<PAGE> 1
                                               
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.  20549
   
                                      Form 10-QA
                                  (Amendment No. 1)
                                     
                                 ____________________

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

                   For the quarterly period ended December 31, 1996

                                          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 (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 January 29, 1997
                (Title of Class)                         3,703,086



                         






<PAGE> 2
     PART ONE - FINANCIAL INFORMATION (UNAUDITED)

     Item 1.  FINANCIAL STATEMENTS


                              TMBR/SHARP DRILLING, INC.
                                    BALANCE SHEETS
                   December 31, 1996 (Unaudited) and March 31, 1996
                        (In thousands, except per share data)



                                                 December 31,
                                                     1996            March 31,  
       ASSETS                                     (Unaudited)          1996     
       ------                                    -------------      -----------

     Current assets:
       Cash and cash equivalents                   $    531         $     339 
       Trade receivables,
         net of allowance for doubtful
           accounts of $1,225 at both 
           December 31, and March 31, 1996            3,537             2,942 
       Inventories                                       66                51 
       Deposits                                          73               423 
       Other                                            153               410 
                                                    --------          --------
         Total current assets                         4,360             4,165 
                                                    --------          --------

     Property and equipment, at cost:
       Drilling equipment                            41,872            39,750 
       Oil and gas properties, based on
         successful efforts accounting               11,932            10,398 
       Other property and equipment                   3,273             3,195 
                                                    --------          --------
                                                     57,077            53,343 

     Less accumulated depreciation,
       depletion and amortization                   (46,967)          (46,022)
                                                    --------          --------

         Net property and equipment                  10,110             7,321 
                                                    --------          --------

     Other assets                                       185               174 
                                                    --------          --------
         Total assets                              $ 14,655          $ 11,660 
                                                    ========          ========

     See accompanying notes to financial statements.


                                         -2-





<PAGE> 3
                              TMBR/SHARP DRILLING, INC.
                                    BALANCE SHEETS
                   December 31, 1996 (Unaudited) and March 31, 1996
                        (In thousands, except per share data)


                                                December 31, 
                                                    1996            March 31, 
     LIABILITIES AND STOCKHOLDERS' EQUITY        (Unaudited)          1996    
     ------------------------------------       ------------       -----------

     Current liabilities:
       Trade payables                             $   2,436          $  3,336 
       Accrued workers' compensation                  1,427             1,279 
       Other                                            441               786  
                                                    --------          --------
          Total current liabilities                   4,304             5,401 
                                                    --------          --------

     Long term liabilities:
       Borrowings from bank                           4,500             1,300 

     Contingencies

     Stockholders' equity:
       Common stock, $0.10 par value
         Authorized, 50,000,000 shares;
         issued, 4,946,725 and 4,615,525
         shares at December 31 and 
         March 31, 1996, respectively                   494               461 
       Additional paid-in capital                    60,709            60,654 
       Accumulated deficit                          (55,202)          (56,006)
       Treasury stock-common, 1,268,739
         shares at December 31, and 
         March 31, 1996, at cost                       (150)             (150)
                                                    --------          --------
          Total stockholders' equity                  5,851             4,959 
                                                    --------          --------
          Total liabilities and
            stockholders' equity                  $  14,655         $  11,660 
                                                    ========          ========

     See accompanying notes to financial statements.










                                         -3-





<PAGE> 4
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
              Three months ended December 31, 1996 and 1995 (Unaudited)
                        (In thousands, except per share data)




                                                      Three months ended
                                                         December 31,
                                                 -----------------------------
                                                    1996              1995    
                                                 -----------       -----------
       Revenues:
          Contract drilling                     $     5,051       $     5,066 
          Oil and gas                                   494               305 
                                                 -----------       -----------
              Total revenues                          5,545             5,371 
                                                 -----------       -----------

       Operating costs and expenses:
          Contract drilling                           3,792             4,411 
          Oil and gas production                        136               168 
          Dry holes and abandonments                    105               131 
          Depreciation, depletion and 
            amortization                                463               373 
          General and administrative                    382               403 
                                                 -----------       -----------
              Total operating costs
                and expenses                          4,878             5,486 
                                                 -----------       -----------
              Operating income (loss)                   667              (115)
                                                 -----------       -----------

       Other income (expense):
          Interest                                      (95)              (33)
          Other, net                                      7                23 
                                                 -----------       -----------
          Total other income (expense)                  (88)              (10)
                                                 -----------       -----------
       Net income (loss) before income
          tax provision                                 579              (125)
       Provision for income taxes                       (16)               -- 
                                                 -----------       -----------

       Net income (loss)                        $       563       $      (125)
                                                 ===========       ===========

     See accompanying notes to financial statements.








                                         -4-

<PAGE> 5
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
              Three months ended December 31, 1996 and 1995 (Unaudited)
                        (In thousands, except per share data)




                                                      Three months ended 
                                                         December 31, 
                                                 -----------------------------
                                                    1996              1995
                                                 -----------       -----------

     Net income (loss) per share 
       of common stock                          $       .13       $      (.03)
                                                 ===========       ===========

     Weighted average number of 
       common shares outstanding                  4,264,311         4,095,906 
                                                 ===========       ===========

     See accompanying notes to financial statements.

































       
                                         -5-

<PAGE> 6
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Nine months ended December 31, 1996 and 1995 (Unaudited)
                        (In thousands, except per share data)


                                                       Nine months ended
                                                          December 31,
                                                 -----------------------------
                                                    1996              1995    
                                                 -----------       -----------
       Revenues:
          Contract drilling                     $    11,820       $    16,194 
          Oil and gas                                 1,439             1,096 
                                                 -----------       -----------
              Total revenues                         13,259            17,290 
                                                 -----------       -----------

       Operating costs and expenses:
          Contract drilling                           9,052            13,372 
          Oil and gas production                        589               374 
          Dry holes and abandonments                    442               422 
          Depreciation, depletion and 
            amortization                              1,071               898 
          General and administrative                  1,143             1,174 
                                                 -----------       -----------
              Total operating costs
                and expenses                         12,297            16,240 
                                                 -----------       -----------
              Operating income                          962             1,050 
                                                 -----------       -----------

       Other income (expense):
          Interest                                     (236)              (99)
          Gain on sales of assets                        65                24 
          Other, net                                     29                71 
                                                 -----------       -----------
          Total other income (expense)                 (142)               (4)
                                                 -----------       -----------
       Net income before income
          tax provision                                 820             1,046 
       Provision for income taxes                       (16)              (30)
                                                 -----------       -----------

       Net income                               $       804       $     1,016 
                                                 ===========       ===========

     See accompanying notes to financial statements.









        
                                         -6-
<PAGE> 7

                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Nine months ended December 31, 1996 and 1995 (Unaudited)
                        (In thousands, except per share data)




                                                       Nine months ended 
                                                          December 31, 
                                                 -----------------------------
                                                    1996              1995
                                                 -----------       -----------

     Net income per share 
       of common stock                          $       .19       $       .25 
                                                 ===========       ===========

     Weighted average number of 
       common shares outstanding                  4,181,834         4,083,980 
                                                 ===========       ===========

     See accompanying notes to financial statements.


































                                         -7-
<PAGE> 8




                              TMBR/SHARP DRILLING, INC.

                          STATEMENTS OF STOCKHOLDERS EQUITY

                 Nine Months Ended December 31, 1996 (Unaudited) and

                              Year Ended March 31, 1996

                                   (In thousands)

<TABLE>
<CAPTION>

                                                                                   Treasury Stock
                                                                                   -------------- 
                                       Common Stock     Additional                  Common Stock        Total
                                      --------------     Paid-In     Accumulated   --------------    Stockholders'
                                      Shares  Amount     Capital       Deficit     Shares  Amount       Equity
                                      ------  ------     -------     -----------   ------  ------    ------------
                 <S>                  <C>     <C>       <C>           <C>          <C>     <C>         <C>
                 Balance, 
                   March 31, 1996     4,616   $ 461     $ 60,654      $(56,006)     1,269  $(150)      $ 4,959

                 Exercise of
                   stock options        331      33           55            --         --     --            88 

                 Net income              --      --           --           804         --     --           804 
                                      -----    -----     --------      --------    -------  -----       -------

                 Balance, 
                   December 31,  
                     1996             4,947   $ 494     $ 60,709      $(55,202)     1,269  $(150)      $ 5,851
                                      =====    =====     ========      ========    =======  =====       =======
</TABLE>
          See accompanying notes to financial statements.


















                                         -8-

<PAGE> 9
                               TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF CASH FLOWS
           For the nine months ended December 31, 1996 and 1995 (Unaudited)
                                    (In thousands)
         
                                                  Nine months ended December 31,
                                                  ------------------------------
                                                    1996                 1995
                                                  ---------            ---------
    Cash flows from operating activities:
      Net income                                  $    804             $  1,016 
      Adjustments to reconcile net income
      to net cash provided by
          operating activities:
           Depreciation, depletion and
            amortization                             1,071                  898 
           Dry holes and abandonments                  442                  422 
           Gain on sales of assets                     (65)                 (24)
           Changes in assets and liabilities:
            Trade receivables                         (595)              (1,007)
            Deposits                                   350                   91 
            Inventories and other assets               231                   64 
            Trade payables                            (900)               1,597 
            Accrued interest and other liabilities    (197)                 (56)
                                                   --------             --------
             Total adjustments                         337                1,985 
                                                   --------             --------
             Net cash provided by
              operating activities                   1,141                3,001 

    Cash flows from investing activities:
      Additions to property and equipment           (4,339)              (4,695)
      Proceeds from sales of property and
        equipment                                      102                   26 
                                                   --------             --------
             Net cash required by
              investing activities                  (4,237)              (4,669)

    Cash flows from financing activities:
      Repayments of capital lease                       --                  (92)
      Issuance of common stock                          88                  130 
      Loans from bank                                3,200                  500 
      Repayments of leasehold borrowings                --                 (386)
                                                   --------             --------
             Net cash provided by
              financing activities                   3,288                  152 
                                                   --------             --------
             Net increase (decrease) in cash
              and cash equivalents                     192               (1,516)

    Cash and cash equivalents at beginning
      of period                                        339                1,590 
                                                   --------             --------
    Cash and cash equivalents at end of period     $   531              $    74 
                                                   ========             ========

    See accompanying notes to financial statements.

                                            -9-
<PAGE> 10




                              TMBR/SHARP DRILLING, INC.
                            NOTES TO FINANCIAL STATEMENTS



       The amounts  presented in the  balance sheet  as of March  31, 1996  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
     December 31,  1996 and March  31, 1996, the  results of operations  for the
     three and nine months ended December 31, 1996 and 1995, and  the cash flows
     for the nine month period ended December 31, 1996 and 1995.

       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, 1996.


     (2) Summary of Significant Accounting Policies

     Inventories

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

     Property and Equipment

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

       Oil and gas  properties are  accounted for using  the successful  efforts
     method.   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

                                         -10-

<PAGE> 11



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

       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

       Net income  (loss) per share  of common  stock is based  on the  weighted
     average number of common shares outstanding during each period.  All common
     stock equivalents are considered  anti-dilutive for purposes of calculating
     the  net loss per  share and dilutive  for purposes of  calculating the net
     income per share.
      

     (3)  Debt

       Line of Credit

       On  January  16, 1996,  the Company  entered into  a loan  agreement with
     Norwest  Bank Texas, Midland, N.A. (Norwest) that provides 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  bear interest at  the Norwest Bank  Minnesota, National Association
     base rate  and the interest is  payable monthly.  The  loan matures January
     15,  1998 at  which time  the  then outstanding  principal and  all of  the
     accrued and unpaid interest is due and payable.  At December 31,  1996, the
     Company  had borrowed $3,000,000 under the facility.  Prior to November 13,
     1996, the Company  was in violation of  certain financial covenants  of the
     loan  agreement.  On  November 13, 1996,  Norwest agreed to  amend the loan
     agreement and, as a result, the Company  is in compliance with all the debt
     covenants.

       On  August 15,  1996, the Company  and Norwest entered  into another loan
     agreement  which provides for a $2,000,000 revolving line of credit secured
     by the Company's oil and  gas producing properties.  At December  31, 1996,
     the Company had borrowed $1,500,000 under this line of credit.  The line of
     credit  bears interest at the Norwest  Bank Minnesota, National Association
     base rate and the interest is payable  monthly.  The line of credit matures
     on February 15, 1998.

                                         -11-


<PAGE> 12


     (4)  Stockholders' Equity
      
       1984 Stock Option Plan

       In August  of 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 106,000 shares of common stock are currently outstanding under the
     Plan,  with 84,250 of  the options being exercisable  at December 31, 1996.
     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 or directors for various terms
     at a price not less than the fair market value of the shares on the date of
     grant.  The 1994 Plan was ratified  and approved by the stockholders at the
     Company's annual meeting of stockholders held on August 30, 1994.

       On  September 3, 1996, the Company granted 465,000 shares of nonqualified
     stock options to  key employees under  the 1994 Plan.   The following  sets
     forth certain information concerning these nonqualified options.

                                          Number          Option Price
                                            of         -------------------
                                          Shares       Per Share     Total
                                          ------       -------------------

          Outstanding March 31, 1996         --            --          --

          Granted                        465,000        $7.75      $3,603,750
                                         -------         ----       ---------

          Outstanding December 31,
            1996                         465,000        $7.75      $3,603,750
                                         =======         ====       =========

       All of the nonqualified  stock options granted on September  3, 1996 will
     be earned and exercisable on May 1, 1997.                                  

                                         -12-



<PAGE> 13



     (5)  Employee Benefits

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

     (6)  Contingencies

       In  March, 1992,  the Company  was notified  by  the Texas  Department of
     Insurance  that  the  Company's  former  workers'   compensation  insurance
     carriers,  Sir  Lloyd's  Insurance  Company  and  its  affiliate,  Standard
     Financial Indemnity Corporation ("SFIC"),  had been placed into liquidation
     by order of the 201st District Court  of Travis County, Texas, on March 12,
     1992 in  Cause No. 92-12765, The  State of Texas vs.  Sir Lloyd's Insurance
     Company  and Sir  Insurance Agency,  Inc., and  in Cause No.  91-12766, The
     State of Texas vs. Standard Financial Indemnity Corporation.  Approximately
     two months before being  ordered into liquidation, SFIC requested  that the
     Company pay policy premiums in the approximate amount of $646,000.  On July
     22,  1993  the  special   deputy  receiver  of  SFIC  billed   the  Company
     approximately  $1,061,000  for  retrospective premiums,  but  adjusted  the
     amount of $854,153 on January 12, 1994.  Although the  Company disputes the
     amount claimed by the receiver for SFIC, the Company is presently unable to
     determine whether and to what  extent such amount is, in fact,  an accurate
     estimate of amounts owed to SFIC, if any.   However, an accrual was made in
     the  company's financial  statements  for the  amount  in question.    In a
     related development, on  June 5, 1995, the  Company received a  letter from
     the Texas  Property and Casualty Insurance  Guaranty Association ("Guaranty
     Association") requesting payment in the approximate amount of  $729,000 for
     claims  that the  Guaranty Association  has paid  on behalf  of SFIC.   The
     Guaranty Association does  not believe  that the policies  written by  SFIC
     involved a  transfer of insurance risk  as required by  the Texas Insurance
     Code and is asserting that  it is entitled to reimbursement for  all monies
     paid to  claimants under these policies.   In November, 1995,  the Guaranty
     Association  filed a lawsuit against  the Company in  Travis County, Texas,
     styled  Texas  Property and  Casualty  Insurance  Guaranty Association  vs.
     TMBR/Sharp Drilling, Inc., Cause No. 95-12318.  The Guaranty Association is
     seeking  to  recover past  workers' compensation  claims  in the  amount of
     approximately  $803,000,   which  have   been  advanced  by   the  Guaranty
     Association under the Company's workers compensation insurance program with
     SFIC.  In May, 1996, and pursuant to an order of the Travis County District
     Court, the claims  of the receiver for  SFIC were assigned to and  became a
     part of the Guaranty Association's claims against the Company.  The Company
     has rejected a  settlement offer  made by the  Guaranty Association for  an
     amount less  than the amount accrued by the Company and the Company intends
     to vigorously defend its position against the Guaranty Association.




                                         -13-




<PAGE> 14

     PART TWO - OTHER INFORMATION

     Item 1.  Legal Proceedings
   
       In  March, 1992,  the Company  was notified  by the  Texas  Department of
     Insurance   that  the  Company's  former  workers'  compensation  insurance
     carriers,  Sir  Lloyd's  Insurance  Company  and  its  affiliate,  Standard
     Financial Indemnity Corporation ("SFIC"),  had been placed into liquidation
     by order of the 201st District Court of  Travis County, Texas, on March 12,
     1992 in  Cause No. 92-12765, The  State of Texas vs.  Sir Lloyd's Insurance
     Company and  Sir Insurance  Agency, Inc.,  and in  Cause No.  91-12766, The
     State of Texas vs. Standard Financial Indemnity Corporation.  Approximately
     two months before being  ordered into liquidation, SFIC requested  that the
     Company pay policy premiums in the approximate amount of $646,000.  On July
     22,  1993  the  special   deputy  receiver  of  SFIC  billed   the  Company
     approximately  $1,061,000  for  retrospective  premiums,  but adjusted  the
     amount of  $854,153 on January 12, 1994.  Although the Company disputes the
     amount claimed by the receiver for SFIC, the Company is presently unable to
     determine whether and  to what extent such amount is,  in fact, an accurate
     estimate of amounts owed to SFIC, if any.  However, an  accrual was made in
     the  company's financial  statements for  the  amount in  question.   In  a
     related development,  on June 5, 1995,  the Company received a  letter from
     the Texas  Property and Casualty Insurance  Guaranty Association ("Guaranty
     Association") requesting payment in the approximate  amount of $729,000 for
     claims  that the  Guaranty Association  has paid  on behalf  of SFIC.   The
     Guaranty Association does  not believe  that the policies  written by  SFIC
     involved a transfer of  insurance risk as required  by the Texas  Insurance
     Code and is  asserting that it is entitled to  reimbursement for all monies
     paid  to claimants under  these policies.  In  November, 1995, the Guaranty
     Association  filed a lawsuit against  the Company in  Travis County, Texas,
     styled  Texas  Property and  Casualty  Insurance  Guaranty Association  vs.
     TMBR/Sharp Drilling, Inc., Cause No. 95-12318.  The Guaranty Association is
     seeking  to  recover past  workers' compensation  claims  in the  amount of
     approximately  $803,000,   which  have   been  advanced  by   the  Guaranty
     Association under the Company's workers compensation insurance program with
     SFIC.  In May, 1996, and pursuant to an order of the Travis County District
     Court,  the claims of the  receiver for SFIC were  assigned to and became a
     part of the Guaranty Association's claims against the Company.  The Company
     has rejected  a settlement offer  made by  the Guaranty Association  for an
     amount less than the amount accrued  by the Company and the Company intends
     to vigorously defend its position against the Guaranty Association.
    
    










                                         -14-





<PAGE> 15
                                      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.            




     May 1, 1997                      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) 





























                                         -15-