X0202 3 2005-12-08 0 0001109189 BASIC ENERGY SERVICES INC BAS 0001346207 Carter James J 400 W. ILLINOIS, SUITE 800 MIDLAND TX 79701 0 1 0 0 Exec. Vice President,Secretary Common stock 109705 D Stock options (right to buy) 4.00 2011-08-13 Common stock 50000 D Stock options (right to buy) 4.00 2011-08-13 Common stock 33250 D Stock options (right to buy) 4.00 2011-08-13 Common stock 5470 D Stock options (right to buy) 4.00 2013-05-05 Common stock 60000 D Stock options (right to buy) 6.98 2015-03-02 Common stock 30000 D Includes 18,225 shares that the beneficial owner has agreed to sell, and the Issuer has agreed to purchase, as of February 24, 2006, pursuant to the Share Tender and Repurchase Agreement (the "Agreement"). Does not include 10,005 shares that the beneficial owner has agreed to sell, and the Issuer has agreed to purchase, as of the closing date of the initial public offering pursuant to the Agreement. Includes 50,000 shares of restricted stock which remain subject to vesting on February 24, 2006, granted under the Second Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan (the "Plan"). Stock options granted under the Plan. Options for 16,750 shares exercisable on each of January 1, 2002 and January 1, 2003, and for 16,500 shares exercisable on January 1, 2004. Options for 16,500 shares exercisable on April 1, 2002, and for 16,750 shares exercisable on April 1, 2004. Options for 5,470 shares exercisable on March 31, 2003. Options for 60,000 shares exercisable in one-third increments on January 1, 2004, 2005 and 2006. Options for 30,000 shares exercisable in one-fourth increments on March 1, 2007, 2008, 2009 and 2010. /s/ James J. Carter 2005-12-07