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 1, 2010

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 March 1, 2010, announcing its financial results for the fourth quarter 2009 and the year ended December 31, 2009.  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 or otherwise subject to the liability of that section, 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 March 1, 2010.

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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 Fourth Quarter and Year-End 2009 Results

PLANO, TEXAS — March 1, 2010 — TGC Industries, Inc. (NASDAQ: TGE) today announced financial results for the fourth quarter and year-end 2009.  Revenues were $15.7 million compared to $24.1 million in the fourth quarter of 2008.  The Company reported a net loss of $(2.7) million, or $(0.15) per share, compared to net income of $2.2 million, or $0.12 per diluted share, in the fourth quarter of 2008.  (All per share amounts have been adjusted to reflect the five percent stock dividend paid on May 12, 2009 to shareholders of record as of April 28, 2009.)  Fourth quarter 2009 EBITDA* (earnings before net interest expense, taxes, depreciation, and amortization) was a loss of $88 thousand compared to $7.6 million in last year’s fourth quarter.

Wayne Whitener, TGC Industries’ President and Chief Executive Officer, said, “We continued to experience reduced demand for our services and a competitive pricing environment during the fourth quarter.  In response, we continued to optimize our utilization, keeping our crew count aligned with expected demand from our customers, and operated four crews in the lower 48 states throughout the fourth quarter.   We also operated three crews in Canada for the portion of the quarter subsequent to the closing of our acquisition of Eagle Canada in October.

“Throughout 2009, we responded to the weakening demand for seismic services by aggressively managing our costs, including our crew count, which dropped from a peak of nine crews in the first quarter to four crews in the second half of the year.  This led to a significant decline in revenues in the third and fourth quarters as a result of a significant industry wide reaction to the worldwide credit crisis and deep recession in the United States.

“We ended the year with approximately $ 25.5 million in cash and remain well capitalized and strong financially, with the financial and operational flexibility to take advantage of the expected upturn in the seismic market.”

“In addition, our acquisition of Eagle Canada was a positive contributor to our fourth quarter results.  Also, the integration process is going according to plan, and we are pleased that we are currently operating at full capacity in Canada.”

“We continue to see an uptick in bidding activity that started in late 2009 and believe the environment is beginning to improve and, therefore, are cautiously optimistic regarding the remainder of 2010.  We are now working rigorously to improve our margins.  Importantly, we have the ability to add crews quickly as business conditions improve.  Our total backlog, comprised of our U.S. and Canadian backlog amounts, increased in the fourth quarter and is currently approximately $49 million.”

FOURTH QUARTER 2009

Revenues for the fourth quarter of 2009 declined 34.7 percent year over year, primarily due to continued diminished demand and a competitive pricing environment for seismic services.   Cost of services decreased 11.1 percent to $13.4 million from $15.1 million a year ago.  Cost of services as a percentage of revenues increased to 85.4 percent in the 2009 fourth quarter compared to 62.7 percent in the 2008 fourth quarter as a result of the significant decline in margins.  Selling, general and administrative expenses (“SG&A”) were $2.4 million in the 2009 fourth quarter compared to $1.4 million in the comparable period of 2008.  Loss from operations for the 2009 fourth quarter was $(3.8) million compared to income from operations of $3.8 million in the fourth quarter of 2008.  Interest expense for the quarter declined 24.3 percent from a year ago to $237,970.  Net loss was $(2.7) million, or $(0.15) per share, compared to net income of $2.2 million, or $0.12 per diluted share, in the fourth quarter of 2008.  The effective tax benefit rate for the quarter was 34.5 percent compared to an effective tax expense rate of 37.1 percent in the fourth quarter of 2008.

FULL YEAR 2009

Revenues for 2009 increased 4.2 percent to $90.4 million from $86.8 million in 2008.  Cost of services rose 16.9 percent to $65.4 million compared to $55.9 million a year ago.  Cost of

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services as a percentage of revenues were 72.3 percent compared to 64.5 percent last year.  Selling, general and administrative expenses (“SG&A”) were $5.5 million in 2009 compared to $4.5 million in the comparable period of 2008.    Income from operations was $4.9 million compared to $12.5 million in the same period of last year.  Interest expense for 2009 rose 9.8 percent from a year ago to $1.0 million.  Full year net income was $1.9 million, or $0.10 per diluted share, compared to $6.9 million, or $0.38 per diluted share, for 2008.  The effective tax rate for 2009 was 51.6 percent compared to 40.1 percent for 2008.  2009 EBITDA* was $19.5 million, or 21.6 percent of revenues, compared to $26.4 million, or 30.4 percent of revenues, for 2008.

* 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, March 1, 2010, at 9:30 a.m. Eastern Time.  To participate in the conference call, dial 480-629-9819 a few 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 15, 2010.  To access the replay, dial 303-590-3030 using a pass code of 4216113#.

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 Calgary, Alberta, is one of the leading providers of seismic data acquisition services throughout the continental United States and Canada.

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

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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.  We undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

TGC Industries, Inc.

Consolidated Statements of Operations

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TGC Industries, Inc.

Condensed Consolidated Balance Sheets

TGC INDUSTRIES, INC.

Reconciliation of EBITDA to Net Income (Loss)

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