SEC Filing | Dawson Geophysical

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                          U.S. SECURITIES AND EXCHANGE
                            Washington, D.C. 20549

                                  FORM 10-QSB

       (Mark One)
  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDING June 30, 1999.

  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______TO _______.

  Commission File Number 0-14908

                           TGC INDUSTRIES, INC.
  (Exact name of small business issuer as specified in its charter)

               Texas                         74-2095844
  (State or other jurisdiction of         (I.R.S. Employer
  incorporation or organization)          Identification No.)

      1304 Summit, Suite 2
      Plano, Texas                              75074

  (Address of principal executive offices)     (Zip Code)

  Issuer's telephone number, including area code: 972-881-1099

  Check whether the issuer (1) filed all reports required to be filed by
  Section 13 or 15 (d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such
  reports), and (2) has been subject to such filing requirements for the
  past 90 days.

                          Yes  X    No
                              ___      ____

  State the number of shares outstanding of each of the issuer's classes
  of common equity, as of the latest practicable date.

            Class                     Outstanding at July 30, 1999
  Common Stock ($.30 Par Value)                   2,224,933














  PART I -- FINANCIAL INFORMATION

  ITEM 1 -- FINANCIAL STATEMENTS

       Incorporated herein is the following unaudited financial
  information:

  Balance Sheet as of June 30, 1999.

            Statements of Operations for the three and six month periods
            ended June 30, 1999 and 1998.

            Statements of Cash Flows for the three and six month periods
            ended June 30, 1999 and 1998.

            Notes to Financial Statements.









































  TGC INDUSTRIES, INC.
  BALANCE SHEET
  (UNAUDITED)

                                            

                                              JUNE 30,
                                                1999
                                           ______________
  ASSETS

  CURRENT ASSETS

    Cash and cash equivalents               $     302,090
    Accounts receivable                             5,000
    Prepaid expenses and other                    312,543
    Deferred income taxes                          202,000
                                           ______________
          Total current assets                    821,633

  PROPERTY AND EQUIPMENT - at cost

     Machinery and equipment                   10,839,241
     Automobiles and trucks                       669,248
     Furniture and fixtures                       317,167
     Other                                         18,144
                                           ______________
                                               11,843,800
     Less accumulated depreciation
     and amortization                          (5,837,911)
                                           ______________
                                                6,005,889

  OTHER ASSETS                                        395

          Total assets                         $6,827,917
                                           ==============



  See notes to Financial Statements



















  TGC INDUSTRIES, INC.
  BALANCE SHEET -- CONTINUED
  (UNAUDITED)

                                                  

                                                   JUNE 30,
                                                     1999
                                                ______________
  LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES

   Trade accounts payable                       $       55,389
   Accrued liabilities                                 352,795
   Billings in excess of costs and estimated
     earnings on uncompleted contracts                      -
   Current maturities of long-term obligations         956,028
                                                ______________

     Total current liabilities                       1,364,212

  LONG-TERM OBLIGATIONS, less current
    maturities                                         698,981

  STOCKHOLDERS' EQUITY

    Preferred stock, $1.00 par value; 4,000,000
      shares authorized; 1,127,050 issued
      and outstanding                                1,127,050

    Common stock, $.30 par value; 25,000,000
      shares authorized; 2,256,877 shares issued       677,063

    Additional paid-in capital                       4,973,588

    Accumulated deficit                             (1,797,663)

    Treasury stock, at cost (31,944 shares)           (215,314)
                                                _______________
                                                     4,764,724
                                                _______________
    Total liabilities and stockholders' equity      $6,827,917
                                                ===============


  See notes to Financial Statements













  TGC INDUSTRIES, INC.
  STATEMENTS OF OPERATIONS


                                                    


                               Three Months Ended     Six Months Ended
                                   June 30,                 June 30,
                               ____________________     _________________
                                   (Unaudited)           (Unaudited)
                                1999       1998        1999      1998
                               _________ __________  __________ __________

  Revenue                     $  924,212 $5,520,738  $3,534,359 $9,840,067

  Cost of services             1,331,147  4,292,770   3,399,828  8,068,977
  Selling, general, adm.         231,305    284,546     441,716    542,838
                               _________ __________  __________ __________
                               1,562,452  4,577,316   3,841,544  8,611,815

  INCOME(LOSS)FROM OPERATIONS   (638,240)   943,422    (307,185) 1,228,252

     Interest expense             47,695     68,386     103,773    137,693
                               _________ __________  __________ __________

  NET INCOME(LOSS)              (685,935)   875,036    (410,958) 1,090,559

  Less dividend requirement on
   preferred stock               112,705    112,935     225,640    225,870
                                _________ _________  __________ __________

  INCOME(LOSS)ALLOCABLE TO
    COMMON STOCKHOLDERS       $ (798,640) $ 762,101  $ (636,598) $ 864,689

  Earnings(loss) per common share
         Basic                    $ (.36)     $ .35      $ (.29)     $ .40
         Diluted                  $ (.36)     $ .18      $ (.29)     $ .23

  Weighted average number of
      common shares:
         Basic                 2,224,035  2,168,110  2,220,620   2,161,183
         Diluted               2,224,035  4,804,823  2,220,620   4,820,355


  See notes to Financial Statements













  TGC INDUSTRIES, INC.
  Statements of Cash Flows (Unaudited)


                                                  

                                                    Six Months Ended
                                                          June 30,
                                              ____________________________
                                                  1999           1998
                                              ______________  ____________
  CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (loss)                           $   (410,958)  $ 1,090,559
   Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
     Depreciation and amortization                  975,739       841,636
     (Gain) on disposal of property and equipment    (1,159)         -
     Changes in operating assets and liabilities
       Trade accounts receivable                  1,108,184     1,309,121
       Billings in excess of cost and estimated
         earnings on uncompleted contracts         (387,474)   (1,084,664)
       Prepaid expenses                            (121,871)     (210,613)
       Other assets                                     569
       Accounts payable                            (520,916)     (133,058)
       Accrued liabilities                          156,504       308,188
                                                 _____________ ___________
       NET CASH PROVIDED BY OPERATING ACTIVITIES    798,618     2,121,169

  CASH FLOWS FROM INVESTING ACTIVITIES
       Capital expenditures                          (9,221)     (291,711)
       Proceeds from sale of property and equipment   4,500          -
       Decrease (increase) in other assets              -             175
                                                 _____________ ___________
       NET CASH USED IN INVESTING ACTIVITIES         (4,721)     (291,536)

  CASH FLOWS FROM FINANCING ACTIVITIES
       Dividends paid                              (178,044)     (225,870)
       Proceeds from issuance of debt                  -             -
       Proceeds from exercise of stock options
         and warrants                                  -           14,062
       Principal payments of debt obligations    (1,016,762)     (646,756)
       Other                                           -            2,813
                                                 _____________ ___________
       NET CASH USED IN FINANCING ACTIVITIES     (1,194,806)     (855,751)
                                                 _____________ ___________

       NET INCREASE(DECREASE)IN CASH AND CASH
         EQUIVALENTS                               (400,909)      973,882
  CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  702,999       120,535
                                                 _____________ ___________
  CASH AND CASH EQUIVALENTS AT END OF PERIOD     $  302,090    $1,094,417
                                                  ============ ===========

  Supplemental cash flow information

    Interest paid                                $  103,773    $  137,693
    Income taxes paid                            $   48,391    $   15,230


  See notes to Financial Statements




TGC INDUSTRIES, INC.
  NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
  June 30, 1999

  NOTE A -- BASIS OF PRESENTATION

  The accompanying unaudited financial statements have been prepared in
  accordance with the instructions to Form 10-QSB and therefore do not
  include all information and footnotes necessary for a fair presentation
  of financial position, results of operations and changes in financial
  position in conformity with generally accepted accounting principles.

  NOTE B -- MANAGEMENT PRESENTATION

  In the opinion of management, all adjustments (consisting of normal
  recurring accruals) considered necessary for a fair presentation of
  financial position, results of operations, and changes in financial
  position have been included.  The results of the interim periods are not
  necessarily indicative of results to be expected for the entire year.
  For further information, refer to the financial statements and the
  footnotes thereto included in the Company's Annual Report for the year
  ended December 31, 1998 filed on Form 10-KSB.

  NOTE C -- EARNINGS PER SHARE

  Basic earnings per common share is based upon the weighted average
  number of shares of common stock outstanding.  Diluted earnings per
  share is based upon the weighted average number of common shares
  outstanding and, when dilutive, common shares issuable for stock
  options, warrants and convertible securities.  On November 5, 1998, the
  Board of Directors declared a one-for-three reverse stock split on the
  Company's common stock.  All references to number of shares, except
  shares authorized, and to per share information in the financial
  statements have been adjusted to reflect the reverse stock split on a
  retroactive basis.


  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.

  RESULTS OF OPERATIONS
  TGC Industries, Inc. ("TGC") reported revenues of $3,534,359 and a net
  loss, before dividend requirements on preferred stock, of $410,958 for
  the six month period ended June 30, 1999, compared with revenue of
  $9,840,067 and net income, before dividend requirements on preferred
  stock of $1,090,559 for 1998.  Net loss per common share, on a  diluted
  basis, was $.29 for the first six months of 1999, compared with income
  per common share, on a diluted basis, of $.23 for 1998.

  For the three month period ended June 30, 1999, TGC had revenue of
  $924,212 and a net loss, before dividend requirements on preferred
  stock, of $685,935.  This compares with revenue of $5,520,738 and net
  income, before dividend requirements on preferred stock, of $875,036 for
  1998.   Net loss per common share, on a diluted basis, was $.36 for the
  three month period ended June 30, 1999, compared with income per common
  share, on a diluted basis, of $.18 for 1998.

  Because of insufficient contracts, revenues in the first and second
  quarters declined significantly which resulted in the losses for the
  three and six month periods ended June 30, 1999.

  TGC's cost of services, as a percentage of revenue, were 96.2% for the
  first six months of 1999, compared to 82.0% for the same period of 1998.
  This percentage increase was attributable to the low level of revenues
  for the first six months of 1999.  Selling, general and administrative
  expense decreased by $101,122 during the first six months of 1999 when
  compared with the same period of 1998.  This decrease was attributable
  to expense reductions  implemented to remain competitive  during this
  period of reduced industry activity.  Interest expense decreased by
  $33,920 in the first six months of 1999 when compared with the same
  period of 1998.  This decrease was primarily a result of the reducing
  loan balances for the purchase of geophysical equipment.

  TGC's cost of services, as a percentage of revenue, were 144.0% for the
  second quarter of 1999, compared to 77.8% for the same period of 1998.
  This percentage increase was attributable to the significantly lower
  level of revenues for the second quarter of 1999.  Selling, general and
  administrative expense decreased by $53,241 during the second quarter of
  1999 when compared with the same period of 1998.  This decrease was
  attributable to expense reductions  implemented to remain competitive
  during this period of reduced industry activity.  Interest expense
  decreased by $20,691 in the second quarter of 1999 when compared with
  the same period of 1998.  This decrease was primarily a result of the
  reducing loan balances for the purchase of geophysical equipment.

  Non-cash charges for depreciation and amortization were $975,739 in the
  first six months of 1999 compared with $841,636 for 1998.

  At December 31, 1998, TGC had net operating loss carryforwards of
  approximately $3,600,000 available to offset future taxable income,
  which expire at various dates through 2013.

  The second quarter was a difficult period for the Company and compared
  unfavorably with the second quarter of 1998.  The Company has
  substantially reduced its break-even levels to increase competitiveness.
  There has been a recent increase in seismic bidding activity and
  management is aggressively pursing contract opportunities.  However,
  there can be no assurance that the second half of 1999 will show any
  improvement.  It is clear that the Company's revenue for 1999 will be
  significantly less than reported for 1998.

  Management believes that the geophysical market conditions should
  materially improve beginning in calendar year 2000 and seismic services
  should be in greater demand due to the recent increase in levels of
  seismic bidding activity and the prospect of oil and gas prices
  remaining at their current levels.  Though there can be no assurance,
  such conditions should enable the Company to secure contracts and
  improve its performance.





  FINANCIAL CONDITION

  Cash of $798,618 was provided from operations for the first six months
  of 1999 compared with cash provided from operations of $2,121,169 for
  the same period of 1998.  The funds generated in the first six months of
  1999 were primarily attributable to non-cash depreciation and
  amortization charges.  Cash used in investing activities for the first
  six months of 1999 was $4,721.  $9,221 for the replacement of equipment
  less proceeds from the sale of equipment in the amount of $4,500.  Cash
  used in financing activities for the first six months of 1999 was for
  principal payments of debt obligations in the amount of $1,016,762, and
  dividend payments on preferred stock of $178,044.

  Working capital deficit decreased $328,142 to $542,579 from the December
  31, 1998 balance of $870,721.  The Company's current ratio was .6 to 1.0
  at June 30, 1999, compared with .72 to 1.0 at December 31, 1998.
  Stockholders' equity decreased $363,132 from the December 31, 1998
  balance of $5,127,856 to $4,764,724 at June 30, 1999.   This decrease
  was primarily attributable to net losses, before dividend requirements
  on preferred stock, for the three and six month periods ended June 30,
  1999, of $685,935 and 410,958 respectively.

  During the fourth quarter of 1998, the Company renewed its revolving
  bank line of credit with a major bank in an amount of up to $1,000,000.
  The line of credit bears interest at prime plus 1.5%, is collateralized
  by equipment and accounts receivable and requires the maintenance of
  certain financial ratios. As a result of the losses reported for the
  three and six month periods ended June 30, 1999, TGC is not in
  compliance with certain covenants required by its revolving line of
  credit agreement.  The Bank has decided not to waive the covenant
  violation.  As a result, TGC cannot borrow against its revolver for
  working capital requirements until it is in compliance with the
  covenants.  Management anticipates that the covenant violations will not
  be corrected during the balance of 1999.  In order to provide additional
  working capital, TGC is attempting to re-finance some of its equipment.
  However, there can be no assurance that a re-financing transaction will
  be completed.

  The Board of Directors at its regular meeting on June 3, 1999,
  determined, with respect to the Company's Series C 8% Convertible
  Exchangeable Preferred Stock, that the initial conversion price per
  share of Common Stock would be reduced from $2.25 per share to $2.00 per
  share and that the conversion price increase would be delayed in lieu of
  declaring a semi-annual dividend payable in July 1999 on the Preferred
  Stock.  The Preferred Stock dividends, if declared, are payable at a
  rate of 8% per annum, payable semi-annually in January and July of each
  year.  The date of the increase of the conversion price of the Preferred
  Stock was delayed from December 31, 2000 until December 31, 2001 and the
  subsequent date of the increase of the conversion price of the Preferred
  Stock was delayed from December 31, 2001 to December 31, 2002. As a
  result, the conversion price is $2.00 per share of Common Stock if
  exercised prior to the close of business on December 31, 2001; after
  December 31, 2001, and prior to the close of business on December 31,
  2002, the conversion price per share of Common Stock shall be $3.75;
  thereafter, the conversion price per share of Common Stock shall be
  $6.00.

  The Company began preparation for the year 2000 issues during 1996.  In
  late 1996, TGC upgraded and replaced its accounting software.  In
  addition, TGC installed a small personal computer network.  The cost of
  these additions, which are year 2000 compliant, was approximately
  $15,000.  TGC uses an outside source for its payroll services and has
  been assured by this vendor that its software is year 2000 compliant.
  TGC will need to make a few additional hardware upgrades in order for
  the total system to be year 2000 compliant.  These upgrades will be
  completed by September 30, 1999, at which time the Company will be fully
  year 2000 compliant.  The cost of these upgrades will be approximately
  $2,000.

  At July 1, 1999, only one of the Company's two crews was active on a
  job.  The Company anticipates that available funds, together with
  anticipated cash flows generated from future operations and the re-
  financing of some of its equipment (of which there can be no assurance)
  will be sufficient to meet the Company's cash needs during 1999.

  This report contains forward-looking statements which reflect the view
  of Company's management with respect to future events.  Although
  management believes that the expectations reflected in such forward-
  looking statements are reasonable, it can give no assurance that such
  expectations will prove to have been correct.  Important factors that
  could cause actual results to differ materially from such expectations
  are disclosed in the Company's Securities and Exchange Commission
  filings, and include, without limitation, the unpredictable nature of
  forecasting weather, the potential for contract delay or cancellation,
  and the potential for fluctuations in oil and gas prices.  The forward-
  looking statements contained herein reflect the current views of the
  Company's management and the Company assumes no obligation to update the
  forward-looking statements or to update the reasons actual results could
  differ from those contemplated by such forward-looking statements.

  PART II - OTHER INFORMATION

  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  The annual meeting of shareholders was held on June 3, 1999.  The
  following matters were voted upon and approved by the Company's
  shareholders:

       a.  Nominated and elected to the Board of Directors were Messrs.
  William J. Barrett, Edward L. Flynn, Herbert M. Gardner, Allen T.
  McInnes and Wayne A. Whitener.

       b.  Ratification of the selection of the Company's auditors, Grant
  Thornton LLP, was approved by the shareholders by a majority vote.

  ITEM 6.  EXHIBITS  AND REPORTS ON FORM 8-K

        a.  Exhibits  --  None.

        b.  Reports --    No reports on Form 8-K have been filed during
  the quarter for which this report is filed.




                            SIGNATURES

  In accordance with the requirements of the Exchange Act, the registrant
  caused this report to be signed on its behalf by the undersigned,
  thereto duly authorized.


                                 TGC INDUSTRIES, INC.



  Date: August 12, 1999        /s/ WAYNE A. WHITENER
                                  Wayne A. Whitener
                                  President & Chief
                                  Executive Officer
                                 (Principal Executive Officer)




  Date:  August 12, 1999      /s/ KENNETH W. USELTON
                                  Kenneth W. Uselton
                                Treasurer (Principal Financial
                                and Accounting Officer)

  

 5

                             
                   6-MOS
                          DEC-31-1999
                               JUN-30-1999
                                         302,090
                                         0
                                    5,000
                                         0
                                          0
                               821,633
                                      11,843,800
                               5,837,911
                               6,827,917
                        1,364,212
                                        698,981
                                0
                                  1,127,050
                                       677,063
                                   2,960,611
                 6,827,917
                                              0
                             3,534,359
                                                0
                                3,399,828
                               441,716
                                     0
                             103,773
                              (636,598)
                                         0
                          (636,598)
                                       0
                                      0
                                            0
                                 (636,598)
                                     (0.29)
                                   (0.29)