TGC INDUSTRIES, INC. Proxy Solicted on Behalf of the Board of Directors for the Annual Meeting of Shareholders, June 6, 1996 The undersigned hereby appoint(s) Allen T. McInnes, Robert J. Campbell, and William J. Barrett, or any of them, each with full power of substitution, as proxies, to vote all Common Stock in TGC Industries, Inc. which the under- signed would be entitled to vote on all matters which may come before the 1996 Annual Meeting of Shareholders of the Company and any adjournments thereof. THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. Please mark your /X/ votes as in this example. The Board of Directors recommends a vote FOR each of items 1 & 2: 1. ELECTION OF DIRECTORS: _____ FOR all nominees _____ Withhold authority Nominees: listed at right to vote for the Allen T. McInnes (except as marked nominees listed Robert J. Campbell to the contrary at right Wayne A. Whitener below William J. Barrett Herbert M. Gardner INSTRUCTIONS: To withhold authority to vote for any individual nominee, vote for all nominees and strike a line through the individual nominee's name listed at right. 2. RATIFICATION OF SELECTION OF GRANT THORNTON LLP AS ____ FOR ____ AGAINST ____ ABSTAIN INDEPENDENT AUDITORS: Returned proxy forms when properly executed will be voted: (1) as specified on the matter(s) listed above; (2) in accordance with the Directors' recommendations where a choice is not specified; and (3) in accordance with the judgment of the proxies on any matters that may properly come before the meeting. PLEASE COMPLETE, SIGN, DATE AND RETURN THE CARD PROMPTLY. Signature(s) _____________________________________ Date:________________ Note: Executors, trustees and others signing in a representative capacity should include their names and capacity in which they sign. PLEASE DATE AND SIGN AS SHOWN HERE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.