DAWSON GEOPHYSICAL CO — Director's Dealing 2009

May 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TGC INDUSTRIES INC (TGE)
CIK: 0000799165
Period of Report: 2009-05-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-27	Common Stock	S	300	$5.125	Disposed	87432	Direct
2009-05-27	Common Stock	S	8700	$5.099	Disposed	78732	Direct
2009-05-27	Common Stock	S	1000	$5.09	Disposed	77732	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$4.37	2010-06-06	Common Stock (60775)	60775	Direct
Stock Option	$3.20	2013-10-23	Common Stock (52500)	52500	Direct

Footnotes

F1: Currently exercisable.

F2: Stock options are exercisable as follows: one-third exercisable afer 12 months from date of grant("10-24-2008"); two-thirds exercisable after 24 months from date of grant; and all exerciasable after 36 months from date of grant.

F3: Adjusted for the 5% stock dividend that Company paid to all holders of record of common stock on May 12, 2009.