DAWSON GEOPHYSICAL CO — Director's Dealing 2005

Jan 28, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGCI)
CIK: 0000799165
Period of Report: 2005-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-26	Common Stock	S	16000	$3.115	Disposed	36630	Direct
2005-01-28	Common Stock	S	8000	$3	Disposed	28630	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$1	2005-12-10	Common Stock (50000)	50000	Direct
Stock Option	$0.8	2009-02-19	Common Stock (50000)	50000	Direct
Warrant	$0.3	2009-07-31	Common Stock (50000)	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: Warrants issued as a bonus.