DAWSON GEOPHYSICAL CO — Director's Dealing 2009

Dec 8, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGCI)
CIK: 0000799165
Period of Report: 2009-12-04

Reporting Person: FLYNN EDWARD L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-04	Nonqualified Stock Option	$4.07	A	18987	Acquired	2014-12-03	Common Stock (18987)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1128342	Direct
Common Stock	261684	Indirect
Common Stock	19950	Indirect
Common Stock	26250	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (reload)	$6.12	2010-10-10	Common Stock (1695)	1695	Direct
Nonqualified Stock Option	$8.78	2012-09-18	Common Stock (10466)	10466	Direct
Nonqualified Stock Option	$3.24	2013-10-22	Common Stock (23162)	23162	Direct

Footnotes

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

F2: The option vests in two equal installments beginning on 12-04-2009.

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.

F5: Adjusted for the Companys 5% stock dividend paid to all holders of record of common stock on May 12, 2009.

F6: Not applicable.