DAWSON GEOPHYSICAL CO — Director's Dealing 2006

Feb 13, 2006

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGE)
CIK: 0000799165
Period of Report: 2005-12-31

Reporting Person: BARRETT WILLIAM J (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-11	Stock Option (reload)	$7.17	A	1395	Acquired	2010-10-10	Common Stock (1395)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1453876	Direct
Common Stock	128731	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants (Series C2)	$1.00	2007-12-15	Common Stock (5200)	5200	Indirect

Footnotes

F1: Reporting Person disclaims beneficial ownership of shares and warrants owned by spouse.

F2: 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.

F3: Not applicable