SECURITIES AND EXCHANGE COMMISSION



Form 10-K/A

Amendment to Application or Report

Amendment No. 1


(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, 1999

[   ]

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.



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|Delaware(State or other jurisdiction of incorporation)                                     |  | 23-2037823(I.R.S. Employer Identification No.)
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|Suite 225N
	16800 Greenspoint Park
	Houston, Texas(Address of principal executive offices) |  | 77060(Zip Code)                               

(281) 873-4111



Securities Registered Pursuant to Section 12(b) of the
Act:

|                                                   |  |                                                                 
|-------------------------------------------------- |  | ----------------------------------------------------------------
|Common Stock, Par Value $.001
	Title of each class |  | American Stock ExchangeName of each exchange on which registered

EXPLANATORY NOTE

The undersigned registrant
hereby amends the following items, financial statements, exhibits
 or other portions of its Annual Report on Form 10-K as set
forth in the pages attached hereto: Part III: Items 10,
11, 12 and 13



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PART III



|         |                                                   
|-------- | --------------------------------------------------
|ITEM 10. | Directors and Executive Officers of the Registrant

Set forth below is the name, age and position as of April 1,
 2000 for each of the directors and executive officers of UTI.
Pursuant to UTIs bylaws, directors are elected to serve for
 three-year terms until their successors are elected or their
earlier resignation or removal. Class I directors
terms expire in 2001, Class II directors terms expire
in 2002 and Class III directors terms expire in 2000.

|                    |  |     |    |          |  |                                                                         
|------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------------------
|Name                |  | Age |    | Position
|                    |  |     |    |         
|Mark S. Siegel      |  |     | 49 |          |  | Chairman of the Board and Class II Director (director since
	1995)      
|Vaughn E. Drum      |  |     | 54 |          |  | President, Chief Executive Officer and                                  
|                    |  |     |    |          |  | Class III Director (director since 1986)                                
|Kenneth N. Berns    |  |     | 40 |          |  | Class II Director (director since 1995)                                 
|Curtis W. Huff      |  |     | 42 |          |  | Class I Director (director since 1997)                                  
|Terry H. Hunt       |  |     | 51 |          |  | Class I Director (director since 1994)                                  
|Nadine C. Smith     |  |     | 42 |          |  | Class I Director (director since 1995)                                  
|Robert B. Spears    |  |     | 73 |          |  | Class III Director (director since 1994)                                
|John E. Vollmer III |  |     | 44 |          |  | Senior Vice President, Secretary, Treasurer and Chief Financial
	Officer
|Bruce Sauers        |  |     | 36 |          |  | Vice President and Corporate Controller                                 

Mark S. Siegel  Mr. Siegel has served
 as Chairman of the Board and a director of UTI since
March 14, 1995. Mr. Siegel has been President of Remy
Investors & Consultants, Incorporated (Remy
Investors) since 1993. From 1992 to 1993, Mr. Siegel
was President, Music Division, Blockbuster Entertainment Corp.
From 1988 through 1992, Mr. Siegel was an Executive Vice
President of Shamrock Holdings, Inc. and Managing Director
of Shamrock Capital Advisors, Incorporated. Mr. Siegel is
also Chairman of the Board and a director of Variflex Inc.
Mr. Siegel holds a B.A. from Colgate University and a J.D.
from Boalt Hall School of Law.

Vaughn E. Drum  Mr. Drum has served
as President, Chief Executive Officer and a director of UTI since
 December 1986. From 1980 through November 1986, Mr. Drum
served in various capacities for UGI Development Company, a
subsidiary of UGI Corporation. Mr. Drum holds a B.S. in
Petroleum Engineering from Marietta College.

-2-



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Kenneth N. Berns  Mr. Berns has
served as a director of UTI since May 24, 1995.
Mr. Berns has been an employee of Remy Investors since 1994.
 From 1990 through 1994, Mr. Berns was employed by
affiliated real estate development and management companies,
including Ridge Properties, Ltd., Ridge
Development, Ltd. and Spound Company. Prior to 1990,
Mr. Berns was a senior manager of Spicer &
Oppenheim and a Vice President of Cantor Fitzgerald Financial
Corporation. Mr. Berns is the majority stockholder of RD
Management, Inc., which was the general partner of Ridge
Properties, Ltd. Mr. Berns is a Certified Public
Accountant and holds a Bachelors Degree in Business
Administration from San Diego State University and a Masters
 Degree in Taxation from Golden Gate University.

Curtis W. Huff  Mr. Huff has been
Executive Vice President, Chief Financial Officer and General
Counsel of Weatherford International, Inc. since
January 2000. He served as Senior Vice President and General
 Counsel of Weatherford from May 1998 to January 2000. Prior to
that time, Mr. Huff was a partner with the law firm of
Fulbright & Jaworski L.L.P., our counsel, and held
that position for more than five years.

Terry H. Hunt  Mr. Hunt served as
Senior Vice President  Strategic Planning of PPL
Corporation, an international electricity and natural gas
supplier, from October 1998 to March 2000 following the
 merger of Penn Fuel Gas, Inc. into PPL. Mr. Hunt
served as the President and Chief Executive Officer of Penn Fuel
Gas, Inc. a natural gas and propane distribution company
from 1992 to April 1999. From 1989 to 1992, Mr. Hunt was
President and Chairman of Carnegie Natural Gas Company, a gas
distribution and transportation company and of Apollo Gas
Company, a natural gas distributor. From 1984 through 1988, he
served as Vice President of Delhi Gas Pipeline Corporation, an
intrastate pipeline company. Mr. Hunt holds a Bachelor of
Engineering degree from the University of Saskatchewan, Canada
and a M.B.A. from Southern Methodist University.

Nadine C. Smith  Prior to April 2000,
Ms. Smith was President and Chief Executive Officer of
Enidan Capital Corp., an investment company that makes equity
investments in public and privately held companies. Previously,
Ms. Smith was an investment banker and principal with NC
Smith & Co. and The First Boston Corporation and a
management consultant with McKinsey & Co.
Ms. Smith is a director of American Retirement Corporation,
Aegis Asset Management and American Southwest Holdings.
Ms. Smith earned a bachelors degree in economics from Smith
College and a masters degree in business from Yale University.

Robert B. Spears  Since 1989,
Mr. Spears has served as the Chairman and Vice President,
Business Development of Spears & Associates, Inc.,
a firm which he founded in 1965. Spears & Associates is
a leading research-based consulting firm to the oil and natural
gas industry worldwide.

John E. Vollmer III  Mr. Vollmer
 joined UTI in July 1998 and serves as Senior Vice President and
Chief Financial Officer. Mr. Vollmer was a financial
consultant from October 1997 until joining UTI in 1998. From 1992
 until October 1997, Mr. Vollmer served in a variety of
capacities at Blockbuster Entertainment, including Senior Vice
President  Finance and Chief Financial Officer of
Blockbuster Entertainments Music Division. Mr. Vollmer
 is a Certified Public Accountant and holds a B. A. in
Accounting from Michigan State University.

-3-



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Bruce Sauers  Mr. Sauers has served as
Vice President of UTI since August 1998 and as Corporate
Controller since December 1996. Prior to joining UTI in 1996,
Mr. Sauers was a manager in a regional public accounting
firm. Mr. Sauers is a Certified Public Accountant and holds
a B. S. in Business Administration from Shippensburg
University of Pennsylvania.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934
requires UTIs officers and directors, and persons who
beneficially own more than ten percent of a registered class of
UTIs equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.
 Officers, directors and greater than ten percent stockholders
are required by the regulations promulgated under
Section 16(a) to furnish UTI with copies of all
Section 16(a) forms they file.

Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons
that no Form 5s were required for those persons, UTI
believes that, during 1999, all filing requirements applicable to
 officers, directors, and greater than ten percent stockholders
were complied with, except that UTIs reporting persons
filed Form 5s one day late.

-4-



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ITEM 11.  Executive Compensation

Summary Compensation Table

The following table sets forth information concerning
compensation for 1999, 1998 and 1997 earned by or paid to
(collectively, the Named Executive Officers):



| |   |                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | UTIs Chief Executive Officer                                                                                                                                                      
|
| |  | UTIs other executive officers whose total annual salary and
         bonus exceeded $100,000 in 1999                                                                              
|
| |  | each employee for whom disclosure would be required except for
        the fact that such individual was not serving as an executive
        officer of UTI as of December 31, 1999

SUMMARY COMPENSATION TABLE

|                            |  |      |      |                     |  |         |         |                   |  |  |         |  |  |  |       |    
|--------------------------- |  | ---- | ---- | ------------------- |  | ------- | ------- | ----------------- |  |  | ------- |  |  |  | ----- | ---
|                            |  |      |      |                    
|                            |  |      |      | Annual Compensation
|                            |  |      |      |                    
|                            |  |      |      |                     |  | Other  
|                            |  |      |      |                     |  | Annual 
|Name and Principal Position |  | Year |      | Salary $            |  | Bonus $ |         | Compensation(1) $
|                            |  |      |      |                     |  |         |         |                  
|Vaughn E. Drum              |  |      | 1999 |                     |  |         | 170,040 |                   |  |  | 25,000  |  |  |  |      |    
|President and Chief         |  |      | 1998 |                     |  |         | 170,040 |                   |  |  | 200,000 |  |  |  |      |    
|Executive Officer           |  |      | 1997 |                     |  |         | 156,350 |                   |  |  | 115,681 |  |  |  |      |    
|                           
|Mark S. Siegel              |  |      | 1999 |                     |  |         | 100,000 |                   |  |  |        |  |  |  |      |    
|Chairman of the Board       |  |      | 1998 |                     |  |         | 100,000 |                   |  |  |        |  |  |  |      |    
|                            |  |      | 1997 |                     |  |         |        |                   |  |  |        |  |  |  |      |    
|                           
|John E. Vollmer III(5)      |  |      | 1999 |                     |  |         | 150,000 |                   |  |  | 25,000  |  |  |  |      |    
|Senior Vice President,      |  |      | 1998 |                     |  |         | 63,462  |                   |  |  | 26,250  |  |  |  | 8,615 | (2)
|Treasurer and Chief         |  |      | 1997 |                     |  |         |        |                   |  |  |        |  |  |  |      |    
|Financial Officer           |  |      |      |                     |  |         |         |                   |  |  |         |  |  |  |       |    

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                            |  |                               |   |            |  |                   |         |     |  |  |       | 
|--------------------------- |  | ----------------------------- | - | ---------- |  | ----------------- | ------- | --- |  |  | ----- | 
|                            |  |                              
|                            |  | Long Term Compensation Awards
|                            |  |                              
|                            |  |                               |   | Securities |  |                  
|                            |  | Restricted                    |   | Underlying |  |                  
|                            |  | Stock                         |   | Options    |  | All Other        
|Name and Principal Position |  | Award(s)                      |   | SARs(#)    |  | Compensation(3) $
|                            |  |                               |   |            |  |                  
|Vaughn E. Drum              |  |                               |  |            |  |                   | 90,000  |     |  |  | 3,270 | 
|President and Chief         |  |                               |  |            |  |                   | 12,500  | (4) |  |  | 3,229 | 
|Executive Officer           |  |                               |  |            |  |                   | 42,500  |     |  |  | 5,959 | 
|                           
|Mark S. Siegel              |  |                               |  |            |  |                   | 85,000  |     |  |  |      | 
|Chairman of the Board       |  |                               |  |            |  |                   | 385,000 | (4) |  |  |      | 
|                            |  |                               |  |            |  |                   | 550,000 |     |  |  |      | 
|                           
|John E. Vollmer III(5)      |  |                               |  |            |  |                   | 100,000 |     |  |  | 2,140 | 
|Senior Vice President,      |  |                               |  |            |  |                   | 125,000 |     |  |  |      | 
|Treasurer and Chief         |  |                               |  |            |  |                   |        |     |  |  |      | 
|Financial Officer           |  |                               |   |            |  |                   |         |     |  |  |       | 



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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The aggregate amounts of perquisites and other personal benefits,
         securities or property is less than 10% of each executive
        officers combined annual salary and bonus during the
        applicable year.                                                                                                                                                                                                                                                                                                       
|  
|2. | Relates to consultant services provided prior to employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|3. | Amounts set forth for 1999, 1998 and 1997 reflect UTIs
        contributions or other allocations to defined contribution plans.                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|4. | In August 1998, the Board of Directors of UTI approved the
        repricing of options to purchase an aggregate of
        743,375 shares granted to employees of UTI during 1998 and
        1997. Pursuant to such action, Messrs. Drum and Siegel had
        options to purchase 12,500 and 385,000 shares of common
        stock, respectively, which were repriced and are included in this
         table as new grants during 1998 although new options were not
        actually granted as a result of such repricing.
|  
|5. | Mr. Vollmer became an officer of UTI in July 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

-5-



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Compensation Pursuant to Employee Benefit Plans

UTI maintains several plans intended to provide incentives to its
 key employees. These plans are described below:

Incentive Compensation Plan.UTI maintains an Incentive
Compensation Plan established in 1987 (the ICP).
Under the ICP, specified management employees of UTI and its
subsidiaries with at least 90 days of service may be
eligible to receive a cash bonus following each plan year based
on a comparison of financial performance against targets
established for each plan year.

Norton 1997 Stock Option Plan. In July of 1999, UTI
acquired Norton Drilling Services, Inc. Norton Drilling Services,
 Inc. had a stock option plan which UTI assumed. The options vest
 over three years. No further shares of common stock are
available for grant under the plan.

1996 Employee Stock Option Plan. In August 1996,
UTIs stockholders approved UTIs 1996 Employee Stock
Option Plan (the 1996 Plan). Under the
1996 Plan, UTI can award options on up to
900,000 shares of common stock to certain employees of UTI
and its subsidiaries at a price equal to the fair market value of
 the stock at the date the option is granted. In August of 1998
certain of the options were repriced to the fair market value on
the date of repricing. During 1998 and 1999, net of
cancellations, UTI did not award any options to purchase shares
of common stock under the 1996 Plan. The 1996 Plan currently is
administered by UTIs Compensation Committee. There are
currently only 92,300 shares of common stock available for
grant under the 1996 Plan.

1997 Long-Term Incentive Plan. In August 1997, UTIs
stockholders approved UTIs 1997 Long-Term Incentive Plan
(the 1997 Plan). Under the 1997 Plan, UTI
may grant stock options, stock appreciation rights issued
independent or in tandem with such options (SAR),
restricted stock awards and performance awards to certain
employees of UTI and its subsidiaries. In August of 1998, certain
 of the options were repriced to the fair market value on the
date of repricing. In June 1999, UTIs stockholders
increased the number of shares of common stock authorized for
issuance under the 1997 Plan from 600,000 to 1,500,000. Options
are to be granted at a price not less than the fair market value
of the common stock on the date the option is granted. During
1998 and 1999, UTI awarded options, net of cancellations, to
purchase 687,375 shares of common stock pursuant to the
1997 Plan. The options that have been granted under the
1997 Plan vest over zero to five years. The 1997 Plan
currently is administered by UTIs Compensation Committee.
There are currently 370,250 shares of common stock available
 for grant under the 1997 Plan.

-6-



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The following table sets forth information regarding grants of
stock options to the Named Executive Officers during 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

|                    |  |              |         |              |  |             |       |            |  |                        |        |        |  |  |         |  |  |  |         |  |  |  |           | 
|------------------- |  | ------------ | ------- | ------------ |  | ----------- | ----- | ---------- |  | ---------------------- | ------ | ------ |  |  | ------- |  |  |  | ------- |  |  |  | --------- | 
|                    |  |              |         |              |  |             |       |            |  |                       
|                    |  |              |         |              |  |             |       |            |  | Potential Realizable  
|                    |  |              |         |              |  |             |       |            |  | Value at Assumed      
|                    |  | Number of    |         | % of Total   |  |             |       |            |  | Annual Rates of Stock 
|                    |  | Securities   |         | Options/SARs |  |             |       |            |  | Price Appreciation for
|                    |  | Underlying   |         | Granted to   |  | Exercise or |       |            |  | Option Term           
|                    |  | Options/SARs |         | Employees in |  | Base Price  |       | Expiration |  |                       
|Name                |  | Granted      |         | Fiscal Year  |  | ($/Sh)      |       | Date       |  | 5%($)                  |        | 10%($)
|                    |  |              |         |              |  |             |       |            |  |                        |        |       
|Vaughn E. Drum      |  |              | 85,000  |              |  |             | 13.71 | %          |  |                        | 9.8125 |        |  |  | 4/25/09 |  |  |  | 524,357 |  |  |  | 1,329,281 | 
|Mark S. Siegel      |  |              | 90,000  |              |  |             | 14.52 | %          |  |                        | 9.8125 |        |  |  | 4/25/09 |  |  |  | 555,393 |  |  |  | 1,407,474 | 
|John E. Vollmer III |  |              | 100,000 |              |  |             | 16.13 | %          |  |                        | 9.8125 |        |  |  | 4/25/09 |  |  |  | 617,103 |  |  |  | 1,563,860 | 

The following table sets forth information concerning stock
options exercised in 1999 and stock options unexercised at
December 31, 1999 for the Named Executive Officers:

AGGREGATED OPTION/SAR EXERCISES IN 1999

AND VALUE TABLE AT DECEMBER 31, 1999


|                    |  |          |         |             |  |                           |         |                              |  |  |                 |  |  |  |                       | 
|------------------- |  | -------- | ------- | ----------- |  | ------------------------- | ------- | ---------------------------- |  |  | --------------- |  |  |  | --------------------- | 
|                    |  | Shares   |         |             |  | Number of Unexercised     |         | Value of Unexercised In-the-
|                    |  | Acquired |         |             |  | Options/SARs at           |         | money Options/SARs at       
|                    |  | on       |         | Value       |  | December 31, 1999         |         | December 31, 1999           
|Name                |  | Exercise |         | Realized($) |  | Exercisable/Unexercisable |         | Exercisable/Unexercisable   
|                    |  |          |         |             |  |                           |         |                             
|Vaughn E. Drum      |  |          | 100,000 |             |  |                           | 347,613 |                              |  |  | 184,460/85,000  |  |  |  | $3,543,188/$1,099,688 | 
|Mark S. Siegel      |  |          |        |             |  |                           |        |                              |  |  | 416,667/223,333 |  |  |  | $5,639,308/$2,881,042 | 
|John E. Vollmer III |  |          |        |             |  |                           |        |                              |  |  | 33,333/191,667  |  |  |  | $429,167/$2,473,958   | 



| |                     
| | --------------------
| | Employment Contracts

UTI has an employment agreement with Mr. Drum. The annual
salary currently payable under such agreement is $225,000, which
may be increased by UTIs Board of Directors or the
Compensation Committee. The agreement has an initial term of five
 years continuing through December 2000, and automatically
extends for an additional year upon the completion of the
five-year term unless either party provides notice to the other
of the intention to terminate such contract 120 days prior
to the termination date. In addition, the employment agreement
entitles Mr. Drum to receive four weeks paid vacation per
year and to participate fully in all employee plans and fringe
benefit programs established by UTI after the date of the
contract in which other senior executives of UTI are eligible to
participate.

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In the event of a termination due to Mr. Drums death
or disability, his estate is entitled to receive:



| |   |                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | unused vacation pay                                                                                                                                                                                                           
|
| |  | a pro-rated portion of the bonus (the Pro-rated
	Bonus) which would have been payable to Mr. Drum under
	 the ICP Plan had he been employed at the end of the year in
	which the termination occurred (the Annual 
	Bonus)
|
| |  | separation payment not more than fifty percent of
	Mr. Drums compensation in the most recent calendar
	year (the Separation Payment)                                                                                       
|
| |  | vesting of all of Mr. Drums interests, if any, under
	UTI stock option plans and any other employee plans of UTI
	(Plan Vesting)                                                                                           

In the event Mr. Drum retires in accordance with UTIs
retirement policies, he is entitled to receive:



| |   |                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------
| |  | unused vacation pay                                                                                   
|
| |  | Pro-rated Bonus                                                                                       
|
| |  | Separation Payment                                                                                    
|
| |  | Plan Vesting (but only to the extent provided in UTIs
	employee benefit plans for retiring employees)

If Mr. Drum is terminated by UTI without cause, he is
entitled to receive:



| |   |                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |  | termination pay of one years salary                                                                                        
|
| |  | unused vacation pay                                                                                                         
|
| |  | Separation Payment                                                                                                          
|
| |  | Annual Bonus                                                                                                                
|
| |  | Plan Vesting                                                                                                                
|
| |  | continuation of all employee benefits, without any increase in
	cost to him, for a period of 18 months following termination

In connection with UTIs relocation of its corporate
headquarters from Wayne, Pennsylvania to Houston, Texas, UTI
agreed to provide relocation assistance if and when
Mr. Drums employment with UTI is terminated.

In 1997, the Compensation Committee approved employment
arrangements with Messrs. Siegel and Berns providing for
annual salaries of $100,000 and $50,000 for a period of five
years. Effective February 20, 2000, the annual salaries of
Messrs. Siegel and Berns increased to $125,000 and $90,000,
respectively. In the event of a change in control of UTI,
UTIs obligation to pay such salaries would end and
Messrs. Siegel and Berns would each be entitled to payment
of one years salary and vesting of all options granted in
connection with such employment arrangements. Both
Messrs. Siegel and Berns are entitled to receive bonuses for
 extraordinary services solely within the discretion of the Board
 of Directors and Compensation Committee.

-8-



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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to November 1997, grants of stock options to UTIs
executive officers and Messrs. Siegel and Berns as well as
salary levels of UTIs executive officers were approved by
the full Board of Directors. In November 1997, the Board of
Directors delegated these responsibilities to the Compensation
Committee, which is comprised of Messrs. Hunt and Spears.
Although the full Board of Directors authorized the repricing of
options during 1998 (with Messrs. Siegel, Drum and Berns
abstaining), it is intended that the Compensation Committee will
determine compensation awarded to UTIs executive officers,
as well as Messrs. Siegel and Berns, in the future.
Item 13 sets forth certain transactions between members of
the Board of Directors and UTI.



|         |                                                               
|-------- | --------------------------------------------------------------
|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 31, 2000, the
stock ownership of UTIs Named Executive Officers and
directors individually, all directors and executive officers as a
 group and each person known by UTI to be the beneficial owner of
 more than 5% of UTIs common stock.

|                                        |                                                                                                        |                      |  |           |     |  |  |       | 
|--------------------------------------- | ------------------------------------------------------------------------------------------------------ | -------------------- |  | --------- | --- |  |  | ----- | 
|Name of                                 |                                                                                                        | Amount and Nature of |  | Percent  
|Beneficial Owner                        |                                                                                                        | Beneficial Ownership |  | of Class 
|                                        |                                                                                                        |                      |  |          
|Other Beneficial Owners:                |                                                                                                        |                      |  |           |     |  |  |      
|                                       
|                                        | REMY Capital Partners III, L.P.
	1801 Century Park East, Suite 1111
	Los Angeles, CA 90067             |                      |  | 3,514,762 | (1) |  |  | 19.0% | 
|                                       
|                                        | REMY Investors & Consultants,
	Incorporated
	1801 Century Park East, Suite 1111
	Los Angeles, CA 90067 |                      |  | 3,580,762 | (1) |  |  | 19.3% | 
|                                       
|                                       
|                                       
|                                       
|                                       
|Directors and Named Executive Officers: |                                                                                                        |                      |  |           |     |  |  |      
|                                       
|                                        | Mark S. Siegel                                                                                         |                      |  | 4,037,762 | (1) |  |  | 21.2% | 
|                                       
|                                        | Vaughn E. Drum                                                                                         |                      |  | 287,316   | (2) |  |  | 1.5%  | 
|                                       
|                                        | Kenneth N. Berns                                                                                       |                      |  | 95,333    | (3) |  |  | *     | 
|                                       
|                                        | Curtis W. Huff                                                                                         |                      |  | 11,250    | (4) |  |  | *     | 
|                                       
|                                        | Terry H. Hunt                                                                                          |                      |  | 14,250    | (4) |  |  | *     | 
|                                       
|                                        | Nadine C. Smith                                                                                        |                      |  | 13,250    | (4) |  |  | *     | 
|                                       
|                                        | Robert B. Spears                                                                                       |                      |  | 13,350    | (4) |  |  | *     | 
|                                       
|                                        | John E. Vollmer III                                                                                    |                      |  | 65,416    | (2) |  |  | *     | 

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|                                                                |  |                      |           |          |  |  |       | 
|--------------------------------------------------------------- |  | -------------------- | --------- | -------- |  |  | ----- | 
|Name of                                                         |  | Amount and Nature of |           | Percent 
|Beneficial Owner                                                |  | Beneficial Ownership |           | of Class
|                                                                |  |                      |           |         
|(All directors and executive officers as a group 
	9  persons) |  |                      | 4,541,177 | (5)      |  |  | 23.6% | 



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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*  | indicates less than 1.0%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|1. | The common stock beneficially owned by Remy Investors, which is
	the general partner of Remy, includes the 3,514,762 shares
	of common stock owned by Remy as well as presently exercisable
	options held by Remy Investors to purchase 66,000 shares of
	common stock. The common stock beneficially owned by
	Mr. Siegel, who is the President and sole stockholder of
	Remy Investors, includes the 3,580,762 shares of common
	stock and warrants beneficially owned by Remy Investors as well
	as presently exercisable options held by Mr. Siegel to
	purchase 457,000 shares of common stock, but does not
	include 183,000 shares underlying stock options held by
	Mr. Siegel, which options are not presently exercisable
	within sixty days.
|  
|2. | Includes shares underlying presently exercisable stock options
	held by Mr. Drum to purchase 60,916 shares and
	presently exercisable stock options held by Mr. Vollmer to
	purchase 65,416  shares. Does not include shares underlying
	stock options held by Mr. Drum to purchase
	66,584 shares and stock options held by Mr. Vollmer to
	purchase 159,584 shares that are not presently exercisable
	and will not become exercisable within sixty days.                                                                                                                                                                                                                                                                                            
|  
|3. | Represents presently exercisable warrants and options owned by
	Mr. Berns to purchase 95,333 shares. Does not include
	61,667 shares underlying options that are not presently
	exercisable within 60 days and does not include shares of
	common stock or warrants beneficially owned by Remy Investors by
	whom Mr. Berns is employed. Mr. Berns disclaims
	beneficial ownership of such shares and warrants beneficially
	owned by Remy Investors.                                                                                                                                                                                                                                                                                                  
|  
|4. | Includes presently exercisable options owned by
	Messrs. Huff, Hunt and Spears and Ms. Smith to purchase
	 11,250 shares. Does not include 3,750 shares
	underlying stock options held by Messrs. Huff, Hunt and
	Spears and Ms. Smith that are not presently exercisable and
	will not become exercisable within sixty days.                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|5. | Includes presently exercisable options to purchase
	792,915 shares of common stock. Does not include options to
	purchase 497,585  shares owned by such individuals that are
	not exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Except as stated herein, UTI is not aware of any arrangements
which may result in a change in control of UTI and each
stockholder has sole voting and investment power with respect to
UTIs common stock included in the above table.

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|         |                                               
|-------- | ----------------------------------------------
|ITEM 13. | Certain Relationships and Related Transactions

In connection with Remy Capital
Partners III, L.P.s (Remy)
acquisition of its ownership interest in UTI in March 1995, Remy
succeeded to a registration rights agreement with UTI which
provides Remy with the right to require UTI to use its best
efforts to register shares held by Remy under the Securities Act.
 In the event that such rights are exercised in connection with a
 primary offering proposed by UTI (or a secondary offering with
which UTI agrees to participate), Remy would bear its pro rata
share of the costs of the offering, other than legal, accounting
and printing costs which UTI shall bear. In the event that Remy
elected to exercise such rights otherwise than in connection with
 an offering proposed by UTI, Remy will bear all costs of the
offering. These rights continue so long as Remy continues to own
the common stock that it acquired. The right to a demand
registration may be exercised three times.

Mr. Mark S. Siegel, Chairman of UTI, is President and
sole stockholder of Remy Investors, which is the general partner
of Remy. Kenneth N. Berns, a director and employee of UTI,
is an employee of Remy Investors.

-11-



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, who has been duly authorized.

|                      |  |                                                                                   
|--------------------- |  | ----------------------------------------------------------------------------------
|                      |  | UTI ENERGY CORP.                                                                  
|                     
|Dated: April 28, 2000 |  | By: /s/ JOHN E. VOLLMER III                                                       
|                      |  |                                                                                   
|                      |  | John E. Vollmer III
	Senior Vice President, Treasurer
	and Chief Financial Officer

-12-