FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FLYNN EDWARD L 		2. Issuer Name and Ticker or Trading Symbol

DAWSON GEOPHYSICAL CO [ DWSN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

7511 MYRTLE AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/11/2015
(Street)

GLENDALE, NY 11385
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  441297   (3) (5) D    
Common Stock                  100977   (1) (3) I   By spouse  
Common Stock                  10129   (2) (3) I   By Flynn Meyer PSP&T #1  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Nonqualified Stock Option   $17.198   (3)                    (4) 11/20/2016   Common Stock   6187   (3)   6187   (3) D    
Nonqualified Stock Option   $16.7861   (3)                    (4) 8/6/2017   Common Stock   6562   (3)   6562   (3) D    
Nonqualified Stock Option   $21.54   (3)                    (4) 12/18/2018   Common Stock   6599   (3)   6599   (3) D    
Nonqualified Stock Option   $11.79   (3)                    (4) 7/30/2019   Common Stock   12500   (3)   12500   (3) D    

Explanation of Responses:
( 1)  Reporting Person disclaims beneficial ownership of shares owned by spouse.
( 2)  Reporting Person disclaims beneficial ownership of the shares owned by Flynn Meyer PSP&T #1 except to the extent of reporting persons pecuniary interest. Reporting person is the plan administrator for Flynn Meyer PSP&T #1
( 3)  Adjusted to reflect the 1-for-3 reverse stock split that became effective on February 11, 2015.
( 4)  Options are all vested and exercisable.
( 5)  The reporting person resigned from the board of directors of the issuer effective February 11, 2015. As a result, the reporting person is no longer subject to Section 16 in connection with transactions in the equity securities of the issuer and therefore will no longer report any such transactions on Form 4 or Form 5.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FLYNN EDWARD L
7511 MYRTLE AVENUE
GLENDALE, NY 11385 		X



Signatures
/s/ Julia A. Gardner, Attorney-in-Fact for Edward L. Flynn 2/12/2015
** 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 control number.
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