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):     April 28, 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))

Attached hereto as Exhibit 99.1 is a copy of the press release (the “Press Release”) issued by TGC Industries, Inc. (“TGC”) on April 28, 2008, announcing its financial results for the first quarter of 2008.  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 Exchange Act, 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.

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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

FOR IMMEDIATE RELEASE

TGC Industries Reports 2008 First Quarter Results

PLANO, TEXAS – APRIL 28, 2008 – TGC Industries, Inc. (NASDAQ: TGE) today announced results for the first quarter of 2008.  Revenues were $22.5 million compared to $18.6 million for the first quarter of 2007.  Net income was $2.0 million, or $0.11 per diluted share, compared to $2.1 million, or $0.12 per diluted share, in the first quarter a year ago.  All per share amounts have been adjusted to reflect the five percent stock dividend declared on March 20, 2008 to shareholders of record as of April 14, 2008 and payable on April 28, 2008.  First quarter 2008 EBITDA* (earnings before net interest expense, taxes, depreciation, and amortization) was $6.7 million compared to $7.0 million in the 2007 first quarter.

Wayne Whitener, TGC Industries’ President and Chief Executive Officer, said, “We are pleased to report solid revenue growth despite the fact that we faced some challenging weather conditions in January that decreased the utilization rates of some of our crews.  We generated cash flow from operations of $7.5 million during the quarter and currently have a solid backlog of approximately $46 million.

“In addition, we have been selected to provide seismic services for several very large projects.  On two of these large projects, our clients are experiencing unexpected delays in their permitting processes; therefore, we plan to idle two of our crews for part of the second quarter.  This will affect our revenues and income for that period.  Nevertheless, with our current backlog, we expect to have our crews fully utilized during the second half of the year.”

First quarter 2008 revenues rose 20.8 percent from a year ago, while cost of services increased 37.6 percent to 66.2 percent of revenues compared to 58.1 percent of revenues in the first quarter of 2007.  This higher cost of services as a percentage of revenues versus a year ago is due to several factors, including some weather problems in an area where the market is more competitive as to price and terms of payment for weather recovery, as well as increases in operating expenses, primarily fuel costs.

Income from operations was $3.4 million compared to $3.7 million one year ago.  Income from operations as a percentage of revenues was 15.1 percent in the first quarter of 2008 compared to 19.7 percent in the first quarter of 2007.  Income before income taxes for the first quarter of 2008 was $3.2 million, or 14.3 percent of revenues, compared to $3.5 million, or 18.8 percent of revenues, in the comparable period a year ago.

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

CONFERENCE CALL

TGC Industries has scheduled a conference call for Monday, April 28, 2008, at 9:30 a.m. eastern time.  To participate in the conference call, dial 303-262-2130 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 May 5, 2008.  To access the replay, dial 303-590-3000 using a pass code of 11112228#.

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.

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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.

- Tables to follow –

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TGC Industries, Inc.

Statements of Income

All per share amounts have been adjusted for the 5% stock dividend payable April 28, 2008 to shareholders of record as of April 14, 2008.

The statements of income reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim periods.  The results of the interim periods are not necessarily indicative of results to be expected for the entire year.

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TGC Industries, Inc.

Condensed Balance Sheets

TGC Industries, Inc.

Reconciliation of EBITDA to Net Income

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