SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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February 11, 2005

via U.S. mail

Mr. L. Decker Dawson
Chief Executive Officer
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701

      Re:	Dawson Geophysical Company
      	Form S-3 filed December 14, 2004, as amended
      File No. 333-121236

      Form 10-K for the year ended September 30, 2004
      Filed December 10, 2004
      File No. 0-10144

      Definitive Proxy Statement on Schedule 14A
      Filed December 10, 2004

Dear Mr. Dawson:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

General

1. We remind you of prior comment 3.  We may have additional
comments
once you supply omitted information and file missing exhibits,
including the opinion of counsel.

2. Please include updated financial statements in your next
amended
filing pursuant to Rule 3-12 of Regulation S-X.

Table of Contents, page ii

3. The last sentence remains inappropriate.  We would not object
if
the sentence ended after the word "accurate."

Selected Financial Data, page 11

4. In the statement beginning with "Additional selected financial
data", please change "fiscal years preceding September 30, 2004"
to
fiscal years preceding September 30, 2002.

Liquidity and Capital Resources, page 16

5. We noted that you have included an introductory paragraph to
the
Liquidity and Capital Resources section in response to our prior
comment #13. However, we noted no changes to the discussion on
cash
flows which appeared general and does not specifically address the
changes in operating and investing activities. For example, in
your
discussion, you explained that net cash provided by operating
activities primarily reflects results of operations offset by
changes
in working capital components but did not provide any specific
reasons for changes in working capital components. Please expand
your
discussion to provide an explanation for each material change in
your
working capital accounts.

Electronic Distribution, page 30

6. Notwithstanding your response to prior comment 18, we reissue
the
comment.  If you intend to retain limiting language in that
regard,
it must be consistent, clear and appropriate.

Form 10-K for the year ended September 30, 2004

Exhibits, Financial Statement Schedules and Reports on Form 8-K,
page
12

7. We have reviewed Annex B the schedule of valuation and
qualifying
accounts included as response to our prior comment #23. Please
supplementally explain to us what the amounts included in the
"Deductions" column represent and consider including the
explanation
as a footnote to the schedule.

Closing Comments

      Please amend your registration statement and those documents
incorporated by reference in response to these comments.  You may
wish to provide us with a marked copy of the amendment to expedite
our review.  Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      No other review of the registration statement has been made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included.  You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.

      Please direct questions regarding accounting issues and
related
disclosures to Yong Choi at (202) 942-5682 or, in his absence, to
Jennifer Gallagher, at (202) 942-1923.  Direct questions relating
to
all other disclosure issues to Jason Wynn, at (202) 824-5665 or,
in
his absence, to Timothy Levenberg, Special Counsel, at (202) 942-
1896.   Direct all correspondence to the following ZIP code:
20549-
0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc:	Y. Choi
	J. Gallagher
      J. Wynn
      T. Levenberg

      via facsimile

	Neel Lemon
      Sarah Rechter
      Baker Botts LLP
            (214) 953-6503

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Dawson Geophysical Company
February 11, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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