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                                                                    EXHIBIT 10.1


                           DAWSON GEOPHYSICAL COMPANY

                            2000 INCENTIVE STOCK PLAN

         Dawson Geophysical Company, a Texas corporation, with principal offices
located in Midland, Midland County, Texas (the "Company") hereby adopts "DAWSON
GEOPHYSICAL COMPANY 2000 INCENTIVE STOCK PLAN."

1.       PURPOSE

         This Employee Incentive Stock Plan (the "Plan") is intended as an
incentive and to encourage stock ownership by certain officers and key executive
employees of Dawson Geophysical Company or of its subsidiary companies as that
term is defined in Article 3 below (the "Subsidiaries"), so that they may
acquire or increase their proprietary interest in the success of the Company and
Subsidiaries and to encourage them to remain in the employ of the Company or of
the Subsidiaries. It is further intended that options issued pursuant to this
Plan shall constitute "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, as now or hereafter amended (the
"Code"), except as to those awards made pursuant to Article 11 of the Plan.

2.       ADMINISTRATION

         The Plan shall be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Committee shall consist of not
less than three members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from or add members to the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman
and shall hold meetings at such times and places as it may determine. A majority
of the Committee at which a quorum is present or acts reduced to or approved in
writing by a majority of the members of the Committee shall be the valid acts of
the Committee. No director while a member of the Committee shall be eligible to
receive an option under the Plan. The Committee shall from time to time at its
discretion make recommendations to the Board of Directors with respect to the
key executive employees who shall be granted options and the amount of stock to
be optioned to each. All members of the Committee and majority of directors of
the Company shall be disinterested persons (as that term is hereinafter defined)
for purposes of administering the Plan and determining the employees and amount
of stock to be optioned to each. The term "disinterested person" for purposes of
the Plan shall mean an administrator of a Plan who is not at the time he or she
exercises discretion in administering the Plan eligible and has not at any time
within one year prior thereto been eligible for selection as a person to whom
stock options may be granted pursuant to the Plan.

         The interpretation and construction by the Committee of any provisions
of the Plan or any option granted under it shall be final unless otherwise
determined by the Board of Directors. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.

3.       ELIGIBILITY

         The persons who shall be eligible to receive options shall be such
executive and key employees (including officers, whether or not they are
directors) of the Company or its Subsidiaries existing from time to time as the
Board of Directors shall elect from time to time from among those nominated by
the Committee. An optionee may hold more than one option but only on the terms
and subject to the restrictions hereinafter set forth. No person shall be
eligible to receive an option for a larger number of shares than is recommended
for him or her by the Committee. No person owning more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company, its
parent or subsidiary, shall be eligible to receive an incentive stock option
unless the option price is at least one hundred ten percent (110%) of the fair
market value of the optioned stock (as to which see paragraph 5 below).

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4.       STOCK

         The stock subject to the options shall be shares of the Company's
authorized but unissued or reacquired $0.33 1/3 par value per share common stock
hereinafter sometimes called the "Stock." The aggregate number of shares which
may be issued under options shall not exceed 500,000 shares of Stock. The
limitations established by the preceding sentence shall be subject to adjustment
as provided in Article 5(h) of the Plan.

         If any outstanding option under the Plan for any reason expires or is
terminated, the shares of the Stock allocable to the unexercised portion of such
option may again be subjected to an option under the Plan.

         The aggregate fair market value (determined at the time the option is
granted) of the Stock with respect to which options are exercisable for the
first time by any person eligible hereunder during any calendar year under this
Plan and any other plan qualifying under Section 422 of the Code which is
maintained by the Company, its Parent and/or its Subsidiaries shall not exceed
$100,000.

5.       TERMS AND CONDITIONS OF OPTIONS

         Stock options granted pursuant to the Plan shall be authorized by the
Board of Directors and shall be evidenced by agreements in such form as the
Committee shall from time to time recommend and the Board of Directors shall
from time to time approve, which agreements shall comply with and be subject to
the following terms and conditions:

         (a) Optionee's Agreement. Each optionee shall agree to remain in the
         employ of and to render to the Company or Subsidiaries his or her
         services for a period of five years from the date of the option, but
         such agreement shall not impose upon the Company or Subsidiaries any
         obligation to retain the optionee in their employ for any period.

         (b) Number of Shares. Each option shall state the number of shares to
         which it pertains.

         (c) Option Price. Each option shall state the option price, which shall
         be not less than 100% of the fair market value of the shares of Stock
         of the Company on the date of the granting of the option (110% in the
         case of an over 10% shareholder, as to which see paragraph 3 above).
         The fair market value per share shall be deemed to be the mean between
         the highest price and the lowest price of which the Stock shall have
         been sold, regular way, in the over-the-counter market or other
         applicable market on the day the option is granted; or if no sale of
         the Company's Stock shall have been made on any stock exchange on that
         day, on the next preceding day on which there was a sale of such Stock.

         (d) Medium and Time of Payment. The option price shall be payable in
         United States dollars upon the exercise of the option and may be paid
         in cash or by check or payment may be made with Stock of the Company.

         (e) Term and Exercise of Options. Subject to other terms and provisions
         herein contained, during the term of an option the shares with respect
         to which that option may be exercised shall become exercisable to the
         extent of 25% of the shares optioned on each of the four anniversaries
         of the date of grant. Subject to the foregoing, each option shall be
         exercisable in whole or in part at any time and from time to time
         during its term. Not less than one thousand (1,000) shares may be
         purchased at any one time unless the number purchased is the total
         number at the time purchasable under the option. During the lifetime of
         the optionee, the option shall be exercisable only by him or her and
         shall not be assignable or transferable by him or her and no other
         person shall acquire any rights therein. An option granted under the
         Plan must be exercised by the earlier of (a) five years from the date
         of the grant, or (b) the applicable time limit specified in paragraphs
         (f) and (g) of this Section 5. Any option not exercised within the
         applicable aforementioned time period shall automatically terminate at
         the expiration of such period.



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         (f) Termination of Employment Except Death. If an optionee shall cease
         to be employed by the Company or Subsidiaries for any reason, other
         than his or her death, and no longer shall be in the employ of any of
         them, such optionee shall have the right to exercise the option at any
         time within three months after such termination of employment (one year
         if the optionee is disabled within the meaning of Section 22(e)(3) of
         the Code) to the extent his or her right to exercise such option had
         not previously been exercised at the date of such termination. Whether
         authorized leave of absence or absence for military or governmental
         service shall constitute termination of employment, for the purposes of
         the Plan, shall be determined by the Committee, which determination,
         unless overruled by the Board of Directors, shall be final and
         conclusive.

         (g) Death of Optionee and Transfer of Option. If the optionee shall die
         while in the employ of the Company or a Subsidiary or within a period
         of three months after the termination of his or her employment with the
         Company and all Subsidiaries and shall not have fully exercised the
         option, an option may be exercised, subject to the condition that no
         option shall be exercisable after the expiration of one year from the
         date it is granted to the extent that the optionee's right to exercise
         such option had accrued pursuant to Article 5(3) of the Plan at the
         time of his or her death and had not previously been exercised, at any
         time within one year after the optionee's death, by the executors or
         administrators of the optionee or by any person or persons who shall
         have acquired the option directly from the optionee by bequest or
         inheritance.

         No option shall be transferable by the optionee otherwise than by will
         or the laws of descent and distribution.

         (h) Recapitalization. Subject to any required action by the
         stockholders, the number of shares of Stock covered by each outstanding
         option and the price per share thereof in each such option shall be
         proportionately adjusted for any increase or decrease in the number of
         issued shares of Stock of the Company resulting from a subdivision or
         consolidation of shares or the payment of a stock dividend (but only on
         the Stock) or any other increase or decrease in the number of such
         shares effected without receipt of consideration by the Company.

         Subject to any required action by the stockholders, if the Company
         shall be the surviving company in any merger or consolidation, each
         outstanding option shall pertain to and apply to the securities to
         which a holder of the number of shares of Stock subject to the option
         would have been entitled. A dissolution or liquidation of the Company
         or a merger or consolidation in which the Company is not the surviving
         company shall cause each outstanding option to terminate, provided that
         each optionee shall, in such event, have the right immediately prior to
         such dissolution or liquidation or merger or consolidation in which the
         Company is not the surviving company to exercise his or her option in
         whole or in part.

         Upon a change in the Stock of the Company as presently constituted
         which is limited to a change of all its authorized shares with par
         value into the same number of shares with a different par value or
         without par value, the shares resulting from any such change shall be
         deemed to be the Stock within the meaning of the Plan.

         To the extent that the foregoing adjustments relate to stock or
         securities of the Company, such adjustments shall be made by the
         Committee, whose determination in that respect shall be final, binding
         and conclusive, provided that each option continues to qualify as an
         incentive stock option within the meaning of Section 422 of the Code.

         Except as hereinbefore expressly provided in this Article 5(h), the
         optionee shall have no rights by reason of any subdivisions or
         consolidation of shares of stock of any class or the payment of any
         stock dividend or any other increase or decrease in the number of
         shares of stock of any class or by reason of any dissolution,
         liquidation, merger or consolidation or spin-off of assets or stock of
         another company, and any issue by the Company of share of stock of any
         class, or securities convertible into shares of stock of any class,
         shall not affect, and no adjustment by reason thereof shall be made
         with respect to, the number or price of shares of Stock subject to the
         option.









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         The grant of an option pursuant to the Plan shall not affect in any way
         the right or power of the Company to make adjustments,
         reclassifications, reorganizations or changes of its capital or
         business structure or to merge or to consolidate or to dissolve,
         liquidate or sell, or transfer all or any part of its business or
         assets.

         (i) Rights as a Stockholder. An optionee or a transferee of an option
         shall have no rights as a stockholder with respect to any shares
         covered by his or her option until the date of the issuance of a stock
         certificate to him or her for such shares. No adjustment shall be made
         for dividends (ordinary or extraordinary, whether in cash, securities
         or other property) or distributions or other rights for which the
         record date is prior to the date such stock certificate is issued,
         except as provided in Article 5(g) hereof.

         (j) Modification, Extension and Renewal of Options. Subject to the
         terms and conditions and within the limitations of the Plan, the Board
         of Directors may modify, extend or renew outstanding options granted
         under the Plan, or accept the surrender of outstanding options (to the
         extent not theretofore exercised) and authorize the granting of new
         options in substitution therefor (to the extent not theretofore
         exercised). The Board of Directors shall not, however, modify any
         outstanding options so as to specify a lower price or accept the
         surrender of outstanding options and authorize the granting of new
         options in substitution therefor specifying a lower price.
         Notwithstanding the foregoing, however, no modification of an option
         shall, without the consent of the optionee, alter or impair any rights
         or obligations under any option theretofore granted under the Plan.

         (k) Investment Purpose. Each option under the Plan shall be granted on
         the condition that the purchases of Stock thereunder shall be for
         investment purposes and not with a view to resale or distribution
         except that if the Stock subject to such option or distribution is
         registered under the Securities Act of 1933, as amended, or if a resale
         of such stock without such registration would otherwise be permissible,
         such condition shall be inoperative if in the opinion of counsel for
         the Company such condition is not required under the Securities Act of
         1933 or any other applicable law, regulation, or rule of any
         governmental agency.

         (l) Other Provisions. The option agreements authorized under the Plan
         shall contain such other provisions, including, without limitation,
         restrictions upon the exercise of the option, as the Committee and the
         Board of Directors of the Company shall deem advisable. Any such option
         agreement shall contain such limitations and restrictions upon the
         exercise of the option as shall be necessary in order that such option
         will be an "incentive stock option" as defined in Section 422 of the
         Code or to conform to any change in the law.

6.       TERM OF PLAN

         Options may be granted pursuant to the Plan from time to time within a
period of ten years from the date the Plan is adopted, or the date the Plan is
approved by the stockholders, whichever is earlier.

7.       INDEMNIFICATION OF COMMITTEE

         In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding that
such Committee member is liable for negligence or misconduct in the performance
of his or her duties; provided that within 60 days after institution of any such
action, suit or proceeding a Committee member shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same.











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8.       AMENDMENT OF THE PLAN

         The Board of Directors of the Company may, insofar as permitted by law,
from time to time, with respect to any shares at the time not subject to
options, suspend or discontinue the Plan or revise or amend it in any respect
whatsoever except that, without approval of the stockholders no such revision or
amendment shall change the number of shares subject to the Plan, change the
designation of the class of employees eligible to receive options, decrease the
price at which options may be granted, remove the administration of the Plan
from the Committee, or render any member of the Committee eligible to receive an
option under the Plan while serving thereon. Furthermore, the Plan may not,
without the approval of the stockholders, be amended in any manner that will
cause options issued under it to fail to meet the requirements of incentive
stock options as defined in Section 422 of the Code, except as to those shares
awarded under Article 11 of this Plan.

9.       APPLICATION OF FUNDS

         The proceeds received by the Company from the sale of Stock pursuant to
options will be used for general corporate purposes.

10.      NO OBLIGATION TO EXERCISE OPTION

         The granting of an option shall impose no obligation upon the optionee
to exercise such option.

11.      STOCK AWARDS

         The Committee may award to officers, directors and employees of the
Company shares of capital stock out of the 500,000 shares of Stock provided for
in Article 4 of the Plan for the purpose of additional compensation for
outstanding achievement and to encourage ownership of the Stock. These awards,
in the discretion of the Committee, may be made with or without payment therefor
by any officer, director or employee to whom such capital stock is made under
such terms and conditions as the Committee may in its sole discretion provide.
Such awards shall not constitute incentive stock options within the meaning of
Section 422 of the Code and shall be limited to up to 50,000 shares of Stock of
the 500,000 shares of Stock provided for under Article 4 of the Plan. Any shares
not awarded under this Article 11 of the Plan may be the subject of incentive
stock options under the Plan.

12.      EFFECTIVE DATE

         Adoption of this Plan and shareholders' approval shall be effective
January 12, 1999.





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