**EXHIBIT31.2**

 

**CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER**

 

I, Kenneth W.Uselton, certify that:

 

1.               I have reviewed this annual report on Form 10-Kof TGC Industries, Inc.;

 

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

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations, and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.               The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

 

b)             designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)              evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this annual report based onsuch evaluation; and

 

d)             disclosed in this annual report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.               The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize, and report financial information; and

 

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Date: March 14, 2008 | By:    |    /s/ Kenneth Uselton         |
|---------------------------|--------|-----------------------------------------------|
|                      |   | Kenneth Uselton                               |
|                      |   | Secretary and  Treasurer                      |
|                      |   | (Principal  Financial and Accounting Officer) |
|                           |        |                                               |  |

 

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