<PAGE> 1





                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549

                                      Form 10-Q
                                 ____________________

     (Mark One)
     (X)           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 1999

                                          OR

     ( )          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from        to

                            Commission file number 0-12757

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

                     TEXAS                                    75-1835108
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                   Identification No.)

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

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

          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  the number  of shares  outstanding of  each of  the issuer's
     classes of common stock, as of the latest practicable date.

          Common Stock, $.10 Par Value         Outstanding at November 8, 1999
                (Title of Class)                         4,710,886








<PAGE> 2
                              TMBR/SHARP DRILLING, INC.
                                   FORM 10-Q REPORT

                                        INDEX



                                                                        Page No.

     Part I.  Financial Information (Unaudited)

       Item 1.  Financial Statements

                Balance Sheets, September 30, 1999 and
                  March 31, 1999 . . . . . . . . . . . . . . . . . . . .   3

                Statements of Operations, Three Months
                  Ended September 30, 1999 and 1998 . .  . . . . . . . .   5

                Statements of Operations, Six Months
                  Ended September 30, 1999 and 1998  . . . . . . . . . .   7

                Statements of Stockholders'
                  Equity   . . . . . . . . . . . . . . . . . . . . . . .   9

                Statements of Cash Flows, Six Months
                  Ended September 30, 1999 and 1998 . .  . . . . . . . .  10

                Notes to Financial Statements  . . . . . . . . . . . . .  11

       Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations  . . . . . . . . .  15

       Item 3.  Quantitative and Qualitative Disclosures
                  About Market Risk  . . . . . . . . . . . . . . . . . .  18


     Part II.  Other Information

       Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . .  18

       Item 4.  Submission of Matters to a Vote of
                  Security Holders . . . . . . . . . . . . . . . . . . .  18

       Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . .  19








                                         -2-





<PAGE> 3
     PART ONE - FINANCIAL INFORMATION (UNAUDITED)

     Item 1.  FINANCIAL STATEMENTS


                              TMBR/SHARP DRILLING, INC.
                                    BALANCE SHEETS
                  September 30, 1999 (Unaudited) and March 31, 1999
                        (In thousands, except per share data)



                                                 September 30,
                                                     1999            March 31,
       ASSETS                                     (Unaudited)          1999
       ------                                    -------------      -----------

     Current assets:
       Cash and cash equivalents                   $    121         $   1,195
       Marketable securities                             49                49
       Trade receivables,
         net of allowance for doubtful
           accounts of $1,349 at both
           September 30, and March 31, 1999           3,644             3,451
       Inventories                                       58                94
       Deposits                                          73                73
       Other                                            458               567
                                                    --------          --------
         Total current assets                         4,403             5,429
                                                    --------          --------

     Property and equipment, at cost:
       Drilling equipment                            49,383            48,868
       Oil and gas properties, based on
         successful efforts accounting               19,573            18,742
       Other property and equipment                   3,569             3,569
                                                    --------          --------
                                                     72,525            71,179

     Less accumulated depreciation,
       depletion and amortization                   (58,910)          (57,858)
                                                    --------          --------

         Net property and equipment                  13,615            13,321
                                                    --------          --------

     Other assets                                       173               173
                                                    --------          --------
         Total assets                              $ 18,191          $ 18,923
                                                    ========          ========

     See accompanying notes to financial statements.

                                         -3-





<PAGE> 4
                              TMBR/SHARP DRILLING, INC.
                                    BALANCE SHEETS
                  September 30, 1999 (Unaudited) and March 31, 1999
                        (In thousands, except per share data)


                                                September 30,
                                                    1999            March 31,
     LIABILITIES AND STOCKHOLDERS' EQUITY        (Unaudited)          1999
     ------------------------------------       ------------       -----------

     Current liabilities:
       Trade payables                             $   1,515          $  1,424
       Other                                            847               764
                                                    --------          --------
          Total current liabilities                   2,362             2,188
                                                    --------          --------


     Contingencies

     Stockholders' equity:
       Common stock, $0.10 par value
         Authorized, 50,000,000 shares;
         issued 5,979,625 shares at
         September 30, and March 31, 1999               598               598
       Additional paid-in capital                    69,526            69,429
       Accumulated deficit                          (54,107)          (53,104)
       Accumulated other comprehensive
         income (loss)                                  (38)              (38)
       Treasury stock-common, 1,268,739
         shares at September 30, and
         March 31, 1999, at cost                       (150)             (150)
                                                    --------          --------
          Total stockholders' equity                 15,829            16,735
                                                    --------          --------
          Total liabilities and
            stockholders' equity                  $  18,191         $  18,923
                                                    ========          ========

     See accompanying notes to financial statements.












                                         -4-





<PAGE> 5
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
              Three months ended September 30, 1999 and 1998 (Unaudited)
                        (In thousands, except per share data)




                                                      Three months ended
                                                         September 30,
                                                 -----------------------------
                                                    1999              1998
                                                 -----------       -----------
       Revenues:
          Contract drilling                     $     3,445       $     3,293
          Oil and gas                                   768               506
                                                 -----------       -----------
              Total revenues                          4,213             3,799
                                                 -----------       -----------

       Operating costs and expenses:
          Contract drilling                           2,962             2,515
          Oil and gas production                        173               144
          Dry holes and abandonments                    272               392
          Depreciation, depletion and
            amortization                                612               685
          General and administrative                    557               562
                                                 -----------       -----------
              Total operating costs
                and expenses                          4,576             4,298
                                                 -----------       -----------
              Operating (loss) income                  (363)             (499)
                                                 -----------       -----------

       Other income:
          Interest                                        9                51
          Gain on sales of assets                       106                16
          Other, net                                     --                --
                                                 -----------       -----------
          Total other income                            115                67
                                                 -----------       -----------
       Net (loss) income before income
          tax benefit (provision)                      (248)             (432)
       Benefit (provision) for
          income taxes                                   --                 9
                                                 -----------       -----------

       Net (loss) income                         $     (248)      $      (423)
                                                 ===========       ===========

     See accompanying notes to financial statements.






                                         -5-

<PAGE> 6
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
              Three months ended September 30, 1999 and 1998 (Unaudited)
                        (In thousands, except per share data)




                                                      Three months ended
                                                         September 30,
                                                 -----------------------------
                                                    1999              1998
                                                 -----------       -----------

     Net (loss) income per common share:

       Basic                                  $       (.05)       $      (.09)
       Diluted                                        (.05)              (.09)
                                                 ===========       ===========

     Weighted average number of
       common shares outstanding:

       Basic                                      4,710,886         4,710,886
       Diluted                                    4,710,886         4,710,886
                                                 ===========       ===========

     See accompanying notes to financial statements.




























                                         -6-


<PAGE> 7
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Six months ended September 30, 1999 and 1998 (Unaudited)
                        (In thousands, except per share data)




                                                       Six months ended
                                                         September 30,
                                                 -----------------------------
                                                    1999              1998
                                                 -----------       -----------
       Revenues:
          Contract drilling                      $    5,169       $     9,563
          Oil and gas                                 1,249             1,004
                                                 -----------       -----------
              Total revenues                          6,418            10,567
                                                 -----------       -----------

       Operating costs and expenses:
          Contract drilling                           4,675             7,102
          Oil and gas production                        418               319
          Dry holes and abandonments                    353               587
          Depreciation, depletion and
            amortization                              1,166             1,405
          General and administrative                    959             1,011
                                                 -----------       -----------
              Total operating costs
                and expenses                          7,571            10,424
                                                 -----------       -----------
              Operating (loss) income                (1,153)              143
                                                 -----------       -----------

       Other income:
          Interest                                       26                93
          Gain on sales of assets                       106                20
          Other, net                                     18                --
                                                 -----------       -----------
          Total other income                            150               113
                                                 -----------       -----------
       Net (loss) income before income
          tax provision                              (1,003)              256
       Provision for income taxes                        --                (5)
                                                 -----------       -----------

       Net (loss) income                         $   (1,003)      $       251
                                                 ===========       ===========

     See accompanying notes to financial statements.






                                         -7-


<PAGE> 8
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Six months ended September 30, 1999 and 1998 (Unaudited)
                        (In thousands, except per share data)




                                                       Six months ended
                                                         September 30,
                                                 -----------------------------
                                                    1999              1998
                                                 -----------       -----------

     Net (loss) income per common share:

       Basic                                      $    (.21)      $       .05
       Diluted                                         (.21)              .05
                                                 ===========       ===========

     Weighted average number of
       common shares outstanding:

       Basic                                      4,710,886         4,710,886
       Diluted                                    4,710,886         5,311,259
                                                 ===========       ===========

     See accompanying notes to financial statements.



























                                         -8-



<PAGE> 9

                              TMBR/SHARP DRILLING, INC.

                          STATEMENTS OF STOCKHOLDERS EQUITY

                 Six Months Ended September 30, 1999 (Unaudited) and

                         Year Ended March 31, 1999 (Audited)

                                    (In thousands)



<TABLE>
<CAPTION>

                                                                            Accumulated
                               Common Stock     Additional                     Other       Treasury Stock       Total
                              --------------     Paid-In     Accumulated   Comprehensive   --------------    Stockholders'
                              Shares  Amount     Capital       Deficit     Income (Loss)   Shares  Amount       Equity
                              ------  ------     -------     -----------   -------------   ------  ------    ------------
         <S>                  <C>     <C>       <C>           <C>              <C>          <C>    <C>         <C>
         Balance,
           March 31, 1999     5,980   $ 598     $ 69,429      $(53,104)        $(38)        1,270  $(150)      $16,735

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

         Net loss                --      --           --        (1,003)          --            --     --        (1,003)
                              -----    -----     --------      --------         ----       -------  -----       -------

         Balance,
           September 30,
             1999             5,980   $ 598     $ 69,526      $(54,107)        $(38)        1,270  $(150)      $15,829
                              =====    =====     ========      ========         ====       =======  =====       =======
</TABLE>
     See accompanying notes to financial statements.


















                                         -9-




<PAGE> 10
                               TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF CASH FLOWS
           For the six months ended September 30, 1999 and 1998 (Unaudited)
                                    (In thousands)


                                                  Six months ended September 30,
                                                  ------------------------------
                                                    1999                 1998
                                                  ---------            ---------
    Cash flows from operating activities:
      Net (loss) income                           $ (1,003)            $    251
      Adjustments to reconcile net income
      to net cash provided by
          operating activities:
           Depreciation, depletion and
            amortization                             1,166                1,405
           Dry holes and abandonments                  353                  587
           Gain on sales of assets                    (106)                 (20)
           Grant of stock options                       97                   --
           Changes in assets and liabilities:
            Trade receivables                         (193)               1,963
            Deposits                                    --                  (31)
            Inventories and other assets               145                   50
            Trade payables                              91                  (81)
            Accrued interest and other liabilities      83                 (958)
                                                   --------             --------
             Total adjustments                       1,636                2,915
                                                   --------             --------
             Net cash provided by
              operating activities                     633                3,166

    Cash flows from investing activities:
      Additions to property and equipment           (1,837)              (2,196)
      Proceeds from sales of property and
        equipment                                      130                   69
                                                   --------             --------
             Net cash required by
              investing activities                  (1,707)              (2,127)

    Cash flows from financing activities:
                                                   --------             --------
             Net cash provided by
              financing activities                      --                   --
                                                   --------             --------
             Net (decrease) increase in
              cash and cash equivalents             (1,074)               1,039

    Cash and cash equivalents at beginning
      of period                                      1,195                1,623
                                                   --------             --------
    Cash and cash equivalents at end of
      period                                       $   121              $ 2,662
                                                   ========             ========

    See accompanying notes to financial statements.

                                         -10-

<PAGE> 11

                              TMBR/SHARP DRILLING, INC.
                            NOTES TO FINANCIAL STATEMENTS



          The amounts presented in the  balance sheet as of March 31,  1999 were
     derived from the  Company's audited  financial statements  included in  its
     Form  10-K Report  filed  for the  year  then  ended.   The  notes to  such
     statements are incorporated herein by reference.


     (1) Management's Representation

          In  the opinion  of management,  the accompanying  unaudited financial
     statements contain all adjustments (all of which are  of a normal recurring
     nature)  necessary to present fairly the Company's financial position as of
     September 30,  1999 and March 31,  1999, the results of  operations for the
     three and six months ended  September 30, 1999 and 1998, and the cash flows
     for the six month periods ended September 30, 1999 and 1998.

          While the Company believes that the disclosures presented are adequate
     to  make the  information  not  misleading,  it  is  suggested  that  these
     condensed financial  statements be read  in conjunction with  the financial
     statements and the related notes in the Company's Annual Report on Form 10-
     K for the fiscal year ended March 31, 1999.


     (2) Summary of Significant Accounting Policies

     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 September
     30,  1999 was approximately $49,000.   An unrealized  loss of approximately
     $38,000  was  deducted  from stockholders  equity  and  was  included as  a
     component of other comprehensive income.

     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


                                         -11-

<PAGE> 12

     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.   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.

          Depletion, depreciation  and amortization  of capitalized oil  and gas
     property  costs was 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.

          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.

     Net Income (Loss) Per Common Share

          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.


     (3)  Debt

          Line of Credit

          On January  16, 1996, the Company  entered into a loan  agreement with
     Norwest  Bank  Texas,  N.A.  ("Norwest")  that  provided for  a  $3,000,000
     revolving line of credit secured by the Company's drilling rigs and related
     equipment, accounts receivable and inventory.  Borrowings under the line of
     credit bore  interest at the  Norwest Bank Minnesota,  National Association
     base rate and the interest was payable  monthly.  The loan agreement had an
     extended maturity date  of April 15, 1998,  at which time, the  outstanding
     principal and all of the accrued and unpaid interest were due and payable.


                                         -12-

<PAGE> 13

          In August, 1996, the Company entered into a second loan agreement with
     Norwest.  The  second loan  agreement provided for  a $2,000,000  revolving
     line of credit secured by substantially  all of the Company's producing oil
     and  gas properties.  Borrowings under the  line of credit bore interest at
     the  Norwest base rate and  the interest was payable  monthly.  The line of
     credit had an extended maturity date of April 15, 1998,  at which time, the
     principal  amount outstanding  was due  and payable,  plus any  accrued and
     unpaid interest.   The borrowings under  both loan agreements were  paid in
     full in February, 1997.

          On May 26, 1998, the Company renewed, extended and rearranged its loan
     agreements with  Norwest Bank Texas, N.A..   The amended  and restated loan
     agreement provides for a $5,000,000 revolving line of credit secured by the
     Company's  drilling rigs  and  related equipment,  accounts receivable  and
     inventory.   Borrowings  under the  line  of credit  bear interest  at  the
     Norwest Bank base rate and interest is payable monthly.  The loan agreement
     terminates on May 26, 2000.  No amounts were outstanding under the line  of
     credit on September 30, 1999.


     (4)  Stockholders' Equity

          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  outstanding and  exercisable
     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.

          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 (including  officers  and
     directors who are also key employees) 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.



                                         -13-

<PAGE> 14

          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 outstanding
     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, 1999, options to  purchase
     140,000  shares were exercisable.  The remaining 100,000 shares will become
     exercisable  over a  three year  period.   The following  table sets  forth
     certain information concerning these options.

                                          Number
                                            of              Option
                                          Shares         Exercise Price
                                        Underlying     -------------------
                                         Options       Per Share     Total
                                        ----------     -------------------

     Outstanding March  31, 1999         572,500    $4.125-4.5375    $2,420,963

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

     Outstanding September 30,
       1999                              567,500    $4.125-4.5375    $2,400,338
                                         =======     ============     =========

          1998 Stock Option Plan

          In  September  1998,  the  Company  adopted,  subject  to  stockholder
     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 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.
     These  nonqualified options were granted  on September 1,  1998, subject to
     stockholder  approval, at $4.125 per share and became exercisable on August
     31, 1999,  the date on which  the stockholders 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.

          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.




                                         -14-





<PAGE> 15

     (6)  Employee Benefits

          Effective  May  1,  1995,   the  Company  established  the  TMBR/Sharp
     Drilling, Inc. Employee Retirement  Plan which was a 401(K)  profit sharing
     plan.   Company contributions  were discretionary and  were 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 May 5, 1999.

     (7)  Contingencies

          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 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

          In  addition  to  historical  information,  this  discussion  contains
     certain  forward-looking statements  that  involve risks  and uncertainties
     about the business,  long-term strategy, financial condition and  future of
     the Company.   Factors that may  affect future results are  included in the
     discussion  below and in Part I,  Items 1 and 2 of  the Company's Form 10-K
     for the year ended  March 31, 1999.  Although the Company believes that the
     expectations  reflected in such  forward-looking statements are reasonable,
     it can  give no assurance  that such expectations  will prove to  have been
     correct, and  actual results  could differ  materially from  those forward-
     looking statements.

     Results of Operations

          Total  revenues were $4,213,000 and  $6,418,000 for the  three and six
     months ended September 30,  1999 which represents an  11% increase for  the
     three months ended September 30, 1999 and a 39% decrease for the six months
     ended September  30,  1999 when  compared  to  the same  periods  in  1998.
     Operating expenses  as a percent  of revenues  were 109% and  118% for  the
     three  and six months ended September 30,  1999 versus 113% and 99% for the
     same  periods of the  prior year.   Although the Company has  seen a slight
     increase in  demand during the three  months ended September 30,  1999, the
     six  month  operating results  were negatively  affected  by a  decrease in
     demand for the  Company's contract  drilling services which  resulted in  a
     decrease in  rig  utilization rates.    In recent  weeks,  the Company  has
     experienced an approximate 10%  increase in the average price  received for
     contract drilling services.  But, six month results are negatively impacted
     by  downward pressure on the  average price received  for contract drilling
     services.   Rig utilization rates  were 32% and  24% for the three  and six
     months ended September 30, 1999 compared to 29% and 38% in the same periods
     in 1998.


                                         -15-




<PAGE> 16

          Oil and gas revenues  increased by approximately  52% and 24% for  the
     three and six months  ended September 30, 1999, respectively  when compared
     to the  same  periods in  1998.   This  increase is  primarily due  to  the
     increase in the prices received for crude oil and natural gas.  Oil and gas
     production expenses increased  by 20% and 31% for the  three and six months
     ended  September  30, 1999  compared  to the  three  and  six months  ended
     September  30, 1998.  This  increase is attributable  to major workovers of
     two wells.

          In  fiscal   1999,  the  Company  recognized  a   non-cash  charge  of
     approximately $1.3 million due to a  writedown of the carrying value of its
     oil  and gas  properties.   As  a result  of this  writedown, depreciation,
     depletion and amortization expense  decreased by approximately 11%  and 17%
     compared to the three and six months ended September 30, 1998.

          Net working capital was $2.0 million at September 30, 1999 compared to
     $3.2 million at March 31, 1999.

     Liquidity and Capital Resources

          In  January 1996,  the  Company entered  into  a loan  agreement  with
     Norwest providing for a  revolving credit facility (the  "Credit Facility")
     originally maturing on January 15, 1998.  The aggregate principal amount of
     the  Company's borrowings outstanding at  any one time  under the revolving
     facility  was limited  to the lesser  of $3.0  million or  one-third of the
     borrowing  base amount  then  in effect.   The  borrowing  base amount  was
     redetermined  by Norwest monthly.   The Credit Facility  was established to
     finance the  Company's purchases of drill pipe  and oil and gas exploration
     activities.  Interest  only was  payable monthly and  the entire  principal
     amount was due and payable on January 15, 1998, which was extended to April
     15, 1998.  The Credit Facility bore interest at Norwest's base rate and was
     secured by substantially all of the Company's accounts receivable, drilling
     rigs and related equipment.

          In August  1996, the Company entered into a second loan agreement with
     Norwest.  This second  loan agreement provided for a $2.0 million revolving
     line  of credit (the "Line of Credit")  secured by substantially all of the
     Company's producing  oil  and gas  properties.    The Line  of  Credit  was
     established to finance the Company's oil and gas exploration activities and
     for  general corporate  purposes.   The  Line  of Credit  bore  interest at
     Norwest's base rate,  with interest only to be paid  monthly.  The original
     maturity date of  February 15, 1998,  was extended to  April 15, 1998.   At
     that time the principal  amount then outstanding was due and  payable, plus
     any accrued and unpaid interest.

          On  May 26, 1998, the  Company renewed, extended  and consolidated the
     prior  loan facilities  with  Norwest.    The  amended  and  restated  loan
     agreement provides  for a revolving line  of credit equal to  the lesser of
     $5.0  million or one-third  of the "borrowing base  amount".  The borrowing
     base is redetermined by Norwest within 45 days after the end of each fiscal
     quarter of  the Company.   At September  30, 1999, the  borrowing base  was
     $21.1  million.   Borrowings under the  line of  credit are  secured by the

                                         -16-




<PAGE> 17
     Company's  drilling rigs  and  related equipment,  accounts receivable  and
     inventory.  Borrowings bear interest at Norwest's base rate and interest is
     payable monthly.  The  Company did not have  any borrowings outstanding  at
     September 30, 1999.  All amounts outstanding under the loan facility mature
     on May 26, 2000.

          The Company  anticipates that  funds for  its capital expenditures  in
     fiscal 2000 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.

     Trends and Prices

          Although  the Company's six  month results are  negatively affected by
     lack  of demand and low  oil and gas prices, during  the month of September
     the Company experienced an increase in demand and an increase in the prices
     received  for contract drilling services.  This increase is attributable to
     the recent rise in oil  and gas prices.  The Company has  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.

          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  is the  risk  that systems,  products and
     equipment  utilizing date-sensitive  software of  computer chips  with two-
     digit  date fields  will 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  result  in
     interruptions of the Company's business which could have a material adverse
     impact  on the  Company.   Significant  uncertainty  exists concerning  the
     potential  effects associated with such  compliance as systems  that do not
     properly recognize such  information could generate erroneous data or cause
     a system to fail.

          In order  to address  the  Year 2000  issue,  the Board  of  Directors
     appointed a  committee consisting of the President, Chief Financial Officer
     and Legal Counsel to assist the Company in its Year 2000 efforts.

          At  September 30, 1999, the Company had completed updating and testing
     its  information systems  for Year  2000 compliance  and believes  that its
     internal information systems will  be able to properly process  and perform

                                         -17-





<PAGE> 18
     Year 2000  functions.  The cost  of planning, implementing  and testing the
     Company's  internal  information  systems  has not  been  material  to  the
     Company's operations as a whole.

          The Company believes that its greatest risk for Year 2000  issues that
     may adversely effect the Company's operations is in the area of third party
     computer  systems that are not Year 2000  compliant and which, as a result,
     may cause interruptions in  the Company's normal business operations.   The
     Year  2000 committee  prepared  a  questionnaire  which  was  sent  to  all
     significant customers, suppliers, purchasers  and vendors, to determine the
     extent to which the Company was vulnerable to those third parties'  failure
     to  remediate the  Year 2000  problem.   The  Company has  received written
     assurances  from  approximately  50%   of  its  purchasers,  suppliers  and
     customers who  responded as  being Year  2000 compliant.   The  third party
     confirmation process is still ongoing.

          Currently,  the  Company has  a contingency  plan  in effect  but will
     continue to monitor  and assess Year 2000  issues and the  contingency plan
     will be amended as needed until December 31, 1999.

          If any of the Company's significant vendors, customers, purchasers and
     local,   state,  federal  and  other  U.  S.  government  entities  do  not
     successfully  and  timely  achieve  Year  2000  compliance,  the  Company's
     business,  operations  or  financial   position  could  be  materially  and
     adversely affected.  In addition, there can be no assurance that unexpected
     Year  2000  compliance  problems of  either  the  Company  or its  vendors,
     customers,  purchasers and local, state, federal and other U. S. government
     entities would not  materially and adversely affect the Company's business,
     financial condition or operating results.


     Item 3.  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
     September   30,  1999,  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   September  30,  1999,  the  Company  did  not  have  any  amounts
     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  would be subject to  interest rate risk if  the line of credit was
     utilized.


     PART TWO - OTHER INFORMATION

     Item 1.  Legal Proceedings

          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.



                                         -18-
<PAGE> 19
     Item 4.  Submission of matters to a vote of security holders.

          The  Company's annual meeting of  stockholders was held  on August 31,
     1999.   At  the meeting,  the following  persons were  elected to  serve as
     Directors of the Company until the 2000 annual meeting of  stockholders and
     until  their respective  successors are  duly qualified  and elected:   (1)
     Thomas C. Brown, (2) Donald  L. Evans, (3) David N. Fitzgerald and  (4) Joe
     G. Roper.

          Set forth below is a tabulation of votes with respect  to each nominee
     for Director:

<TABLE>
<CAPTION>
                                            Votes       Votes
                                            Cast        Cast       Votes            Broker
     Name                      For         Against    Withheld     Abstentions      Non-Votes
     ----                      -----       -------    --------     -----------      ---------
     <S>                     <C>           <C>          <C>           <C>             <C>
     Thomas C. Brown         3,521,586     27,688        --            --              --
     Donald L. Evans         3,521,588     27,686        --            --              --
     David N. Fitzgerald     3,521,338     27,936        --            --              --
     Joe G. Roper            3,521,588     27,686        --            --              --
</TABLE>
          The 1998 Stock Option  Plan which authorizes  the grant of options  to
     purchase up to 750,000 shares of  the Company's common stock was adopted at
     the annual meeting of stockholders on August 31, 1999.

          Set forth  below is  a tabulation  of votes with  respect to  the 1998
     Stock Option Plan:

            Votes       Votes
            Cast        Cast        Votes                        Broker
            For         Against     Withheld     Abstentions     Non-Votes
            -----       -------     --------     -----------     ---------
          1,826,751     81,811         --           7,119        1,633,593


     Item 6.  Exhibits and reports on Form 8-K.

          (a)  Exhibits:

               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)

               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)

               27 - Financial Data Schedule

          (b)  Reports on Form 8-K:

               No  reports on  Form  8-K were  filed  during the  quarter  ended
               September 30, 1999.

                                         -19-

<PAGE> 20


                                      SIGNATURES




          Pursuant to the requirements  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.




     November 12, 1999                By:  /s/  Patricia R. Elledge
     -----------------                     -------------------------
          Date                                  Patricia R. Elledge
                                                Controller/Treasurer

                                           (Ms. Elledge is the Chief Financial
                                           Officer and has been duly authorized
                                           to sign on behalf of the Registrant)






























                                         -20-


<PAGE> 21
                                    Exhibit Index





     Exhibit
     Number              Description
     -------             -----------

       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)

       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)

       27*          Financial Data Schedule

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


































                                         -21-