EXHIBIT 10.24

                           NEGATIVE PLEDGE AGREEMENT

<TABLE>
<CAPTION>
<S>                      <C>            <C>            <C>          <C>      <C>            <C>         <C>          <C>
      PRINCIPAL           LOAN DATE      MATURITY      LOAN NO.     CALL     COLLATERAL     ACCOUNT     OFFICER      INITIALS
    $7,000,000.00        07-25-1996     11-25-1996       9001        500        0010        2211480       035
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.

<TABLE>
<CAPTION>
<S>                                          <C>             <C>
BORROWER: DAWSON PRODUCTION SERVICES, INC.   (TIN:  LENDER:  THE FROST NATIONAL BANK
          74-2231546)                                        P.O. BOX 1600
          901 NE LOOP 410, SUITE 700                         SAN ANTONIO, TX 78296
          SAN ANTONIO, TX 78209
</TABLE>
================================================================================

THIS NEGATIVE PLEDGE AGREEMENT between DAWSON PRODUCTION SERVICES, INC.
("Borrower") and THE FROST NATIONAL BANK ("Lender") is made and executed on
the following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans and other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement. All such loans and financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the
"Loan" and collectively as the "Loans." Borrower understands and agrees
that: (a) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements, as set forth in this
Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (c) all
such Loans shall be and shall remain subject to the following terms and
conditions of this Agreement.

TERM.  This Agreement shall be effective as of July 25, 1996, and shall continue
thereafter until all indebtedness of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.

DEFINITIONS.  The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

     AGREEMENT.  The word "Agreement" means this Negative Pledge Agreement, as
     this Negative Pledge Agreement may be amended or modified from time to
     time, together with all exhibits and schedules attached to this Negative
     Pledge Agreement from time to time.

     BORROWER.  The word "Borrower" means DAWSON PRODUCTION SERVICES, INC..
     The word "Borrower" also includes, as applicable, all subsidiaries and
     affiliates of Borrower as provided below in the paragraph titled
     "Subsidiaries and Affiliates."

     CERCLA.  The word "CERCLA" means the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as amended.

     COLLATERAL.  The word "Collateral" means and includes without limitation
     all property and assets granted as collateral security for a Loan, whether
     real or personal property, whether granted directly or indirectly, whether
     granted now or in the future, and whether granted in the form of a security
     interest, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien, charge, lien or title retention contract, lease or
     consignment intended as a security device, or any other security or lien
     interest whatsoever, whether created by law, contract, or otherwise.

     ERISA.  The word "ERISA" means the Employee Retirement Income Security
     Act of 1974, as amended.

     EVENT OF DEFAULT.  The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

     GRANTOR.  The word "Grantor" means and includes without limitation each
     and all of the persons or entities granting a Security Interest in any
     Collateral for the Indebtedness, including without limitation all Borrowers
     granting such a Security Interest.

     GUARANTOR.  The word "Guarantor" means and includes without limitation
     each and all of the guarantors, sureties, and accommodation parties in
     connection with any indebtedness.
<PAGE>
     INDEBTEDNESS.  The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts and
     liabilities of Borrower to Lender, or any one or more of them, as well as
     all claims by Lender against Borrower, or any one or more of them; whether
     now or hereafter existing, voluntary or involuntary, due or not due,
     absolute or contingent, liquidated or unliquidated; whether Borrower may be
     liable individually or jointly with others; whether Borrower may be
     obligated as a guarantor, surety, or otherwise.

     LENDER.  The word "Lender" means THE FROST NATIONAL BANK, its successors
     and assigns.

     LOAN.  The word "Loan" or "Loans" means and includes without limitation
     any and all commercial loans and financial accommodations from Lender to
     Borrower, whether now or hereafter existing, and however evidences,
     including without limitation those loans and financial accommodations
     described herein or described on any exhibit or schedule attached to this
     Agreement from time to time.

     NOTE.  The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations in
     favor of Lender, as well as any substitute, replacement or refinancing note
     or notes therefor.

     RELATED DOCUMENTS.  The words "Related Documents" mean and include
     without limitation all promissory notes, credit agreements, loan
     agreements, environmental agreements, guaranties, security agreements,
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection with
     the indebtedness.

     SECURITY AGREEMENT.  The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     SECURITY INTEREST.  The words "Security Interest" mean and include
     without limitation any type of collateral security, whether in the form of
     a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
     mortgage, chattel trust, factor's lien, equipment trust, conditional sale,
     trust receipt, lien or title retention contract, lease or consignment
     intended as a security device, or any other security or lien interest
     whatsoever, whether created by law, contract, or otherwise.

     SARA. The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1986 as now or hereafter amended.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists:
<PAGE>
     ORGANIZATION.  Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the state of Borrower's
     incorporation and is validly existing and in good standing in all states in
     which Borrower is doing business. Borrower has the full power and authority
     to own its properties and to transact the businesses in which it is
     presently engaged or presently proposes to engage. Borrower also is duly
     qualified as a foreign corporation and is in good standing in all states in
     which the failure to so qualify would have a material adverse effect on its
     businesses or financial condition.

     AUTHORIZATION. The execution, delivery, and performance of this Agreement
     and all Related Documents by Borrower, to the extent to be executed,
     delivered or performed by Borrower, have been duly authorized by all
     necessary action by Borrower; do not require the consent or approval of any
     other person, regulatory authority or governmental body; and do not
     conflict with, result in a violation of, or constitute a default under (a)
     any provision of its articles of incorporation or organization, or bylaws,
     or any agreement or other instrument binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION. Each financial statement of Borrower supplied to
     Lender truly and completely disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's financial condition subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed in such financial statements.

     LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower when delivered will constitute,
     legal, valid and binding obligations of Borrower enforceable against
     Borrower in accordance with their respective terms.
<PAGE>
     PROPERTIES. Except as contemplated by this Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted by Lender, and except for property tax liens for taxes not
     presently due and payable. Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security interests, and has not
     executed any security documents or financing statements relating to such
     properties. All of Borrower's properties are titled in Borrower's legal
     name, and Borrower has not used, or filed a financing statement under, any
     other name for at least the last five (5) years.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (a) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     TRANSFER AND LIENS. Fail to continue to own all of Borrower's assets,
     except for routine transfers, use or depletion in the ordinary course of
     Borrower's business. Borrower agrees not to create or grant to any person,
     except Lender, any lien, security interest, encumbrance, cloud on title,
     mortgage, pledge or similar interest in any of Borrower's property, except
     in the ordinary course of Borrower's business. Borrower agrees not to sell,
     convey, grant, lease, give, contribute, assign, or otherwise transfer any
     of Borrower's assets, except for sales of inventory or leases of goods in
     the ordinary course of Borrower's business.

     CONTINUITY OF OPERATIONS. (a) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (b) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change ownership, change its name, dissolve or
     transfer or sell Collateral out of the ordinary course of business, (c) pay
     any dividends on Borrower's stock (other than dividends payable in its
     stock), provided, however that notwithstanding the foregoing, but only so
     long as no Event of Default has occurred and is continuing or would result
     from the payment of dividends, if Borrower is a "Subchapter S
     Corporation" (as defined in the Internal Revenue Code of 1986, as
     amended), Borrower may pay cash dividends on its stock to its shareholders
     from time to time in amounts necessary to enable the shareholders to pay
     income taxes and make estimated income tax payments to satisfy their
     liabilities under federal and state law which arise solely from their
     status as Shareholders of a Subchapter S Corporation because of their
     ownership of shares of stock of Borrower, or (d) purchase or retire any of
     Borrower's outstanding shares or alter or amend Borrower's capital
     structure.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA, Keogh, and trust
accounts. Borrower authorizes Lender, to the extent permitted by applicable law,
to charge or setoff all sums owing on the indebtedness against any and all such
accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on the Loans.

     OTHER DEFAULTS. Failure of Borrower to comply with or to perform when due
     any other terms, obligation, covenant or condition contained in this
     Agreement.

     DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default
     under any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's or any
     Grantor's ability to repay the Loan or perform their respective obligations
     under this Agreement or any of the Related Documents.

     FALSE STATEMENTS. Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under this
     Agreement or the Related Documents is false or misleading in any material
     respect at the time made or furnished, or becomes false or misleading at
     any time thereafter.
<PAGE>
     DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any Security
     Agreement to create a valid and perfected Security Interest) at any time
     and for any reason.

        INSOLVENCY. The dissolution or termination of Borrower's existence as a
        going business the insolvency of Borrower, the appointment of a receiver
        for any part of Borrower's property, any assignment for the benefit of
        creditors, any type of creditor workout, or the commencement of any
        proceeding under any bankruptcy or insolvency laws by or against
        Borrower.

        CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
        forfeiture proceedings, whether by judicial proceeding, self-help,
        reposession or any other method, by any creditor of Borrower, any
        creditor of any Grantor against any collateral securing the
        indebtedness, or by any governmental agency. This includes a
        garnishment, attachment, or levy on or of any of Borrower's deposit
        accounts with Lender.

        EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
        respect to any Guarantor of any of the indebtedness or any Guarantor
        dies or becomes incompetent, or revokes or disputes the validity of, or
        liability under, any Guarantee of the Indebtedness.

        CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
        (25%) or more of the common stock of Borrower.

        ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
        condition, or Lender believes the prospect of payment or performance of
        the indebtedness is impaired.

        INSECURITY. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
Loan Advances or disbursements), and, at Lender's option, all Indebtedness
immediately will become due and payable, all without notice of any kind to
Borrower, except that in the case of an Event of Default of the type described
in the "Insolvency" subsection above, such accelerations shall be automatic
and not optional. In addition, Lender shall have all the rights and remedies
provided in the Related Documents or available at law, in equity, or otherwise.
Except as may be prohibited by applicable law, all of Lender's rights and
remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS NEGATIVE PLEDGE
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF JULY
25, 1996

BORROWER:

DAWSON PRODUCTION SERVICES, INC.
BY: /s/ MICHAEL E. LITTLE
        MICHAEL E. LITTLE, PRESIDENT/CHIEF EXECUTIVE OFFICER

LENDER:
THE FROST NATIONAL BANK

By:
       Authorized Officer
================================================================================