UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  December 1, 2004

                       UNIVERSAL TECHNICAL INSTITUTE, INC.
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             (Exact name of registrant as specified in its chapter)

          Delaware                   1-31923                   86-0226984
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(State or other jurisdiction       (Commission               (IRS Employer
     of incorporation)             File Number)            Identification No.)

20410 North 19th Avenue, Suite 200, Phoenix, Arizona             85027
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     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:     (623) 445-9500

                                      None
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          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




Item 2.02 Results of Operations and Financial Condition.

      On December 1, 2004,  Universal Technical  Institute,  Inc. issued a press
release  regarding  results of operations  for the fiscal fourth quarter and for
the full  year  ended  September  30,  2004.  A copy of this  press  release  is
furnished  as  Exhibit  99.01  to  this  Current  Report  on  Form  8-K  and  is
incorporated herein by this reference.

      In accordance with General Instruction B.2 of Form 8-K, the information in
this Current Report on Form 8-K,  including  Exhibit 99.01,  shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise  subject  to the  liability  of that  section,  nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth in such filing.

Item 9.01. Financial Statements and Exhibits.

      c. Exhibits

         Exhibit No.                       Description

            99.01       Press Release of Universal  Technical  Institute,  Inc.,
                        dated December 1, 2004.



                                   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 hereunto duly authorized.

                                             UNIVERSAL TECHNICAL INSTITUTE, INC.

Date: December 1, 2004                       By:  /s/ Jennifer Haslip
                                             -----------------------------------
                                             Name:  Jennifer Haslip
                                             Title: Chief Financial Officer