##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period From to
 Commission File No. 001-34404
 DAWSON GEOPHYSICAL COMPANY
 Texas
(State or other jurisdiction of 
incorporation or organization)
    
    75-0970548
(I.R.S. Employer
identification No.)
 508 West Wall, Suite 800, Midland, Texas 79701
(Principal Executive Office)
 Telephone Number: 432-684-3000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Title of Each Class
    
    Outstanding at May 10, 2011Common Stock, $.33 1/3 par value
    
    7,918,989 shares




---



##### 



DAWSON GEOPHYSICAL COMPANY
  PageNumberPart I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Statements of Operations for the Three Months and the Six Months Ended March 31, 2011 and 2010 (unaudited)
    
    
    3Balance Sheets at March 31, 2011 (unaudited) and September 30, 2010
    
    
    4Statements of Cash Flows for the Six Months Ended March 31, 2011 and 2010 (unaudited)
    
    
    5Notes to Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17Part II. OTHER INFORMATION
    
    
    17Item 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 6. Exhibits
    
    
    20Signatures
    
    
    21Index to Exhibits
    
    
    22Certification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Rule 13a-14(b)Certification of CFO Pursuant to Rule 13a-14(b)EX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 DAWSON GEOPHYSICAL COMPANY
 
 STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three Months Ended March 31,
    
    
    Six Months Ended March 31,2011
    
    
    2010
    
    
    2011
    
    
    2010Operating revenues
    
    $
    78,337,000
    
    
    $
    48,585,000
    
    
    $
    150,990,000
    
    
    $
    84,915,000Operating costs:Operating expenses
    
    
    73,733,000
    
    
    
    44,428,000
    
    
    
    139,893,000
    
    
    
    79,147,000General and administrative
    
    
    3,414,000
    
    
    
    1,792,000
    
    
    
    5,592,000
    
    
    
    3,646,000Depreciation
    
    
    7,735,000
    
    
    
    6,695,000
    
    
    
    14,867,000
    
    
    
    13,172,00084,882,000
    
    
    
    52,915,000
    
    
    
    160,352,000
    
    
    
    95,965,000Loss from operations
    
    
    (6,545,000
    )
    
    
    (4,330,000
    )
    
    
    (9,362,000
    )
    
    
    (11,050,000
    )Other income:Interest income
    
    
    6,000
    
    
    
    28,000
    
    
    
    31,000
    
    
    
    58,000Other income
    
    
    23,000
    
    
    
    95,000
    
    
    
    582,000
    
    
    
    97,000Loss before income tax
    
    
    (6,516,000
    )
    
    
    (4,207,000
    )
    
    
    (8,749,000
    )
    
    
    (10,895,000
    )Income tax benefit
    
    
    1,659,000
    
    
    
    1,501,000
    
    
    
    2,225,000
    
    
    
    3,973,000Net loss
    
    $
    (4,857,000
    )
    
    $
    (2,706,000
    )
    
    $
    (6,524,000
    )
    
    $
    (6,922,000
    )Basic loss per common share
    
    $
    (0.62
    )
    
    $
    (0.35
    )
    
    $
    (0.84
    )
    
    $
    (0.89
    )Diluted loss per common share
    
    $
    (0.62
    )
    
    $
    (0.35
    )
    
    $
    (0.84
    )
    
    $
    (0.89
    )Weighted average equivalent common shares outstanding
    
    
    7,797,361
    
    
    
    7,779,256
    
    
    
    7,793,836
    
    
    
    7,775,483Weighted
average equivalent common shares outstanding-assuming dilution
    
    
    7,797,361
    
    
    
    7,779,256
    
    
    
    7,793,836
    
    
    
    7,775,483
 See accompanying notes to the financial statements (unaudited).
 3




---



##### Table of Contents



DAWSON GEOPHYSICAL COMPANY
 
 BALANCE SHEETS
 March 31,
    
    
    September 30,2011
    
    
    2010(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    13,602,000
    
    
    $
    29,675,000Short-term investments
    
    
    5,500,000
    
    
    
    20,012,000Accounts
receivable, net of allowance for doubtful accounts of $155,000 and
$639,000 at March 31, 2011 and September 30, 2010, respectively
    
    
    68,704,000
    
    
    
    57,726,000Prepaid expenses and other assets
    
    
    11,951,000
    
    
    
    7,856,000Current deferred tax asset
    
    
    1,795,000
    
    
    
    1,764,000Total current assets
    
    
    101,552,000
    
    
    
    117,033,000Property, plant and equipment
    
    
    280,511,000
    
    
    
    248,943,000Less accumulated depreciation
    
    
    (141,449,000
    )
    
    
    (130,900,000
    )Net property, plant and equipment
    
    
    139,062,000
    
    
    
    118,043,000Total assets
    
    $
    240,614,000
    
    
    $
    235,076,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    19,748,000
    
    
    $
    14,274,000Accrued liabilities:Payroll costs and other taxes
    
    
    4,231,000
    
    
    
    3,625,000Other
    
    
    8,426,000
    
    
    
    7,963,000Deferred revenue
    
    
    3,994,000
    
    
    
    204,000Total current liabilities
    
    
    36,399,000
    
    
    
    26,066,000Deferred tax liability
    
    
    19,188,000
    
    
    
    18,785,000Stockholders equity:Preferred
stock-par value $1.00 per share; 5,000,000 shares authorized, none outstanding
    
    
    
    
    
    
    Common
stock-par value $.33 1/3 per share; 50,000,000 shares authorized,
7,918,989 and 7,902,106 shares issued and outstanding at March 31, 2011 and September 30, 2010, respectively
    
    
    2,640,000
    
    
    
    2,634,000Additional paid-in capital
    
    
    91,730,000
    
    
    
    90,406,000Other comprehensive income, net of tax
    
    
    
    
    
    
    4,000Retained earnings
    
    
    90,657,000
    
    
    
    97,181,000Total stockholders equity
    
    
    185,027,000
    
    
    
    190,225,000Total liabilities and stockholders equity
    
    $
    240,614,000
    
    
    $
    235,076,000
 See accompanying notes to the financial statements (unaudited).
 4




---



##### Table of Contents



DAWSON GEOPHYSICAL COMPANY
 
 STATEMENTS OF CASH FLOWS

(UNAUDITED)
 Six Months Ended March 31,2011
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (6,524,000
    )
    
    $
    (6,922,000
    )Adjustments
to reconcile net loss to net cash provided by operating activities:Depreciation
    
    
    14,867,000
    
    
    
    13,172,000Noncash compensation
    
    
    1,041,000
    
    
    
    840,000Deferred income tax expense
    
    
    375,000
    
    
    
    486,000Provision for bad debts
    
    
    213,000
    
    
    
    156,000Other
    
    
    (361,000
    )
    
    
    (273,000
    )Change in current assets and liabilities:Increase in accounts receivable
    
    
    (11,949,000
    )
    
    
    (14,059,000
    )(Increase) decrease in prepaid expenses and other assets
    
    
    (4,195,000
    )
    
    
    676,000Increase in accounts payable
    
    
    4,763,000
    
    
    
    9,490,000Increase (decrease) in accrued liabilities
    
    
    1,069,000
    
    
    
    (338,000
    )Increase (decrease) in deferred revenue
    
    
    3,790,000
    
    
    
    (718,000
    )Net cash provided by operating activities
    
    
    3,089,000
    
    
    
    2,510,000CASH FLOWS FROM INVESTING ACTIVITIES:Capital
expenditures, net of noncash capital additions summarized below in noncash investing activities
    
    
    (35,340,000
    )
    
    
    (15,220,000
    )Acquisition of short-term investments
    
    
    (2,500,000
    )
    
    
    (9,971,000
    )Proceeds from maturity of short-term investments
    
    
    17,000,000
    
    
    
    5,000,000Proceeds from disposal of assets
    
    
    623,000
    
    
    
    6,000Partial proceeds on fire insurance claim
    
    
    758,000
    
    
    
    Net cash used in investing activities
    
    
    (19,459,000
    )
    
    
    (20,185,000
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from exercise of stock options
    
    
    297,000
    
    
    
    Net cash provided by financing activities
    
    
    297,000
    
    
    
    Net decrease in cash and cash equivalents
    
    
    (16,073,000
    )
    
    
    (17,675,000
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    29,675,000
    
    
    
    36,792,000CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    13,602,000
    
    
    $
    19,117,000SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid during the period for income taxes
    
    $
    8,000
    
    
    $
    121,000Cash received during the period for income taxes
    
    $
    202,000
    
    
    $
    6,000,000NONCASH INVESTING ACTIVITIES:Accrued purchases of property and equipment
    
    $
    711,000
    
    
    $
    438,000Equipment purchase through asset trade in
    
    $
    
    
    
    $
    2,170,000Unrealized (loss) gain on investments
    
    $
    (1,000
    )
    
    $
    37,000
 See accompanying notes to the financial statements (unaudited).
 5




---



##### Table of Contents



DAWSON GEOPHYSICAL COMPANY
 
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 1. ORGANIZATION AND NATURE OF OPERATIONS
  2. OPINION OF MANAGEMENT
   Critical Accounting Policies
  Concentrations of Credit Risk.
 Revenue Recognition
   Allowance for Doubtful Accounts.
 6




---



##### Table of Contents



Impairment of Long-lived Assets.
 Depreciable Lives of Property, Plant and Equipment.
  Tax Accounting.
 Stock-Based Compensation.
 Subsequent Events.
 Recently Issued Accounting Pronouncements
  3. SHORT-TERM INVESTMENTS
  As of March 31, 2011 (in 000s)Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueShort-term investments:U.S. Treasury bills
    
    $
    5,000
    
    
    $
    
    
    
    $
    
    
    
    $
    5,000Certificates of deposit
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    500Total
    
    $
    5,500
    
    
    $
    
    
    
    $
    
    
    
    $
    5,500
 7




---



##### Table of Contents



As of September 30, 2010 (in 000s)Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Estimated FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueShort-term investments:U.S. Treasury bills
    
    $
    14,991
    
    
    $
    2
    
    
    $
    
    
    
    $
    14,993FDIC guaranteed bonds
    
    
    5,015
    
    
    
    4
    
    
    
    
    
    
    
    5,019Total
    
    $
    20,006
    
    
    $
    6
    (a)
    
    $
    
    
    
    $
    20,012
 
 (a)
    
    Accumulated other comprehensive income reflected on the Balance Sheet reflects unrealized
gains and losses net of the tax effect of approximately $2,000.  4. FAIR VALUE OF FINANCIAL INSTRUMENTS
    As of March 31, 2011 (in 000s)Fair Value Measurements at Reporting Date Using:Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Short-term investments:U.S. Treasury bills
    
    $
    5,000
    
    
    $
    5,000
    
    
    $
    
    
    
    $
    Certificates of deposit
    
    
    500
    
    
    
    500
    
    
    
    
    
    
    
    Total
    
    $
    5,500
    
    
    $
    5,500
    
    
    $
    
    
    
    $
    
 As of September 30, 2010 (in 000s)Fair Value Measurements at Reporting Date Using:Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsTotal
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Short-term investments:U.S. Treasury bills
    
    $
    14,993
    
    
    $
    14,993
    
    
    $
    
    
    
    $
    FDIC guaranteed bonds
    
    
    5,019
    
    
    
    5,019
    
    
    
    
    
    
    
    Total
    
    $
    20,012
    
    
    $
    20,012
    
    
    $
    
    
    
    $
    
  5. DEBT
  8




---



##### Table of Contents



6. COMMITMENTS AND CONTINGENCIES
       Payments Due by Period (in 000s)Within
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsOperating lease obligations
    
    $
    1,721
    
    
    $
    649
    
    
    $
    625
    
    
    $
    447
    
    
    $
    
   9




---



##### Table of Contents



7. SUBSEQUENT EVENTS
 .
 8. NET LOSS PER COMMON SHARE
   Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2011
    
    
    2010
    
    
    2011
    
    
    2010NUMERATOR:Net loss and numerator for basic and
diluted net loss per common
share-income available to common
shareholders
    
    $
    (4,857,000
    )
    
    $
    (2,706,000
    )
    
    $
    (6,524,000
    )
    
    $
    (6,922,000
    )DENOMINATOR:Denominator for basic net loss per
common share-weighted average common
shares
    
    
    7,797,361
    
    
    
    7,779,256
    
    
    
    7,793,836
    
    
    
    7,775,483Effect of dilutive securities-employee
stock options and restricted stock
grants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Denominator for diluted net loss per
common share-adjusted weighted average
common shares and assumed conversions
    
    
    7,797,361
    
    
    
    7,779,256
    
    
    
    7,793,836
    
    
    
    7,775,483Net loss per common share
    
    $
    (0.62
    )
    
    $
    (0.35
    )
    
    $
    (0.84
    )
    
    $
    (0.89
    )Net loss per common share-assuming dilution
    
    $
    (0.62
    )
    
    $
    (0.35
    )
    
    $
    (0.84
    )
    
    $
    (0.89
    )
   Three Months Ended
    
    
    Six Months EndedMarch 31,
    
    
    March 31,2011
    
    
    2010
    
    
    2011
    
    
    2010Stock options
    
    
    141,199
    
    
    
    152,000
    
    
    
    145,702
    
    
    
    152,000Restricted stock
    
    
    116,150
    
    
    
    38,500
    
    
    
    119,081
    
    
    
    39,423
 9. PENDING ACQUISITION
   10




---



##### Table of Contents



11




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward Looking Statements
  Overview
    12




---



##### Table of Contents



Fiscal 2011 Second Quarter Highlights
     13




---



##### Table of Contents



Pending Acquisition
       Results of Operations
 Operating Revenues
 14




---



##### Table of Contents



Operating Costs
    Taxes
 Liquidity and Capital Resources
 Introduction.
 Cash Flows.
 15




---



##### Table of Contents



Capital Expenditures.
   Capital Resources.
    Payments Due by Period (in 000s)Within
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsOperating lease obligations
    
    $
    1,721
    
    
    $
    649
    
    
    $
    625
    
    
    $
    447
    
    
    $
    
  16




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Recently Issued Accounting Pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Managements Evaluation of Disclosure Controls and Procedures
 Changes in Internal Control Over Financial Reporting.
 
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  17




---



##### Table of Contents



ITEM 1A. RISK FACTORS
  The merger with TGC is subject to certain closing conditions which may not be satisfied, and as
a result, the merger may not be completed.
  
    
    the approval of the issuance of shares of our common stock pursuant to the Merger Agreement by our shareholders;
    
    the approval of the Merger Agreement by TGC shareholders;
    
    expiration or early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976;
    
    the absence of any judgment, injunction, order or decree in effect, or any law,
statute, rule or regulation enacted, that prohibits the consummation of the merger;
    
    the effectiveness of a registration statement on Form S-4 of which this joint proxy
statement/prospectus forms a part and the authorization of the listing of the shares of
our common stock to be issued in the merger on the Nasdaq Stock Market;
    
    certain officers of TGC having entered into employment agreements with TGC, as the
surviving entity of the merger, as of the effective time of the merger;
    
    receipt by TGC of certain third party consents;
    
    receipt by TGC of the reconfirmation opinion, which is a reconfirmation from TGCs
financial adviser, as of the closing date, that the consideration to be received by TGC
shareholders in the merger is fair; and
    
    other customary conditions, including the absence of a material adverse effect with
respect to either TGCs or the Companys respective businesses.
  Failure to complete the merger with TGC could negatively impact the stock price and our future
business and financial results.
  
    
    we may experience negative reactions from clients and employees;
    
    the current market price of our common stock may reflect a market assumption that the
merger will occur and a failure to complete the merger could result in a negative
perception by the stock market and a resulting decline in the market price of our common
stock;
    
    certain costs relating to the merger, including certain investment banking, financing,
legal and accounting fees and expenses, must be paid even if the merger is not completed;
and
    
    there may be substantial disruption to our business and distraction of our management
and employees from day-to-day operations because matters related to the merger (including
integration planning) may require substantial commitments of time and resources, which
could otherwise have been devoted to other opportunities that could have been beneficial
to the companies.
 18




---



##### Table of Contents



Whether or not the merger is completed, the announcement and pendency of the merger could
disrupt our business, which could have an adverse effect on our business, financial results and
stock price.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Total Number ofShares Purchased as
    
    Maximum Number ofa Part of a
    
    Shares That May beTotal Number of
    
    
    Average Price Paid
    
    
    Publicly Announced
    
    Purchased UnderPeriod
    
    Shares Purchased (1)
    
    
    per Share
    
    
    Plan (2)
    
    Plan (2)January 1-31, 2011
    
    
    
    
    
    
    
    
    
    N/A
    
    N/AFebruary 1-28, 2011
    
    
    1,296
    
    
    
    38.03
    
    
    N/A
    
    N/AMarch 1-31, 2011
    
    
    
    
    
    
    
    
    
    N/A
    
    N/A
 
 (1)
    
    Represents the surrender of shares of our common stock to satisfy tax withholding obligations
in connection with the vesting of restricted stock issued to employees under our
shareholder-approved long-term incentive plan.(2)
    
    We did not have at any time during fiscal 2011 and currently do not have a share repurchase
program in place. 19




---



##### Table of Contents



ITEM 6. EXHIBITS
  20




---



##### Table of Contents



SIGNATURES
  DAWSON GEOPHYSICAL COMPANYDATE: May 10, 2011
    By:
    /s/ Stephen C. JumperStephen C. JumperPresident and Chief Executive OfficerDATE: May 10, 2011
    By:
    /s/ Christina W. HaganChristina W. HaganExecutive Vice President, Secretary and
Chief Financial Officer 21




---



##### Table of Contents



INDEX TO EXHIBITS
 Number
    
    Exhibit2.1
    
    Agreement and Plan of Merger, dated as of March 20, 2011, by
and between the Company, 6446 Acquisition Corp. and TGC
Industries, Inc. (the schedules and exhibits have been omitted
pursuant to Item 601(b)(2) of Regulation S-K) (filed on March
21, 2011 as Exhibit 2.1 to the Companys Current Report on Form
8-K (File No. 001-34404) and incorporated herein by reference).2.2
    
    Form of Voting Agreement by and between the Company and the
shareholders of TGC Industries, Inc. signatories thereto (filed
on March 21, 2011 as Exhibit 2.2 to the Companys Current
Report on Form 8-K (File No. 001-34404) and incorporated herein
by reference).3.1
    
    Second Restated Articles of Incorporation of the Company, as
amended (filed on February 9, 2007 as Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended
December 31, 2006 (File No. 000-10144) and incorporated herein
by reference and filed on November 28, 2007 as Exhibit 3.1 to
the Companys Current Report on Form 8-K (File No. 000-10144)
and incorporated herein by reference).3.2
    
    Second Amended and Restated Bylaws of the Company, as amended
(filed on November 23, 2010 as Exhibit 3.2 to the Companys
Annual Report on Form 10-K for the fiscal year ended September
30, 2010 (File No. 001-34404) and incorporated herein by
reference).3.3
    
    Amendment No. 2 to Second Amended and Restated Bylaws, as
amended, of the Company (filed on March 21, 2011 as Exhibit 3.1
to the Companys Current Report on Form 8-K (File No.
001-34404) and incorporated herein by reference).3.4
    
    Statement of Resolution Establishing Series of Shares of Series
A Junior Participating Preferred Stock of the Company (filed on
July 9, 2009 as Exhibit 3.1 to the Companys Current Report on
Form 8-K (File No. 000-10144) and incorporated herein by
reference).4.1
    
    Rights Agreement effective as of July 23, 2009 between the
Company and Mellon Investor Services LLC , as Rights Agent,
which includes as Exhibit A the form of Statement of Resolution
Establishing Series of Shares of Series A Junior Participating
Preferred Stock setting forth the terms of the Preferred Stock,
as Exhibit B the form of Rights Certificate and as Exhibit C
the Summary of Rights to Purchase Preferred Stock (filed on
July 9, 2009 as Exhibit 4.1 to the Companys Current Report on
Form 8-K (File No. 000-10144) and incorporated herein by
reference). Pursuant to the Rights Agreement, Rights
Certificates will not be mailed until after the Distribution
Date (as defined in the Rights Agreement).10.1
    
    Form of Indemnification Agreement with Directors and Officers
of the Company (filed on March 21, 2011 as Exhibit 10.1 to the
Companys Current Report on Form 8-K (File No. 001-34404) and
incorporated herein by reference).31.1*
    
    Certification of Chief Executive Officer of Dawson Geophysical
Company pursuant to Rule 13a-14(a) promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    Certification of Chief Financial Officer of Dawson Geophysical
Company pursuant to Rule 13a-14(a) promulgated under the
Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer of Dawson Geophysical
Company pursuant to Rule 13a-14(b) promulgated under the
Securities Exchange Act of 1934, as amended, and Section 1350
of Chapter 63 of Title 18 of the United States Code.32.2*
    
    Certification of Chief Financial Officer of Dawson Geophysical
Company pursuant to Rule 13a-14(b) promulgated under the
Securities Exchange Act of 1934, as amended, and Section 1350
of Chapter 63 of Title 18 of the United States Code.
 
 *
    
    Filed herewith. 22