<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 June 30, 2002

                                    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

     At August 1, 2002, 5,419,486 shares of the issuer's common stock, $.10
par value, were outstanding.
















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

                                   INDEX



                                                                   Page No.

Part I.  Financial Information (Unaudited)

  Item 1.  Financial Statements

           Balance Sheets, June 30, 2002 and
             March 31, 2002 . . . . . . . . . . . . . . . . . . . .   3

           Statements of Operations, Three Months
             Ended June 30, 2002 and 2001 . . . . . . . . . . . . .   5

           Statements of Stockholders'
             Equity . . . . . . . . . . . . . . . . . . . . . . . .   7

           Statements of Cash Flows, Three Months
             Ended June 30, 2002 and 2001  .. . . . . . . . . . . .   8

           Notes to Financial Statements. . . . . . . . . . . . . .   9

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

  Item 3.  Quantitative and Qualitative Disclosures
             About Market Risk. . . . . . . . . . . . . . . . . . .  20


Part II.  Other Information

  Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . .  21

  Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . .  21














                                      -2-





<PAGE> 3

PART ONE - FINANCIAL INFORMATION (UNAUDITED)

Item 1.  FINANCIAL STATEMENTS


                         TMBR/SHARP DRILLING, INC.
                              BALANCE SHEETS
               June 30, 2002 (Unaudited) and March 31, 2002
                   (In thousands, except per share data)



                                               June 30,
                                                2002            March 31,
  ASSETS                                     (Unaudited)          2002
  ------                                    -------------      -----------

Current assets:
  Cash and cash equivalents                   $   3,455       $     3,258
  Marketable securities                              90                97
  Trade receivables,
    net of allowance for doubtful
    accounts of $1,401 on both
    June 30 and March 31, 2002                   11,579            11,011
  Inventories                                       155               162
  Deposits                                          346               346
  Other                                           1,017             1,018
                                                --------          --------
    Total current assets                         16,642            15,892
                                                --------          --------

Property and equipment, at cost:
  Drilling equipment                             63,021            61,370
  Oil and gas properties, based on
    successful efforts accounting                36,454            34,616
  Other property and equipment                    3,757             3,531
                                                --------          --------
                                                103,232            99,517

Less accumulated depreciation,
  depletion and amortization                    (74,430)          (72,947)
                                                --------          --------

    Net property and equipment                   28,802            26,570
                                                --------          --------

Other assets                                        173               173
                                                --------          --------
    Total assets                               $ 45,617           $ 42,635
                                                ========          ========

See accompanying notes to financial statements.


                                      -3-



<PAGE> 4

                         TMBR/SHARP DRILLING, INC.
                              BALANCE SHEETS
               June 30, 2002 (Unaudited) and March 31, 2002
                   (In thousands, except per share data)


                                                  June 30,
                                                    2002            March 31,
LIABILITIES AND STOCKHOLDERS' EQUITY             (Unaudited)          2002
------------------------------------            ------------       -----------

Current liabilities:
  Trade payables                                  $   6,257           $ 5,193
  Other                                               2,294             1,610
                                                    --------          --------
     Total current liabilities                        8,551             6,803
                                                    --------          --------

Contingencies

Stockholders' equity:
  Common stock, $0.10 par value
    Authorized, 50,000,000 shares;
    issued 6,687,825 and 6,667,725
    shares at June 30, and
    March 31, 2002, respectively                        669               667
  Additional paid-in capital                         71,660            71,492
  Accumulated deficit                               (35,116)          (36,187)
  Accumulated other comprehensive
    income                                                3                10
  Treasury stock-common, 1,268,739
    shares at June 30, and
    March 31, 2002, at cost                            (150)             (150)
                                                    --------          --------
     Total stockholders' equity                      37,066            35,832
                                                    --------          --------
     Total liabilities and
       stockholders' equity                        $ 45,617          $ 42,635
                                                    ========          ========

See accompanying notes to financial statements.











                                      -4-





<PAGE> 5

                         TMBR/SHARP DRILLING, INC.
                         STATEMENTS OF OPERATIONS
           Three months ended June 30, 2002 and 2001 (Unaudited)
                   (In thousands, except per share data)




                                                      Three months ended
                                                          June 30,
                                                 -----------------------------
                                                      2002              2001
                                                 -----------       -----------
  Revenues:
     Contract drilling                          $     7,743      $     13,447
     Oil and gas                                      1,685             1,580
                                                 -----------       -----------
         Total revenues                               9,428            15,027
                                                 -----------       -----------

  Operating costs and expenses:
     Contract drilling                                5,265             6,660
     Oil and gas production                             474               409
     Dry holes and abandonments                          28               526
     Exploration                                         --                 3
     Depreciation, depletion and
       amortization                                   1,721             1,609
     General and administrative                         930               577
                                                 -----------       -----------
         Total operating costs
           and expenses                               8,418             9,784
                                                 -----------       -----------
         Operating income                             1,010             5,243
                                                 -----------       -----------

  Other income (expense):
     Interest, net                                       11               (21)
     Gain on sales of assets                             46               198
     Other, net                                           4                 3
                                                 -----------       -----------
     Total other income (expense)                        61               180
                                                 -----------       -----------
  Net income before income
     tax provision                                    1,071             5,423
  Provision for income taxes                             --              (108)
                                                 -----------       -----------

  Net income                                     $    1,071     $       5,315
                                                 ===========       ===========

See accompanying notes to financial statements.


                                      -5-




<PAGE> 6
                         TMBR/SHARP DRILLING, INC.
                         STATEMENTS OF OPERATIONS
           Three months ended June 30, 2002 and 2001 (Unaudited)
                   (In thousands, except per share data)




                                                      Three months ended
                                                          June 30,
                                                 -----------------------------
                                                    2002              2001
                                                 -----------       -----------

Net income per common share:

  Basic                                       $        .20       $       1.04
  Diluted                                              .19                .97
                                                 ===========       ===========

Weighted average number of
  common shares outstanding:

  Basic                                           5,402,873         5,089,168
  Diluted                                         5,643,875         5,493,000
                                                 ===========       ===========

See accompanying notes to financial statements.

























                                      -6-





<PAGE> 7
                         TMBR/SHARP DRILLING, INC.

                     STATEMENTS OF STOCKHOLDERS EQUITY

             Three Months Ended June 30, 2002 (Unaudited) and

                    Year Ended March 31, 2002 (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, 2002     6,668   $  667     $ 71,492      $(36,187)        $ 10         1,270  $(150)      $ 35,832

Exercise of
  Stock Options         15        2           92            --           --            --     --             94

Issuance of Stock        5       --           76            --           --            --     --             76

Net Income              --       --           --         1,071           --            --     --          1,071

Other comprehensive
 loss, net of tax
   Unrealized loss
  on marketable
  equity securities     --       --           --            --           (7)           --     --             (7)
                                                                                                      ---------
Comprehensive
 Income                 --       --           --            --           --            --     --          1,064
                                                                                                      ---------
Balance,
  June 30,
    2002             6,688   $  669     $ 71,660      $(35,116)        $  3         1,270  $(150)      $ 37,066
                     =====   ======     ========      =========        ====        ======  ======      ========
</TABLE>
See accompanying notes to financial statements.








                                      -7-





<PAGE> 8
                           TMBR/SHARP DRILLING, INC.
                            STATEMENTS OF CASH FLOWS
         For the three months ended June 30, 2002 and 2001 (Unaudited)
                                 (In thousands)


                                                   Three months ended June 30,
                                                   --------------------------
                                                     2002             2001
                                                   ---------        ---------
Cash flows from operating activities:
  Net income                                       $ 1,071        $   5,315
  Adjustments to reconcile net income
  to net cash provided by
      operating activities:
       Depreciation, depletion and
        amortization                                 1,721            1,609
       Dry holes and abandonments                       28              526
       Gain on sales of assets                         (46)            (198)
       Changes in assets and liabilities:
        Trade receivables                             (569)            (409)
        Inventories and other assets                     9              (28)
        Trade payables                               1,064           (1,321)
        Accrued interest and other liabilities         684              367
                                                   --------         --------
         Total adjustments                           2,891              546
                                                   --------         --------
         Net cash provided by
          operating activities                       3,962             5,861

Cash flows from investing activities:
  Additions to property and equipment               (3,978)           (5,550)
  Proceeds from sales of property and
    equipment                                           43               235
                                                   --------          --------
         Net cash required by
          investing activities                      (3,935)           (5,315)

Cash flows from financing activities:
  Repayments of Bank Borrowings                         --              (702)
  Proceeds from exercise of stock options               94               155
  Issuance of common stock                              76                29
                                                   --------          --------
         Net cash (required) provided
          by financing activities                      170              (518)
                                                   --------          --------
         Net increase in cash
          and cash equivalents                         197                28

Cash and cash equivalents at beginning
  of period                                          3,258               301
                                                   --------          --------
Cash and cash equivalents at end of
  period                                           $ 3,455           $   329
                                                   ========          ========
See accompanying notes to financial statements.

                                      -8-

<PAGE> 9
                         TMBR/SHARP DRILLING, INC.
                       NOTES TO FINANCIAL STATEMENTS



     The amounts presented in the balance sheet as of March 31, 2002 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
June 30, 2002 and March 31, 2002, the results of operations for the three
months ended June 30, 2002 and 2001, and the cash flows for the three month
periods ended June 30, 2002 and 2001.

     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, 2002.


(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 June 30, 2002
was approximately $90,000. An unrealized loss of approximately $7,000 was
deducted from stockholders equity and was included as a component of other
comprehensive loss.

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-


                                      -9-


<PAGE> 10
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 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.














                                      -10-





<PAGE> 11
<TABLE>
<CAPTION>
                                               For the Quarter Ended June 30,
                                            2002                            2001
                                 ---------------------------      --------------------------
                                                        Per                             Per
                                                       Share                           Share
                                 Income    Shares     Amount      Income    Shares    Amount
                                 ------    ------    -------      ------    ------    ------
<S>                              <C>       <C>       <C>          <C>       <C>       <C>
Income before extraordinary
item and accounting change       $1,071                           $5,315

Basic EPS
Income available to common
stockholders                      1,071   5,402,873   $ .20        5,315   5,089,168   $1.04

Effect of Dilutive Securities
Stock Options                               241,002                          403,832
                                  -----   ---------    ----        -----   ---------    ----
Diluted EPS
Income available to common
stockholders + assumed
conversions                      $1,071   5,643,875   $ .19       $5,315   5,493,000   $ .97
                                  =====   =========    ====        =====   =========    ====
</TABLE>

Reclassifications

     Certain reclassifications have been made to the June 30, 2001 financial
statements to conform to the June 30, 2002 presentation.


(3)  Debt

     Line of Credit

     In May, 1998, the Company entered into a loan agreement with its bank
lender which provided 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 bore
interest at the bank's base rate and accrued interest was payable monthly.
The loan facility originally matured on May 26, 2000 but was extended to July
15, 2000.

     On June 26, 2000, the Company renewed and extended the prior loan
agreements with its bank lender.  The second amended and restated loan
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 bear interest at the Wells
Fargo Bank Texas, N. A. (formerly Norwest Bank, Texas N. A.) Base rate (4.75%
at June 30, 2002) and accrued interest is payable monthly.  The loan facility
originally matured on August 31, 2002. On February 12, 2002, the maturity
date of the loan facility was extended to August 31, 2003, at which time all
outstanding principal and interest will be due in full.  At March 31, 2002
and June 30, 2002, respectively, no amounts were outstanding under the loan
facility.

                                      -11
<PAGE> 12
(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.

     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 7, 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, 2002, all of the shares were earned and exercisable.  The
following sets forth certain information concerning these options.













                                      -12-





<PAGE> 13
                                   Number
                                     of                Option
                                   Shares           Exercise Price
                                 Underlying       -------------------
                                  Options         Per Share     Total
                                 ----------       -------------------

Outstanding March 31, 2002        250,400     $4.125-4.5375   $ 1,035,375

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

Outstanding June 30, 2002         245,400     $4.125-4.5375   $ 1,014,750
                                  =======      ============     =========

     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 during the year ended March 31, 2000.  On June 13, 2001, the Company
granted options to purchase 40,000 shares of common stock of four directors
under the 1998 Plan.  The nonqualified options were granted at an exercise
price of $17.18 per share which represented the fair market value on the date
of the grant.  On October 10, 2001, the Company granted options to purchase
292,000 shares of common stock to key employees under the 1998 Plan.  These
incentive options were granted at an exercise price of $11.50 per share which
represented the fair market value on the date of the grant.  These options
become exercisable over a two year period ending October 10, 2003.  At June
30, 2002, options to purchase 327,000 shares were outstanding under the 1998
Plan.

     Directors' Fee Stock Plan

     On June 14, 2001, the Company adopted the Directors' Fee Stock Plan (the
"Plan") which authorizes the issuance of up to 25,000 shares of the Company's
common stock.  The Plan provides that 300 shares of the Company's common
stock will be issued to each Non-employee Director for each Board of
Directors' meeting attended and 100 shares of common stock to each Non-
employee Director for each committee meeting attended.  During the quarter
ended June 30, 2002, 5,100 shares were issued under the Plan and the Company
recognized approximately $78,000 as Directors' compensation expense.


                                      -13-



<PAGE> 14
     In connection with a private placement completed in February 1997, the
Company issued 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 expired unexercised on February 17, 2002.


(5)  Contingencies

          The Company is a defendant in various lawsuits generally incidental
to its business.  In addition, in August 2001, the Equal Employment
Opportunity Commission ("EEOC") filed suit in the El Paso Division of the
United States District Court for the Western District of Texas.  The suit
involved a claim of hostile work environment made on behalf of four former
employees.  In May, 2002, the Court transferred the cause to the
Midland/Odessa Division.  The employees on behalf of whom the Equal
Employment Opportunity Commission originally brought suit and one additional
employee have recently been allowed to intervene in the litigation on an
individual basis.  It is expected that these employees will file additional
state common law causes of action arising out of the allegations of hostile
work environment.  The EEOC is seeking back pay, front pay, pecuniary losses
and punitive damages of an unspecified amount.  The intervenors are seeking
unspecified damages. The Company disputes the claims made by the Equal
Employment Opportunity Commission and the anticipated claims by the
intervenors and intends to defend the lawsuits vigorously.  The Company does
not believe that the ultimate resolution of such litigation, including the
lawsuits brought by the EEOC and the five intervenors, will have a
significant effect on the Company's financial position or results of
operations.

     On May 8, 2002, the Company experienced an uncontrolled flow ("flow") on
the Leiman #1 well in Loving County, Texas.  The Company has a 25% working
interest in this well. The uncontrolled flow was encountered while running a
7  liner in the well bore.  The flow was ultimately controlled with no injury
to personnel or damage to the Company's rig or related equipment.  The
planned total depth of the well was approximately 22,000 feet but the
uncontrolled flow was experienced at a depth of 19,115 feet.  The well was
not salvageable and has been plugged and abandoned.  Costs associated with
re-gaining control of the well and plugging and abandonment were
approximately $1.5 million.  The cost to re-drill the well to a depth of
19,115 feet is estimated to be $5.6 million.  The Leiman #1R well was spudded
on July 8, 2002 and is at depth of  8,787 on August 8, 2002.  The Company has
submitted claims for reimbursement from its insurance carrier, St. Paul's
Surplus Lines, who has acknowledged coverage under both the control of well
and re-drill/replacement well provisions under the Company's Operators Extra
Expense insurance.  The Company's working interest portion of the costs
associated with re-gaining control, plugging and abandonment and re-drilling
this well have been capitalized.






                                      -14-





<PAGE> 15
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


     Some statements contained in this Form 10-Q report are "forward-looking
statements".  All statements other than statements of historical facts
included in this report, including, without limitation, statements regarding
planned capital expenditures, the availability of capital resources to fund
capital expenditures, estimates of proved reserves, the Company's financial
position, business strategy and other plans and objectives for future
operations, are forward-looking statements.  Forward-looking statements can
be identified by the use of forward-looking terminology like "may," "will,"
"expect," "intend,""anticipate," "estimate," "continue," "present value,"
"future" or "reserves" or other variations of comparable terminology.  The
Company believes the assumptions and expectations reflected in these forward-
looking statements are reasonable.  However, no assurance can be given that
the Company's expectations will prove to be correct or that it will be able
to take any actions that are presently planned.  All of these statements
involve assumptions of future events and risks and uncertainties.  Risks and
uncertainties associated with forward-looking statements include, but are not
limited to:

                fluctuations in prices of oil and gas;

                future capital requirements and availability of financing;

                risks associated with the drilling of wells;

                competition;

                general economic conditions;

                governmental regulations;

                receipt of amounts owed to the Company by purchasers of its
                production and counterparties to its hedging contracts; and

                hedging activities.

          For these and other reasons, actual results may differ materially
from those projected or implied.  Undue reliance should not be placed on
forward-looking statements and projections of any future results should not
be based on such statements.

     Before investing in the Company's common stock, one should be aware that
there are various risks associated with an investment.  Some of these risk
factors are described on page 18 in the Company's Form 10-K dated March 31,
2002.





                                      -15-





<PAGE> 16
Critical Accounting Policies

     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.

     The contract drilling industry is currently experiencing a decrease in
demand and downward pressure on prices for contract drilling services due to
the uncertainty surrounding 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.

     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.

     For properties with proved or proved developed oil and gas reserves,
depletion, depreciation and amortization of capitalized costs is calculated


                                      -16-





<PAGE> 17
by applying the units-of-production method to the estimated amount of such
reserves.

Recent Accounting Pronouncements

     The FASB has issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" which establishes requirements for the accounting of removal-
type costs associated with asset retirements.  The standard is effective for
fiscal years beginning after June 15, 2002, with earlier application
encouraged.  The Company is currently assessing the impact on its financial
statements.

     On October 3, 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets."  This pronouncement supercedes
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed" and eliminates the requirement for SFAS 121 to
allocate goodwill to long-lived assets to be tested for impairment.  The
provisions of this statement are effective for financial statements issued
for fiscal years beginning after December 15, 2001, and interim periods
within those fiscal years. The Company adopted this statement on April 1,
2002.  The adoption of this statement had no immediate impact on the Company
but will change how the Company assesses impairment of long-lived assets and
may result in discontinued operations presentation for future sales of
certain assets.

Results of Operations

     Total revenues were $9,428,000 for the three months ended June 30, 2002
which represents a 37% decrease from the same period in 2001.  Operating
expenses as a percent of revenues were 89% for the three months ended June
30, 2002 versus 65% for the same period of the prior year.  The 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.  The Company has also experienced a decrease in the average price
received for its contract drilling services.  Rig utilization rates were 51%
for the three months ended June 30, 2002 compared to 76% in the same period
in 2001.
















                                      -17-





<PAGE> 18
     Oil and gas revenues increased by approximately 7% for the three months
ended June 30, 2002.  The following table sets forth certain information
relating to crude oil and natural gas produced:

                                          Three months ended
                                               June 30,
                                        ----------------------
                                          2002           2001
                                        -------        -------
     Quantities Produced
     -------------------
     Oil (bbls)                          46,388         27,583
     Gas (mcf)                          261,572        154,698

     Average Price
     -------------
     Oil (bbls)                         $ 22.82        $ 26.27
     Gas (mcf)                          $  2.40        $  5.53

     Average Daily Production
     ------------------------
     Oil (bbls)                             510            303
     Gas (mcf)                            2,874          1,700

     Oil and gas production expenses increased approximately 16% for the
three months ended June 30, 2002.  The increase in production expenses for
the three months ended June 30, 2002 can be attributed to the increase in
quantities of crude oil and natural gas produced.  In addition, the Company
has experienced a general rise in the cost of services and supplies which are
included in production expenses.

     Depreciation, depletion and amortization expense increased by
approximately 7% compared to the three months ended June 30, 2001.  The
company has been purchasing drill pipe and has updated and refurbished
drilling rigs and ancillary equipment. In addition, depletion expense
increased as a result of an increase in the number of oil and gas producing
properties in which the Company has an ownership interest coupled with an
increase in the quantities of crude oil and natural gas produced as oil and
gas properties are depleted using the units-of-production method. The
depreciable base of the Company's assets increased by approximately $4.0
million during the quarter ended June 30, 2002 compared to $ 5.6 million
during the same quarter in the prior year.

     General and administrative expenses increased primarily as a result of
an increase in insurance expenses and directors' fees.

     Net working capital was $8.1 million at June 30, 2002 compared to $9.1
million at March 31, 2002.





                                      -18-





<PAGE> 19
Income Taxes

     At March 31, 2002, the Company had approximately $47.2 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 and approximately $5.7 million will expire in 2002.  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 differ from the statutory tax rate of 34%
primarily due to the utilization of NOLs.  Tax expense is generally limited
to alternative minimum tax.

     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
more likely than not that the deferred tax asset will not be realized.

Liquidity and Capital Resources

     In June, 2000, the Company entered into a second amended and restated
loan agreement with Wells Fargo Bank Texas, N.A.  The loan agreement provides
for a $5.0 million revolving line of credit facility, of which $5.0 million
was available at June 30, 2002.  The facility is secured by the Company's
drilling rigs and related equipment, accounts receivable and inventory.
Borrowings under the revolving facility bear interest at annual rate equal to
the bank's base rate, or 4.75% at June 30, 2002.  Accrued and unpaid interest
on outstanding principal is payable monthly. The loan facility  matures on
August 31, 2003, at which time all outstanding principal and accrued and
unpaid interest will be due in full.  At June 30, 2002, no amounts were
outstanding under the loan facility. The principal amount outstanding at any
one time may not exceed the lesser of $5.0 million or one-third of the
borrowing base amount.  The borrowing base amount is the sum of the Company's
accounts receivable and the value of its inventory, drilling rigs, drill pipe
and related equipment. The borrowing base amount is redetermined quarterly by
the Company, except that the bank may, in its discretion, make its own
determination of the borrowing base which will be the controlling borrowing
base amount.  At June 30, 2002, the borrowing base amount was $38,328,742.

     The Company anticipates that funds for its capital expenditures in
fiscal 2003 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.



                                      -19-





<PAGE> 20
Trends and Prices

     The contract drilling industry is currently experiencing decreased
demand and decreasing prices for contract drilling services due to the
instability 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.


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 March 31, 2002, 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.

     Commodity Price Risk - The Company produces and sells crude oil, natural
gas and natural gas liquids.  As a result, its operating results are
significantly affected by fluctuations in commodity prices caused by changing
market forces.

     Historically, the Company has not entered into hedging arrangements for
its oil and gas production and it does not have any delivery commitments.
The Company may, in the future, attempt to reduce its exposure to the
volatility of oil and gas prices by hedging a portion of its production.  In
a typical hedge transaction, the Company would have the right to receive from
the counterparty to the hedge, the excess of the fixed price specified in the
hedge over a floating price based on a market index, multiplied by the
quantity hedge.   If the floating price exceeds the fixed price, the Company
would be required to pay the counterparty this difference multiplied by the
quantity hedged.  In the case, the Company would be required to pay the
difference regardless of whether it had sufficient production to cover the
quantities specified in the hedge.  Significant reductions in production at
times when the floating price exceeds the fixed price could require the
Company to make payments under the hedge agreements even though such payments
are not offset by sales of production.  Hedging could also prevent the
hedging party from receiving the full advantage of increases in oil and gas
prices above the fixed amount specified in the hedge.

     Interest Rate Risk - At June 30, 2002 the Company had no borrowings
outstanding under its loan agreement.  However, when it does have outstanding
borrowings, the Company's exposure to changes in interest rates primarily
results from short term changes in its bank's prime rate.


                                      -20-



<PAGE> 21
PART TWO - OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company is a defendant in various lawsuits generally incidental to
its business.  In addition, in August 2001, the Equal Employment Opportunity
Commission ("EEOC") filed suit in the El Paso Division of the United States
District Court for the Western District of Texas.  The suit involved a claim
of hostile work environment made on behalf of four former employees.  In May,
2002, the Court transferred the cause to the Midland/Odessa Division.  The
employees on behalf of whom the Equal Employment Opportunity Commission
originally brought suit and one additional employee have recently been
allowed to intervene in the litigation on an individual basis.  It is
expected that these employees will file additional state common law causes of
action arising out of the allegations of hostile work environment.  The EEOC
is seeking back pay, front pay, pecuniary losses and punitive damages of an
unspecified amount.  The intervenors are seeking unspecified damages. The
Company disputes the claims made by the Equal Employment Opportunity
Commission and the anticipated claims by the intervenors and intends to
defend the lawsuits vigorously.  The Company does not believe that the
ultimate resolution of such litigation, including the lawsuits brought by the
EEOC and the five intervenors, will have a significant effect on the
Company's financial position or results of operations.

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)

          Executive Compensation Plans and Arrangements
          ---------------------------------------------
          (Exhibits 10.1 through and including Exhibit 10.20 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)

                                      -21-



<PAGE> 22
      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)

    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)

                                      -22-

<PAGE> 23
      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 - Directors' Fee Stock Plan (Incorporated by reference to
          Exhibit 10.20 of Registrant's Annual Report on Form 10-K dated June
          15, 2001)

       Exhibit 10.21 - 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 10.22 - Second Amended and Restated Loan Agreement dated June
          26, 2000 between Wells Fargo Bank, Texas N. A. and the Registrant.
          (Incorporated by reference to Exhibit 10.1 in Registrant's
          Quarterly Report on Form 10-Q dated August 9, 2000)

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

     (b)  Reports on Form 8-K:

          The following reports on Form 8-K were filed during the first
          quarter ended June 30, 2002:

          (1)  Report dated May 22, 2002, announcing the dismissal
               Registrant's Certifying Accountant.

          (2)  Report dated June 3, 2002, announcing the engagement of
               Registrant's new Certifying Accountant.







                                      -23-





<PAGE> 24
                                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.




August 12, 2002                  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)





























                                      -24-





<PAGE> 25
                             INDEX TO EXHIBITS


                               Description
                               -----------


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 10.20
                    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)

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)

                                      -25-

<PAGE> 26
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)

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)


                                      -26-


<PAGE> 27
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       Directors' Fee Stock Plan (Incorporated by reference to
                    Exhibit 10.20 in Registrant's Annual Report on Form 10-K
                    dated June 15, 2001)

Exhibit 10.21       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 10.22       Second Amended and Restated Loan Agreement dated June 26,
                    2000 between Wells Fargo Bank, Texas N. A. and the
                    Registrant.  (Incorporated by reference to Exhibit 10.1
                    in Registrant's Quarterly Report on Form 10-Q dated
                    August 9,2000)




















                                      -27-