EXHIBIT 10.1
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                           DAWSON GEOPHYSICAL COMPANY

                            2004 INCENTIVE STOCK PLAN


1.          PURPOSE

            This Employee Incentive Stock Plan (the "Plan") is intended as an
incentive and to encourage stock ownership by certain officers and employees of
Dawson Geophysical Company or of its subsidiary companies as that term is
defined in Article 3 below (the "Subsidiaries"), so that they may acquire or
increase their proprietary interest in the success of the Company and
Subsidiaries and to encourage them to remain in the employ of the Company or of
the Subsidiaries. It is further intended that options issued pursuant to this
Plan shall constitute "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, as now or hereafter amended (the
"Code"), except as to those awards made pursuant to Article 11 of the Plan.

2.          ADMINISTRATION

            The Plan shall be administered by a committee appointed by the Board
of Directors of the Company (the "Committee"). The Committee shall consist of
not less than three members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from or add members to the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman
and shall hold meetings at such times and places as it may determine. A majority
of the Committee at which a quorum is present or acts reduced to or approved in
writing by a majority of the members of the Committee shall be the valid acts of
the Committee. No director while a member of the Committee shall be eligible to
receive an option under the Plan. The Committee shall from time to time at its
discretion make recommendations to the Board of Directors with respect to the
employees who shall be granted options and the amount of stock to be optioned to
each. All members of the Committee and majority of directors of the Company
shall be disinterested persons (as that term is hereinafter defined) for
purposes of administering the Plan and determining the employees and amount of
stock to be optioned to each. The term "disinterested person" for purposes of
the Plan shall mean an administrator of a Plan who is not at the time he or she
exercises discretion in administering the Plan eligible and has not at any time
within one year prior thereto been eligible for selection as a person to whom
stock options may be granted pursuant to the Plan.

            The interpretation and construction by the Committee of any
provisions of the Plan or any option granted under it shall be final unless
otherwise determined by the Board of Directors. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under it.

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3.          ELIGIBILITY

            The persons who shall be eligible to receive options shall be such
executives and other employees (including officers, whether or not they are
directors) of the Company or its Subsidiaries existing from time to time as the
Board of Directors shall elect from time to time from among those nominated by
the Committee. An optionee may hold more than one option but only on the terms
and subject to the restrictions hereinafter set forth. No person shall be
eligible to receive an option for a larger number of shares than is recommended
for him or her by the Committee. No person owning more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company, its
parent or subsidiary, shall be eligible to receive an incentive stock option
unless the option price is at least one hundred ten percent (110%) of the fair
market value of the optioned stock (as to which see paragraph 5 below).

4.          STOCK

            The stock subject to the options shall be shares of the Company's
authorized but unissued or reacquired $0.33 1/3 par value per share common stock
hereinafter sometimes called the "Stock." The aggregate number of shares which
may be issued under options shall not exceed 375,000 shares of Stock. The
limitations established by the preceding sentence shall be subject to adjustment
as provided in Article 5(h) of the Plan.

            If any outstanding option under the Plan for any reason expires or
is terminated, the shares of the Stock allocatable to the unexercised portion of
such option may again be subjected to an option under the Plan.

            The aggregate fair market value (determined at the time the option
is granted) of the Stock with respect to which options are exercisable for the
first time by any person eligible hereunder during any calendar year under this
Plan and any other plan qualifying under Section 422 of the Code which is
maintained by the Company and/or its Subsidiaries shall not exceed $100,000.

5.          TERMS AND CONDITIONS OF OPTIONS

            Stock options granted pursuant to the Plan shall be authorized by
the Board of Directors and shall be evidenced by agreements in such form as the
Committee shall from time to time recommend and the Board of Directors shall
from time to time approve, which agreements shall comply with and be subject to
the following terms and conditions:

            (a)         Optionee's Agreement. Each optionee shall agree to
                        remain in the employ of and to render to the Company or
                        Subsidiaries his or her services for a period of five
                        years from the date of the option, but such agreement

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                        shall not impose upon the Company or Subsidiaries any
                        obligation to retain the optionee in their employ for
                        any period.

            (b)         Number of Shares. Each option shall state the number of
                        shares to which it pertains.

            (c)         Option Price. Each option shall state the option price,
                        which shall be not less than 100% of the fair market
                        value of the shares of Stock of the Company on the date
                        of the granting of the option (110% in the case of an
                        over 10% shareholder; as to which see paragraph 3
                        above). The fair market value per share shall be deemed
                        to be the mean between the highest price and the lowest
                        price of which the Stock shall have been sold, regular
                        way, in the over-the-counter market or other applicable
                        market on the day the option is granted; or if no sale
                        of the Company's Stock shall have been made on any stock
                        exchange on that day, on the next preceding day on which
                        there was a sale of such Stock.

            (d)         Medium and Time of Payment. The option price shall be
                        payable in United States dollars upon the exercise of
                        the option and may be paid in cash or by check or
                        payment may be made with Stock of the Company.

            (e)         Term and Exercise of Options. Subject to other terms and
                        provisions herein contained, during the term of an
                        option the shares with respect to which that option may
                        be exercised shall become exercisable to the extent of
                        25% of the shares optioned on each of the four
                        anniversaries of the date of grant. Subject to the
                        foregoing, each option shall be exercisable in whole or
                        in part at any time and from time to time during its
                        term. Not less than one thousand (1,000) shares may be
                        purchased at any one time unless the number purchased is
                        the total number at the time purchasable under the
                        option. During the lifetime of the optionee, the option
                        shall be exercisable only by him or her and shall not be
                        assignable or transferable by him or her and no other
                        person shall acquire any rights therein. An option
                        granted under the Plan must be exercised by the earlier
                        of (a) five years from the date of the grant, or (b) the
                        applicable time limit specified in paragraphs (o) and
                        (g) of this Section 5. Any option not exercised within
                        the applicable aforementioned time period shall
                        automatically terminate at the expiration of such
                        period.

            (f)         Termination of Employment Except Death. If an optionee
                        shall cease to be employed by the Company or
                        Subsidiaries for any reason, other than his or her
                        death, and no longer shall be in the employ of any of
                        them, such optionee shall have the right to exercise the
                        option at any time within three months after such
                        termination of employment (one year if the optionee is
                        disabled within the meaning of Section 22(e)(3) of the
                        Code) to the extent his or her right to exercise such
                        option had not previously been exercised at the date of
                        such termination. Whether authorized leave of absence or

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                        absence for military or governmental service shall
                        constitute termination of employment, for the purposes
                        of the Plan, shall be determined by the Committee, which
                        determination, unless overruled by the Board of
                        Directors, shall be final and conclusive.

            (g)         Death of Optionee and Transfer of Option. If the
                        optionee shall die while in the employ of the Company or
                        a Subsidiary or within a period of three months after
                        the termination of his or her employment with the
                        Company and all Subsidiaries and shall not have fully
                        exercised the option, an option may be exercised,
                        subject to the condition that no option shall be
                        exercisable after the expiration of one year from the
                        date it is granted to the extent that the optionee's
                        right to exercise such option had accrued pursuant to
                        Article 5(3) of the Plan at the time of his or her death
                        and had not previously been exercised, at any time
                        within one year after the optionee's death, by the
                        executors or administrators of the optionee or by any
                        person or persons who shall have acquired the option
                        directly from the optionee by bequest or inheritance.

                        No option shall be transferable by the optionee
                        otherwise than by will or the laws of descent and
                        distribution.

            (h)         Recapitalization. Subject to any required action by the
                        stockholders, the number of shares of Stock covered by
                        each outstanding option and the price per share thereof
                        in each such option shall be proportionately adjusted
                        for any increase or decrease in the number of issued
                        shares of Stock of the Company resulting from a
                        subdivision or consolidation of shares or the payment of
                        a stock dividend (but only on the Stock) or any other
                        increase or decrease in the number of such shares
                        effected without receipt of consideration by the
                        Company.

                        Subject to any required action by the stockholders, if
                        the Company shall be the surviving company in any merger
                        or consolidation, each outstanding option shall pertain
                        to and apply to the securities to which a holder of the
                        number of shares of Stock subject to the option would
                        have been entitled. A dissolution or liquidation of the
                        Company or a merger or consolidation in which the
                        Company is not the surviving company shall cause each
                        outstanding option to terminate, provided that each
                        optionee shall, in such event, have the right
                        immediately prior to such dissolution or liquidation or
                        merger or consolidation in which the Company is not the
                        surviving company to exercise his or her option in whole
                        or in part.

                        Upon a change in the Stock of the Company as presently
                        constituted which is limited to a change of all its
                        authorized shares with par value into the same number of
                        shares with a different par value or without par value,
                        the shares resulting from any such change shall be
                        deemed to be the Stock within the meaning of the Plan.

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                        To the extent that the foregoing adjustments relate to
                        stock or securities of the Company, such adjustments
                        shall be made by the Committee, whose determination in
                        that respect shall be final, binding and conclusive,
                        provided that each option continues to qualify as an
                        incentive stock option within the meaning of Section 422
                        of the Code.

                        Except as hereinbefore expressly provided in this
                        Article 5(h), the optionee shall have no rights by
                        reason of any subdivisions or consolidation of shares of
                        stock of any class or the payment of any stock dividend
                        or any other increase or decrease in the number of
                        shares of stock of any class or by reason of any
                        dissolution, liquidation, merger or consolidation or
                        spin-off of assets or stock of another company, and any
                        issue by the Company of share of stock of any class, or
                        securities convertible into shares of stock of any
                        class, shall not affect, and no adjustment by reason
                        thereof shall be made with respect to, the number or
                        price of shares of Stock subject to the option.

                        The grant of an option pursuant to the Plan shall not
                        affect in any way the right or power of the Company to
                        make adjustments, reclassifications, reorganizations or
                        changes of its capital or business structure or to merge
                        or to consolidate or to dissolve, liquidate or sell, or
                        transfer all or any part of its business or assets.

            (i)         Rights as a Stockholder. An optionee or a transferee of
                        an option shall have no rights as a stockholder with
                        respect to any shares covered by his or her option until
                        the date of the issuance of a stock certificate to him
                        or her for such shares. No adjustment shall be made for
                        dividends (ordinary or extraordinary, whether in cash,
                        securities or other property) or distributions or other
                        rights for which the record date is prior to the date
                        such stock certificate is issued, except as provided in
                        Article 5(g) hereof.

            (j)         Modification, Extension and Renewal of Options. Subject
                        to the terms and conditions and within the limitations
                        of the Plan, the Board of Directors may modify, extend
                        or renew outstanding options granted under the Plan, or
                        accept the surrender of outstanding options (to the
                        extent not theretofore exercised) and Board of Directors
                        shall not, however, modify any outstanding options so as
                        to specify a lower price or accept the surrender of
                        outstanding options and authorize the granting of new
                        options in substitution therefor specifying a lower
                        price. Notwithstanding the foregoing, however, no
                        modification of an option shall, without the consent of
                        the optionee, alter or impair any rights or obligations
                        under any option theretofore granted under the Plan.

            (k)         Investment Purpose. Each option under the Plan shall be
                        granted on the condition that the purchases of Stock
                        thereunder shall be for investment purposes and not with

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                        a view to resale or distribution except that if the
                        Stock subject to such option or distribution is
                        registered under the Securities Act of 1933, as amended,
                        or if a resale of such stock without such registration
                        would otherwise be permissible, such condition shall be
                        inoperative if in the opinion of counsel for the Company
                        such condition is not required under the Securities Act
                        of 1933 or any other applicable law, regulation, or rule
                        of any governmental agency.

            (l)         Other Provisions. The option agreements authorized under
                        the Plan shall contain such other provisions, including,
                        without limitation, restrictions upon the exercise of
                        the option, as the Committee and the Board of Directors
                        of the Company shall deem advisable. Any such option
                        agreement shall contain such limitations and
                        restrictions upon the exercise of the option as shall be
                        necessary in order that such option will be an
                        "incentive stock option" as defined in Section 422 of
                        the Code or to conform to any change in the law.

6.          TERM OF THE PLAN

            Options may be granted to the Plan from time to time within a period
of five years from the date the Plan is adopted, or the date the Plan is
approved by the stockholders, whichever is earlier.

7.          INDEMNIFICATION OF COMMITTEE

            In addition to such other rights of indemnification as they may have
as directors or as members of the Committee, the members of the Committee shall
be indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding that such Committee member is liable for negligence or misconduct
in the performance of his or her duties; provided that within 60 days after
institution of any such action, suit or proceeding a Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend the same.

8.          AMENDMENT OF THE PLAN

            The Board of Directors of the Company may, insofar as permitted by
law, from time to time, with respect to any shares at the time not subject to
options, suspend or discontinue the Plan or revise or amend it in any respect
whatsoever except that, without approval of the stockholders no such revision or
amendment shall change the number of shares subject to the Plan, change the
designation of the class of employees eligible to

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receive options, decrease the price at which options may be granted, remove the
administration of the Plan from the Committee, or render any member of the
Committee eligible to receive an option under the Plan while serving thereon.
Furthermore, the Plan may not, without the approval of the stockholders, be
amended in any manner that will cause options issued under it to fail to meet
the requirements of incentive stock options as defined in Section 422 of the
Code, except as to those shares awarded under Article 11 of this Plan.

9.          APPLICATION OF FUNDS

            The proceeds received by the Company from the sale of Stock pursuant
to options will be used for general corporate purposes.

10.         NO OBLIGATION TO EXERCISE OPTION

            The granting of an option shall impose no obligation upon the
optionee to exercise such option.

11.         STOCK AWARDS

            The Committee may award to officers, directors and employees of the
Company shares of capital stock out of the 375,000 shares of Stock provided for
in Article 4 of the Plan for the purpose of additional compensation for
outstanding achievement and to encourage ownership of the Stock. These awards,
in the discretion of the Committee, may be made with or without payment therefor
by any officer, director or employee to whom such capital stock is made under
such terms and conditions as the Committee may in its sole discretion provide.
Such awards shall not constitute incentive stock options within the meaning of
Section 422 of the Code and shall not exceed 250,000 shares of Stock of the
375,000 shares of Stock provided for under Article 4 of the Plan. Of such
250,000 shares of Stock (a) 125,000 shares may be awarded without payment by any
officer, director, or employee to whom such capital stock is made under such
terms and conditions as the Committee in its sole discretion may provide and (b)
125,000 shares may be awarded with the restrictions that such shares shall not
be assignable nor may any other person acquire any rights therein and that the
officer, director or employee of the Company remain in the employment of the
Company for a period of not less than three years from the date of the award,
subject to such other terms and conditions as the Committee may in its sole
discretion may provide. Any shares not awarded under this Article 11 of the Plan
may be the subject of incentive stock options under the Plan.

12.         EFFECTIVE DATE

            Adoption of this Plan and shareholders' approval shall be effective
January 27, 2004.

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