SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FLYNN EDWARD L (Last) (First) (Middle) 7511 MYRTLE AVENUE (Street) GLENDALE NY 11385 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TGC INDUSTRIES INC [ TGCI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/11/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/11/2005		M		10,000	A	$1	928,516	D
Common Stock	10/12/2005		C		188,500	A	(4)	211,316	I	By spouse(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-statutory Stock Option	$1	10/11/2005		M			10,000	12/11/2001	12/10/2005	Common Stock	10,000	$1	0	D
Warrants	$0.3							07/31/1999	07/31/2009	Common Stock	200,000		200,000	D
Warrants (Series A)	$0.2							09/10/2002	09/10/2012	Common Stock	371,000(2)		371,000	D
Warrants (Series A2)	$0.2							06/12/2003	06/12/2013	Common Stock	162,329(3)		162,329	D
Warrants (Series C2)	$1							12/15/2004	12/15/2007	Common Stock	5,200		5,200	D
8-1/2% Senior Convertible Preferred Stock	(4)	10/12/2005		C			188,500	(5)	(6)	Common Stock	188,500	(4)	0	I	By Spouse(1)

Explanation of Responses:

1. Reporting person disclaims beneficial ownership of shares owned by spouse.

2. Includes 71,000 additional shares of Common Stock issuable upon exercise (pursuant to application of the Warrants anti-dilution provisions) resulting from the PIK dividends paid on the Company's 8-1/2% Senior Convertible Preferred Stock.

3. Includes 12,329 additional shares of Common Stock issuable upon exercise (pursuant to application of the Warrants anti-dilution provisions) resulting from the PIK dividends paid on the Company's 8-1/2% Senior Convertible Preferred Stock.

4. The shares of the 8-1/2% Senior Convertible Preferred Stock are convertible into Common Stock on a one-for-one basis.

5. Immediately convertible.

6. Not applicable.

	Edward L. Flynn	10/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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