<PAGE> 1
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549

                                 FORM 10-K

  (X)        ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                              (Fee Required)

              For the fiscal year ended March 31, 2000
                                    or

  ( )        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                      Commission File Number 0-12757

                         TMBR/SHARP DRILLING, INC.
          (Exact name of registrant as specified in its charter)

                TEXAS                                  75-1835108
      (State of Incorporation)           (I.R.S. Employer Identification No.)

               4607 WEST INDUSTRIAL BLVD., MIDLAND, TEXAS   79703
               (Address of principal executive offices)   (Zip Code)

         Registrant's telephone number (area code) (915) 699-5050

     Securities registered pursuant to Section 12(b) of the Act:  None

        Securities registered pursuant to Section 12(g) of the Act:

                       Common Stock, $.10 Par Value
                             (Title of Class)

     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 the
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. (X)

     The aggregate market value of voting stock held by nonaffiliates of the
registrant at June 13, 2000 was approximately $43,655,273.

     At June 13, 2000, there were 4,958,386 shares of the Registrant's Common
Stock outstanding.

     The information required by Items 11, 12 and 13 of Part III of this Form
10-K are incorporated by reference from the registrant's Proxy Statement to
be filed pursuant to Regulation 14A with respect to the registrant's Annual
Meeting to be held in August, 2000.
<PAGE> 2
                         TMBR/SHARP DRILLING, INC.

                                 FORM 10-K

                             TABLE OF CONTENTS



Part I                                                                 Page

     Item  1.  Business. . . . . . . . . . . . . . . . . . . . . . . .    3
     Item  2.  Properties. . . . . . . . . . . . . . . . . . . . . .     16
     Item  3.  Legal Proceedings . . . . . . . . . . . . . . . . . .     17
     Item  4.  Submission of Matters to a Vote of
                 Security Holders. . . . . . . . . . . . . . . . . .     18

Part II

     Item  5.  Market for Registrant's Common Equity
                 and Related Stockholder Matters . . . . . . . . . .     18
     Item  6.  Selected Financial Data . . . . . . . . . . . . . . . .   20
     Item  7.  Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations . . . . . . . . . . . . . . . . . . . .   21
     Item  7A. Quantitative and Qualitative Disclosure
                 About Market Risk . . . . . . . . . . . . . . . . . .   28
     Item  8.  Financial Statements and Supplementary Data . . . . . .   28
     Item  9.  Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure. . . . . . . .   54

Part III

     Item 10.  Directors and Executive Officers
                 of the Registrant . . . . . . . . . . . . . . . . . .   54
     Item 11.  Executive Compensation. . . . . . . . . . . . . . . . .   55
     Item 12.  Security Ownership of Certain Beneficial
                 Owners and Management . . . . . . . . . . . . . . . .   55
     Item 13.  Certain Relationships and Related Transactions. . . . .   55

Part IV and signatures

     Item 14.  Exhibits, Financial Statement Schedules
                 and Reports on Form 8-K . . . . . . . . . . . . . . .   56
     Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . .   60






                                       -2-








<PAGE> 3
                                  PART I


Item 1.  BUSINESS

General

     TMBR/Sharp Drilling, Inc. (the "Company") was incorporated under the
laws of Texas in October, 1982 under the name TMBR Drilling, Inc.  In August,
1986, the Company changed its name to TMBR/Sharp Drilling, Inc.

     The principal executive offices of the Company are located at 4607 West
Industrial Blvd., Midland, Texas, 79703 and its telephone number is (915)
699-5050.

     The Company is engaged in two lines of business, which include the
domestic onshore contract drilling  of oil and gas wells, and the
acquisition, exploration for, development, production and sale of oil and
natural gas.

     The Company provides domestic onshore contract drilling services to
major and independent oil and gas companies.  The Company focuses its
operations in the Permian Basin of west Texas and eastern New Mexico.  In
addition to its drilling rigs, the Company provides the crews and most of the
ancillary equipment used in the operation of its drilling rigs.  Rig
utilization for the fiscal year ended March 31, 2000 was approximately 35%
compared to 27% for the year ended March 31, 1999.

     The Company owns 18 drilling rigs.  At June 13, 2000, 2 rigs were
operating on behalf of the Company for its own account, 11 were operating for
non-affiliated oil producers, and 5 were "stacked" (non-operating).  All of
the Company's rigs are operational and actively marketed in the Permian Basin
of west Texas and eastern New Mexico.  The Company markets its contract
drilling services to both major oil companies and independent oil producers.
The depth capabilities of the Company's rigs range from 8,500 feet to 30,000
feet.

     An onshore drilling rig consists of engines, drawworks, mast, pumps to
circulate drilling fluids, blowout preventers, the drillstring and related
equipment.  The size and type of rig utilized for each drilling project
depends upon the location of the well, the well depth and equipment
requirements specified in the drilling contract, among other factors.

     The Company believes it has established a reputation for reliability,
high quality equipment and well-trained crews.  The Company continually seeks
to modify and upgrade its equipment to maximize the performance and
capabilities of its drilling rig fleet, which the Company believes provides
it with a competitive advantage.  The Company has the capability to design,
repair and modify its drilling rig fleet from its principal support and
storage facilities in Midland, Texas, and an additional storage yard in
Odessa, Texas.



                                       -3-




<PAGE> 4
     The Company's oil and gas exploration and production operations
complement its onshore drilling operations.  These activities are focused in
the mature producing regions in the Permian Basin of west Texas and eastern
New Mexico.  Oil and gas operations comprised approximately 17% of the
Company's revenues for the fiscal year ended March 31, 2000.  The Company's
proved reserves, of which approximately 1,025 MBOE (million barrels of oil
equivalent) were proved developed producing and approximately 71 MBOE were
proved developed non-producing, had a present value of future net revenues of
approximately $10.5 million at March 31, 2000.  At that same date, the
Company owned interests in approximately 27,459 gross (3,977 net) acres of
developed oil and gas properties, and approximately 7,147 gross (1,749 net)
acres of undeveloped properties.

     The contract drilling industry is highly sensitive to oil and gas
industry conditions.  Many oil and gas exploration companies have
significantly reduced their drilling budgets due to the low oil and gas
prices.  As a result, the Company encounters substantial competition from
other drilling contractors.  In recent years, competition within the drilling
industry has been intense due to depressed demand for contract drilling
services.  Industry conditions began to improve during the second quarter of
fiscal 2000 and have continued to the present, primarily because of higher
oil prices.

     The Company's profitability and cash flows are highly dependent on the
prices of oil and natural gas.  Low oil and natural gas prices have a
material adverse effect on the Company's cash flows and profitability.  If
prices remained depressed for a sustained period of time, a material adverse
effect on the Company's future operations and financial condition would be
expected.

     The Company has no material patents, licenses, franchises, or
concessions which it considers significant to its operations.

     The nature of the Company's business is such that it does not maintain
or require a "backlog" of products, customer orders, or inventory.

     The Company's operations are not subject to renegotiation of profits or
termination of contracts at the election of the federal government.

     The Company has not been a party to any bankruptcy, receivership,
reorganization, adjustment, or similar proceeding.

     Generally, the Company's business activities are not seasonal in nature.
However, weather conditions can hinder drilling activities.







                                       -4-







<PAGE> 5
CONTRACT DRILLING OPERATIONS

Drilling Rigs

     The following table sets forth the type and depth capabilities of the
Company's 18 onshore drilling rigs.

     Rig No.        Depth Capacity      Type
     -------        --------------      ----
        2                  8,500        Weiss W-45
        3                  8,500        Weiss W-45
        4                  8,500        Unit 15
        6*                12,500        National 75A
        7                 10,000        Unit 15
       10*                12,500        National 75A
       12*                11,500        National 50A
       14*                12,500        BDW 650
       17*                 9,500        Unit 15
       22*                13,500        Brewster N-75
       23*                13,500        National 75A
       24                 13,500        Gardner Denver 700
       27*                13,500        Gardner Denver 700
       28*                16,000        Gardner Denver 800
       29*                16,000        Gardner Denver 800
       30*                16,000        Gardner Denver 800
       55*                30,000        Gardner Denver DW-2100
       56*                20,000        National 110-M
     ----------------
     *In active operation at June 13, 2000.

     Major overhauls, repairs and general maintenance for the drilling rigs
are primarily conducted at the Company's principal support and storage
facilities in Midland, Texas.  The Company emphasizes the maintenance and
periodic improvement of its drilling equipment and believes that its rigs are
generally in good condition.  See "Item 2. Properties".

Drilling Contracts

     The Company's drilling contracts are usually obtained through
competitive bidding or as a result of direct negotiations with customers.
Drilling contracts typically obligate the Company to pay all expenses
associated with drilling an oil or gas well, including wages of drilling
personnel, maintenance expenses and incidental purchases of rig supplies and
equipment.  The majority of the Company's contracts are "daywork" contracts
with the remainder being "footage" or "turnkey" contracts.  Under a footage
contract, the Company charges an agreed price per foot of hole drilled,
whereas a day-work contract permits the Company to charge a per diem fixed
rate for each day the rig is in operation.  A turnkey contract specifies a
total price for drilling a well plus providing other services, materials or
equipment which are typically the responsibility of the operator under
footage or daywork contracts.  Prices for all contracts vary depending on the
location, depth, duration, complexity of the well to be drilled, operating
conditions and other factors peculiar to each proposed well.  Under footage
and turnkey contracts, the Company manages the drilling operation and the
type of equipment to be used, subject to certain customer specifications.
The Company also bears the risk and expense of mechanical malfunctions,

                                       -5-

<PAGE> 6
equipment shortages, and other delays arising from problems caused in
drilling a well.  Daywork contracts permit the operator of the well to manage
drilling operations and to specify the type of equipment to be used.  Under
daywork contracts, the Company generally bears none of the risk due to time
delays caused by unforeseeable circumstances such as stuck or broken drill
pipe or blowouts.  Of the 13 rigs working at June 13, 2000, 12 were subject
to daywork contracts and 1 was subject to a footage contract.

     The Company's operations are subject to many hazards, including well
blowouts and fires that could cause personal injury, suspension of drilling
operations, damage to or destruction of equipment and damage to producing
formations and surrounding areas.  The Company believes it is adequately
insured for public liability and damage to the property of others resulting
from its operations.

Rig Utilization

     The Company's contract drilling revenues depend upon the utilization of
its drilling rigs and the contract rates received for its drilling
operations.  These two factors are affected by a number of variables,
including competitive conditions in the drilling industry and the level of
exploration and development activity conducted by oil and gas producers at
any given time.  The level of domestic drilling activity has historically
fluctuated and cannot be accurately predicted because of numerous factors
affecting the petroleum industry, including oil and gas prices and the degree
of government regulation of the industry.  Contract drilling revenues and rig
utilization rates for the past five years are set forth below.

                      Contract Drilling
       Year Ended         Revenues          Number of      Percent of
        March 31,      (in thousands)       Rigs Owned     Utilization
       ----------     -----------------     ----------     -----------
          1996            $ 21,298              15            45.1%
          1997              18,483              15            51.6%
          1998              34,891              17(a)         78.2%
          1999              12,948              17            26.6%
          2000              15,394              18(b)         35.0%
____________________
               (a)  Of the total number of rigs owned, one was owned only for
                    a portion of the fiscal year ended March 31, 1998.
               (b)  Of the total number of rigs owned, one was owned only for
                    a portion of the fiscal year ended March 31, 2000.

Customers

     During the fiscal year ended March 31, 2000, the Company drilled a total
of 78 wells for approximately 17 customers.  The following table sets forth
certain information with respect to customers for the Company's contract
drilling services that accounted for more than 10% of the Company's total
revenues during the last fiscal year.

                                           Percent of      Number of Wells
Name of Customer                         Total Revenues        Drilled

Spirit Energy 76                               17%                 20
Titan Resources I, Inc.                        13%                 12

                                       -6-

<PAGE> 7
     The loss of any one or more of the above customers could have a material
adverse effect on the Company, depending upon the demand for the Company's
drilling rigs at the time of such loss and the Company's ability to attract
new customers.

Competition

     The Company encounters substantial competition from other drilling
contractors in its contract drilling operations.  The Company's principal
market areas of west Texas and eastern New Mexico are highly fragmented and
competitive.  Companies compete primarily on the basis of contract rates,
suitability and availability of equipment and crews, experience of drilling
in certain areas, and reputation.  The Company believes it competes favorably
with respect to all of these factors.  Competition is primarily on a well-by-
well basis and may vary significantly at any particular time.  Drilling rigs
can be stacked or moved from one region to another in response to perceived
long-term changes in levels of activity.  In recent years, competition within
the industry has been intense due to the depressed demand resulting from
lower oil and gas prices and excess deliverability of natural gas.

Employees

     At June 13, 2000, the Company had 46 salaried employees and
approximately 247 hourly paid employees.  Employees of the Company are not
covered by any collective bargaining agreements and the Company has never
experienced a strike or work stoppage.  The Company considers its employee
relations to be satisfactory.

REGULATION

Oil and Gas

     The Company's operations are regulated by certain federal and state
agencies.  In particular, oil and gas production and related operations are
or have been subject to price controls, taxes and other laws relating to the
oil and gas industry.  The Company cannot predict how existing laws and
regulations may be interpreted by enforcement agencies or court rulings,
whether additional laws and regulations will be adopted, or the effect such
changes may have on its business, financial condition or results of
operations.

     The Company's oil and gas exploration, production and related operations
are subject to extensive rules and regulations promulgated by federal, state
and local agencies.  Failure to comply with such rules and regulations can
result in substantial penalties.  The regulatory burden on the oil and gas
industry increases the Company's cost of doing business and affects its
profitability.  Because such rules and regulations are frequently amended or
reinterpreted, the Company is unable to predict the future cost or impact of
complying with such laws.




                                       -7-





<PAGE> 8
     The State of Texas and many other states require permits for drilling
operations, drilling bonds and reports concerning operations and impose other
requirements relating to the exploration and production of oil and gas.  Such
states also have statutes or regulations addressing conservation matters,
including provisions for the unitization or pooling of oil and gas
properties, the establishment of maximum rates of production from oil and gas
wells and the regulation of spacing, plugging and abandonment of such wells.

     Sales of gas by the Company are not regulated and are made at market
prices.  However, the Federal Energy Regulatory Commission ("FERC") regulates
interstate and certain intrastate gas transportation rates and service
conditions, which affect the marketing of gas produced by the Company, as
well as the revenues received by the Company for sales of such production.
Since the mid-1980s, FERC has issued a series of orders, culminating in Order
Nos. 636,636-A and 636-B ("Order 636"), that have significantly altered the
marketing and transportation of gas.  Order 636 mandates a fundamental
restructuring of interstate pipeline sales and transportation service,
including the unbundling by interstate pipelines of the sales,
transportation, storage and other components of the city-gate sales services
such pipelines previously performed.  One of FERC's purposes in issuing the
orders was to increase competition within all phases of the gas industry.
Order 636 and subsequent FERC orders issued in individual pipeline
restructuring proceedings have been the subject of appeals, the results of
which have generally been supportive of the FERC's open-access policy.  In
1996, the United States Court of Appeals for the District of Columbia Circuit
largely upheld Order No. 636, et seq.  Because further review of certain of
these orders is still possible, and other appeals remain pending, it is
difficult to predict the ultimate impact of the orders on the Company and its
gas marketing efforts.  Generally, Order 636 has eliminated or substantially
reduced the interstate pipelines' traditional role as wholesalers of gas, and
has substantially increased competition and volatility in gas markets.  While
significant regulatory uncertainty remains, Order 636 may ultimately enhance
the Company's ability to market and transport its gas, although it may also
subject the Company to greater competition.

     The sale of oil by the Company is not regulated and is made at market
prices.  The price the Company receives from the sale of oil is affected by
the cost of transporting the product to market.  Effective as of January 1,
1995, FERC implemented regulations establishing an indexing system for
transportation rates for interstate common carrier oil pipelines, which,
generally, would index such rates to inflation, subject to certain conditions
and limitations.  These regulations could increase the cost of transporting
oil by interstate pipelines, although the most recent adjustment generally
decreased rates.  These regulations have generally been approved on judicial
review.  The Company is not able to predict with certainty what effect, if
any, these regulations will have on it, but, other factors being equal, the
regulations may, over time, tend to increase transportation costs or reduce
wellhead prices for oil.

     The Company is required to comply with various federal and state
regulations regarding plugging and abandonment of oil and gas wells.


                                       -8-





<PAGE> 9
Environmental

     Various federal, state and local laws and regulations governing the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, health and safety, affect the Company's
operations and costs.  These laws and regulations sometimes require
governmental authorization before certain activities, limit or prohibit other
activities because of protected areas or species, impose substantial
liabilities for pollution related to Company operations or properties, and
provide penalties for noncompliance.  In particular, the Company's
exploration and production operations, its activities in connection with
storage and transportation of oil and other liquid hydrocarbons, and its use
of facilities for treating, processing or otherwise handling hydrocarbons and
related exploration and production wastes are subject to stringent
environmental regulation.  As with the industry generally, compliance with
existing and anticipated regulations increases the Company's overall cost of
business.  While these regulations affect the Company's capital expenditures
and earnings, the Company believes that such regulations do not affect its
competitive position in the industry because its competitors are similarly
affected by environmental regulatory programs.  Environmental regulations
have historically been subject to frequent change and, therefore, the Company
is unable to predict the future costs or other future impacts of
environmental regulations on its future operations.  A discharge of
hydrocarbons or hazardous substances into the environment could subject the
Company to substantial expense, including the cost to comply with applicable
regulations that require a response to the discharge, such as containment or
cleanup, claims by neighboring landowners or other third parties for personal
injury, property damage or their response costs and penalties assessed, or
other claims sought by regulatory agencies for response cost or for natural
resource damages.

     The following are examples of some environmental laws that potentially
impact the Company and its operations.

     Water.  The Oil Pollution Act ("OPA") was enacted in 1990 and amends
provisions of the Federal Water Pollution Control Act of 1972 ("FWPCA") and
other statutes as they pertain to prevention of and response to major oil
spills.  The OPA subjects owners of facilities to strict, joint and
potentially unlimited liability for removal costs and certain other
consequences of an oil spill, where such spill is into navigable waters, or
along shorelines.  In the event of an oil spill into such waters, substantial
liabilities could be imposed upon the Company.  States in which the Company
operates have also enacted similar laws.  Regulations are currently being
developed under the OPA and similar state laws that may also impose
additional regulatory burdens on the Company.

     The FWPCA imposes restrictions and strict controls regarding the
discharge of produced waters, other oil and gas wastes, any form of
pollutant, and, in some instances, storm water runoff, into waters of the
United States.  The FWPCA provides for civil, criminal and administrative
penalties for any unauthorized discharges and, along with the OPA, imposes




                                       -9-



<PAGE> 10
substantial potential liability for the costs of the removal, remediation or
damages resulting from an unauthorized discharge.  State laws for the control
of water pollution also provide for civil, criminal and administrative
penalties and liabilities in the case of an unauthorized discharge into state
waters.  The cost of compliance with the OPA and the FWPCA have not
historically been material to the Company's operations, but there can be no
assurance that changes in federal, state or local water pollution control
programs will not materially adversely effect the Company in the future.
Although no assurances can be given, the Company believes that compliance
with existing permits and compliance with foreseeable new permit requirements
will not have a material adverse effect on the Company's financial condition
or results of operations.

     Air Emissions.  Amendments to the Federal Clean Air Act enacted in late
1990 (the "1990 CAA Amendments") require or will require most industrial
operations in the United States to incur capital expenditures in order to
meet air emissions control standards developed by the Environmental
Protection Agency ("EPA") and state environmental agencies.  Although no
assurances can be given, the Company believes implementation of the 1990 CAA
Amendments will not have a material adverse effect on the Company's financial
condition or results of operations.

     Solid Waste.  The Company generates non-hazardous solid wastes that are
subject to the requirements of the Federal Resource Conservation and Recovery
Act ("RCRA") and comparable state statutes.  The EPA and the states in which
the Company operates are considering the adoption of stricter disposal
standards for the type of non-hazardous wastes generated by the Company.
RCRA also governs the generation, management, and disposal of hazardous
wastes.  At present, the Company is not required to comply with a substantial
portion of the RCRA requirements because the Company's operations generate
minimal quantities of hazardous wastes.  However, it is anticipated that
additional wastes, which could include wastes currently generated during
operations, could in the future be designated as "hazardous wastes".
Hazardous wastes are subject to more rigorous and costly disposal and
management requirements than are non-hazardous wastes.  Such changes in the
regulations may result in additional capital expenditures or operating
expenses by the Company.

     Superfund.  The Comprehensive Environmental Response, Compensation, and
Liability Act ("CERCLA"), also known as "Superfund", imposes liability,
without regard to fault or the legality of the original act, on certain
classes of persons in connection with the release of a "hazardous substance"
into the environment.  These persons include the current owner or operator of
any site where a release historically occurred and companies that disposed or
arranged for the disposal of the hazardous substances at the site.  CERCLA
also authorizes the EPA and, in some instances, third parties to act in
response to threats to the public health or the environment and to seek to
recover from the responsible classes of persons the costs they incur.  In the
course of its ordinary operations, the Company may have managed substances
that may fall within CERCLA's definition of a "hazardous substance".  The
Company may be jointly and severally liable under CERCLA for all or part of


                                       -10-





<PAGE> 11
the costs required to clean up sites where the Company disposed of or
arranged for the disposal of these substances.  This potential liability
extends to properties that the Company owned or operated, as well as to
properties owned and operated by others at which disposal of the Company's
hazardous substances occurred.

     The Company may also fall into the category of a "current owner or
operator".  The Company currently owns or leases numerous properties that for
many years have been used for the exploration and production of oil and gas.
Although the Company believes it has utilized operating and disposal
practices that were standard in the industry at the time, hydrocarbons or
other wastes may have been disposed of or released by the Company on or under
the properties owned or leased by the Company.  In addition, many of these
properties have been previously owned or operated by third parties who may
have disposed of or released hydrocarbons or other wastes at these
properties.  Under CERCLA, and analogous state laws, the Company could be
subject to certain liabilities and obligations, such as being required to
remove or remediate previously disposed wastes (including wastes disposed of
or released by prior owners or operators), to clean up contaminated property
(including contaminated groundwater) or to perform remedial plugging
operations to prevent future contamination.


OIL AND GAS OPERATIONS

     The Company's oil and gas operations involve the acquisition,
exploration for, development and production of oil and natural gas.  During
the fiscal year ended March 31, 2000, the Company's exploration efforts were
conducted in west Texas and eastern New Mexico.

     The Company is actively investing in oil and gas properties for the
purpose of exploration, development and production of oil and gas.  The
Company acquires or participates in these arrangements as a working interest
owner and usually provides the contract drilling services for such ventures.

     Exploration for oil and natural gas requires substantial expenditures,
especially for exploration in more remote areas.  As is customary in the oil
and gas industry, the drilling of oil and gas wells is usually accomplished
through participation with other third parties.  One of the parties
experienced with operations in the area is usually designated as the operator
of the property and is responsible for the direct supervision, administration
and accounting for wells drilled and completed pursuant to an operating
agreement between the parties.  The Company typically serves as operator of
oil and gas prospects assembled by the Company and participates as a non-
operating working interest owner in prospects assembled and generated by
third parties.  As operator, the Company supervises the drilling and
completion of wells and production therefrom and the further development of
surrounding properties.  The operator of a well has significant control over
its location and the timing of its drilling.  In addition, the operator of a
well receives fees from other working interest owners as reimbursement for
the general and administrative expenses attendant to the operation of the




                                       -11-



<PAGE> 12
wells.  The operator will normally receive revenues and pay expenses equal to
more than its ownership interest in the wells, and then must remit or collect
all but its share to or from the other respective participants in the well.
At June 13, 2000 the Company was operator of 31 wells.

Oil and Gas Reserves

     Information concerning the Company's estimated proved oil and gas
reserves is included in Note (10) to the Company's financial statements.  See
"Item 8 - Financial Statements and Supplementary Data".

     The reserve information included in this report is only an estimate.
There are numerous uncertainties inherent in estimating oil and gas reserves
and their estimated values, including many factors beyond the control of the
Company.  Reserve engineering is a subjective process of estimating
underground accumulations of oil and natural gas that cannot be measured in
an exact manner, and the accuracy of any reserve estimate is a function of
the quality of available data and of engineering and geological
interpretation and judgment.  As a result, estimates of different engineers
often vary.  In addition, estimates of reserves are subject to revision due
to the results of drilling, testing and production subsequent to the date of
such estimates.  Accordingly, reserve estimates are often different from the
quantities of oil and gas that are ultimately recovered.  The accuracy of
such estimates is highly dependent upon the accuracy of the underlying
assumptions upon which they are based.

     In general, the volume of production from oil and gas properties
declines as reserves are depleted.  Except to the extent the Company acquires
properties containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves of, and volumes of
production by, the Company will decline as reserves are produced.  The
Company's future oil and gas production is therefore highly dependent upon
its level of success in acquiring or finding additional reserves.

     The Company has no reserves outside the United States.

     No major discovery or other favorable or adverse event has occurred
since March 31, 2000 which is believed to have caused a significant change in
the estimated proved oil and gas reserves of the Company.

     The Company's oil and gas reserves and production are not subject to any
long-term supply or similar agreements with foreign governments or
authorities.

     The Company's estimate of reserves has not been filed with or included
in reports to any federal agency other than the Securities and Exchange
Commission.





                                       -12-






<PAGE> 13
Productive Wells and Acreage

     The following tables set forth the gross and net productive oil and gas
wells and developed and undeveloped acreage in which the Company owned a
working interest as of March 31, 2000.  Excluded from the table is acreage in
which the Company's interest is limited to royalty or similar interests.


                                                 Productive Wells
                                        ----------------------------------
                                           Gross                  Net
                                        -----------           ------------
                                        Oil     Gas           Oil      Gas
                                        ---     ---           ---      ---
Texas................................... 80      14         12.586    2.675
New Mexico.............................. 14       5          3.521     .814
Oklahoma...............................   1       3           .029     .090
                                        ---     ---         ------    -----
          Total......................... 95      22         16.136    3.579
                                        ===     ===         ======    =====


                                                   Acreage
                                   ---------------------------------------
                                      Developed             Undeveloped
                                   ---------------       -----------------
                                   Gross       Net       Gross         Net
                                   -----       ---       -----         ---
Texas............................ 21,248      3,220      6,080          736
New Mexico.......................  3,651        681      1,067        1,013
Oklahoma.........................  2,560         76         --           --
                                  ------      -----      -----        -----
          Total.................. 27,459      3,977      7,147        1,749
                                  ======      =====      =====        =====

     Generally, the terms of developed oil and gas leaseholds are continuing
and such leases remain in force by virtue of, and so long as, production from
lands under lease is maintained.  Undeveloped oil and gas leaseholds are
generally for a primary term, such as five or ten years, subject to
maintenance with the payment of specified minimum delay rentals or extension
by production.

     In addition to the Company's developed and undeveloped acreage shown
above, on September 5, 1995, the Company entered into a 10 year License
Agreement with the Government of the Republic of Palau and the State of
Kayangel which will allow the Company to explore for oil and natural gas
offshore.  The license covers approximately 1.1 million acres within the
waters of Palau.  Pursuant to the amended license agreement, the Company is
required to drill two wells by March, 2002.  The Company is currently in
pursuit of a partner or buyer for its interest.  Any exploration activities
in the license area will be conducted jointly with other third parties under
a carried interest, farmout or other similar arrangements which would allow
the Company to retain an ownership interest without incurring the initial
costs of exploration.


                                       -13-


<PAGE>14
Drilling Activity

     The following table sets forth certain information concerning the number
of gross and net exploratory and development wells drilled for the Company's
account during the periods indicated.


                                     Year Ended March 31,
                    ------------------------------------------------------
                          2000                1999                1998
                    --------------      --------------      --------------
Type of Well        Gross      Net      Gross      Net      Gross      Net
------------        -----      ---      -----      ---      -----      ---
Exploratory (1)
     Oil              6       1.680       3       1.714       3        .913
     Gas              4        .590       3        .781      --         --
     Dry              3        .500       3       1.108       6        .956

Development (2)
     Oil              2        .160      --         --        9       1.592
     Gas             --         --        2        .266      --         --
     Dry              1        .10        1        .150       3        .355

--------------------------
     (1)  An exploratory well is a well drilled to find and produce oil or gas
     in an unproved area, to find a new reservoir in a field previously found
     to be productive of oil or gas in another reservoir, or to extend a known
     reservoir.

     (2)  A development well is a well drilled within the proved area of an
     oil or gas reservoir to the depth of a stratigraphic horizon known to be
     productive.

     At June 13, 2000, the Company was participating in the drilling of 1
gross  (.05 net) development  well in Pecos County, Texas and 1 gross (52.50
net) development well in Lea County, New Mexico.

     Substantially all of the equipment used in the Company's drilling
operations is owned by the Company; however, certain insignificant items of
drilling equipment are leased or rented as needed because such equipment
either cannot be purchased or is only necessary for the drilling of certain
types of wells located in certain areas.










                                       -14-






<PAGE> 15
     Production, Prices and Costs.  The following table sets forth certain
information regarding the volumes of the Company's net production of oil and
gas, the average sales prices received associated with its sales of oil and
gas, and the average production (lifting) cost per equivalent barrel of oil
("EBO").

                                            Year Ended March 31,
                                    ----------------------------------
                                    2000           1999           1998
                                    ----           ----           ----
Net Production
     Oil (Bbls)                    78,217         68,135         72,880
     Gas (Mcf)                    611,901        568,627        439,711
     EBO (1)                      180,201        162,906        146,165

Sales Prices
     Oil ($/Bbl)                   $21.12         $10.84         $18.24
     Gas ($/Mcf)                     2.48           1.29           1.80
     EBO                            17.58           9.06          14.55

Production (Lifting) Costs
     per EBO                         5.13           4.93           6.46

--------------------
     (1)  An EBO is one equivalent barrel of oil using the ratio of six Mcf
of gas to one barrel of oil.


Title to Properties

     As is customary in the oil and gas industry, a preliminary title
examination is conducted at the time oil or gas properties believed to be
suitable for drilling are acquired by the operator.  Prior to the
commencement of operations, curative work determined to be appropriate as a
result of a title search is performed with respect to significant defects
before the operator commences development.  Title examinations have been
performed with respect to substantially all of the Company's interests in its
producing properties.  The Company believes that title to its properties is
good and defensible in accordance with standards generally acceptable in the
oil and gas industry, subject to such exceptions which, in the Company's
opinion, are not so material as to detract substantially from the value of
such properties.  The Company's properties are subject to royalty, overriding
royalty, and other outstanding interests customary in the industry, and are
also subject to burdens such as liens incident to operating agreements,
current taxes not yet due, development obligations under oil and gas leases,
and other encumbrances, easements and restrictions.  The Company does not
believe that any of these burdens materially interferes with the use of its
properties in the operation of its business.

Markets and Customers

     The Company sells its oil and gas at the wellhead on an "as-produced"
basis and does not refine petroleum products.  Other than normal production


                                       -15-



<PAGE> 16
facilities, the Company does not own an interest in any bulk storage
facilities or pipelines.  As is customary in the industry, the Company sells
its production in any one area to relatively few purchasers, including
transmission companies that have pipelines near the Company's producing
wells.  Gas purchase contracts are generally on a short-term "spot market"
basis and usually contain provisions by which the prices and delivery
quantities for future deliveries will be determined.  During the year ended
March 31, 2000, Navajo Refining and Crude Marketing and Titan Resources I,
Inc. accounted for approximately 45% and 6%, respectively, of the Company's
oil and gas revenues for such period.  The loss of either one of these
purchasers could cease or delay the Company's production and sale of its oil
and gas reserves to the extent that alternative purchasers having adequate
gathering facilities are not found to replace such purchaser's volume of oil
or gas purchased.  However, in the event of a loss of any purchaser, the
Company believes that, under present circumstances, it would be able to find
other purchasers for its oil and gas production.

Competition

     The Company encounters strong competition from major oil companies and
independent producers and operators in acquiring properties and leases for
exploration for oil and gas.  Competition is particularly intense with
respect to the acquisition of desirable undeveloped oil and gas leases.  The
principal competitive factors in the acquisition of undeveloped oil and gas
leases include qualified personnel and having access to the data necessary to
acquire and develop such leases, as well as the amount of consideration and
terms offered.  Many of the Company's competitors have financial resources,
staffs and facilities substantially greater than those of the Company.  In
addition, the producing and marketing of natural gas and oil is affected by
a number of factors which are beyond the control of the Company, the effect
of which cannot be accurately predicted.  Of significant importance recently
has been the domination and control of oil markets and prices by foreign
producers.

     The principal raw materials and resources necessary for the exploration
and development of oil and gas are leasehold prospects under which oil and
gas reserves may be discovered, drilling rigs and related equipment to
explore for such reserves and knowledgeable personnel to conduct all phases
of oil and gas operations.  The Company must compete for such raw materials
and resources with both major oil companies and independent operators, and
the continued availability, without periodic interruption, of such materials
and resources to the Company cannot be assured.


Item 2.  PROPERTIES

     In addition to its drilling rigs and related equipment and its oil and
gas properties, the Company owns a 31 acre tract of land in Midland, Texas on
which the Company's executive offices are located and on which the principal
support and storage facilities for its contract drilling operations are
located.  These facilities include an office building and fabrication and
maintenance shop.  The facility allows for open storage of drilling equipment
and drill pipe.


                                       -16-



<PAGE> 17
     The Company also owns a 78 acre tract of land in Odessa, Texas, which is
presently being utilized as a secondary storage location.  From time to time,
the Company's rigs are also stored and stacked in the field at the rig's last
location site.

     The Company owns a warehouse and yard facility situated on approximately
4 acres in Midland, Texas.  This additional storage is used to complement the
existing Midland yard facility.  The Company believes that the support and
storage facilities for its drilling rigs and related equipment are more than
adequate.


Item 3.  LEGAL PROCEEDINGS

     In March, 1992, the Company was notified by the Texas Department of
Insurance that the Company's former workers' compensation insurance carriers,
Sir Lloyd's Insurance Company and its affiliate, Standard Financial Indemnity
Corporation ("SFIC"), had been placed in liquidation by order of the 201st
District Court of Travis County, Texas, on March 12, 1992 in Cause No. 92-
12765, The State of Texas vs. Sir Lloyd's Insurance Company and Sir Insurance
Agency, Inc., and in Cause No. 91-12766, The State of Texas vs. Standard
Financial Indemnity Corporation.  Approximately two months before being
ordered into liquidation, SFIC requested that the Company pay policy premiums
in the approximate amount of $646,476.  On July 22, 1993 the special deputy
receiver of SFIC billed the Company approximately $1,061,000 for
retrospective premiums, but adjusted the amount to $854,153 on January 12,
1994.

     In November, 1995, the Company was notified that a lawsuit had been
filed in Travis County, Texas styled Texas property and Casualty Insurance
Guaranty Association vs. TMBR/Sharp Drilling, Inc. (Cause No. 95-12318).  The
Texas Property and Casualty Insurance Guaranty Association ("Guaranty
Association") was seeking a recovery of past workers' compensation claims
advanced by the Guaranty Association related to the Company's workers
compensation insurance program with SFIC.  The Guaranty Association was
seeking to recover a total of $803,057.

     On September 9, 1997, the Company entered into a settlement agreement
with the Guaranty Association.  The Company agreed to pay to the Guaranty
Association the sum of $375,000 in full satisfaction of any liability
relating the Company's workers compensation insurance program with SFIC and
Sir Lloyd's Insurance Company and the lawsuit brought by the Guaranty
Association.  The Company originally accrued $854,153 relating to the
Guaranty Association's claim for reimbursement.  As a result of the
settlement, the Company eliminated the accrual of $854,153 and the difference
between the accrued amount and the settlement amount ($479,153) was
recognized as miscellaneous income in the Company's financial statements for
the year ended March 31, 1998.


                                       -17-








<PAGE> 18
     In addition, the Company entered into a settlement agreement with the
insurance agent that represented the Company at the time the workers
compensation insurance policies were purchased from Sir Lloyd's and SFIC.
The agent paid the Company the sum of $180,000 in full settlement of all
claims and liabilities relating to SFIC and Sir Lloyd's Insurance Company.
This amount was recognized as miscellaneous income in the Company's financial
statements for the year ended March 31, 1998.

     The Company provides for its workers' compensation claims prior to
September 1997 based upon the most recent information available from its
insurance carrier concerning claims and estimated costs.  However, in future
years the Company may receive retroactive adjustments, both favorable and
unfavorable, related to estimates of claim costs for previous years, which
may be material to the Company's results of operations.  No provision for
retroactive adjustments to claim costs is recorded until the Company receives
notification from its insurance carrier because this amount, if any, cannot
be estimated.  For claims incurred November 1993 to September 1997, the
Company is generally responsible for the first $10,000 ($100,000 prior to
November 1993) in claim costs for each workers' compensation injury.
Currently the Company is covered by a fully insured workers compensation
policy.

     The Company is a defendant in various lawsuits generally incidental to
its business.  The Company does not believe that the ultimate resolution of
such litigation will have a significant effect on the Company's financial
position or results of operations.


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

     There was no meeting of security holders of the Company during the
fourth quarter of the fiscal year ended March 31, 2000, and no matters were
submitted to a vote of security holders during such period.






                                  PART II



Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     The Company's Common Stock is traded on the NASDAQ National Market
System under the symbol "TBDI".  The following table sets forth, on a per
share basis for the periods indicated, the range of high and low last




                                       -18-





<PAGE> 19
reported sales prices as reported by NASDAQ.  The quotations are inter-dealer
prices without retail mark-ups, mark-downs or commissions and may not
represent actual transactions.


                                                   Price
                                              --------------
                                              High       Low
                                              ----       ---
           Fiscal 1999
                  First Quarter              $13 3/4    $ 8 1/2
                  Second Quarter              10 1/8      3 3/4
                  Third Quarter                6 5/8      2 3/4
                  Fourth Quarter               4 7/16     3

           Fiscal 2000
                  First Quarter                6 1/8      3 9/16
                  Second Quarter               8 9/16     5 1/8
                  Third Quarter                7 3/4      5 1/2
                  Fourth Quarter              12 1/4      5 5/16

     On June 13, 2000, the last reported sale price of the Company's Common
Stock as reported by NASDAQ was $11 1/16.

     The transfer agent for the Company's Common Stock is American Stock
Transfer & Trust Company, New York, New York.

     On June 13, 2000, the outstanding shares of the Company's Common Stock
were held of record by approximately 2,416 stockholders.

     The Company has never declared or paid any cash dividends on its Common
Stock and has no present intention to pay cash dividends in the future.  The
Company presently intends to retain all earnings to fund its operations and
future growth.  Under the terms of the Company's credit facility with its
bank lender, the Company is prohibited from paying cash dividends to the
holders of Common Stock.  See Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Liquidity and Capital
Resources".









                                       -19-











<PAGE> 20
Item 6.  SELECTED FINANCIAL DATA

     The following table sets forth certain selected financial data for the
     Company's operations for each of the five years ended March 31, 2000.  The
     data set forth in this table should be read in conjunction with
     "Management's Discussion and Analysis of Financial Condition and Results
     of Operations", and the Company's Financial Statements and related notes
     included elsewhere herein.
<TABLE>
<CAPTION>
                                               Years ended March 31,
                                    --------------------------------------------
                                    2000       1999      1998     1997      1996
                                    ----       ----      ----     ----      ----
                                     (In thousands, except per share amounts)
<S>                               <C>       <C>       <C>       <C>       <C>
INCOME STATEMENT DATA
Operating revenues:
  Contract drilling               $ 15,394  $ 12,948  $ 34,891  $ 18,483  $ 21,298
  Oil and gas                        3,169     1,476     2,126     2,491     1,683
                                    ------    ------    ------    ------    ------

    Total operating revenues        18,563    14,424    37,017    20,974    22,981

Operating costs and expenses:
  Contract drilling                 12,486    10,027    23,163    14,190    17,252
  Oil and gas production               926       803       944       924       554
  Dry holes and abandonments           509       946       476       558       945
  Depreciation, depletion
    and amortization                 3,282     2,699     4,080     1,784       907
  General and administrative         1,854     1,911     1,863     1,560     1,599
  Writedown of oil and
    gas properties (a)                 739     1,304     3,120       171     2,624
                                    ------    ------    ------    ------    ------
     Total operating costs
       and expenses                 19,796    17,690    33,646    19,187    23,881
                                    ------    ------    ------    ------    ------
     Operating income (loss)        (1,233)   (3,266)    3,371     1,787      (900)

Other income (expenses):
  Interest                              17       151       133      (278)     (139)
  Other                                  9       (72)    1,180        52       117
                                    ------    ------    ------    ------    ------
     Total other income (expense)       26        79     1,313      (226)      (22)
                                    ------    ------    ------    ------    ------

Net income(loss) before income
  tax provision                     (1,207)   (3,187)    4,684     1,561      (922)
Provision for income taxes              --       --       (140)      (16)      (30)
                                    ------    ------    ------    ------    ------
Net income (loss) before
  extraordinary items             $ (1,207)  $(3,187) $  4,544  $  1,545  $   (952)
                                    ======    ======    ======    ======    ======


                                       -20-



<PAGE> 21
Net income (loss)
  before extraordinary
  items per share:
        Basic                       $(0.25)   $(0.68)    $0.98     $0.43    $(0.29)
        Diluted                     $(0.25)   $(0.68)    $0.91     $0.38       --
                                    ======    ======    ======    ======    ======

Weighted average number of
  common shares outstanding:
       Basic                         4,761     4,711     4,615     3,608     3,254
       Diluted                       4,761     4,711     5,014     4,106     4,075
                                     =====     =====     =====     =====     =====


BALANCE SHEET DATA
  Cash and cash equivalents       $    980  $  1,195  $  1,623  $  1,048  $    339
  Total assets                      23,625    18,923    24,648    19,761    11,660
  Total debt                         2,250        --        --        --     1,300
  Stockholders' equity              15,796    16,735    19,960    14,372     4,959

</TABLE>
____________________

            (a)   During fiscal years ended March 31, 2000, 1999 and 1998, the
                  Company recognized non-cash charges of approximately $739,000,
                  $1,304,000 and $3,120,000, respectively, due to a writedown of
                  the carrying value of its oil and gas properties.  This charge
                  is a result of the adoption of Statement of Financial
                  Accounting Standards No. 121 ("SFAS 121") "Accounting for the
                  Impairment of Long-Lived Assets and for Long-Lived Assets to
                  Be Disposed Of".  SFAS 121 requires the Company to assess the
                  need for an impairment of capitalized costs of oil and gas
                  properties on a property-by-property basis in contrast to the
                  Company's prior policy of evaluating the undiscounted future
                  net revenues of its oil and gas properties in total.
                  According to SFAS 121, if an impairment is indicated based on
                  undiscounted future cash flows, then it is recognized to the
                  extent that net capitalized costs exceed discounted future
                  cash flows.













                                       -21-






<PAGE> 22
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

   This Form 10-K Annual Report ("Report") and the documents incorporated by
reference in this Report include certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  All statements, other than statements
of historical facts, included in this Report that address activities, events
or developments that the Company estimates, intends, projects, expects,
believes or anticipates will or may occur in the future, including such
matters as market conditions, future capital, development and exploration
expenditures (including the amount and nature thereof), drilling rig
utilization rates, drilling of wells, reserve estimates, business strategies
and other plans and objectives, expansion and growth of the Company's
operations and other such matters, are forward-looking statements.  These
statements are based on certain assumptions and analyses made by the Company
in light of its experience and its perception of historical trends, current
conditions, expected future developments and other factors it believes are
appropriate in the circumstances.  Such statements are subject to a number of
assumptions, risks and uncertainties, including the risk factors discussed
above, general economic and business conditions, the business opportunities
(or lack thereof) that may be presented to and pursued by the Company,
changes in law or regulations and other factors, many of which are beyond the
control of the Company.  Such statements are not guarantees of future
performance and actual results or developments may differ materially from
those projected in the forward-looking statements.

Overview

   Since 1982, the principal business of the Company has been the contract
drilling of domestic onshore oil and gas wells.  In 1987, the Company began
acquiring oil and gas properties and participating in the exploration for and
development of oil and gas reserves.

   Contract Drilling Operations

   Drilling revenues from footage and daywork contracts are recognized as
work is performed utilizing the percentage-of-completion method.  Costs under
footage and daywork contracts are recognized in the period they are incurred.
The Company utilizes the completed contract method to recognize drilling
revenues and expenses relating to turnkey contracts.  Expected losses on all
in-process contracts are recognized in the period the loss can reasonably be
determined.

   Drilling equipment is depreciated on a units-of-production method based
on the monthly utilization of the equipment.  Drilling equipment which is not
utilized during a month is depreciated using a minimum utilization rate of
approximately 25%.  Estimated useful lives range from four to eight years.
Other property and equipment is depreciated using the straight-line method of
depreciation with estimated useful lives of three to seven years.





                                       -22-


<PAGE> 23
   Although the Company's fiscal year operating results were negatively
affected by the disappointing results of the first three months of the fiscal
year, during the nine months ended March 31, 2000, the Company experienced an
increase in demand and an increase in the prices received for contract
drilling services.  This increase is attributable to recent increases in oil
and gas prices.  The Company has been and will continue to be affected by oil
and gas industry conditions but cannot predict either the future level of
demand for its contract drilling services or future conditions in the
contract drilling industry. The contract drilling industry remains highly
competitive.  The Company believes it owns a sufficient number of drilling
rigs to remain competitive within its areas of operation.  In addition, the
Company believes it competes favorably with respect to the depth capabilities
of its rigs, the experience level of its personnel, its reputation and its
relationship with existing customers.  However, the Company's operating
results will continue to be directly affected by the level of drilling
activity in the Company's service areas.

   The following table sets forth certain information relating to the
Company's contract drilling operations for the periods indicated:

                                              Year Ended March 31,
                                              --------------------
                                            2000       1999      1998
                                            ----       ----      ----
                                            (In thousands, except %s)

     Contract drilling revenues           $15,394    $12,948    $34,891
     Contract drilling expenses            12,486     10,027     23,163

     Contract drilling expenses as
       a percent of drilling revenues        81.1%      77.4%      66.4%

     Rig utilization                         35.0%      26.6%      78.2%


   Oil and Gas Operations

   The Company's oil and gas producing activities are accounted for using the
successful efforts method of accounting.  Accordingly, the Company
capitalizes all costs incurred to acquire oil and gas properties (proved and
unproved), all development costs, and the costs of successful exploratory
wells.  The costs of unsuccessful exploratory wells are expensed.  Geological
and geophysical costs, including seismic costs, are charged to expense when
incurred.  In cases where the Company provides contract drilling for oil and
gas properties in which it has an ownership interest, the Company's
proportionate share of costs is capitalized as stated above, net of its
working-interest share of profits from the related drilling contracts.
Capitalized costs of undeveloped properties, which are not depleted until
proved reserves can be associated with the properties, are periodically
reviewed for possible impairment.  Such unevaluated costs totaled
approximately $90,000 and $78,000 as of March 31, 2000, and March 31, 1999,
respectively.



                                       -23-



<PAGE> 24
   For properties with proved or proved developed oil and gas reserves,
depletion, depreciation and amortization of capitalized costs was calculated
for fiscal 2000, 1999 and 1998 by applying the units-of-production method to
the estimated amount of such reserves.

   In fiscal 2000, 1999 and 1998, the Company recognized non-cash charges of
approximately $.7 million, $1.3 million and $3.1 million, respectively, due
to  writedowns of the carrying value of its oil and gas properties.  The
writedowns are the result of the adoption in 1996 of Statement of Financial
Accounting Standards No. 121 ("SFAS 121") "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".  SFAS 121
requires the Company to assess the need for an impairment of capitalized
costs of oil and gas properties on a property-by-property basis.  According
to SFAS 121, if an impairment is indicated based on undiscounted future cash
flows, then it is to be recognized to the extent that net capitalized costs
exceed discounted future cash flows.

   The following table sets forth certain information relating to the
Company's oil and gas operations for the periods indicated:

                                            Year Ended March 31,
                                            --------------------
                                         2000       1999       1998
                                         ----       ----       ----
                                               (In thousands)

     Oil and gas revenues               $3,169     $1,476     $2,126
     Production expenses                   926        803        944
     Dry holes and abandonments            509        946        476
     Depreciation, depletion and
       amortization                      1,552      1,250      1,891
     Writedown of properties               739      1,304      3,120


   The Company has not entered into hedging arrangements and does not have
any delivery commitments.  While hedging arrangements reduce exposure to
losses of resulting from unfavorable price changes, they also limit the
ability to benefit from favorable market price changes.

RESULTS OF OPERATIONS

Comparison of Year Ended March 31, 2000 to Year Ended March 31, 1999

   Contract drilling revenues for fiscal 2000 increased by 19% from fiscal
1999.  Rig utilization rates in fiscal 2000 and 1999 were 35% and 27%,
respectively.  The increase in contract drilling revenues and utilization
rates was due to an increase in oil and gas prices which in turn positively
impacted demand for contract drilling.  Drilling prices began to increase
during the last six months of the year and the Company began to achieve
positive operating margins.  Rig utilization in the Company's operating
market is difficult to project because of wide fluctuations in drilling
activity.  In addition, the number of rigs industry wide that are actually
available for work cannot be accurately determined.



                                       -24-


<PAGE> 25
   Contract drilling expenses were 81% and 77% of contract drilling revenues
in fiscal 2000 and 1999, respectively.  The increase is primarily due to the
start up costs associated with putting drilling rigs into service after being
idle or stacked for a period of time. The Company began the year with two
active rigs and ended the fiscal year with eleven active rigs.

   Oil and gas revenues increased by 115% in fiscal 2000.  This increase can
be attributed to the increase in prices received for crude oil and natural
gas in addition to an increase in the number of producing properties.  Oil
and gas production expenses increased by 15% and is a result of major
workovers of two wells and an increase in the number of producing properties.

   The Company participated as a working-interest owner in the drilling of
16 wells during fiscal 2000, of which four were dry holes.  In fiscal 1999,
the Company participated as a working-interest owner in the drilling of 12
wells, of which four were dry holes.

   Depreciation, depletion and amortization expense increased due to several
factors.  The increase in rig utilization rates caused an increase in
depreciation expense as drilling equipment is depreciated using the units-of-
production method based on the monthly utilization of the equipment. During
the year ended March 31, 2000, the Company completed the assembly of one
additional drilling rig.  This rig is capable of drilling to a depth of
approximately 16,000 feet.  The addition of this Gardner Denver 800 rig
brings the Company's available fleet to 18 rigs.  In addition, the Company
purchased drill pipe and drill collars during the year. The increase in
depreciation, depletion and amortization expense for fiscal 2000 reflects the
added equipment. Depreciation, depletion and amortization expense on oil and
gas properties increased as a result of the number of oil and gas producing
properties in which the Company has an ownership interest (a total of 117
wells in fiscal 2000 versus 105 wells in 1999).

   The Company recognized a non-cash charge of $.7 million in fiscal 2000 and
$1.3 million in fiscal 1999 related to the writedown of the carrying value of
its oil and gas properties.

   Net working capital was $2.8 million at March 31, 2000, compared to $3.2
million at March 31, 1999.  The loss of working capital is attributable to a
increase in accounts receivable, accounts payable and other current
liabilities, all of which is related to the increase in drilling activity.

Comparison of Year Ended March 31, 1999 to Year Ended March 31, 1998

   Contract drilling revenues for fiscal 1999 decreased by 63% from fiscal
1998.  Rig utilization rates in fiscal 1999 and 1998 were 27% and 78%,
respectively.  The decrease in contract drilling revenues and utilization
rates was due to a significant downturn in oil and gas prices which in turn
negatively impacted demand for contract drilling.  Drilling prices were
depressed throughout the year and the Company chose to underutilize its
drilling equipment rather than subject it to additional wear and tear at
unacceptable operating margins.  Rig utilization in the Company's operating




                                       -25-



<PAGE> 26
market is difficult to project because of wide fluctuations in drilling
activity.  In addition, the number of rigs industry wide that are actually
available for work cannot be accurately determined.

   Contract drilling expenses were 77% and 66% of contract drilling revenues
in fiscal 1999 and 1998, respectively.  The increase is due to the
significant reduction in contract drilling revenues.

   Oil and gas revenues decreased by 31% in fiscal 1999.  This decrease can
be attributed to the decline in oil and gas prices during the year.  In
fiscal 1998, the Company sold a group of fourteen wells in Ector County,
Texas.  These wells had high lifting costs on an equivalent barrel of oil
("EBO") basis.  As a result of this sale, oil and gas production expenses for
the year ended March 31, 1999 decreased by 15%.

   The Company participated as a working-interest owner in the drilling of
12 wells during fiscal 1999, of which four were dry holes.  In fiscal 1998,
the Company participated as a working-interest owner in the drilling of 21
wells, of which nine were dry holes.

   Depreciation, depletion and amortization expense decreased due to several
factors.  The decline in the rig utilization rates caused a decline in
depreciation expense as drilling equipment is depreciated using the units-of-
production method based on the monthly utilization of the equipment.
Depreciation, depletion and amortization expense on oil and gas properties
decreased as a result of the reduced carrying values of the properties from
impairments in prior years.

   The Company recognized a non-cash charge of $1.3 million in fiscal 1999
and $3.1 million in fiscal 1998 related to the writedown of the carrying
value of its oil and gas properties.

   Net working capital was 3.2 million at March 31, 1999, compared to $6.0
million at March 31, 1998.  The loss of working capital is attributable to a
decrease in accounts receivable.

Income Taxes

   At March 31, 2000, the Company had approximately $76.6 million of unused
net operating loss ("NOL") carryforwards for tax purposes.  Use of these
carryforwards is dependent upon the Company's ability to generate taxable
earnings in future periods.  These carryforwards began to expire in fiscal
2000.  The Company's ability to utilize its NOL carryforwards may be
substantially limited in the future under the Internal Revenue Code of 1986,
as amended (the "Code").  If the Company experiences an ownership change
under applicable provisions of the Code, the carryforward would be limited to
an annual amount determined by specified interest rates and other variables.
The Company does not believe an ownership change has occurred to date.

   The effective tax rates for fiscal 2000 and 1999 differ from the statutory
tax rate of 34% primarily due to the utilization of NOLs.  Tax expense is
generally limited to alternative minimum tax.



                                       -26-



<PAGE> 27
   The Company utilizes an asset and liability approach for financial
accounting and reporting for income taxes.  The Company has a deferred tax
asset primarily due to its NOL carryforwards.  The Company has provided a
valuation allowance for the entire balance of deferred tax assets as it is
likely that a portion of the NOLs may expire before the Company is able to
use them.

Liquidity and Capital Resources

   In May, 1998, the Company entered into a loan agreement with its bank
lender which provides for a $5.0 million revolving line of credit secured by
substantially all of the Company's drilling rigs and related equipment,
accounts receivable and inventory.  Borrowings under the line of credit bear
interest at the bank's base rate and accrued interest is payable monthly.
The loan facility originally matured on May 26, 2000 but has been extended to
July 15, 2000.

   On June 26, 2000, the Company entered into a commitment agreement with its
bank lender.  The commitment agreement provides for a $5.0 million revolving
line of credit secured by the Company's drilling rigs and related equipment,
accounts receivable and inventory.  Borrowings under this line of credit will
bear interest at the Wells Fargo Bank Texas, N. A. (formerly Norwest Bank,
Texas N.A.) base rate (9.5% at June 13, 2000) and accrued interest will be
payable monthly.  The loan facility will mature on August 31, 2002, at which
time all outstanding principal and interest will be due in full.  Accordingly,
the current maturities of debt at March 31, 2000 in effect have been
reclassified to long term debt in the accompanying balance sheets based on the
commitment agreement.  At March 31, 2000 and June 13, 2000, respectively,
$2,250,000 and $3,650,000 were outstanding under the loan facility.

   The Company anticipates that funds for its capital expenditures in fiscal
2001 will be available from a combination of sources, including (i)
borrowings under the line of credit , (ii) funds raised through issuances of
equity or debt securities in public or private transactions, and (iii)
internally generated funds.

   The following table sets forth information regarding the capital
expenditures made by the Company during the last three fiscal years.

                                                   Year Ended March 31,
                                                   --------------------
                                                 2000       1999      1998
                                                 ----       ----      ----
                                                      (In thousands)
Oil and gas exploration and development.....   $ 2,923    $ 4,242   $ 3,846
Drilling rigs, drill pipe and
  related equipment.........................     3,149        261     6,086
Other.......................................       199         --       249
                                                ------     ------    ------
     Total..................................   $ 6,271    $ 4,503   $10,181
                                                ======     ======    ======






                                       -27-

<PAGE> 28
   The Company presently anticipates making capital expenditures of
approximately $4.0 million in its 2001 fiscal year.  Of this amount, the
Company expects that approximately $.5 million will be spent for the
acquisition of drill pipe, drill collars and related equipment, and
approximately $3.5 million for oil and gas exploration and development
activities.  It is the Company's policy, however, to make capital
expenditures based on prevailing economic conditions, the results of its
drilling activities, and other factors affecting its business.  Accordingly,
the amounts actually spent in fiscal 2001 could differ substantially from the
amounts estimated.

Trends and Prices

   The contract drilling industry is currently experiencing increased demand
and increasing prices for contract drilling services due to the rise of oil
and gas prices.  The Company will be affected by price fluctuations in the
industry, but cannot predict either the future level of demand for its
contract drilling services or future conditions in the contract drilling
industry.

   In recent years, oil and gas prices have been extremely volatile.  Prices
are affected by market supply and demand factors as well as by actions of
state and local agencies, the U.S. and foreign governments and international
cartels.  The Company has no way of accurately predicting the supply of and
demand for oil and gas, domestic or international political events or the
effects of any such factors on the prices received by the Company for its oil
and gas.

Year 2000 Issues

   The Year 2000 (Y2K) issue created a risk that computer systems, products
and equipment utilizing date-sensitive software or computer chips with two-
digit date fields would fail to properly recognize the Year 2000.  Such
failures by the Company's software and hardware or that of government
entities, service providers, suppliers and customers could have resulted in
interruptions of the Company's business which could have had a material
adverse impact on the Company.  Significant uncertainty existed concerning
the potential effects associated with such compliance as systems that
improperly recognized such information would generate erroneous data or cause
a system to fail.

   The Company is not currently aware of any Year 2000 compliance problems
relating to its own operations or that of its significant vendors, customers,
purchasers and local, state, federal and other U. S. government entities, but
intends to monitor and assess Year 2000 issues.









                                       -28-




<PAGE> 29
Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   The primary sources of market risk for the Company include fluctuations
in commodity prices and interest rate fluctuations.  At March 31, 2000, the
Company had not entered into any hedge arrangements, commodity swap
agreements, commodity futures, options or other similar agreements relating
to crude oil and natural gas.

   At March 31, 2000, the  Company had  $2,250,000  outstanding under its
$5.0 million revolving line of credit which bears interest at the lender's
base rate in effect from time to time.  As borrowings under this line of
credit bear interest at a variable rate, the Company is subject to interest
rate risk.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                  Page

     Report of Independent Public Accountants                      29

     Balance Sheets, March 31, 2000 and 1999                       30

     Statements of Operations, Years ended
       March 31, 2000, 1999 and 1998                               32

     Statements of Stockholders' Equity,
       Years ended March 31, 2000, 1999 and 1998                   33

     Statements of Cash Flows,
       Years ended March 31, 2000, 1999 and 1998                   34

     Notes to Financial Statements                                 35





















                                     -29-




<PAGE> 30
                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of TMBR/Sharp Drilling, Inc.:

   We have audited the accompanying balance sheets of TMBR/Sharp Drilling,
Inc. (a Texas corporation) as of March 31, 2000 and 1999, and the related
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended March 31, 2000.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States.  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 financial statements referred to above present fairly,
in all material respects, the financial position of TMBR/Sharp  Drilling,
Inc. as of March 31, 2000 and 1999, and the results of its operations and its
cash flows for each of the three years in the period ended March 31, 2000, in
conformity with accounting principles generally accepted in the United
States.

   Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in the index at
Item 14(a)2 is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not a part of the basic financial
statements.  This schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.






                                          ARTHUR ANDERSEN LLP

Dallas, Texas,
  May 19, 2000







                                       -30-




<PAGE> 31
                          TMBR/SHARP DRILLING, INC.

                                Balance Sheets

                           March 31, 2000 and 1999

                      (In thousands, except share data)




  ASSETS                                               2000            1999
  ------                                               ----            ----

Current assets:
  Cash and cash equivalents                        $     980       $   1,195
  Marketable securities                                   49              49
  Trade receivables,
    net of allowance for doubtful
      accounts of $1,486 in 2000
      and $1,349 in 1999.                              6,398           3,451
  Inventories                                            111              94
  Deposits                                                73              73
  Other                                                  796             567
                                                      ------          ------
     Total current assets                              8,407           5,429
                                                      ------          ------


Property and equipment, at cost:
  Drilling equipment                                  51,858          48,868
  Oil and gas properties, based on
    successful efforts accounting                     21,155          18,742
  Other property and equipment                         3,768           3,569
                                                      ------          ------
                                                      76,781          71,179
  Less accumulated depreciation,
    depletion and amortization                       (61,736)        (57,858)
                                                      ------          ------
     Net property and equipment                       15,045          13,321
                                                      ------          ------

Other assets                                             173             173
                                                      ------          ------

          Total assets                              $ 23,625        $ 18,923
                                                      ======          ======


See accompanying notes to financial statements.



                                       -31-





<PAGE> 32
                          TMBR/SHARP DRILLING, INC.

                                Balance Sheets

                           March 31, 2000 and 1999

                      (In thousands, except share data)



  LIABILITIES AND STOCKHOLDERS' EQUITY                  2000             1999
  ------------------------------------                  ----             ----

Current liabilities:
  Trade payables                                    $  4,240        $   1,424
  Other                                                1,339              764
                                                      ------           ------
     Total current liabilities                         5,579            2,188

Long Term liabilities:
  Borrowings from bank                                 2,250              --
                                                      ------           ------
     Total liabilities                                 7,829            2,188
                                                      ------           ------
Contingencies

Stockholders' equity:
  Common stock, $0.10 par value
    Authorized, 50,000,000 shares;
    issued, 6,227,125 and 5,979,625
    shares at March 31, 2000 and
    1999, respectively                                   623             598
  Additional paid-in capital                          69,672          69,429
  Accumulated deficit                                (54,311)        (53,104)

  Accumulated other comprehensive
    income (loss)                                        (38)            (38)
  Treasury stock-common, 1,268,739 shares
    at March 31, 2000 and 1999, at cost                 (150)           (150)
                                                      ------          ------
     Total stockholders' equity                       15,796          16,735
                                                      ------          ------

       Total liabilities and
         stockholders' equity                       $ 23,625        $ 18,923
                                                      ======          ======

See accompanying notes to financial statements.






                                       -32-




<PAGE> 33
                          TMBR/SHARP DRILLING, INC.

                           Statements of Operations

                  Years Ended March 31, 2000, 1999 and 1998

                      (In thousands, except share data)


                                            2000         1999        1998
                                            ----         ----        ----
Revenues:
  Contract drilling                      $ 15,394     $ 12,948    $ 34,891
  Oil and gas                               3,169        1,476       2,126
                                           ------       ------      ------
          Total revenues                   18,563       14,424      37,017
                                           ------       ------      ------
Operating costs and expenses:
  Contract drilling                        12,486       10,027      23,163
  Oil and gas production                      926          803         944
  Dry holes and abandonments                  509          946         476
  Depreciation, depletion and
    amortization                            3,282        2,699       4,080
  Writedown of oil and gas
    properties                                739        1,304       3,120
  General and administrative                1,854        1,911       1,863
                                           ------       ------      ------
          Total operating costs
            and expenses                   19,796       17,690      33,646
                                           ------       ------      ------
          Operating income (loss)          (1,233)      (3,266)      3,371
                                           ------       ------      ------
Other income (expense):
  Interest                                     17          151         133
  Gain on sales of assets                     137          127         179
  Other, net                                 (128)        (199)      1,001
                                           ------       ------      ------
          Total other income
            (expense), net                     26           79       1,313
                                           ------       ------      ------
Net income (loss) before
  income tax provision                     (1,207)      (3,187)      4,684
Provision for income taxes                     --           --        (140)
                                           ------       ------      ------
Net income (loss)                        $ (1,207)    $ (3,187)  $   4,544
                                           ======       ======      ======
Net income (loss) per common share:
     Basic                              $   (0.25)   $   (0.68)  $    0.98
     Diluted                                (0.25)       (0.68)       0.91
                                         =========    =========   =========
Weighted average number of
  common shares outstanding:
     Basic                               4,760,704    4,710,886   4,614,959
     Diluted                             4,760,704    4,710,886   5,013,981
                                         =========    =========   =========

See accompanying notes to financial statements.

                                       -33-
<PAGE> 34
                       TMBR/SHARP DRILLING, INC.

                  Statements of Stockholders' Equity

               Years Ended March 31, 2000, 1999 and 1998

                            (In thousands)
<TABLE>
<CAPTION>
                                                                   Accumulated
                        Common Stock     Additional                   Other      Treasury Stock        Total
                        ------------      Paid-In     Accumulated Comprehensive  ---------------   Stockholders'
                       Shares   Amount    Capital       Deficit       Loss       Shares   Amount      Equity
                       ------   ------   ----------   ----------- -------------  ------   ------   -------------


<S>                     <C>     <C>       <C>           <C>           <C>          <C>     <C>        <C>
Balance, March 31,
  1997                  5,697   $ 570     $ 68,413      $(54,461)     $  --        1,270   $(150)     $ 14,372

Exercise of
  Stock Options           283      28        1,016            --         --          --      --          1,044

Net Income                 --      --           --         4,544         --          --      --          4,544
                        -----    -----     --------      --------      ----       -----    -----       --------
Balance, March 31,
  1998                  5,980     598       69,429       (49,917)        --        1,270    (150)       19,960

Net Loss                   --      --           --        (3,187)        --          --      --         (3,187)

Other comprehensive
  income, net of tax
   Unrealized loss
   on marketable
   equity securities       --      --           --            --        (38)         --      --            (38)
                                                                                                       --------

Comprehensive Loss                                                                                      (3,225)
                        -----    -----     --------      --------      ----       -----    -----       --------

Balance, March 31,
  1999                  5,980     598       69,429       (53,104)       (38)      1,270    (150)        16,735

Exercise of
  Stock Options           247      25          146            --         --          --      --            171

Grant of
  Stock Options            --      --           97            --         --          --      --             97

Net Loss                   --      --           --        (1,207)        --          --      --         (1,207)
                        -----    -----     --------      --------      ----       -----    -----       --------

Balance, March 31,
 2000                   6,227   $ 623     $ 69,672     $ (54,311)      $(38)      1,270   $(150)      $ 15,796
                        =====    =====     ========      ========       ====      =====    =====       ========
</TABLE>
See accompanying notes to financial statements.

                                       -34-
<PAGE> 35
                            TMBR/SHARP DRILLING, INC.
                             Statements of Cash Flows
                    Years Ended March 31, 2000, 1999 and 1998
                                  (In thousands)

                                                  2000       1999       1998
                                                  ----       ----       ----
Cash flows from operating activities:
  Net income (loss)                             $ (1,207)  $ (3,187) $   4,544
  Adjustments to reconcile net
    income (loss) to net cash provided
    by operating activities:
      Depreciation, depletion and amortization     3,282      2,699      4,080
      Dry holes and abandonments                     509        946        476
      Gain on sales of assets                       (137)      (127)      (179)
      Grant of stock options                          97         --         --
      Writedown of properties                        739      1,304      3,120
      Changes in assets and liabilities:
        Trade receivables                         (2,947)     4,698     (1,931)
        Deposits                                      --         --         --
        Inventories and other assets                (246)        85       (109)
        Trade payables                             2,816     (1,198)      (117)
        Accrued payables and other
          current liabilities                        575     (1,302)      (584)
                                                 --------   --------   --------
          Total adjustments                        4,688      7,105      4,756
                                                 --------   --------   --------
          Net cash provided
            by operating activities                3,481      3,918      9,300
                                                 --------   --------   --------
Cash flows from investing activities:
  Additions to property and equipment             (6,271)    (4,503)   (10,181)
  Proceeds from sales of property
    and equipment                                    154        157        412
                                                 --------   --------   --------
          Net cash required
            by investing activities               (6,117)    (4,346)    (9,769)
                                                 --------   --------   --------
Cash flows from financing activities:
  Proceeds from exercise of stock options            171         --      1,044
  Proceeds from bank loan                          2,250         --         --
                                                 --------   --------   --------
          Net cash provided by
            financing activities                   2,421         --      1,044
                                                 --------   --------   --------
          Net increase (decrease) in
            cash and cash equivalents               (215)      (428)       575

Cash and cash equivalents at beginning
  of year                                          1,195      1,623      1,048
                                                 --------   --------   --------
Cash and cash equivalents at end of year       $     980  $   1,195  $   1,623
                                                 ========   ========   ========

See accompanying notes to financial statements.


                                       -35-

<PAGE> 36
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements




(1)  Organization, Nature of Business and Summary of Significant Accounting
     Policies

Nature of Operations

     TMBR/Sharp Drilling, Inc. (the "Company") was incorporated under the
laws of Texas in October, 1982 under the name TMBR Drilling, Inc.  In August,
1986, the Company changed its name to TMBR/Sharp Drilling, Inc.

     The Company's principal businesses are the domestic onshore contract
drilling of oil and gas wells for major and independent oil and gas
producers, and, to a lesser extent, the exploration for, development and
production of oil and natural gas.  The Company's drilling activities are
primarily conducted in the Permian Basin of west Texas and eastern New
Mexico.

Cash and Cash Equivalents

     For purposes of the statements of cash flows, the Company considers
highly liquid debt instruments which have an original maturity of three
months or less to be cash equivalents.  Cash payments for interest expense
were approximately $15,000 for 2000 and $0 in 1999 and 1998.  Cash payments
for taxes due totaled $0, $0, and $29,000 during 2000, 1999 and 1998,
respectively.

Marketable Securities

       Under SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities", marketable securities, such as those owned by the
Company, are classified as available-for-sale securities and are to be
reported at market value, with unrealized gains and losses, net of income
taxes, excluded from earnings and reported as a separate component of
stockholders' equity.  The market value of these securities at March 31, 2000
was approximately $49,000.  At March 31, 1999, an unrealized loss of
approximately $38,000 was deducted from stockholders equity and was included
as a component of other comprehensive income.









                                       -36-




<PAGE> 37
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements



Inventories

     Inventories consist primarily of casing and tubing.  The Company values
its inventories at the lower of cost or estimated net recoverable value using
the specific identification method.

Property and Equipment

     Drilling equipment is depreciated on a units-of-production method based
on the monthly utilization of the equipment.  Drilling equipment which is not
utilized during a month is depreciated using a minimum utilization rate of
approximately twenty-five percent.  Estimated useful lives range from four to
eight years.  Other property and equipment is depreciated using the straight-
line method of depreciation with estimated useful lives of three to seven
years.

     Oil and gas properties are accounted for using the successful efforts
method of accounting.  Accordingly, the costs incurred to acquire property
(proved and unproved), all development costs and successful exploratory costs
are capitalized, whereas the costs of unsuccessful exploratory wells are
expensed.  Geological and geophysical costs, including seismic costs, are
charged to expense when incurred.  In cases where the Company provides
contract drilling services related to oil and gas properties in which it has
an ownership interest, the Company's proportionate share of costs related to
these properties is capitalized as stated above, net of the Company's working
interest share of profits from the related drilling contracts.  Capitalized
costs of undeveloped properties, which are not depleted until proved reserves
can be associated with the properties, are periodically reviewed for possible
impairment.  Such unevaluated costs totaled approximately $90,000 and $78,000
as of March 31, 2000 and 1999, respectively.

     Depletion, depreciation and amortization of capitalized oil and gas
property costs is provided using the units-of-production method based on
estimated proved or proved developed oil and gas reserves, as applicable, of
the respective property units.









                                       -37-






<PAGE> 38
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements


     Prior to 1996, the Company provided impairments for significant proved
oil and gas properties to the extent that net capitalized costs exceeded
aggregated undiscounted future net cash flows.  During 1996, the Company
adopted Statement of Financial Accounting Standards No. 121 ("SFAS 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of".  SFAS 121 requires the Company to assess the need for an
impairment of capitalized costs of oil and gas properties on a property-by-
property basis.  According to SFAS 121, if an impairment is indicated based
on undiscounted expected future cash flows, then it is recognized to the
extent that net capitalized costs exceed discounted future cash flows.  In
connection with the adoption of SFAS 121, the Company provided an impairment
of $171,000 in 1997.  Additional impairments of $739,000, $1,304,000 and
$3,120,000 were recorded in 2000, 1999 and 1998, respectively.  Management's
estimate of future cash flows is based on their estimate of reserves and
prices.  It is reasonably possible that a change in reserve or price
estimates could occur in the near term and adversely impact management's
estimate of future cash flows and consequently the carrying value of
properties.

     Major renewals and betterments are capitalized in the appropriate
property accounts while the cost of repairs and maintenance is charged to
operating expense in the period incurred.  For assets sold or otherwise
retired, the cost and related accumulated depreciation amounts are removed
from the accounts and any resulting gain or loss is recognized.

Drilling Revenues and Costs

     Drilling revenues from footage and daywork contracts are recognized as
work is performed utilizing the percentage-of-completion method.  Costs on
footage and daywork contracts are recognized in the period incurred.  The
Company utilizes the completed contract method to recognize drilling revenues
and expenses relating to turnkey contracts.  Expected losses on all in-
process contracts are recognized in the period the loss can reasonably be
determined.

Risks and Uncertainties

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.
Significant estimates with regard to these financial statements include the
estimate of proved oil and gas reserve volumes and the related present value
of estimated future net revenues therefrom (see Note 9), and the valuation
allowance for deferred taxes (see Note 4).



                                       -38-


<PAGE> 39
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements



Net Income (Loss) Per Share of Common Stock

     On April 1, 1997, the Company adopted Statement of Financial Accounting
Standards No. 128 ("SFAS 128") "Earnings Per Share" which superseded
Accounting Principles Board Opinion No. 15 ("APB 15") "Earnings Per Share."
SFAS 128 simplifies earnings per share ("EPS") calculations by replacing
previously reported primary EPS with basic EPS which is calculated by
dividing reported earnings available to common shareholders by the weighted
average shares outstanding.  No dilution for potentially dilutive securities
is included in basic EPS.  Previously reported fully diluted EPS is called
diluted EPS which includes all potentially dilutive securities.

Stock Based Employee Compensation

     In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 ("SFAS 123") "Accounting
for Stock-Based Compensation," which establishes accounting and reporting
standards for various stock based compensation plans.  SFAS 123 encourages
the adoption of a fair value based method of accounting for employee stock
options, but permits continued application of the accounting method
prescribed by Accounting Principles Board Opinion No. 25 ("Opinion 25"),
"Accounting for Stock Issued to Employees."  The Company has elected to
continue to apply the provisions of Opinion 25.  Under Opinion 25, if the
exercise price of the Company's stock options equals the market value of the
underlying stock on the date of grant, no compensation expense is recognized.
SFAS 123 requires disclosure of pro forma information regarding net income
and earnings per share as if the Company had accounted for its employee stock
options under the fair value method of the statement.  See Note 3
"Stockholders' Equity."


(2)  Debt

     Line of Credit

     In May, 1998, the Company entered into a loan agreement with its bank
lender which provides for a $5.0 million revolving line of credit secured by
substantially all of the Company's drilling rigs and related equipment,
accounts receivable and inventory.  Borrowings under the line of credit bear
interest at the bank's base rate and accrued interest is payable monthly.
The loan facility originally matured on May 26, 2000 but has been extended to
July 15, 2000.




                                       -39-





<PAGE> 40
                         TMBR/SHARP DRILLING, INC.

                       Notes to Financial Statements


     On June 26, 2000, the Company entered into a commitment agreement with
its bank lender.  The commitment agreement provides for a $5.0 million
revolving line of credit secured by the Company's drilling rigs and related
equipment, accounts receivable and inventory.  Borrowings under this line of
credit will bear interest at the Wells Fargo Bank Texas, N. A. (formerly
Norwest Bank, Texas N.A.) base rate (9.5% at June 13, 2000) and accrued
interest will be payable monthly.  The loan facility will mature on August 31,
2002, at which time all outstanding principal and interest will be due in
full.  Accordingly, the current maturities of debt at March 31, 2000 in effect
have been reclassified to long term debt in the accompanying balance sheets
based on the commitment agreement.  At March 31, 2000 and June 13, 2000,
respectively, $2,250,000 and $3,650,000 were outstanding under the loan
facility.

(3)  Stockholders' Equity

     (a)  Common Stock

     On February 13, 1997, the Company closed a private placement of 725,000
shares of common stock at a price of $11.00 per share.  The net proceeds from
the placement were approximately $7.4 million.

     (b) Stock Option Plans

1984 Stock Option Plan

     In August, 1984, the Company adopted the 1984 Stock Option Plan (the
"Plan") which initially authorized 375,000 shares of the Company's common
stock to be issued as either incentive stock options or nonqualified stock
options.  This Plan was amended in August 1986 to increase the authorized
shares to 475,000 shares of the Company's common stock.  In January 1988, the
Plan was amended to reduce the option price on certain options issued prior
to March 31, 1986, to reflect the then current fair market value of the
Company's common stock.  The Plan provides that options may be granted to key
employees or directors for various terms at a price not less than the fair
market value of the shares on the date of the grant.  Options to purchase
100,000 shares of common stock are currently exercisable and outstanding
under the Plan.  No additional shares are available for grant as the Plan
expired by its own terms in August 1994.  The options that were granted
prior to the expiration of the Plan, and which are outstanding, remain
subject to the terms of the Plan.










                                       -40-


<PAGE> 41
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements




1994 Stock Option Plan

     In July 1994, the Company adopted its 1994 Stock Option Plan (the "1994
Plan") which authorized the grant of options to purchase up to 750,000 shares
of the Company's common stock.  These options may be issued as either
incentive or nonqualified stock options.  The 1994 Plan provides that options
may be granted to key employees or directors for various terms at a price not
less than the fair market value of the shares on the date of grant.  The 1994
Plan was ratified and approved by the stockholders at the Company's annual
meeting of stockholders held on August 30, 1994.  In September 1998, options
outstanding under the plan were amended to reduce the option price to $4.125
per share.

     On September 3, 1996, the Company granted 465,000 shares of nonqualified
stock options to key employees under the 1994 Plan.  All of the nonqualified
stock options granted on September 3, 1996 are earned and exercisable as of
May 1, 1997.  On September 1, 1998, the Company granted 240,000 shares of
incentive stock options at a price of $4.125 to key employees under the 1994
Plan.  On March 9, 2000, 184,000 shares were earned and exercisable.  The
remaining 56,000 shares will become earned and exercisable over a two year
period.  The following sets forth certain information concerning these
options.

                                     Number            Option Price
                                       of         -----------------------
                                     Shares       Per Share         Total
                                     ------       -----------------------
     Outstanding March 31, 1998     337,500      $ 7.75        $ 2,615,625

     Forfeited                       (5,000)       7.75            (38,750)

     Reduction in option
       price                           --         (3.625)       (1,205,312)

     Granted                        240,000     4.125-4.5375     1,049,400
                                    -------     ------------    -----------
     Outstanding March 31, 1999     572,500    $4.125-4.5375   $ 2,420,963

     Forfeited                       (5,000)       4.125           (20,625)

     Exercised                       (3,000)       4.125           (12,375)
                                    -------     ------------     ---------
     Outstanding March 31, 2000     564,500    $4.125-4.5375   $ 2,387,963
                                    =======     ============    ===========



                                       -41-



<PAGE> 42
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements



1998 Stock Option Plan

     In September 1998, the Company adopted, subject to shareholder approval,
its 1998 Stock Option Plan (the "1998 Plan") which authorizes the grant of
options to purchase up to 750,000 shares of the Company's common stock.
These options may be issued as either incentive or nonqualified stock
options.  The 1998 Plan provides that options may be granted to key employees
or directors from various terms at a price not less than the fair market
value of the shares on the date of grant.  The Company granted options to
purchase 50,000 shares of common stock to two outside directors under the
1998 Plan, subject to shareholder approval.  These nonqualified options were
granted at $4.125 per share and became exercisable on August 31, 1999, the
date on which the shareholders of the Company approved and adopted the 1998
Plan.  The fair market value of the Company's common stock on August 31, 1999
was $6.063 per share.  As a result, the Company recognized approximately
$97,000 in compensation expense related to these nonqualified options.

     The following sets forth certain information concerning these
nonqualified options:

                                                         Option Price
                                  Number                 ------------
                                 of Shares        Per Share        Total
                                 ---------        ---------        -----
   Outstanding March 31, 1999         --          $  --         $    --

        Granted                     50,000          4.125         206,250

        Exercised                  (25,000)         4.125        (103,125)
                                 ---------                        -------
   Outstanding March 31, 2000       25,000         $4.125       $ 103,125
                                 =========                        =======

     All nonqualified options outstanding were earned and exercisable as of
March 31, 2000.

     In connection with a private placement completed in February 1997, the
Company issued and currently has outstanding a warrant to purchase 36,250
common shares with an exercise price of $13.20 per share.  This warrant
became exercisable on February 17, 1998, and expires on February 17, 2002.





                                       -42-





<PAGE> 43
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements



     In addition to the aforementioned options, during fiscal year 1989, an
additional 500,000 shares of nonqualified stock options were granted to
another director who is also an officer.  These options were granted at an
exercise price of $0.25 per share (estimated fair market value at date of
grant).  On April 4, 1990, the Board of Directors also approved an additional
500,000 shares of nonqualified stock options granted to another director at
an exercise price of $0.25 per share (estimated fair market value at date of
grant).

     The following sets forth certain information concerning these
nonqualified options:

                                                         Option Price
                                  Number                 ------------
                                 of Shares        Per Share        Total
                                 ---------        ---------        -----
   Outstanding March 31, 1998      219,500         $0.25           54,875
                                 ---------                        -------
   Outstanding March 31, 1999      219,500          0.25           54,875

        Exercised                 (219,500)         0.25          (54,875)
                                 ---------                        -------
   Outstanding March 31, 2000         --                         $    --
                                 =========                        =======




















                                       -43-






<PAGE> 44
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements




     Pursuant to SFAS 123, "Accounting for Stock-Based Compensation," the
Company has elected to account for its stock option plans under Opinion No.
25, "Accounting for Stock Issued to Employees."  Accordingly no compensation
expense has been recognized for these stock option plans.  Pro forma
information regarding net income and earnings per share is required by SFAS
123, and has been determined as if the Company had accounted for its employee
stock options under the fair value method of that statement.  The fair value
of each option grant is estimated on the date of the grant using the Black-
Scholes option pricing model with the following weighted-average assumptions
used for grants in fiscal 2000 and 1999, respectively: dividend yield of 0%
and 0%, expected volatility of 62.53% and 54.68%, risk free interest rate of
6.09% and 4.99%, and an expected life of 5.0 and 5.0 years.

        Year of     Option     Exercise     Expected     Fair
         Grant      Shares      Price         Life       Value
        -------     ------     --------     --------     -----
         1999        96,000     $4.125        5.0        $2.17
         1999       144,000     $4.5375       5.0        $2.07
         2000        50,000     $4.125        5.0        $2.15


     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:

                          2000              1999              1998
                    ----------------   ---------------   ---------------
                       As       Pro       As      Pro       As      Pro
                    Reported   Forma   Reported  Forma   Reported  Forma
                    --------   -----   --------  -----   --------  -----
                              (In thousands, except share amounts)

Net income (loss)
  from continuing
  operations        $(1,207)  $(1,309) $(3,187) $(3,719)  $4,544   $4,261

Net income (loss)
  from continuing
  operations per
  share (basic)      $(0.25)   $(0.27)  $(0.68)  $(0.79)   $0.98    $0.92







                                       -44-


<PAGE> 45
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements



     The effects of applying SFAS 123 in this pro forma disclosure are not
indicative of future amounts, as SFAS 123 does not apply to awards prior to
1995 and additional awards are anticipated in future years.


(4)  Income Taxes

     At March 31, 2000, the Company had approximately $76,616,000 of net
operating loss carryforwards for tax purposes.  Realization of the benefits
of these carryforwards is dependent upon the Company's ability to generate
taxable earnings in future periods.  These carryforwards began to expire in
fiscal 2000.  The Company's ability to utilize its net operating loss
carryforwards may be substantially limited in the future under Section 382 of
the Internal Revenue Code ("IRC").  If the Company encounters a change of
control as defined in IRC Section 382, the carryforward would be limited to
an annual amount calculated based on market value.  The Company does not
believe a change of control, as defined, has occurred to date.

     The Company utilizes an asset and liability approach for financial
accounting and reporting for income taxes.  The major components of deferred
tax assets and liabilities follows:

                                        March 31, 2000    March 31, 1999
                                        --------------    --------------
     Deferred Tax Assets (Liabilities)
       Federal NOL Carryforwards         $ 26,049,454      $ 26,280,337
       Allowance for Bad Debts                505,101           458,585
       Book over tax depreciation
         and amortization                     567,172             7,150
       Accrued Workers Compensation           105,899           (22,044)
       Other accrued expenses                  17,408            20,505
                                           ----------        ----------
         Total deferred tax assets         27,245,034        26,744,533
         Valuation allowance              (27,245,034)      (26,744,533)
                                           ----------        ----------
           Net deferred tax asset        $     --          $     --
                                           ==========        ==========







                                       -45-






<PAGE> 46
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements



     The Company has provided a valuation allowance for the entire balance of
deferred tax assets at March 31, 2000 and 1999, as it is more likely than not
that the deferred tax asset will not be realized.

     The effective tax rates for the years ended March 31, 2000, 1999 and
1998 differ from the statutory tax rate of 34% primarily due to utilization
of net operating loss carryforwards.  Tax expense is generally limited to
alternative minimum tax.

     The following table sets forth a reconciliation of the tax provision
using statutory rates to the actual tax provision provided in the statements
of operations:

                                       2000       1999        1998
                                       ----       ----        ----

     Tax provision (benefit)
       utilizing statutory rates     $  (410)   $(1,084)    $ 1,545

     Utilization of NOL                  410      1,084      (1,405)
                                       -----      -----       -----
     Tax provision                   $   --     $   --     $   140
                                       =====      =====       =====


(5)  Related Parties

     During 2000, 1999 and 1998, the Company sold $1,936,000, $1,549,000 and
$113,000 and purchased $81,000, $131,000 and $139,000, respectively, of goods
and services from entities affiliated with individuals serving as officers
and/or directors of the Company.  These purchases and sales are transacted
using market rates.  These transactions are included in "contract drilling
revenue" and "contract drilling expense" or "other income or expense" in the
accompanying statements of operations.

     The related party transactions discussed in the preceding paragraph are
noninterest-bearing and are settled in the normal course of business.









                                       -46-




<PAGE> 47
                         TMBR/SHARP DRILLING, INC.



                       Notes to Financial Statements




(6)  Employee Benefits

     Effective May 1, 1995, the Company established the TMBR/Sharp Drilling,
Inc. Employee Retirement Plan which is a 401(K) profit sharing plan.  Company
contributions are discretionary and have been currently set at 25% for each
dollar contributed by each eligible employee, limited, however, to a maximum
of 5% of the employee's compensation.  The Company terminated the 401(K) plan
effective March 31, 1999.


(7)  Business Segments and Significant Customers

     The Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information", in 1999 which changes the way the
Company reports information about its operating segments.

     The Company operates in two reportable segments: (i) drilling and (ii)
oil and gas exploration and development.  The long-term financial performance
of each of the reportable segments is affected by similar economic
conditions.  Both reportable segments operate in the Permian Basin of West
Texas and Eastern New Mexico.

     The accounting policies of the segments are the same as those described
in Note 1 of Notes to Financial Statements.  The Company evaluates
performance based on profit or loss from operations before income taxes,
accounting changes, nonrecurring items and interest income and expense.

     The Company accounts for intersegment sales transfers as if the sales or
transfers were to third parties, that is, at current prices.















                                       -47-





<PAGE> 48
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements


     The following tables present information related to the Companies'
reportable segments.

                                          Years Ended March 31,
                                ----------------------------------------
                                   2000           1999           1998
                                ----------     ----------     ----------
                                             (In thousands)
Revenues:
  Contract drilling              $ 15,394       $ 12,948       $ 34,891
  Oil and gas                       3,169          1,476          2,126
                                  --------       --------       --------
                                 $ 18,563       $ 14,424       $ 37,017
                                  ========       ========       ========
Net income (loss) (a):
  Contract drilling              $   (333)      $   (126)      $  8,838
  Oil and gas                        (891)        (3,212)        (4,427)
                                  --------       --------       --------
                                   (1,224)        (3,338)         4,411
  Corporate income
    (expenses) (b)                     17            151            133
                                  --------       --------       --------
                                 $ (1,207)      $ (3,187)      $  4,544
                                  ========       ========       ========
Identifiable assets:
  Contract drilling              $ 16,350       $ 11,877       $ 17,775
  Oil and gas                       5,277          5,062          4,325
                                  --------       --------       --------
                                   21,627         16,939         22,100
  Corporate assets (c)              1,998          1,984          2,548
                                  --------       --------       --------
                                 $ 23,625       $ 18,923       $ 24,648
                                  ========       ========       ========
Depreciation, depletion and
 amortization:
  Contract drilling              $  1,730       $  1,449       $  2,188
  Oil and gas                       1,552          1,250          1,892
                                  --------       --------       --------
                                 $  3,282       $  2,699       $  4,080
                                  ========       ========       ========
Capital expenditures:
  Contract drilling              $  3,348       $    261       $  6,334
  Oil and gas                       2,923          4,242          3,847
                                  --------       --------       --------
                                 $  6,271       $  4,503       $ 10,181
                                  ========       ========       ========




                                       -48-


<PAGE> 49
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements


     (a)  General and administrative costs and other income are allocated
          between segments based on identifiable assets.

     (b)  Corporate income and expenses consist of interest income and
          expense.

     (c)  Corporate assets are those assets which are not specifically
          identifiable with a segment and consist primarily of cash and
          cash equivalents, short-term investments and prepaid expenses.

     For the years ended March 31, 2000, 1999 and 1998, contract drilling
revenues earned from individual customers constituting 10% or more of total
contract drilling revenues were:

     (a)  three customers in 2000 individually represented approximately
          20%, 15%, and 13% of drilling revenues,

     (b)  five customers in 1999 individually represented approximately
          20%, 15%, 14%, 13% and 11% of drilling revenues.

     (C)  two customers in 1998 individually represented approximately
          14%, and 12% of drilling revenues,


     The loss of one or more of the above customers could have a material
adverse effect on the Company, depending upon the demand for drilling rigs at
the time of such loss and the Company's ability to find new customers.

(8)  Contingencies

     In March, 1992, the Company was notified by the Texas Department of
Insurance that the Company's former workers' compensation insurance carriers,
Sir Lloyd's Insurance Company and its affiliate, Standard Financial Indemnity
Corporation ("SFIC"), had been placed in liquidation by order of the 201st
District Court of Travis County, Texas, on March 12, 1992 in Cause No. 92-
12765, The State of Texas vs. Sir Lloyd's Insurance Company and Sir Insurance
Agency, Inc., and in Cause No. 91-12766, The State of Texas vs. Standard
Financial Indemnity Corporation.  Approximately two months before being
ordered into liquidation, SFIC requested that the Company pay policy premiums
in the approximate amount of $646,476.  On July 22, 1993 the special deputy
receiver of SFIC billed the Company approximately $1,061,000 for
retrospective premiums, but adjusted the amount to $854,153 on January 12,
1994.

     In November, 1995, the Company was notified that a lawsuit had been



                                       -49-




<PAGE> 50
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements

filed in Travis County, Texas styled Texas property and Casualty Insurance
Guaranty Association vs. TMBR/Sharp Drilling, Inc. (Cause No. 95-12318).  The
Texas Property and Casualty Insurance Guaranty Association ("Guaranty
Association") was seeking a recovery of past workers' compensation claims
advanced by the Guaranty Association related to the Company's workers
compensation insurance program with SFIC.  The Guaranty Association was
seeking to recover a total of $803,057.

     On September 9, 1997, the Company entered into a settlement agreement
with the Guaranty Association.  The Company agreed to pay to the Guaranty
Association the sum of $375,000 in full satisfaction of any liability
relating the Company's workers compensation insurance program with SFIC and
Sir Lloyd's Insurance Company and the lawsuit brought by the Guaranty
Association.  The Company originally accrued $854,153 relating to the
Guaranty Association's claim for reimbursement.  As a result of the
settlement, the Company eliminated the accrual of $854,153 and the difference
between the accrued amount and the settlement amount of $479,153 was
recognized as miscellaneous income in the Company's financial statements for
the year ended March 31, 1998.

     In addition, the Company entered into a settlement agreement with the
insurance agent that represented the Company at the time the workers
compensation insurance policies were purchased from Sir Lloyd's and SFIC.
The agent paid the Company the sum of $180,000 in full settlement of all
claims and liabilities relating to SFIC and Sir Lloyd's Insurance Company.
This amount was recognized as miscellaneous income in the Company's financial
statements for the year ended March 31, 1998.

     The Company provided for its workers' compensation claims prior to
September 1997 based upon the most recent information available from its
insurance carrier concerning claims and estimated costs.  However, in future
years the Company may receive retroactive adjustments, both favorable and
unfavorable, related to estimates of claim costs for previous years, which
may be material to the Company's results of operations.  No provision for
retroactive adjustments to claim costs is recorded until the Company receives
notification from its insurance carrier because this amount, if any, cannot
be estimated.  For claims incurred November 1993 to September 1997, the
Company is generally responsible for the first $10,000 ($100,000 prior to
November 1993) in claim costs for each workers' compensation injury.
Currently the Company is covered by a fully insured workers compensation
policy.

     The Company is a defendant in various lawsuits generally incidental to
its business.  The Company does not believe that the ultimate resolution of
such litigation will have a significant effect on the Company's financial
position or results of operations.



                                       -50-




<PAGE> 51
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements



(9)  Supplemental Information Related to Oil and Gas Activities

     The Company's capitalized cost of oil and gas properties is as follows:

                                                        March 31,
                                                        ---------
                                                     2000        1999
                                                     ----        ----
                                                      (In thousands)

          Oil and gas properties                   $21,155     $18,742

          Accumulated depreciation,
            depletion and amortization             (15,972)    (13,680)
                                                    -------     -------
                                                   $ 5,183     $ 5,062
                                                    =======     =======

     The Company's costs incurred related to oil and gas property
acquisition, exploration and development activities are as follows:

                                              Years Ended March 31,
                                              ---------------------
                                          2000        1999        1998
                                          ----        ----        ----
                                                 (In thousands)

          Property acquisition costs    $   406     $   422     $   275

          Exploration costs               2,408       2,481       1,430

          Development costs                 109       1,339       2,141
                                         -------     -------     -------
                                        $ 2,923     $ 4,242     $ 3,846
                                         =======     =======     =======











                                       -51-





<PAGE> 52
                         TMBR/SHARP DRILLING, INC.


                       Notes to Financial Statements


     The Company's results of operations from oil and gas producing
activities are as follows:

                                              Years Ended March 31,
                                              ---------------------
                                          2000        1999        1998
                                          ----        ----        ----
                                                 (In thousands)
     Revenues                           $ 3,169     $ 1,476     $ 2,126

     Production costs                       926         803         944

     Dry holes and abandonments             509         946         476

     Depreciation, depletion and
       amortization                       1,552       1,250       1,892

     Writedown of oil and gas
       properties                           739       1,304       3,120

     Income tax provision                   --          --          --
                                         -------     -------     -------
     Results of operations from
       producing activities
       (excluding corporate
       overhead and interest costs)     $  (557)    $(2,827)    $(4,306)
                                         =======     =======     =======

(10) Unaudited supplemental oil and gas reserve information

     The reserve information presented below are only estimates.  There are
numerous uncertainties inherent in estimating quantities of proved reserves
and in projecting future rates of production and timing of development
expenditures, including many factors beyond the control of the Company.
Reserve engineering is a subjective process of estimating underground
accumulations of crude oil and natural gas that cannot be measured in an
exact manner, and the accuracy of any reserve estimate is a function of the
quality of available data and of engineering and geological interpretation
and judgment.  The quantities of oil and gas that are ultimately recovered,
production and operating costs, the amount and timing of future development
expenditures and future oil and gas prices may all differ from those assumed
in such estimates.

     In accordance with the Securities and Exchange Commission, the Company's
estimates of future net cash flows from the Company's proved properties and
the representative value thereof are made using oil and natural gas prices in
effect as of the dates of such estimates and are held constant throughout the





                                       -52-
<PAGE> 53
                        TMBR/SHARP DRILLING, INC.

                       Notes to Financial Statements


life of the properties.  Average prices used in estimating the future net
cash flows at March 31, 2000, 1999 and 1998 were as follows: $27.08, $13.37
and $14.88 per barrel of oil, respectively, and $2.467, $1.683 and $1.656 per
Mcf for natural gas, respectively.

     The following sets forth proved oil and gas reserves at March 31, 2000,
1999 and 1998:
<TABLE>
<CAPTION>
                                           2000                    1999                       1998
                                   ---------------------    ---------------------     ---------------------
                                     Oil         Gas          Oil         Gas           Oil         Gas
                                    MBbls        MMcf        MBbls        MMcf         MBbls        MMcf
                                   -------     ---------    -------     ---------     -------     ---------
                                                              (In thousands)
<S>                                <C>         <C>          <C>          <C>           <C>         <C>
Proved Reserves:

  Beginning of Year                 415.4      4,486.1       370.4       3,288.9       484.6       2,413.7

  Revisions of previous
    estimates                        93.6     (1,801.5)      (30.7)       (326.7)     (159.3)      1,069.2

  Improved recovery                  --           --          --            --                       --

  Purchases of minerals in
    place and extensions            174.2        875.4       143.8       2,092.3       131.9         247.5

  Sales of minerals in place         --           --          --            --         (13.9)         (1.9)

  Production                        (78.2)      (611.9)      (68.1)       (568.4)      (72.9)       (439.7)
                                    -----      -------       -----       -------       -----       -------
  End of year                       605.0      2,948.1       415.4       4,486.1       370.4       3,288.9
                                    =====      =======       =====       =======       =====       =======

Proved Developed Reserves:

  Beginning of year                 415.4      4,486.1       370.4       3,288.9       484.6       2,413.7
                                    -----      -------       -----       -------       -----       -------
  End of year                       605.0      2,948.1       415.4       4,486.1       370.4       3,288.9
                                    =====      =======       =====       =======       =====       =======
</TABLE>
     The reduction in estimate of approximately 1,801 Mmcf of natural gas
reserves can be attributed primarily to two natural gas wells.  Due to a
decline in the initial producing rate used in projections in the prior year
reserve report, the State 32 #1 well in Lea County, New Mexico reserves were
adjusted by approximately 878 Mmcf.  The prior year reserves were projected
without benefit of production history as this well was relatively new.  The
well is currently stable at 2,000 Mcf per day.  The Fuller Unit #1 well in
Ward County, Texas experienced a mechanical failure and the well bore was
lost.  The reduction in estimate of approximately 808 Mmcf, was related to
this well.  In addition, of the total $739,000 impairment of oil and gas
properties, approximately $553,000 was related to this well.
                                       -53-
<PAGE> 54
                         TMBR/SHARP DRILLING, INC.

                       Notes to Financial Statements


                                                    March 31,
                                             -----------------------
                                               2000           1999
                                               ----           ----
                                                  (In thousands)

     Standardized Measure

       Future cash inflows                   $21,912        $12,094

       Future production and
         development costs                    (5,695)        (3,211)
                                              -------        -------
       Future net cash flows                  16,217          8,883

       10% discount factor                    (5,731)        (2,434)
                                              -------        -------
       Discounted future net cash flows       10,486          6,449

       Discounted income taxes                   --             --
                                              -------        -------
       Standardized Measure                  $10,486        $ 6,449
                                              =======        =======


                                     2000        1999         1998
                                     ----        ----         ----
                                            (In thousands)

     Standardized measure,
       beginning of year           $ 6,449     $ 4,660      $ 5,665

     Revisions
          Prices and costs           1,960         207       (1,889)
          Accretion of discount        645         466          567
                                    -------     -------     --------
     Net revisions                   2,605         673       (1,322)

     Discoveries and additions       3,676       1,789        1,499
     Production                     (2,244)       (673)      (1,182)
                                    -------     -------      -------
     Standardized measure,
       end of year                 $10,486     $ 6,449      $ 4,660
                                    =======     =======      =======





                                       -54-




<PAGE> 55
Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

     None.
                                 PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The directors and officers of the Company at June 13, 2000 were as
follows:

                                                                   Director
                                                                 or Officer
     Name                Age         Position with Company          Since

Thomas C. Brown           73    Chairman of the Board of Directors
                                  and Chief Executive Officer        1982

Joe G. Roper              71    Director and President               1982

Donald L. Evans (1)       53    Director                             1982

David N. Fitzgerald (1)   77    Director                             1984

Don H. Lawson             61    Vice President - Operations          1992

Jeffrey D. Phillips       39    Vice President - Production          1997

Patricia R. Elledge       42    Controller/Treasurer                 1994

James M. Alsup            63    Secretary                            1982

--------------------------
(1)  Member of Compensation and Audit Committees

     Directors of the Company serve until the annual meeting of stockholders
to be held in August, 2000, and until their successors in office are elected
and qualified.  Each officer is appointed annually by the Company's Board of
Directors to serve at the Board's discretion and until his successor in
office is elected and qualified.

     Mr. Brown has served as a Director of the Company since 1982.  He is
presently Chairman of the Board of Directors and Chief Executive Officer of
the Company and has served in such capacities since 1990.  Mr. Brown is also
a Director of Tom Brown, Inc., the former parent of the Company.

     Mr. Roper has served as a Director of the Company since 1982.  He served
as Chairman of the Board of Directors and Chief Executive Officer of the
Company from 1982 until 1990 when he became President of the Company.




                                       -55-





<PAGE> 56
     Mr. Evans has been a Director of the Company since in 1982.  Mr. Evans
is currently the Chairman of the Board of Directors and Chief Executive
Officer of Tom Brown, Inc.

     Mr. Fitzgerald has served as a Director of the Company since 1984.  He
is the President and a shareholder of Dave Fitzgerald, Inc., a privately held
oilfield equipment sales company that Mr. Fitzgerald has owned and operated
since 1963.

     Mr. Lawson has been employed by the Company since 1967.  He has been the
Vice President - Operations of the Company since 1992.

     Mr. Phillips has been employed by the Company since 1995.  He has been
the Vice President - Production since 1997.  From 1993 to 1995 he was
Operations Manager for Staley Operating Co., a privately held exploration and
production company.

     Ms. Elledge was employed by the Company from September, 1989 to
December, 1993 when she resigned to relocate.  Ms. Elledge returned to the
Company in September, 1994 in her current capacity as Controller - Treasurer.

     Mr. Alsup has been the Secretary of the Company since 1982.  He has been
a partner in the law firm of Lynch, Chappell & Alsup since 1970.

     There are no family relationships between any of the Directors or
officers of the Company, except that Patricia R. Elledge is the daughter of
Joe G. Roper.

Item 11.  EXECUTIVE COMPENSATION

     The discussion under "Executive Compensation" in the Company's
definitive proxy statement for the 2000 annual meeting of shareholders is
incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The discussion under "Principal Shareholders" and the information
appearing under "Election of Directors" in the Company's definitive proxy
statement for the 2000 annual meeting of shareholders is incorporated herein
by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The discussion under "Executive Compensation - Certain Transactions" in
the Company's definitive proxy statement for the 2000 annual meeting of
stockholders is incorporated herein by reference.







                                       -56-





<PAGE> 57
                                  PART IV

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

                                                                         Page

  (a)1.   See Index to Financial Statements at Item 8                     28

  (a)2.   Financial Statement Schedules
            Years ended March 31, 2000, 1999 and 1998

          Schedule II - Valuation and Qualifying Accounts . . . .         59

               All other schedules are omitted as the
               required information is inapplicable or the
               information is presented in the Financial
               Statements or related notes.

  (a)3.   Exhibits:

      Exhibit 3.1 - Articles of Incorporation of the Company, as amended.
          (Incorporated by reference to Exhibit 3.1 in Registrant's Annual
          Report on Form 10-K dated June 28, 1991)

      Exhibit 3.2 - Bylaws of the Registrant, as amended.  (Incorporated
          by reference to Exhibit 3.2 in Registrant's Annual Report on Form
          10-K dated June 27, 1994)

          Executive Compensation Plans and Arrangements
          ---------------------------------------------
          (Exhibits 10.1 through and including Exhibit 10.26 constitute
          executive compensation plans and arrangements of the Registrant)

      Exhibit 10.1 - Incentive Stock Option Plan. (Incorporated by
          reference to Exhibit 10.3 in Registrant's Registration Statement on
          Form 10 as amended, effective October 9, 1984)

      Exhibit 10.2 - Nonqualified Stock Option Agreement dated August
          29, 1990, between Thomas C. Brown and the Registrant.
          (Incorporated by reference to Exhibit 10.15 in Registrant's Annual
          Report on form 10-K dated June 25, 1993)

      Exhibit 10.3 - Nonqualified Stock Option Agreement dated August
          30, 1988, between Joe G. Roper and the Registrant.  (Incorporated
          by reference to Exhibit 10.17 in Registrant's Annual Report on Form
          10-K dated June 25, 1993)

      Exhibit 10.4 - Incentive Stock Option Agreement dated November 16,
          1993 between Joe G. Roper and the Registrant.  (Incorporated by
          reference to Exhibit 10.5 in Registrant's Annual Report on Form 10-
          K dated June 27, 1994)




                                       -57-



<PAGE> 58
      Exhibit 10.5 - Incentive Stock Option Agreement dated December 4,
          1992 between Patricia R. Elledge and the Registrant.  (Incorporated
          by reference to Exhibit 10.20 in Registrant's Annual Report on Form
          10-K dated June 25, 1993)

      Exhibit 10.6 - Incentive Stock Option Agreement dated December 4,
          1992 between Don H. Lawson and the Registrant.  (Incorporated by
          reference to Exhibit 10.21 in Registrant's Annual Report on Form
          10-K dated June 25, 1993)

      Exhibit 10.7 - Incentive Stock Option Agreement dated November 16,
          1993 between Don H. Lawson and the Registrant.  (Incorporated by
          reference to Exhibit 10.10 in Registrant's Annual Report on Form
          10-K dated June 27, 1994)

      Exhibit 10.8 - 1994 Stock Option Plan.  (Incorporated by reference
          to Exhibit 10.10 in Registrant's Annual Report on Form 10-K dated
          June 28, 1995)

      Exhibit 10.9 - TMBR/Sharp Drilling, Inc. Employee Retirement Plan.
          (Incorporated by reference to Exhibit 10.11 in Registrant's Annual
          Report on Form 10-K dated June 28, 1995)

      Exhibit 10.10 - 1998 Stock Option Plan (Incorporated by reference to
          Exhibit 10.1 in Registrant's Quarterly Report on Form 10-Q dated
          November 12, 1998)

      Exhibit 10.11 - Incentive Stock Option Agreement dated September 1,
          1998, between Don H. Lawson and the Registrant.  (Incorporated by
          reference to Exhibit 10.18 in Registrant's Annual Report on Form
          10-K dated June 29, 1999)

      Exhibit 10.12 - Incentive Stock Option Agreement dated September 1,
          1998, between Jeffrey D. Phillips and the Registrant.
          (Incorporated by reference to Exhibit 10.19 in Registrant's Annual
          Report on Form 10-K dated June 29, 1999)

      Exhibit 10.13 - Incentive Stock Option Agreement dated September 1,
          1998, between Patricia R. Elledge and the Registrant.
          (Incorporated by reference to Exhibit 10.20 in Registrant's Annual
          Report on Form 10-K dated June 29, 1999)

      Exhibit 10.14 - Incentive Stock Option Agreement dated September 1,
          1998, between Joe G. Roper and the Registrant.  (Incorporated by
          reference to Exhibit 10.21 in Registrant's Annual Report on Form
          10-K dated June 29, 1999)

      Exhibit 10.15 - Incentive Stock Option Agreement dated September 1,
          1998, between Thomas C. Brown and the Registrant.  (Incorporated by
          reference to Exhibit 10.22 in Registrant's Annual Report on Form
          10-K dated June 29, 1999)



                                       -58-




<PAGE> 59
      Exhibit 10.16 - First Amended and Restated Nonstatutory Stock Option
          Agreement dated September 1, 1998, between Patricia R. Elledge and
          the Registrant.  (Incorporated by reference to Exhibit 10.23 in
          Registrant's Annual Report on Form 10-K dated June 29, 1999)

      Exhibit 10.17 - First Amended and Restated Nonstatutory Stock Option
          Agreement dated September 1, 1998, between Jeffrey D. Phillips and
          the Registrant.  (Incorporated by reference to Exhibit 10.24 in
          Registrant's Annual Report on Form 10-K dated June 29, 1999)

      Exhibit 10.18 - First Amended and Restated Nonstatutory Stock Option
          Agreement dated September 1, 1998, between Joe G. Roper and the
          Registrant.  (Incorporated by reference to Exhibit 10.25 in
          Registrant's Annual Report on Form 10-K dated June 29, 1999)

      Exhibit 10.19 - First Amended and Restated Nonstatutory Stock Option
          Agreement dated September 1, 1998, between Thomas C. Brown and the
          Registrant.  (Incorporated by reference to Exhibit 10.26 in
          Registrant's Annual Report on Form 10-K dated June 29, 1999)

      Exhibit 10.20 - Form of Stock Purchase Agreement, dated as of February
          13, 1997, between the Registrant and the stockholders named therein
          (Incorporated by reference to Exhibit 10.1 in the Registrant's
          Registration Statement on Form S-3, No. 333-23391)

      Exhibit 10.21 - Loan Agreement dated May 26, 1998 between Norwest
          Bank, Texas N. A. and the Registrant.  (Incorporated by reference
          to Exhibit 10.18 in Registrant's Annual Report on Form 10-K dated
          June 26, 1998)

     *Exhibit 23.1 - Consent of Arthur Andersen LLP

     *Exhibit 23.2 - Consent of Joe C. Neal & Associates

     *Exhibit 27 - Financial Data Schedule

----------------------------------
*Filed herewith

(b)  No reports on Form 8-K were filed during the last quarter of fiscal
2000.











                                       -59-






<PAGE> 60
                                                                Schedule II
                                                                -----------



                         TMBR/SHARP DRILLING, INC.

                     Valuation and Qualifying Accounts

                 Years ended March 31, 2000, 1999 and 1998

                              (In thousands)



                                                   Recoveries
                         Balance at   Additions    or other     Balance
                         beginning    charged to   reserve      at end
    Description          of year      operations   reductions   of year
---------------------    ----------   ----------   ----------   -------

Allowance for
  doubtful accounts:

          2000            $ 1,349      $  137        $    --    $ 1,486

          1999            $ 1,135      $  214        $    --    $ 1,349

          1998            $ 1,135      $   --        $    --    $ 1,135





















                                       -60-








<PAGE> 61
                                SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d) 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.

                                        TMBR/SHARP DRILLING, INC.




June 28, 2000                           By /s/ Thomas C. Brown
                                           --------------------------------
                                           Thomas C. Brown, Chairman
                                           of the Board of Directors



     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 on the dates indicated.



June 28, 2000                               /s/ Thomas C. Brown
                                           --------------------------------
                                           Thomas C. Brown, Chairman
                                           of the Board of Directors
                                           (Principal Executive Officer)


June 28, 2000                               /s/ Joe G. Roper
                                           --------------------------------
                                           Joe G. Roper, President and
                                           Director


June 28, 2000                               /s/ Patricia R. Elledge
                                           --------------------------------
                                           Patricia R. Elledge, Controller/
                                           Treasurer (Principal Financial
                                           Officer)


June 28, 2000                               /s/ David N. Fitzgerald
                                           --------------------------------
                                           David N. Fitzgerald, Director



June 28, 2000                               /s/ Donald L. Evans
                                           --------------------------------
                                           Donald L. Evans, Director


                                       -61-

<PAGE> 62
                             INDEX TO EXHIBITS




                              Description                     Page No.
                              -----------                     --------


Exhibit 3.1    Articles of Incorporation of the Company, as
               amended.  (Incorporated by reference to
               Exhibit 3.1 in Registrant's Annual Report on
               Form 10-K dated June 28, 1991)

Exhibit 3.2    Bylaws of the Company, as amended.  (Incor-
               porated by reference to Exhibit 3.2 in
               Registrant's Annual Report on Form 10-K dated
               June 27, 1994)

               Executive Compensation Plans and Arrangements
               ---------------------------------------------
               (Exhibits 10.1 through and including Exhibit
               10.9 constitute executive compensation plans
               and arrangements of the Registrant)

Exhibit 10.1   Incentive Stock Option Plan (Incorporated by
               reference to Exhibit 10.3 in Registrant's
               Registration Statement on Form 10, as amended,
               effective October 9, 1984)

Exhibit 10.2   Nonqualified Stock Option Agreement dated
               August 29, 1990, between Thomas C. Brown and
               the Registrant.  (Incorporated by reference to
               Exhibit 10.15 in Registrant's Annual Report on
               Form 10-K dated June 25, 1993)

Exhibit 10.3   Nonqualified Stock Option Agreement dated
               August 30, 1988, between Joe G. Roper and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.17 in Registrant's Annual Report on
               Form 10-K dated June 25, 1993)

Exhibit 10.4   Incentive Stock Option Agreement dated
               November 16, 1993 between Joe G. Roper and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.5 in Registrant's Annual Report on
               Form 10-K dated June 27, 1994)

Exhibit 10.5   Incentive Stock Option Agreement dated
               December 4, 1992 between Patricia R. Elledge
               and the Registrant.  (Incorporated by
               reference to Exhibit 10.20 in Registrant's
               Annual Report on Form 10-K dated June 25,
               1993)


                                       -62-


<PAGE> 63
Exhibit 10.6   Incentive Stock Option Agreement dated
               December 4, 1992 between Don H. Lawson and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.21 in Registrant's Annual Report on
               Form 10-K dated June 25, 1993)

Exhibit 10.7   Incentive Stock Option Agreement dated
               November 16, 1993 between Don H. Lawson and
               the Registrant.  (Incorporated by reference to
               Exhibit 10.10 in Registrant's Annual Report on
               Form 10-K dated June 27, 1994)

Exhibit 10.8   1994 Stock Option Plan.  (Incorporated by
               reference to Exhibit 10.10 in Registrant's
               Annual Report on Form 10-K dated June 28,
               1995)

Exhibit 10.9   TMBR/Sharp Drilling, Inc. Employee Retirement
               Plan.  (Incorporated by reference to Exhibit
               10.11 in Registrant's Annual Report on Form
               10-K dated June 28, 1995)

Exhibit 10.10  1998 Stock Option Plan (Incorporated by reference
               to Exhibit 10.1 in Registrant's Quarterly
               Report on Form 10-Q dated November 12, 1998)

Exhibit 10.11  Incentive Stock Option Agreement dated September 1,
               1998, between Don H. Lawson and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.18 in Registrant's Annual Report on
               Form 10-K dated June 29, 1999)

Exhibit 10.12  Incentive Stock Option Agreement dated September 1,
               1998, between Jeffrey D. Phillips and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.19 in Registrant's Annual Report on
               Form 10-K dated June 29, 1999)

Exhibit 10.13  Incentive Stock Option Agreement dated September 1,
               1998, between Patricia R. Elledge and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.20 in Registrant's Annual Report on
               Form 10-K dated June 29, 1999)

Exhibit 10.14  Incentive Stock Option Agreement dated September 1,
               1998, between Joe G. Roper and the Registrant.
               (Incorporated by reference to Exhibit 10.21 in
               Registrant's Annual Report on Form 10-K dated
               June 29, 1999)

Exhibit 10.15  Incentive Stock Option Agreement dated September 1,
               1998, between Thomas C. Brown and the
               Registrant.  (Incorporated by reference to
               Exhibit 10.22 in Registrant's Annual Report on
               Form 10-K dated June 29, 1999)


                                       -63-

<PAGE> 64
Exhibit 10.16  First Amended and Restated Nonstatutory Stock Option
               Agreement dated September 1, 1998, between
               Patricia R. Elledge and the Registrant.
               (Incorporated by reference to Exhibit 10.23 in
               Registrant's Annual Report on Form 10-K dated
               June 29, 1999)

Exhibit 10.17  First Amended and Restated Nonstatutory Stock Option
               Agreement dated September 1, 1998, between
               Jeffrey D. Phillips and the Registrant.
               (Incorporated by reference to Exhibit 10.24 in
               Registrant's Annual Report on Form 10-K dated
               June 29, 1999)

Exhibit 10.18  First Amended and Restated Nonstatutory Stock Option
               Agreement dated September 1, 1998, between Joe
               G. Roper and the Registrant. (Incorporated by
               reference to Exhibit 10.25 in Registrant's
               Annual Report on Form 10-K dated June 29,
               1999)

Exhibit 10.19  First Amended and Restated Nonstatutory Stock Option
               Agreement dated September 1, 1998, between
               Thomas C. Brown and the Registrant.
               (Incorporated by reference to Exhibit 10.26 in
               Registrant's Annual Report on Form 10-K dated
               June 29, 1999)

Exhibit 10.20  Form of Stock Purchase Agreement, dated as of
               February 13, 1997, between the Registrant and
               the stockholders named therein (Incorporated
               by reference to Exhibit 10.1 in the
               Registrant's Registration Statement on Form S-
               3, No. 333-23391)

Exhibit 10.21  Loan Agreement dated May 26, 1998 between Norwest
               Bank, Texas N. A. and the Registrant.
               (Incorporated by reference to Exhibit 10.18 in
               Registrant's Annual Report on Form 10-K dated
               June 26, 1998)

*Exhibit 23.1  Consent of Arthur Andersen LLP                      67

*Exhibit 23.2  Consent of Joe C. Neal & Associates                 68

*Exhibit 27    Financial Data Schedule                             69

--------------------
     *Filed herewith





                                       -64-




<PAGE> 65
                                                               Exhibit 23.1


                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



     As independent public accountants, we hereby consent to the
incorporation by reference of our report included in this Form 10-K into
the Company's previously filed Registration Statements on Form S-8
(registration No. 33-46699, No. 33-89878 and No. 333-32028) and the Company's
previously filed registration statement on Form S-3, No. 333-23391.




                                       /s/  ARTHUR ANDERSEN LLP

Dallas, Texas,
  June 28, 2000




























                                       -65-










<PAGE> 66

                                                               Exhibit 23.2


                CONSENT OF INDEPENDENT PETROLEUM ENGINEERS



               As independent petroleum engineers, we hereby consent to the
incorporation by reference of our report included in this Form 10-K into the
Company's previously filed Registration Statements on Form S-8 (registration
No. 33-46699, No. 33-898878 and No. 333-32028) and the Company's previously
filed registration statement on Form S-3, No. 333-23391.





                                              /s/  JOE C. NEAL & ASSOCIATES


Midland, Texas
  June 28, 2000






























                                       -66-