8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 29, 2008

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

TEXAS	0-10144	75-0970548
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

508 W. WALL, SUITE 800
MIDLAND, TEXAS	79701
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (432) 684-3000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Description of Profit Sharing Plan

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 23, 2008, the Board of Directors of Dawson Geophysical Company (the “Company”), preliminarily set the fiscal 2009 allocation for the Company’s Profit Sharing Plan at 5% of the Company’s pre-tax income and amended the Profit Sharing Plan to reflect changes in its administration.

     A description of the Profit Sharing Plan is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit
Number	Description
10.1	Description of Profit Sharing Plan.

SIGNATURES

     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 hereunto duly authorized.

	DAWSON GEOPHYSICAL COMPANY
Date: September 29, 2008	By:	/s/ Christina W. Hagan
		Christina W. Hagan
		Executive Vice President, Secretary and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
Number	Description
10.1	Description of Profit Sharing Plan.

EX-10.1

Exhibit 10.1

Description of Profit Sharing Plan

     Pursuant to the Profit Sharing Plan (the “Plan”), which is not a qualified plan under ERISA, Dawson Geophysical Company (the “Company”) accrues 5% of pretax net income each month during a fiscal year as a pool of funds to be allocated to all employees, including the Company’s executive officers, that contributed to the success of the fiscal year. Employees that have at least one year of service as of the end of the Company's fiscal year are included in the allocation of the funds that are paid mid-November. Participating employees must be employed with the Company on the date of payment in order to receive a payment under the Plan. The allocation of funds is based on a formula of period of service, annual salary and position.