DAWSON GEOPHYSICAL CO — Director's Dealing 2005

Oct 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGE)
CIK: 0000799165
Period of Report: 2005-10-12

Reporting Person: WHITENER WAYNE A (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-10-14	Common Stock	M	16667	$.80	Acquired	22481	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-14	Stock Option	$.80	M	16667	Disposed	2009-02-19	Common Stock (50000)	Direct
2005-10-12	Warrant	$.3	S	50000	Disposed	2009-07-31	Common Stock (50000)	Direct

Footnotes

F1: Stock options are exercisable as follows: one-third exercisable after twelve months from date of grant; two-thirds exercisable after twenty-four months from date of grant; and all exercisable after thirty-six months from date of grant.

F2: See exercise price in column 2.

F3: Warrants were sold to Company pursuant to a warrant purchase agreement that defined the sales price of each warrant as the price at which the Company's Common Stock was sold in the Company's public offering on October 6, 2005, less the exercise price of the Warrants (the "in the money value") and an amount equal to underwriting discounts and commissions of 6.5% on the in the money value.