UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):

November 10, 2005 (November 9, 2005)

TGC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

1304 Summit Ave., Ste 2

Plano, TX  75074

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (972) 881-1099

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01                                             Other Events.

On November 9, 2005, TGC Industries, Inc. (the “Company”) issued a press release announcing that the underwriters for the Company’s recently completed public offering exercised the over-allotment option granted to the underwriters by the Company and have purchased an additional 285,700 shares of the Company’s common stock.  The over-allotment option expired on November 5, 2005.

The press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits

Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

99.1                           Press Release, dated November 9, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

TGC INDUSTRIES ANNOUNCES PARTIAL EXERCISE

OF OVER-ALLOTMENT OPTION

PLANO, TEXAS – November 9, 2005 – TGC Industries, Inc. (AMEX: TGE) today announced that the underwriters for the Company’s recently completed public offering have exercised a portion of the over-allotment option granted to the underwriters by the Company and have purchased an additional 285,700 shares of common stock at the public offering price of $7.50 per share.  The sale of these additional shares will increase the net proceeds received by the Company from the offering by approximately $2.0 million.

The common stock offering, including the exercise of a portion of the over-allotment option, resulted in the sale by the Company of an aggregate of 5,785,700 shares of common stock and total net proceeds to the Company of approximately $40.1 million.

Oppenheimer & Co. Inc. acted as lead underwriter and book-running manager for this offering, and Sanders Morris Harris Inc. acted as co-manager.

TGC Industries, Inc., based in Plano, Texas, is one of the leading providers of seismic data acquisition services throughout the continental United States.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are based on our current expectations and projections about future events. All statements other than statements of historical fact included in this press release regarding the Company are forward looking statements. There can be no assurance that those expectations and projections will prove to be correct.

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