**EXHIBIT 3.3**

 

**Amendment to Bylaws**

**of**

**TGC Industries, Inc.**

(as amended November 30, 2007)

 

Pursuant to Article 7.c.of the Corporation’s Articles of Incorporation (as amended) and Section 8:11of the Corporation’s Bylaws which permit the Bylaws to be amended by the Boardof Directors, Sections 6:1 and 6:8 of the Bylaws of the Corporation are herebyamended by deleting such sections entirely and replacing them with thefollowing:

 

“Sec. 6:1.  **Certificates**.  Every owner of shares of the Corporationshall be entitled to have a certificate certifying the number of shares ownedby such owner in the Corporation and designating the class of shares to whichsuch shares belong, which shall otherwise be in such form, in conformity tolaw, as the Board of Directors shall prescribe. Each certificate representing shares shall state upon the facethereof:  (a) that the Corporationis organized under the laws of the State of Texas; (b) the name of theperson to whom issued; (c) the number and class of shares and the designationof the series, if any, which such certificate represents; and (d) the parvalue of each share represented by such certificate or a statement that theshares are without par value.  Eachcertificate shall be signed by such officer or officers as the Board ofDirectors may prescribe, or, if not so prescribed, by the President or a VicePresident and the Secretary or an Assistant Secretary of the Corporation.  Any or all of the signatures on thecertificate may be facsimiles if the certificate is countersigned by a transferagent or registered by a registrar, either of which is other than theCorporation itself or an employee of the Corporation.  In case any officer who has signed or whosefacsimile signature has been placed upon such certificate has ceased to be suchofficer before such certificate is issued, it may be issued by the Corporationwith the same effect as if such person were such officer on the date of itsissuance.  However, notwithstanding whatis stated above, the Board of Directors may authorize the issuance of some orall of any or all classes or series of shares of the Corporation withoutcertificates in conformity with the applicable requirements of the TexasBusiness Corporation Act.  No authorizationof uncertificated shares shall affect previously issued and outstanding sharesrepresented by certificates until such certificates have been surrendered tothe Corporation.  Upon request, everyholder of uncertificated shares shall be entitled to receive a certificate.”

 

“Sec. 6:8.  **Transfer of Shares**.  Transfers of shares of the Corporation shallbe made only on the books of the Corporation, if such shares are certificated,by the surrender to the Corporation or its transfer agent of the certificatetherefore properly endorsed or accompanied by a written assignment or power ofattorney properly executed, with transfer stamps (if necessary) affixed, orupon proper instructions from the holder of uncertificated shares, in eachcase, with such proof of the authenticity of signature as the Corporation orits transfer agent may reasonably require.”

 

DATED to beeffective November 30, 2007.

 

 
|   | /s/    | Wayne A.  Whitener |
|--------|--------|--------------------|
|   |   | Wayne A.  Whitener |
|   |   | President and  CEO |
|        |        |                    |  |

 

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