EXHIBIT 10.31

              AMENDMENT NO.  1 TO EXECUTIVE EMPLOYMENT AGREEMENT


      This AMENDMENT ("Amendment") is made and entered into to be effective
August 10, 1998, by and between DAWSON PRODUCTION SERVICES, INC. (together with
its successors, the "Company") and JAMES J. BYERLOTZER ("Executive").

      WHEREAS, Executive and the Company entered into an Executive Employment
Agreement, dated July 1, 1998 ("Agreement"); and

      WHEREAS, Executive and the Company desire to amend the Agreement; and

      WHEREAS, both the Company and Executive have read and understand the terms
and provisions set forth in this Amendment, and have been afforded a reasonable
opportunity to review this Amendment with their respective legal counsel;

      NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Amendment, Executive and the Company agree as follows:

      Section 13 (and all references thereto) shall be redenominated as Section
14, and a new Section 13 shall be added as follows:

            "13. EXCISE TAX GROSS-UP PAYMENTS. In the event that (i) Executive
            become entitled to any payments under the provisions of Section 5
            (and related sections to the extent relevant) ("Severance
            Payments"), and (ii) some or all of the Severance Payments are
            subject to the tax imposed by Section 4999 of the Code (the "Excise
            Tax"), the Company shall pay to Executive, at the same time as it
            pays to Executive all or any portion of the Severance Payments, an
            amount in cash (the "Excise Tax Gross-Up Payment") which will be
            equal to the sum of (iii) the Excise Tax on the Severance Payments,
            and (iv) the federal, state and local income tax, and the Excise
            Tax, on the total Excise Tax Gross-up Payment (which, without
            limitation, will require the solving of a quadratic equation). For
            purposes of determining the extent to which Severance Payments are
            subject to the Excise Tax, and the amount of such Excise Tax, any
            other payments or benefits received or to be received by Executive
            in connection with a Change of Control, or in connection with
            Executive's termination of employment (whether pursuant to the terms
            of this Executive Agreement or any other plan (including stock
            option plans), arrangement, or agreement with the Company)
            (collectively, "Other Benefits") shall be treated in their entirety
            as (v) "parachute payments" within the meaning of section 280G(b)(2)
            of the Code, and (vi) "excess parachute payments" within the meaning
            of section 280G(b)(1) of the Code, and thus shall be considered as
            subject to the Excise Tax except to the extent, as determined in the
            written opinion of tax counsel selected by the Company's independent
            auditors and acceptable to Executive (who shall not unreasonably
            withhold approval) such Other Benefits (vii) do not constitute
            parachute payments or, without limitation (viii) do not constitute
            excess parachute payments. Without limiting the generality of the

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            foregoing, the amount required to be taken into account for purposes
            of the forgoing determinations, considering the timing, form and
            other relevant factors relating to Executive's receipt of Severance
            Payments and Other Benefits, shall be determined by the Company's
            independent auditors, in accordance with the principles of Sections
            280G(d)(3) and (4) of the Code. Without limitation, for purposes of
            determining the amount of the Excise Tax Gross-Up Payment, the
            Executive shall be deemed to pay federal, state and local income
            taxes (as applicable) at the highest marginal rate in effect for the
            calendar year in which the Excise Tax Gross-Up Payment is paid. In
            the event that, after the Excise Tax Gross-up Payment is initially
            determined and paid, it is finally determined that Executive's
            excess parachute payment is more or less than the amount of excess
            parachute payment on which the Excise Tax Gross-Up Payment was
            based, the Company, or Executive, shall pay, or repay, to the other
            the amount which will cause the Excise Tax Gross-up Payment to equal
            the amount which would have been paid had the parties initially used
            the amount of the finally determined excess parachute payment in
            calculating such amount, plus, in each case, interest on the amount
            of such payment, or repayment, at the rate provided in Section
            1274(b)(2)(B) of the Code from the date of the original payment of
            the Excise Tax Gross-Up Payment through the date of the payment, or
            repayment."

      All of the provisions of the Agreement which are not amended as set forth
herein shall remain in full force and effect.


      IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.


                                    /s/ JAMES J. BYERLOTZER
                                    JAMES J. BYERLOTZER


                                    DAWSON PRODUCTION SERVICES, INC.


                                    By: /s/ MICHAEL E. LITTLE
                                    Name: Michael E. Little
                                    Title:  Chief Executive Officer and 
                                             President

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