**Exhibit 10.1****FIRST AMENDMENT****TO****LOAN AGREEMENT**     **THIS FIRST AMENDMENT TO LOAN AGREEMENT**(this “**Amendment**”) is entered into as of the18th day of January 2006, by and among **DAWSON GEOPHYSICAL COMPANY**, whose address forpurposes of this Amendment is 508 West Wall Street, Suite 800, Midland, Texas 79701 (the“**Borrower**”), and **WESTERN NATIONAL BANK**, a national banking association, whose address is 508 WestWall, Suite 1100, Midland, Texas 79701 (the“**Bank**”).**NOTICE IS TAKEN OF THE FOLLOWING:****A.** Borrower and Bank have previously entered into that certain Loan Agreement, dated January18, 2006 (the “**Existing Loan Agreement**”). Capitalized terms not otherwise defined hereinare defined in the Existing Loan Agreement. **B.** The Existing Loan Agreement provides for a revolving line of credit in the original principalamount of Ten Million and No/100 Dollars ($10,000,000.00)(the “**Loan**”). **C.** The Borrower and the Bank have now agreed to amend the Existing Loan Agreement inorder to substitute new terms regarding the non-recourse nature of the revolving line ofcredit.     **NOW,THEREFORE**, for and in consideration of the premises and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties heretoagree to amend the terms of the Existing Loan Agreement as follows:**1.** **Definitions.**   Unless otherwise specifically defined herein, all defined terms used in this Amendmentshall have their respective meanings set forth in the Existing Loan Agreement.
 

 
**2.** **Amendment.**   That paragraph of the Existing Loan Agreement under the subheading of “Non-Recourse” ishereby amended by deleting it in its entirety and substituting the following:   **Non-Recourse**   Although the Borrower is responsible on a corporate basis for the full repayment of principaland interest due on the Obligations and for any other Event of Default for which theBorrower is responsible, the Bank specifically acknowledges and agrees that neither any ofthe directors, officers, or employees of the Borrower nor any of the Borrower’sshareholders shall have any personal liability whatsoever for the repayment of the Loan.The sole party responsible for repayment of the Loan shall be the Borrower, and the solesecurity for the Loan shall be the Collateral covered by the Security Instruments. **3.** **Effectiveness:** **a.** Except to the extent specifically amended and supplemented hereby, all of the terms,conditions and provisions of the Existing Loan Agreement shall remain unmodified, and theExisting Loan Agreement, as amended and supplemented by this Amendment, is ratified andconfirmed as being in full force and effect. **b.** All references to the Existing Loan Agreement herein or in any other document or instrumentbetween Borrower and Bank shall hereinafter be construed to be references to the ExistingLoan Agreement as modified by this Amendment. **4.** **Counterparts:** This Amendment may be executed in any number of counterparts, each ofwhich when executed and delivered shall be deemed an original, but all of which constituteone instrument. In making proof of this Amendment, it shall not be necessary to produce oraccount for more than one counterpart thereof signed by each of the parties hereto. **5. **Notice of Final Agreement:**   **THIS WRITTEN AMENDMENT AND ANY OTHER INSTRUMENTS EXECUTED BY THE PARTIESCONTEMPORANEOUSLY HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ANDMAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUSOR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTSBETWEEN THE PARTIES.**     **IN WITNESS WHEREOF,**the parties hereto have executed this Amendment as of the date and yearfirst above written.
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      **BANK:****