.46
Diluted $ 0.12 $ 0.04 $ 0.14 $ 0.13 $ 0.42
</TABLE>

The 1996 and first three quarters of 1997 earnings per share amounts
have been restated to comply with SFAS 128.

F-22
<PAGE> 48
UTI ENERGY CORP.

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Balance at Charged to Charges- Balance
Beginning Costs and Other at End
Description of Period Expenses (1) Accounts Deductions of Period
- ----------- --------- ------------ -------- ----------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1997
Deducted from asset accounts:
Allowance for doubtful
accounts . . . . . . . . . . . . . . $ 305 $ 623 $ -- $ 113 (2) $ 815
========= ========= ========= =========== ======

Year Ended December 31, 1996
Deducted from asset accounts:
Allowance for doubtful
accounts . . . . . . . . . . . . . . $ 193 $ 141 $ -- $ 29 (2) $ 305
========= ========= ========= =========== ======

Year Ended December 31, 1995
Deducted from asset accounts:
Allowance for doubtful
accounts . . . . . . . . . . . . . . $ 203 $ (10) $ -- $ -- $ 193
========= ========= ========= =========== ======
</TABLE>

(1) Net of recoveries.
(2) Uncollectible accounts written off.

S-1
<PAGE> 49
SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

UTI ENERGY CORP.

By:/s/ Vaughn E. Drum
------------------------------------
Vaughn E. Drum, President,
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------------- -------------------------------------- --------------
<S> <C> <C>
/s/ Vaughn E. Drum President, Chief Executive Officer March 20, 1998
- --------------------------------------------------- and Director --------------
Vaughn E. Drum

/s/ P. Blake Dupuis Vice President, Treasurer and March 20, 1998
- --------------------------------------------------- Chief Financial Officer --------------
P. Blake Dupuis

/s/ Mark S. Siegel Chairman and Director March 20, 1998
- --------------------------------------------------- --------------
Mark S. Siegel

/s/ Kenneth N. Berns Director March 20, 1998
- --------------------------------------------------- --------------
Kenneth N. Berns

/s/ Curtis W. Huff Director March 20, 1998
- --------------------------------------------------- --------------
Curtis W. Huff

Director
- --------------------------------------------------- --------------
Terry H. Hunt

Director
- --------------------------------------------------- --------------
Nadine C. Smith

Director
- --------------------------------------------------- --------------
Robert B. Spears
</TABLE>

<PAGE> 50

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OR DESCRIPTION

3.1 - Restated Certificate of Incorporation of the Company (incorporated by reference to Amendment No.
1 to the Company's Registration Statement on Form S-1 (No. 33-69726)).

3.2 - Amendment to Restated Certificate of Incorporation (incorporated by reference to Amendment No. 1
to the Company's Registration Statement on Form S-1 (No. 33-69726)).

3.3 - Amendment to Restated Certificate of Incorporation (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994).

3.4 - Amendment to Restated Certificate of Incorporation dated August 28, 1997 (incorporated by
reference to exhibit 3.4 to the Company's Registration Statement on Form S-3 (No. 333-35109)).

3.5 - By-laws of the Company, as amended (incorporated by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993).

4.1 - See Exhibit Nos. 3.1 and 3.2 for provisions of the Restated Certificate of Incorporation and
amended By-laws of the Company defining the rights of the holders of Common Stock.

</TABLE>

<PAGE> 51
<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OR DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.2 - Form of Common Stock Certificate (incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-69726)).

*4.6 - Amended and Restated UTI Energy Corp. 1996 Employee Stock Option Plan.

<PAGE> 52

<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OR DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4.14 - First Amendment and Modification to the Mellon Line of Credit effective March 14, 1996
(incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995).

4.17 - 1993 Restricted Stock Plan (incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 33-697260)).

*4.18 - Amended and Restated UTI Energy Corp. Non-Employee Director Stock Option Plan.

4.19 - 1993 Non-Qualified Incentive Stock Option Plan (incorporated by reference to Amendment No. 3 to
the Company's Registration Statement on Form S-1 (No. 33-69726)).

*4.20 - Amended and Restated 1997 Long-Term Incentive Plan.

10.1 - For additional material contracts see Exhibits 4.3 through 4.20.

*21.1 - List of subsidiaries of the Company.

*23.1 - Consent of Ernst & Young LLP.

*27 - Financial Data Schedule.

*27.1 - Restated Financial Data Schedule.
</TABLE>

*Filed herewith.

<PAGE> 1
EXHIBIT 4.6

AMENDED AND RESTATED
UTI ENERGY CORP.
1996 EMPLOYEE STOCK OPTION PLAN

SECTION 1. PURPOSE

This Amended and Restated UTI Energy Corp. 1996 Employee Stock Option Plan
(the "Plan") amends and restates the UTI Energy Corp. 1996 Employee Stock
Option Plan to reflect the three-for-one stock dividend paid to stockholders of
UTI Energy Corp. (the "Company") on September 5, 1997. The purpose of the Plan
is to promote the interests of the "Company and its stockholders by providing
it with a mechanism to enable the Company and its subsidiaries to attract,
retain and motivate their key employees with compensatory arrangements and
benefits that make use of the Company's stock so as to provide for or increase
the proprietary interests of such employees in the Company.

SECTION 2. DEFINITIONS

(A) "AGREEMENT" shall mean a written agreement setting forth the terms of
an Award.

(B) "AWARD" shall mean an Option (which may be designated as an Incentive
Stock Option or a Non-Incentive Stock Option) granted under this Plan.

(D) "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

(E) "COMMITTEE" shall mean the committee appointed by the Board to
administer this Plan.

(F) "COMMON STOCK" shall mean the Company's Common Stock, $.001 par value
(or such other par value as may be designated by act of the Company's
stockholders).

(G) "COMPANY" shall mean UTI Energy Corp., a Delaware corporation.

(H) "DISABILITY" shall mean a mental or physical disability which, in the
opinion of a physician selected by the Committee, shall prevent the Employee
from earning a reasonable livelihood with the Company or any Subsidiary and
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months and which: (a) was
not contracted, suffered or incurred while the Employee was engaged in, or did
not result from having engaged in, a felonious criminal enterprise; (b) did not
result from alcoholism or addiction to narcotics; and (c) did not result from
an injury incurred while a member of the Armed Forces of the United States for
which the Employee receives a military pension.

(I) "DISINTERESTED" shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section
16 of the Exchange Act.

(J) "EMPLOYEE" shall mean an officer or employee of the Company or a
Subsidiary.

(K) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

(L) "FAIR MARKET VALUE" shall mean the closing sale price of a share of
Common Stock on that date as reported by the principal national securities
exchange on which the Common Stock is listed if the Common Stock

B-1
<PAGE> 2
is then listed on a national securities exchange, or if the Common Stock is not
so listed, the average of the bid and asked price of a share of Common Stock on
that date and reported in the National Association of Securities Dealers
Automated Quotation system (the "NASDAQ System"); provided that if no such
closing price or quotes are so reported on that date or if in the discretion of
the Committee another means of determining the Fair Market Value of a share of
stock at such date shall be necessary or advisable, the Committee may provide
for another means for determining such Fair Market Value.

(M) "INCENTIVE STOCK OPTION" shall mean an Option that is intended by the
Committee to meet the requirements of Section 422 of the Code or any successor
provision.

(N) "NON-INCENTIVE STOCK OPTION" shall mean an Option granted pursuant to
this Plan which does not qualify as an Incentive Stock Option.

(O) "OPTION" shall mean the right to purchase Common Stock at a price to
be specified and upon terms to be designated by the Committee pursuant to this
Plan. An Option shall be designated by the Committee as an Incentive Stock
Option or a Non-Incentive Stock Option.

(P) "OPTION PRICE" shall mean the price at which shares may be purchased
pursuant to an Option.

(Q) "PLAN" shall mean this UTI Energy Corp. 1996 Employee Stock Option
Plan.

(R) "RETIRE" or "RETIREMENT" shall mean retirement in accordance with the
terms of a retirement plan that is qualified under Section 401(a) of the Code
and maintained by the Company or a Subsidiary in which the employee is a
participant.

(S) "SUBSIDIARY" shall mean any present or future subsidiary corporations,
as defined in Section 424 of the Code, of the Company.

SECTION 3. STOCK SUBJECT TO THE PLAN

The total amount of the Common Stock with respect to which Awards may be
granted shall not exceed in the aggregate 900,000 shares. The class and
aggregate number of shares which may be subject to the Options granted under
this Plan shall be subject to adjustment under Section 7. Shares may be
treasury shares or authorized but unissued shares. If any Award under the Plan
shall expire or terminate for any reason without having been exercised in full,
or if any Award shall be forfeited, the shares subject to the unexercised or
forfeited portion of such Award shall again be available for the purposes of
the Plan.

SECTION 4. ADMINISTRATION

The Plan shall be administered by a Committee the members of which shall be
Disinterested persons. The Committee shall consist of not less than two
members of the Board, who are not Employees. The Board shall have the power
from time to time to add or remove members of the Committee, and to fill
vacancies arising for any reason. The Committee shall designate a chairman
from among its members, who shall preside at all of its meetings, and shall
designate a secretary, without regard to whether that person is a member of the
Committee, who shall keep the minutes of the proceedings and all records,
documents, and data pertaining to its administration of the Plan. Meetings
shall be held at any time and place as it shall choose. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business. The vote of a majority of those members present at any meeting shall
decide any question brought before that meeting. In addition, the Committee
may take any action otherwise proper under the Plan by the affirmative vote,
taken without a meeting, of a majority of its members. No member of the
Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including but not limited
to the exercise of any power or discretion given to him under the Plan, except
those resulting from his own gross negligence or willful misconduct. All
questions of interpretation and application of the Plan, or as to Awards
granted under it shall be subject to the

B-2
<PAGE> 3
determination of a majority of the Committee. The Committee in exercising any
power or authority granted under this Plan or in making any determination under
this Plan shall perform or refrain from performing those acts using its sole
discretion and judgment. Any decision made by the Committee or any refraining
to act or any act taken by the Committee in good faith shall be final and
binding on all parties. The Committee's decision shall never be subject to de
novo review. When appropriate the Plan shall be administered in order to
qualify certain of the Options granted under it as Incentive Stock Options.

SECTION 5. ELIGIBILITY

The individuals who shall be eligible to participate in the Plan shall be
those full-time key Employees, including directors if they are Employees, as
the Committee shall determine during the term of this Plan. No individual
shall be eligible to receive an Award under the Plan while that individual is a
member of the Committee.

No Employee who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the corporation employing the Employee
or of its parent or subsidiary corporation shall be eligible to receive an
Option which is an Incentive Stock Option unless at the time that the Option is
granted the option price is at least 110% of the Fair Market Value of the
Common Stock at the time the Option is granted and the Option by its own terms
is not exercisable after the expiration of five years from the date the Option
is granted.

An Employee will be considered as owning the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its stockholders, partners
or beneficiaries. For all purposes of this Plan, a parent corporation is any
corporation (other than the Company) in an unbroken chain of corporations
ending with the Company if, on the date of grant of the Option in question,
each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in that chain; and a subsidiary corporation is any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, on the date of grant of the Option in question,
each of the corporations, other than the last corporation in the chain, owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in that chain.

SECTION 6. MAXIMUM NUMBER OF SHARES SUBJECT TO AN AWARD

The maximum number of shares of Common Stock subject to Options that may be
awarded to any Employee under the Plan during any consecutive three year period
is 300,000, subject to adjustment as provided in Section 7 of the Plan.

SECTION 7. STOCK OPTIONS

A. AUTHORITY TO GRANT OPTIONS. The Committee may grant Incentive Stock
Options or Non-Incentive Stock Options at any time during the term of this Plan
to any eligible Employee that it chooses.

Each Option granted shall be approved by the Committee. Subject only to
any applicable limitations set forth in this Plan, the number of shares of
Common Stock to be covered by an Option shall be as determined by the
Committee.

B. OPTION PRICE. The price at which shares may be purchased pursuant to
an Option shall be fixed by the Committee, but such price for an Incentive
Stock Option shall be not less than the Fair Market Value of the shares of
Common Stock on the date the Option is granted. The Committee in its
discretion may provide that the price at which shares may be purchased shall be
more than the minimum price required.

C. DURATION OF OPTIONS. No Option which is an Incentive Stock Option
shall be exercisable after the expiration of ten years from the date such
Option is granted. The Committee in its discretion may provide that such
Option shall be exercisable throughout the ten year period or during any lesser
period of time commencing on or

B-3
<PAGE> 4
after the date of grant of such Option and ending upon or before the expiration
of the ten year period. If an Employee owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the corporation
employing the Employee or of its parent or subsidiary corporation, no Option
which is an Incentive Stock Option shall be exercisable after the expiration of
five years from the date such Option is granted. No Option which is a
Non-Incentive Stock Option shall be exercisable after the expiration of ten
years from the date such Option is granted. The Committee in its discretion
may provide that such Option shall be exercisable throughout the ten year
period or during any lesser period of time commencing on or after the date of
grant of such Option and ending upon or before the expiration of the ten year
period.

D. MAXIMUM VALUE OF STOCK SUBJECT TO OPTIONS WHICH ARE INCENTIVE STOCK
OPTIONS. To the extent that the aggregate Fair Market Value (determined as of
the date the Option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee in any
calendar year (under this Plan and any other incentive stock option plan(s) of
the Company and any parent and subsidiary corporation) exceeds $100,000, the
Options shall be treated as Non-Incentive Stock Options. In making this
determination, Options shall be taken into account in the order in which they
were granted.

E. AMOUNT EXERCISABLE. The Committee, in its discretion, may fix the
terms of exercise of any Option so that any Option may be exercised so long as
it is valid and outstanding from time to time in part or as a whole in such
manner and subject to such conditions as it may set. In addition, the
Committee, in its discretion, may accelerate the time in which any outstanding
Option may be exercised. But in no event shall any Option be exercisable after
the tenth anniversary of the date of the grant.

F. EXERCISE OF OPTIONS. An Optionee may exercise such optionee's Option
by delivering to the Company a written notice stating (i) that such optionee
wishes to exercise such Option on the date such notice is so delivered, (ii)
the number of shares of stock with respect to which the Option is to be
exercised and (iii) the address to which the certificate representing such
shares of stock should be mailed. In order to be effective, such written
notice shall be accompanied by (i) payment of the Option Price of such shares
of stock and (ii) payment of an amount of money necessary to satisfy any
withholding tax liability that may result from the exercise of such Option.
Each such payment shall be made by check drawn on a national banking
association and payable to the order of the Company in United States dollars or
other check acceptable to the Committee.

If, at the time of receipt by the Company of such written notice, (i) the
Company has unrestricted surplus in an amount not less than the Option Price of
such shares of stock, (ii) all accrued cumulative preferential dividends and
other current preferential dividends on all outstanding shares of preferred
stock of the Company have been fully paid, (iii) the acquisition by the Company
of its own shares of stock for the purpose of enabling such optionee to
exercise such Option is otherwise permitted by applicable law and without any
vote or consent of any stockholder of the Company, and (iv) there shall have
been adopted, and there shall be in full force and effect, a resolution of the
Board of Directors of the Company authorizing the acquisition by the Company of
its own shares of stock for such purpose, then such optionee may deliver to the
Company, in payment of the Option Price of the shares of stock with respect to
which such Option is exercised, (x) certificates registered in the name of such
optionee that represent a number of shares of stock legally and beneficially
owned by such optionee (free of all liens, claims and encumbrances of every
kind) and having a Fair Market Value on the date of receipt by the Company of
such written notice that is not greater than the Option Price of the shares of
stock with respect to which such Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record holder
of the shares of stock represented by such certificates, with the signature of
such record holder guaranteed by a national banking association (or, in lieu of
such certificates, other arrangements for the transfer of such shares to the
Company which are satisfactory to the Company) and (y) if the Option Price of
the shares of stock with respect to which such Options are to be exercised
exceeds such Fair Market Value, a check drawn on a national banking association
and payable to the order of the Company in an amount, in United States dollars,
equal to the amount of such excess plus the amount of money necessary to
satisfy any withholding tax liability that may result from the exercise of such
Option. Notwithstanding the provisions of the immediately preceding sentence,
the Committee, in its sole discretion, may refuse to accept shares of stock in
payment of the Option Price of the shares of stock with respect to which such
Option is to be exercised and, in that event, any certificates representing
shares of stock that

B-4
<PAGE> 5
were received by the Company with such written notice shall be returned to such
optionee, together with notice by the Company to such optionee of the refusal
of the Committee to accept such shares of stock. The Company may, at its
option and upon approval by the Board of Directors of the Company, retain
shares of Common Stock which would otherwise be issued upon exercise of an
Option to satisfy any withholding tax liability that may result from the
exercise of such Option, which shares shall be valued for such purpose at their
then Fair Market Value. If, at the expiration of seven business days after the
delivery to such optionee of such written notice from the Company, such
optionee shall not have delivered to the Company a cashier's check drawn on a
national banking association and payable to the order of the Company in an
amount, in United States dollars, equal to the Option Price of the shares of
stock with respect to which such Option is to be exercised, such written notice
from the optionee to the Company shall be ineffective to exercise such Option.

As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Paragraph F, of the Option Price of the shares of
stock with respect to which such Option is to be exercised, and (iii) payment,
if required, in the form required by the foregoing provisions of this Paragraph
F, of an amount necessary to satisfy any withholding tax liability that may
result from the exercise of such Option, a certificate representing the number
of shares of stock with respect to which such Option has been so exercised,
reduced, to the extent applicable by the number of shares retained by the
Company to pay any required withholding tax, such certificate to be registered
in the name of such optionee, provided that such delivery shall be considered
to have been made when such certificate shall have been mailed, postage
prepaid, to such optionee at the address specified for such purpose in such
written notice from the optionee to the Company.

G. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
optionee except by will or under the laws of descent and distribution, and
shall be exercisable, during his lifetime, only by him. Any attempted sale,
assignment, transfer, pledge or encumbrance of an Option in violation of this
Agreement shall be void and the Company shall not be bound thereby.

H. TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE.

1. Except as may be otherwise expressly provided in the Option Agreement
with respect to an Option that is a Non-Incentive Stock Option, all Options
shall terminate on the earlier of the date of the expiration of the Option or
one day less than three months after the date of severance, upon severance of
the employment relationship between the Company and the optionee, whether with
or without cause, for any reason other than the death, Disability or, in the
case of Non-Incentive Stock Options only, Retirement of the optionee, during
which period the optionee shall be entitled to exercise the Option in respect
of the number of shares that the optionee would have been entitled to purchase
had the optionee exercised the Option on the date of such severance of
employment. Whether authorized leave of absence, or absence on military or
government service, shall constitute severance of the employment relationship
between the Company and the optionee for purposes of the Plan shall be
determined by the Committee at the time thereof. In the event of severance
because of the Disability of the holder of any Incentive Stock Option while in
the employ of the Company and before the date of expiration of such Incentive
Stock Option, such Incentive Stock Option shall terminate on the earlier of
such date of expiration or one year following the date of such severance
because of Disability, during which period the optionee shall be entitled to
exercise the Incentive Stock Option in respect to the number of shares that the
optionee would have been entitled to purchase had the optionee exercised the
Incentive Stock Option on the date of such severance because of Disability.

2. In the event of the death of the holder of any Incentive Stock Option
while in the employ of the Company and before the date of expiration of such
Incentive Stock Option, such Incentive Stock Option shall terminate on the
earlier of such date of expiration or one year following the date of death.
After the death of the optionee, his executors, administrators or any person or
persons to whom his Incentive Stock Option may be transferred by will or by the
laws of descent and distribution, shall have the right, at any time prior to
the termination of an Incentive Stock Option to exercise the Incentive Stock
Option, in respect to the number of shares that the optionee would have been
entitled to exercise if he had exercised the Incentive Stock Option on the date
of his death while in employment. For purposes of Incentive Stock Options
issued under this Plan, an employment relationship between

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<PAGE> 6
the Company and the optionee shall be deemed to exist during any period in
which the optionee is employed by the Company, a corporation issuing or
assuming an option in a transaction to which Section 424(a) of the Code
applies, or a parent or subsidiary corporation of such corporation issuing or
assuming an option. For this purpose, the phrase "corporation issuing or
assuming an option" shall be substituted for the word "Company" in the
definitions of parent and subsidiary corporations in Section 5 and the
parent-subsidiary relationship shall be determined at the time of the corporate
action described in Section 424(a) of the Code.

3. In the event of the death, Disability, or Retirement of a holder of a
Non-Incentive Stock Option, before the date of expiration of such Non-Incentive
Stock Option, such Non-Incentive Stock Option shall continue fully in effect,
including provisions providing for subsequent vesting of such Option, and shall
terminate on the date of expiration of the Non-Incentive Stock Option. After
the death of the optionee, his executors, administrators or any person or
persons to whom his Non-Incentive Stock Option may be transferred by will or by
the laws of descent and distribution, shall have the right, at any time prior
to the termination of the Non-Incentive Stock Option to exercise the
Non-Incentive Stock Option, in respect to the number of shares that the
optionee would have been entitled to exercise if he were still alive.
Notwithstanding the foregoing provisions of this Section, in the case of a
Non-Incentive Stock Option the Committee may provide for a different option
termination date in the Option Agreement with respect to such Option.

I. NO RIGHTS AS STOCKHOLDER. No optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date a stock
certificate is issued for the shares. Except as provided in the following
provisions of this Section 7, no adjustment for dividends, or other matters
shall be made if the record date is prior to the date the certificate is
issued.

J. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock or
other equity securities of the Company on, its Common Stock, or other increase
or reduction of the number of shares of the Common Stock without receiving
consideration therefor in money, services, or property, or the reclassification
of its Common Stock, in whole or in part, into other equity securities of the
Company, then (a) the number, class and per share price of shares of stock
subject to outstanding Options hereunder shall be appropriately adjusted (or in
the case of the issuance of equity securities as a dividend on, or in a
reclassification of, the Common Stock, the Options shall extend to such other
securities) in such a manner as to entitle an optionee to receive, upon
exercise of an Option, for the same aggregate cash compensation, the same total
number and class or classes of shares (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) he would
have held after such adjustment if he had exercised his Option in full
immediately prior to the event requiring the adjustment, or, if applicable, the
record date for determining stockholders to be affected by such adjustment; and
(b) the number and class of shares then reserved for issuance under the Plan
(or in the case of a dividend of, or reclassification into, other equity
securities, such other securities) shall be adjusted by substituting for the
total number and class of shares of stock then received, the number and class
or classes of shares of stock (or in the case of a dividend of, or
reclassification into, other equity securities, such other securities) that
would have been received by the owner of an equal number of outstanding shares
of Common Stock as the result of the event requiring the adjustment.
Comparable rights shall accrue to each optionee in the event of successive
subdivisions, consolidations, capital adjustment, dividends or
reclassifications of the character described above.

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<PAGE> 7
surviving corporation and in which holders of shares of Common Stock continue
to hold shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) $.10 per share of Common Stock and (b) two times the aggregate
amount of dividends per share paid during the preceding calendar year and
dividends or distributions payable in shares of Common Stock or other equity
securities of the Company described in the immediately preceding paragraph),
then in each case the Option Price shall be adjusted by reducing the Option
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by the Fair Market Value, as
determined in good faith by the Board of Directors of the Company (whose
determination shall be described in a statement filed in the Company's
corporate records and be available for inspection by any holder of an Option)
of the portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the Option Price be less than the par value of a share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of the distribution retroactive to the record date
for the determination of the stockholders entitled to receive such
distribution. Comparable adjustments shall be made in the event of successive
distributions of the character described above.

After the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company to
acquire from such stockholders shares of, Common Stock, at a price in excess of
the Current Market Price (a "Put Right") or the Company shall grant to all of
its holders of its shares of Common Stock the right to acquire shares of Common
Stock for less than the Current Market Price (a "Purchase Right") then, in the
case of a Put Right, the Option Price shall be adjusted by multiplying the
Option Price in effect immediately prior to the record date for the
determination of stockholders entitled to receive such Put Right by a fraction,
the numerator of which shall be the number of shares of Common Stock then
outstanding minus the number of shares of Common Stock which could be purchased
at the Current Market Price for the aggregate amount which would be paid if all
Put Rights are exercised and the denominator of which is the number of shares
of Common Stock which would be outstanding if all Put Rights are exercised;
and, in the case of a Purchase Right, the Option Price shall be adjusted by
multiplying the Option Price in effect immediately prior to the record date for
the determination of the stockholders entitled to receive such Purchase Right
by a fraction, the numerator of which shall be the number of shares of Common
Stock then outstanding plus the number of shares of Common Stock which could be
purchased at the Current Market Price for the aggregate amount which would be
paid if all Purchase Rights are exercised and the denominator of which is the
number of shares of Common Stock which would be outstanding if all Purchase
Rights are exercised. In addition, the number of shares subject to the Option
shall be increased by multiplying the number of shares then subject to the
Option by a fraction which is the inverse of the fraction used to adjust the
Option Price. Notwithstanding the foregoing if any such Put Rights or Purchase
Rights shall terminate without being exercised, the Option Price and number of
shares subject to Option shall be appropriately readjusted to reflect the
Option Price and number of shares subject to the Option which would have been
in effect if such unexercised Rights had never existed. Comparable adjustments
shall be made in the event of successive transactions of the character
described above.

After the merger of one or more corporations into the Company, after any
consolidation of the Company and one or more corporations, or after any other
corporate transaction described in Section 424(a) of the Internal Revenue Code
of 1986, as amended (the "Code") in which the Company shall be the surviving
corporation, each optionee, at no additional cost, shall be entitled to
receive, upon any exercise of his Option, in lieu of the number of shares as to
which the Option shall then be so exercised, the number and class of shares of
stock or other equity securities to which the optionee would have been entitled
pursuant to the terms of the agreement of merger or consolidation if at the
time of such merger or consolidation such optionee had been a holder of a
number of shares of Common Stock equal to the number of shares as to which the
Option shall then be so exercised and, if as a result of such merger,
consolidation or other transaction, the holders of Common Stock are not
entitled to receive any shares of Common Stock pursuant to the terms thereof,
each optionee, at no additional cost, shall be entitled to receive, upon
exercise of his Option, such other assets and property, including cash, to
which he would have been entitled if at the time of such merger, consolidation
or other transaction he had been the holder of the number of shares of Common
Stock equal to the number of shares as to which the Option shall then be so
exercised.

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<PAGE> 8
Comparable rights shall accrue to each optionee in the event of successive
mergers or consolidations of the character described above.

After a merger of the Company into one or more corporations, after any
consolidation of the Company and any one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which
the Company is not the surviving corporation, each optionee shall, at no
additional cost, be entitled at the option of the surviving corporation, (i) to
have his then existing Option assumed or to have a new option substituted for
the existing Option by the surviving corporation to the transaction which is
then employing him, or a parent or subsidiary of such corporation, on a basis
where the excess of the aggregate Fair Market Value of the shares subject to
the option immediately after the substitution or assumption over the aggregate
option price of such option is equal to the excess of the aggregate Fair Market
Value of all shares subject to the option immediately before such substitution
or assumption over the aggregate option price of such shares, provided that the
shares subject to the new option must be traded on the New York Stock Exchange
or the American Stock Exchange or quoted on the NASDAQ, or (ii) to receive upon
any exercise of his Option, in lieu of the number of shares as to which the
Option shall then be so exercised, the securities, property and other assets,
including cash, to which the Optionee would have been entitled pursuant to the
terms of the agreement of merger or consolidation or the agreement giving rise
to the other corporate transaction if at the time of such merger, consolidation
or other transaction such optionee had been the holder of the number of shares
of Common Stock equal to the number of shares as to which the Option shall then
be so exercised.

If a corporate transaction described in Section 424(a) of the Code which
involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it shall
be cancelled by the Board of Directors as of the effective date of any such
corporate transaction but before the date each optionee shall be provided with
a notice of such cancellation and each optionee shall have the right to
exercise such Option in full (without regard to any limitations set forth in or
imposed pursuant to Paragraph 9 of the Plan) to the extent it is then still
unexercised during a 30-day period preceding the effective date of such
corporate transaction.

For purposes of this Paragraph J, "Current Market Price per share of Common
Stock" shall mean the closing price of a share of Common Stock on the principal
national securities exchange on which the Common Stock is listed or, if the
Common Stock is not so listed, the average bid and asked price of a share of
Common Stock as reported in the NASDAQ System, in each case on the trading day
immediately preceding the first trading day on which, as a result of the
establishment of a record date or otherwise, the trading price reflects that an
acquiror of Common Stock in the public market will not participate in or
receive the payment of any applicable dividend or distribution.

Except a hereinbefore expressly provided, the issue by the Company of
shares of Common Stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to outstanding Options.

K. SUBSTITUTION OPTIONS. Options may be granted under this Plan from time
to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose
employer is about to become a parent or subsidiary corporation, conditioned in
the case of an incentive stock option upon the employee becoming an employee as
the result of a merger or consolidation of the Company with another
corporation, or the acquisition by the Company of substantially all the assets
of another corporation, or the acquisition by the Company of at least 50% of
the issued and outstanding stock of another corporation as the result of which
it becomes a subsidiary of the Company. The terms and conditions of the
substitute Options granted may vary from the terms and conditions of this Plan
to the extent the Board at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted.

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<PAGE> 9
But with respect to stock options which are incentive stock options, no
variation shall be made which will affect the status of any substitute option
as an "incentive stock option" under Section 422 of the Code.

L. ACCELERATION AND CANCELLATION OF OPTION IN CONTEMPLATION OF CHANGE IN
CONTROL. Notwithstanding the provisions of this Section 7, the Committee shall
have the power, in the event of a disposition of all or substantially all of
the assets of the Company, or the dissolution of the Company, or any merger or
consolidation of the Company with or into any other Company, or the merger or
consolidation of any other entity into the Company, or the making of a tender
offer to purchase 30% or more of the outstanding shares of Common Stock, to
amend all outstanding Options (upon such conditions as it shall deem
appropriate) to (i) permit the exercise of Options prior to the effective date
of the transaction and to terminate all unexercised Options as of such date or
(ii) require the forfeiture of all Options, provided the Company pays to each
Optionee the excess of the Fair Market Value of the Stock subject to the Option
over the exercise price of the Option, or (iii) make any other provision with
respect to the Options that the Committee deems appropriate and equitable.

SECTION 8. REQUIREMENTS OF LAW

The Company shall not be required to sell, issue or deliver any shares of
Common Stock under any Award if such sale, issuance or delivery shall
constitute a violation by the Award recipient or the Company of any provisions
of any law or regulation of any governmental authority. Each Award granted
under this Plan shall be subject to the requirements that, if at any time the
Board or the Committee shall determine that the listing, registration or
qualification of the shares upon any securities exchange or under any state or
federal law of the United States or of any other country or governmental
subdivision, or the consent or approval of any governmental regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue, or purchase or delivery of shares subject to an Award, that
Award shall not be exercised in whole or in part and no shares shall be
delivered pursuant to an Award unless the listing, registration, qualification,
consent, approval or representations shall have been effected or obtained free
of any conditions not acceptable to the Committee. Any determination in this
connection by the Committee shall be final. In the event the shares issuable
or deliverable on exercise or vesting of an Award are not registered under the
Securities Act of 1933, the Company may imprint on the certificate for those
shares the following legend or any other legend which counsel for the Company
considers necessary or advisable to comply with the Securities Act of 1933:

"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any state and may not be sold or transferred except upon registration or
upon receipt by the Corporation of an opinion of counsel satisfactory to
the Corporation, in form and substance satisfactory to the Corporation,
that registration is not required for a sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under the Securities Act of 1933 (as now in effect or as
later amended) and, in the event any shares are registered, the Company may
remove any legend on certificates representing those shares. The Company shall
not be obligated to take any other affirmative action in order to cause the
exercise of an Award or the issuance or delivery of shares under the Award to
comply with any law or regulation or any governmental authority.

SECTION 9. EMPLOYMENT OBLIGATION

The granting of any Award shall not impose upon the Company any obligation
to employ or continue to employ any Award recipient. The right of the Company
to terminate the employment of any officer or other Employee shall not be
diminished or affected by reason of the fact that an Award has been granted to
him.

SECTION 10. FORFEITURE FOR CAUSE

Notwithstanding any other provision of this Plan, if the Committee finds by
a majority vote, that the Award recipient, before or after termination of his
employment with the Company (a) committed a fraud, embezzlement, theft, felony
or act of dishonesty in the course of his employment by the Company which
conduct damaged the

B-9
<PAGE> 10
Company or (b) disclosed trade secrets of the Company, then any outstanding
options which have not been exercised by the individual and any Awards which
have not yet vested will be forfeited. The decision of the Committee as to the
cause of an Award recipient's discharge, the damage done to the Company and the
extent of the individual's competitive activity will be final. No decision of
the Committee, however, will affect the finality of the discharge of the
individual by the Company.

SECTION 11. AMENDMENT OR TERMINATION OF PLAN

The Board may modify, revise or terminate this Plan at any time and from
time to time. However, without the further Company stockholder approval by a
majority of the votes cast at a duly held stockholders' meeting at which a
quorum representing a majority of all outstanding voting stock (or if the
provisions of the corporate charter, bylaws or applicable state law prescribe a
greater degree of stockholder approval for this action, without the degree of
stockholder approval thus required) is, either in person or by proxy, present
and voting on the issue, the Board may not (a) increase the aggregate number of
shares that may be subject to Awards pursuant to the provisions of this Plan;
(b) materially increase the benefits accruing to participants under this Plan
or (c) materially modify the requirements as to eligibility for participation
in this Plan unless, in each such case, the Board of Directors of the Company
shall have obtained an opinion of legal counsel to the effect that stockholder
approval of the amendment is not required (i) by law, (ii) by the applicable
rules and regulations of, or any agreement with, any national securities
exchange that the Common Stock is then listed on or if the Common Stock is not
so listed, the rules and regulations, or any agreement with, the National
Association of Securities Dealers, Inc., and (iii) in order to make available
to the optionee with respect to any option granted under the Plan, the benefits
of Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of
1934, or any similar or successor rule.

SECTION 12. WRITTEN AGREEMENT

Each Award granted under this Plan shall be embodied in a written
Agreement, which shall be subject to the terms and conditions prescribed above,
and shall be signed by the recipient and by the appropriate officer of the
Company for and in the name and on behalf of the Company. Each Agreement shall
contain any other provisions consistent with this Plan that the Committee in
its discretion shall deem advisable.

SECTION 13. INDEMNIFICATION OF THE COMMITTEE

The Company shall indemnify each present and future member of the Committee
against, and each member of the Committee shall be entitled without further act
on his part to indemnity from the Company for, all expenses (including the
amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by him in connection with or arising out of any
action, suit or proceeding in which he may be involved by reason of his being
or having been a member of the Committee, whether or not he continues to be
such member of the Committee at the time of incurring such expenses; provided,
however, that such indemnity shall not include any expenses incurred by any
such member of the Committee (a) in respect of matters as to which he shall be
finally adjudged in any such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duty as such
member of the Committee, or (b) in respect of any matter in which any
settlement is effected, to an amount in excess of the amount approved by the
Company on the advice of its legal counsel; and provided further, that no right
of indemnification under the provisions set forth herein shall be available to
or enforceable by any such member of the Committee unless, within sixty (60)
days after institution of any such action, suit or proceeding, he shall have
offered the Company, in writing, the opportunity to handle and defend the same
at its own expense. The foregoing right of indemnification shall inure to the
benefit of the heirs, executors or administrators of each such member of the
Committee and shall be in addition to all other rights to which such member of
the Committee may be entitled to as a matter of law, contract or otherwise.
Nothing in this Section shall be construed to limit or otherwise affect any
right to indemnification or payment of expense, or any provisions limiting the
liability of any officer or director of the Company or any member of the
Committee, provided by law, the Certificate of Incorporation of the Company or
otherwise.

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SECTION 14. AWARD GRANT TERMINATION.

No Awards shall be granted pursuant to this Plan after December 18, 2005.

B-11

<PAGE> 1
EXHIBIT 4.18

AMENDED AND RESTATED
UTI ENERGY CORP.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1. Purpose. This Amended and Restated Non-Employee Director Stock Option
Plan (the "Plan") amends and restates in its entirety the UTI Energy Corp.
Non-Employee Director Stock Option Plan to reflect the three-for-one stock
dividend paid to stockholders of UTI Energy Corp. (the "Company") on September
5, 1997. The Plan was adopted for the benefit of the directors of the Company
who at the time of their service are not employees of the Company or any of its
subsidiaries ("Non-Employee Directors"), and is intended to advance the
interests of the Company by providing the Non- Employee Directors with
additional incentive to serve the Company by increasing their proprietary
interest in the success of the Company.

2. Administration. The Plan shall be administered by a committee of the
Board of Directors of the Company (the "Committee"), the members of which shall
consist solely of directors who are employees of the Company. For the purposes
of the Plan, a majority of the members of the Committee shall constitute a
quorum for the transaction of business, and the vote of a majority of those
members present at any meeting shall decide any question brought before that
meeting. In addition, the Committee may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members. No member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on his own part,
including but not limited to the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct. Except as otherwise expressly provided for herein, all
questions of interpretation and application of the Plan, or as to options
granted hereunder (the "Options"), shall be subject to the determination, which
shall be final and binding, of a majority of the whole Committee.
Notwithstanding the above, the selection of Non-Employee Directors to whom
Options are to be granted, the number of shares subject to any Option, the
exercise price of any Option and the term of any Option shall be as hereinafter
provided and the Committee shall have no discretion as to such matters.

3. Option Shares. The stock subject to the Options and other provisions
of the Plan shall be shares of the Company's Common Stock, $.001 par value (or
such other par value as may be designated by act of the Company's stockholders)
(the "Common Stock"). The total amount of the Common Stock with respect to
which Options may be granted shall not exceed in the aggregate 300,000 shares;
provided, that the class and aggregate number of shares which may be subject to
the Options granted hereunder shall be subject to adjustment in accordance with
the provisions of Paragraph 12 hereof. Such shares may be treasury shares or
authorized but unissued shares.

In the event that any outstanding Option for any reason shall expire or
terminate by reason of the death of the optionee or the fact that the optionee
ceases to be a director, the surrender of any such Option, or any other cause,
the shares of Common Stock allocable to the unexercised portion of such Option
may again be subject to an Option under the Plan.

4. Grant of Options. Subject to the provisions of Paragraph 16 and the
availability under the Plan of a sufficient number of shares of Common Stock
that may be issuable upon the exercise of outstanding Options, there shall be
granted the following Options:

(a) To each Non-Employee Director as of December 19, 1995, and each
future Non-Employee Director as the date he is first elected as a director of
the Company, an Option to purchase 7,500 shares, subject to adjustment as
provided in paragraph 12 hereof, of Common Stock at a purchase price per share
of Common Stock (the "Option Price") equal to the fair market value of the
Common Stock as defined in Paragraph 7 hereof as of the date of grant; and

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<PAGE> 2
(b) Commencing on December 31, 1996, each Non-Employee Director who has
served as a non-employee director for a period of at least one year shall
receive on each December 31 on which such person is a Non-Employee Director],
an Option to purchase 3,750 shares, subject to adjustment as provided in
Paragraph 12 hereof, of Common Stock at an Option Price equal to the fair
market value of the Common Stock as defined in Paragraph 7 hereof as of the
date of grant.

No Option shall be granted pursuant to the Plan after December 18, 2005.

5. Duration of Options. Each Option granted under the Plan shall be
exercisable for a term of five years from the date of grant, subject to earlier
termination as provided in Paragraph 9 hereof.

6. Amount Exercisable. Each Option granted pursuant to the Plan shall not
be exercisable for a period of one year from the date of grant. After such
time, such Option shall be fully vested and exercisable throughout the term of
the Option. Notwithstanding the foregoing, no Option granted by virtue of the
amendments effected by this Plan shall be exercisable for a period of six
months following stockholder approval.

7. Exercise of Options. An optionee may exercise such optionee's Option
by delivering to the Company a written notice stating (i) that such optionee
wishes to exercise such Option on the date such notice is so delivered, (ii)
the number of shares of stock with respect to which such Option is to be
exercised, (iii) the address to which the certificate representing such shares
of stock should be mailed, and (iv) the social security number of such
optionee. In order to be effective, such written notice shall be accompanied
by (i) payment of the Option Price of such shares of stock and (ii) if
applicable, payment of an amount of money necessary to satisfy any withholding
tax liability that may result from the exercise of such Option. Each such
payment shall be made by check drawn on a national banking association and
payable to the order of the Company in United States dollars.

If, at the time of receipt by the Company of such written notice, (i) the
Company has unrestricted surplus in an amount not less than the Option Price of
such shares of stock, (ii) all accrued cumulative preferential dividends and
other current preferential dividends on all outstanding shares of preferred
stock of the Company have been fully paid, (iii) the acquisition by the Company
of its own shares of stock for the purpose of enabling such optionee to
exercise such Option is otherwise permitted by applicable law and without any
vote or consent of any stockholder of the Company, and (iv) there shall have
been adopted, and there shall be in full force and effect, a resolution of the
Board of Directors of the Company authorizing the acquisition by the Company of
its own shares of stock for such purpose, then such optionee may deliver to the
Company, in payment of the Option Price of the shares of stock with respect to
which such Option is exercised, (x) certificates registered in the name of such
optionee that represent a number of shares of stock legally and beneficially
owned by such optionee (free of all liens, claims and encumbrances of every
kind) and having a fair market value on the date of receipt by the Company of
such written notice that is not greater than the Option Price of the shares of
stock with respect to which such Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record holder
of the shares of stock represented by such certificates, with the signature of
such record holder guaranteed by a national banking association (or, in lieu of
such certificates, other arrangements for the transfer of such shares to the
Company which are satisfactory to the Company) and (y) if the Option Price of
the shares of stock with respect to which such Options are to be exercised
exceeds such fair market value, a check drawn on a national banking association
and payable to the order of the Company in an amount, in United States dollars,
equal to the amount of such excess plus the amount of money necessary to
satisfy any withholding tax liability that may result from the exercise of such
Option. Notwithstanding the provisions of the immediately preceding sentence,
the Committee, in its sole discretion, may refuse to accept shares of stock in
payment of the Option Price of the shares of stock with respect to which such
Option is to be exercised and, in that event, any certificates representing
shares of stock that were received by the Company with such written notice
shall be returned to such optionee, together with notice by the Company to such
optionee of the refusal of the Committee to accept such shares of stock. The
Company may, at its option and upon approval by the Board of Directors of the
Company, retain shares of Common Stock which would otherwise be issued upon
exercise of an Option to satisfy any withholding tax liability that may result
from the exercise of such Option, which shares shall be valued for such purpose
at their then fair market value. If, at the expiration of seven business days
after the delivery to such optionee of such written notice from the Company,
such optionee shall not have delivered to the Company a check drawn on a
national banking association and payable to the order of the Company in an
amount, in United States dollars, equal to the Option Price of the shares of
stock

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with respect to which such Option is to be exercised, such written notice from
the optionee to the Company shall be ineffective to exercise such Option.

As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Paragraph 7, of the Option Price of the shares of
stock with respect to which such Option is to be exercised, and (iii) payment,
if required, in the form required by the foregoing provisions of this Paragraph
7, of an amount necessary to satisfy any withholding tax liability that may
result from the exercise of such Option, a certificate representing the number
of shares of stock with respect to which such Option has been so exercised,
reduced, to the extent applicable by the number of shares retained by the
Company to pay any required withholding tax, such certificate to be registered
in the name of such optionee, provided that such delivery shall be considered
to have been made when such certificate shall have been mailed, postage
prepaid, to such optionee at the address specified for such purpose in such
written notice from the optionee to the Company.

For purposes of this Paragraph 7, the "fair market value" of a share of
stock as of any particular date shall mean the closing sale price of a share of
Common Stock on that date as reported by the principal national securities
exchange on which the Common Stock is listed if the Common Stock is then listed
on a national securities exchange, or if the Common Stock is not so listed, the
average of the bid and asked price of a share of Common Stock on that date and
reported in the National Association of Securities Dealers Automated Quotation
system (the "NASDAQ System"); provided that if no such closing price or quotes
are so reported on that date or if in the discretion of the Committee another
means of determining the fair market value of a share of stock at such date
shall be necessary or advisable, the Committee may provide for another means
for determining such fair market value.

8. Transferability of Options. Options shall not be transferable by the
optionee otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during his lifetime, only by him.

9. Termination. Except as may be otherwise expressly provided herein,
each Option, to the extent it shall not previously have been exercised, shall
terminate on the earlier of the following:

(a) On the last day within the three month period commencing on the date on
which the optionee ceases to be a member of the Company's Board of
Directors, for any reason other than the death, disability or
retirement of the optionee, during which period the optionee shall be
entitled to exercise all Options fully vested as described in Paragraph
6 by the optionee on which the optionee ceased on the date on which the
optionee ceased be a member of the Company's Board of Directors;

(b) On the last day within the one year period commencing on the date on
which the optionee ceases to be a member of the Company's Board of
Directors because of permanent disability, during which period the
optionee shall be entitled to exercise all Options fully vested as
described in Paragraph 6 by the optionee on the date on which the
optionee ceased to be a member of the Company's Board of Directors
because of such disability;

(c) On the last day within the one year period commencing on the date of
the optionee's death while serving as a member of the Company's Board
of Directors, during which period the executor or administrator of the
optionee's estate or the person or persons to whom the optionee's
Option shall have been transferred by will or the laws of descent or
distribution, shall be entitled to exercise all Options in respect of
the number of shares that the optionee would have been entitled to
purchase had the optionee exercised such Options on the date of his
death;

(d) On the last day within the one year period commencing on the date an
optionee who has had at least five years of service on the Board of
Directors of the Company retires from the Board of Directors of the
Company, during which period the optionee, or the executor or
administrator of the optionee's estate or the person or persons to whom
such Option shall have been transferred by the will or the laws of
descent or distribution in the event of the optionee's death within
such one year period, as the case may be, shall

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be entitled to exercise all Options in respect of the number of shares
that the optionee would have been entitled to purchase had the optionee
exercised such Options on the date of such retirement; and

(e) Ten years after the date of grant of such Option.

10. Requirements of Law. The Company shall not be required to sell or
issue any shares under any Option if the issuance of such shares shall
constitute a violation by the optionee or the Company of any provisions of any
law or regulation of any governmental authority. Each Option granted under the
Plan shall be subject to the requirements that, if at any time the Board of
Directors of the Company or the Committee shall determine that the listing,
registration or qualification of the shares subject thereto upon any securities
exchange or under any state or federal law of the United States or of any other
country or governmental subdivision thereof, or the consent or approval of any
governmental regulatory body, or investment or other representations, are
necessary or desirable in connection with the issue or purchase of shares
subject thereto, no such Option may be exercised in whole or in part unless
such listing, registration, qualification, consent, approval or representation
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors. If required at any time by the Board of Directors or
the Committee, an Option may not be exercised until the optionee has delivered
an investment letter to the Company. In addition, specifically in connection
with the Securities Act of 1933 (as now in effect or hereafter amended), upon
exercise of any Option, the Company shall not be required to issue the
underlying shares unless the Committee has received evidence satisfactory to it
to the effect that the holder of such Option will not transfer such shares
except pursuant to a registration statement in effect under such Act or unless
an opinion of counsel satisfactory to the Company has been received by the
Committee to the effect that such registration is not required. Any
determination in this connection by the Committee shall be final, binding and
conclusive. In the event the shares issuable on exercise of an Option are not
registered under the Securities Act of 1933, the Company may imprint on the
certificate for such shares the following legend or any other legend which
counsel for the Company considers necessary or advisable to comply with the
Securities Act of 1933:

"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities laws of
any state and may not be sold or transferred except upon such registration
or upon receipt by the Corporation of an opinion of counsel satisfactory,
in form and substance to the Corporation, that registration is not required
for such sale or transfer."

The Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) and, in the event any shares are so registered, the Company
may remove any legend on certificates representing such shares. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental authority.

11. No Rights as Stockholder. No optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Paragraph 12 hereof, no adjustment for dividends, or otherwise,
shall be made if the record date therefor is prior to the date of issuance of
such certificate.

12. Changes in the Company's Capital Structure. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

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money, services, or property, or the reclassification of its Common Stock, in
whole or in part, into other equity securities of the Company, then (a) the
number, class and per share price of shares of stock subject to outstanding
Options hereunder shall be appropriately adjusted (or in the case of the
issuance of equity securities as a dividend on, or in a reclassification of,
the Common Stock, the Options shall extend to such other securities) in such a
manner as to entitle an optionee to receive, upon exercise of an Option, for
the same aggregate cash compensation, the same total number and class or
classes of shares (or in the case of a dividend of, or reclassification into,
other equity securities, such other securities) he would have held after such
adjustment if he had exercised his Option in full immediately prior to the
event requiring the adjustment, or, if applicable, the record date for
determining stockholders to be affected by such adjustment; and (b) the number
and class of shares then reserved for issuance under the Plan (or in the case
of a dividend of, or reclassification into, other equity securities, such other
securities) shall be adjusted by substituting for the total number and class of
shares of stock then received, the number and class or classes of shares of
stock (or in the case of a dividend of, or reclassification into, other equity
securities, such other securities) that would have been received by the owner
of an equal number of outstanding shares of Common Stock as the result of the
event requiring the adjustment. Comparable rights shall accrue to each
optionee in the event of successive subdivisions, consolidations, capital
adjustment, dividends or reclassifications of the character described above.

If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting stockholders in
connection with a consolidation or merger in which the Company is the surviving
corporation and in which holders of shares of Common Stock continue to hold
shares of Common Stock after such merger or consolidation) evidences of
indebtedness or cash or other assets (other than cash dividends payable out of
consolidated retained earnings not in excess of, in any one year period, the
greater of (a) $.10 per share of Common Stock and (b) two times the aggregate
amount of dividends per share paid during the preceding calendar year and
dividends or distributions payable in shares of Common Stock or other equity
securities of the Company described in the immediately preceding paragraph),
then in each case the Option Price shall be adjusted by reducing the Option
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by the fair market value, as
determined in good faith by the Board of Directors of the Company (whose
determination shall be described in a statement filed in the Company's
corporate records and be available for inspection by any holder of an Option)
of the portion of the evidence of indebtedness or cash or other assets so to be
distributed applicable to one share of Common Stock; provided that in no event
shall the Option Price be less than the par value of a share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of the distribution retroactive to the record date
for the determination of the stockholders entitled to receive such
distribution. Comparable adjustments shall be made in the event of successive
distributions of the character described above.

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shall terminate without being exercised, the Option Price and number of shares
subject to Option shall be appropriately readjusted to reflect the Option Price
and number of shares subject to the Option which would have been in effect if
such unexercised Rights had never existed. Comparable adjustments shall be
made in the event of successive transactions of the character described above.

After a merger of the Company into one or more corporations, after any
consolidation of the Company and any one or more corporations, or after any
other corporate transaction described in Section 424(a) of the Code in which
the Company is not the surviving corporation, each optionee shall, at no
additional cost, be entitled at the option of the surviving corporation, (i) to
have his then existing Option assumed or to have a new option substituted for
the existing Option by the surviving corporation to the transaction which is
then employing him, or a parent or subsidiary of such corporation, on a basis
where the excess of the aggregate fair market value of the shares subject to
the option immediately after the substitution or assumption over the aggregate
option price of such option is equal to the excess of the aggregate fair market
value of all shares subject to the option immediately before such substitution
or assumption over the aggregate option price of such shares, provided that the
shares subject to the new option must be traded on the New York Stock Exchange
or the American Stock Exchange or quoted on the NASDAQ, or (ii) to receive upon
any exercise of his Option, in lieu of the number of shares as to which the
Option shall then be so exercised, the securities, property and other assets,
including cash, to which the Optionee would have been entitled pursuant to the
terms of the agreement of merger or consolidation or the agreement giving rise
to the other corporate transaction if at the time of such merger, consolidation
or other transaction such optionee had been the holder of the number of shares
of Common Stock equal to the number of shares as to which the Option shall then
be so exercised.

For purposes of this Paragraph 12, "Current Market Price per share of
Common Stock" shall mean the closing price of a share of Common Stock on the
principal national securities exchange on which the Common Stock is listed or,
if the Common Stock is not so listed, the average bid and asked price of a
share of Common Stock as reported in the NASDAQ System, in each case on the
trading day immediately preceding the first trading day on which, as a result
of the establishment of a record date or otherwise, the trading price reflects
that an acquiror of Common Stock in the public market will not participate in
or receive the payment of any applicable dividend or distribution.

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Except a hereinbefore expressly provided, the issue by the Company of
shares of Common Stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor,
or upon conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Common
Stock then subject to outstanding Options.

13. Amendment or Termination of Plan. The Board of Directors may modify,
revise or terminate the Plan at any time and from time to time; provided,
however, that without the further approval of the holders of a majority of the
shares of voting stock present in person or by proxy at a meeting of
stockholders, or if the provisions of the corporate charter, by-laws or
applicable state law prescribes a greater degree of stockholder approval for
this action, without the degree of stockholder approval thus required, the
Board of Directors may not (a) change the aggregate number of shares which may
be issued under Options pursuant to the provisions of the Plan; (b) reduce the
option price permitted for the Options; (c) extend the term during which an
option may be exercised or the termination date of the Plan; or (d) materially
increase any other benefits accruing to directors under the Plan or materially
modify the requirements as to eligibility for participation in the Plan unless,
in each such case, the Board of Directors of the Company shall have obtained an
opinion of legal counsel to the effect that stockholder approval of the
amendment is not required (i) by law, (ii) by the applicable rules and
regulations of, or any agreement with, any national securities exchange that
the Common Stock is then listed on or if the Common Stock is not so listed, the
rules and regulations, or any agreement with, the National Association of
Securities Dealers, Inc., and (iii) in order to make available to the optionee
with respect to any option granted under the Plan, the benefits of Rule 16b-3 of
the Rules and Regulations under the Securities Exchange Act of 1934, or any
similar or successor rule. In addition, the terms of the Plan relating to the
number of shares that may be subject to an Option, the times at which Options
shall be granted, and the means by which the Option Price for Options granted is
to be determined shall not be amended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income
Security Act or the rules thereunder.

14. Written Agreement. Each Option granted hereunder shall be embodied in
a written option agreement, which shall be subject to the terms and conditions
prescribed above, and shall be signed by the optionee and by the appropriate
officer of the Company for and in the name and on behalf of the Company. Such
an option agreement shall contain such other provisions as the Committee in its
discretion shall deem advisable.

15. Indemnification of Committee. The Company shall indemnify each present
and future member of the Committee against, and each member of the Committee
shall be entitled without further act on his part to indemnity from the Company
for, all expenses (including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit or proceeding in which he
may be involved by reason of his being or having been a member of the
Committee, whether or not he continues to be such member of the Committee at
the time of incurring such expenses; provided, however, that such indemnity
shall not include any expenses incurred by any such member of the Committee (a)
in respect of matters as to which he shall be finally adjudged in any such
action, suit or proceeding to have been guilty of gross negligence or willful
misconduct in the performance of his duty as such member of the Committee, or
(b) in respect of any matter in which any settlement is effected, to an amount
in excess of the amount approved by the Company on the advice of its legal
counsel; and provided further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any such
member of the Committee unless, within sixty (60) days after institution of any
such action, suit or proceeding, he shall have offered the Company, in writing,
the opportunity to handle and defend same at its own expense. The foregoing
right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Committee and shall be in addition to
all other rights to which such member of the Committee may be entitled to as a
matter of law, contract, or otherwise. Nothing in this Section 15 shall be
construed to limit or otherwise affect any right to indemnification, or payment
of expense, or any provisions limiting the liability of any officer or director
of the Company or any member of the Committee, provided by law, the Certificate
of Incorporation of the Company or otherwise.

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16. Effective Date of Plan. The Plan shall be deemed to have been adopted
and effective on December 19, 1995.

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<PAGE> 1
EXHIBIT 4.20

UTI ENERGY CORP.

AMENDED AND RESTATED

1997 LONG-TERM INCENTIVE PLAN

ARTICLE I: GENERAL

SECTION 1.1 Purpose of the Plan. This Amended and Restated Long-Term
Incentive Plan (the "Plan") of UTI Energy Corp. (the "Company") amends and
restates in its entirety the Company's 1997 Long-Term Incentive Plan to reflect
the three-for-one stock dividend paid to stockholders of the Company on
September 5, 1997. The Plan is intended to advance the best interests of the
Company, its subsidiaries and its stockholders in order to attract, retain and
motivate key employees by providing them with additional incentives through (i)
the grant of options ("Options") to purchase shares of Common Stock, par value
$.01 per share, of the Company ("Common Stock"), (ii) the grant of stock
appreciation rights ("Stock Appreciation Rights"), (iii) the award of shares of
restricted Common Stock ("Restricted Stock") and (iv) the award of units
payable in cash or shares of Common Stock based on performance ("Performance
Awards"), thereby increasing the personal stake of such key employees in the
continued success and growth of the Company.

SECTION 1.2 Administration of the Plan. (a) The Plan shall be
administered either by the full Board of Directors of the Company (the "Board
of Directors") or by the Compensation Committee or other designated committee
of the Board of Directors. The Board of Directors or such committee is
referred to herein as the "Committee". The Committee shall have authority to
interpret conclusively the provisions of the Plan, to adopt such rules and
regulations for carrying out the Plan as it may deem advisable, to decide
conclusively all questions of fact arising in the application of the Plan, to
establish performance criteria in respect of Awards (as defined herein) under
the Plan, to certify that Plan requirements have been met for any participant
in the Plan, to submit such matters as it may deem advisable to the Company's
stockholders for their approval, and to make all other determinations and take
all other actions necessary or desirable for the administration of the Plan.
The Committee is expressly authorized to adopt rules and regulations limiting
or eliminating its discretion in respect of certain matters as it may deem
advisable to comply with or obtain preferential treatment under any applicable
tax or other law rule, or regulation. All decisions and acts of the Committee
shall be final and binding upon all affected Plan participants.

(b) The Committee shall designate the eligible employees, if any, to be
granted Awards and the type and amount of such Awards and the time when Awards
will be granted. All Awards granted under the Plan shall be on the terms and
subject to the conditions determined by the Committee consistent with the Plan.

SECTION 1.3 Eligible Participants. Key employees, including officers
and directors, of the Company and its subsidiaries (all such subsidiaries being
referred to as "Subsidiaries") shall be eligible for Awards under the Plan.

SECTION 1.4 Awards Under the Plan. Awards to key employees may be in
the form of (i) Options, (ii) Stock Appreciation Rights, which may be issued
independent of or in tandem with Options, (iii) shares of Restricted Stock,
(iv) Performance Awards, or (v) any combination of the foregoing (collectively,
"Awards").

SECTION 1.5 Shares Subject to the Plan. Initially, the aggregate number
of shares of Common Stock that may be issued under the Plan shall be 600,000,
subject to adjustment as provided in Section 5.2 of the Plan. Shares
<PAGE> 2
distributed pursuant to the Plan may consist of authorized but unissued shares
or treasury shares of the Company, as shall be determined from time to time by
the Board of Directors.

If any Award under the Plan shall expire, terminate or be canceled
(including cancellation upon an Option holder's exercise of a related Stock
Appreciation Right) for any reason without having been exercised in full, or if
any Award shall be forfeited to the Company, the unexercised or forfeited Award
shall not count against the above limits and shall again become available for
Awards under the Plan (unless the holder of such Award received dividends or
other economic benefits with respect to such Award, which dividends or other
economic benefits are not forfeited, in which case the Award shall count
against the above limits). Shares of Common Stock equal in number to the
shares surrendered in payment of the option price, and shares of Common Stock
which are withheld in order to satisfy Federal, state or local tax liability,
shall count against the above limits. Only the number of shares of Common
Stock actually issued upon exercise of a Stock Appreciation Right shall count
against the above limits, and any shares which were estimated to be used for
such purposes and were not in fact so used shall again become available for
Awards under the Plan. Cash exercises of Stock Appreciation Rights and cash
settlement of other Awards will not count against the above limits.

The aggregate number of shares of Common Stock subject to Options or
Stock Appreciation Rights that may be granted to any one participant in any one
year under the Plan shall be 300,000, subject to adjustment as provided in
Section 5.2 of the Plan. The aggregate number of shares of Common Stock that
may be granted to any one participant in any one year in respect of Restricted
Stock shall be 300,000, subject to adjustment as provided in Section 5.2 of the
Plan. The aggregate number of shares of Common Stock that may be received by
any one participant in any one year in respect of a Performance Award shall be
300,000, subject to adjustment as provided in Section 5.2 of the Plan, and the
aggregate amount of cash that may be received by any one participant in any one
year in respect to a Performance Award shall be $500,000.

The total number of Awards (or portions thereof) settled in cash under
the Plan, based on the number of shares covered by such Awards (e.g., 100
shares for a Stock Appreciation Right with respect to 100 shares), shall not
exceed a number equal to (i) the number of shares initially available for
issuance under the Plan plus (ii) the number of shares that have become
available for issuance under the Plan pursuant to the first paragraph of this
Section 1.5.

The aggregate number of shares of Common Stock that are available under
the Plan for Options granted in accordance with Section 2.4(i) ("ISOs") is
600,000, subject to adjustment as provided in Section 5.2 of the Plan.

SECTION 1.6 Other Compensation Programs. Nothing contained in the Plan
shall be construed to preempt or limit the authority of the Board of Directors
to exercise its corporate rights and powers, including, but not by way of
limitation, the right of the Board of Directors (i) to grant incentive awards
for proper corporate purposes otherwise than under the Plan to any employee,
officer, director or other person or entity or (ii) to grant incentive awards
to, or assume incentive awards of, any person or entity in connection with the
acquisition (whether by purchase, lease, merger, consolidation or otherwise) of
the business or assets (in whole or in part) of any person or entity.

ARTICLE II: STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

SECTION 2.1 Terms and Conditions of Options. Subject to the following
provisions, all Options granted under the Plan to employees of the Company and
its Subsidiaries shall be in such form and shall have such terms and conditions
as the Committee, in its discretion, may from time to time determine consistent
with the Plan.

(a) Option Price. The option price per share shall be determined by the
Committee, except that in the case of an Option granted in accordance with
Section 2.4(i) the option price per share shall not be less than the fair

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market value of a share of Common Stock (as determined by the Committee) on the
date the Option is granted (other than in the case of substitute or assumed
Options to the extent required to qualify such Options for preferential tax
treatment under the Code as in effect at the time of such grant).

(b) Term of Option. The term of an Option shall be determined by the
Committee, except that in the case of an ISO the term of the Option shall not
exceed ten years from the date of grant, and, notwithstanding any other
provision of this Plan, no Option shall be exercised after the expiration of
its term.

(c) Exercise of Options. Options shall be exercisable at such time or
times and subject to such terms and conditions as the Committee shall specify
in the Option grant. Unless the Option grant specifies otherwise, the
Committee shall have discretion at any time to accelerate such time or times
and otherwise waive or amend any conditions in respect of all or any portion of
the Options held by any optionee. An Option may be exercised in accordance
with its terms as to any or all shares purchasable thereunder.

(d) Payment for Shares. The Committee may authorize payment for shares
as to which an Option is exercised to be made in cash, shares of Common Stock,
a combination thereof, by "cashless exercise" or in such other manner as the
Committee in its discretion may provide.

(e) Stockholder Rights. The holder of an Option shall, as such, have
none of the rights of a stockholder.

(f) Termination of Employment. The Committee shall have discretion to
specify in the Option grant, or, with the consent of the optionee, an amendment
thereof, provisions with respect to the period, not extending beyond the term
of the Option, during which the Option may be exercised following the
optionee's termination of employment.

SECTION 2.2 Stock Appreciation Rights in Tandem with Options. (a) The
Committee may, either at the time of grant of an Option or at any time during
the term of the Option, grant Stock Appreciation Rights ("Tandem SARs") with
respect to all or any portion of the shares of Common Stock covered by such
Option. A Tandem SAR may be exercised at any time the Option to which it
relates is then exercisable, but only to the extent the Option to which it
relates is exercisable, and shall be subject to the conditions applicable to
such Option. When a Tandem SAR is exercised, the Option to which it relates
shall cease to be exercisable to the extent of the number of shares with
respect to which the Tandem SAR is exercised. Similarly, when an Option is
exercised, the Tandem SARs relating to the shares covered by such Option
exercise shall terminate. Any Tandem SAR which is outstanding on the last day
of the term of the related Option (as determined pursuant to Section 2.1(b))
shall be automatically exercised on such date for cash without any action by
the optionee.

(b) Upon exercise of a Tandem SAR, the holder shall receive, for each
share with respect to which the Tandem SAR is exercised, an amount (the
"Appreciation") equal to the difference between the option price per share of
the Option to which the Tandem SAR relates and the fair market value (as
determined by the Committee) of a share of Common Stock on the date of exercise
of the Tandem SAR. The Appreciation shall be payable in cash, Common Stock, or
a combination of both, at the option of the Committee, and shall be paid within
30 days of the exercise of the Tandem SAR.

SECTION 2.3 Stock Appreciation Rights Independent of Options. Subject
to the following provisions, all Stock Appreciation Rights granted independent
of Options ("Independent SARs") under the Plan to employees of the Company and
its Subsidiaries shall be in such form and shall have such terms and conditions
as the Committee, in its discretion, may from time to time determine consistent
with the Plan.

(a) Exercise Price. The exercise price per share shall be determined by
the Committee on the date the Independent SAR is granted.

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(b) Term of Independent SAR. The term of an Independent SAR shall be
determined by the Committee, and, notwithstanding any other provision of this
Plan, no Independent SAR shall be exercised after the expiration of its term.

(c) Exercise of Independent SARs. Independent SARs shall be exercisable
at such time or times and subject to such terms and conditions as the Committee
shall specify in the Independent SAR grant. Unless the Independent SAR grant
specifies otherwise, the Committee shall have discretion at any time to
accelerate such time or times and otherwise waive or amend any conditions in
respect of all or any portion of the Independent SARs held by any participant.
Upon exercise of an Independent SAR, the holder shall receive, for each share
specified in the Independent SAR grant, an amount (the "Appreciation") equal to
the difference between the exercise price per share specified in the
Independent SAR grant and the fair market value (as determined by the
Committee) of a share of Common Stock on the date of exercise of the
Independent SAR. The Appreciation shall be payable in cash, Common Stock, or a
combination of both, at the option of the Committee, and shall be paid within
30 days of the exercise of the Independent SAR.

(d) Stockholder Rights. The holder of an Independent SAR shall, as
such, have none of the rights of a stockholder.

(e) Termination of Employment. The Committee shall have discretion to
specify in the Independent SAR grant, or, with the consent of the holder, an
amendment thereof, provisions with respect to the period, not extending beyond
the term of the Independent SAR, during which the Independent SAR may be
exercised following the holder's termination of employment.

SECTION 2.4 Statutory Options. Subject to the limitations on Option
terms set forth in Section 2.1, the Committee shall have the authority to grant
(i) ISOs within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and (ii) Options containing such terms and
conditions as shall be required to qualify such Options for preferential tax
treatment under the Code as in effect at the time of such grant, including, if
then applicable, limits with respect to minimum exercise price, duration and
amounts and special limitations applicable to any individual who, at the time
the Option is granted, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any affiliate.
Options granted pursuant to this Section 2.4 may contain such other terms and
conditions permitted by Article II of this Plan as the Committee, in its
discretion, may from time to time determine (including, without limitation,
provision for Stock Appreciation Rights), to the extent that such terms and
conditions do not cause the Options to lose their preferential tax treatment.
If an Option intended to be an ISO ceases or is otherwise not eligible to be an
ISO, such Option (or portion thereof necessary to maintain the status of the
remaining portion of the Option as an ISO) shall remain valid but be treated as
an Option other than an ISO.

SECTION 2.5 Change of Control. Notwithstanding the exercisability
schedule governing any Option or Stock Appreciation Right, upon the occurrence
of a Change of Control (as defined in Section 5.9) all Options and Stock
Appreciation Rights outstanding at the time of such Change of Control and held
by participants who are employees of the Company or its subsidiaries at the
time of such Change of Control shall (unless specifically provided otherwise in
the grant thereof) become immediately exercisable and, unless the participant
agrees otherwise in writing, remain exercisable for three years (but not beyond
the term of the Option or Stock Appreciation Right) after the employee's
termination of employment for any reason other than termination by the Company
or a subsidiary of the Company for dishonesty, conviction of a felony, wilful
unauthorized disclosure of confidential information or wilful refusal to
perform the duties of such employee's position or positions with the Company or
such subsidiary (termination for "cause"); provided that this Section 2.5 shall
not apply to Awards granted to a participant if, in connection with a Change of
Control pursuant to clause (1) of Section 5.9, such participant is the Person
or forms part of the Person specified in such clause (1).

A-4
<PAGE> 5
ARTICLE III: RESTRICTED STOCK

SECTION 3.1 Terms and Conditions of Restricted Stock Awards. Subject to
the following provisions, all Awards of Restricted Stock under the Plan to
employees of the Company and its Subsidiaries shall be in such form and shall
have such terms and conditions as the Committee, in its discretion, may from
time to time determine consistent with the Plan.

(a) Restricted Stock Award. The Restricted Stock Award shall specify
the number of shares of Restricted Stock to be awarded, the price, if any, to
be paid by the recipient of the Restricted Stock, and the date or dates on
which the Restricted Stock will vest. The vesting and number of shares of
Restricted Stock may be conditioned upon the completion of a specified period
of service with the Company or its Subsidiaries, upon the attainment of
specified performance objectives, or upon such other criteria as the Committee
may determine in accordance with the provisions hereof. Performance objectives
will be based on increases in share prices, operating income, net income or
cash flow thresholds on a company wide, subsidiary or division or group basis,
rig utilization, safety records, return on common equity or any combination of
the foregoing.

(b) Restrictions on Transfer. Stock certificates representing the
Restricted Stock granted to an employee shall be registered in the employee's
name. Such certificates shall either be held by the Company on behalf of the
employee, or delivered to the employee bearing a legend to restrict transfer of
the certificate until the Restricted Stock has vested, as determined by the
Committee. The Committee shall determine whether the employee shall have the
right to vote and/or receive dividends on the Restricted Stock before it has
vested. No share of Restricted Stock may be sold, transferred, assigned, or
pledged by the employee until such share has vested in accordance with the
terms of the Restricted Stock Award. Unless the grant of a Restricted Stock
Award specifies otherwise, in the event of an employee's termination of
employment before all the employee's Restricted Stock has vested, or in the
event other conditions to the vesting of Restricted Stock have not been
satisfied prior to any deadline for the satisfaction of such conditions set
forth in the Award, the shares of Restricted Stock that have not vested shall
be forfeited and any purchase price paid by the employee shall be returned to
the employee. At the time Restricted Stock vests (and, if the employee has
been issued legended certificates of Restricted Stock, upon the return of such
certificates to the Company), a certificate for such vested shares shall be
delivered to the employee or the employee's estate, free of all restrictions.

(c) Accelerated Vesting. Notwithstanding the vesting conditions set
forth in the Restricted Stock Award, (i) unless the Restricted Stock grant
specifies otherwise, the Committee may in its discretion at any time accelerate
the vesting of Restricted Stock or otherwise waive or amend any conditions of a
grant of Restricted Stock, and (ii) all shares of Restricted Stock shall vest
upon a Change of Control of the Company; provided that clause (ii) above shall
not apply to Awards granted to a participant if, in connection with a Change of
Control pursuant to clause (1) of Section 5.9, such participant is the Person
or forms part of the Person specified in such clause (1).

ARTICLE IV: PERFORMANCE AWARDS

SECTION 4.1 Terms and Conditions of Performance Awards. The Committee
shall be authorized to grant Performance Awards, which are payable in stock,
cash or a combination thereof, at the discretion of the Committee.

(a) Performance Period. The Committee shall establish with respect to
each Performance Award a performance period over which the performance goal of
such Performance Award shall be measured. The performance period for a
Performance Award shall be established prior to the time such Performance Award
is granted and may overlap with performance periods relating to other
Performance Awards granted hereunder to the same employee.

A-5
<PAGE> 6
(b) Performance Objectives. The Committee shall establish a minimum
level of acceptable achievement for the holder at the time of each Award. Each
Performance Award shall be contingent upon future performances and achievement
of objectives described either in terms of Company-wide performance or in terms
that are related to performance of the employee or of the division, subsidiary,
department or function within the Company in which the employee is employed.
The Committee shall have the authority to establish the specific performance
objectives and measures applicable to such objectives. Such objectives,
however, shall be based on increases in share prices, operating income, net
income or cash flow thresholds on a company wide, subsidiary or division or
group, rig utilization, safety records, return on common equity or any
combination of the foregoing.

(c) Size, Frequency and Vesting. The Committee shall have the
authority to determine at the time of the Award the maximum value of a
Performance Award, the frequency of Awards and the date or dates when Awards
vest.

(d) Payment. Following the end of each performance period, the holder
of each Performance Award will be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance Award, based on the achievement
of the performance measures for such performance period, as determined by the
Committee. If at the end of the performance period the specified objectives
have been attained, the employee shall be deemed to have fully earned the
Performance Award. If the employee exceeds the specified minimum level of
acceptable achievement but does not fully attain such objectives, the employee
shall be deemed to have partly earned the Performance Award, and shall become
entitled to receive a portion of the total Award, as determined by the
Committee. If a Performance Award is granted after the start of a performance
period, the Award shall be reduced to reflect the portion of the performance
period during which the Award was in effect. Unless the Award specifies
otherwise, including restrictions in order to satisfy the conditions under
Section 162(m) of the Code, the Committee may adjust the payment of Awards or
the performance objectives if events occur or circumstances arise which would
cause a particular payment or set of performance objectives to be
inappropriate, as determined by the Committee.

(e) Termination of Employment. A recipient of a Performance Award who,
by reason of death, disability or retirement, terminates employment before the
end of the applicable performance period shall be entitled to receive, to the
extent earned, a portion of the Award which is proportional to the portion of
the performance period during which the employee was employed. A recipient of
a Performance Award who terminates employment for any other reason shall not be
entitled to any part of the Award unless the Committee determines otherwise;
however, the Committee may in no event pay the employee more than that portion
of the Award which is proportional to his or her period of actual service.

(f) Accelerated Vesting. Notwithstanding the vesting conditions set
forth in a Performance Award, (i) unless the Award specifies otherwise, the
Committee may in its discretion at any time accelerate vesting of the Award or
otherwise waive or amend any conditions (including but not limited to
performance objectives) in respect of a Performance Award, and (ii) all
Performance Awards shall vest upon a Change of Control of the Company. In
addition, each participant in the Plan shall receive the maximum Performance
Award he or she could have earned for the proportionate part of the performance
period prior to the Change of Control, and shall retain the right to earn any
additional portion of his or her Award if he or she remains in the Company's
employ. However, clause (ii) above shall not apply to Awards granted to a
participant if, in connection with a Change of Control pursuant to clause (1)
of Section 5.9, such participant is the Person or forms part of the Person
specified in such clause (1).

(g) Stockholder Rights. The holder of a Performance Award shall, as
such, have none of the rights of a stockholder.

A-6
<PAGE> 7
ARTICLE V: ADDITIONAL PROVISIONS

SECTION 5.1 General Restrictions. Each Award under the Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any
state or Federal law, or (ii) the consent or approval of any government
regulatory body, or (iii) an agreement by the recipient of an Award with
respect to the disposition of shares of Common Stock, is necessary or desirable
(in connection with any requirement or interpretation of any Federal or state
securities law, rule or regulation) as a condition of, or in connection with,
the granting of such Award or the issuance, purchase or delivery of shares of
Common Stock thereunder, such Award may not be consummated in whole or in part
unless such listing, registration, qualification, consent, approval or
agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.

SECTION 5.2 Adjustments for Changes in Capitalization. In the event of
any stock dividends, stock splits, recapitalizations, combinations, exchanges
of shares, mergers, consolidation, liquidations, split-ups, split-offs, spin-
offs, or other similar changes in capitalization, or any distribution to
stockholders, including a rights offering, other than regular cash dividends,
changes in the outstanding stock of the Company by reason of any increase or
decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any similar capital adjustment or the
payment of any stock dividend, any share repurchase at a price in excess of the
market price of the Common Stock at the time such repurchase is announced or
other increase or decrease in the number of such shares, the Committee shall
make appropriate adjustment in the number and kind of shares authorized by the
Plan (including shares available for ISOs), in the number, price or kind of
shares covered by the Awards and in any outstanding Awards under the Plan;
provided, however, that no such adjustment shall increase the aggregate value
of any outstanding Award.

In the event of any adjustment in the number of shares covered by any
Award, any fractional shares resulting from such adjustment shall be
disregarded and each such Award shall cover only the number of full shares
resulting from such adjustment.

SECTION 5.3 Amendments. (a) The Board of Directors may at any time and
from time to time and in any respect amend or modify the Plan.

(b) The Committee shall have the authority to amend any Award to include
any provision which, at the time of such amendment, is authorized under the
terms of the Plan; however, no outstanding Award may be revoked or altered in a
manner unfavorable to the holder without the written consent of the holder.

SECTION 5.4 Cancellation of Awards. Any Award granted under the Plan
may be cancelled at any time with the consent of the holder and a new Award may
be granted to such holder in lieu thereof, which Award may, in the discretion
of the Committee, be on more favorable terms and conditions than the canceled
Award.

SECTION 5.5 Withholding. Whenever the Company proposes or is required
to issue or transfer shares of Common Stock under the Plan, the Company shall
have the right to require the holder to pay an amount in cash or to retain or
sell without notice, or demand surrender of, shares of Common Stock in value
sufficient to satisfy any Federal, state or local withholding tax liability
("Withholding Tax") prior to the delivery of any certificate for such shares
(or remainder of shares if Common Stock is retained to satisfy such tax
liability). Whenever under the Plan payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy any Federal, state or
local withholding tax liability. An Award may also provide the holder with the
right to satisfy the Withholding Tax with previously owned shares of Common
Stock or shares of Common Stock otherwise issuable to the holder.

Whenever Common Stock is so retained or surrendered to satisfy
Withholding Tax, the value of shares of Common Stock so retained or surrendered
shall be determined by the Committee, and the value of shares of

A-7
<PAGE> 8
Common Stock so sold shall be the net proceeds (after deduction of commissions)
received by the Company from such sale, as determined by the Committee.

SECTION 5.6 Non-assignability. Except as expressly provided in the Plan
or in any agreements, no Award under the Plan shall be assignable or
transferable by the holder thereof except by will or by the laws of descent and
distribution. During the life of the holder, Awards under the Plan shall be
exercisable only by such holder or by the guardian or legal representative of
such holder.

SECTION 5.7 Non-uniform Determinations. Determinations by the Committee
under the Plan (including, without limitation, determinations of the persons to
receive Awards; the form, amount and timing of such Awards; the terms and
provisions of such Awards and the agreements evidencing same; and provisions
with respect to termination of employment) need not be uniform and may be made
by it selectively among persons who receive, or are eligible to receive, Awards
under the Plan, whether or not such persons are similarly situated.

SECTION 5.8 No Guarantee of Employment. The grant of an Award under the
Plan shall not constitute an assurance of continued employment for any period
or any obligation of the Board of Directors to nominate any director for
reelection by the Company's stockholders.

SECTION 5.9 Change of Control. A "Change of Control" shall be deemed to
have occurred if:

(1) any Person (as defined below), other than a Designated Person, is or
becomes the Beneficial Owner (as defined below) of securities of the Company
representing 35% or more of the Voting Power (as defined below);

(2) there shall occur a change in the composition of a majority of the
Board of Directors within any period of four consecutive years which change
shall not have been approved by a majority of the Board of Directors as
constituted immediately prior to the commencement of such period;

(3) at any meeting of the stockholders of the Company called for the
purpose of electing directors, more than one of the persons nominated by the
Board of Directors for election as directors shall fail to be elected; or

(4) the stockholders of the Company approve a merger, consolidation,
sale of substantially all assets or other reorganization of the Company, other
than a reincorporation, in which the Company does not survive.

For purposes of this Section 5.9, (i) "Person" shall have the meaning set
forth in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934
(the "Exchange Act"), as in effect on May 1, 1997, (ii) "Beneficial Owner"
shall have the meaning set forth in Rules 13d-3 and 13d-5 promulgated under the
Exchange Act on May 1, 1997; (iii) "Voting Power" shall mean the voting power
of the outstanding securities of the Company having the right under ordinary
circumstances to vote at an election of the Board of Directors; and (iv)
"Designated Person" shall mean any Person whose Beneficial Ownership of
securities is solely the result of such Person acquiring securities as an
underwriter in an underwritten public offering of such securities.
Notwithstanding anything contained herein to the contrary, a Change in Control
shall not be deemed to have occurred due to the Voting Power of Remy Capital
Partners III, L.P. or any of its affiliates (collectively "Remy") falling below
35% or subsequently increasing over 35%.

SECTION 5.10 Duration and Termination. (a) The Plan shall be of
unlimited duration. Notwithstanding the foregoing, no ISO (within the meaning
of Section 422 of the Code) shall be granted under the Plan ten (10) years
after the effective date of the Plan, but Awards granted prior to such date may
extend beyond such date, and the terms of this Plan shall continue to apply to
all Awards granted hereunder.

A-8
<PAGE> 9
(b) The Board of Directors may suspend, discontinue or terminate the
Plan at any time. Such action shall not impair any of the rights of any holder
of any Award outstanding on the date of the Plan's suspension, discontinuance
or termination without the holder's written consent.

SECTION 5.11 Deferred Compensation and Trust Agreements. The Committee
may authorize and establish deferred compensation agreements and arrangements
in connection with Awards under the Plan and may establish trusts and other
arrangements including "rabbi trusts", with respect to such agreements and
appoint one or more trustees for such trusts. Shares of Common Stock under the
Plan may also be acquired by one or more trustees from the Company, in the open
market or otherwise.

SECTION 5.12 Effective Date. The Plan is effective as of July 23, 1997,
the effective date of the Long-Term Incentive Plan prior to amendment.

A-9

<PAGE> 1
EXHIBIT 21.1

SUBSIDIARIES OF UTI

<TABLE>
<S> <C>
UTICO, Inc. Delaware
FWA Drilling Company, Inc. Delaware
International Petroleum Services Company Pennsylvania
Triad Drilling Company Delaware
Universal Well Services, Inc. Delaware
USC, Incorporated Delaware
JSM & Associates, Inc. Texas
Panther Drilling, Inc. Oklahoma
</TABLE>

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-13261) pertaining to the UTI Energy Corp. 1993 Non-qualified
Stock Option Plan, the First Amendment to Termination Agreement and Release,
the UTI Energy Corp. Non-Employee Director Stock Option Plan of our report
dated February 17, 1998, with respect to the consolidated financial statements
and schedule of UTI Energy Corp. included in its Annual Report (Form 10-K) for
the year ended December 31, 1997.

Ernst & Young LLP

Houston, Texas
March 18, 1998

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 58,347
<SECURITIES> 0
<RECEIVABLES> 36,404
<ALLOWANCES> 815
<INVENTORY> 1,363
<CURRENT-ASSETS> 96,048
<PP&E> 126,523
<DEPRECIATION> 31,508
<TOTAL-ASSETS> 208,987
<CURRENT-LIABILITIES> 25,596
<BONDS> 23,458
6,701
0
<COMMON> 16
<OTHER-SE> 137,604
<TOTAL-LIABILITY-AND-EQUITY> 208,987
<SALES> 0
<TOTAL-REVENUES> 182,437
<CGS> 0
<TOTAL-COSTS> 136,356
<OTHER-EXPENSES> 11,075
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,330
<INCOME-PRETAX> 20,134
<INCOME-TAX> 7,609
<INCOME-CONTINUING> 12,525
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,525
<EPS-PRIMARY> .96
<EPS-DILUTED> .83

</TABLE>

<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 570
<SECURITIES> 0
<RECEIVABLES> 18,734
<ALLOWANCES> 305
<INVENTORY> 874
<CURRENT-ASSETS> 21,622
<PP&E> 63,000
<DEPRECIATION> 23,149
<TOTAL-ASSETS> 61,870
<CURRENT-LIABILITIES> 15,861
<BONDS> 14,658
0
0
<COMMON> 11
<OTHER-SE> 22,685
<TOTAL-LIABILITY-AND-EQUITY> 61,870
<SALES> 0
<TOTAL-REVENUES> 97,301
<CGS> 0
<TOTAL-COSTS> 78,257
<OTHER-EXPENSES> 4,292
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,148
<INCOME-PRETAX> 7,177
<INCOME-TAX> 2,324
<INCOME-CONTINUING> 4,853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,853
<EPS-PRIMARY> .46
<EPS-DILUTED> .42

</TABLE>