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):

March 31, 2006

TGC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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 March 31, 2006, TGC Industries, Inc. (the “Company”) issued a press release announcing a five percent (5%) stock dividend on its outstanding Common Stock. The full text of the press release is set forth  in Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

The following exhibit is filed with this Form 8-K:

99.1                           Press release of the Company dated March 31, 2006.

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 Declares 5% Stock Dividend

PLANO, TEXAS – March 31, 2006 – TGC Industries, Inc. (AMEX: TGE) today announced a five percent (5%) stock dividend on its outstanding Common Stock. Shareholders of record as of April 11, 2006 will receive the stock dividend for each share owned on that date, payable on April 25, 2006.

Cash in lieu of fractional shares will be paid to shareholders based on the last sales price of the Company’s stock on the record date. As of March 30, 2006, TGC Industries had 14,867,609 shares of Common Stock outstanding.

The Company stated that the stock dividend is being paid in recognition of TGC’s continuing growth and favorable long-term outlook.

TGC Industries, Inc., based in Plano, Texas, with a branch office in Houston, 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 the press release regarding the Company are forward looking statements. There can be no assurance that those expectations and projections will prove to be correct.