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    2001 Ross Avenue

    Suite 900

    Dallas, Texas

    75201-2980

    TEL +1 214.953.6500

    FAX +1 214.953.6503

    BakerBotts.com

    AUSTIN

    BRUSSELS

    DALLAS

    DUBAI

    HOUSTON

    london

    NEW YORK

    PALO ALTO

    RIYADH

    SAN FRANCISCO

    Singapore

    WASHINGTON

August 7, 2023

Via EDGAR and FedEx

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

  Attention:
  Daniel Morris, Legal Branch Chief

  Cheryl Brown, Staff Attorney

  Re:
  Dawson Geophysical Company

  Preliminary Proxy Statement on Schedule
14A

  Filed June 29, 2023

  File No. 001-32472

Dear Mr. Morris:

Dawson Geophysical Company,
a Texas corporation (the “Company”), has today electronically filed under the Securities Exchange Act of 1933, as amended,
the revised Preliminary Proxy Statement on Schedule 14A (the “Revised Preliminary Proxy Statement”) to its Preliminary Proxy
Statement on Schedule 14A, originally filed on June 29, 2023 (the “Preliminary Proxy Statement”). Set forth below are
the Company’s responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) by e-mail on July 26, 2023 relating to the
above-referenced filing of the Company. Enclosed with this letter, please also find a copy of the Revised Preliminary Proxy Statement
on Schedule 14A, marked to show changes from the Preliminary Proxy Statement on Schedule 14A as filed on June 29, 2023.

For your convenience, we have
repeated each comment of the Staff in bold and italics exactly as given in the comment letter and set forth below such comment is our
response. The headings and numbered paragraphs below correspond to the headings and numbered paragraphs of the Staff comment letter.

  - 2 - August 7, 2023

Preliminary Proxy Statement on Schedule 14A
Filed June 29, 2023

Background of the Acquisition, page 16

 1. Please revise your Background of the Acquisition to ensure that you describe all discussions,
meetings, contacts and reports among the parties, the special committee, and any legal and/or financial advisors regarding the current
transaction. For example, expand this section to describe in greater detail your negotiations in early 2022 as well as any negotiations
which occurred before that timeframe. In this regard, we note the merger agreement by and among Dawson, Wilks Brothers, LLC and WB Acquisitions
Inc. in October 2021 and that stockholders did not vote to approve the transaction in March 2022. Please revise the Background
of the Acquisition to clarify when the negotiations of the current transaction began relative to the merger agreement negotiations in
2021 and the stockholder vote in 2022, including whether the current transaction was discussed as an alternative during the merger agreement
negotiations. In addition, if other alternative transactions were considered during your negotiations of the current transaction, please
disclose.

The Company acknowledges the Staff’s
comment and has updated the Background of the Acquisition section in the Revised Preliminary Proxy Statement accordingly. In particular,
the Company has included discussion of negotiations that occurred prior to early 2022 and the closing of the tender offer by Wilks for
common stock of the Company, which was closed in January of 2022 (the “Tender Offer”). The terms of the Tender Offer
were agreed to pursuant to the Agreement and Plan of Merger, dated as of October 25, 2021 (as amended from time to time, the “Merger
Agreement”), by and among the Company, Wilks Brothers, LLC, a Texas limited liability company (“Wilks”), and WB Acquisitions
Inc., a Delaware corporation and a wholly-owned subsidiary of Wilks (“Merger Sub”), and the Tender Offer resulted in shareholders
of the Company tendering (and Wilks accepting and purchasing) 15,547,010 shares of the Company’s common stock, resulting in aggregate
ownership by Wilks of 74.46% of the Company’s issued and outstanding common stock.

Further pursuant to the Merger Agreement,
the Company and Wilks were contractually obligated to call a special meeting of shareholders of the Company and seek approval of at least
80% of the common stock of the Company (as required by the Certificate of Incorporation of the Company) to approve the merger of the Company
with and into Merger Sub (the “Proposed Merger”), such that the Company would no longer be publicly listed on the NASDAQ and
subject to reporting requirements under the Securities Exchange Act of 1934, as amended. The Proposed Merger was not approved by the requisite
80% of the Company’s common stock at the special shareholders meeting in March of 2022, and the Company has operated as a “controlled
company” of Wilks as defined pursuant to Rule 5615-4(c)(1) of the listing standards of the NASDAQ.

As discussed in the Background of the
Acquisition, the Company (and the Special Committee) examined the current transaction with Breckenridge on its own merits considering
the competitive landscape of the seismic services industry, expected equipment and personnel needs in the foreseeable future and the value
of the assets being purchased. As part of this analysis, the Company considered potential alternative sources of similar equipment and
related assets and determined the current transaction with Breckenridge affords the Company the best available cost synergies and is in
the best interests of the Company’s shareholders.

  - 3 - August 7, 2023

General

 2. We note that if the Conversion Proposal is not approved, you would not be able to issue the Conversion
Shares to Wilks, and the outstanding principal amount of the Convertible Note would become due and payable in cash on June 30, 2024.
Please expand your discussion to describe the significance of these potential payment obligations. Specifically, please address
the size of the payment that would be due relative to your current financial condition and the consequences to stockholders if you are
unable to meet the payment obligations under the promissory note.

The Company acknowledges the Staff’s
comment and has updated the Revised Preliminary Proxy Statement accordingly in the Consequences of Failing to Approve this Proposal section
of Proposal 1. In particular, the Company notes that the Conversion Proposal requires the affirmative vote of approximately 12,500,283
shares of the Company’s common stock, and Wilks holds approximately 18,847,330 shares of the Company’s common stock. Pursuant
to that certain Voting Agreement, dated as of March 24, 2023, by and between the Company and Wilks (the “Voting Agreement”),
Wilks is contractually obligated to vote 17,641,596 of its shares of the Company’s common stock beneficially owned by Wilks in favor
of the Conversion Proposal or any similar proposals at a duly called shareholder meeting. Therefore, the Company expects the Conversion
Proposal to be approved at the special meeting and does not expect the outstanding principal amount of the Convertible Note to become
due and payable in cash on June 30, 2024.

While the Company currently has access
to cash and cash resources sufficient to make the potential payment obligation of approximately $9,880,000.50, if the Convertible Note
were to become payable in cash on June 30, 2024, both the Company and Wilks do not expect or desire for such amount to become payable
in cash, as Wilks is obligated to approve the Conversion Proposal as soon as a shareholder meeting is duly called to approve the same,
which will result in the issuance of the Conversion Shares and full satisfaction of the obligations of Dawson under the Convertible Note.

In response to the closing
comments of the Staff’s comment letter, the Company has advised us, and has authorized us to hereby acknowledge on its behalf, in
connection with its response to the Staff’s comments, 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

  - 4 - August 7, 2023

● the Company may not assert Staff
comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

If you have any questions
with respect to the foregoing responses or require further information, please contact the undersigned at (214) 953-6637.

  Very truly yours,

  /s/ Grant Everett

  Grant Everett

cc:
Stephen
Jumper

Dawson Geophysical Company