Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 1

(Mark One)

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

For the fiscal year ended December 31, 2010

Or

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

Commission File No. 033-19694

TGC Industries, Inc.

(Exact name of registrant as specified in its charter)

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

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was $39,980,263.

Number of shares of Common Stock outstanding as of April 13, 2011:  19,238,856.

Table of Contents

TGC Industries, Inc.

TABLE OF CONTENTS

i

Table of Contents

EXPLANATORY NOTE

TGC Industries, Inc. (the “Company,” “TGC,” “we” or “us”) is filing this Amendment No. 1 on Form 10-K/A (“Amended Report”) to its Annual Report on Form 10-K for the period ended December 31, 2010, which was filed with the Securities and Exchange Commission (“SEC”) on March 18, 2011 (“Original Report”), for the sole purpose of including disclosures under Part III, Items 10 through 14, of Form 10-K, which were not included in the Original Report. Our definitive proxy statement for our 2011 Annual Meeting of Stockholders will not be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2010; therefore, we are filing this Amended Report to provide the incorporated information within the required time period.

Except as described above, the Company has not modified or updated disclosures presented in the Original Report in this Amended Report. Accordingly, this Amended Report does not reflect events occurring after the filing of our Original Report or modify or update those disclosures, including the exhibits to the Original Report, affected by subsequent events. As such, our Original Report continues to speak as of March 18, 2011 (the date it was filed with the SEC). Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amended Report under Item 15 of Part IV hereof.

1

Table of Contents

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Board of Directors

Information concerning each member of TGC’s Board of Directors (the “Board”) is set forth below:

2

Table of Contents

3

Table of Contents

Executive Officers

Information concerning the executive officers of TGC, who do not serve on the Board, is set forth below:

Audit Committee

TGC’s Audit Committee is comprised of Dr. McInnes, Mr. Gardner, Mr. Flynn and Ms. Hurtt.  The purpose and functions of the Audit Committee are to: appoint or terminate the independent auditors; evaluate and determine compensation of the independent auditors; review the scope of the audit proposed by the independent auditors; review year-end financial statements prior to issuance; consult with the independent auditors on matters relating to internal financial controls and procedures; and make appropriate reports and recommendations to the Board.

The members of the Audit Committee are independent as defined in NASDAQ’s listing standards.  All members of the Audit Committee are financially literate and are able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. The Board has determined that Dr. McInnes qualifies as an “Audit Committee Financial Expert” as defined by applicable SEC rules, and his experience and background are described above.

The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls.  The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditors.  The Audit Committee has the authority and available funding to engage any independent legal counsel and any accounting or other expert advisors as necessary to carry out its duties.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of the Company’s common stock, par value $.01 per share (the “Common Stock”), to file with the SEC certain reports of beneficial ownership of Common Stock.  Based solely on copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all applicable Section 16(a) filing requirements were complied with by its directors, officers, and 10% shareholders during the last fiscal year, except that Ms. Hurtt filed on an untimely basis one Statement of Changes in Beneficial Ownership on Form 4 reporting a transfer of shares of Common Stock resulting from an inheritance.

4

Table of Contents

Code of Ethics

The Company has adopted a Code of Ethics that applies to the Company’s executive officers and directors, including the Company’s principal executive officer and principal financial and accounting officer.  A copy of the Code of Ethics may be obtained without charge by written request to the Company as follows:  TGC Industries, Inc., 101 Park Blvd., Suite 955, Plano, Texas 75074, Attn: James K. Brata, Secretary.

Item 11.  Executive Compensation.

Summary Compensation Table

The following table sets forth certain information concerning compensation for fiscal years 2010 and 2009 paid to the Company’s Chief Executive Officer and the Company’s other two most-highly compensated executive officers (collectively, the “Named Executive Officers”).

All Other Compensation

The following table describes each component of the “All Other Compensation” column of the Summary Compensation Table.

During 2009 and 2010, the Company did not grant any stock options or stock awards to any of the Named Executive Officers.

5

Table of Contents

Outstanding Equity Awards at Fiscal Year End

The following table provides information about the holdings of stock options and restricted stock by the Named Executive Officers at December 31, 2010.

(1)   All of such stock options will vest on October 24, 2011 if such Named Executive Officer remains an employee of the Company at that time.  In addition, all of such stock options will vest upon the effective date of a change in control of the Company.

(2)   All of such shares of restricted stock will vest on June 16, 2011 if such Named Executive Officer remains an employee of the Company at that time.  In addition, all of such restricted stock will vest upon the effective date of a change in control of the Company.

(3)          The market value is based on the December 31, 2010 closing price of $3.80 per share.

Director Compensation

For services performed in 2010, each outside director received fees of $54,000, consisting of $21,000 representing quarterly cash payments of $5,000 for the first and second quarters, and $5,500 for the third and fourth quarters, and $33,000 which was paid in cash in lieu of stock options.  In the past, outside directors received stock options as a portion of their compensation for service on the Board.  In 2010, the Company’s Stock Awards Committee failed to grant stock options to the outside directors, and the Board determined to issue an additional cash payment of $33,000 to each outside director instead.  In addition, through June 14, 2010, each outside director received $1,500 for each Board meeting attended and $750 for each committee meeting attended, respectively. Effective June 15, 2010, each outside director received $1,650 for each Board meeting attended and $825 for each committee meeting attended.  The Chairman of the Audit Committee received an additional $10,500.  Directors who are employees of the Company do not receive directors’ fees.

6

Table of Contents

The following table provides information about the compensation earned by the outside members of the Board during fiscal year 2010.

At December 31, 2010, our directors had options exercisable into the following numbers of shares: Mr. Barrett — 55,245 shares; Mr. Flynn — 55,245 shares, Mr. Gardner — 55,245 shares; Ms. Hurtt — 55,245 shares and Mr. McInnes —55,245 shares.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners And Management

The following tabulation sets forth the names of those persons who are known to the Company to be the beneficial owner(s) as of April 13, 2011 of more than five percent (5%) of the Common Stock.  Such tabulation also sets forth the number of shares of Common Stock beneficially owned as of April 13, 2011 by each of the Company’s directors, named executive officers, and nominees for director, and all directors and executive officers of the Company as a group.  Persons having direct beneficial ownership of Common Stock possess the sole voting and dispositive power in regard to such stock.  As of April 13, 2011 there were 19,238,856 shares of Common Stock outstanding.

The following tabulation also includes Common Stock covered by:  (i) options granted under the Company’s 1999 Stock Option Plan and options granted under the Company’s 2006 Stock Awards Plan, which options are collectively referred to as “Stock Options”; and (ii) restricted shares issued under the Company’s 2006 Stock Awards Plan, which shares are collectively referred to as “Restricted Stock.”  The Stock Options have no voting or dividend rights.  The Restricted Stock has full voting and dividend rights.  However, recipients of Restricted Stock will not possess dispositive power over such stock until the respective recipient has fulfilled the service requirements and the restrictions have been removed from such stock.

7

Table of Contents

8

Table of Contents

* Less than 1%

(1)           The percentage calculations have been made in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.  In making these calculations, shares of Common Stock beneficially owned by a person as a result of the ownership of certain Stock Options were deemed to be currently outstanding solely with respect to the holders of such Stock Options.

(2)           Includes the number of shares of Common Stock underlying Stock Options set forth opposite the person’s name in the following table, which shares are deemed to be beneficially owned for purposes hereof as a result of the ownership of Stock Options.

(3)           Includes 161,221 shares of Common Stock owned by William J. Barrett’s wife. Mr. Barrett has disclaimed beneficial ownership of these shares.

(4)           Includes 72,975 shares of Common Stock owned by Herbert M. Gardner’s wife.  Mr. Gardner has disclaimed beneficial ownership of these shares.

(5)           Includes 274,768 shares of Common Stock owned by Edward L. Flynn’s wife.  Mr. Flynn has disclaimed beneficial ownership of these shares.  Also includes 27,562 shares held by Flynn Meyer PSP&T #1.  Mr. Flynn has disclaimed beneficial ownership of these shares.

9

Table of Contents

(6)           Includes 11,025 shares of Restricted Stock issued to Mr. Brata on June 16, 2008.  These shares of Restricted Stock vested (i.e., the restrictions lapsed) 33% on June 16, 2009 and 33% on June 16, 2010, and the final 34% will vest on June 16, 2011, provided he remains employed by the Company.  Mr. Brata has full voting and dividend rights on all of his shares of Restricted Stock.

(7)           Information based solely on a Schedule 13G filed with the SEC on January 25, 2011.

(8)           Information based solely on a Schedule 13G filed with the SEC on February 9, 2011.

(9)           Information based solely on a Schedule 13G filed with the SEC on February 1, 2011.

(10)         Information based solely on a Schedule 13G filed with the SEC on February 11, 2011.

Depositories such as The Depository Trust Company (Cede & Company) as of April 13, 2011 held, in the aggregate, more than 5% of the then outstanding Common Stock voting shares.  The Company understands that such depositories hold such shares for the benefit of various participating brokers, banks, and other institutions which are entitled to vote such shares according to the instructions of the beneficial owners thereof.  The Company has no reason to believe that any of such beneficial owners hold more than 5% of the Company’s outstanding voting securities.

Equity Compensation Plan Information

The following table summarizes certain information regarding securities authorized for issuance under our 1999 Stock Option Plan and 2006 Stock Awards Plan.

Equity Compensation Plan Information

(1)  The Company’s 1999 Stock Option Plan expired in 2009.  All outstanding options under the 1999 Stock Option Plan expired, unexercised, during the year ended December 31, 2010.  As a result, no options were outstanding under the 1999 Stock Option Plan at December 31, 2010, and no additional options may be granted under the 1999 Stock Option Plan.  There are 2,171,835 shares available to be issued under the 2006 Stock Awards Plan.

10

Table of Contents

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Independence

The Board has determined that the following four directors have no material relationship with the Company that would interfere with the exercise of independent judgment and are “independent directors” as that term is defined in NASDAQ’s listing standards:  Allen T. McInnes, Herbert M. Gardner, Edward L. Flynn, and Stephanie P. Hurtt.

Transactions and Relationships Involving Our Directors and Executive Officers

The Company borrowed $2,602,075 from Rumson-Fair Haven Bank & Trust (the “Bank”) on January 18, 2008.  Messrs Barrett and Gardner, who serve as directors of the Company, also serve as directors of the Bank.  In addition, Mr. Barrett owns approximately 12% of the equity of the Bank, and Mr. Gardner owns approximately 2% of the equity of the Bank.  The loan has an interest rate of 6.35% and will mature on February 1, 2013.  As of April 13, 2011, the outstanding principal of the loan was $1,039,125.  During 2010, the Company paid $94,593 in interest and $507,444 in principal on the loan.  The Board believes that the terms of the loan are the same as would have resulted from arms-length negotiations with an unrelated third party.

Item 14.  Principal Accounting Fees and Services.

Audit and Non-Audit Fees

The following table presents the aggregate fees billed by the Company’s Independent Registered Public Accounting Firm, Lane Gorman Trubitt, L.L.P. (the “Independent Auditor”), for professional services rendered for the audits of our annual financial statements and audit-related fees, tax fees, and all other fees for the fiscal years ended December 31 of 2010 and 2009, as compiled on an invoice-date basis:

(1)      Audit fees for professional services rendered in connection with the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2010 and 2009, and the reviews of the financial statements included in the Company’s quarterly reports.

(2)      Audit-related fees are fees for benefit plan audits and various other assurance services.

(3)      Tax Fees consist of fees for professional services rendered to the Company for tax compliance.

The Audit Committee has the sole authority to authorize all audit and non-audit services to be provided by the Independent Auditor engaged to conduct the annual audit of the Company’s financial statements.  In addition, the Audit Committee has adopted pre-approval policies and procedures that are detailed as to each particular service to be provided by the Independent Auditor, and such policies and procedures do not permit the Audit Committee to delegate its responsibilities under the Securities Exchange Act of 1934, as amended, to management.  The Audit Committee pre-approved fees for all audit and non-audit services provided by the Independent Auditor during the fiscal years ended December 31, 2010 and 2009.

The Audit Committee has advised the Company that it has determined that the non-audit services rendered by the Company’s Independent Auditor during the year ended December 31, 2010, were compatible with maintaining the independence of such accountants.

11

Table of Contents

PART IV

Item 15.  Exhibits and Financial Statement Schedules.

(a)   The following documents are filed as a part of this report:

(1)          Financial Statements included in Item 8 above are filed as part of this annual report.

(2)          Financial Statement Schedules included in Item 8 herein:

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore, have been omitted.

(3)          Exhibits:  The information required by this Item 15(a)(3) is set forth in the Index to Exhibits accompanying this Amendment to Annual Report on Form 10-K.

12

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

13

Table of Contents

INDEX TO EXHIBITS

14

Table of Contents

* Previously filed on March 18, 2011 as an exhibit to our original Annual Report on Form 10-K.

** Filed herewith.

+ Management contract on compensatory plan, contract, or arrangement.

15

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Wayne A. Whitener, certify that:

1.        I have reviewed this annual report on Form 10-K/A of TGC Industries, Inc.;

2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

1

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James K. Brata, certify that:

1.        I have reviewed this annual report on Form 10-K /A of TGC Industries, Inc.;

2.        Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

1