TGC INDUSTRIES, INC.

101 E. Park Blvd., Suite 955

Plano, Texas 75074

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held December 16, 2011June 5, 2012

To Shareholders of

TGC INDUSTRIES, INC.:

The annual meeting of the shareholders of TGC Industries, Inc. (the “Company”) will be held at the Company’s principal executive offices located at 101 East Park Boulevard, Suite 955, Plano, Texas 75074,University Club, 1 West 54th Street, New York, New York 10019, on December 16, 2011,June 5, 2012, at 10:00 a.m. local time,(Eastern Daylight Saving Time), for the following purposes:

1.                                       To elect six directors to serve until the next annual meeting of shareholders and until their respective successors shall be elected and qualified;

2.                                       To cast an advisory vote on executive compensation;

3.To cast an advisory vote on the frequency of advisory votes on executive compensation;

4.To ratify the selection of Lane Gorman Trubitt, L.L.P.PLLC as the Company’s Independent Registered Public Accounting Firm; and

3.5.                                       To transact such other business as may properly come before the annual meeting and any adjournment thereof.

Information regarding matters to be acted upon at thisthe annual meeting is contained in the accompanying Proxy Statement.  Only shareholders of record at the close of business on November 8, 2011,April 9, 2012, are entitled to notice of and to vote at the annual meeting and any adjournment thereof.

All shareholders are cordially invited to attend the annual meeting.  Whether or not you plan to attend, please complete, sign, and return promptly the enclosed proxy in the accompanying addressed envelope for which postage is prepaid.  You may revoke the proxy at any time before the commencement of the annual meeting.

Plano, Texas

November 18, 2011

IMPORTANT

IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING.

SOLICITATION OF PROXIES

This Proxy Statement is furnished to shareholders in connection with the solicitation of proxies by the Board of Directors of TGC Industries, Inc. (the “Company” or “TGC”) for the Annual Meeting of Shareholders to be held at the Company’s principal executive offices located at 101 East Park Boulevard, Suite 955, Plano, Texas 75074,University Club, 1 West 54th Street, New York, New York 10019, on December 16, 2011,June 5, 2012, at 10:00 a.m. local time,(Eastern Daylight Saving Time), and at any adjournment thereof, for the purpose of submitting to a vote of the shareholders the actions and proposals set forth in this Proxy Statement.  The Notice of Meeting, the form of Proxy, and this Proxy Statement are being mailed to the Company’s shareholders on or about November 18, 2011.April 27, 2012.

Although solicitation (the total expense of which will be borne by the Company) is to be made primarily through the mail, the Company’s officers and employees and those of its transfer agent may solicit proxies personally, by telephone, facsimile, electronic mail or other forms of communication, but in such event no additional compensation will be paid by the Company for such solicitation.  Further, brokerage firms, fiduciaries, and others may be requested to forward solicitation material regarding the annual meeting to beneficial owners of the Company’s common stock, par value $.01 per share (the “Common Stock”), and in such event the Company will reimburse them for all reasonable out-of-pocket expenses so incurred.

A copy of the Annual Report to shareholders of the Company for its fiscal year ended December 31, 2010,2011, is being mailed with this Proxy Statement to all such shareholders entitled to vote, but does not form any part of the information for solicitation of proxies.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders

to be Held on December 16, 2011June 5, 2012

This Proxy Statement, the accompanying proxy card, and the Company’s 20102011 Annual Report to Shareholders are available at www.tgcseismic.com/proxy.

RECORD DATE AND VOTING SECURITIES

The Board of Directors of the Company has fixed the close of business on November 8, 2011April 9, 2012 (the “Record Date”) as the date for determination of shareholders entitled to notice of and to vote at the annual meeting.  As of the Record Date, there were 19,258,15919,411,816 shares of Common Stock outstanding.

The Company’s Restated Articles of Incorporation authorize 25,000,000 shares of Common Stock.  In voting on all matters expected to come before the annual meeting, a shareholder will be entitled to one vote, in person or by proxy, for each share of Common Stock held in his, her, or its name on the Record Date.  The Company’s Restated Articles of Incorporation prohibit cumulative voting.

ACTION TO BE TAKEN AND VOTE REQUIRED

Action will be taken at the annual meeting to:  (1) elect six members to the Board of Directors; (2) cast an advisory vote on executive compensation; (3) cast an advisory vote on the frequency of advisory votes on executive compensation; (4) ratify the selection of Lane Gorman Trubitt, L.L.P.PLLC as the Company’s Independent Registered Public Accounting Firm; and (3)(5) transact such other business as may properly come before the annual meeting and any adjournment thereof.  Each proxy will be voted in accordance with the directions specified thereon and otherwise in accordance with the judgment of the persons designated as proxies.  Any proxy that is validly executed but on which no directions are specified will be voted forvoted:  (i) FOR the election of the six nominees for directors, (ii) FOR the approval, on an advisory basis, of the compensation of the Company’s named herein,executive officers, (iii) FOR a frequency of one year for future advisory votes on executive compensation; and (iv) FOR the ratification of the selection ofLane Gorman Trubitt, PLLC as the Company’s Independent Registered Public Accounting Firm, and otherwise in accordance with the judgment of the persons designated as proxies.Firm.  Any person executing the enclosed proxy may nevertheless revoke it at any time prior to the actual voting thereof by filing with the Secretary of the Company either a written instrument expressly revoking it or a duly executed proxy bearing a later date.  Furthermore, such person may nevertheless elect to attend the annual meeting and vote in person in which event the proxy will be revoked.

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Shareholders elect the nominated directors by a plurality of the votes cast at the Annual Meeting.annual meeting.  This means that, with regard to Proposal No. 1, the shareholders will elect the six persons receiving the highest number of “for” votes at the Annual Meeting.annual meeting. The affirmative vote of the holders of a majority of the sharesvotes cast will constitute approval of Common Stock present, in person or by proxy, and entitled to vote at the Annual Meeting is required to approve Proposal No. 2.all other proposals.  Abstentions are voted as “shares present” at the Annual Meetingannual meeting for purposes of determining whether a quorum exists.  In the election of the directors, votes withheld will have no effect on the outcome of the vote.  Abstentions will have the effect of a vote against Proposal No. 2,all other proposals.  Broker non-votes on any matter, as to which the broker has indicated on the proxy that it does not have discretionary authority to vote, will be treated as shares not entitled to vote with respect to that matter.  However, such shares will be considered present and broker non-votes will not be counted and will not affect the outcome of the vote.entitled to vote for quorum purposes so long as they are entitled to vote on other matters.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Six directors are to be elected at the Annual Meeting of Shareholdersannual meeting to comprise the entire membership of the Company’s Board of Directors.  Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees shown below to serve until the next annual meeting of shareholders and until their respective successors shall be elected and qualified.  The Company’s Board of Directors is currently comprised of six members.  The nominees for election were recommended to the Board of Directors by a majority of the independent directors of the Board.

Although it is not contemplated that any nominee will be unable to serve as a director, in such event, the proxies will be voted by the holders thereof for such other person as may be designated by the current Board of Directors.  The management of the Company has no reason to believe that any of the nominees will be unable or unwilling to serve if elected to office, and to the knowledge of management the nominees intend to serve the entire term for which election is sought.

Mr. Wayne A. Whitener, the Company’s President and Chief Executive Officer, is the only executive officer of the Company who is a nominee as set forth below.  There are no family relationships by blood, marriage, or adoption between any director, executive officer, or any person nominated or chosen by the Company to become an executive officer or a director.  The information set forth below with respect to each of the nominees has been furnished by each respective nominee.

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The Company’s Board of Directors recommends that you vote FOR all of the nominees listed above.

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EXECUTIVE OFFICERS

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 the Record Date 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 the Record Date by each of the Company’s directors, nominees for director, named executive officers, 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 the Record Date there were 19,258,15919,411,816 shares of Common Stock outstanding.

The following tabulation also includes Common Stock covered by options granted under the Company’s 2006 Stock Awards Plan, which options are collectively referred to as “Stock Options.”  The Stock Options have no voting or dividend rights.

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* 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.

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(6)                                  InformationRoyce & Associates, LLC (“Royce”) filed a Schedule 13G/A on January 23, 2012, reporting that Royce owns and has sole voting and dispositive power over 1,650,617 shares of Common Stock.  All information presented above relating to Royce is based solely on athe Schedule 13F filed with the Securities and Exchange Commission on August 9, 2011.13G/A.

(7)                                  InformationAmeriprise Financial, Inc. (“Ameriprise”) and Columbia Management Investment Advisers, LLC (“Columbia”) filed a Schedule 13G on February 13, 2012, reporting that Ameriprise and Columbia own and have shared voting and dispositive power over 978,024 shares of Common Stock.  All information presented above relating to Ameriprise and Columbia is based solely on the Schedule 13G.

(8)Paradigm Capital Management, Inc. (“Paradigm”) filed a Schedule 13F filed with13G on February 13, 2012, reporting that Paradigm owns and has sole voting and dispositive power over 992,850 shares of Common Stock.  All information presented above relating to Paradigm is based solely on the Securities and Exchange Commission on August 12, 2011.Schedule 13G.

Depositories such as The Depository Trust Company (Cede & Company) as of the Record Date held, in the aggregate, more than 5% of the then outstanding Common Stock voting shares.Stock.  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.  TheExcluding Royce, Ameriprise, Columbia and Paradigm, the Company has no reason to believe that any of such beneficial owners hold more than 5% of the Company’s outstanding voting securities.

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 officers, and persons who own more than 10% of the Common Stock, to file with the Securities and Exchange CommissionSEC 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.year.

BOARD OF DIRECTORS

Board Leadership Structure

As a smaller reporting company, even prior to the negative impact on our business from the recessionThe Company has in the United States and the worldwide financial crises of the past three years, we have made an effort to haveplace a cost-effective, yet constructive and efficient, leadership structure.  The Board of Directors has not appointed a Chairman of the Board, but has designated Dr. McInnes as the Company’s presiding, or lead, independent director, who works with our President and Chief Executive Officer to manage our business operations.  We believe that this leadership structure has been effective and fits our history, culture, size, and operating characteristics and areis therefore in the long-range best interests of our shareholders.

Further, we have concluded that four independent directors, representing a majority of our Board of Directors, is appropriate given the size of our business, and enables the Company to obtain the benefits of diverse expertise, skill sets, and backgrounds for proper governance of the Company.  In addition, to be cost effective, the Company has only four committees, one of which is an Audit Committee comprised solely of independent directors.  Our Audit Committee Charter is available at www.tgcseismic.com.  Matters relating to other governance issues including, but not limited to, nominating directors, are managed by the Board of Directors.  This structure enables effective communication among the directors by utilizing their participation in all of the critical areas of governance, including risk oversight and interaction with management.

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The Company does not have a standing Nominating Committee, and nominations for directors are made by the Company’s independent directors.  The Board of Directors believes that, considering the size of the Company and the Board of Directors, nominating decisions can be made effectively on a case-by-case basis by the Board of Directors.independent directors.

In carrying out the functions of a Nominating Committee, the Board of Directors doesindependent directors do not rely on a Nominating Committee Charter.  The independent directors of the Company utilize the following criteria as guidelines in considering nominations to the Company’s Board of Directors. The criteria include:

·                  personal characteristics, including such matters as integrity, age, education, diversity of background and experience, and absence of potential conflicts of interest with the Company or its operations;

·                  the availability and willingness to devote sufficient time to the duties of a director of the Company;

·                  experience in corporate management, such as serving as an officer or former officer of a publicly held company;

·                  experience in the Company’s industry and with relevant social policy concerns;

·                  experience as a board member of another publicly held company;

·                  academic expertise in an area of the Company’s operations; and

·                  practical and mature business judgment.

The criteria are not exhaustive and the independent directors and the Board of Directors may consider other qualifications and attributes whichthat they believe are appropriate in evaluating the ability of an individual to serve as a member of the Board of Directors. The independent directors’ goal is to assemble a Board of Directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. In order to ensure that the Board consists of members with a variety of perspectives and skills, the independent directors have not set any minimum qualifications and also consider candidates with appropriate non-business backgrounds. Other than ensuring that at least one member of the Board is a financial expert and that the overall composition of the Board meets all applicable independence requirements, the independent directors do not require individual directors to possess any specific skills.skills, although the independent directors do consider the criteria set forth above in considering nominations to the Board of Directors.  Instead, the independent directors evaluate potential nominees based on the contribution such nominee’s background and skills could have upon the overall functioning of the Board.

Acting in the capacity of a Nominating Committee, the Board of Directors hasindependent directors have not adopted any policy with regard to the consideration of director candidates recommended by security holders for the reason that such a policy is deemed unnecessary since at no time in the history of the Company has any such recommendation ever been received from any of the Company’s security holders.

During the fiscal year ended December 31, 2010,2011, the Board of Directors held three28 special meetings in addition to its regular meeting.  The majority of these meeting related to the entry into and subsequent termination of a material definitive agreement, and is fully discussed in Note N in the 2011 Annual Report to Shareholders.  All of the directors listed herein attended 75% or more of the total meetings of the Board and of the committees on which they serve.serve during 2011.

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As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States of America. That is the responsibility of management and the Company’s independent accountants. In giving our recommendation to the Board of Directors, we have relied on:  (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles; and (ii) the report of the Company’s independent accountants with respect to such financial statements.

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.PLLC (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 20102011 and 2009,2010, 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, 20102011 and 2009,2010, 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.

(4)Other fees consist of fees for professional services rendered for the Company’s entry into and subsequent termination of a material definitive agreement.

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, 20102011 and 2009.2010.

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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, 2010,2011, were compatible with maintaining the independence of such accountants.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation

SinceFrom October 16, 2007 to March 5, 2012, the members of the Compensation Committee have beenwere Dr. McInnes, Mr. Gardner, Mr. Flynn, and Ms. Hurtt.  On March 5, 2012, Mr. Gardner stepped down from the Compensation Committee.  The responsibilities of the Compensation Committee include establishing and implementing the Company’s overall executive compensation philosophy.  Throughout this proxy statement,Proxy Statement, the individuals who served as the Company’s Chief Executive Officer, Executive Vice President, and Vice President, Chief Financial Officer, Secretary, and Treasurer during 2010,2011, included in the Summary Compensation Table, are referred to as the “named executive officers.”

Compensation Philosophy and Objectives

The primary objectives of our compensation policy are to build shareholder value and recognize the contributions each executive makes to the Company’s success.  In setting compensation levels, the Compensation Committee has established the following compensation philosophy and objectives for the Company’s executive officers:

·                  Align the interests of executives, including the Company’s executive officers, with those of the shareholders. The Compensation Committee believes it is appropriate to tie a portion of executive compensation to the value of the Common Stock in order to more closely align the interests of executive officers with the interests of the shareholders. The Compensation Committee also believes that executives should have a meaningful ownership interest in the Company and has established and regularly reviews executive stock ownership.

·                  Have a significant portion of pay that is performance-based. The Company expects superior performance. The Company’s executive compensation programs are designed to reward executives based on performance.  The Compensation Committee believes that compensation paid to executives should closely align their performance with the performance of the Company on both a short-term and long-term basis.

·                  Provide competitive compensation. The Company’s executive compensation programs are designed to attract, retain, and motivate highly qualified executives critical to achieving the Company’s strategic objectives and building shareholder value.

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The Compensation Committee uses a variety of compensation elements to reach its compensation objectives, including current salary, bonus opportunity, and long term equity-based incentives, all of which are discussed in detail below.  Specifically, the Compensation Committee believes that executive compensation should include the following three components:

·                  Annual Base Salary.  The Company’s objectives are to target annual base salary at the median level and to make itthat is competitive, when taken in conjunction with the other compensatory elements, to attract and retain executives.  Based upon the Compensation Committee’s general knowledge of base salary ranges in our industry, we believe our base salaries are competitive.

·                  Annual Cash Bonus Opportunity.  The Company uses annual cash bonuses to reward executives for the roles they play in the achievement of annual Company profitability.

·                  Long-Term Equity-Based Incentives.  The Company utilizes stock-related plans including options and stock grants as long-term equity-based incentives to foster a long-term view of what is in the best interests of the Company and its shareholders by better aligning the interests of the executives with those of the shareholders.

The Compensation Committee reviews and approves, on an annual basis, annual compensation for executive officers, which compensation consists of base salary and bonus (discussed below).  The Compensation Committee may request additional information and analysis and ultimately determines in its discretion whether to approve any recommended changes in compensation.

Annual Base Salary

The Company pays its executive officers a base salary to remain competitive in the market.  The base salaries are less performance-based than the annual cash bonuses and long-term equity-based incentives.  During 2010,2011, the base salaries of Messrs. Whitener, Winn and Brata were increased to make them competitive in the market.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Disclosure and Analysis with management of the Company.  Based on the review and discussions referred to in the preceding sentence, the Compensation Committee has recommended to the Board of Directors that the Compensation Disclosure and Analysis be included in the Proxy Statement.

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All Other Compensation

The following table describes each component of column (i)(f) of the Summary Compensation Table.

Grants of Plan-Based Awards

During 2009 and 2010,The following table presents grants of equity awards during the Company did notfiscal year ended December 31, 2011:

(1)The grant any Stock Options ordate fair value of stock awards to anyis based on the mean of its named executive officers.

17the opening and closing share price on date of grant.