UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 1)*


                       UNIVERSAL TECHNICAL INSTITUTE. INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
--------------------------------------------------------------------------------
                        (Title of Classes of Securities)


                                   913915 10 4
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                 APRIL 26, 2004
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

             [_]  Rule 13d-1(b)
             [X]  Rule 13d-1(c)
             [_]  Rule 13d-1(d)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





------------------------ ---------------------------- --------------------------
CUSIP No. 913915 10 4                                          Page 2 of 7 Pages
------------------------ ---------------------------- --------------------------


   -------------  --------------------------------------------------------------
        1         NAME OF REPORTING PERSON
                  I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                             JZ Equity Partners plc
   -------------  --------------------------------------------------------------

        2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                          (a)
                          (b)
   -------------  --------------------------------------------------------------

        3         SEC USE ONLY
   -------------  --------------------------------------------------------------

                  CITIZENSHIP OR PLACE OF ORGANIZATION

        4                 England and Wales
   -------------  --------------------------------------------------------------
                  5     SOLE VOTING POWER
     NUMBER OF
       SHARES             954,801 (1)
    BENEFICIALLY  --------------------------------------------------------------
      OWNED BY    6     SHARED VOTING POWER
        EACH
     REPORTING            0
      PERSON      --------------------------------------------------------------
       WITH       7     SOLE DISPOSITIVE POWER

                          954,801 (1)
                  --------------------------------------------------------------
                  8     SHARED DISPOSITIVE POWER

                          0
   ------------ ----------------------------------------------------------------
        9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                          954,801 (1)
   ------------ ----------------------------------------------------------------
       10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                SHARES

   ------------ ----------------------------------------------------------------
       11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                          3.4% (2)

   ------------ ----------------------------------------------------------------
       12       TYPE OF REPORTING PERSON*

                          OO
   ------------ ----------------------------------------------------------------
                       * READ DIRECTIONS BEFORE COMPLETING





ITEM 1(a).   NAME OF ISSUER:

             Universal Technical Institute, Inc.

      (b)    ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

             20410 North 19th Avenue, Suite 200, Phoenix, Arizona  85027

ITEM 2(a)    NAME OF PERSON FILING:

             JZ Equity Partners plc

      (b)    ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE OF
             FILING PERSON:

             17a Curzon Street, London, England W1J 5HS

      (c)    CITIZENSHIP OF FILING PERSON:

             England and Wales

      (d)    TITLE OF CLASSES OF SECURITIES:

             Common Stock

      (e).   CUSIP NUMBER:

             913915 10 4

ITEM 3.      IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(b), OR 13D-2(b)
             OR (c), CHECK WHETHER THE PERSON FILING IS A:


    (a) [_]  Broker or dealer registered under Section 15 of the Act (15 U.S.C.
             78o).

    (b) [_]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

    (c) [_]  Insurance company as defined in Section 3(a)(19) of the Act (15
             U.S.C. 78c).

    (d) [_]  Investment company registered under Section 8 of the Investment
             Company Act of 1940 (15 U.S.C.80a-8).

    (e) [_]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

    (f) [_]  An employee benefit  plan or  endowment  fund in  accordance  with
             ss.240.13d-1(b)(1)(ii)(F);

    (g) [_]  A parent  holding company or  control  person in  accordance  with
             ss.240.13d-1(b)(1)(ii)(G);

    (h) [_]  A savings associations  as defined in Section  3(b) of the Federal
             Deposit Insurance Act (12 U.S.C. 1813);


                                      -3-



    (i) [_]  A church plan that is excluded from the definition of an investment
             company under section 3(c)(14) of the Investment Company Act of
             1940 (15 U.S.C. 80a-3);

    (j) [_]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).



ITEM 4.     OWNERSHIP.

   (a).  AMOUNT BENEFICIALLY OWNED:954,801 (1)

   (b).  PERCENT OF CLASS: 3.4% (2)

   (c).  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

              (i).  SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

                           954,801 (1)

             (ii).  SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

                           0

            (iii).  SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                           954,801 (1)

             (iv).  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:

                           0



ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                  If this statement is being filed to report the fact that as of
                  the date  hereof  the  reporting  person  has ceased to be the
                  beneficial  owner of more  than five  percent  of the class of
                  securities, check the following:               [X]


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

                  Inapplicable.


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

                  Inapplicable.


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Inapplicable.


ITEM 9.  NOTICE OF DISSOLUTION OF A GROUP.

                  Inapplicable.


                                      -4-




ITEM 10.     CERTIFICATION.

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were not acquired and are not held for the purpose
of or with the effect of  changing or  influencing  the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.




















(1) As of April 26, 2004,  immediately  following the reporting person's sale of
shares pursuant to the issuer's  Registration  Statement on Form S-1, as amended
by Amendment No. 1 (File No. 333-11485),  filed with the Securities and Exchange
Commission  (the  "Commission")  under the Securities Act of 1933, the reporting
person  beneficially  owned  1,103,712  shares of Common Stock.  As of April 28,
2004,  immediately following the underwriters'  exercise of their over-allotment
option  in  connection  with  the  offering  contemplated  by such  Registration
Statement, the reporting person owned 954,801 shares of Common Stock.

(2) As of April 26, 2004,  immediately  following the reporting person's sale of
shares pursuant to the issuer's  Registration  Statement on Form S-1, as amended
by Amendment No. 1 (File No.  333-11485),  filed with the  Commission  under the
Securities  Act of 1933,  the reporting  person  beneficially  owned 4.0% of the
outstanding shares of Common Stock. As of April 28, 2004,  immediately following
the underwriters' exercise of their over-allotment option in connection with the
offering contemplated by such Registration Statement, the reporting person owned
3.4% of the outstanding shares of Common Stock.


                                      -5-



                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.




                                                  May 4, 2004
                                          --------------------------------------
                                                     Date


                                              /s/  David W. Zalaznick
                                          --------------------------------------
                                                   Signature


                                                   David W. Zalaznick
                                                   Authorized Representative
                                         ---------------------------------------
                                                        Name/Title



                                      -6-



                             JZ EQUITY PARTNERS PLC

             MINUTES OF A MEETING OF THE BOARD OF DIRECTORS HELD AT
                       17a Curzon Street, London, W1J 5HS
                          on April 20, 2004 at 4:00 pm



         PRESENT:                   MR. A. J. WITHEY (CHAIRMAN)
                                    MR. J. M. GREEN-ARMYTAGE

         IN ATTENDANCE:             MR. P. COLLACOTT

         APOLOGIES:                 MR. C PEAL
                                    MR. J. JORDAN
                                    MR. M. SORKIN

INVESTMENT PROPOSAL

                  UNIVERSAL TECHNICAL INSTITUTE, INC.
                  The Board  considered  a  recommendation  from the  investment
                  adviser relating to the proposed secondary stock offering (the
                  "Secondary  Offering") of Universal Technical Institute,  Inc.
                  JZEP has the  opportunity  to sell  928,584  shares  of common
                  stock in  connection  the  Secondary  Offering,  as well as an
                  additional  148,911  shares  pursuant  to  the  over-allotment
                  option granted to the  underwriters of the Secondary  Offering
                  by the  Company  and  the  stockholders  participating  in the
                  Secondary Offering.

                  The Board ratified and approved the  transactions,  including,
                  but not limited to, to the sale of the Over-Allotment  Shares,
                  and  resolved  to  authorise  David W.  Zalaznick  to  further
                  approve pricing and quantity terms and to execute on behalf of
                  the  Company,  all such  documentation  as may be  required to
                  effect the transactions.


There being no further business the Chairman closed the meeting.


         /s/  A.J. Withey
         -----------------------------------
         CHAIRMAN