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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


        [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTER ENDED JUNE 30, 2004 COMMISSION FILE NO. 2-71058




                           DAWSON GEOPHYSICAL COMPANY
                           --------------------------



       INCORPORATED IN THE STATE OF TEXAS                       75-0970548
                                                            ------------------
                                                            (I.R.S. EMPLOYER
                                                            IDENTIFICATION NO.)


                 508 WEST WALL, SUITE 800, MIDLAND, TEXAS 79701
                 ----------------------------------------------
                          (PRINCIPAL EXECUTIVE OFFICE)



                         TELEPHONE NUMBER: 432-684-3000



     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the 12 preceding months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X        No
   -----        -----

     Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes           No  X
   -----        -----

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


                CLASS                               Outstanding at June 30, 2004
                -----                               ----------------------------

     COMMON STOCK, $.33 1/3 PAR VALUE                      5,597,544 SHARES


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DAWSON GEOPHYSICAL COMPANY -------------------------- INDEX ----- Page No. -------- Part I. Financial Information: Item 1. Financial Statements Statements of Operations -- Three Months and Nine Months Ended June 30, 2004 and 2003 ........................................ 3 Balance Sheets -- June 30, 2004 and September 30, 2003 ..................... 4 Statements of Cash Flows -- Nine Months Ended June 30, 2004 and 2003 ................. 5 Notes to Financial Statements .................................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............................................... 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk ........................................ 12 Item 4. Controls and Procedures ........................................ 12 Part II. Other Information .............................................. 13 -2-

DAWSON GEOPHYSICAL COMPANY STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Nine Months Ended June 30, ------------------------------ ------------------------------ 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Operating revenues $ 17,112,000 $ 11,291,000 $ 47,790,000 $ 36,897,000 Operating costs: Operating expenses 13,504,000 11,046,000 38,457,000 33,762,000 General and administrative 648,000 580,000 1,867,000 1,775,000 Depreciation 1,156,000 1,148,000 3,381,000 3,271,000 ------------ ------------ ------------ ------------ 15,308,000 12,774,000 43,705,000 38,808,000 Income (loss) from operations 1,804,000 (1,483,000) 4,085,000 (1,911,000) Other income: Interest income 58,000 73,000 175,000 256,000 Gain (loss) on disposal of assets (1,000) -- (4,000) 21,000 Gain (loss) on sale of short-term investments (15,000) -- (15,000) 52,000 Other 143,000 3,000 253,000 126,000 ------------ ------------ ------------ ------------ Income (loss) before income tax 1,989,000 (1,407,000) 4,494,000 (1,456,000) Income tax (expense) benefit: Current -- -- -- -- Deferred -- -- -- -- ------------ ------------ ------------ ------------ Net income (loss) $ 1,989,000 $ (1,407,000) $ 4,494,000 $ (1,456,000) ============ ============ ============ ============ Net income (loss) per common share $ 0.36 $ (0.26) $ 0.81 $ (0.27) ============ ============ ============ ============ Net income (loss) per common share-assuming dilution $ 0.35 $ (0.26) $ 0.80 $ (0.27) ============ ============ ============ ============ Weighted average equivalent common shares outstanding 5,584,442 5,487,794 5,535,741 5,483,514 ============ ============ ============ ============ Weighted average equivalent common shares outstanding-assuming dilution 5,681,372 5,487,794 5,601,703 5,483,514 ============ ============ ============ ============ SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS. 3

DAWSON GEOPHYSICAL COMPANY BALANCE SHEETS June 30, September 30, 2004 2003 ------------ ------------ (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,153,000 $ 3,389,000 Short-term investments 4,155,000 8,623,000 Accounts receivable, net of allowance for doubtful accounts of $127,000 in each period 16,769,000 9,713,000 Prepaid expenses 503,000 287,000 ------------ ------------ Total current assets 24,580,000 22,012,000 PROPERTY, PLANT AND EQUIPMENT 88,867,000 81,585,000 Less accumulated depreciation (63,033,000) (60,805,000) ------------ ------------ Net property, plant and equipment 25,834,000 20,780,000 ------------ ------------ $ 50,414,000 $ 42,792,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,077,000 $ 1,237,000 Accrued liabilities: Payroll costs and other taxes 941,000 478,000 Other 621,000 415,000 ------------ ------------ Total current liabilities 4,639,000 2,130,000 ------------ ------------ STOCKHOLDERS' EQUITY: Preferred stock-par value $1.00 per share; 5,000,000 shares authorized, none outstanding -- -- Common stock-par value $.33 1/3 per share; 10,000,000 shares authorized, 5,597,544 and 5,487,794 shares issued and outstanding in each period 1,866,000 1,829,000 Additional paid-in capital 39,661,000 38,931,000 Other comprehensive income, net of tax (111,000) 37,000 Retained earnings (deficit) 4,359,000 (135,000) ------------ ------------ Total stockholders' equity 45,775,000 40,662,000 ------------ ------------ $ 50,414,000 $ 42,792,000 ============ ============ SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS. 4

DAWSON GEOPHYSICAL COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, ------------------------------ 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 4,494,000 $ (1,456,000) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation 3,381,000 3,271,000 Loss on disposal of assets 4,000 (21,000) Loss on sale of short-term investments 15,000 (52,000) Non-cash compensation 92,000 75,000 Other (64,000) 34,000 Change in current assets and liabilities: Increase in accounts receivable (7,056,000) 256,000 Increase in prepaid expenses (216,000) (161,000) Decrease in income taxes receivable 400,000 Increase in accounts payable 1,840,000 1,094,000 Increase in accrued liabilities 669,000 234,000 ------------ ------------ Net cash provided (used) by operating activities 3,159,000 3,674,000 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of assets 35,000 25,000 Capital expenditures (8,475,000) (6,039,000) Proceeds from sale of short-term investments 2,973,000 5,964,000 Proceeds from maturity of short-term investments 7,550,000 4,000,000 Acquisition of short-term investments (6,245,000) (3,002,000) ------------ ------------ Net cash provided by (used in) investing activities (4,162,000) 948,000 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 767,000 -- Net increase (decrease) in cash and cash equivalents (236,000) 4,622,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,389,000 1,309,000 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,153,000 $ 5,931,000 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for income taxes $ 14,000 $ -- ============ ============ NON CASH INVESTING ACTIVITIES: Unrealized gain (loss) on investments $ (148,000) $ 169,000 ============ ============ SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS. 5

DAWSON GEOPHYSICAL COMPANY -------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION, OPINION OF MANAGEMENT Although the information furnished is unaudited, in the opinion of management of the Registrant, the accompanying financial statements reflect all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the financial condition and results of operations necessary for the periods presented. The results of operations for the three months and the nine months ended June 30, 2004, are not necessarily indicative of the results to be expected for the fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in this Form 10-Q report pursuant to certain rules and regulations of the Securities and Exchange Commission. These financial statements should be read with the financial statements and notes included in the Company's 2003 Form 10-K. CRITICAL ACCOUNTING POLICIES The following accounting policies require management assumptions and estimates which could result in materially different amounts to be reported if conditions or underlying circumstances were to change. Revenue Recognition - ------------------- The Company recognizes revenues when services are performed. The Company also receives reimbursements for certain out-of-pocket expenses under the terms of its master contracts. Amounts billed to clients are recorded in revenue at the gross amount including out-of-pocket expenses which will be reimbursed by the client. Allowance for Doubtful Accounts - ------------------------------- Management prepares its allowance for doubtful accounts receivable based on its past experience of historical write-offs and review of past due accounts. The inherent volatility of the energy industry's business cycle can cause swift and unpredictable changes in the financial stability of the Company's customers. Impairment of Long-lived Assets - ------------------------------- Long-lived assets are reviewed for impairment when triggering events occur suggesting a deterioration in the asset's recoverability or fair value. Recognition of an impairment is required if future expected net cash flows are insufficient to recover the carrying value of the amounts. Management's forecast of future cash flow used to perform impairment analysis includes estimates of future revenues and future gross margins. If the Company is unable to achieve these cash flows, management's estimates would be revised potentially resulting in an impairment charge in the period of revision. 6

Depreciable Lives of Property, Plant and Equipment - -------------------------------------------------- Property, Plant and Equipment is capitalized at historical cost and depreciated over the useful life of the asset. Management's estimation of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. As circumstances change and new information becomes available these estimates could change. Stock-Based Compensation - ------------------------ In accordance with the Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", no compensation is recorded for stock options or other stock-based awards that are granted to employees or non-employee directors with an exercise price equal to or above the common stock price on the grant date. There were stock-based awards granted in the second quarter to the outside directors and to certain employees. The Company accounts for stock-based compensation utilizing the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations. The following pro forma information, as required by Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by Statement of Financial Accounting Standards No. 148 ("SFAS 148"), presents net income and earnings per share information as if the stock options issued since February 2, 1999 were accounted for using the fair value method. The fair value of stock options issued for each year was estimated at the date of grant using the Black-Scholes option pricing model. The SFAS 123 pro forma information for the three months and the nine months ended June 30, 2004 and 2003 is as follows: Three Months Ended June 30 Nine Months Ended June 30 ----------------------------- ----------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Net income (loss), as reported $ 1,989,000 $ (1,407,000) $ 4,494,000 $ (1,456,000) Add: Stock-based employee compensation expense included in net income (loss), net of tax -- -- 73,000 75,000 Deduct: Stock-based employee compensation expense determined under fair value based method (SFAS 123), net of tax (79,000) (76,000) (310,000) (358,000) ------------ ------------ ------------ ------------ Net income (loss), pro forma $ 1,910,000 $(41,483,000) $ 4,257,000 $ (1,739,000) ============ ============ ============ ============ Basic: Net income (loss) per common share, as reported $ 0.36 $ (0.26) $ 0.81 $ (0.27) ============ ============ ============ ============ Net income (loss) per common share, pro forma $ 0.34 $ (0.27) $ 0.77 $ (0.32) ============ ============ ============ ============ Diluted: Net income (loss) per common share, as reported $ 0.35 $ (0.26) $ 0.80 $ (0.27) ============ ============ ============ ============ Net income (loss) per common share, pro forma $ 0.34 $ (0.27) $ 0.76 $ (0.32) ============ ============ ============ ============ 7

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB) has announced it will require all public companies to expense the fair value of employee stock awards. The final requirements will be effective for fiscal years beginning after December 31, 2004. The impact to the Company's financial statements will be in the form of additional compensation expense upon the award of any stock options. The amount of the compensation expense recognized by the Company is dependent on the value of the Company's common stock and the number of options awarded. 2. NET INCOME PER COMMON SHARE The Company accounts for earnings per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("Statement 128"). Statement 128 replaced the calculation of primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented to conform to the Statement 128 requirements. The following table sets forth the computation of basic and diluted net income (loss) per common share: Three Months Ended June 30 Nine Months Ended June 30 ----------------------------- ----------------------------- 2004 2003 2004 2003 ------------ ------------ ------------ ------------ NUMERATOR: Net income and numerator for basic and diluted net income per common share-income available to common stockholders $ 1,989,000 $ (1,407,000) $ 4,494,000 $ (1,456,000) ------------ ------------ ------------ ------------ DENOMINATOR: Denominator for basic net income (loss) per common share-weighted average common shares 5,584,442 5,487,794 5,535,741 5,483,514 Effect of dilutive securities-employee stock options 96,930 -- 65,962 -- ------------ ------------ ------------ ------------ Denominator for diluted net income per common share-adjusted weighted average common shares and assumed conversions 5,681,372 5,487,794 5,601,703 5,483,514 Net income (loss) per common share $ .36 $ (.26) $ .81 $ (.27) ============ ============ ============ ============ Net income (loss) per common share- assuming dilution $ .35 $ (.26) $ .80 $ (.27) ============ ============ ============ ============ Employee stock options to purchase shares of common stock were outstanding during fiscal year 2004 and 2003 but were not included in the computation of diluted net income (loss) per share because either (i) the employee stock options' exercise price was greater than the average market price of the common stock of the Company, or (ii) the Company had a net loss from continuing operations and, therefore, the effect would be antidilutive. 8

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Company's financial statements. In addition, in reviewing the Company's financial statements it should be noted that the Company's revenues fluctuate in response to activity levels in the oil and gas exploration and production sector and additionally fluctuations in the Company's results of operations may occur due to commodity prices, weather, land use permitting and other factors. FORWARD LOOKING STATEMENTS All statements other than statements of historical fact included in this report, including without limitation, statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and plans and objectives of management of the Company for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, words such as "anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to dependence upon energy industry spending, weather problems, inability to obtain land use permits, the volatility of oil and gas prices, and the availability of capital resources. Such statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. The Company assumes no obligation to update any such forward-looking statements. OVERVIEW The Company's continued improved performance was due to increased petroleum industry demand for the Company's high resolution 3-D seismic surveys, its expanded operations, modest price increases along with increased payments for lost time due to weather. The Company has been and is currently involved in the application of high resolution techniques over previously surveyed areas. The Company's order book exceeds six months of operations. The stability in the order book is the result of improving market conditions, the Company's reputation throughout the industry as a quality provider of leading edge technology, technical expertise and experience in the field of geophysics, and an industry model Health, Safety and Environmental program. Six data acquisition crews have operated continuously throughout the fiscal year with a seventh crew placed into operations late in the second quarter. Seven crews worked during the Company's third quarter with an eighth crew being placed into service on July 12, 2004. The Company's data channels and supporting equipment are fully deployed. The Company has responded to opportunities to increase its data channel count through the open market at favorable prices. By responding to these opportunities, the Company's capital expenditures increased in fiscal 2003, and the fiscal 2004 number reflects the same strategy to satisfy client demand for increased channel count. The Company has increased its data channel capacity more than 50 percent in the last five years. In addition the fiscal 2004 capital expenditures include deployment of two recording crews, energy sources, and vehicles. Capital expenditures in fiscal 2003 and 2004 have been funded with operating cash flow and existing cash reserves. 9

Even though demand for the Company's services is related to crude oil and natural gas prices, production results are enhanced by favorable weather and timely permits for rights-of-way. RESULTS OF OPERATIONS The Company's operating revenues for the first nine months of fiscal 2004 increased 29.5% from $36,897,000 to $47,790,000. For the three months ended June 30, 2004, operating revenues totaled $17,112,000 versus $11,291,000 for the same period of fiscal 2003, a 51.6% increase. Revenues have been positively impacted in the first nine months of fiscal 2004 by stable pricing with modest improvement and the continuous operations of its crews. Operating expenses for the nine months ended June 30, 2004 totaled $38,457,000 versus $33,762,000 for the same period of fiscal 2003, an increase of 13.9%. For the quarter ended June 30, 2004, operating expenses totaled $13,504,000 versus $11,046,000. In fiscal 2003 the Company began with five crews in operation and expanded to six in November 2002. In fiscal 2004 the Company began with six crews and expanded to seven in March 2004. The Company has eight crews operating beginning July 12, 2004. The increase in operating expenses consists primarily of costs associated with the increase in personnel necessary for its crews. General and administrative expenses for the nine months ended June 30, 2004 totaled $1,867,000, an increase of $92,000 from the same period of fiscal 2003. For the quarter ended June 30, 2004 general and administrative expenses totaled $648,000 an increase of $68,000 compared to the same quarter of fiscal 2003. General and administrative expenses represent approximately 4% of revenues. The dollar increase is due to Sarbanes Oxley compliance and to increased personnel for seven crews. Depreciation for the nine months ended June 30, 2004 totaled $3,381,000 as compared to $3,271,000 for the nine months ended June 30, 2003. There was virtually no change in depreciation for the quarter ended June 30, 2004 as compared to the same period of the prior year. Assets purchased during the years with relatively large capital expenditures before the restricted budgets beginning in fiscal 1999 are becoming fully depreciated. Conversely, capital expenditures purchased in fiscal 2003 and in fiscal 2004 reflect the strategy to satisfy client demand for increased channel count by responding to opportunities in the open market at favorable prices. Total operating costs for the first nine months of fiscal 2004 were $43,705,000, an increase of 12.6%, from the same period of fiscal 2003 due to the factors described above. For the quarter ended June 30, 2004, total operating costs of $15,308,000 represent a 19.8% increase as compared to the same period of the prior fiscal year. There is a high proportion of relatively fixed total operating costs (including personnel costs of active crews and depreciation costs) inherent in the Company's business. Margins are improved in fiscal 2004 due to the demand for the Company's services resulting in improved pricing and improved productivity. For the first nine months of 2004, no income tax expense was recorded due to the anticipated utilization of net operating loss carryforward and the uncertainty of future profitability due to the cyclical nature of the business. LIQUIDITY AND CAPITAL RESOURCES CASH FLOWS Net cash provided by operating activities of $3,159,000 for the nine months ended June 30, 2004 primarily reflects net income and changes in components of working capital. The increase in accounts receivable of $7,056,000 for the first nine months of fiscal 2004 is a direct result of the increase in revenues. The Company considers its accounts receivable, net of the allowance for doubtful accounts, collectible. 10

Net cash used in investing activities in the first nine months of fiscal 2004 represents management of short-term investments and use of proceeds for capital expenditures and working capital. The exercise of stock options which occurred during fiscal 2004 were made by officers of the Company and other employees granted options in 1999 and 2001 from an incentive stock option plan. CAPITAL EXPENDITURES The Company continually strives to supply market demand with technologically advanced 3-D data acquisition recording systems and leading edge data processing capabilities. The Company maintains equipment in and out of service in anticipation of increased future demand of the Company's services. In addition, the Company continues to monitor the development of the three-component seismic approach. The Company believes that it is in position to respond to demand for this technological advancement of the seismic industry. CAPITAL RESOURCES The Company believes that its capital resources, including its short-term investments and cash flow from operations are adequate to meet its current operational needs and finance capital needs as determined by market demand and technological developments. The Company is currently not subject to any financing arrangements; however, it believes that financing through traditional sources is available, if necessary. CRITICAL ACCOUNTING POLICIES The following accounting policies require management assumptions and estimates which could result in materially different amounts to be reported if conditions or underlying circumstances were to change. Revenue Recognition - ------------------- The Company recognizes revenues when services are performed. The Company also receives reimbursements for certain out-of-pocket expenses under the terms of its master contracts. Amounts billed to clients are recorded in revenue at the gross amount including out-of-pocket expenses which will be reimbursed by the client. Allowance for Doubtful Accounts - ------------------------------- Management prepares its allowance for doubtful accounts receivable based on its past experience of historical write-offs and review of past due accounts. The inherent volatility of the energy industry's business cycle can cause swift and unpredictable changes in the financial stability of the Company's customers. Impairment of Long-lived Assets - ------------------------------- Long-lived assets are reviewed for impairment when triggering events occur suggesting a deterioration in the asset's recoverability or fair value. Recognition of an impairment is required if future expected net cash flows are insufficient to recover the carrying value of the amounts. Management's forecast of future cash flow used to perform impairment analysis includes estimates of future revenues and future gross margins. If the Company is unable to achieve these cash flows, management's estimates would be revised potentially resulting in an impairment charge in the period of revision. 11

Depreciable Lives of Property, Plant and Equipment - -------------------------------------------------- Property, Plant and Equipment is capitalized at historical cost and depreciated over the useful life of the asset. Management's estimation of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. As circumstances change and new information becomes available these estimates could change. Stock-Based Compensation - ------------------------ In accordance with the Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, no compensation is recorded for stock options or other stock-based awards that are granted to employees or non-employee directors with an exercise price equal to or above the common stock price on the grant date. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB) has announced it will require all public companies to expense the fair value of employee stock awards. The final requirements will be effective for fiscal years beginning after December 31, 2004. The impact to the Company's financial statements will be in the form of additional compensation expense upon the award of any stock options. The amount of the compensation expense recognized by the Company is dependent on the value of the Company's common stock and the number of options awarded. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The primary sources of market risk include fluctuations in commodity prices which effect demand for and pricing of the Company's services and interest rate fluctuations. At June 30, 2004 the Company had no indebtedness. The Company's short-term investments were fixed-rate and the Company does not necessarily intend to hold them to maturity, and therefore, the short-term investments expose the Company to the risk of earnings or cash flow loss due to changes in market interest rates. As of June 30, 2004, the carrying value of the investments approximate fair value. The Company has not entered into any hedge arrangements, commodity swap agreements, commodity futures, options or other derivative financial instruments. The Company does not currently conduct business internationally so it is generally not subject to foreign currency exchange rate risk. Item 4. CONTROLS AND PROCEDURES Within the 90 day period prior to the filing date of this Quarterly Report on Form 10-Q, the Company, under the supervision, and with the participation, of its management, including its principal executive officer and principal financial officer, performed an evaluation of the design and operation of the Company's disclosure controls and procedures (as defined in Securities and Exchange Act Rule 13a-14(c)). Based on that evaluation, the Company's principal executive officer and principal financial officer concluded that such disclosure controls and procedures are effective to ensure that material information relating to the Company is accumulated and communicated to the Company's management and made known to the principal executive officer and principal financial officer, particularly during the period for which this periodic report was being prepared. No significant changes were made in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date the controls were evaluated as discussed above. 12

Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K During the quarter ended June 30, 2004: A Form 8-K was filed by the Company on June 6, 2004 to announce the Company's intention to field an additional seismic data acquisition crew. A Form 8-K was filed by the Company on May 25, 2004 to file the Dawson Geophysical Company Code of Business Conduct and Ethics. A Form 8-K was filed by the Company on April 29, 2004 to announce operating results for the second quarter ended March 31, 2004. 13

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DAWSON GEOPHYSICAL COMPANY -------------------------- (REGISTRANT) By: /s/ L. Decker Dawson ---------------------- L. Decker Dawson Chairman of the Board of Directors and Chief Executive Officer /s/ Christina W. Hagan --------------------------- Christina W. Hagan Executive Vice President, Treasurer, Secretary and Chief Financial Officer DATE: July 27, 2004 ------------- 14

                                                                    EXHIBIT 31.1
                                                                    ------------
                                  CERTIFICATION

I, L. Decker Dawson, certify that:

1.   I have reviewed this periodic report on Form 10-Q of Dawson Geophysical
     Company;

2.   Based on my knowledge, this periodic report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this periodic report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this periodic report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     periodic report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this periodic report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         periodic report (the "Evaluation Date"); and

     c)  presented in this periodic report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officer and I have indicated in this
     periodic report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: August 5, 2004                        Signature: /s/ L. Decker Dawson
                                                        --------------------
                                                        L. Decker Dawson
                                                        Chairman of the Board
                                                        Chief Executive Officer

                                                                    EXHIBIT 31.2
                                                                    ------------
                                  CERTIFICATION

I, Christina W. Hagan, certify that:

1.   I have reviewed this periodic report on Form 10-Q of Dawson Geophysical
     Company;

2.   Based on my knowledge, this periodic report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this periodic report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this periodic report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     periodic report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this periodic report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         periodic report (the "Evaluation Date"); and

     c)  presented in this periodic report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officer and I have indicated in this
     periodic report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: August 5, 2004                      Signature: /s/ Christina W. Hagan
                                                      ------------------------
                                                      Christina W. Hagan
                                                      Executive Vice President,
                                                      Treasurer, Secretary and
                                                      Chief Financial Officer

                                                                    EXHIBIT 32.1
                                                                    ------------




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the periodic report of Dawson Geophysical Company (the
"Company") Form 10-Q for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, L.
Decker Dawson, Chairman and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13 (a) or
          15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d);
          and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



Dated: August 5, 2004                      /s/ L. Decker Dawson
                                           -------------------------------------
                                           Chairman and Chief Executive Officer

                                                                    EXHIBIT 32.2
                                                                    ------------




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the periodic report of Dawson Geophysical Company (the
"Company") Form 10-Q for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Christina W. Hagan, Executive Vice President, Secretary and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13 (a) or
          15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d);
          and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



Dated: August 5, 2004             /s/ Christina W. Hagan
                                  ----------------------------------------------
                                  Executive Vice President, Treasurer, Secretary
                                  and Chief Financial Officer