December 16, 2014
Via EDGAR and Federal Express
Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Mail Stop 4561
Washington, D.C. 20549
Attn: H. Roger Schwall
Re: | TGC Industries, Inc. |
| Registration Statement on Form S-4 |
| Filed November 6, 2014 |
| File No. 333-199922 |
Dear Mr. Schwall:
In conjunction with the responses to the letter dated December 3, 2014, containing comments from the staff of the Securities and Exchange Commission (the “Staff”) relating to Amendment No. 1 to the Registration Statement on Form S-4 of TGC Industries, Inc. (“TGC”), TGC acknowledges that:
· TGC is responsible for the adequacy and accuracy of the disclosure in the filing;
· The Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and
· TGC may not assert the Staff’s comments as a defense in any proceedings initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.
Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: W. Scott Wallace at (214) 651-5587 or Matthew L. Fry at (214) 651-5443.
| TGC Industries, Inc. | |
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| By: | /s/ Wayne A. Whitener |
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| Wayne A. Whitener, |
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| Chief Executive Officer |
cc: | Wayne A. Whitener |
| TGC Industries, Inc. |
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| W. Scott Wallace |
| Haynes and Boone, LLP |
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| Matthew L. Fry |
| Haynes and Boone, LLP |
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| Wei Lu, Staff Accountant |
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| Paul Monsour, Staff Attorney |
