F O R M   1 0 - K/A
                          A M E N D M E N T  N O. 1
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
(Mark One)
  [x]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended December 31, 1998
                                    OR
  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           For the transition period from ________ to _________
                    [Commission File Number    1-9260]

                      U N I T  C O R P O R A T I O N
          (Exact Name of Registrant as Specified in its Charter)

                  Delaware                       73-1283193
         (State of Incorporation)    (I.R.S. Employer Identification No.)

             1000 Kensington Tower
                7130 South Lewis
                Tulsa, Oklahoma                   74136
  (Address of Principal Executive Offices)      (Zip Code)

    Registrant's Telephone Number, Including Area Code  (918) 493-7700
                     ++++++++++++++++++++++++++++++++
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
             Title of each class           Name of each exchange
           Common Stock, par value          on which registered
                $.20 per share           New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in PART III of this
Form 10-K or any amendment to this Form 10-K.

            Aggregate Market Value of the Voting Stock Held By
              Non-affiliates on March 17, 1999 - $126,404,250

                     Number of Shares of Common Stock
                Outstanding on March 17, 1999 - 25,628,341

                    DOCUMENTS INCORPORATED BY REFERENCE

1.  Portions of Registrant's Proxy Statement with respect to the Annual Meeting
    of Stockholders to be held May 5, 1999 are incorporated by reference in Part
    III.
                        Exhibit Index - See Page 77

                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                    UNIT CORPORATION

DATE:   April 14, 1999         By:  /s/ Larry D. Pinkston
        --------------              ---------------------------
                                    LARRY D. PINKSTON
                                    Vice President and Chief Financial
                                    Officer and Treasurer