SEC Form 4 

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person^*
FARES ISSAM M

(Last) | (First) | (Middle)
PIETERMAAI 15
CURACAO, NETHERLANDS ANTILLES

(Street) 

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
DAWSON GEOPHYSICAL CO [ DWSN ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
| Director | X | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | Code | V | Amount | (A) or (D) | Price | | |
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 2,000 | D | $22.62 | 1,034,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.55 | 1,033,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.51 | 1,033,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.5 | 1,032,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.39 | 1,032,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.4 | 1,031,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.32 | 1,031,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.2 | 1,030,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 500 | D | $22.11 | 1,030,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 5,000 | D | $22 | 1,025,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/14/2004 | | S | | 1,000 | D | $22.05 | 1,024,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 10,500 | D | $22 | 1,013,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 1,000 | D | $22.09 | 1,012,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 1,000 | D | $22.02 | 1,011,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 3,000 | D | $22.03 | 1,008,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 5,000 | D | $22.5 | 1,003,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 3,000 | D | $22.31 | 1,000,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 2,000 | D | $22.27 | 998,500 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 2,500 | D | $22.25 | 996,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 2,000 | D | $22.1 | 994,000 | I | By Pebbleton Corporation N.V.
Common Stock, par value $.33 1/3 | 07/15/2004 | | S | | 4,000 | D | $22.2 | 990,000 | I | By Pebbleton Corporation N.V.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Explanation of Responses:
Remarks:
Exhibit List Exhibit 24
| Issam M. Fares By: /s/ Richard E. Blohm, Jr., Attorney in Fact | 07/16/2004
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                     EXHIBIT 24

                               POWER OF ATTORNEY

     The undersigned does hereby make, constitute and appoint William H. White,
Nijad I. Fares and Richard E. Blohm, Jr., and each of them severally, the
undersigned's true and lawful attorney or attorneys (hereinafter referred to
individually as "Attorney" or collectively as "Attorneys") with power to act for
the undersigned and in the undersigned's name, place and stead, with or without
the other and with full power of substitution and resubstitution, for the sole
purpose of executing, making, declaring, certifying and filing on behalf of the
undersigned with the Securities and Exchange Commission, and other appropriate
governmental or private entities, any and all statement, reports, and other
information required to be filed by the undersigned under the Securities
Exchange Act of 1934, as amended, or other state or federal statutes, by virtue
of or relating to the undersigned's beneficial ownership of voting securities of
Dawson Geophysical Company (the "Company's"), including without limitation any
Schedule 13d, and  all amendments to any such schedule, any Joint Filing
Agreement and any and all amendments thereto, and all other documents and
information incidental or related thereto required to be executed, made or filed
by the undersigned, in the form and manner in which such Attorneys or any of
them deem necessary, appropriate, convenient or desirable to be done pursuant to
and in accordance with the authorization contained in the Power of Attorney, as
fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of the Attorneys
and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
November 24, 1998.

                                             ISSAM M. FARES
                                             ----------------------------------
                                             Issam M. Fares

                                             Pebbleton Corporation, N.V.

                                             By: /s/ ISSAM M. FARES
                                                 ------------------------------
                                                 Issam M. Fares
                                                 Managing Director