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 SEPTEMBER 30, 2000.

[ ] 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 October 30, 2000
Common Stock ($.30 Par Value)                        2,322,874

















PART I -- FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

     Incorporated herein is the following unaudited financial information:

          Balance Sheet as of September 30, 2000.

          Statements of Operations for the three and nine month periods ended
          September 30, 2000 and 1999.

          Statements of Cash Flows for the nine month periods ended
          September 30, 2000 and 1999.

          Notes to Financial Statements.










































TGC INDUSTRIES, INC
BALANCE SHEET
(UNAUDITED)
                                           
                                             SEPTEMBER 30,
                                                  2000
ASSETS

CURRENT ASSETS

  Cash and cash equivalents                     $1,009,398
  Accounts receivable                              653,914
  Cost and estimated earnings in excess
  of billings on uncompleted contracts             211,929
  Prepaid expenses and other                       185,933
                                                 _________
        Total current assets                     2,061,174

PROPERTY AND EQUIPMENT - at cost

   Machinery and equipment                      11,180,284
   Automobiles and trucks                          750,008
   Furniture and fixtures                          323,323
   Other                                            18,144
                                                __________
                                                12,271,759
   Less accumulated depreciation
   and amortization                             (7,930,731)
                                                __________
                                                 4,341,028

DEFERRED INCOME TAXES                              202,000
OTHER ASSETS                                           395
                                                 _________
        Total assets                            $6,604,597
                                                 =========
See notes to Financial Statements TGC INDUSTRIES, INC BALANCE SHEET -- CONTINUED (UNAUDITED) SEPTEMBER 30, 2000 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Trade accounts payable $473,157 Accrued liabilities 282,414 Billings in excess of costs and estimated earnings on uncompleted contracts 535,332 Current maturities of long-term obligations 295,860 _________ Total current liabilities 1,586,763 LONG-TERM OBLIGATIONS, less current maturities 166,510 STOCKHOLDERS' EQUITY Preferred stock, $1.00 par value; 4,000,000 shares authorized: 8-1/2% Senior convertible preferred stock; 2,259,890 shares issued and outstanding 2,259,890 8% Series C convertible exchangeable preferred stock; 1,087,950 shares issued and outstanding 1,087,950 Common stock, $.30 par value; 25,000,000 shares authorized; 2,354,818 shares issued 706,445 Additional paid-in capital 5,704,729 Accumulated deficit (4,692,376) Treasury stock, at cost (31,944 shares) (215,314) _________ 4,851,324 _________ Total liabilities and stockholders' equity $6,604,597 =========
See notes to Financial Statements TGC INDUSTRIES, INC STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended September 30, September 30, __________________ _________________ (Unaudited) (Unaudited) 2000 1999 2000 1999 _________ _________ _________ _________ Revenue $2,589,305 $983,187 $4,387,672 $4,517,546 Cost of services 2,291,310 1,150,631 4,757,649 4,550,459 Selling, general, adm. 243,080 228,152 727,971 669,868 _________ _________ _________ _________ 2,534,390 1,378,783 5,485,620 5,220,327 INCOME (LOSS) FROM OPERATIONS 54,915 (395,596) (1,097,948) (702,781) Interest expense 12,756 44,623 134,652 148,396 _________ _________ _________ _________ NET INCOME (LOSS) 42,159 (440,219) (1,232,600) (851,177) Less dividend requirement on preferred stock 181,349 112,705 408,581 338,345 _________ _________ _________ _________ INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS $(139,190) $(552,924) $(1,641,181) $(1,189,522) Earnings (loss) per common share Basic $ (.06) $ (.25) $ (.72) $ (.54) Diluted $ (.06) $ (.25) $ (.72) $ (.54) Weighted average number of common shares: Basic 2,321,358 2,224,934 2,286,820 2,222,074 Diluted 2,321,358 2,224,934 2,286,820 2,222,074
See notes to Financial Statements TGC INDUSTRIES, INC Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) $(1,232,600) $(851,177) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,235,559 1,451,779 Loss (gain) on disposal of property and equipment (3,901) (9,894) Changes in operating assets and liabilities Trade accounts receivable (653,914) 635,081 Billings in excess of cost and estimated earnings on uncompleted contracts 323,403 (387,474) Prepaid expenses (95,836) (9,239) Other assets 100 569 Accounts payable 422,224 (307,109) Accrued liabilities 266,748 94,665 ________ _______ NET CASH PROVIDED BY OPERATING ACTIVITIES 261,783 617,201 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (513,336) (9,221) Proceeds from sale of property and equipment 3,901 46,300 _______ ______ NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (509,435) 37,079 CASH FLOWS FROM FINANCING ACTIVITIES Dividends paid - (178,044) Proceeds from issuance of debt 77,580 200,000 Principal payments of debt obligations (719,204) (1,257,814) ________ _________ NET CASH USED IN FINANCING ACTIVITIES (641,624) (1,235,858) NET DECREASE IN CASH AND CASH EQUIVALENTS (889,276) (581,578) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,898,674 702,999 _________ _______ CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,009,398 $121,421 ========= ======= Supplemental cash flow information Interest paid $54,374 $147,004 Income taxes paid $ - $78,774
See notes to Financial Statements TGC INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) September 30, 2000 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, 1999 filed on Form 10-KSB. NOTE C -- EARNINGS (LOSS) PER SHARE Basic earnings (loss) per common share are based upon the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share are based upon the weighted average number of common shares outstanding and, when dilutive, common shares issuable for stock options, warrants and convertible securities. The effect of preferred stock dividends on the amount of income (loss) available to common stockholders was $.08 and $.05 for the three months ended September 30, 2000 and 1999, respectively, and $.18 and $.15 for the nine months ended September 30, 2000 and 1999, respectively. Outstanding warrants that were not included in the diluted calculation because their effect would be anti-dilutive totaled 1,136,575 for the three and nine month periods ended September 30, 2000 and 1999. Outstanding options that were not included in the diluted calculation because their effect would be anti-dilutive totaled 176,497 and 139,397 for the three and nine month periods ended September 30, 2000 and 1999 respectively. NOTE D DIVIDENDS Holders of the Company's Series C 8% Convertible Exchangeable Preferred Stock ("Series C Preferred Stock") will receive, when, as and if declared by the Board of Directors of the Company, dividends at a rate of 8% per annum. The dividends are payable semi-annually during January and July of each year. At September 30, 2000, cumulative dividends of approximately $653,000 were in arrears on the Company's Series C Preferred Stock. Holders of the Company's 8-1/2% Senior Convertible Preferred Stock (the "Senior Preferred Stock") will receive, when, as and if declared by the Board of Directors of the Company, dividends at a rate of 8-1/2% per annum. The dividends are payable semi-annually during June and December of each year. However, dividends declared and payable through December 1, 2000, on the Senior Preferred Stock shall be by payment in kind securities by issuance of additional shares of Senior Preferred Stock with a liquidation value equal to TGC INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) September 30, 2000 (continued) the amount of the cash dividend payment which would have been paid. For each dividend payment due and payable after December 1, 2000, payment shall be by cash or by payment in kind dividend at the election of the holders by written notice to the Company. At September 30, 2000, there were no dividends in arrears on the Company's Senior Preferred Stock. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS TGC Industries, Inc. ("TGC") reported revenue of $2,589,305 and net income, before dividend requirements on preferred stock, of $42,159 for the three month period ended September 30, 2000, compared with revenue of $983,187 and a net loss, before dividend requirements on preferred stock, of $(440,219) for 1999. Loss per common share, on a diluted basis, was $(.06) for the three month period ended September 30, 2000, compared with a loss per common share of $(.25) for 1999. For the nine month period ended September 30, 2000, TGC had revenues of $4,387,672 and a net loss, before dividend requirements on preferred stock, of $(1,232,600). This compares with revenue of $4,517,546 and a net loss, before dividend requirements on preferred stock, of $(851,177) for 1999. Loss per common share, on a diluted basis, was $(.72) for the first nine months of 2000, compared with a loss per common share of $(.54) for 1999. The Company was awarded sufficient contracts to return to profitability, before dividend requirements on preferred stock, during the third quarter of 2000 showing a significant improvement over the first two quarters of 2000. An increase in oil prices began in December 1999. However, the increase in natural gas prices just began in May 2000. Due to these price increases being so recent, the geophysical services industry has yet to experience an increase in demand for its services. However, there has been a recent increase in seismic bidding activity and management is aggressively pursuing contract opportunities. Management believes that the outlook for the geophysical services industry is promising. Geophysical services should be in greater demand due to the recent increase in levels of seismic bidding activity and the prospect of oil and natural gas prices remaining at or near their current levels. Though there can be no assurance, such conditions should enable the Company to secure contracts and improve its performance. Non-cash charges for depreciation and amortization were $1,235,559 in the first nine months of 2000 compared with $1,451,779 for the same period of 1999. At December 31, 1999, TGC had net operating loss carryforwards of approximately $5,600,000 available to offset future taxable income, which expire at various dates through 2019. TGC INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) September 30, 2000 (continued) FINANCIAL CONDITION Cash of $261,783 was provided from operations for the first nine months of 2000 compared with cash provided from operations of $617,201 for the same period of 1999. Cash used in investing activities for the first nine months of 2000 was for the addition of equipment in the amount of $513,336. During the first nine months of 2000, principal payments of debt obligations were $719,204 and proceeds from the issuance of debt was $77,580, resulting in net cash used in financing activities of $641,624. Working capital decreased $617,980 to $474,411 from the December 31, 1999 balance of $1,092,391. The Company's current ratio was 1.3 at September 30, 2000, compared with 2.3 at December 31, 1999. Stockholders' equity increased $1,357,712 from the December 31, 1999 balance of $3,493,612 to $4,851,324 at September 30, 2000. This increase was attributable to the conversion in May 2000 by WEDGE Energy Services, L.L.C. ("WEDGE Energy") of its 8-1/2% Convertible Subordinated Debenture, Series B due December 1, 2009, in the principal amount of $2,500,000 (the "Debenture") plus accrued interest into 2,252,445 shares of Senior Preferred Stock. The holders of the Company's outstanding Series C Preferred Stock, voted at the Annual Meeting held May 11, 2000, to consent to a new series of Senior Convertible Preferred Stock. The affirmative vote of the holders of two- thirds (2/3) of the issued and outstanding shares of Series C Preferred Stock approved the new series of Senior Preferred Stock. As a result of the consent to the new series of Senior Preferred Stock by the Series C Preferred Stock shareholders and in accordance with the terms of the Debenture Agreement, WEDGE Energy, on May 17, 2000, converted its Debenture into Senior Preferred Stock. This conversion increased the equity section of the balance sheet by $2,590,312 as additional preferred stock and decreased long-term debt by $2,500,000 and accrued liabilities by approximately $90,312. In addition, 7,445 shares of Senior Preferred Stock were issued to WEDGE Energy as payment of the June 1, 2000, dividend. As stated, in Note D of the Notes to the Financial Statements, Senior Preferred Stock dividend payments through December 1, 2000 are paid by issuance of additional shares of Senior Preferred Stock. The Company anticipates that available funds, together with anticipated cash flows generated from future operations, will be sufficient to meet the Company's cash needs during 2000. Forward-Looking Statements 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 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits -- None. b. Reports -- None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TGC INDUSTRIES, INC. Date: November 13, 2000 /s/ Wayne A. Whitener Wayne A. Whitener President & Chief Executive Officer (Principal Executive Officer) Date: November 13, 2000 /s/ Kenneth W. Uselton Kenneth W. Uselton Treasurer (Principal Financial and Accounting Officer) 192489.1
 

5 9-MOS DEC-31-2000 SEP-30-2000 1,009,398 0 653,914 0 0 2,061,174 12,271,759 7,930,731 6,604,597 1,586,763 166,510 0 3,347,840 706,445 797,039 6,604,597 0 4,387,672 0 4,757,649 727,971 0 134,652 (1,641,181) 0 (1,641,181) 0 0 0 (1,641,181) (0.72) (0.72)