DAWSON GEOPHYSICAL CO — Director's Dealing 2008

Dec 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGCI)
CIK: 0000799165
Period of Report: 2008-12-02

Reporting Person: FLYNN EDWARD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-02	Common Stock	P	4000	$2.00	Acquired	19000	Indirect
2008-12-03	Common Stock	P	6000	$2.05	Acquired	25000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1074612	Direct
Common Stock	249223	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (reload)	$6.19	2010-10-10	Common Stock (1615)	1615	Direct
Nonqualified Stock Option	$9.24	2012-09-18	Common Stock (9968)	9968	Direct
Nonqualified Stock Option	$3.41	2013-10-22	Common Stock (22059)	22059	Direct

Footnotes

F1: Reporting person disclaims beneficial ownership of shares owned by spouse.

F2: The option vests in two equal installments beginning on 10-23-2008.

F3: Currently Exercisable.

F4: Reporting person disclaims beneficial ownership of the shares owned by Flynn Meyer PSP&T #1 except to the extent of reporting persons pecuniary interest. Reporting person is the plan administrator for Flynn Meyer PSP&T #1.