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                                                                     EXHIBIT 4.3

                     AMENDMENT NO. 2 TO THE UTI ENERGY CORP.
               AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
               ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 27, 2000

         RESOLVED, that an amendment to the UTI Energy Corp. Amended and
Restated 1997 Long-Term Incentive Plan (the "1997 Plan"), to increase the number
of shares authorized for issuance under the 1997 Plan by 400,000 is hereby
authorized, ratified and approved.



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