Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2007
(Street)


PHOENIX, AZ 85027		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, $0.0001 Par Value 06/15/2007   F4 929 D $ 23.99 26,842 D  
Common Stock, $0.0001 Par Value 06/15/2007   F4 15 D $ 23.99 525 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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right To Buy) $ 23.63           02/28/2008 02/28/2017 Common Stock
9,300
  9,300
D
 
Employee Stock Option (Right to Buy) $ 20.5           12/17/2004 12/17/2013 Common Stock
100
  100
D
 
Employee Stock Option (Right to Buy) $ 20.5           12/17/2004 12/17/2013 Common Stock
157,140
  157,140
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) $ 20.5           12/17/2004 12/17/2013 Common Stock
1,100
  1,100
I
Owned by Spouse
Employee Stock Option (Right to Buy) $ 38.46           02/16/2006 02/16/2015 Common Stock
400
  400
I
Owned by Spouse
Employee Stock Option (Right to Buy) $ 23.25           06/15/2007 06/15/2016 Common Stock
700
  700
I
Owned by Spouse
Employee Stock Option (Right to Buy) $ 4.4           04/02/2003 04/02/2012 Common Stock
310,842
  310,842
D
 
Employee Stock Option (Right to Buy) $ 20.5           12/17/2004 12/17/2013 Common Stock
100
  100
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

/s/ Kimberly J. McWaters 11/13/2007
**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).

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

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