<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 December 31, 1997

                                          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 February 9, 1998
                (Title of Class)                         4,708,886







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

                                        INDEX



                                                                        Page No.

     Part I.  Financial Information (Unaudited)

       Item 1.  Financial Statements

                Balance Sheets, December 31, 1997 and 
                  March 31, 1997 . . . . . . . . . . . . . . . . . . . .   3

                Statements of Operations, Three Months
                  Ended December 31, 1997 and 1996 . . . . . . . . . . .   5

                Statements of Operations, Nine Months
                  Ended December 31, 1997 and 1996 . . . . . . . . . . .   7

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

                Statements of Cash Flows, Nine Months
                  Ended December 31, 1997 and 1996 . . . . . . . . . . .  10

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

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


     Part II.  Other Information

       Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . .  17

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




















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

     Item 1.  FINANCIAL STATEMENTS


                              TMBR/SHARP DRILLING, INC.
                                    BALANCE SHEETS
                   December 31, 1997 (Unaudited) and March 31, 1997
                        (In thousands, except per share data)



                                                 December 31,
                                                     1997            March 31,  
       ASSETS                                     (Unaudited)          1997     
       ------                                    -------------      -----------

     Current assets:
       Cash and cash equivalents                   $  1,697         $   1,048 
       Marketable securities                             87                87 
       Trade receivables,
         net of allowance for doubtful
           accounts of $1,135 at both 
           December 31, and March 31, 1997            9,733             6,218 
       Inventories                                       49                74 
       Deposits                                         104                73 
       Other                                            273               560 
                                                    --------          --------
         Total current assets                        11,943             8,060 
                                                    --------          --------

     Property and equipment, at cost:
       Drilling equipment                            47,352            42,690 
       Oil and gas properties, based on
         successful efforts accounting               15,185            13,102 
       Other property and equipment                   3,782             3,584 
                                                    --------          --------
                                                     66,319            59,376 

     Less accumulated depreciation,
       depletion and amortization                   (50,246)          (47,851)
                                                    --------          --------

         Net property and equipment                  16,073            11,525 
                                                    --------          --------

     Other assets                                       174               176 
                                                    --------          --------
         Total assets                              $ 28,190          $ 19,761 
                                                    ========          ========

     See accompanying notes to financial statements.

                                         -3-





<PAGE> 4
                              TMBR/SHARP DRILLING, INC.
                                    BALANCE SHEETS
                   December 31, 1997 (Unaudited) and March 31, 1997
                        (In thousands, except per share data)


                                                December 31, 
                                                    1997            March 31, 
     LIABILITIES AND STOCKHOLDERS' EQUITY        (Unaudited)          1997    
     ------------------------------------       ------------       -----------

     Current liabilities:
       Trade payables                             $   4,440          $  2,739 
       Accrued workers' compensation                    531             1,245   
       Other                                          1,003             1,405  
                                                    --------          --------
          Total current liabilities                   5,974             5,389 
                                                    --------          --------


     Contingencies

     Stockholders' equity:
       Common stock, $0.10 par value
         Authorized, 50,000,000 shares;
         issued, 5,977,625 and 5,696,825
         shares at December 31, and 
         March 31, 1997, respectively                   598               570 
       Additional paid-in capital                    69,412            68,413 
       Accumulated deficit                          (47,644)          (54,461)
       Treasury stock-common, 1,268,739
         shares at December 31, and 
         March 31, 1997, at cost                       (150)             (150)
                                                    --------          --------
          Total stockholders' equity                 22,216            14,372 
                                                    --------          --------
          Total liabilities and
            stockholders' equity                  $  28,190         $  19,761 
                                                    ========          ========

     See accompanying notes to financial statements.












                                         -4-





<PAGE> 5
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
              Three months ended December 31, 1997 and 1996 (Unaudited)
                        (In thousands, except per share data)




                                                      Three months ended
                                                         December 31,  
                                                 -----------------------------
                                                    1997              1996    
                                                 -----------       -----------
       Revenues:
          Contract drilling                     $     8,914       $     5,051 
          Oil and gas                                   566               494 
                                                 -----------       -----------
              Total revenues                          9,480             5,545 
                                                 -----------       -----------

       Operating costs and expenses:
          Contract drilling                           5,907             3,792 
          Oil and gas production                        274               136 
          Dry holes and abandonments                    282               105 
          Depreciation, depletion and 
            amortization                              1,033               463 
          General and administrative                    482               382 
                                                 -----------       -----------
              Total operating costs
                and expenses                          7,978             4,878 
                                                 -----------       -----------
              Operating income                        1,502               667 
                                                 -----------       -----------

       Other income (expense):
          Interest                                       43               (95)
          Gain on sales of assets                        95                --   
          Other, net                                     39                 7 
                                                 -----------       -----------
          Total other income (expense)                  177               (88)
                                                 -----------       -----------
       Net income before income
          tax provision                               1,679               579 
       Provision for income taxes                       (30)              (16)
                                                 -----------       -----------

       Net income                               $     1,649       $       563 
                                                 ===========       ===========

     See accompanying notes to financial statements.







                                         -5-

<PAGE> 6
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Three months ended December 31 1997 and 1996 (Unaudited)
                        (In thousands, except per share data)




                                                      Three months ended 
                                                         December 31,   
                                                 -----------------------------
                                                    1997              1996
                                                 -----------       -----------

     Net income per share 
       of common stock:
            Basic                               $       .35       $       .16 
            Diluted                                     .32               .14 
                                                 ===========       ===========

     Weighted average number of 
       common shares outstanding:
            Basic                                 4,704,065         3,554,409 
            Diluted                               5,229,999         4,144,592 
                                                 ===========       ===========

     See accompanying notes to financial statements.





























                                         
                                         -6-

<PAGE> 7
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Nine months ended December 31, 1997 and 1996 (Unaudited)
                        (In thousands, except per share data)




                                                       Nine months ended
                                                         December 31,  
                                                 -----------------------------
                                                    1997              1996    
                                                 -----------       -----------
       Revenues:
          Contract drilling                     $    27,368       $    11,820 
          Oil and gas                                 1,519             1,439 
                                                 -----------       -----------
              Total revenues                         28,887            13,259 
                                                 -----------       -----------

       Operating costs and expenses:
          Contract drilling                          17,930             9,052 
          Oil and gas production                        689               589 
          Dry holes and abandonments                    415               442 
          Depreciation, depletion and 
            amortization                              2,744             1,071 
          General and administrative                  1,428             1,143 
                                                 -----------       -----------
              Total operating costs
                and expenses                         23,206            12,297 
                                                 -----------       -----------
              Operating income                        5,681               962 
                                                 -----------       -----------

       Other income (expense):
          Interest                                      110              (236)
          Gain on sales of assets                       179                65 
          Other, net                                    987                29 
                                                 -----------       -----------
          Total other income (expense)                1,276              (142)
                                                 -----------       -----------
       Net income before income
          tax provision                               6,957               820 
       Provision for income taxes                      (140)              (16)
                                                 -----------       -----------

       Net income                               $     6,817       $       804 
                                                 ===========       ===========

     See accompanying notes to financial statements.






                                         
                                         -7-

<PAGE> 8
                              TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF OPERATIONS
               Nine months ended December 31, 1997 and 1996 (Unaudited)
                        (In thousands, except per share data)




                                                       Nine months ended 
                                                         December 31,   
                                                 -----------------------------
                                                    1997              1996
                                                 -----------       -----------

     Net income per share 
       of common stock:
             Basic                              $      1.49       $       .23 
             Diluted                                   1.35               .20 
                                                 ===========       ===========

     Weighted average number of 
       common shares outstanding:
             Basic                                4,584,125         3,453,693 
             Diluted                              5,042,417         3,962,298 
                                                 ===========       ===========

     See accompanying notes to financial statements.




























                                         
                                         -8-


<PAGE> 9


                              TMBR/SHARP DRILLING, INC.

                          STATEMENTS OF STOCKHOLDERS EQUITY

                 Nine Months Ended December 31, 1997 (Unaudited) and

                              Year Ended March 31, 1997

                                    (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, 1997     5,697   $ 570     $ 68,413      $(54,461)     1,270  $(150)      $ 14,372

   Exercise of
     stock options        281      28          999          --         --     --            1,027 

   Net income              --      --           --         6,817       --     --            6,817
                        -----    -----     -------       --------     -----   -----       -------

   Balance, 
     December 31,  
       1997             5,978   $ 598     $ 69,412      $(47,644)     1,270  $(150)      $ 22,216
                        =====    =====     =======       ========     =====   =====       ======= 
</TABLE>
   See accompanying notes to financial statements.















                                         -9-





<PAGE> 10
                               TMBR/SHARP DRILLING, INC.
                               STATEMENTS OF CASH FLOWS
           For the nine months ended December 31, 1997 and 1996 (Unaudited)
                                    (In thousands)


                                                  Nine months ended December 31,
                                                  ------------------------------
                                                    1997                 1996
                                                  ---------            ---------
    Cash flows from operating activities:
      Net income                                  $  6,817             $    804 
      Adjustments to reconcile net income
      to net cash provided (required) by
          operating activities:
           Depreciation, depletion and
            amortization                             2,744                1,071 
           Dry holes and abandonments                  415                  442 
           Gain on sales of assets                    (179)                 (65)
           Changes in assets and liabilities:
            Trade receivables                       (3,515)                (595)
            Deposits                                   (31)                 350 
            Inventories and other assets               350                  231 
            Trade payables                           1,701                 (900)
            Accrued interest and other liabilities  (1,116)                (197)
                                                   --------             --------
             Total adjustments                         369                  337 
                                                   --------             --------
             Net cash provided by
              operating activities                   7,186                1,141 

    Cash flows from investing activities:
      Additions to property and equipment           (7,826)              (4,339)
      Proceeds from sales of property and
        equipment                                      262                  102 
                                                   --------             --------
             Net cash required by
              investing activities                  (7,564)              (4,237)

    Cash flows from financing activities:
      Issuance of common stock                       1,027                   88 
      Loans from bank                                  --                 3,200 
                                                   --------             --------
             Net cash provided by
              financing activities                   1,027                3,288 
                                                   --------             --------
             Net increase (decrease) in
              cash and cash equivalents                649                  192 

    Cash and cash equivalents at beginning
      of period                                      1,048                  339 
                                                   --------             --------
    Cash and cash equivalents at end of 
      period                                       $ 1,697              $   531 
                                                   ========             ========

    See accompanying notes to financial statements.

                                         -10-
<PAGE> 11


                              TMBR/SHARP DRILLING, INC.
                            NOTES TO FINANCIAL STATEMENTS


          The amounts presented  in the balance sheet as of  March 31, 1997 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, 1997 and  March 31, 1997,  the results of  operations for the
     three and nine months ended December 31, 1997  and 1996, and the cash flows
     for the nine month periods ended December 31, 1997 and 1996.

          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, 1997.

     (2) Summary of Significant Accounting Policies

     Marketable Securities

          The Company's marketable  securities 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  December 31,  1997 was  not  materially different  from the
     historical cost, and  therefore, no  unrealized gains or  losses have  been
     recorded.

     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


                                         -11-
<PAGE> 12


     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

          In  December,  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 what is  called 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  will include all
     potentially dilutive securities.

     (3)  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 100,000 shares of common stock are currently outstanding under the
     Plan.   All  of these options  are earned  and exercisable  at December 31,
     1997.  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


                                         -12-
<PAGE> 13


     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, 1997     465,000        $7.75      $3,603,750

          Exercised                      125,500        $7.75      $  972,625
                                         -------         ----       ---------

          Outstanding December 31,
            1997                         339,500        $7.75      $2,631,125
                                         =======         ====       =========

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

     (4)  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.

     (5)  Contingencies

          In March  1992, the Company  was notified  by the Texas  Department of
     Insurance  that  the  Company's  former  workers'  compensation   insurance
     carriers,  Sir  Lloyd's  Insurance  Company  and  its  affiliate,  Standard
     Financial Indemnity Corporation ("SFIC"), had been placed in liquidation by
     order of the 201st District Court of Travis County, Texas on March 12, 1992
     in Cause No. 92-12765, The State of Texas vs. Sir Lloyd's Insurance Company
     and Sir  Insurance Agency, Inc.,  and in Cause  No. 91-12766, The  State of
     Texas  vs. Standard  Financial  Indemnity Corporation.   Approximately  two


                                         -13-
<PAGE> 14


     months  before  being ordered  into  liquidation, SFIC  requested  that the
     Company pay policy  premiums in the amount  of $646,476.  On July  22, 1993
     the  special  deputy  receiver  of SFIC  billed  the  Company approximately
     $1,061,000 for retrospective premiums, but adjusted the amount to  $854,153
     on January 12, 1994.

          In November, 1995,  the Company was notified  that a lawsuit  had been
     filed  in Travis County, Texas styled Texas Property and Casualty Insurance
     Guaranty Association  vs. TMBR/Sharp  Drilling, Inc. (Cause  No. 95-12318).
     The Texas  Property and Casualty Insurance  Guaranty Association ("Guaranty
     Association") was seeking  a recovery of past  workers' compensation claims
     advanced by  the  Guaranty Association  related  to the  Company's  workers
     compensation  insurance program  with SFIC.   The Guaranty  Association was
     seeking to recover a total of $803,057.11.

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

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

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

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




                                         -14-
<PAGE> 15




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

          In  addition  to  historical  information,  this  discussion  contains
     certain  forward-looking  statements that  involve risks  and uncertainties
     about the business,  long-term strategy, financial condition and  future of
     the Company.   Factors that may  affect future results are  included in the
     discussion below and in  Part I, Items 1 and  2 of the Company's  Form 10-K
     for the  year ended March 31, 1997.  Actual results could differ materially
     from those forward-looking statements.

     Results of Operations

          Total  revenues were $9,480,000 and $28,887,000 for the three and nine
     months ended  December 31, 1997  which represents  a 71% and  118% increase
     over the same periods in 1996.  Operating expenses as a percent of revenues
     were 84%  and 80%  for the three  and nine months  ended December  31, 1997
     versus  88% and 93% for the same periods  of the prior year.  The operating
     results were positively affected  by an increase in rig  utilization rates,
     coupled  with  an increase  in the  prices  received for  contract drilling
     services.    The Company  has  experienced an  increase in  demand  for its
     contract  drilling   services  which   has  positively  impacted   the  rig
     utilization rates.   Rig utilization rates  were 81% and 79%  for the three
     and nine months ended December 31, 1997 compared to 58% and 45% in the same
     periods in 1996.

          Oil  and gas revenues  increased by approximately  15% and  6% for the
     three and nine months ended December 31, 1997 compared to  the same periods
     in  1996.  Oil and  gas production expenses increased 101%  and 17% for the
     three and  nine months ended December  31, 1997 when compared  to the three
     and  nine months  ended  December 31,  1996.   The  increase in  production
     expenses  for  the quarter  ended December  31, 1997  can be  attributed to
     workover  expenses on existing  wells.  General  and administrative expense
     increased due  to an increase in  payroll costs and an  increase in payroll
     related taxes in connection with the exercise of stock options.

          During  the first quarter of  this fiscal year,  the Company completed
     the assembly  of  an additional  drilling  rig from  its inventory  of  rig
     components.   This  U-15 Unit  rig  is capable  of drilling  to a  depth of
     approximately 8,500  feet.  The  addition of this  drilling rig brings  the
     Company's  available  fleet  to  16  rigs.    Depreciation,  depletion  and
     amortization expense  has increased due  to the  addition of the  U-15 Unit
     drilling rig, drill pipe and miscellaneous drilling equipment along with an
     increase  in the  number of  producing wells  in which  the Company  has an
     ownership interest.

          Miscellaneous  income  consists of  approximately  $659,000  which was
     recorded as the result of  the settlement of a lawsuit.  (See Liquidity and
     Capital Resources.)   In addition, approximately  $236,000 of miscellaneous
     income was recognized in relation to the sale of junk drill bits.

          Net working capital  was $6.0 million at December 31, 1997 compared to
     $2.7 million at March 31, 1997.  The increase in working capital can be 

                                          -15-
<PAGE> 16

     attributed  to  an  increase in  cash  and  cash  equivalents and  accounts
     receivable due to increased drilling activity.

     Liquidity and Capital Resources

          In January 1996,  the Company entered  into a loan agreement  with its
     bank  lender  providing  for  a  revolving  credit  facility  (the  "Credit
     Facility") maturing on January 15, 1998.  The aggregate principal amount of
     the  Company's borrowings outstanding at  any one time  under the revolving
     facility  are limited  to the lesser  of $3.0  million or  one-third of the
     borrowing  base amount  then  in effect.    The  borrowing base  amount  is
     redetermined by the  bank monthly.  The Credit  Facility was established to
     finance the Company's purchases of  drill pipe and oil and  gas exploration
     activities.   Interest  only is  payable monthly  and the  entire principal
     amount is due and payable on  January 15, 1998.  The Credit  Facility bears
     interest at the bank's base rate and is secured by substantially all of the
     Company's accounts  receivable, drilling  rigs and  related equipment.   At
     December  31,  1997, there  were no  amounts  outstanding under  the Credit
     Facility.

          In August 1996, the Company entered into  a second loan agreement with
     its bank  lender.  This second  loan agreement provides for  a $2.0 million
     revolving  line of credit (the  "Line of Credit")  secured by substantially
     all of  the Company's producing oil and gas properties.  The Line of Credit
     was established to finance the Company's oil and gas exploration activities
     and for general  corporate purposes.  The Line of  Credit bears interest at
     the bank's  base rate and interest  only is payable  monthly.  The  Line of
     Credit matures on  February 15, 1998,  at which time  the principal  amount
     then  outstanding is due and payable, plus any accrued and unpaid interest.
     At December 31, 1997, no amounts were outstanding under the Line of Credit.

          The Company intends  to meet  its fiscal 1998  cash flow  requirements
     through cash  flow  provided from  operations  and, if  needed,  additional
     borrowings  under the Credit Facility and Line  of Credit.  As described in
     "Item 1  - Legal  Proceedings", the  Company was a  defendant in  a lawsuit
     filed  against  it  by  Texas  Property  and  Casualty  Insurance  Guaranty
     Association which had  resulted in the  Company's accrual of  approximately
     $854,000  for a contingent  liability.  On  September 9,  1997, the Company
     entered into a  settlement agreement  with the Guaranty  Association.   The
     Company agreed  to pay to the  Guaranty Association the sum  of $375,000 in
     full satisfaction  of  any  liability  relating to  the  Company's  workers
     compensation programs with SFIC  and Sir Lloyd's Insurance Company  and the
     lawsuit  brought  by  the  Guaranty  Association.    As  a  result  of  the
     settlement, the Company recognized approximately $479,000 as  miscellaneous
     income during the quarter ended September 30, 1997.

          In  addition, the Company has entered into a settlement agreement with
     the insurance  agent that represented the  Company at the time  the workers
     compensation insurance policies were  purchased from Sir Lloyd's  and SFIC.
     The agent  has paid the Company  the sum of $180,000 in  full settlement of
     all  claims  and liabilities  relating to  SFIC  and Sir  Lloyd's Insurance
     Company.  This amount was recognized as miscellaneous income in the quarter
     ended September 30, 1997.


                                         -16-


<PAGE> 17
     Trends and Prices

          Although the domestic onshore  contract drilling business is currently
     experiencing  increased  demand for  drilling  services,  primarily due  to
     stronger  oil and  gas prices  and technological  advances, the  market for
     onshore contract drilling services has generally been depressed since 1982,
     when oil and gas prices began to weaken.  The Company 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 is experiencing a shortage of qualified
     drilling rig personnel.   The continued growth and expansion of the Company
     will  depend upon, among other factors, the successful retention of skilled
     and qualified drilling rig personnel.  If the Company is  unable to attract
     and  retain  additional qualified  personnel,  its  ability to  market  and
     operate  more drilling rigs and  expand its operations  will continue to be
     restricted.

          In  recent years,  oil and  gas prices  have been  extremely volatile.
     Prices for oil and gas  are affected by market supply and demand factors as
     well  as  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  and demand for oil  and gas, domestic  or
     worldwide political events or the effects of any such factors on the prices
     received by the Company for its oil and gas.


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

          In November,  1995, the Company was  notified that a lawsuit  had been
     filed  in Travis County, Texas styled Texas Property and Casualty Insurance
     Guaranty Association  vs. TMBR/Sharp  Drilling, Inc. (Cause  No. 95-12318).
     The Texas  Property and Casualty Insurance  Guaranty Association ("Guaranty
     Association")  was seeking a recovery  of past workers' compensation claims

                                         -17-







<PAGE> 18
     advanced  by  the Guaranty  Association  related to  the  Company's workers
     compensation  insurance program  with SFIC.   The Guaranty  Association was
     seeking to recover a total of $803,057.11.

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

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

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

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












                                         -18-





<PAGE> 19
     Item 6.  Exhibits and reports on Form 8-K.

          (a)  Exhibits:
                              
               10.01 - Bonus  Agreement dated  October 2,  1997, between  Joe G.
                       Roper and the Registrant.

               10.02 - Bonus Agreement dated October  2, 1997, between Thomas C.
                       Brown and the Registrant.

               10.03 - Bonus Agreement  dated October 3, 1997,  between David N.
                       Fitzgerald and the Registrant.

               10.04 - Bonus Agreement dated October  3, 1997, between Donald L.
                       Evans and the Registrant.

               10.05 - Bonus Agreement dated  October 2, 1997,  between Patricia
                       R. Elledge and the Registrant.

               10.06 - Bonus  Agreement dated  October 2,  1997, between  Don H.
                       Lawson and the Registrant.

               10.07 - Bonus Agreement dated October 2, 1997, between Jeffrey D.
                       Phillips and the Registrant.

               10.08 - Form  of Key  Employee Bonus  Agreement dated  October 3,
                       1997, between nine Key Employees and the Registrant

               10.09 - Form of  Bonus Agreement  dated October 3,  1997, between
                       three Superintendents and the Registrant.

               10.10 - Form of  Bonus Agreement  dated October 3,  1997, between
                       thirty Toolpushers and the Registrant.

               27    - Financial Data Schedule

          (b)  Reports on Form 8-K:

               No  reports on  Form  8-K were  filed  during the  quarter  ended
               December 31, 1997.












                                         -19-






<PAGE> 20
                                      SIGNATURES




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



                                           TMBR/SHARP DRILLING, INC.            




     February 11, 1998                By:  /s/  Patricia R. Elledge             
     -----------------                     -------------------------
          Date                                  Patricia R. Elledge             
                                                Controller/Treasurer            

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





























                                         -20-





<PAGE> 21
                                    Exhibit Index



      Exhibit                                                      Page
      Number                     Description                       Number    
      -------                    -----------                       -------
               
       10.01 - Bonus Agreement dated October 2, 1997, between        22
               Joe G. Roper and the Registrant.                      
           
       10.02 - Bonus Agreement dated October 2, 1997, between        28
               Thomas C. Brown and the Registrant.                   

       10.03 - Bonus Agreement dated October 3, 1997, between        34
               David N. Fitzgerald and the Registrant.               
       
       10.04 - Bonus Agreement dated October 3, 1997, between        39
               Donald L. Evans and the Registrant.                   
       
       10.05 - Bonus Agreement dated October 2, 1997, between        44
               Patricia R. Elledge and the Registrant.               
       
       10.06 - Bonus Agreement dated October 2, 1997, between        50
               Don H. Lawson and the Registrant.                     
       
       10.07 - Bonus Agreement dated October 2, 1997, between        56
               Jeffrey D. Phillips and the Registrant.               

       10.08 - Form  of  Key  Employee  Bonus Agreement dated        62
               October 3, 1997, between  nine  Key  Employees 
               and the Registrant.                                   
       
       10.09 - Form of Bonus Agreement dated October 3, 1997,        69
               between    three   Superintendents   and   the  
               Registrant.                                           

       10.10 - Form of Bonus Agreement dated October 3, 1997,        75
               between thirty Toolpushers and the Registrant.        

       27    - Financial Data Schedule                               82












                                         -21-





<PAGE> 22
     Exhibit 10.1


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT
                           FOR OFFICERS AND SUPERINTENDENTS


          Agreement (the   Agreement ),  dated as  of  October 2,  1997  between
     TMBR/SHARP DRILLING, INC., a Texas corporation (the "Company"), and JOE  G.
     ROPER ( Employee ).

                                     RECITATIONS

          The Company may  seek to sell a significant portions  of the operating
     assets  of the Company  (an  Asset Acquisition" as  defined in Section 1(a)
     hereof)  to  another Person  (as  defined in  Section  1(e) hereof)  or the
     Company  may enter  into  a transaction  which  could involve  a  Change in
     Control (as defined  in Section 1(c) hereof)  or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative that the Company  and the Board be able to rely  upon
     the  Employee to  continue in the  Employee s position as  President of the
     Company,  and  that the  Company  be  able to  receive  and  rely upon  the
     Employee's services and  advice, if requested, as to the  best interests of
     the Company and its shareholders without concern that the Employee might be
     distracted  by the  personal uncertainties  and risks  created by  any such
     proposed Asset Acquisition or Change in Control;

          The Board has  authorized the Company to enter into  a bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE, to assure the Company that it will have the  continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of  Control, and to induce the Employee to
     remain  in  the employ  of the  Company, and  for  other good  and valuable
     consideration, the Company and the Employee agree as follows:













                                         -22-





<PAGE> 23
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services  During  Certain Events.    If the  Employee  remains in
     continuous employment as  a superintendent  for the Company  from the  date
     hereof until either  (a) an Asset Acquisition is consummated,  (b) a Change
     in  Control occurs or  (c) the  Employee s employment  with the  Company is
     terminated by the Company for a  reason other than Cause (with the earliest
     of  such event  to occur  being referred  to herein  as the   Bonus Vesting
     Date ),  then the  Employee shall  be entitled  to receive  a bonus  in the

                                         -23-





<PAGE> 24
     amount determined pursuant to Section 3 hereof.  

          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the  Company within ten (10) days  following the Bonus Vesting Date
          in an amount equal to 2.99 times the Employee s Earnings (as such term
          is defined below).

               (b)  Other  Benefit  Plans.    The  bonus  provided  for  in this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in  other benefit plans in  which the Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel generally in  the class  or category of  the Employee or  to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation  to pay or cause  to be paid  to the Employee the  bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for (i)  dishonesty, (ii) conviction of  a felony, or (iii)  the
     continued failure  by the Employee  to perform the  duties assigned  to the
     Employee  that are consistent  with the position  of the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled,  retires,  ceases  to be  a  superintendent  for  the Company  or
     voluntarily terminates his employment  with the Company prior to  the Bonus
     Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following  the execution  hereof,  the Employee  will not  without the
          prior written consent of the Company, disclose to any  person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become known  to  the  Employee  as  a result  of  his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply to  confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of  breach of this Section 5 by the Employee would be difficult,
          if not impossible, to ascertain,  and it is therefore agreed  that the
          Company, in addition to and without limiting any other remedy or right
          it may  have, shall have the right to an injunction or other equitable
          relief  in  any court  of  competent jurisdiction  enjoining  any such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee  may have on the ground of lack of jurisdiction or competence
          of the court  to grant such an  injunction or other  equitable relief.

                                         -24-





<PAGE> 25
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing any other  rights and remedies at law or  in equity which the
          Company may have.

          6.   Reduction in Payments. Notwithstanding the  provisions of Section
     3(a)  hereof in no event  shall any payment  to be made  under Section 3(a)
     exceed  $1.00 less than three times the Employee's "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If any  portion of  the payments  or benefits  to  be made
     available to the  Employee pursuant  to Section  3 would  be considered  an
     "Excess Parachute Payment" within the meaning of Section 28OG  of the Code,
     the amount of cash  otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof  shall be  reduced  to the  extent  (but only  to  the extent)
     necessary to cause no portion of the payments or benefits made available to
     the  Employee pursuant  to  Section 3  hereof to  be  considered an  Excess
     Parachute  Payment within the meaning of Section  28OG of the Code.  Arthur
     Andersen LLP or such  other accounting firm that may be  agreed upon by the
     Company  and  the  Employee  (the  Accounting  Firm")  shall  determine the
     Employee's Base Amount  and the amount of any Excess Parachute Payments for
     purposes of this Section 6. All  determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the  Company and the Employee.  All  fees and expenses of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term of Agreement.     Unless terminated earlier  as a result  of
     Employee s termination of employment with the Company, this Agreement shall
     remain in full force and  effect through December 31, 1998, and,  beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one  (1) year periods, unless by September  30th of any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation,  or to execution, attachment, levy  or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as expressly  provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may  have with
          the Employee.

               (c)  Amendment.   This Agreement may  not be amended, modified or

                                         -25-





<PAGE> 26
          canceled except by written agreement of the Company and the Employee. 

               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The Company  will require any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and  agree to perform this Agreement
               in the same manner and to  the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This Agreement  shall inure to  the benefit of,  and be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and  legates.   If the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events  occurring prior to death, such
               bonus shall be paid pursuant  to the last beneficiary designation
               executed by  the  Employee and  filed with  the Company.   If  no
               beneficiary form  has been filed with respect  to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be subject to all requirements  of the law with regard
          to  withholding of taxes, filing, making  of reports and the like, and
          the Company shall use  its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED IN ACCORDANCE WITH THE  LAWS OF THE STATE OF TEXAS,  WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of Section  3 of this Agreement,  the entering into of  this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration for  the employment  of the
          Employee, and  nothing  herein contained shall  be deemed to give  the
          Employee the right to be  retained in the employ of the  Company or to
          restrict the right  of the  Company to discharge  the Employee at  any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and

                                         -26-





<PAGE> 27
          vice  versa.  Wherever  words appear in  the singular or  plural, they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.

               (k)  Headings.  The headings of the Sections herein  are included
          solely for reference convenience, and shall not in any way  affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.





          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     
                                                                             
                                             Thomas C. Brown
                                             Chairman of the Board of Directors


                                        EMPLOYEE


                                                                                

                                        Joe G. Roper


     i:\pbooker\jma\tmbr sharp\officer bonus agreement














                                         -27-





<PAGE> 28
     Exhibit 10.2



                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT
                           FOR OFFICERS AND SUPERINTENDENTS


          Agreement  (the  Agreement ),  dated  as of  October  2, 1997  between
     TMBR/SHARP DRILLING, INC., a Texas  corporation (the "Company"), and THOMAS
     C. BROWN ( Employee ).

                                     RECITATIONS

          The Company  may seek to sell a  significant portions of the operating
     assets  of the Company (an   Asset Acquisition" as  defined in Section 1(a)
     hereof)  to another  Person (as  defined  in Section  1(e)  hereof) or  the
     Company  may enter  into  a transaction  which could  involve  a Change  in
     Control (as defined  in Section 1(c) hereof)  or the Company may  otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that  it is imperative that the Company and  the Board be able to rely upon
     the Employee  to continue  in the  Employee s position  as Chairman  of the
     Board of Directors and Chief Executive Officer of the Company, and that the
     Company  be  able to  receive  and rely  upon  the Employee's  services and
     advice,  if requested,  as to  the best  interests of  the Company  and its
     shareholders without concern that  the Employee might be distracted  by the
     personal  uncertainties  and  risks  created  by any  such  proposed  Asset
     Acquisition or Change in Control;

          The Board has  authorized the Company to enter  into a bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE, to assure the Company  that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of Control, and  to induce the Employee to
     remain  in  the employ  of the  Company, and  for  other good  and valuable
     consideration, the Company and the Employee agree as follows:










                                         -28-






<PAGE> 29
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services  During  Certain Events.    If the  Employee  remains in
     continuous employment for the Company from the date hereof until either (a)
     an Asset  Acquisition is consummated, (b) a Change in Control occurs or (c)
     the Employee s employment with the Company is terminated by the Company for
     a reason other than Cause  (with the earliest of such event to  occur being
     referred to herein as the  Bonus Vesting Date ), then the Employee shall be
     entitled to receive a bonus in the amount determined pursuant  to Section 3

                                         -29-





<PAGE> 30
     hereof.  
          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the Company within ten  (10) days following the Bonus Vesting  Date
          in an amount equal to 2.99 times the Employee s Earnings (as such term
          is defined below).

               (b)  Other  Benefit  Plans.    The  bonus  provided for  in  this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in other  benefit plans in which the  Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel  generally in  the class or  category of the  Employee or to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation  to pay or  cause to be paid  to the Employee  the bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for  (i) dishonesty, (ii) conviction  of a felony, or  (iii) the
     continued failure by  the Employee to  perform the  duties assigned to  the
     Employee that  are consistent with  the position of  the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled, retires or voluntarily terminates his employment with the Company
     prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following  the execution  hereof, the  Employee will  not without  the
          prior written consent of the Company,  disclose to any person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become  known  to the  Employee  as  a  result of  his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply  to confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section 5 by the Employee  would be difficult,
          if  not impossible, to ascertain, and  it is therefore agreed that the
          Company, in addition to and without limiting any other remedy or right
          it may have, shall have the right to an injunction  or other equitable
          relief  in any  court  of competent  jurisdiction  enjoining any  such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee may have on the ground of lack  of jurisdiction or competence
          of the court  to grant such  an injunction or other  equitable relief.
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing  any other rights and remedies at  law or in equity which the
          Company may have.



                                        -30-


<PAGE> 31
          6.   Reduction in Payments. Notwithstanding  the provisions of Section
     3(a) hereof  in no event  shall any payment to  be made under  Section 3(a)
     exceed $1.00 less than three times the Employee's  "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If  any portion  of the  payments or  benefits to  be made
     available  to the  Employee pursuant  to Section  3 would be  considered an
     "Excess Parachute Payment" within the meaning  of Section 28OG of the Code,
     the amount of  cash otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof shall  be  reduced to  the  extent (but  only  to the  extent)
     necessary to cause no portion of the payments or benefits made available to
     the Employee  pursuant to  Section  3 hereof  to  be considered  an  Excess
     Parachute Payment within  the meaning of Section 28OG of  the Code.  Arthur
     Andersen LLP or such other accounting  firm that may be agreed upon  by the
     Company and  the  Employee  (the  Accounting  Firm")  shall  determine  the
     Employee's Base Amount and the amount of any Excess Parachute  Payments for
     purposes  of this Section 6. All determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the Company and the  Employee.  All fees and expenses  of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term  of Agreement.    Unless terminated  earlier as a  result of
     Employee s termination of employment with the Company, this Agreement shall
     remain  in full force and effect through  December 31, 1998, and, beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one (1) year  periods, unless by September 30th of  any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation, or  to execution, attachment, levy  or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as  expressly provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may have  with
          the Employee.

               (c)  Amendment.   This Agreement may not  be amended, modified or
          canceled except by written agreement of the Company and the Employee. 


                                         -31-







<PAGE> 32
               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The  Company will require any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and agree  to perform this Agreement
               in the  same manner and to the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This  Agreement shall inure  to the benefit  of, and be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and legates.   If  the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events occurring  prior to death, such
               bonus  shall be paid pursuant to the last beneficiary designation
               executed  by the  Employee and  filed with  the Company.    If no
               beneficiary form has  been filed with respect  to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be  subject to all requirements of the law with regard
          to withholding of  taxes, filing, making of reports and  the like, and
          the Company shall  use its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED  IN ACCORDANCE WITH THE LAWS OF  THE STATE OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of  Section 3 of this  Agreement, the entering  into of this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration  for the employment  of the
          Employee, and   nothing herein contained shall  be deemed to give  the
          Employee  the right to be retained in the  employ of the Company or to
          restrict  the right of  the Company to  discharge the Employee  at any
          time.
               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and
          vice versa.   Wherever words appear  in the singular  or plural,  they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.

                                         -32-





<PAGE> 33
               (k)  Headings.  The headings of the Sections herein are  included
          solely for  reference convenience, and shall not in any way affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        EMPLOYEE


                                                                                

                                        Thomas C. Brown


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                                         -33-





<PAGE> 34
     Exhibit 10.3


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT


          Agreement (the   Agreement ),  dated as  of  October 3,  1997  between
     TMBR/SHARP DRILLING,  INC., a Texas corporation (the  "Company"), and DAVID
     N. FITZGERALD ( Fitzgerald ).

                                     RECITATIONS

          The Company may  seek to sell a significant portions  of the operating
     assets  of the Company  (an  Asset Acquisition" as  defined in Section 1(a)
     hereof)  to  another Person  (as  defined in  Section  1(e) hereof)  or the
     Company  may enter  into  a transaction  which  could involve  a  Change in
     Control (as defined  in Section 1(c) hereof)  or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative that the Company  and the Board be able to rely  upon
     Fitzgerald to  continue in  his  position as  an  outside Director  of  the
     Company, and that the Company be able to receive and rely upon Fitzgerald's
     services and advice, if requested, as  to the best interests of the Company
     and its shareholders without concern that Fitzgerald might be distracted by
     the personal uncertainties  and risks  created by any  such proposed  Asset
     Acquisition or Change in Control;

          The Board has  authorized the Company to enter into  a bonus agreement
     in the form hereof with Fitzgerald;

          NOW, THEREFORE, to assure the Company that it will have the  continued
     dedication of Fitzgerald and  the availability of his services,  advice and
     counsel notwithstanding  the anticipated  consummation of  any transactions
     contemplated  by  an  Asset  Acquisition  or  the  possibility,  threat  or
     occurrence of  a Change of Control,  and to induce Fitzgerald  to remain in
     the employ  of the Company, and for  other good and valuable consideration,
     the Company and Fitzgerald agree as follows:













                                         -34-






<PAGE> 35
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9) and 13(d)(3)  of the Securities  Exchange Act of  1934, as  in
          effect on September 1, 1997.

               (e)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding securities of the Company having the right  under ordinary
          circumstances to vote at an election of the Board.

          2.   Services During Certain Events.  If Fitzgerald continues to serve
     as an outside Director of the Company from the date hereof until either (a)
     an Asset Acquisition is consummated or (b) a Change in Control occurs (with
     the earliest of such event to occur  being referred to herein as the  Bonus
     Vesting Date ), then he shall be entitled to receive a bonus in  the amount
     specified in Section 3 hereof.  













                                         -35-





<PAGE> 36
          3.   Payment of Bonus.  

               (a)  The  Company agrees that Fitzgerald shall be paid a bonus by
          the Company within  ten (10) days following the Bonus  Vesting Date in
          the amount of $100,000.

               (b)  Other  Benefit  Plans.   The  bonus  provided  for  in  this
          Agreement  is  not intended  to  require  or to  exclude  Fitzgerald's
          continued participation in other benefit  plans in which he  currently
          participates or to preclude  other compensation or benefits as  may be
          authorized by the Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have  no obligation  to pay  or cause  to be  paid to Fitzgerald  the bonus
     described  herein if Fitzgerald dies, becomes disabled, retires, resigns or
     is removed as an outside Director of the Company prior to the Bonus Vesting
     Date.

          5.   Confidentiality.

               (a)  Confidentiality.   Fitzgerald  agrees  that   at  all  times
          following  the execution hereof, he will not without the prior written
          consent  of the Company, disclose  to any person,  firm or corporation
          any  confidential information of the Company or its subsidiaries which
          is now known to Fitzgerald or which hereafter may become  known to him
          as a  result of his service as a Director  or his association with the
          Company  and which  could  be helpful  to  a competitor,  unless  such
          disclosure  is required  under  the terms  of  a valid  and  effective
          subpoena  or order issued by  a court or  governmental body; provided,
          however,  that   the  foregoing   shall  not  apply   to  confidential
          information which becomes publicly disseminated by  means other than a
          breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section 5 by Fitzgerald would be difficult, if
          not  impossible, to  ascertain, and  it is  therefore agreed  that the
          Company, in addition to and without limiting any other remedy or right
          it may have, shall have the  right to an injunction or other equitable
          relief  in any  court  of competent  jurisdiction  enjoining any  such
          breach,  and Fitzgerald hereby waives any and all defenses he may have
          on the  ground of lack of  jurisdiction or competence of  the court to
          grant such an injunction or other  equitable relief.  The existence of
          this  right shall  not preclude  the Company  from pursuing  any other
          rights and remedies at law or in equity which the Company may have.

          6.   Term of  Agreement.   This  Agreement shall remain  in full force
     and  effect  through December  31, 1998,  and,  beginning each  January lst
     thereafter, this  Agreement shall be automatically  extended for additional
     one  (1) year  periods, unless by  September 30th  of any  year the Company
     gives notice that this Agreement will not be so extended.  



                                         -36-





<PAGE> 37
          7.   Miscellaneous.

               (a)  Assignment.   Except as provided in  Section 7(f)(ii) below,
          no  right,  benefit  or   interest  hereunder  shall  be   subject  to
          assignment,  anticipation,  alienation,  sale,   encumbrance,  charge,
          pledge,  hypothecation or  set-off in  respect of  any claim,  debt or
          obligation, or to execution, attachment, levy or similar process.

               (b)  Construction  of Agreement.    Except as  expressly provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued  service by  Fitzgerald as a  Director to the  Company.  The
          benefits provided under  this Agreement  shall be in  addition to  any
          other  compensation agreement or arrangement that the Company may have
          with Fitzgerald.

               (c)  Amendment.  This Agreement may  not be amended, modified  or
          canceled except by written agreement of the Company and Fitzgerald. 

               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  If any provision or portion of this Agreement
          shall be determined to be invalid or unenforceable for any reason, the
          remaining  provisions of this Agreement shall remain in full force and
          effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The Company will require  any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and  agree to perform this Agreement
               in the same manner and to  the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This Agreement  shall inure to  the benefit of,  and be
               enforceable  by, Fitzgerald's personal  or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees  and legates.   If  the   Director dies after  the Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events  occurring prior to death, such
               bonus shall be paid pursuant  to the last beneficiary designation
               executed  by  Fitzgerald  and filed  with  the  Company.   If  no
               beneficiary form  has been filed with respect  to this Agreement,
               the bonus shall be paid to Fitzgerald's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be subject to all requirements of the law  with regard
          to withholding of taxes,  filing, making of reports and  the like, and
          the Company shall  use its best efforts  to satisfy promptly  all such
          requirements.



                                          -37-


<PAGE> 38

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE  OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)  Gender.  Wherever  in this instrument words are used in
          the  masculine or neuter gender, they shall be read and construed
          as in  the  masculine, feminine  or neuter  gender wherever  they
          would so apply,  and vice versa.   Wherever  words appear in  the
          singular or  plural, they shall  be read and construed  as in the
          plural or singular, respectively, wherever they would so apply.

               (j)  Headings.  The headings of the Sections herein  are included
          solely for reference convenience, and shall  not in any way affect the
          meaning or interpretation of the Agreement.

               (k)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        FITZGERALD


                                                                                

                                        David N. Fitzgerald


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                                         -38-






    <PAGE> 39
     Exhibit 10.4


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT


          Agreement (the   Agreement ),  dated as  of  October 3,  1997  between
     TMBR/SHARP DRILLING, INC., a Texas corporation (the "Company"), and  DONALD
     L. EVANS ( Evans ).

                                     RECITATIONS

          The Company may  seek to sell a significant portions  of the operating
     assets  of the Company  (an  Asset Acquisition" as  defined in Section 1(a)
     hereof)  to  another Person  (as  defined in  Section  1(e) hereof)  or the
     Company  may enter  into  a transaction  which  could involve  a  Change in
     Control (as defined  in Section 1(c) hereof)  or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative that the Company  and the Board be able to rely  upon
     Evans to  continue in his position  as an outside Director  of the Company,
     and that the Company be able to  receive and rely upon Evans's services and
     advice,  if requested,  as to  the best  interests of  the Company  and its
     shareholders without concern that Evans might be distracted by the personal
     uncertainties and risks created  by any such proposed Asset  Acquisition or
     Change in Control;

          The Board has  authorized the Company to enter into  a bonus agreement
     in the form hereof with Evans;

          NOW, THEREFORE, to assure the Company that it will have the  continued
     dedication  of Evans  and  the availability  of  his services,  advice  and
     counsel notwithstanding  the anticipated  consummation of  any transactions
     contemplated  by  an  Asset  Acquisition  or  the  possibility,  threat  or
     occurrence of  a Change of  Control, and to induce  Evans to remain  in the
     employ of  the Company, and for other  good and valuable consideration, the
     Company and Evans agree as follows:













                                         -39-






<PAGE> 40
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9) and 13(d)(3)  of the Securities  Exchange Act of  1934, as  in
          effect on September 1, 1997.

               (e)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding securities of the Company having the right  under ordinary
          circumstances to vote at an election of the Board.

          2.   Services During Certain Events.   If Evans continues to  serve as
     an outside Director of the Company from the date hereof until either (a) an
     Asset Acquisition  is consummated or (b)  a Change in Control  occurs (with
     the earliest of such event to occur  being referred to herein as the  Bonus
     Vesting Date ), then he shall be entitled to receive a bonus in  the amount
     specified in Section 3 hereof.  













                                         -40-





<PAGE> 41
          3.   Payment of Bonus.  

               (a)  The  Company agrees that Evans shall be  paid a bonus by the
          Company within ten  (10) days following the Bonus Vesting  Date in the
          amount of $100,000.

               (b)  Other  Benefit  Plans.   The  bonus  provided  for  in  this
          Agreement  is not intended to  require or to  exclude Evan's continued
          participation   in  other   benefit  plans   in  which   he  currently
          participates or to preclude  other compensation or benefits as  may be
          authorized by the Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation to pay or cause to be  paid to Evans the bonus described
     herein if Evans  dies, becomes disabled, retires, resigns or  is removed as
     an outside Director of the Company prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality. Evans  agrees that  at all times  following
          the execution hereof, he will not without the prior written consent of
          the  Company,  disclose  to  any  person,   firm  or  corporation  any
          confidential  information of the Company or  its subsidiaries which is
          now known to Evans  or which hereafter  may become known  to him as  a
          result  of  his service  as a  Director  or his  association  with the
          Company  and which  could  be helpful  to  a competitor,  unless  such
          disclosure  is required  under  the terms  of  a valid  and  effective
          subpoena  or order issued by  a court or  governmental body; provided,
          however,  that   the  foregoing   shall  not  apply   to  confidential
          information which becomes publicly disseminated  by means other than a
          breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section 5 by Evans would be difficult, if  not
          impossible, to ascertain, and it is therefore agreed that the Company,
          in addition to and without  limiting any other remedy or right  it may
          have, shall have the right to  an injunction or other equitable relief
          in  any court of competent jurisdiction enjoining any such breach, and
          Evans hereby waives any and all defenses he may have on the  ground of
          lack of  jurisdiction or  competence of  the  court to  grant such  an
          injunction or other  equitable relief.   The existence  of this  right
          shall  not preclude  the Company  from pursuing  any other  rights and
          remedies at law or in equity which the Company may have.

          6.   Term of Agreement.    This Agreement  shall remain in full  force
     and  effect  through December  31, 1998,  and,  beginning each  January lst
     thereafter, this  Agreement shall be automatically  extended for additional
     one (1)  year periods, unless  by September  30th of any  year the  Company
     gives notice that this Agreement will not be so extended.  


          7.   Miscellaneous.

                                         -41-





<PAGE> 42
               (a)  Assignment.   Except as provided in  Section 7(f)(ii) below,
          no  right,  benefit  or   interest  hereunder  shall  be  subject   to
          assignment,  anticipation,  alienation,  sale,   encumbrance,  charge,
          pledge,  hypothecation or  set-off in  respect of  any claim,  debt or
          obligation, or to execution, attachment, levy or similar process.

               (b)  Construction of  Agreement.   Except  as expressly  provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued service by Evans as a Director to the Company.  The benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may  have with
          Evans.

               (c)  Amendment.   This Agreement may  not be amended, modified or
          canceled except by written agreement of the Company and Evans. 

               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  If any provision or portion of this Agreement
          shall be determined to be invalid or unenforceable for any reason, the
          remaining  provisions of this Agreement shall remain in full force and
          effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The Company will require  any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and agree  to perform this Agreement
               in the  same manner and to the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This  Agreement shall inure  to the benefit  of, and be
               enforceable  by,  Evans'   personal  or  legal   representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees  and legates.   If the   Director  dies after  the Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events occurring  prior to death, such
               bonus  shall be paid pursuant to the last beneficiary designation
               executed by Evans and filed with the  Company.  If no beneficiary
               form has been  filed with  respect to this  Agreement, the  bonus
               shall be paid to0 Evans' estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be subject to all  requirements of the law with regard
          to withholding of taxes, filing,  making of reports and the like,  and
          the Company shall  use its best  efforts to satisfy promptly  all such
          requirements.


                                         -42-





<PAGE> 43
               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED IN ACCORDANCE WITH THE  LAWS OF THE STATE OF  TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)  Gender.  Wherever in this instrument words are  used in
          the  masculine or neuter gender, they shall be read and construed
          as  in the  masculine, feminine  or neuter  gender  wherever they
          would so  apply, and  vice versa.   Wherever words appear  in the
          singular or  plural, they shall be  read and construed as  in the
          plural or singular, respectively, wherever they would so apply.

               (j)  Headings.  The headings of  the Sections herein are included
          solely for  reference convenience, and shall not in any way affect the
          meaning or interpretation of the Agreement.

               (k)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        EVANS


                                                                                

                                        Donald L. Evans


     i:\pbooker\jma\tmbr sharp\fitzgerald bonus agreement











                                         -43-





<PAGE> 44
     Exhibit 10.5


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT
                           FOR OFFICERS AND SUPERINTENDENTS


          Agreement  (the  Agreement ),  dated as  of October  2,   1997 between
     TMBR/SHARP  DRILLING,  INC.,  a  Texas  corporation  (the  "Company"),  and
     PATRICIA R. ELLEDGE ( Employee ).

                                     RECITATIONS

          The Company may seek to  sell a significant portions of the  operating
     assets of the  Company (an  Asset  Acquisition" as defined in  Section 1(a)
     hereof)  to another  Person  (as defined  in  Section 1(e)  hereof)  or the
     Company  may enter  into a  transaction  which could  involve  a Change  in
     Control (as  defined in Section 1(c)  hereof) or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative  that the Company and the Board be  able to rely upon
     the  Employee  to  continue  in  the  Employee s  position  as  Controller,
     Treasurer and Assistant  Secretary of the Company, and that  the Company be
     able to  receive  and rely  upon  the Employee's  services and  advice,  if
     requested, as to  the best interests  of the Company  and its  shareholders
     without  concern  that the  Employee might  be  distracted by  the personal
     uncertainties and risks created  by any such proposed Asset  Acquisition or
     Change in Control;

          The  Board has authorized the Company  to enter into a bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE, to assure  the Company that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of  a Change of Control, and to induce the Employee to
     remain  in the  employ of  the  Company, and  for other  good and  valuable
     consideration, the Company and the Employee agree as follows:











                                         -44-






<PAGE> 45
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on the Employee's behalf  in respect of such base salary  had she
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services  During  Certain Events.    If the  Employee  remains in
     continuous employment for the Company from the date hereof until either (a)
     an Asset  Acquisition is consummated, (b) a Change in Control occurs or (c)
     the Employee s employment with the Company is terminated by the Company for
     a reason other than Cause  (with the earliest of such event to  occur being
     referred to herein as the  Bonus Vesting Date ), then the Employee shall be
     entitled to receive a bonus in the amount determined pursuant  to Section 3

                                         -45-





    <PAGE> 46
     hereof.  
          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the Company within ten  (10) days following the Bonus Vesting  Date
          in an amount equal to 2 times the Employee s Earnings (as such term is
          defined below).

               (b)  Other  Benefit  Plans.    The  bonus  provided for  in  this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in other  benefit plans in which the  Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel  generally in  the class or  category of the  Employee or to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation  to pay or  cause to be paid  to the Employee  the bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for  (i) dishonesty, (ii) conviction  of a felony, or  (iii) the
     continued failure by  the Employee to  perform the  duties assigned to  the
     Employee that  are consistent with  the position of  the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled, retires or voluntarily terminates her employment with the Company
     prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following  the execution  hereof, the  Employee will  not without  the
          prior written consent of the Company,  disclose to any person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become  known  to the  Employee  as  a  result of  her  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply  to confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section 5 by the Employee  would be difficult,
          if  not impossible, to ascertain, and  it is therefore agreed that the
          Company, in addition to and without limiting any other remedy or right
          it may have, shall have the right to an injunction  or other equitable
          relief  in any  court  of competent  jurisdiction  enjoining any  such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee may have on the ground of lack  of jurisdiction or competence
          of the court  to grant such  an injunction or other  equitable relief.
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing  any other rights and remedies at  law or in equity which the
          Company may have.


                                         -46-



<PAGE> 47
          6.   Reduction in Payments. Notwithstanding  the provisions of Section
     3(a) hereof  in no event  shall any payment to  be made under  Section 3(a)
     exceed $1.00 less than three times the Employee's  "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If  any portion  of the  payments or  benefits to  be made
     available  to the  Employee pursuant  to Section  3 would be  considered an
     "Excess Parachute Payment" within the meaning  of Section 28OG of the Code,
     the amount of  cash otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof shall  be  reduced to  the  extent (but  only  to the  extent)
     necessary to cause no portion of the payments or benefits made available to
     the Employee  pursuant to  Section  3 hereof  to  be considered  an  Excess
     Parachute Payment within  the meaning of Section 28OG of  the Code.  Arthur
     Andersen LLP or such other accounting  firm that may be agreed upon  by the
     Company and  the  Employee  (the  Accounting  Firm")  shall  determine  the
     Employee's Base Amount and the amount of any Excess Parachute  Payments for
     purposes  of this Section 6. All determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the Company and the  Employee.  All fees and expenses  of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term  of Agreement.    Unless terminated  earlier as a  result of
     Employee s termination of employment with the Company, this Agreement shall
     remain  in full force and effect through  December 31, 1998, and, beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one (1) year  periods, unless by September 30th of  any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation, or  to execution, attachment, levy  or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as  expressly provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may have  with
          the Employee.

               (c)  Amendment.   This Agreement may not  be amended, modified or
          canceled except by written agreement of the Company and the Employee. 


                                         -47-







<PAGE> 48
               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The  Company will require any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and agree  to perform this Agreement
               in the  same manner and to the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This  Agreement shall inure  to the benefit  of, and be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and legates.   If  the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events occurring  prior to death, such
               bonus  shall be paid pursuant to the last beneficiary designation
               executed  by the  Employee and  filed with  the Company.    If no
               beneficiary form has  been filed with respect  to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be  subject to all requirements of the law with regard
          to withholding of  taxes, filing, making of reports and  the like, and
          the Company shall  use its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED  IN ACCORDANCE WITH THE LAWS OF  THE STATE OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of  Section 3 of this  Agreement, the entering  into of this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration  for the employment  of the
          Employee, and   nothing herein contained shall  be deemed to give  the
          Employee  the right to be retained in the  employ of the Company or to
          restrict  the right of  the Company to  discharge the Employee  at any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and
          vice versa.   Wherever words  appear in the  singular or plural,  they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.


                                           -48-



<PAGE> 49
               (k)  Headings.  The headings of  the Sections herein are included
          solely for reference convenience, and shall  not in any way affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        EMPLOYEE


                                                                                

                                        Patricia R. Elledge


     i:\pbooker\jma\tmbr sharp\officer bonus agreement


















                                         -49-







    <PAGE> 50
     Exhibit 10.6


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT
                           FOR OFFICERS AND SUPERINTENDENTS


          Agreement  (the   Agreement ), dated  as  of October  2,  1997 between
     TMBR/SHARP  DRILLING, INC., a Texas corporation (the "Company"), and DON H.
     LAWSON ( Employee ).

                                     RECITATIONS

          The Company may seek to  sell a significant portions of the  operating
     assets of the  Company (an  Asset  Acquisition" as defined in  Section 1(a)
     hereof)  to another  Person  (as defined  in  Section 1(e)  hereof)  or the
     Company  may enter  into a  transaction  which could  involve  a Change  in
     Control (as  defined in Section 1(c)  hereof) or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative  that the Company and the Board be  able to rely upon
     the  Employee to  continue in  the Employee s  position as  Vice President-
     Operations of the Company, and that the Company be able to receive and rely
     upon the  Employee's  services and  advice, if  requested, as  to the  best
     interests  of the  Company and  its shareholders  without concern  that the
     Employee  might  be  distracted by  the  personal  uncertainties  and risks
     created by any such proposed Asset Acquisition or Change in Control;

          The Board has authorized  the Company to enter into a  bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE,  to assure the Company that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of Control, and to induce the  Employee to
     remain in  the employ  of  the Company,  and for  other  good and  valuable
     consideration, the Company and the Employee agree as follows:












                                         -50-






<PAGE> 51
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services  During  Certain Events.    If the  Employee  remains in
     continuous employment for the Company from the date hereof until either (a)
     an Asset  Acquisition is consummated, (b) a Change in Control occurs or (c)
     the Employee s employment with the Company is terminated by the Company for
     a reason other than Cause  (with the earliest of such event to  occur being
     referred to herein as the  Bonus Vesting Date ), then the Employee shall be
     entitled to receive a bonus in the amount determined pursuant  to Section 3

                                         -51-





<PAGE> 52
     hereof.  
          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the Company within ten  (10) days following the Bonus Vesting  Date
          in an amount equal to 2 times the Employee s Earnings (as such term is
          defined below).

               (b)  Other  Benefit  Plans.    The  bonus  provided for  in  this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in other  benefit plans in which the  Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel  generally in  the class or  category of the  Employee or to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation  to pay or  cause to be paid  to the Employee  the bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for  (i) dishonesty, (ii) conviction  of a felony, or  (iii) the
     continued failure by  the Employee to  perform the  duties assigned to  the
     Employee that  are consistent with  the position of  the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled, retires or voluntarily terminates his employment with the Company
     prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following  the execution  hereof, the  Employee will  not without  the
          prior written consent of the Company,  disclose to any person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become  known  to the  Employee  as  a  result of  his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply  to confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section 5 by the Employee  would be difficult,
          if  not impossible, to ascertain, and  it is therefore agreed that the
          Company, in addition to and without limiting any other remedy or right
          it may have, shall have the right to an injunction  or other equitable
          relief  in any  court  of competent  jurisdiction  enjoining any  such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee may have on the ground of lack  of jurisdiction or competence
          of the court  to grant such  an injunction or other  equitable relief.
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing  any other rights and remedies at  law or in equity which the
          Company may have.



                                        -52-


<PAGE> 53
          6.   Reduction in Payments. Notwithstanding  the provisions of Section
     3(a) hereof  in no event  shall any payment to  be made under  Section 3(a)
     exceed $1.00 less than three times the Employee's  "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If  any portion  of the  payments or  benefits to  be made
     available  to the  Employee pursuant  to Section  3 would be  considered an
     "Excess Parachute Payment" within the meaning  of Section 28OG of the Code,
     the amount of  cash otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof shall  be  reduced to  the  extent (but  only  to the  extent)
     necessary to cause no portion of the payments or benefits made available to
     the Employee  pursuant to  Section  3 hereof  to  be considered  an  Excess
     Parachute Payment within  the meaning of Section 28OG of  the Code.  Arthur
     Andersen LLP or such other accounting  firm that may be agreed upon  by the
     Company and  the  Employee  (the  Accounting  Firm")  shall  determine  the
     Employee's Base Amount and the amount of any Excess Parachute  Payments for
     purposes  of this Section 6. All determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the Company and the  Employee.  All fees and expenses  of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term  of Agreement.    Unless terminated  earlier as a  result of
     Employee s termination of employment with the Company, this Agreement shall
     remain  in full force and effect through  December 31, 1998, and, beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one (1) year  periods, unless by September 30th of  any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation, or  to execution, attachment, levy  or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as  expressly provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may have  with
          the Employee.

               (c)  Amendment.   This Agreement may not  be amended, modified or
          canceled except by written agreement of the Company and the Employee. 


                                         -53-







<PAGE> 54
               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The  Company will require any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and agree  to perform this Agreement
               in the  same manner and to the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This  Agreement shall inure  to the benefit  of, and be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and legates.   If  the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events occurring  prior to death, such
               bonus  shall be paid pursuant to the last beneficiary designation
               executed  by the  Employee and  filed with  the Company.    If no
               beneficiary form has  been filed with respect  to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be  subject to all requirements of the law with regard
          to withholding of  taxes, filing, making of reports and  the like, and
          the Company shall  use its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED  IN ACCORDANCE WITH THE LAWS OF  THE STATE OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of  Section 3 of this  Agreement, the entering  into of this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration  for the employment  of the
          Employee, and   nothing herein contained shall  be deemed to give  the
          Employee  the right to be retained in the  employ of the Company or to
          restrict  the right of  the Company to  discharge the Employee  at any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and
          vice versa.   Wherever words  appear in the  singular or plural,  they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.



                                           -54-


<PAGE> 55
               (k)  Headings.  The headings of  the Sections herein are included
          solely for reference convenience, and shall  not in any way affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        EMPLOYEE


                                                                                

                                        Don H. Lawson


     i:\pbooker\jma\tmbr sharp\officer bonus agreement


















                                         -55-







    <PAGE> 56
     Exhibit 10.7


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT
                           FOR OFFICERS AND SUPERINTENDENTS


          Agreement  (the   Agreement ), dated  as  of October  2,  1997 between
     TMBR/SHARP  DRILLING,  INC.,  a  Texas  corporation  (the  "Company"),  and
     JEFFREY D. PHILLIPS ( Employee ).

                                     RECITATIONS

          The Company may seek to  sell a significant portions of the  operating
     assets of the  Company (an  Asset  Acquisition" as defined in  Section 1(a)
     hereof)  to another  Person  (as defined  in  Section 1(e)  hereof)  or the
     Company  may enter  into a  transaction  which could  involve  a Change  in
     Control (as  defined in Section 1(c)  hereof) or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative  that the Company and the Board be  able to rely upon
     the  Employee to  continue in  the Employee s  position as  Vice President-
     Production of the Company, and that the Company be able to receive and rely
     upon the  Employee's  services and  advice, if  requested, as  to the  best
     interests  of the  Company and  its shareholders  without concern  that the
     Employee  might  be  distracted by  the  personal  uncertainties  and risks
     created by any such proposed Asset Acquisition or Change in Control;

          The Board has authorized  the Company to enter into a  bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE,  to assure the Company that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of Control, and to induce the  Employee to
     remain in  the employ  of  the Company,  and for  other  good and  valuable
     consideration, the Company and the Employee agree as follows:












                                         -56-






<PAGE> 57
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services  During  Certain Events.    If the  Employee  remains in
     continuous employment for the Company from the date hereof until either (a)
     an Asset  Acquisition is consummated, (b) a Change in Control occurs or (c)
     the Employee s employment with the Company is terminated by the Company for
     a reason other than Cause  (with the earliest of such event to  occur being
     referred to herein as the  Bonus Vesting Date ), then the Employee shall be
     entitled to receive a bonus in the amount determined pursuant  to Section 3

                                         -57-





<PAGE> 58
     hereof.  
          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the Company within ten  (10) days following the Bonus Vesting  Date
          in an amount equal to 2 times the Employee s Earnings (as such term is
          defined below).

               (b)  Other  Benefit  Plans.    The  bonus  provided for  in  this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in other  benefit plans in which the  Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel  generally in  the class or  category of the  Employee or to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation  to pay or  cause to be paid  to the Employee  the bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for  (i) dishonesty, (ii) conviction  of a felony, or  (iii) the
     continued failure by  the Employee to  perform the  duties assigned to  the
     Employee that  are consistent with  the position of  the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled, retires or voluntarily terminates his employment with the Company
     prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following  the execution  hereof, the  Employee will  not without  the
          prior written consent of the Company,  disclose to any person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become  known  to the  Employee  as  a  result of  his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply  to confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section 5 by the Employee  would be difficult,
          if  not impossible, to ascertain, and  it is therefore agreed that the
          Company, in addition to and without limiting any other remedy or right
          it may have, shall have the right to an injunction  or other equitable
          relief  in any  court  of competent  jurisdiction  enjoining any  such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee may have on the ground of lack  of jurisdiction or competence
          of the court  to grant such  an injunction or other  equitable relief.
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing  any other rights and remedies at  law or in equity which the
          Company may have.


                                        -58-



<PAGE> 59
          6.   Reduction in Payments. Notwithstanding  the provisions of Section
     3(a) hereof  in no event  shall any payment to  be made under  Section 3(a)
     exceed $1.00 less than three times the Employee's  "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If  any portion  of the  payments or  benefits to  be made
     available  to the  Employee pursuant  to Section  3 would be  considered an
     "Excess Parachute Payment" within the meaning  of Section 28OG of the Code,
     the amount of  cash otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof shall  be  reduced to  the  extent (but  only  to the  extent)
     necessary to cause no portion of the payments or benefits made available to
     the Employee  pursuant to  Section  3 hereof  to  be considered  an  Excess
     Parachute Payment within  the meaning of Section 28OG of  the Code.  Arthur
     Andersen LLP or such other accounting  firm that may be agreed upon  by the
     Company and  the  Employee  (the  Accounting  Firm")  shall  determine  the
     Employee's Base Amount and the amount of any Excess Parachute  Payments for
     purposes  of this Section 6. All determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the Company and the  Employee.  All fees and expenses  of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term  of Agreement.    Unless terminated  earlier as a  result of
     Employee s termination of employment with the Company, this Agreement shall
     remain  in full force and effect through  December 31, 1998, and, beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one (1) year  periods, unless by September 30th of  any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation, or  to execution, attachment, levy  or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as  expressly provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may have  with
          the Employee.

               (c)  Amendment.   This Agreement may not  be amended, modified or
          canceled except by written agreement of the Company and the Employee. 


                                         -59-







<PAGE> 60
               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The  Company will require any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and agree  to perform this Agreement
               in the  same manner and to the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This  Agreement shall inure  to the benefit  of, and be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and legates.   If  the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events occurring  prior to death, such
               bonus  shall be paid pursuant to the last beneficiary designation
               executed  by the  Employee and  filed with  the Company.    If no
               beneficiary form has  been filed with respect  to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be  subject to all requirements of the law with regard
          to withholding of  taxes, filing, making of reports and  the like, and
          the Company shall  use its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED  IN ACCORDANCE WITH THE LAWS OF  THE STATE OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of  Section 3 of this  Agreement, the entering  into of this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration  for the employment  of the
          Employee, and   nothing herein contained shall  be deemed to give  the
          Employee  the right to be retained in the  employ of the Company or to
          restrict  the right of  the Company to  discharge the Employee  at any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and
          vice versa.   Wherever words  appear in the  singular or plural,  they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.


                                           -60-



<PAGE> 61
               (k)  Headings.  The headings of  the Sections herein are included
          solely for reference convenience, and shall  not in any way affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.  IN WITNESS WHEREOF, the parties have executed
          this Agreement as of the date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        EMPLOYEE


                                                                                

                                        Jeffrey D. Phillips


     i:]pbooker\jma\tmbr\ sharp\officer bonus agreement






















                                         -61-







    <PAGE> 62
     Exhibit 10.8


                              TMBR/SHARP DRILLING, INC.
                             KEY EMPLOYEE BONUS AGREEMENT


          Key Employee Bonus Agreement (the  Agreement ), dated as of October 3,
     1997  between   TMBR/SHARP  DRILLING,   INC.,  a  Texas   corporation  (the
     "Company"), and ________________ ( Employee ).

                                     RECITATIONS

          The Company may seek to  sell a significant portions of the  operating
     assets of the  Company (an  Asset  Acquisition" as defined in  Section 1(a)
     hereof)  to another  Person  (as defined  in  Section 1(e)  hereof)  or the
     Company  may enter  into a  transaction  which could  involve  a Change  in
     Control (as  defined in Section 1(c)  hereof) or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative  that the Company and the Board be  able to rely upon
     the  Employee to continue in the Employee s  position with the Company, and
     that the Company  be able to receive and rely  upon the Employee's services
     and  advice, if requested, as to the  best interests of the Company and its
     shareholders without concern that  the Employee might be distracted  by the
     personal  uncertainties and  risks  created  by  any  such  proposed  Asset
     Acquisition or Change in Control;

          The Board has authorized  the Company to enter into a  bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE,  to assure the Company that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of Control, and to induce the  Employee to
     remain in  the employ  of  the Company,  and for  other  good and  valuable
     consideration, the Company and the Employee agree as follows:












                                         -62-







<PAGE> 63
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof,  (ii) there  shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately  prior to such change in composition, (iii) at any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (vi)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services During Certain Events.   If the Employee remains  in the
     continuous employment of the  Company from the date hereof until either (a)
     an Asset  Acquisition is consummated, (b) a Change in Control occurs or (c)
     the Employee s employment with the Company is terminated by the Company for
     a reason other than Cause  (with the earliest of such event to  occur being
     referred to herein as the  Bonus Vesting Date ), then the Employee shall be
     entitled to receive a bonus in the amount determined pursuant  to Section 3

                                         -63-





<PAGE> 64
     hereof.  
          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the Company within ten  (10) days following the Bonus Vesting  Date
          in an  amount equal to one times the Employee s Earnings (as such term
          is  defined below) multiplied by a percentage determined by the number
          of years the Employee has been employed by the Company as of the Bonus
          Vesting Date, with such percentage to be determined in accordance with
          the following:

               If Employee's employment with the Company has been less than
               one year - 10 percent

               If Employee's employment with the Company has been more than
               one year but less than two years - 20 percent

               If Employee's employment with the Company has been more than
               two years but less than three years - 30 percent

               If Employee's employment with the Company has been more than
               three years but less than four years - 40 percent

               If Employee's employment with the Company has been more than
               four years but less than five years - 50 percent

               If Employee's employment with the Company has been more than
               five years but less than six years - 60 percent

               If Employee's employment with the Company has been more than
               six years but less than seven years - 70 percent

               If Employee's employment with the Company has been more than
               seven years but less than eight years - 80 percent

               If Employee's employment with the Company has been more than
               eight years but less than nine years - 90 percent

               If Employee's employment with the Company has been more than
               nine years - 100%

               (b)  Other Benefit  Plans.    The  bonus  provided  for  in  this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in  other benefit plans in  which the Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel  generally in  the class or  category of the  Employee or to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no  obligation to pay  or cause to be  paid to the  Employee the bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's

                                         -64-





    <PAGE> 65
     employment for (i) dishonesty,  (ii) conviction of  a felony, or (iii)  the
     continued  failure by  the Employee to  perform the duties  assigned to the
     Employee that are  consistent with  the position of  the Employee with  the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled, retires or voluntarily terminates his employment with the Company
     prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following the  execution hereof,  the Employee  will  not without  the
          prior written consent of the Company, disclose to any person, firm  or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become  known  to the  Employee  as  a  result  of his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply to  confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of  breach of this Section 5 by the Employee would be difficult,
          if  not impossible, to ascertain, and it  is therefore agreed that the
          Company, in addition to and without limiting any other remedy or right
          it may  have, shall have the right to an injunction or other equitable
          relief  in  any court  of  competent jurisdiction  enjoining  any such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee may have  on the ground of lack of jurisdiction or competence
          of the  court to grant such  an injunction or other  equitable relief.
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing any other rights and  remedies at law or in equity  which the
          Company may have.

          6.   Reduction in Payments. Notwithstanding  the provisions of Section
     3(a) hereof in no  event shall any  payment to be  made under Section  3(a)
     exceed $1.00 less than three times the Employee's  "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the "Code").   If  any portion  of the  payments or  benefits  to be  made
     available  to the  Employee pursuant  to Section  3 would be  considered an
     "Excess Parachute Payment" within the meaning  of Section 28OG of the Code,
     the amount of  cash otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof shall  be  reduced to  the  extent (but  only  to the  extent)
     necessary to cause no portion of the payments or benefits made available to
     the Employee  pursuant to  Section  3 hereof  to  be considered  an  Excess
     Parachute Payment within  the meaning of Section 28OG of  the Code.  Arthur
     Andersen LLP  or such other accounting firm that  may be agreed upon by the
     Company  and  the  Employee (the   Accounting  Firm")  shall determine  the
     Employee's Base Amount and the amount of any Excess Parachute  Payments for
     purposes  of this Section 6. All determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding

                                         -65-





<PAGE> 66
     on  the Company and the Employee.   All fees and expenses of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term of  Agreement.    Unless terminated  earlier as a  result of
     Employee s termination of employment with the Company, this Agreement shall
     remain in  full force and effect through  December 31, 1998, and, beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one  (1) year periods, unless by September  30th of any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or  obligation, or to execution,  attachment, levy or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as expressly  provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement  or arrangement that the Company  may have with
          the Employee.

               (c)  Amendment.  This Agreement  may not be amended,  modified or
          canceled except by written agreement of the Company and the Employee. 

               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The Company will require any successor, whether  direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company to expressly assume  and agree to perform this  Agreement
               in the  same manner and to the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This  Agreement shall inure  to the benefit  of, and be
               enforceable by, the Employee's personal or legal representatives,

                                         -66-





<PAGE> 67
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and  legates.   If the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder with respect to  events occurring prior to  death, such
               bonus shall be paid pursuant to the last  beneficiary designation
               executed by  the Employee  and  filed with  the Company.   If  no
               beneficiary  form has been filed  with respect to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be subject to all requirements of the  law with regard
          to withholding of  taxes, filing, making of reports  and the like, and
          the Company  shall use its best  efforts to satisfy  promptly all such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED IN  ACCORDANCE WITH THE LAWS OF  THE STATE OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of Section 1  of this Agreement, the  entering into of this  Agreement
          shall not be deemed to be a contract of employment between the Company
          and  the Employee, or  to be consideration  for the employment  of the
          Employee, and   nothing herein contained  shall be deemed  to give the
          Employee the right to  be retained in the employ of  the Company or to
          restrict the  right of the  Company to  discharge the Employee  at any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and
          vice versa.   Wherever words appear  in the  singular or plural,  they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.

               (k)  Headings.  The headings of the Sections  herein are included
          solely for reference convenience, and shall  not in any way affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.











                                         -67-





<PAGE> 68
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.


                                        By:______________________________
                                              Joe G. Roper, President


                                        KEY EMPLOYEE


                                        _________________________________
                                        Employee Signature



     i:\pbooker\jma\tmbr sharp\ office bonus agreement
































                                         -68-






<PAGE> 69
     Exhibit 10.9


                              TMBR/SHARP DRILLING, INC.
                                    BONUS AGREEMENT
                           FOR OFFICERS AND SUPERINTENDENTS


          Agreement  (the   Agreement ), dated  as  of October  3,  1997 between
     TMBR/SHARP  DRILLING,  INC.,  a  Texas  corporation  (the  "Company"),  and
     __________________ ( Employee ).

                                     RECITATIONS

          The Company may seek to  sell a significant portions of the  operating
     assets of the  Company (an  Asset  Acquisition" as defined in  Section 1(a)
     hereof)  to another  Person  (as defined  in  Section 1(e)  hereof)  or the
     Company  may enter  into a  transaction  which could  involve  a Change  in
     Control (as  defined in Section 1(c)  hereof) or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative  that the Company and the Board be  able to rely upon
     the Employee to continue  in the Employee s position as a Superintendent of
     the Company,  and that  the Company be  able to  receive and rely  upon the
     Employee's services and advice, if  requested, as to the best interests  of
     the Company and its shareholders without concern that the Employee might be
     distracted  by the  personal uncertainties  and risks  created by  any such
     proposed Asset Acquisition or Change in Control;

          The Board has authorized  the Company to enter into a  bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE,  to assure the Company that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of Control, and to induce the  Employee to
     remain in  the employ  of  the Company,  and for  other  good and  valuable
     consideration, the Company and the Employee agree as follows:












                                         -69-






<PAGE> 70
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof), (ii)  there shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately prior to such  change in composition, (ii) at  any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (iv)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services  During  Certain Events.    If the  Employee  remains in
     continuous employment as  a superintendent  for the Company  from the  date
     hereof until either  (a) an Asset Acquisition is consummated,  (b) a Change
     in  Control occurs or  (c) the  Employee s employment  with the  Company is
     terminated by the Company for a  reason other than Cause (with the earliest
     of  such event  to occur  being referred  to herein  as the   Bonus Vesting
     Date ),  then the  Employee shall  be entitled  to receive  a bonus  in the

                                         -70-





<PAGE> 71
     amount determined pursuant to Section 3 hereof.  

          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the  Company within ten (10) days  following the Bonus Vesting Date
          in an amount equal to 1.5 times the Employee s Earnings  (as such term
          is defined below).

               (b)  Other  Benefit  Plans.    The  bonus  provided  for  in this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued participation in  other benefit plans in  which the Employee
          currently  participates  or  which  are  available  to  the  Company s
          personnel generally in  the class  or category of  the Employee or  to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have no obligation  to pay or cause  to be paid  to the Employee the  bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for (i)  dishonesty, (ii) conviction of  a felony, or (iii)  the
     continued failure  by the Employee  to perform the  duties assigned  to the
     Employee  that are consistent  with the position  of the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled,  retires,  ceases  to be  a  superintendent  for  the Company  or
     voluntarily terminates his employment  with the Company prior to  the Bonus
     Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality.  The  Employee  agrees that  at  all  times
          following  the execution  hereof,  the Employee  will not  without the
          prior written consent of the Company, disclose to any  person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become known  to  the  Employee  as  a result  of  his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply to  confidential information which becomes publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of  breach of this Section 5 by the Employee would be difficult,
          if not impossible, to ascertain,  and it is therefore agreed  that the
          Company, in addition to and without limiting any other remedy or right
          it may  have, shall have the right to an injunction or other equitable
          relief  in  any court  of  competent jurisdiction  enjoining  any such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee  may have on the ground of lack of jurisdiction or competence
          of the court  to grant such an  injunction or other  equitable relief.

                                         -71-





<PAGE> 72
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing any other  rights and remedies at law or  in equity which the
          Company may have.

          6.   Reduction in Payments. Notwithstanding the  provisions of Section
     3(a)  hereof in no event  shall any payment  to be made  under Section 3(a)
     exceed  $1.00 less than three times the Employee's "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If any  portion of  the payments  or benefits  to  be made
     available to the  Employee pursuant  to Section  3 would  be considered  an
     "Excess Parachute Payment" within the meaning of Section 28OG  of the Code,
     the amount of cash  otherwise payable to  the Employee pursuant to  Section
     3(a)  hereof  shall be  reduced  to the  extent  (but only  to  the extent)
     necessary to cause no portion of the payments or benefits made available to
     the  Employee pursuant  to  Section 3  hereof to  be  considered an  Excess
     Parachute  Payment within the meaning of Section  28OG of the Code.  Arthur
     Andersen LLP or such  other accounting firm that may be  agreed upon by the
     Company  and  the  Employee  (the  Accounting  Firm")  shall  determine the
     Employee's Base Amount  and the amount of any Excess Parachute Payments for
     purposes of this Section 6. All  determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the  Company and the Employee.  All  fees and expenses of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term of Agreement.     Unless terminated earlier  as a result  of
     Employee s termination of employment with the Company, this Agreement shall
     remain in full force and  effect through December 31, 1998, and,  beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for additional one  (1) year periods, unless by September  30th of any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation,  or to execution, attachment, levy  or similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.   Except  as expressly  provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement  that the Company may  have with
          the Employee.

               (c)  Amendment.   This Agreement may  not be amended, modified or
          canceled except by written agreement of the Company and the Employee. 



                                           -72-


<PAGE> 73
               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The Company  will require any successor, whether direct
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company  to expressly assume and  agree to perform this Agreement
               in the same manner and to  the same extent that the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This Agreement  shall inure to  the benefit of,  and be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and  legates.   If the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder  with respect to events  occurring prior to death, such
               bonus shall be paid pursuant  to the last beneficiary designation
               executed by  the  Employee and  filed with  the Company.   If  no
               beneficiary form  has been filed with respect  to this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be subject to all requirements  of the law with regard
          to  withholding of taxes, filing, making  of reports and the like, and
          the Company shall use  its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED IN ACCORDANCE WITH THE  LAWS OF THE STATE OF TEXAS,  WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of Section  3 of this Agreement,  the entering into of  this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration for  the employment  of the
          Employee, and  nothing  herein contained shall  be deemed to give  the
          Employee the right to be  retained in the employ of the  Company or to
          restrict the right  of the  Company to discharge  the Employee at  any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and

                                         -73-







<PAGE> 74
          vice  versa.  Wherever  words appear in  the singular or  plural, they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.

               (k)  Headings.  The headings of the Sections herein  are included
          solely for reference convenience, and shall not in any way  affect the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.
               IN WITNESS WHEREOF,  the parties have executed  this Agreement as
     of the date first above written.


                                        TMBR/SHARP DRILLING, INC.



                                        By:                                     

                                              Thomas C. Brown
                                              Chairman of the Board of Directors


                                        EMPLOYEE


                                                                                

                                        Employee Signature

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<PAGE> 75

     Exhibit 10.10


                              TMBR/SHARP DRILLING, INC.
                             KEY EMPLOYEE BONUS AGREEMENT


          Key Employee Bonus Agreement (the  Agreement ), dated as of October 3,
     1997  between   TMBR/SHARP  DRILLING,   INC.,  a  Texas   corporation  (the
     "Company"), and ________________ ( Employee ).

                                     RECITATIONS

          The Company may seek to  sell a significant portions of the  operating
     assets of the  Company (an  Asset  Acquisition" as defined in  Section 1(a)
     hereof)  to another  Person  (as defined  in  Section 1(e)  hereof)  or the
     Company  may enter  into a  transaction  which could  involve  a Change  in
     Control (as  defined in Section 1(c)  hereof) or the Company  may otherwise
     become subject to a proposed or threatened Change in Control; and

          The Board of  Directors of  the Company (the   Board ) has  determined
     that it is imperative  that the Company and the Board be  able to rely upon
     the Employee to continue  in the Employee s position  as a toolpusher  with
     the Company,  and that  the Company be  able to  receive and rely  upon the
     Employee's services and advice, if  requested, as to the best interests  of
     the Company and its shareholders without concern that the Employee might be
     distracted  by the  personal uncertainties  and risks  created by  any such
     proposed Asset Acquisition or Change in Control;

          The Board has authorized  the Company to enter into a  bonus agreement
     in the form hereof with the Employee;

          NOW, THEREFORE,  to assure the Company that it will have the continued
     dedication of the Employee and the availability of the Employee's services,
     advice  and counsel  notwithstanding  the anticipated  consummation of  any
     transactions  contemplated  by an  Asset  Acquisition  or the  possibility,
     threat or occurrence of a Change of Control, and to induce the  Employee to
     remain in  the employ  of  the Company,  and for  other  good and  valuable
     consideration, the Company and the Employee agree as follows:












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<PAGE> 76
          1.   Certain Definitions.  For purposes of this Agreement:

               (a)  an  Asset Acquisition"  shall be deemed to  have occurred if
          any  Person, or  a group  or groups  of related  or unrelated  Persons
          acquires more than fifty-one percent  (51%) in value of the assets  of
          the  Company pursuant  to one  or more  transactions with  the Company
          during the term of this Agreement.

               (b)  "Beneficial Owner" shall have the meaning set forth in Rules
          13d-3  and  13d-5 under  the Securities  Exchange Act  of 1934,  as in
          effect on September 1, 1997.

               (c)  a  "Change in Control" shall  be deemed to  have occurred if
          (i) any Person is or becomes the Beneficial Owner of securities of the
          Company representing  fifty-one percent  (51%) or more  of the  Voting
          Power  (as defined in  Section 1(f) hereof,  (ii) there  shall occur a
          change  in the  composition of a  majority of  the Board  which change
          shall not have been approved by a majority of the Board as constituted
          immediately  prior to such change in composition, (iii) at any meeting
          of the shareholders of the Company  called for the purpose of electing
          directors, more than  one of the  persons nominated  by the Board  for
          election   as  directors  shall  fail  to  be  elected,  or  (vi)  the
          consummation  of a  merger, consolidation,  sale of  substantially all
          assets  or  other   reorganization  of  the  Company,  other   than  a
          reincorporation, in which the Company does not survive.

               (d)  "Earnings"  shall mean the total of (i) the base salary paid
          by  the Company  to  the  Employee  during  the  twelve  month  period
          preceding  the Bonus  Vesting  Date from  the  Company without  giving
          effect to any  reduction thereof that may  have been made  without the
          Employee's  consent;  and (ii)  the  amount  of Company  contributions
          consistent with  the Company's past  practices which  would have  been
          made on  the Employee's behalf in  respect of such base  salary had he
          continued to participate in the Company's Employee Retirement Plan for
          one (1) full plan year.

               (e)  "Person"  shall  have  the  meaning set  forth  in  Sections
          3(a)(9)  and 13(d)(3) of  the Securities Exchange  Act of  1934, as in
          effect on September 1, 1997.

               (f)  "Voting  Power"   shall  mean   the  voting  power   of  the
          outstanding  securities of the Company having the right under ordinary
          circumstances to vote at an election of the Board.


          2.   Services During Certain Events.   If the Employee remains  in the
     continuous employment as a  toolpusher for the Company from the date hereof
     until  either (a)  an Asset  Acquisition is  consummated, (b)  a Change  in
     Control  occurs  or  (c) the  Employee s  employment  with  the Company  is
     terminated by the Company for a  reason other than Cause (with the earliest
     of  such event  to occur  being referred  to herein  as the   Bonus Vesting
     Date ),  then the  Employee shall  be entitled  to receive  a bonus  in the

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<PAGE> 77
     amount determined pursuant to Section 3 hereof.  
          3.   Payment of Bonus.  

               (a)  The Company agrees that  the Employee shall be paid  a bonus
          by the Company within ten  (10) days following the Bonus Vesting  Date
          in an  amount equal to one times the Employee s Earnings (as such term
          is  defined below) multiplied by a percentage determined by the number
          of years the Employee has been employed by the Company as a toolpusher
          as of the Bonus Vesting Date, with such percentage to be determined in
          accordance with the following:

               If Employee's  employment with  the Company as  a toolpusher
               has been less than one year - 10 percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more  than one year  but less than  two years -  20
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more than two years  but less than three years - 30
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more than three years but less than four years - 40
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more than four years but less than five  years - 50
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more  than five years but less than  six years - 60
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been  more than six years but less than seven years - 70
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more than  seven years but less than  eight years -
               80 percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more than eight years but less than nine years - 90
               percent

               If Employee's  employment with  the Company as  a toolpusher
               has been more than nine years - 100%

               (b)  Other  Benefit  Plans.    The  bonus  provided  for in  this
          Agreement  is not  intended to  require or  to exclude  the Employee's
          continued  participation in other benefit  plans in which the Employee

                                         -77-





<PAGE> 78
          currently  participates  or  which  are  available  to  the  Company s
          personnel  generally in  the class or  category of the  Employee or to
          preclude  other compensation or benefits  as may be  authorized by the
          Board from time to time.

          4.   Conditions  to the Obligations of the Company.  The Company shall
     have  no obligation to  pay or cause to  be paid to  the Employee the bonus
     described  herein  (a)  if  the  Company  shall  terminate  the  Employee's
     employment for  (i) dishonesty, (ii) conviction  of a felony, or  (iii) the
     continued failure by  the Employee to  perform the  duties assigned to  the
     Employee that  are consistent with  the position of  the Employee  with the
     Company  (termination for  "Cause") or  (b) if  the Employee  dies, becomes
     disabled, retires, or ceases  to be a toolpusher or  voluntarily terminates
     his employment with the Company prior to the Bonus Vesting Date.

          5.   Confidentiality.

               (a)  Confidentiality. The  Employee  agrees  that  at  all  times
          following the  execution hereof,  the  Employee will  not without  the
          prior written consent of the Company,  disclose to any person, firm or
          corporation  any  confidential  information  of  the  Company  or  its
          subsidiaries which is now known to the Employee or which hereafter may
          become  known  to the  Employee  as  a  result of  his  employment  or
          association  with  the  Company  and  which  could  be  helpful  to  a
          competitor,  unless such disclosure is  required under the  terms of a
          valid  and  effective  subpoena   or  order  issued  by  a   court  or
          governmental  body; provided,  however, that  the foregoing  shall not
          apply to confidential information which becomes  publicly disseminated
          by means other than a breach of this Agreement.

               (b)  Remedies for Breach.   It is recognized that damages  in the
          event of breach of this Section  5 by the Employee would be difficult,
          if  not impossible, to ascertain, and  it is therefore agreed that the
          Company, in addition to and without limiting any other remedy or right
          it may have, shall have the  right to an injunction or other equitable
          relief in  any  court of  competent  jurisdiction enjoining  any  such
          breach,  and the  Employee  hereby waives  any  and all  defenses  the
          Employee may have on the ground of lack  of jurisdiction or competence
          of the court  to grant such  an injunction or other  equitable relief.
          The  existence of  this  right shall  not  preclude the  Company  from
          pursuing any other  rights and remedies at law or  in equity which the
          Company may have.

          6.   Reduction in Payments. Notwithstanding the provisions of  Section
     3(a)  hereof in no event  shall any payment  to be made  under Section 3(a)
     exceed $1.00  less than three times the Employee's "Base Amount" within the
     meaning of  Section 280G of the  Internal Revenue Code of  1986, as amended
     (the  "Code").   If any  portion of  the payments  or benefits  to  be made
     available  to the Employee  pursuant to  Section 3  would be  considered an
     "Excess Parachute Payment" within the meaning of Section 28OG of  the Code,
     the  amount of cash otherwise  payable to the  Employee pursuant to Section
     3(a)  hereof  shall be  reduced  to the  extent  (but only  to  the extent)

                                         -78-





<PAGE> 79
     necessary to cause no portion of the payments or benefits made available to
     the Employee  pursuant to  Section  3 hereof  to  be considered  an  Excess
     Parachute Payment within the meaning  of Section 28OG of the Code.   Arthur
     Andersen LLP or such  other accounting firm that may be  agreed upon by the
     Company and  the  Employee  (the   Accounting Firm")  shall  determine  the
     Employee's Base Amount and the amount of any Excess Parachute  Payments for
     purposes  of this Section 6. All determinations made by the Accounting Firm
     shall be made within 60 days of the Bonus Vesting Date and shall be binding
     on the  Company and the Employee.  All  fees and expenses of the Accounting
     Firm shall be borne solely by the Company.

          7.   Term  of Agreement.    Unless terminated  earlier as a  result of
     Employee s termination of employment with the Company, this Agreement shall
     remain  in full force and effect through  December 31, 1998, and, beginning
     each January lst thereafter, this Agreement shall be automatically extended
     for  additional one (1) year periods, unless  by September 30th of any year
     the Company gives notice that this Agreement will not be so extended.  

          8.   Miscellaneous.

               (a)  Assignment.   No right, benefit or  interest hereunder shall
          be subject to assignment, anticipation, alienation, sale, encumbrance,
          charge, pledge, hypothecation or set-off in respect of any claim, debt
          or obligation, or  to execution, attachment, levy or  similar process;
          provided,  however, that the Employee may assign any right, benefit or
          interest  hereunder if such assignment is permitted under the terms of
          any plan or  policy of  insurance or annuity  contract governing  such
          right, benefit or interest.

               (b)  Construction  of Agreement.    Except as  expressly provided
          herein,  nothing in  this Agreement  shall be  construed to  amend any
          provision of any plan or policy of the Company.  This Agreement is not
          and  nothing herein  shall  be  deemed  to  create,  a  commitment  of
          continued employment of  the Employee  by the Company.   The  benefits
          provided  under this  Agreement  shall be  in  addition to  any  other
          compensation agreement or arrangement that  the Company may have  with
          the Employee.

               (c)  Amendment.  This  Agreement may not be  amended, modified or
          canceled except by written agreement of the Company and the Employee. 

               (d)  Waiver.  No provision of this Agreement may be waived except
          by a writing signed by the party to be bound thereby.

               (e)  Severability.  In the event that any provision or portion of
          this  Agreement shall be determined to be invalid or unenforceable for
          any reason, the remaining provisions of this Agreement shall remain in
          full force and effect to the fullest extent permitted by law.

               (f)  Successors.

                    (i)  The Company will require  any successor, whether direct

                                         -79-





<PAGE> 80
               or indirect, by purchase,  merger, consolidation or otherwise, to
               all or substantially  all of  the business and/or  assets of  the
               Company to expressly  assume and agree to  perform this Agreement
               in the same manner and to the same extent that  the Company would
               be required to perform it if no such succession had taken place.

                    (ii) This Agreement shall  inure to the  benefit of, and  be
               enforceable by, the Employee's personal or legal representatives,
               executors,   administrators,  successors,   heirs,  distributees,
               devisees and legates.   If  the   Employee dies  after the  Bonus
               Vesting  Date but  prior  to the  receipt  of the  bonus  payable
               hereunder with respect  to events occurring prior  to death, such
               bonus shall be paid pursuant to  the last beneficiary designation
               executed  by the  Employee and  filed with  the Company.    If no
               beneficiary form has  been filed with respect to  this Agreement,
               the bonus shall be paid to the Employee's estate.

               (g)  Taxes.    Any  payment   or  delivery  required  under  this
          Agreement shall be  subject to all requirements of the law with regard
          to withholding of  taxes, filing, making of reports and  the like, and
          the Company shall  use its best efforts  to satisfy promptly all  such
          requirements.

               (h)  GOVERNING  LAW.    THIS  AGREEMENT  SHALL  BE  GOVERNED  AND
          CONSTRUED  IN ACCORDANCE WITH THE LAWS OF  THE STATE OF TEXAS, WITHOUT
          GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES.

               (i)       Not Contract of Employment.   Subject to the provisions
          of  Section 1 of this  Agreement, the entering  into of this Agreement
          shall not be deemed to be a contract of employment between the Company
          and the  Employee, or to  be consideration  for the employment  of the
          Employee, and   nothing herein contained shall  be deemed to give  the
          Employee the right to be  retained in the employ of the  Company or to
          restrict  the right of  the Company to  discharge the Employee  at any
          time.

               (j)  Gender.  Wherever in  this instrument words are used  in the
          masculine or neuter gender, they shall be read and construed as in the
          masculine, feminine or neuter gender wherever they would so apply, and
          vice versa.   Wherever words  appear in the  singular or plural,  they
          shall   be  read  and  construed   as  in  the   plural  or  singular,
          respectively, wherever they would so apply.

               (k)  Headings.  The headings of  the Sections herein are included
          solely for reference convenience, and shall not in any way affect  the
          meaning or interpretation of the Agreement.

               (1)  Entire  Agreement.   This  Agreement sets  forth the  entire
          agreement  and understanding of the parties hereto with respect to the
          matters covered hereby.



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<PAGE> 81
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
     date first above written.


                                        TMBR/SHARP DRILLING, INC.


                                        By:______________________________
                                              Joe G. Roper, President


                                        KEY EMPLOYEE


                                        _________________________________
                                        Employee Signature



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