EXHIBIT 10.28

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT


      This AMENDMENT ("Amendment") is made and entered into to be effective
April 1, 1998, by and between DAWSON PRODUCTION SERVICES, INC. (together with
its successors, the "Company") and MICHAEL E. LITTLE ("Executive").

      WHEREAS, Executive and the Company entered into an Executive Employment
Agreement, dated April 1, 1996 ("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:

1. The second sentence of Section 2(a), entitled BASE SALARY, is hereby amended
as follows:

      Such salary shall increase to an annual rate of $300,000.00 on April 1,
      1997 and shall remain at an annual rate of $300,000 for each year
      thereafter, unless modified by agreement between Executive and the
      Company.

2. A new second sentence is added to Section 2(b), entitled BUSINESS EXPENSES,
as follows:

      The Company shall also reimburse all reasonable automobile expenses, as
      per the standard employment manual for the Company, as such manual may be
      amended from time to time by the Company.

3. Section 2(c), entitled DISCRETIONARY INCENTIVE BONUS, is hereby amended in
its entirety as follows:

      Executive may from time to time be awarded an annual cash bonus during the
      term of his employment under this Agreement, in an amount of up to one
      hundred percent (100%) of the Executive's then current Base Salary.
      Executive shall be considered for this bonus under the benefit plan
      entitled "Compensation Program, Board of Directors Summary" dated and
      approved by the Board of Directors on July 31, 1997, or any other benefit
      plan the Company may have in effect from time to time, consistent with the
      terms of any such program and with Executive's status and position with
      the Company.

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4. The second sentence of Section 2(d), entitled EMPLOYEE BENEFITS, is hereby
amended as follows:

      During the term of this Agreement, Executive shall be entitled to receive
      such benefits (which shall include vacation as per the standard employment
      manual for the Company, as such manual may be amended from time to time by
      the Company) as are made available to other personnel of the Company in
      comparable positions, with comparable duties and responsibilities.

5. A new second sentence is added to Section 3(a), entitled INITIAL TERM, as
follows:

      If on March 31, 1999, this Agreement has not been replaced with a new
      employment agreement between Executive and the Company or terminated in
      accordance with Section 3(c), then this Agreement shall have the
      termination date extended to March 31, 2000, under the same terms and
      conditions which were in effect for the period from April 1, 1998 to March
      31, 1999.

6. A new first sentence is added to Section 3(c)(5)(a), entitled RESIGNATION FOR
GOOD REASON, as follows:

      Executive shall have the right to resign for any "Good Reason," as defined
      herein, and such resignation shall be deemed to be a termination by the
      Company "Without Good Cause," except as set forth in Section 5(c) with
      respect to the resignation of the Executive for a "Good Reason" during the
      one-year period following a Change of Control.

7. Section 3(c)(5)(a)(iv) is hereby amended in its entirety, as follows:

      The Company's directing the Executive to work at a location other than San
      Antonio, Texas.

8. A new Section 3(c)(5)(a)(v), is hereby added, as follows:

      After a Change of Control, any material change which, in the sole but
      reasonable discretion of the Executive, impacts detrimentally upon
      Executive's position within the Company.

9. Section 3(c)(5)(b), entitled RESIGNATION WITHOUT GOOD REASON, is hereby
amended in its entirety, as follows:

      Any resignation by the Executive for any reason other than "Good Reason,"
      as defined above, shall be deemed to be a resignation "Without Good
      Reason." Other than as provided in Section 5(c) with respect to the
      resignation of the Executive "Without Good Reason" during the 60-day
      period following a Change of Control, in the event of a Resignation
      Without Good Reason, the "Change in Control"

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      provisions in Section 4 and the Severance provisions in Section 5 shall be
      inapplicable.

10. Section 5(a) is hereby amended in its entirety, as follows:

      If, during the first two years of this Agreement, the Company terminates
      this Agreement Without Good Cause as that term is defined in Section
      3(c)(4)(b) of this Agreement, except as provided in Section 5(b) herein,
      the Company agrees to pay to Executive a cash payment equal to the sum of:
      (i) 14 (if terminated during the first year) or 15 (if terminated during
      the second year) months' salary of the Executive's then current,
      annualized Base Salary, respectively, less statutory payroll deductions;
      (ii) all accrued benefits; and (iii) a prorated amount of any incentive
      compensation paid to Executive for the prior year. After the first two
      years of this Agreement, if the Company terminates this Agreement Without
      Good Cause as that term is defined in Section 3(c)(4)(b) of this
      Agreement, except as provided in Section 5(b) herein, the Company agrees
      to pay to Executive a cash payment equal to the sum of: (i) 24 months'
      salary of Executive's then current, annualized Base Salary, less statutory
      payroll deductions; (ii) all accrued benefits; and (iii) a prorated amount
      of any incentive compensation paid to Executive for the prior year.

11. Section 5(c) is hereby amended in its entirety, as follows:

      If Executive terminates this Agreement Without Good Reason within 60 days
      after a Change of Control, the Company shall pay to Executive a cash
      payment equal to the sum of: (i) three (3) years' salary of the
      Executive's then current, annualized Base Salary less statutory payroll
      deductions; (ii) all accrued benefits; and (iii) a prorated amount of any
      incentive compensation paid to Executive for the prior year. If Executive
      terminates this Agreement for Good Reason within 12 months after a Change
      of Control, Company shall pay to Executive a cash payment equal to the sum
      of: (i) three (3) years' salary of the Executive's then current,
      annualized Base Salary less statutory payroll deductions; (ii) all accrued
      benefits; and (iii) a prorated amount of any incentive compensation paid
      to Executive for the prior year.

12. Section 5(h)(3) is hereby amended in its entirety, as follows:

      In the event that Executive communicates a Notice of Resignation Without
      Good Reason as defined in Section 3(c)(5)(b), other than as provided in
      Section 5(c).

13. Section 6, entitled STOCK OPTIONS, is hereby amended in its entirety, as
follows:

      The Company may grant Executive options to purchase from the Company
      shares of the Company's common stock (the "Option Stock") during the terms
      of his employment under this Agreement. Executive shall be considered for
      the grant of

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      options under the benefit plan entitled "Compensation Program, Board of
      Directors Summary" dated and approved by the Board of Directors on July
      31, 1997, or any other benefit plan the Company may have in effect from
      time to time, consistent with the terms of any such program and with
      Executive's status and position with the Company.

14. Section 9(d) is hereby amended in its entirety, as follows:

      In the event that the Executive's employment with the Company is
      terminated for any reason except by the Company for Good Cause without a
      Change of Control, Executive covenants and agrees not to compete with the
      Company by engaging in the business of providing: (i) workover rig
      services, including completion of new wells, maintenance and recompletion
      of existing wells (including horizontal recompletions) and plugging and
      abandonment of wells at the end of their useful lives; (ii) liquid
      services, including vacuum truck services, frac tank rental and salt water
      injection; and/or (iii) production services, including well test analysis,
      pipe testing, slickline wireline services and fishing and rental tool
      services, for the period of time by which the Executive's severance
      payment, if any, is measured. The geographic scope of this non-compete
      provision shall be: (i) in Texas south of a line from the following Texas
      towns: Del Rio, Bryan, and Jasper; and (ii) within 50 miles from Iraan,
      Texas and from Pampa, Texas.

      In the event that Executive's employment with the Company is terminated by
      the Company for Good Cause without a Change of Control, Executive
      covenants and agrees not to compete with the Company by engaging in the
      business of providing: (i) workover rig services, including completion of
      new wells, maintenance and recompletion of existing wells (including
      horizontal recompletions) and plugging and abandonment of wells at the end
      of their useful lives; (ii) liquid services, including vacuum truck
      services, frac tank rental and salt water injection; and/or (iii)
      production services, including well test analysis, pipe testing, slickline
      wireline services and fishing and rental tool services, for a period of
      one year from the date of termination. The geographic scope of this
      non-compete provision shall be: (i) in Texas south of a line from the
      following Texas towns: Del Rio, Bryan, and Jasper; and (ii) within 50
      miles from Iraan, Texas and from Pampa, Texas.

      In the event that Executive's employment with the Company is terminated
      for any reason after a Change of Control, Executive shall not be subject
      to any obligation not to compete with the Company after his termination of
      employment with the Company.

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

                                  **********

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

                                            MICHAEL E. LITTLE


                                        /s/ MICHAEL E. LITTLE 



                                    DAWSON PRODUCTION SERVICES, INC.


                                    By: /s/ P. MARK STARK
                                    Name: P. Mark Stark
                                    Title: Chief Financial Officer

                               Executive Employment Agreement - 1998 Amendment
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