Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
MCWATERS KIMBERLY J
   2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [UTI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Chief Exec Officer
(Last)
(First)
(Middle)
20410 N. 19TH AVENUE, SUITE 200		 3. Date of Earliest Transaction (Month/Day/Year)
12/17/2003
(Street)

PHOENIX, AZ 85027		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               12,171 D  
Common Stock (1) 06/15/2006   A   140 A (2) 140 I Owned by spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 4.4             04/03/2003 04/03/2012 Common Stock 310,842   310,842 D  
Employee Stock Option (right to buy) $ 20.5             12/17/2004 12/17/2013 Common Stock 157,240   157,240 D  
Employee Stock Option (right to buy) $ 38.46             02/16/2006 02/16/2015 Common Stock 65,000   65,000 D  
Employee Stock Option (right to buy) $ 23.25             06/15/2007 06/15/2016 Common Stock 52,500   52,500 D  
Employee Stock Option (right to buy) (1) $ 20.5 12/17/2003(3)   A   1,200   12/17/2004 12/17/2013 Common Stock 1,200 $ 20.5 1,200 I Owned by spouse
Employee Stock Option (right to buy) (1) $ 38.46 02/16/2005(4)   A   400   02/16/2006 02/16/2015 Common Stock 400 $ 38.46 400 I Owned by spouse
Employee Stock Option (right to buy) (1) $ 23.25 06/15/2006(5)   A   700   06/15/2007 06/15/2016 Common Stock 700 $ 23.25 700 I Owned by spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCWATERS KIMBERLY J
20410 N. 19TH AVENUE
SUITE 200
PHOENIX, AZ 85027		   X     President, Chief Exec Officer  

Signatures

 Kimberly N. McWaters   01/04/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Due to administrative errors, the reporting person's husband's holdings were omitted from previous filings.
(2) The restricted stock will vest in four equal installments beginning on June 15, 2007.
(3) Options for 100 shares vested fully on December 17, 2004. The remaining 1,100 option shares vest and become exercisable in 4 annual installments beginning December 17, 2004.
(4) The option becomes exercisable in 4 annual installments beginning February 16, 2006.
(5) The option becomes exercisable in 4 annual installments beginning June 15, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.