DAWSON GEOPHYSICAL CO — Director's Dealing 2005

Feb 8, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGCI)
CIK: 0000799165
Period of Report: 2004-12-31

Reporting Person: HURTT WILLIAM C JR (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (Series A)	$0.2	2012-09-10	Common Stock (371000)	371000	Direct
Warrants (Series A2)	$0.2	2013-06-11	Common Stock (162329)	162329	Direct
Warrants (Series C2)	$1	2007-12-14	Common Stock (5200)	5200	Direct
8-1/2% Senior Convertible Preferred Stock	$		Common Stock (375000)	375000	Direct

Footnotes

F1: Reporting person is correcting the number of Common Shares owned at December 31, 2004. The number of shares initially reported on his Form 3 was 17,898 Common Shares more than he actually owned.

F2: Includes 71,000 additional shares of Common Stock issuable upon exercise, resulting from application of the warrants' anti-dilution provisions as a result of the PIK dividends paid on the Company's 8-1/2% Senior Preferred Stock.

F3: Includes 12,329 additional shares of Common Stock issuable upon exercise, resulting from application of the Warrants' anti-dilution provisions as a result of the PIK dividends paid on the Company's 8-1/2% Senior Convertible Preferred Stock.

F4: The shares of the 8-1/2% Senior Convertible Preferred Stock are convertible into Common Stock on a one-for-one basis.

F5: Immediately convertible.

F6: Not applicable.