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):

February  25, 2008

TGC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

101 E. Park Blvd., Suite 955

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 2.02.              Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 is a copy of a press release (the “Press Release”) issued by TGC Industries, Inc. (“TGC”) on February 25, 2008, announcing its financial results for the fourth quarter 2007 and the year ended December 31, 2007.  The Press Release is incorporated by reference into this Item 2.02, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.

The Press Release contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In the Press Release, TGC has provided reconciliations of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”) in the United States.  Management of TGC believes that investors’ understanding of the Company’s performance is enhanced by disclosing these non-GAAP financial measures as a reasonable basis for comparison of the Company’s ongoing results of operations.  These non-GAAP measures should not be considered a substitute for GAAP-basis measures and results.  Our non-GAAP measures may not be comparable to non-GAAP measures of other companies

                Pursuant to General Instruction B.2 of Form 8-K, the information in this Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of TGC, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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 February 25, 2008.

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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 Reports 2007 Fourth Quarter and Year-end Results

PLANO, TEXAS — FEBRUARY 25, 2008 — TGC Industries, Inc. (NASDAQ: TGE) today announced fourth quarter 2007 net income of $2.4 million, or $0.14 per diluted share, on revenues of $25.9 million compared to net income of $1.9 million, or $0.12 per diluted share, on revenues of $20.1 million for the fourth quarter of 2006. Fourth quarter 2007 EBITDA* (earnings before net interest expense, taxes, depreciation, and amortization) was $7.0 million compared to $6.8 million in last year’s fourth quarter.

For 2007, the Company reported net income of $7.6 million, or $0.46 per diluted share, on revenues of $90.4 million compared to net income of $8.1 million, or $0.49 per diluted share, on revenues of $67.8 million for 2006. EBITDA for 2007 was $26.1 million compared to $23.9 million for 2006.

                Wayne Whitener, TGC Industries’ President and Chief Executive Officer, said, “We are pleased with our overall performance for the year.  Although we faced some challenging weather conditions during each of the first three quarters of 2007, we were able to keep eight field crews operating for the entire year. In addition, we generated cash flow from operations of $14.8 million during 2007 and currently have a strong backlog of approximately $43 million.

“We continue to experience solid demand for our services and expect another good year in 2008. We are seeing and successfully winning larger jobs and are continuing to invest in new equipment for our crews. Since the beginning of the year, we have been in the process of taking delivery of eight new vibrator vehicles, three of which are specialized equipment designed to be used in areas with limited access. We will continue to review and address our channel count and

are currently planning to purchase another 3,000 channels during this quarter, which will bring our capacity to 43,000 channels. We also anticipate purchasing additional shot-hole drilling equipment this year.”

FOURTH QUARTER 2007

Fourth quarter revenues increased 28.5 percent to $25.9 million from $20.1 million in last year’s fourth quarter. For the fourth quarter of 2007, cost of services rose to 69.0 percent of revenues from 60.5 percent of revenues in the fourth quarter a year ago primarily due to an increase in shot-hole contract business, which has additional third party costs associated with it and typically generates higher revenues and lower gross margins than vibroseis contracts. In the fourth quarter of 2007, the Company’s shot-hole contract business was 36 percent of revenues compared to 21 percent of revenues in the fourth quarter of 2006.

Income from operations was $4.0 million compared to $3.6 million a year ago. Income from operations as a percentage of revenues was 15.3 percent in the fourth quarter of 2007 compared to 18.1 percent in the fourth quarter of 2006. Income before income taxes for the fourth quarter of 2007 was $3.8 million compared to $3.5 million in the comparable period a year ago. Income before income taxes as a percentage of revenues was 14.9 percent compared to 17.3 percent in the fourth quarter a year ago. The effective tax rate in the fourth quarter of 2007 was 38.5 percent compared to 44.3 percent in last year’s fourth quarter. Fourth quarter net income rose 22.3 percent to $2.4 million, or $0.14 per diluted share, from $1.9 million, or $0.12 per diluted share, a year ago. Net income as a percentage of revenues was 9.1 percent compared to 9.6 percent in the fourth quarter of 2006. All per share amounts have been adjusted to reflect the five percent stock dividend declared on March 30, 2007 to shareholders of record as of April 13, 2007 and paid on April 27, 2007.

* A reconciliation of EBITDA (a non-GAAP financial measure) to reported earnings can be found in the financial tables.

FULL YEAR 2007

Revenues for 2007 were $90.4 million compared to $67.8 million in 2006. Cost of services was 66.9 percent of revenues for 2007 compared to 60.3 percent of revenues for 2006.

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The rise in cost of services during 2007 was primarily due to the inclement weather during the first three quarters of 2007 as well as higher shot-hole contract business, which was 34 percent of revenues in 2007 compared to 25 percent of revenues in 2006. Depreciation expense for the year was $12.7 million compared to $9.5 million in 2006, a 33.6 percent increase, as the Company invested $18.2 million in new equipment during the year. Income from operations was $13.3 million versus $14.4 million in the same period a year ago. Net income for 2007 was $7.6 million, or $0.46 per diluted share, compared to $8.1 million, or $0.49 per diluted share for 2006.

CONFERENCE CALL

                TGC Industries has scheduled a conference call for Monday, February 25, 2008, at 9:30 a.m. eastern time. To participate in the conference call, dial 303-262-2140 at least 10 minutes before the call begins and ask for the TGC Industries conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until March 3, 2008. To access the replay, dial 303-590-3000 using a pass code of 11108492#.

                Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting http://www.tgcseismic.com. To listen to the live call on the web, please visit the website at least fifteen minutes before the call begins to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call and will remain available for approximately 90 days at http://www.tgcseismic.com.

TGC Industries, Inc., based in Plano, Texas, with branch offices in Houston, Oklahoma City and Denver, 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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TGC Industries, Inc.

Statements of Income

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TGC Industries, Inc.

Condensed Balance Sheets

TGC INDUSTRIES, INC.

Reconciliation of EBITDA to Net Income

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