The following items were
                                                        the subject of a Form
                                                        12b-25 and are included
                                                        herein: Items 6, 7, 7A,
                                                        and 8

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               FORM 10-K/A

(Mark One)
X    Annual  report  pursuant  to  Section  13  or  15(d) of the Securities
     Exchange Act of 1934 for the fiscal year ended December 31, 1999
     Transition report pursuant to Section 13 or 15(d)  of  the  Securities
     Exchange Act of 1934

                      COMMISSION FILE NUMBER 0-23383

                        OMNI ENERGY SERVICES CORP.
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            LOUISIANA                                        72-1395273
 (STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                          IDENTIFICATION  NO.)

  4500 N.E. EVANGELINE THRUWAY
       CARENCRO, LOUISIANA                                   70520
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)



   Registrant's telephone number, including area code:   (318) 896-6664

        Securities registered pursuant to Section 12(b) of the Act:

                                   None

        Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, $0.01 par value per share



     Indicate  by  check  mark  whether  the  registrant  (1) has filed all
reports  required  to  be  filed  by Section 13 or 15(d) of the  Securities
Exchange Act of 1934 during the preceding  12  months  (or for such shorter
period that the registrant was required to file such reports)  and  (2) has
been  subject  to  such filing requirements for the past  90  days.  Yes  X
No ____

     Indicate by check  mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K  is  not  contained  herein,  and  will  not  be
contained,  to  the  best  of  registrant's  knowledge, in definitive proxy
or information statements incorporated by reference  in  Part  III  of this
Form 10-K or any amendment to this Form 10-K. _________

     The  aggregate market value of the voting stock held by non-affiliates
of the Registrant at March 28, 2000 was approximately $ 12,084,363.

     The number of shares of the Registrant's common stock, $0.01 par value
per share, outstanding at March 28, 2000 was  15,979,505.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  Registrant's  Proxy  Statement  for its 2000 annual
meeting of shareholders have been incorporated by reference  into  Part III
of this Form 10-K.

<PAGE>
                        OMNI ENERGY SERVICES CORP.
                      ANNUAL REPORT ON FORM 10-K FOR
                  THE FISCAL YEAR ENDED DECEMBER 31, 1999

TABLE OF CONTENTS
                                                                            PAGE

PART II                                                                       11
        Item 6.          Selected Financial Data                              12
        Item 7.          Management's Discussion and Analysis of Financial
                         Condition and Results of Operations                  13
        Item 7A.         Quantitative and Qualitative Disclosures About
                         Market Risk                                          20
        Item 8.          Financial Statements and Supplementary Data          21

PART III                                                                      40
        Item 14.         Exhibits, Financial Statement Schedules and
                         Reports on Form 8-K                                  40

SIGNATURES                                                                   S-1

EXHIBIT INDEX                                                                E-1

<PAGE>


Item 6.  Selected Financial Data

     The selected financial data as of and for the years ended December 31,
1995  and  as of and for the 201-day period ended July 19, 1996 are derived
from the audited  financial statements of OGC.  The selected financial data
as of December 31,  1996, 1997, 1998, 1999 and for the 165-day period ended
December 31, 1996 and  the years ended December 31, 1997, 1998 and 1999 are
derived from the audited financial statements of the Company. The following
information should be read in conjunction with "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations"  and  the
financial statements and notes  thereto  included  elsewhere in this Annual
Report.

<TABLE>
<CAPTION>

                                               PREDECESSOR                                    SUCCESSOR
                                             ------------------    -----------------------------------------------------------
                                                       201-day        165-day
                                                       period         period
                                                        ended         ended        Year ended      Year ended      Year ended
                                                       July 19,    December 31,    December 31,    December 31,    December 31,
                                              1995       1996         1996            1997            1998            1999
                                            --------  --------       --------        --------        --------        --------
                                                   (In thousands, except share and per share  data)
<S>                                         <C>       <C>            <C>             <C>             <C>             <C>
Income Statement Data:
  Operating revenue                         $ 12,690  $  10,017      $ 10,942        $ 45,098        $ 62,085        $ 24,137
  Operating expense(1)                         8,704      6,814         8,114          33,592          48,464          27,039
                                            --------  ---------      --------        --------        --------        --------
  Gross profit                                 3,986      3,203         2,828          11,506          13,621          (2,902)
  General and administrative expenses          1,791        789         1,050           4,469          11,459          10,790
  Asset impairment and other charges             ---        ---           ---             ---           3,379            (336)
                                            --------  ---------      --------        --------        --------        --------

  Operating income (loss)                      2,195      2,414         1,778           7,037          (1,217)        (13,356)
  Interest expense(1)                            148        151           437           1,866           1,683           2,989
  Other expense (income), net                      7         (6)          (20)            (37)           (281)            150
                                            --------  ---------      --------        --------        --------        --------
  Income (loss) before income taxes            2,040      2,269         1,361           5,208          (2,619)        (16,495)
  Income tax expense (benefit)                   ---        ---           ---             327            (826)         (1,274)
                                            --------  ---------      --------        --------        --------        --------
  Income (loss) before minority interest       2,040      2,269         1,361           4,881          (1,793)        (15,221)
  Loss of minority interest                      ---        ---           ---             ---             (18)           (362)
                                            --------  ---------      --------        --------        --------        --------
  Income (loss) from continuing operations     2,040      2,269         1,361           4,881          (1,775)        (14,859)
  Income (loss) from discontinued operations     ---        ---           ---           1,054             (25)         (1,067)
  Loss from disposition of discontinued
    operations                                   ---        ---           ---             ---             ---         (11,012)
                                            --------  ---------      --------        --------        --------        --------
  Income (loss) before extraordinary item      2,040      2,269         1,361           5,935          (1,800)        (26,938)
  Extraordinary expense from early
    extinguishment of debt, net of tax           ---        ---           ---              84             ---             ---
                                            --------  ---------      --------        --------        --------        --------
  Net income (loss)                         $  2,040  $   2,269      $  1,361        $  5,851        $ (1,800)       $(26,938)
                                            --------  ---------      --------        --------        --------        --------

Basic earnings (loss) per common share:
  Continuing operations                     $  1,020  $1,134.50      $   0.13        $   0.38        $  (0.11)       $  (0.93)
  Discontinued operations                        ---        ---           ---            0.09            0.00           (0.76)
  Extraordinary item                             ---        ---           ---           (0.01)            ---             ---
                                            --------  ---------      --------        --------        --------        --------

  Net income (loss)                         $  1,020  $1,134.50      $   0.13        $   0.47        $  (0.11)       $  (1.69)

Diluted earnings (loss) per common share:
  Continuing operations                     $  1,020  $1,134.50      $   0.13        $   0.38        $  (0.11)       $  (0.93)
  Discontinued operations                        ---        ---           ---            0.09            0.00           (0.76)
                                            --------  ---------      --------        --------        --------        --------
  Extraordinary item                             ---        ---           ---           (0.01)            ---             ---

  Net income (loss)                         $  1,020  $1,134.50      $   0.13        $   0.46        $  (0.11)       $  (1.69)

Unaudited Pro Forma Data:
  Income before income taxes and
    extraordinary item, reported above      $  2,040  $   2,269      $  1,361        $  5,208
  Pro forma interest expense(2)                  ---        ---           ---             345
  Pro forma provision for income taxes(3)        816        908           475           1,945
                                            --------  ---------      --------        --------
  Pro forma net income                      $  1,224  $   1,361      $    886        $  2,918
                                            --------  ---------      --------        --------
  Pro forma net income per common share                                              $   0.25
                                                                                     ========
  Number of shares used in per share
    calculation (5):
  Basic                                            2          2        10,708          11,733          15,850          15,970
  Diluted                                          2          2        10,708          11,810          15,850          15,970
</TABLE>

<TABLE>
<CAPTION>





                                                               AS OF DECEMBER 31,
                                              1995      1996(4)     1997       1998       1999
                                            --------   --------   --------   --------   --------
                                                                (In thousands)
<S>                                         <C>        <C>        <C>        <C>        <C>
Balance Sheet Data:
  Total assets                              $ 5,429    $ 20,386   $ 73,579   $ 83,814   $ 48,114
  Long-term debt, less current maturities       341      10,574     13,745     13,895      8,371
</TABLE>
------------------------
(1) The  step-up  to  fair  value  of  the  assets   acquired  in  the  OGC
    Acquisition resulted in increased depreciation reported by the Company,
    which is included in operating expenses.   In  order to finance the OGC
    Acquisition,  the  Company  incurred  additional  indebtedness,   which
    resulted in additional interest expense.
(2) Reflects  an increase in interest expense as a result of the incurrence
    of indebtedness  to  finance  the  repurchase  of outstanding preferred
    units of OMNI Geophysical and the distribution to  the  members of OMNI
    Geophysical, as if such event had occurred on January 1, 1997.
(3) Each  of  OGC,  OMNI  Geophysical  and  American  Aviation  was  an   S
    corporation  or  a  limited liability company exempt from income tax at
    the entity level, and thus the historical financial statements prior to
    December  4,  1997 show  no  provision  for  income  taxes.   Effective
    December 4, 1997,  the  Company  became  subject to income taxes at the
    corporate level.  This pro forma adjustment  reflects  a  provision for
    income  taxes  on  the  Company's net income at a combined federal  and
    state tax rate of 40%.
(4) Includes  the stepped-up fair  value  of  the  assets  and  liabilities
    purchased in the OGC Acquisition.
(5) The weighted  average  number  of  shares  of  common  stock  for the
    Successor  periods  in  the  table  above,  excluding the years ended
    December  31,  1998  and  1999,  give  effect to the  Share  Exchange
    discussed in Item 1.


Item  7. Management's Discussion and Analysis of  Financial  Condition  and
Results of Operations

     Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results  of Operations contains certain "forward looking statements" within
the meaning  of  Section 27A of the Securities Act of 1933 (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange
Act"), which reflect  management's best judgment based on factors currently
known.  Actual results  could  differ  materially from those anticipated in
these "forward looking statements" as a  result  of  a  number  of factors,
including  but not limited to those discussed under the heading "Cautionary
Statements."  "Forward looking statements" provided by the Company pursuant
to the safe  harbor  established  by  the federal securities laws should be
evaluated in the context of these factors.

     This discussion and analysis should  be  read  in conjunction with the
Company's consolidated financial statements and notes thereto.

GENERAL

     DEMAND.   The  Company  receives its revenues from  customers  in  the
energy industry.  Demand for the Company's services is principally impacted
by conditions affecting geophysical companies engaged in the acquisition of
3-D seismic data.  The level of  activity  among  geophysical  companies is
primarily  influenced by the level of capital expenditures by oil  and  gas
companies for  seismic  data  acquisition  activities.  A number of factors
affect the decision of oil and gas companies to pursue the  acquisition  of
seismic  data, including (i) prevailing and expected oil and gas demand and
prices; (ii)  the  cost  of exploring for, producing and developing oil and
gas reserves; (iii) the discovery  rate  of  new oil and gas reserves; (iv)
the  availability  and  cost  of permits and consents  from  landowners  to
conduct  seismic  activity;  (v)  local  and  international  political  and
economic  conditions;  (vi)  governmental   regulations;   and   (vii)  the
availability  and  cost of capital.  The ability to finance the acquisition
of seismic data in the  absence  of  oil  and  gas  companies'  interest in
obtaining  the  information  is also a factor as some geophysical companies
will acquire seismic data on a speculative basis.

     Within  the  last  decade, improvements  in  drilling  and  production
techniques  and the acceptance  of  3-D  imaging  as  an  exploration  tool
resulted  in  significantly   increased  seismic  activity  throughout  the
Transition Zone.  Due to this increased  demand,  the  Company grew rapidly
during  1997  and in early 1998, completing six acquisitions  in  1997  and
three  acquisitions  in  1998.   In  addition,  the  Company  expanded  its
facilities  and equipment through early 1998 to meet current market demand.
Many of the acquisitions  and  new  facilities  and equipment acquired were
made through debt financing that had final maturities  in  1999  and  2000.
Substantially  all  of  the  Company's  assets  have been pledged to secure
existing debt. The additional capacity and related  increase  in work force
led to significant increases in operating expenses and selling, general and
administrative  expenses through the second quarter of 1998.  Beginning  in
mid-1998, seismic  activity  in  the  areas  in  which the Company operates
decreased substantially, resulting in corresponding  reductions  in  demand
for  the Company's services which adversely affected results of operations.
For the  years  ended  December  31, 1998 and 1999, the Company's operating
revenues and loss from continuing  operations  were  $62  million  and  $24
million, and $1.8 million and $14.9 million, respectively.

     The  Company curtailed its expansion strategy in the last half of 1998
in response  to  industry  conditions  and  the  short-term  outlook.    In
addition, in the third quarter of 1998, the Company's senior management and
Board  of  Directors  approved  a plan to reduce future operating costs and
improve  operating efficiencies (see  Note  8).   During  1999,  management
continued its efforts to adjust its operations to current market conditions
by downsizing its operations through closure of certain operating locations
and adopting  a  plan  to  discontinue  its aviation division (see Note 2).
During 1999, the Company requested and received  from  its  primary secured
creditors  reductions  in  principal  payments and extension of maturities,
initially until March 31, 2000 and subsequently  until  May  15,  2000.  In
addition,  as of December 31, 1999, the Company was not in compliance  with
certain financial  covenants  of  the  Company's long-term debt agreements.
The Company obtained waivers as of December  31,  1999  and through May 15,
2000.  Management is continuing to explore opportunities for  restructuring
its indebtedness  and alternative financing and capital opportunities.  See
Liquidity and Capital Resources.

     SEASONALITY AND  WEATHER  RISKS.  The Company's operations are subject
to seasonal variations in weather conditions and daylight hours.  Since the
Company's activities take place  outdoors,  on  average,  fewer  hours  are
worked per day and fewer holes are generally drilled or surveyed per day in
winter  months  than  in summer months, due to an increase in rainy, foggy,
and cold conditions and a decrease in daylight hours.

     DISCONTINUED OPERATIONS.  The Company maintains a fleet of at least 20
aircraft, aviation and  turbine engine inventories and miscellaneous flight
and other equipment used  in  providing aviation services to its customers.
During  1999,  the Company adopted  a  plan  to  discontinue  the  aviation
division.  Subsequent  to  December  31,  1999,  the Company entered into a
letter of intent to sell the aviation division and  utilized  the  proposed
purchase  price to record the net assets of the aviation division at  their
net realizable  value.  In addition, management accrued estimated operating
losses through the  estimated  disposal date, which is included in the loss
on disposition.  The parties subsequently agreed to terminate the letter of
intent.  The Company is actively  pursuing  the sale of the assets to other
interested companies.  The Company does not expect  that  the ultimate gain
or loss on disposition will be materially different from the  loss provided
for in 1999.

RESULTS OF OPERATIONS

     The  following discussion provides information related to the  results
of operations of the Company.

  YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                       YEAR ENDED             YEAR ENDED
                                                    DECEMBER 31, 1998      DECEMBER 31, 1999
                                                    -----------------      -----------------
<S>                                                      <C>                    <C>
Operating revenue                                        $ 62,085               $ 24,137
Operating expense                                          48,464                 27,039
                                                         --------               --------

Gross profit (loss)                                        13,621                 (2,902)
General and administrative expenses                        11,459                 10,790
Asset impairment and other charges                          3,379                   (336)
                                                         --------               --------

Operating loss                                             (1,217)               (13,356)
Interest expense                                            1,683                  2,989
Other income                                                  281                   (150)
                                                         --------               --------

Loss before income taxes                                   (2,619)               (16,495)
Income tax expense (benefit)                                 (826)                (1,274)
                                                         --------               --------

Loss before minority interest                              (1,793)               (15,221)
Loss of minority interest                                     (18)                  (362)
                                                         --------               --------

Loss from continuing operations                            (1,775)               (14,859)
Income (loss) from discontinued operations                    (25)                (1,067)
Loss on disposition of discontinued operations                  -                (11,012)
                                                         --------               --------
Net Loss                                                 $ (1,800)              $(26,938)
                                                         ========               ========
</TABLE>
     Operating revenues decreased 61%, or $38.0 million, from $62.1 million
to  $24.1  million  for  the  years  ended  December  31,  1998  and  1999,
respectively.  The decrease was due primarily to a depressed seismic market
throughout 1999.  As a result of  the  decline  in the seismic activity and
adverse  pricing  during  the  last  year,  drilling  and  survey  revenues
decreased $29.2 million and $7.6 million, respectively,  to  $19.5  million
and  $4.5 million, respectively for the year ended December 31, 1999.   The
revenues  of  the Company's South American joint venture increased 92% from
$1.2 million for  the  year ended December 31, 1998 to $2.3 million for the
year ended December 31, 1999.

     Operating expenses decreased 44%, or $21.5 million, from $48.5 million
in 1998 to $27.0 million  in  1999.  Declines in payroll costs and contract
services accounted for 53% of this  decrease  as  operating payroll expense
decreased  from  $21.8  million  to  $14.3  million  and contract  services
decreased  from $4.3 million to $0.5 million for the years  ended  December
31, 1998 and  1999,  respectively.   The  significant  decrease  in seismic
activity  has  resulted  in  a  corresponding  decrease  in  the  amount of
personnel employed by the Company, as the average number of field employees
has declined to 228 in 1999 compared to 388 in 1998.  Also, as a result  of
the lower activity levels in 1999 as compared to 1998, explosives and fuel,
repairs  and  maintenance  and field supply expenses decreased $9.9 million
from $14.8 million for the year ended December 31, 1998 to $4.9 million for
the year ended December 31,  1999.  Rental and lease expense decreased $0.6
million to $1.4 million for the year  ended  December  31,  1999  from $2.0
million for the year ended December 31, 1998 primarily due to decreases  in
vehicle leases resulted from the decrease in activity.

     Gross  profit  (loss)  decreased  $16.5  million,  or 121%, from $13.6
million to $(2.9 million) for the years ended December 31,  1998  and 1999,
respectively.   Gross profit (loss) margins fell from 22% to (12)% for  the
years ended December  31,  1998  and  1999,  respectively.  The variance is
attributable to substantially lower domestic revenues  from  the  Company's
Drilling  and  Survey segments, as well as a loss of $2.2 million from  the
Company's South American operations.

     General and  administrative  expenses  were  $11.5  million  for  1998
compared  to $10.8 million for 1999, a 6% decrease.  Payroll, payroll taxes
and insurance  expenses  decreased  $1.0  million from $5.7 million for the
year ended December 31, 1998 to $4.7 million  for  the  year ended December
31,  1999.   These  decreases  are  due  to the reduction in the  workforce
implemented by the Company due to the declines  in  the market environment.
The  Company  experienced  a  20%  decrease  in  advertising,   promotions,
professional   services  and  travel  and  entertainment  expenses  due  to
decreased activity  levels  from  $1.5 million to $1.2 million in the years
ended December 31, 1998 and 1999, respectively.   Supplies,  utilities  and
communications  expense  decreased  $0.3  million from $1.0 million to $0.7
million  for  the  years ended December 31, 1998  and  1999,  respectively.
However,  bad debt expense  increased  $1.4  million  to  $2.4  million  in
December 31, 1999.  Of this increase, $2.4 million is related to a customer
that is currently  in  bankruptcy  proceedings.  Due to additional cutbacks
implemented by the Company in December 1999 and during the first quarter of
2000,  the  Company estimates it will  achieve  an  additional  savings  in
general and administrative expenses of approximately $2.5 million from 1999
levels before consideration of bad debt provisions.

     During 1999,  based  on  the  sale of the steel marsh buggies held for
sale (see Note 6), the remaining buggies  were  revalued  by  $0.3 million.
The Company expects to dispose of the remaining buggies during 2000.

     Interest  expense  increased  $1.3 million from $1.7 million  to  $3.0
million for the years ended December  31,  1998 and 1999.  The increase was
primarily due to higher average levels of debt outstanding during 1999.

     Due to the losses in the years ended December  31,  1998 and 1999, the
Company  recorded an income tax benefit of $0.8 million and  $1.3  million,
respectively.

<TABLE>
<CAPTION>
                                                       YEAR ENDED             YEAR ENDED
                                                    DECEMBER 31, 1997      DECEMBER 31, 1998
                                                    -----------------      -----------------
<S>                                                       <C>                    <C>
Operating revenue                                         $ 45,098               $ 62,085
Operating expense                                           33,592                 48,464
                                                          --------               --------

Gross profit                                                11,506                 13,621
General and administrative expenses                          4,469                 11,459
Asset impairments and other charges                            ---                  3,379
                                                          --------               --------

Operating income                                             7,037                 (1,217)
Interest expense                                             1,866                  1,683
Other income                                                    37                    281
                                                          --------               --------
Income (loss) before income taxes                            5,208                 (2,619)
Income tax expense (benefit)                                   327                   (826)
                                                          --------               --------

Income (loss) before minority interest                       4,881                 (1,793)
Minority interest                                              ---                    (18)
                                                          --------               --------
Income (loss) from continuing operations                     4,881                 (1,775)
Income (loss) from discontinued operations                   1,054                    (25)
                                                          --------               --------

Income (loss) before extraordinary item                      5,935                 (1,800)
Extraordinary expense from early extinguishment of
  debt, net of tax                                              84                    ---
                                                          --------               --------
Net income (loss)                                         $  5,851               $ (1,800)
                                                          ========               ========

</TABLE>
     Operating revenues increased 38%, or $17.0 million, from $45.1 million
to  $62.1  million  for  the  years  ended  December  31,  1997  and  1998,
respectively.  This increase was due primarily to increased activity during
the first six  months  of  1998.   Operating  revenues  from  the Company's
drilling and survey divisions increased by $10.1 million and $8.0  million,
respectively,  as  compared  to  the  year  ended December 31, 1997.  Total
revenues for the year ended 1998 were $48.7 million  and  $12.1 million for
the  drilling  and  survey  divisions,  respectively.  The Company's  South
American joint venture, completed effective July 1, 1998, produced revenues
of $1.2 million.

     Operating expenses increased 44% to $48.5 million in  1998  from $33.6
million  in  1997.    Operating payroll increased 45%, or $6.8 million,  to
$21.8 million for the year  ended  December 31, 1998, due to a 42% increase
in the average number of employees, from 410 in the year ended December 31,
1997  to  581  in  the year ended December  31,  1998.   Contract  services
increased $3.0 million,  from  $1.3  million  to $4.3 million for the years
ended December 31, 1997 and 1998, respectively,  primarily due to increased
demand  for  surveyors  beyond  the survey division's  staff  capabilities.
Explosives expense increased $0.6  million  to  $4.3  million  for the year
ended  December  31,  1998 due to the increase in drilling jobs during  the
year.  Insurance expense  was  $1.3 million for the year ended December 31,
1998, compared to an expense of  $0.2  million  for the year ended December
31,  1997,  due  primarily  to  increases in the number  of  personnel  and
vehicles.  Repairs and maintenance  expense  increased  47% to $6.9 million
for  the year ended December 31, 1998, and, depreciation expense  increased
80% to  $3.6 million for the year ended December 31, 1998.  These increases
of  $2.2  million   and  $1.6  million  for  repairs  and  maintenance  and
depreciation, respectively,  are  a  result  of increases in the number and
utilization of drilling and support equipment.   Rentals  and lease expense
increased $0.8 million to $2.0 million for the year ended December 31, 1998
from  $1.2  million for the year ended December 31, 1997 primarily  due  to
increases in vehicle leases resulting from increased activity.

     Gross profit  increased  $2.1  million,  or 18%, from $11.5 million to
$13.6 million for the years ended December 31, 1997 and 1998, respectively.
Gross margins fell from 25% in 1997 to 22% in 1998,  as  a  result  of  the
rapid  growth  during  the  year  related  to  increases  in  personnel and
equipment  and  the  completion  of  nine acquisitions and a joint venture,
beginning in 1997.

     General and administrative expenses  increased  $7.0 million from $4.5
million in the December 31, 1997 year to $11.5 million  for  the year ended
December  31,  1998.   Increases  in  payroll,  payroll taxes and insurance
expenses accounted for 46% of this growth as these  expenses  increased  to
$5.7 million for the year ended December 31, 1998 from $2.5 million for the
year  ended December 31, 1997.  This increase is primarily due to increases
in executive  management and other personnel to meet the demands imposed by
the rapid growth  of  the  Company  in recent periods. Also, as a result of
heightened activity levels and of being  a  new public company, the Company
recognized  an  increase  of  $0.9  million  in  advertising,   promotions,
professional  services  and  travel  and  entertainment expenses from  $0.6
million  in  December  31,  1997  to $1.5 million  in  December  31,  1998.
Supplies, utilities and communications expenses increased $0.5 million from
$0.5 million to $1.0 million for the  years  ended  December  31,  1997 and
1998, respectively, for the same reasons.  Bad debt expense increased  $0.8
million  to  $1.0  million  in  December  31, 1998.  Of this increase, $0.6
million is related to the evaluation and subsequent recognition of bad debt
expense for certain accounts receivable in the third quarter of 1998.  As a
result of the acquisitions completed during  1997  and  1998,  amortization
expense increased $0.3 million, from $0.1 million to $0.4 million,  for the
years  ended  December  31, 1997 and 1998, respectively.  Taxes and license
expense was $0.2 million  in  1998, due to franchise taxes.  Because of the
status of OMNI Geophysical as an  L.L.C.,  there was no related expense for
1997.

     In response to recent market conditions  and  the resultant decline in
certain  asset  utilization  of the Company's equipment,  during  1998  the
Company  evaluated certain of its  assets  for  realizability.   The  asset
impairment  and  other charges relate to a $1.8 million provision for fixed
assets, primarily  nine drilling units which became impaired due to reduced
demand and environmental  factors which have restricted their future use; a
$1.3 million write-off of seismic  data held for sale which became impaired
due to recent price declines; and a  $0.6  million additional provision for
uncollectible accounts receivable.  In addition, in response to anticipated
future  market conditions, the Company's senior  management  and  Board  of
Directors  approved  a  plan  to  reduce future operating costs and improve
operating efficiencies.  The plan involved  several  factors  including the
restructuring  of  senior  management  and  the  closing and relocation  of
certain of its operational facilities. Accordingly, the Company recorded an
accrual of severance and lease exit costs of $0.3  million.  Future related
severance costs were charged against this reserve as  incurred.   The  $0.6
million  provision  for  uncollectible  accounts  receivable is reported in
general and administrative expenses and the remaining  charges are reported
as  asset  impairment  and  other charges in the accompanying  Consolidated
Statements of Income.

     Interest expense decreased  11%, or $0.2 million from $1.9 million for
the  year  ended December 31, 1997 to  $1.7  million  for  the  year  ended
December 31,  1998.   This decrease was due to lower average interest rates
on similar weighted average debt outstanding.

     Income tax expense was $0.3 million in 1997, compared to an income tax
benefit of $0.8 million in 1998.

LIQUIDITY AND CAPITAL RESOURCES


During 1998 and continuing into 1999, world-wide  oil  and  gas  prices and
related activity have hit new lows, on an inflation adjusted basis, for the
past  several decades, impacting the Company and its competitors.   Despite
the recent  resurgence  of  the  oil  and gas prices, the seismic market is
still in a depressed state due to the recent  fluctuations in the prices of
oil  and  gas  and the excess capacity of available  seismic  data  in  the
market.  This  volatile market has impacted the ability of the Company, its
customers, and others in the industry to change their forecasts and budgets
in response  to the  significant  fluctuations and future  uncertainties of
commodity pricing.  These fluctuations  can  rapidly  impact the  Company's
cash flows as  supply  and demand factors impact the  number  and  size  of
seismic projects available.

     In response,  the  Company  has  restructured  its  senior  management
compensation  plans,  reduced its workforce, sold its operation located  in
Thibodaux,  Louisiana and  adopted  a  plan  to  dispose  of  its  aviation
division.  The  Company  has also moved the equipment from its Canadian and
Victoria, Texas locations,  as  well as a portion of the equipment from its
South American operations, to its  main facility in Carencro, Louisiana and
has  reduced  operating  levels  to  a  minimum  in  South  America pending
improvements in market conditions.

     Despite these changes, the Company has  suffered recurring losses from
operations and has a net working  capital deficiency, including significant
current debt maturities, that raises substantial doubt about its ability to
continue as a going concern.  The terms of the Company's credit  facilities
with Hibernia  National  Bank (the "Hibernian  Facility") and the CIT Group
("CIT")  contain,  among  other  provisions,  requirements  for maintaining
defined levels of EBITDA,  working capital  and tangible net worth and cash
flow coverage.  Each agreement, including the Company's subordinated notes,
contain  cross-default  provisions  for  these covenants.   At December 31,
1999, the Company was in violation of certain of  its covenants under these
agreements.  The Company has received waivers from  Hibernia  and  CIT  via
amendments/waivers   which  waived  financial  covenant  violations  as  of
December  31,  1999  and through May 2000 and extend maturities through May
2000.  The Company does not have sufficient resources available to make the
required payments in May 2000 should the creditors require the  Company  to
repay  the amounts due upon their maturity.

     The Company is attempting to refinance its current creditor agreements
through a combination of new agreements with its current creditors or other
parties, which appropriately matches principal amortization  with  the cash
flow  capabilities  of  the  assets pledged.  In addition to attempting  to
refinance the outstanding amounts  due,  the  Company  is  evaluating other
capital  raising  alternatives,  including  additional  debt, the  sale  of
operating assets or divisions, and other alternatives.  In  this regard, on
April  7,  2000, the Company reached an agreement in principle  on  a  term
sheet which  outlines the following transaction.  The Company would acquire
the  common  stock  of  another  seismic  related company in return for the
issuance of shares of common stock of the Company and  the  issuance  of  a
new junior  convertible  preferred  stock. Contemporaneously therewith, the
Company  would  receive  a substantial amount  of cash  from  new investors
through the  issuance  of  additional  shares  of  its  senior  convertible
preferred stock.  The  Company's $7.5  million of  outstanding subordinated
debt  would be converted to  shares of  the newly issued junior convertible
preferred stock.  The final terms,  including  the  number  of  common  and
preferred shares to be  issued, the  terms of the preferred stock including
conversion futures, and the amount  of  cash  to  be  received, are subject
to the  completion  of negotiations between the parties  to  the term sheet
and the new investors.  In addition, final  completion  of this transaction
will  be  subject  to  Board  of  Directors  and shareholder approval.  The
Company  expects  to  restructure all or substantially all of its remaining
existing  indebtedness  in  connection with  this  transaction.  Management
believes  the  Company  will  be   able  to  successfully   complete  these
negotiations or obtain appropriate financing for its operations.   However,
there can be no assurances that the Company can complete their negotiations
or obtain appropriate  financing  for  its  operations.

     At December 31, 1999, the Company had approximately  $0.1  million  in
cash  compared  to  approximately  $3.3  million at December 31, 1998.  The
Company had working capital of approximately $(9.8) million at December 31,
1999, compared to approximately $22.2 million  at  December  31, 1998.  The
decrease   in  working  capital  is  due  to  lower  cash  levels  and  the
classification  of a significant portion of the Company's long-term debt to
current debt due  to  maturity  dates  in  May 2000 for certain agreements,
partially offset by decreases in accounts payable.

     Cash provided by (used in) operating activities was $(8.2) million and
$6.1 million in the years ended December 31,  1999  and 1998, respectively.
The Company's net loss was the single largest contributing factor in 1999.

     The Company's primary credit  facility is with Hibernia.  The Hibernia
Facility  provides  the Company with a  $6.1  million  term  loan,  a  $6.0
million revolving line of credit  to  finance  working capital requirements
and  a  $2.9  million  note  used  to  finance   capital  expenditures  and
acquisitions.  The loans under the Hibernia Facility bear interest at prime
plus 3%  and  have  a  final  maturity of May 15, 2000.  As of December 31,
1999, the Company had approximately $12.0  million  outstanding  under  the
Hibernia   Facility,  including  $1.9  million  attributable   to  revolver
indebtedness which is classified with the  net  amounts of the discontinued
operations.

     At December 31, 1999, the Company  also has approximately $4.4 million
in  other  loans  outstanding,  including  approximately  $3.0  million  in
outstanding  debt  pursuant to agreements with CIT,consisting of two asset-
based financing loans (the "CIT  Loans").   Of  the  principal  outstanding
under  the  CIT loans, approximately $2.4 million bears interest  at  LIBOR
plus 3.75%  and  matures  in  July  2001  with the remaining amount of $0.6
million  that  bears interest at LIBOR plus 3.0% and matures  in  September
2000.   In  accordance  with  amendments  to  these  agreements  signed  in
September 1999 and April 2000, principal payments aggregating approximately
$0.8  due were either  postponed  and/or  reduced  until  May 2000.

     In the year ended December 31, 1999, the Company privately placed $7.5
million  in  subordinated debentures with an affiliate of the Company.  The
proceeds were used for debt repayment and to fund operations.  $5.0 million
of the notes had  an interest rate of 12% and mature on March 1, 2004.  The
additional $2.5 million  of  notes  have  an  interest  rate of 12.5% until
December 31, 1999, at which time the rate increased by 0.5%  per  month not
to  exceed  20%.  This portion of the notes matures on March 1, 2005,  with
interest  payable  March   1  of  each  year.   In  connection  with  these
debentures, the Company issued  warrants to purchase up to 1,937,500 shares
of the Company's common stock at  an  exercise  price  of  $5.00, $3.00 and
$2.00  per  share  for 1,600,000 shares, 300,000 shares and 37,500  shares,
respectively.  The warrants  in  relation  to  the  1,600,000  shares  vest
equally  over   four  years  commencing  in  1999  until  2002,  unless the
debentures  are  paid in full, in which case, those warrants that have  not
become exercisable  will  become  void.   All  of  the warrants that become
exercisable will expire on March 1, 2004.  As for the  warrants in relation
to the remaining 337,500 shares, these vest immediately and expire on March
1, 2005.  The fair value of all warrants is included as paid-in-capital and
the  effective  interest  rate over the term of the debt, including  coupon
interest plus the amortized value of the warrants, is approximately 19%.

     In December, 1999  and  February 2000,  the Company received  from  an
affiliate of the Company $1,000,000 and $500,000, respectively,  related to
a preferred stock subscription agreement.  The terms of the preferred stock
to be issued  will contain an  8% cumulative dividend rate, be  convertible
into common  stock with an initial conversion  rate of $2.50, be redeemable
at  the  option  of  the  Company  at  par plus  unpaid  dividends, contain
liquidation  preferences and  contain voting  rights  only with  respect to
matters  that would  reduce  the  ranking of  the  stock  compared to other
classes of stock.   The  funds  were used for  debt  service  and  to  fund
operations.

     Historically,  the  Company's  capital  requirements   have  primarily
related  to  the purchase or fabrication of new seismic drilling  equipment
and related support  equipment and business acquisitions.  The Company made
capital expenditures of approximately $1.0 million to purchase or construct
new assets during the  year ended December 31, 1999, including $0.5 million
for drilling and support  equipment  used  in  conjunction  with  the South
American  project   and  $0.5  million  for  the  Company's new information
systems.

YEAR 2000 UPDATE

     By the end of 1999,  the Company completed its remediation and testing
of critical information technology  and non-information technology systems.
As  a  result  of  those efforts, the Company  experienced  no  significant
disruptions in those  systems and it is believed those systems successfully
responded to the year 2000 date change.  The Company expended appropriately
in connection with remediating its systems.  Management is not aware of any
material problems resulting  from  year 2000 issues, either with product or
service offerings, internal systems  or  the products and services of third
parties.   The  Company  will  continue to monitor  its  critical  computer
applications and those of its suppliers  and  vendors  throughout  the year
2000  to  ensure  that  any  latent  year  2000  matters that may arise are
addressed promptly.

CAUTIONARY STATEMENTS

     This  Annual  Report  contains  "forward-looking   statements."   Such
statements include, without limitation, statements regarding  the Company's
expectations  regarding  revenue  levels,  profitability  and  costs,   the
expected  results  of  the Company's business strategy, and other plans and
objectives  of  management   of  the  Company  for  future  operations  and
activities.

     Important factors that could cause actual results to differ materially
from the Company's expectations  include, without limitation, the Company's
dependence on activity in the oil  and  gas industry, risks associated with
the Company's rapid growth, dependence on  a  relatively  small  number  of
significant   customers,  seasonality  and  weather  risks,  the  hazardous
conditions and  difficult  terrain  in  which  the  Company operates, risks
associated with the Company's international expansion,  and  risks  arising
from  year  2000 information technology issues.  Many of these factors  are
beyond the control of the Company.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative  Instruments   and   Hedging   Activities,"   which  establishes
accounting  and  reporting  standards  that every derivative instrument  be
recorded in the balance sheet as either an asset or a liability measured at
its fair value.  In June 1999, the FASB  delayed  SFAS 133's effective date
by  one  year to fiscal years beginning after June 15,  2000  with  earlier
application  permitted.   The Company will adopt SFAS 133 effective January
1, 2001; however, adoption is not expected to have a material impact on its
financial position.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

     The Company is exposed  to  interest  rate  risk  due  to  changes  in
interest rates, primarily in the United States.  The Company's policy is to
manage  interest  rates  through  the  use  of  a  combination of fixed and
floating  rate  debt.  The Company currently does not  use  any  derivative
financial instruments  to  manage  its exposure to interest rate risk.  The
table below provides information, without  regard  to  certain  instruments
being  in  default  (see  Note  5,  6  and  7),  about the Company's future
maturities of principal for outstanding debt instruments  and fair value at
December 31, 1999.  All instruments described are non-traded instruments.

<TABLE>
<CAPTION>
Dollars in thousands             2000       2001       2002       2003       2004
                               --------   --------   --------   --------   --------
<S>                            <C>        <C>        <C>        <C>        <C>
Long-term debt
Fixed Rate                          236         44        ---        ---        ---
Average interest rate               7.5%       7.5%
Variable Rate                    10,418        992        150        ---        ---
Average interest rate              10.8%      10.8%       9.5%
Short-term debt
Fixed Rate                        1,104        ---        ---        ---        ---
Average interest rate               7.4%       ---        ---        ---        ---
Variable Rate                       ---        ---        ---        ---        ---
Average interest rate               ---        ---        ---        ---        ---
</TABLE>

FOREIGN CURRENCY RISKS

     The  Company's  transactions  are  in  U.S.  dollars.  Previously, the
Company did have one subsidiary which conducted its  operations in Canadian
dollars.  However, its operations were closed in July 1999.  Currently, the
South American joint venture transacts all of its activity in U.S. dollars.
However,  operations  in South America have been curtailed  pending  future
developments in that market.




<PAGE>
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements                             PAGE


Report of Independent Public Accountants................................21
Consolidated Balance Sheets as of December 31, 1998 and 1999............22
Consolidated Statements of Income for the Years Ended
     December 31, 1997, 1998 and 1999...................................24
Consolidated Statements of Changes in Equity for the
     Years Ended December 31, 1997, 1998 and 1999.......................25
Consolidated Statements of Cash Flow for the
     Years Ended December 31, 1997, 1998 and 1999.......................26
Notes to Financial Statements...........................................27




<PAGE>
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Shareholders and Board of Directors of OMNI Energy Services Corp.:

We have audited the accompanying consolidated balance sheets of OMNI Energy
Services Corp. and subsidiaries (a Louisiana corporation, the "Company") as
of December 31, 1998 and  1999,  and the related consolidated statements of
income, cash flows and changes in equity for each of the three years in the
period  ended  December  31,  1999.  These  financial  statements  are  the
responsibility  of the Company's  management.   Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

We conducted our  audits  in  accordance  with auditing standards generally
accepted in the United States.  Those standards  require  that  we plan and
perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
financial  statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as evaluating  the  overall  financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

In our  opinion, the financial statements referred to above present fairly,
in all material  respects,  the  financial position of OMNI Energy Services
Corp. and subsidiaries as of December  31, 1998 and 1999 and the results of
its operations and cash flows for each of  the  three  years  in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared assuming  that the
Company  will  continue as a going concern.  As discussed in Note 1 to  the
financial statements,  the  Company  has  suffered  recurring  losses  from
operations and has a net working capital deficiency, including  significant
current debt maturities, that raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are also described in Note 1.  The financial statements do not include  any
adjustments  relating to the recoverability and   classification  of  asset
carrying amounts or the amount and classification of liabilities that might
result  should the Company be unable to continue as a going concern.




                                                  ARTHUR ANDERSEN LLP



New Orleans, Louisiana,
April 7, 2000





<PAGE>
                        OMNI ENERGY SERVICES CORP.
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1998 AND 1999




<TABLE>
<CAPTION>
ASSETS

                                                             1998          1999
                                                          ----------    ----------
<S>                                                       <C>           <C>
                                                          (Thousands of Dollars)
CURRENT ASSETS:
   Cash and cash equivalents                              $    3,333    $      104
   Accounts receivable, net                                    7,406         3,011
   Deferred tax asset                                            851           ---
   Parts and supplies inventory                                4,400         2,438
   Prepaid expenses and other                                  3,067         2,601
   Net assets of discontinued operations                      19,625         1,160
                                                          ----------    ----------
     Total current assets                                     38,682         9,314
                                                          ----------    ----------


PROPERTY AND EQUIPMENT:
   Land                                                        1,209         1,209
   Building and improvements                                   5,326         5,047
   Drilling, field and support equipment                      28,110        27,776
   Shop equipment                                              1,140           698
   Office equipment                                            1,404         1,748
   Vehicles                                                    3,605         2,404
   Construction in progress                                      444           ---
                                                          ----------    ----------
                                                              41,238        38,882
   Less:  accumulated depreciation                             5,630         8,277
                                                          ----------    ----------
     Total property and equipment, net                        35,608        30,605

OTHER ASSETS:
   Goodwill, net                                               8,810         7,853
   Other                                                         714           342
                                                          ----------    ----------
     Total other assets                                        9,524         8,195
                                                          ----------    ----------
     Total assets                                         $   83,814    $   48,114
                                                          ----------    ----------
</TABLE>



The accompanying notes are an integral part of these consolidated
financial statements.




<PAGE>
                        OMNI ENERGY SERVICES CORP.
                        CONSOLIDATED BALANCE SHEETS
                        DECEMBER 31, 1998 AND 1999





<TABLE>
<CAPTION>

LIABILITIES AND EQUITY
                                                             1998          1999
                                                          ----------    ----------
<S>                                                       <C>           <C>
                                                          (Thousands of Dollars)
CURRENT LIABILITIES:
   Current maturities of long-term debt                   $    9,752    $   11,758
   Accounts payable                                            5,656         3,326
   Accrued expenses                                              933         2,076
   Due to affiliates and shareholders                            100           ---
   Line of credit                                                ---         1,949
                                                          ----------    ----------

     Total current liabilities                                16,441        19,109
                                                          ----------    ----------
LONG-TERM LIABILITIES:
   Long-term debt, less current maturities                    13,895         1,186
   Line of credit                                              4,315           ---
   Subordinated debt                                             ---         7,185
   Due to affiliate and shareholders                             900           ---
   Deferred taxes                                              2,092           ---
                                                          ----------    ----------

     Total long-term liabilities                              21,202         8,371
                                                          ----------    ----------

TOTAL LIABILITIES                                             37,643        27,480

MINORITY INTEREST                                                600           238

COMMITMENTS AND CONTINGENCIES
EQUITY:

    Common Stock, $.01 par value, 45,000,000 shares
     authorized; 15,958,627 and 15,979,505 issued and
     outstanding at December 31, 1998 and 1999,
     respectively                                                160           160
    Preferred Stock, $.01 par value, 5,000,000 shares
     authorized; none issued and outstanding                     ---           ---
    Preferred Stock Subscribed                                   ---         1,000
    Additional paid-in capital                                46,885        47,597
    Accumulated other comprehensive income                       (64)          (13)
    Accumulated deficit                                       (1,410)      (28,348)
                                                          ----------    ----------

     Total equity                                             45,571        20,396
                                                          ----------    ----------
     Total liabilities and equity                         $   83,814    $   48,114
                                                          ==========    ==========
</TABLE>



          The accompanying notes are an integral part of these consolidated
financial statements.



<PAGE>
                          OMNI ENERGY SERVICES CORP.
                       CONSOLIDATED STATEMENTS OF INCOME
             FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999

<TABLE>
<CAPTION>



                                                        1997             1998             1999
                                                    ------------     ------------     -----------
                                                    (Dollars in thousands, except per share data)
<S>                                                 <C>              <C>             <C>
Operating revenue                                   $    45,098      $    62,085     $    24,137

Operating expense                                        33,592           48,464          27,039
                                                    ------------     ------------     -----------


   Gross profit                                          11,506           13,621          (2,902)

General and administrative expense                        4,469           11,459          10,790

Asset impairment and other charges                          ---            3,379            (336)
                                                    ------------     ------------     -----------


   Operating income (loss)                                7,037           (1,217)        (13,356)

Interest expense                                          1,866            1,683           2,989

Other income (expense)                                       37              281            (150)
                                                    ------------     ------------     -----------


                                                         (1,829)          (1,402)         (3,139)
                                                    ------------     ------------     -----------


   Income (loss) before taxes                             5,208           (2,619)        (16,495)

Income tax expense (benefit)                                327             (826)         (1,274)
                                                    ------------     ------------     -----------


   Income (loss) before minority interest                 4,881           (1,793)        (15,221)

Loss of minority interest                                   ---              (18)           (362)
                                                    ------------     ------------     -----------


   Income (loss) from continuing operations               4,881           (1,775)        (14,859)

Income (loss) from discontinued operations                1,054              (25)         (1,067)
Loss on disposition of discontinued operations              ---              ---         (11,012)
                                                    ------------     ------------     -----------
   Income (loss) before extraordinary item                5,935           (1,800)        (26,938)
Extraordinary expense from early
   extinguishment of debt, net of tax                        84              ---             ---
                                                    ------------     ------------     -----------
   Net income (loss)                                $     5,851      $    (1,800)     $  (26,938)
                                                    ============     ============     ===========



Preferred dividend requirements                     $      (391)     $      ---       $     ---
                                                    ------------     ------------     -----------

Income (loss) applicable to common shares           $     5,460      $    (1,800)     $  (26,938)
                                                    ============     ============     ===========
Basic earnings (loss) per common share:
   Continuing operations                                   0.38      $     (0.11)     $    (0.93)

   Discontinued operations                                 0.09             0.00           (0.76)
   Extraordinary item                                     (0.01)             ---             ---
                                                    ------------      -----------     -----------


        Net income (loss)                           $      0.47       $    (0.11)     $    (1.69)
                                                    ============      ===========     -----------


Diluted earnings (loss) per common share:
        Continuing operations                              0.38            (0.11)          (0.93)
        Discontinued operations                            0.09             0.00           (0.76)
        Extraordinary item                                (0.01)             ---             ---
                                                    ------------      -----------     -----------


        Net income (loss)                           $      0.46       $    (0.11)     $    (1.69)
                                                    ============      ===========     ===========


UNAUDITED PRO FORMA DATA:
Income before taxes reported above                  $     5,208
Pro forma interest expense                                 (345)
                                                     -----------
Pro forma provision for income taxes related to
operations as a non-taxable corporate entity             (2,400)
                                                     -----------
Pro forma income from continuing operations          $    2,463
`
Pro forma income from continuing operations per      $      .21
common share                                         ===========


Pro forma weighted average common shares             11,810,016
                                                     -----------
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                          OMNI ENERGY SERVICES CORP.
                 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999
                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>




                   Preferred Stock                                                               Accumulated
                     Subscribed      Common Stock   Preferred Units   Common Units  Additional     Other
                   ---------------   ------------   ---------------   ------------   Paid-In    Comprehensive     Retained
                            Amount  Shares Amount   Units    Amount   Units  Amount  Capital       Income         Earnings  Total
                            ------  ------ ------   -----    ------   -----  ------  -------    -------------    ---------- -----
<S>                         <C>     <C>    <C>      <C>      <C>     <C>    <C>      <C>        <C>              <C>        <C>
BALANCE, December
31, 1996                     $---     $---   $---   $4,000    $4,000 $101,263  $1      $---        $---           $1,342    $5,343

Add-sale of common
 units                       ---      ---    ---     ---       ---     2,000  ---      78          ---              ---        78

 -sale of preferred
  units                      ---      ---    ---    1,000     1,000      ---  ---      ---         ---              ---     1,000

 -issuance of common
  units                      ---      ---    ---     ---       ---    10,213  ---    6,415         ---              ---     6,415
Deduct-contributions
 of undistributed
 retained earnings
 from OMNI due to
 change in tax
 status                      ---      ---    ---     ---       ---       ---  ---      302         ---             (302)      ---

 -distributions to
  common unit holders        ---      ---    ---     ---       ---       ---  ---      ---         ---           (5,930)   (5,930)

 -payment of preferred
  dividends                  ---      ---    ---     ---       ---       ---  ---      ---         ---            ( 571)     (571)

 -retirement of preferred
  units                      ---      ---    ---   (5,000)   (5,000)     ---  ---      ---         ---              ---    (5,000)
Share exchange               --- 12,000,000  120     ---       ---  (113,476) (1)     (119)        ---              ---       ---
Add-public offering of
 Shares                      ---  3,450,000   34     ---       ---       ---  ---   34,241         ---              ---    34,275
 -issuance of common
  shares for
  acquisitions               ---    276,282    3     ---       ---       ---  ---    3,037         ---              ---     3,040

 -deferred compensation
  expense                    ---      ---    ---     ---       ---       ---  ---       84         ---              ---        84
 -net income                 ---      ---    ---     ---       ---       ---  ---      ---         ---            5,851     5,851
                           -----    -----   ----   -----     -----    ------ ----   ------      ------          -------   -------
BALANCE, December
31, 1997                     --- 15,726,282  157     ---       ---       ---  ---   44,038         ---              390    44,585
Add-issuance of
 common shares for
 acquisitions and
 joint venture               ---    213,532    3     ---       ---       ---  ---    2,672         ---              ---     2,675

deferred compensation
  expense                    ---      ---    ---     ---       ---       ---  ---      144         ---              ---       144
 -stock options
  exercised                  ---     18,813  ---     ---       ---       ---  ---       42         ---              ---        42
Deduct-initial public
  offering costs             ---        ---  ---     ---       ---       ---  ---      (11)        ---              ---       (11)
Comprehensive income:
  -net loss                  ---        ---  ---     ---       ---       ---  ---       ---        ---           (1,800)   (1,800)
  -foreign currency
translation
adjustments                  ---        ---  ---     ---       ---       ---  ---                  (64)             ---       (64)
                           -----          -  ---   -----    ------    ------ ----          -        --           ------     -----

Total comprehensive
  income                     ---          -  ---     ---       ---       ---  ---          -       ---              ---    (1,864)
                           -----          -  ---   -----    ------    ------ ----          -     -------         ------    ------
BALANCE, December
31, 1998                     --- 15,958,627  160     ---       ---       ---  ---     46,885        64           (1,410)   45,571
Add-deferred
Compensation
  expense                    ---        ---  ---     ---       ---       ---  ---         92       ---              ---        92
  -stock option
  exercise                   ---         21  ---     ---       ---       ---  ---         47       ---              ---        47
  -detachable
  warrants                   ---        ---  ---     ---       ---       ---  ---        573       ---              ---       573

  -preferred stock         1,000        ---  ---     ---       ---       ---  ---        ---       ---              ---     1,000
Comprehensive income:
  - net loss                 ---        ---  ---     ---       ---       ---  ---        ---       ---          (26,938)  (26,938)
  - foreign currency
  translation
  adjustments                ---        ---  ---     ---       ---       ---  ---        ---        51              ---        51
                           ----- ---------- ----   -----    ------   ------- ----   --------    ------         --------    ------
Total comprehensive
income                       ---        ---  ---     ---       ---       ---  ---        ---        --          (26,938)  (26,887)
BALANCE, December
31, 1999                  $1,000 15,958,648 $160     ---       ---       ---  ---    $47,597     $ (13)        $(28,348)  $20,396
                          ====== ========== ====    ====    ======   ======= ====   ========    ======         ========   =======
</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


<PAGE>

                          OMNI ENERGY SERVICES CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED DECEMBER 31, 1997, 1998 AND 1999


<TABLE>
<CAPTION>



                                                          1997       1998       1999
                                                       ---------- --------- -----------
                                                          (Dollars in Thousands)
<S>                                                     <C>       <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                      $  5,851  $(1,800)  $(26,938)

 Adjustments to reconcile net income (loss) to net
 cash provided by (used in) operating activities-
 Loss on disposal of discontinued operations                ---       ---     11,012
 Depreciation                                             2,259     4,472      4,265
 Amortization                                               252       739        892
 Loss on fixed asset dispositions                            39       105        278
 Deferred compensation                                       84       144         92
 Provision for bad debts                                    151       995      2,338
 Minority interest                                          ---       (18)      (362)
 Interest expense on detachable warrants                    ---       ---        258
 Property, plant and equipment impairment charges           ---     1,473        ---
 Deferred taxes                                             179      (833)    (6,343)
Changes in operating assets and liabilities-
 Decrease (increase) in assets-
    Receivables - Trade                                 (4,340)     4,475        656
    Receivables - Other                                   (622)       734      1,683
    Inventory                                           (1,710)    (2,060)       193
    Prepaid expenses                                      (849)     1,195      1,179
    Other                                                 (661)      (532)     2,874
 Increase (decrease) in liabilities-
    Accounts payable and accrued expenses                 4,341    (2,471)      (171)
    Unearned revenue                                        ---      (638)       ---
    Due to affiliates and stockholders/members              (29)      100       (100)
                                                       ---------- --------- -----------
         Net cash provided by (used in) operating
         activities                                       4,945     6,080     (8,194)
                                                       ---------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash received                      (3,193)   (4,996)       ---
 Proceeds from disposal of fixed assets                     579     3,933      9,333
 Purchase of fixed assets                               (16,398)  (15,644)      (651)
                                                       ---------- --------- -----------
         Net cash provided by (used in) investing
         activities                                     (19,012)  (16,707)     8,682
                                                       ---------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of long-term debt                27,283    10,577      1,424
 Principal payments on long-term debt                   (26,268)   (9,643)   (12,768)
 Net borrowings/(payments) on line of credit             (2,116)    4,314       (880)
 Subordinated debt                                          ---       ---      7,500
 Proceeds from preferred stock subscription                 ---       ---      1,000
 Capital contributions                                    1,078       ---        ---
 Distributions to stockholders/members                   (6,501)      ---        ---
 Retirement of preferred units                           (5,000)      ---        ---
 Net proceeds from public offering
                                                         34,275       ---        ---
                                                       ---------- --------- -----------
         Net cash provided by (used in) financing
         activities                                      22,751     5,248     (3,724)
                                                       ---------- --------- -----------
   Effect of exchange rate changes in cash                  ---       (11)         7
NET INCREASE (DECREASE) IN CASH FROM OPERATIONS           8,684    (5,390)    (3,229)
CASH, at beginning of period                                 39     8,723      3,333
                                                       ---------- --------- -----------
CASH, at end of period                                 $  8,723   $ 3,333   $    104
                                                       ========== ========= ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
CASH PAID FOR INTEREST                                 $  1,771   $ 1,681   $  2,989
                                                       ========== ========= ===========
CASH PAID FOR TAXES                                    $          $ 2,395  $      --
                                                       ========== ========= ===========

</TABLE>

          The accompanying notes are an integral part of these consolidated
                                financial statements.




<PAGE>

                        OMNI ENERGY SERVICES CORP.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND PRINCIPLES OF CONSOLIDATION

OMNI Energy Services Corp., a Louisiana corporation, (the  "Company"),  was
formed  on  September  11,  1997.   On  December 4, 1997 the Company issued
12,000,000  shares  of  its  common  stock  in  exchange  for  all  of  the
outstanding common units of OMNI Geophysical,  L.L.C. ("OMNI"), and options
to purchase 118,018 shares of the Company's common  stock  were  issued  in
exchange   for  options  to  acquire  common  units  of  OMNI  (the  "Share
Exchange").   In December 1997, after completion of the Share Exchange, the
Company publicly offered for sale 3,450,000 shares of common stock.

OMNI was formed  in  1996  as  a Louisiana limited liability company.  OMNI
acquired  substantially  all  of  the   assets   and  liabilities  of  OMNI
Geophysical Corporation ("Predecessor") on July 19,  1996.  The acquisition
was  accounted for as a purchase with the assets acquired  and  liabilities
assumed  recorded  at  their  estimated fair values.  The purchase price of
approximately $13,300,000 was financed  through the sale of preferred units
for  $4,000,000,  the proceeds from a $7,000,000  asset-based  loan  and  a
$2,300,000 subordinated  note issued to Predecessor.  The allocation of the
purchase  price  to  the estimated  fair  values  of  assets  acquired  and
liabilities assumed resulted in goodwill of approximately $219,000 which is
being amortized over a 25-year period on a straight-line basis.

In connection with OMNI's  acquisition,  OMNI  issued 4,000 10%, cumulative
participating  preferred  units  and  1,000  15%, cumulative  participating
preferred units.  OMNI paid dividends of approximately  $180,000 on its 10%
cumulative participating preferred units in early 1997.   On  September 30,
1997,  OMNI redeemed the outstanding preferred units at a redemption  price
of $1,000  per  unit and paid the holders of the preferred units cumulative
unpaid dividends totaling approximately $391,000.

All material intercompany accounts and transactions have been eliminated in
these  financial  statements.    Certain   prior  year  amounts  have  been
reclassified to conform with current year financial statement presentation.

NATURE OF BUSINESS AND CURRENT OPERATING ENVIRONMENT

The  Company is an oilfield service company specializing  in  providing  an
integrated  range  of  on-shore  seismic  drilling  and  survey services to
geophysical    companies   operating   in   logistically   difficult    and
environmentally  sensitive  terrain  in the continental United States.  The
Company's primary market is the marsh,  swamp, shallow water and contiguous
dry land areas along the U.S. Gulf Coast (the "Transition Zone"), primarily
Louisiana and Texas, where the Company is  the  leading provider of seismic
drilling services.

The Company receives its revenues from customers  in  the  energy industry.
During 1998 and continuing into 1999, world-wide  oil  and  gas  prices and
related activity have hit new lows, on an inflation adjusted basis, for the
past  several decades, impacting the Company and its competitors.   Despite
the recent  resurgence  of  the  oil  and gas prices, the seismic market is
still in a depressed state due to the recent  fluctuations in the prices of
oil  and  gas and  the  excess  capacity  of  available seismic data in the
market.  This volatile market has impacted the  ability of the Company, its
customers and others in the industry to change  their forecasts and budgets
in  response  to  the  significant  fluctuation,  and future uncertainty of
commodity  pricing.   These  fluctuations  can rapidly impact the Company's
cash flows as supply and demand factors  impact  the  number  and  size  of
seismic  projects available.

The  Company  grew rapidly during 1997 and in early  1998,  completing  six
acquisitions in  1997  and  three  acquisitions  in 1998.  In addition, the
Company expanded its facilities and equipment to meet current market demand
through  early  1998.   Many  of the acquisitions and  new  facilities  and
equipment  acquired  were  made  through  debt  financing  that  had  final
maturities in 1999 and 2000.  Substantially  all  of  the  Company's assets
have  been  pledged  to  secure  existing debt.  The Company curtailed  its
expansion strategy in the last half  of  1998  in  response to the industry
conditions and short-term outlook.

In addition, in the third quarter of 1998, the Company's  senior management
and Board of Directors approved a plan to reduce future operating costs and
improve  operating  efficiencies  (see  Note  8).  During 1999,  management
continued its efforts to adjust its operations to current market conditions
by downsizing its operations through closure of certain operating locations
and adopting a plan to dispose of its aviation division (see Note 2).

Despite these changes,  the  Company  has  suffered  recurring  losses from
operations and has a net working capital deficiency, including  significant
current debt maturities, that raises substantial doubt about its ability to
continue as a going concern.  The terms of the  Company's  primary  secured
credit   (see   Note   5)   agreements  contain,   among  other provisions,
requirements for maintaining  defined levels  of  EBITDA,  working  capital
and tangible net worth and cash flow  coverage.   Each agreement, including
the  Company's  subordinated  notes  see  Note 7),  contains  cross-default
provisions for these  covenants.   At December 31, 1999, the Company was in
violation of certain of its covenants under these agreements.  The  Company
has received waivers from the creditors via amendments/waivers which waived
financial covenant violations as of December 31, 1999 and through May 2000.
Due  to current and anticipated  market  conditions  in  the near term, the
Company believes it will be in violation of these covenants after May 2000.
In  addition,  approximately  $13 million  will  be due in  May  2000.  The
Company does not have sufficient resources available to make  the  required
payments  in May 2000 should the creditors require the Company to repay the
amounts due.

The  Company  is  attempting  to refinance its current creditor  agreements
through a combination of new agreements with its current creditors or other
parties, which appropriately matches  principal  amortization with the cash
flow  capabilities  of the assets pledged.  In addition  to  attempting  to
refinance the outstanding  amounts  due,  the  Company  is evaluating other
capital  raising  alternatives,  including  additional debt,  the  sale  of
operating assets or divisions, and other alternatives.   In this regard, on
April 7, 2000, the Company signed a term sheet which outlines the following
transaction.  The Company would acquire the common stock of another seismic
related company in return for the issuance of shares of common stock of the
Company and the  issuance of  a  new  junior  convertible  preferred stock.
Contemporaneously therewith, the Company would receive a substantial amount
of cash from new investors through the issuance of additional shares of its
senior  convertible  preferred  stock.    The  Company's  $7.5  million  of
outstanding subordinated debt would be converted  to  shares  of  the newly
issued junior convertible preferred stock.  The final terms, including  the
number  of  common  and  preferred  shares  to  be issued, the terms of the
preferred stock including conversion futures, and  the amount of cash to be
received, are subject to the completion of negotiations between the parties
to the term sheet and the new investors.  In addition,  final completion of
this  transaction  will  be  subject to Board of Directors and  shareholder
approval.  The Company expects  to restructure all or substantially  all of
its  remaining  existing  indebtedness in connection with this transaction.
Management believes the Company will be able to successfully complete these
negotiations or obtain appropriate financing for its operations.   However,
there can be no assurances that the Company can complete their negotiations
or  obtain  appropriate  financing  for  its operations.


The accompanying financial statements have been prepared assuming  that the
Company will continue as a going concern.  The financial statements  do not
include  any  adjustments relating to the recoverability and classification
of asset carrying  amounts  or the amount and classification of liabilities
that might result should the  Company  be  unable  to  continue  as a going
concern.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles requires management to make estimates  and
assumptions that affect  the reported amounts of assets and liabilities and
the disclosures of contingent  assets  and  liabilities  at the date of the
financial  statements  and  the  reported  amounts of revenue and  expenses
during the reporting period.  The more significant  estimates include asset
impairment  reserves,  useful  lives  for  depreciation  and  amortization,
receivables   reserve   requirements,  loss  on  disposal  of  discontinued
operations and the realizability  of  deferred  tax assets.  Actual results
could differ from those estimates.

RECENT PRONOUNCEMENTS

In  June  1998, the Financial Accounting Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative   Instruments   and   Hedging   Activities,"  which  establishes
accounting  and  reporting standards that every  derivative  instrument  be
recorded in the balance sheet as either an asset or a liability measured at
its fair value.  In  June  1999, the FASB delayed SFAS 133's effective date
by one year to fiscal years  beginning  after  June  15,  2000 with earlier
application  permitted.  The Company will adopt SFAS 133 effective  January
1, 2001; however, adoption is not expected to have a material impact on its
financial position.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates  its  long-lived assets for financial impairment when
events or changes in circumstances  indicate  that  the  carrying amount of
such  assets  may  not  be  fully  recoverable.  The Company evaluates  the
recoverability of long-lived assets  not  held  for  sale  by measuring the
carrying  amount  of  the assets against the estimated undiscounted  future
cash flows associated with  them.   At  the  time such evaluations indicate
that the future undiscounted cash flows of certain  long-lived  assets  are
not  sufficient  to cover the carrying value of such assets, the assets are
adjusted to their estimated fair values.

REVENUE RECOGNITION

The Company recognizes revenues as services are rendered.  Revenue from the
Company's drilling  operations is recognized on a per hole basis.  Once the
Company has drilled and loaded a source point, revenue from the drilling of
such source point is recognized.  Similarly, revenue is recognized from the
Company's seismic survey operations either on a day rate or per mile basis.
Under  the  per mile basis,  revenue  is  recognized  when  the  source  or
receiving point is marked by one of the Company's survey crews.  Generally,
the Company invoices its customers twice a month.

CASH AND CASH EQUIVALENTS

The Company considers  investments  with an original maturity of 90 days or
less to be cash equivalents.  Due to  its  short-term nature the fair value
of cash and cash equivalents approximates its book value.

ACCOUNTS RECEIVABLE

Trade and other receivables are stated at net realizable value. The Company
grants short-term credit to its customers, primarily geophysical companies.

INVENTORIES

Inventories  consist  of  parts  and  supplies  used   for  drilling.   All
inventories are valued at lower of average cost or market.

PROPERTY AND EQUIPMENT

Property  and  equipment are stated at cost less accumulated  depreciation.
The Company provides  for  depreciation by charges to operations in amounts
estimated to allocate the cost  of  the  assets over their estimated useful
lives and salvage values as follows:

   ASSET CLASSIFICATION        USEFUL LIFE      SALVAGE VALUE
   --------------------        -----------      -------------
   Buildings and improvements    25 years            ---
   Drilling, field and support
   equipment                     5-10 years           10%
   Shop equipment                10 years            ---
   Office equipment              5 years             ---
   Vehicles                      4-5 years           ---

Additions to property and equipment and major replacements are capitalized.
Gains  and  losses  on  dispositions,  maintenance,   repairs   and   minor
replacements are reflected in current operations.  Drilling equipment which
is  fabricated  is  comprised  of direct and indirect costs incurred during
fabrication.    Costs  include  materials   and   labor   consumed   during
fabrication.  Interest is also capitalized during the fabrication period.

At December 31, 1999  and  1998,  the  Company had $610,221 and $274,500 in
assets held for sale, primarily steel marsh  buggies  that were revalued in
connection with the asset impairment charge recorded in  the  third quarter
of 1998 (See Note 8).  One of the steel marsh buggies was sold  during 1999
at  a  value  higher  than what was previously recorded and therefore,  the
remaining eight steel marsh  buggies  were  revalued  by  $335,721  to  the
balance  at  December  31,  1999.   The  Company  expects to dispose of the
remaining assets held for sale during 2000.

On March 31, 1998, the Company sold the assets of its  fixed  wing division
for approximately $2.9 million.  This transaction had no significant impact
on the Company's operating results.

GOODWILL

Goodwill  represents the excess of the purchase price of acquisitions  over
the fair value  of  the  net  assets acquired.  Such excess costs are being
amortized on a straight-line basis  over  a twenty-five year period.  As of
December  31,  1998  and  1999, accumulated goodwill  amortization  totaled
approximately   $587,470  and   $1,193,759   respectively.    The   Company
periodically assesses  the  recoverability of the unamortized balance based
on expected future profitability  and undiscounted future cash flows of the
acquisitions  and  their contribution  to  the  overall  operation  of  the
Company.

INCOME TAXES

Prior to December 4, 1997, OMNI was treated as a partnership for income tax
purposes  and income  taxes  were  the  responsibility  of  the  individual
members.  Accordingly,  no  provision for income taxes had been made in the
accompanying financial statements.

As previously discussed, on December  4, 1997 the members of OMNI exchanged
all of their common units in OMNI for 12,000,000  shares of common stock of
the  Company.   The Share Exchange was accounted for  as  a  reorganization
whereby the assets  and liabilities transferred were accounted for at their
historical cost in a manner similar to that in a pooling-of-interest.  As a
result, the Company provided for income taxes in the fourth quarter of 1997
and in the years ended December 31, 1998 and 1999.

FOREIGN CURRENCY TRANSLATION

The Company's Canadian  subsidiary maintained its accounting records in its
local currency (Canadian  Dollar) before its operations were closed in July
1999.  The currency was converted  to United States Dollars with the effect
of  the  foreign  currency  translation   reflected   as   a  component  of
shareholders'  equity  in  accordance  with SFAS No. 52, "Foreign  Currency
Translation."  Currently, all other international activity is transacted in
United States Dollars.  Foreign currency  transaction  gains  or losses are
credited or charged to income, and such amounts are insignificant  for  the
periods presented.

UNAUDITED PRO FORMA DATA

Additional  interest  expense  is  recorded  as  a  pro forma adjustment to
reflect  the  incurrence  of  indebtedness  to  finance the  repurchase  of
outstanding preferred units and the distribution  of undistributed earnings
of OMNI as if such events had occurred on January 1, 1997.

The  pro forma provision for income taxes for OMNI is  the  result  of  the
application of a combined federal and state income tax rate (40%) to income
before income taxes and extraordinary item.

2.  DISCONTINUED OPERATIONS

In November  1999,  the  Company adopted a plan to dispose of  its aviation
division.  The Company maintains  a fleet of at least 20 aircraft, aviation
and turbine engine inventories and miscellaneous flight and other equipment
used in providing aviation services  to  its customers.  As a result of the
Company's adoption of the plan, the consolidated  financial  statements  of
the Company and the related Notes to Consolidated Financial Statements have
been  adjusted  and  restated  to reflect the results of operations and net
assets of the aviation division  as  a discontinued operation in accordance
with generally accepted accounting principles.   Assets  and liabilities of
the  aviation  division  at  December 31, 1999 primarily consist  of  trade
accounts  receivable,  inventory,  accounts  payable,  accruals,  debt  and
deferred taxes.  Revenues  of  the  aviation division totaled $8.5 million,
$12.2 million and $4.5 million for the  years ended December 31, 1999, 1998
and 1997, respectively.  The loss on disposition of discontinued operations
includes  the write-down of the net assets,  including $6.8 million related
to goodwill, to estimated net realizable  value and the estimated operating
losses through the expected disposal date.

3.  ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS

The allowance for uncollectible accounts consists of the following:

<TABLE>
<CAPTION>



                                                  Balance at    Additions     Write-off of
                                                 Beginning of   Charged to   Uncollectible  Balance at End
          DESCRIPTION                               Period       Expense        Amounts       of Period
          -----------                            ------------ ------------- -------------- ----------------
<S>                                              <C>          <C>            <C>             <C>
December 31, 1999
   Allowance for uncollectible accounts          $  751,849   $ 2,407,422    $  (11,611)     $ 3,147,660

December 31, 1998
   Allowance  for uncollectible accounts         $  295,000   $   767,676      (310,827)         751,849

December 31, 1997
   Allowance  for uncollectible accounts         $  125,000   $   170,000           ---          295,000
</TABLE>



4. EARNINGS PER SHARE

Basic  EPS excludes dilution and is determined by dividing income available
to common  stockholders  by the weighted average number of shares of common
stock outstanding during the  period.   Diluted  EPS reflects the potential
dilution that could occur if options and other contracts to issue shares of
common stock were exercised or converted into common  stock.   The  Company
had 1,467,184 and 1,415,061 options outstanding in the years ended December
31, 1998 and 1999, respectively, that were excluded from the calculation of
diluted  EPS  as  antidilutive  considering  the  net  loss.  There were no
options outstanding in the year ended December 31, 1997  excluded  from the
calculation  of  diluted  EPS  as  antidilutive.   In addition, warrants to
purchase up to 1,937,500 shares of common stock were  also excluded for the
year ended December 31, 1999.  Dilutive common equivalent  shares  for  the
year ended December 31, 1997 were all attributable to stock options.  There
were  no  options  outstanding in the year ended December 31, 1997 excluded
from the calculation of diluted EPS as antidilutive.

Pro forma basic earnings  per  common  share  was  computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the year.  The following table sets forth the  computation  of basic
and diluted weighted average shares for the years ended December 31,  1997,
1998 and 1999.
<TABLE>
<CAPTION>

                                                Year Ended       Year Ended      Year Ended
                                               December 31,     December 31,    December 31,
                                                  1997              1998           1999
                                               ------------     ------------    ------------
<S>                                            <C>              <C>             <C>
Shares:
  Weighted average number of common shares
    outstanding                                 11,733             15,850           15,970
Options                                             77                 --               --
                                               ------------     ------------    ------------
Weighted average number of common shares
    outstanding, plus assumed conversion        11,810             15,850           15,970
                                               ------------     ------------    ------------

</TABLE>


5. LONG-TERM DEBT

<TABLE>
<CAPTION>
Long-term debt consists of the following (dollars in thousands)          December 31,
                                                                    ----------------------
<S>                                                                   <C>           <C>
                                                                      1998          1999
Notes payable to a finance company, variable interest               --------      --------
  rate with $2,393 at LIBOR plus 3.75%.  Remaining portion
  at LIBOR plus 3.0%; interest rates ranging from 9.48% to
  10.01% at December 31, 1999 with maturity dates ranging
  from July 2001 to September 2002, secured by various
  property and equipment                                           $  4,333       $  2,993
Note payable to a bank with interest payable at prime
  plus 3.0% (11.5% at December 31, 1999) maturing May 2000            6,682          5,765
Acquisition loan to a bank with interest payable at
  prime plus 3.0% (11.5% at December 31, 1999) maturing May
  2000                                                                7,938          2,801
Note payable to a bank with interest payable quarterly at
  LIBOR plus 2.0% with maturity at April 28, 1999                     2,639            ---
Note payable to an insurance company; monthly payments of
  $85 through September 2000                                            867            768
Notes payable, interest rates ranging from 6.7% to 7.5%,
  with maturity dates ranging from January 2000 to March
  2001                                                                  828            532
Various notes payable                                                   360             85
                                                                  ----------     ----------
     Total                                                           23,647         12,944
Less:  Current maturities                                             9,752         11,758
                                                                  ----------     ----------

Long-term debt less current maturities                             $ 13,895      $   1,186
                                                                  ==========     ==========
</TABLE>

Annual  maturities  of  long-term  debt  during each of the following years
ended December 31, are as follows (in thousands):

                        2000    $   11,758
                        2001         1,036
                        2002           150
                               ------------
                                $   12,944
                               ============

The  estimated  fair  value of long-term debt,  based  on  borrowing  rates
currently available to the Company for notes with similar terms and average
maturities, approximated  the  carrying  value  as of December 31, 1998 and
1999.

For the years ended December 31, 1998 and 1999, interest  in  the amount of
approximately  $173,000  and  $13,000,  respectively,  was  capitalized  to
property, plant and equipment.

In  connection  with  the  Company's  initial public offering, during  1997
approximately  $23.8  million  in  debt  was   retired,   resulting  in  an
extraordinary loss of $84,000, net of tax effects of approximately $42,000.

In January 1998, the Company restructured its credit arrangements  with its
primary   bank  lender.   Under  the  restructured  facility  (the  "Credit
Facility"),  the Company refinanced an $11.0 million loan, obtained a $10.0
million revolving  line  of credit to finance working capital requirements,
and obtained a $9.0 million  line of credit to finance capital expenditures
and acquisitions.  During 1999,  the  fifth  and  sixth  amendments  to the
Credit Facility were adopted altering the credit agreement with the primary
bank  lender.   The  Credit Facility currently provides the Company with  a
$6.1 million term loan,  a $6.0 million revolving line of credit to finance
working capital requirements (discussed in Note 6 below) and a $2.9 million
note used to finance capital expenditures and acquisitions.

The terms of the bank and  finance  company agreements contain, among other
provisions, requirements for maintaining defined levels of working capital,
tangible net worth, debt service coverage and funded debt to EBITDA.  As of
December 31, 1999, the Company was in violation of certain of its covenants
under   these  agreements.   Each  agreement,   including   the   Company's
subordinated  notes  (see  Note  7),  contains cross-default provisions for
these covenants.  At December 31, 1999,  the  Company  was  in violation of
certain of its covenants under these agreements.  The Company  has received
waivers  from  the  creditors via amendments/waivers which waived financial
covenant violations as  of  December 31, 1999 and through May 2000.  Due to
current and anticipated market  conditions  in  the  near term, the Company
believes  it will be in violation of these covenants after  May  2000.   In
addition, approximately  $13.0 milion will be due in May 2000.  The Company
does not have sufficient resources available  to make the required payments
in May 2000 should the creditors require the Company  to  repay the amounts
due.  Management  is  continuing  to  pursue  restructuring  the  Company's
indebtedness  and  alternative financing and capital alternatives (see Note
1).

6.   LINE OF CREDIT

The  Company  has outstanding a revolving line of credit agreement  with  a
bank.  Availability  under the agreement is the lower of:  (i) $6.0 million
or, (ii) the sum of 80%  of  eligible  accounts receivable, 50% of eligible
inventory  and  advances  to  finance the purchase  of  certain  parts  and
supplies.  The line bears interest  at prime plus 3% (11.5% at December 31,
1999), and matures on March 31, 2000.   The  weighted-average interest rate
on the line was 7.1% and 9.5% for the years ended  December  31,  1998  and
1999, respectively.  The line was collateralized by accounts receivable and
certain  equipment of the Company.  As of December 31, 1999 the Company had
$3.4 million  outstanding  under  the  line.  Approximately $1.5 million of
this amount will be repaid with proceeds  from  the  sale  of  the aviation
division (see Note 2) and accordingly has been included with the net assets
of discontinued operations. This line of credit matures in May 2000.

7. SUBORDINATED DEBT

In  the  year  ended  December 31, 1999, the Company privately placed  $7.5
million in subordinated  debentures  with an affiliate of the Company.  The
proceeds were used for cash reserves and general corporate purposes.  Notes
with a principal of $5.0 million bear  interest at 12% per annum and mature
on March 1, 2004.  An additional $2.5 million  of  notes  bear  interest at
12.5%  per  annum  until  December  31,  1999,  at which time the rate will
increase by 0.5% per month not to exceed 20% per  annum.   This  portion of
the notes matures on March 1, 2005, with interest payable March 1  of  each
year.  In connection with these debentures, the Company issued warrants  to
purchase  up  to  1,937,500  shares  of  the  Company's  common stock at an
exercise  price  of $5.00, $3.00 and $2.00 per share for 1,600,000  shares,
300,000 shares and  37,500  shares, respectively.  The warrants in relation
to the 1,600,000 shares vest  equally  over  four  years commencing in 1999
until 2002, unless the debentures are paid in full,  in  which  case, those
warrants that have not become exercisable will become void.  All  of  these
warrants  that  become  exercisable  will  expire  on  March  1, 2004.  The
warrants  for the remaining 337,500 shares vest immediately and  expire  on
March 1, 2005.   The  fair  value  of  all warrants is included as paid-in-
capital  and  the  effective interest rate  over  the  term  of  the  debt,
including the coupon  and  the  amortization  of  the  fair  value  of  the
warrants,  is approximately 19%.  The amount of the three notes included in
subordinated  debt  in  the accompanying balance sheet at December 31, 1999
was $7.2 million.

8.   ASSET IMPAIRMENT AND OTHER NON-RECURRING CHARGES

During 1998, in response  to market conditions and the resultant decline in
certain asset utilization of the Company's equipment, the Company evaluated
certain  of its assets for realizability.   The  related  asset  impairment
charges relate to a $1.8 million provision for fixed assets, primarily nine
drilling units  and  15  trucks,  which  became  impaired  due primarily to
reduced demand and environmental impact factors which have restricted their
future  use, a $1.3 million write-off of seismic data held for  sale  which
became impaired due to recent price declines, and a $0.6 million additional
provision for uncollectible accounts receivable. Currently, the Company has
sold all of the trucks and one of the drilling units, which were considered
to be impaired.   The  estimated fair value of the remaining eight drilling
units is approximately $0.6  million  and  is  included  in  other  current
assets.

The  $0.6  million  provision  for  uncollectible  accounts  receivable  is
reported  in  general and administrative expenses and the remaining charges
are reported as  asset  impairment  and  other  charges in the accompanying
Consolidated Statements of Income.

In  addition,  the  Company's  senior  management and  Board  of  Directors
approved  a plan to reduce future operating  costs  and  improve  operating
efficiencies.    The   plan   involved   several   factors   including  the
reorganization  of  senior  management  and  the closing and relocation  of
certain of its operational facilities. Accordingly, the Company recorded an
accrual of severance and lease exit costs of $0.3  million  during the year
ended  December 31, 1998.   As of December 31, 1999, the Company  has  paid
all of these costs.

9.   RELATED PARTY TRANSACTIONS

During the  year  ended  December 31, 1998, the Company was to purchase two
operating facilities from  a  major shareholder for $0.9 million.  However,
the transactions never transpired  and  the  major shareholder continues to
maintain ownership of these facilities.  The Company did lease one of these
facilities from the major shareholder during the  year  ended  December 31,
1999  at  a  total  lease expense of $0.1 million.  The Company is under  a
lease contract for a  portion  of  2000  for the facility as well (See Note
11).

10.  CUSTOMER CONCENTRATION

Substantially all of the Company's revenues  are  derived from companies in
the  energy  industry.   During  the  year  ended December  31,  1997,  two
customers accounted for approximately 40% (25%  and  15%,  respectively) of
the  Company's  total  revenues.   Included  in accounts receivable  as  of
December  31,  1997,  are  amounts  owed  from  these   customers  totaling
approximately 28% (16% and 12%, respectively) of total accounts receivable.

During the year ended December 31, 1998, three customers  accounted for 66%
(33%, 18% and 15%, respectively) of the Company's total revenues.  Included
in accounts receivable as of December 31, 1998, are amounts owed from these
customers  totaling  approximately  56% (36%, 14% and 6%, respectively)  of
total accounts receivable.

During the year ended December 31, 1999,  three customers accounted for 71%
(40%, 19% and 12%, respectively) of the Company's total revenues.  Included
in accounts receivable as of December 31, 1999, are amounts owed from these
customers totaling approximately 69% (11%,  51%  and  1%,  respectively) of
total accounts receivable.

11.  COMMITMENTS AND CONTINGENCIES

In  connection with the acquisition of the assets of Predecessor  discussed
in Note  1,  the Company also entered into a five-year lease agreement with
Predecessor to lease Predecessor's main office facility.  The monthly lease
payment under the agreement was $25,000 through September 2000.

During 1999, the Company entered into a sale leaseback transaction with its
aviation fleet.   The Company received $8 million upon sale of the aircraft
and  entered  into  an  operating  lease for a period of 10 years.  Monthly
rental  payments  under  the  lease  are  $80,000.  See Note  2 for further
discussion regarding this equipment.

Total rental expense was $1,519,27, $2,458,316 and $1,712,927 for the years
ended December 31, 1997, 1998 and  1999,  respectively.  The Company leases
certain  offices,  warehouse facilities, drilling  equipment  and  vehicles
under noncancelable  operating  lease  agreements  which  expire at various
times.   The  noncancelable  operating  leases  that were in effect  as  of
December 31, 1999 require the Company to make the  following future minimum
lease payments:

<TABLE>
<CAPTION>
For the Year Ended December 31:
<S>                             <C>
    2000                          $    1,335,615
    2001                                 665,774
    2002                                 391,036
    2003                                 391,036
    2004                                 325,863
Total minimum lease payments      $    3,109,324
</TABLE>

The   Company  carries  workers  compensation  insurance  coverage  with  a
deductible amount of $250,000 per incident for claims incurred in 1997.  In
1998, the  Company  changed  insurance  carriers  and  had  no  deductible.
Management  of  the  Company  is  not  aware  of  any  significant  workers
compensation claims or any significant claims incurred but not reported  as
of December 31, 1999.

The  Company  has entered into employment agreements with its key executive
officers which include base salaries and terms of employment.

12.  PREFERRED STOCK SUBSCRIPTION

In December, 1999 and February 2000, the Company received from an affiliate
of  the  Company  $1,000,000  and  $500,000,  respectively,  related  to  a
preferred stock subscription agreement.   The terms of the preferred  stock
to be issued will contain an 8% cumulative dividend  rate,  be  convertible
into common stock with an initial  conversion rate of $2.50,  be redeemable
at  the  option  of the  Company  at  par  plus  unpaid  dividends, contain
liquidation preferences and contain  voting  rights  only  with respect  to
matters that would reduce  the  ranking  of  the  stock  compared  to other
classes of stock.   The  funds  were  used  for  debt  service  and to fund
operations


13.  STOCK OPTIONS

In April and June 1997, OMNI issued options to purchase 516 and 600  common
units,  respectively,  equivalent to 54,567 and 63,451 shares, respectively
of Common Stock calculated  on  the pro forma share basis described in Note
1.  The exercise price for these  options  is  $2.28  per share (on the pro
forma share basis described in Note 1) and expire if unexercised  after ten
years.  In the years ended December 31, 1998 and 1999, 18,189 and 12,338 of
these options were canceled.  Total compensation expense relating to  these
options  is approximately $365,000, which is being recognized pro rata over
the three-year vesting period of the options.  The deferred compensation to
be recognized  by  the  Company is based on the estimated fair value of the
Company's common units on  the  date of the issuance.  Compensation expense
related to the options totaled $144,000  and  $92,000  for  the years ended
December 31, 1998 and 1999, respectively.

In  September  1997, the Company adopted and its sole shareholder  approved
the Stock Incentive  Plan  (the  "Incentive  Plan")  to  provide  long-term
incentives  to its key employees, officers, directors who are employees  of
the Company,  and  consultants and advisors to the Company and non-employee
directors ("Eligible  Persons").  Under the incentive plan, the Company may
grant  incentive stock options,  non-qualified  stock  options,  restricted
stock, other  stock-based  awards,  or  any combination thereof to Eligible
Persons.   Options generally vest over a four-year  period  and  expire  if
unused after ten years.  The exercise price of any stock option granted may
not be less  than the fair market value of the Common  Stock on the date of
grant.  A total  of  1,500,000 shares of common stock were authorized under
the Incentive Plan in  1997.   Of  the 1,500,000 authorized, 312,404 remain
available for issuance under the plan at December 31, 1999.

In January 1999, the Company approved  the  Stock  Option Plan (the "Option
Plan")  to provide for the grant of options to purchase  shares  of  common
stock of  the  Company  to  non-officer  employees  of  the Company and its
subsidiaries in lieu of year-end cash bonuses.  The Option Plan is intended
to increase shareholder value and advance the interests of  the  Company by
providing an incentive to employees and by increasing employee awareness of
the  Company  in  the marketplace.  Under the Option Plan, the Company  may
grant options to any  employee  of  the  Company  with the exception of the
officers of the Company.  The options become exercisable  immediately  with
respect  to  one-half  of  the  shares, and the remaining one-half shall be
exercisable one year following the  date  of the grant.  The exercise price
of any stock option granted may not be less  than  the fair market value of
the Common Stock on the effective date of the grant.   A  total  of 150,000
shares  of  common stock were authorized under the Option Plan in 1999  and
later amended  to  be  300,000  shares  of  common  stock.   Of the 300,000
authorized, 77,401 remain available for issuance under the plan at December
31, 1999.

The  Company  accounts  for  employee  stock-based  compensation using  the
intrinsic  value  method  prescribed in Accounting Principles  Board  (APB)
Opinion No. 25, "Accounting  for  Stock Issued to Employees".  Accordingly,
the provisions of SFAS No. 123, "Accounting  for Stock-Based Compensation,"
do  not  affect the Company's reported results of  operations.   Pro  forma
disclosures  as  if  the Company had adopted the provisions of SFAS No. 123
are presented below.

Had compensation cost  been determined based on the fair value at the grant
date consistent with the  provisions  of  SFAS  No.  123, the Company's net
income and earnings per common share would have approximated  the pro forma
amounts below:

<TABLE>
<CAPTION>
                                                             For the years ended
                            ------------------------------------------------------------------------------------
                                 December 31, 1999            December 31, 1998           December 31, 1997
                                 -----------------            -----------------           -----------------
                              As Reported   Pro Forma     As Reported    Pro Forma    As Reported    Pro Forma
                              -----------   ---------     -----------    ---------    -----------    ---------

                                                (Dollars in thousands except per share amounts)
<S>                          <C>            <C>           <C>            <C>          <C>            <C>
Net income (loss)            $  (26,863)    $ (28,194)    $  (1,800)     $ (3,312)    $   5,851      $   5,510
Basic earnings (loss) per
share                        $    (1.68)    $   (1.77)    $   (0.11)     $  (0.21)    $    0.47      $    0.44
Diluted earnings (loss) per
share                        $    (1.68)    $   (1.77)    $   (0.11)     $  (0.21)    $    0.46      $    0.43
</TABLE>



A  summary of the Company's stock options as of December 31, 1997, 1998 and
1999, and changes during the years then ended are presented below:

<TABLE>
<CAPTION>
                                 Weighted         Incentive
                                  Average           Plan             Other
                              Exercise Price       Options          Options
                              --------------      ---------         -------
<S>                           <C>                <C>               <C>
Balance at January 1, 1997    $     ---                ---             ---
     Granted                      10.10          1,056,000         122,563

Balance at December 31, 1997      10.10          1,056,000         122,563
     Granted                      10.89            310,500                                                                        --
     Exercised                     2.28                ---          18,813

     Forfeited                     8.13             37,000          18,189
                             ---------------    ------------     ------------
Balance at December 31, 1998
                                 10.48           1,329,500          85,561
     Granted                      3.23             546,788             ---
     Exercised                    2.28                 ---          20,878
     Forfeited                    7.43             455,949          17,838
                             ---------------    ------------     ------------
Balance at December 31, 1999      8.27           1,420,339          46,845
                             ===============    ============     ============
</TABLE>

As of  December  31,  1999,  there  were 909,586 options exercisable with a
weighted average exercise price of $10.21.

The weighted average fair value at date of grant for options granted during
1997 was $4.26 per option.  The fair  value of options granted is estimated
on the date of grant using the Black-Scholes  option-pricing model with the
following  assumptions:   (a)  dividend  yield  of  0.00%;   (b)   expected
volatility  of  40%; (c) risk-free interest rate of 6.07%; and (d) expected
life from 3 to 6.5 years.

The weighted average fair value at date of grant for options granted during
1998 was $8.58 per  option.  The fair value of options granted is estimated
on the date of grant  using the Black-Scholes option-pricing model with the
following  assumptions:    (a)   dividend  yield  of  0.00%;  (b)  expected
volatility of 89%; (c) risk-free interest  rate  of 5.44%; and (d) expected
life of 6.5 years.

The weighted average fair value at date of grant for options granted during
1999 was $1.94 per option.  The fair value of options  granted is estimated
on the date of grant using the Black-Scholes option-pricing  model with the
following   assumptions:    (a)  dividend  yield  of  0.00%;  (b)  expected
volatility ranging from 75% to  82%; (c) average risk-free interest rate of
5.70%; and (d) expected life of 6.5 years.

The following table summarizes information  about  stock options outstanding as
of December 31, 1999:
<TABLE>
<CAPTION>
                                        Options Outstanding                                           Options Exercisable
                         -------------------------------------------------              ---------------------------------------
 Exercise Prices        Number          Wgtd. Avg.            Wgtd.Avg.                      Number               Wgtd. Avg.
                      Outstanding    Remaining Contr.         Exercise                     Exercisable         Exercise Price
                                          life                 Price
                      -----------    ----------------   ------------------              -----------------    ------------------
<S>                   <C>            <C>                <C>                             <C>                  <C>
 $  1.50 - $ 3.00       309,200           6.4               $    2.072                        33,487              $  2.280
 $ 3.813 - $ 5.00       211,859           4.3               $    4.596                        87,224              $  5.000
$ 10.25 - $ 10.375       64,000           7.4               $   10.254                        17,500              $ 10.264
$ 10.50 - $  11.81      853,500           4.5               $   11.018                       752,500              $ 11.005
      $14.375            13,625           8.0               $   14.375                         3,875              $ 14.375
      $17.375            15,000           8.4               $   17.375                        15,000              $ 17.375
                      -----------    ----------------   ------------------              -----------------    ------------------
                      1,467,184           5.0               $    8.268                       909,586              $ 10.213
                      -----------    ----------------   ------------------              -----------------    ------------------

</TABLE>





<PAGE>
     14. INCOME TAXES

The components of deferred tax assets and liabilities  as  of December 31, 1998
and 1999 are as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                1998      1999
                                                             ---------  ---------
<S>                                                          <C>        <C>
Deferred Tax Assets:
           Allowance for doubtful accounts                   $    398   $  1,275
           Foreign taxes                                           57        147
           Goodwill                                             1,477      1,339
           Net operating loss carryforward (expires 2019)       1,319      7,696
           Accrued liabilities                                    396      1,641
                                                             ---------  ---------
                Total deferred tax assets                       3,647     12,098
Deferred Tax Liabilities:
           Property and equipment                              (4,888)    (6,289)
                                                             ---------  ---------
                Total deferred tax liabilities                 (4,888)    (6,289)
Less:  Valuation Allowance                                        ---     (5,809)
                                                             ---------  ---------

Net Deferred Tax Asset/(Liability)                           $ (1,241)       ---
                                                             =========  =========
</TABLE>

The income tax expense (benefit) for the year ended December 31, 1997, 1998
and 1999 consisted of the following (dollars in thousands):

<TABLE>
<CAPTION>

                                                            1997        1998       1999
                                                          --------   ---------  ----------
<S>                                                       <C>        <C>        <C>
     Current expense (benefit)                            $   338    $  (934)   $  (1,869)
     Deferred expense (benefit)                               (8)        228          595

     Adjustment to deferred taxes due to change in
        tax status                                            73         ---          ---
                                                          --------   ---------  ----------
     Tax expense (benefit) before extraordinary item         403        (706)      (1,274)
     Allocated to extraordinary item                         (42)        ---          ---
                                                          --------   ---------  ----------
        Total                                             $  361     $  (706)   $  (1,274)
</TABLE>

The reconciliation of Federal statutory and effective income  tax rates for
the years ended December 31, 1997, 1998 and 1999 is shown below:
<TABLE>
<CAPTION>
                                         1997      1998        1999
                                         ----      ----        ----
<S>                                      <C>       <C>        <C>
           Statutory federal rate         34%     (34)%       (34)%
           Income not subject
           to corporate tax             (27%)      ---         ---
           State taxes                    ---      (3)%        (3)%
           Goodwill                       ---       10%          2%
           Valuation allowance            ---       ---         26%
           Other                         (1%)        5%          1%
                                         ----     ----         ----
           Total                           6%     (22%)        (8%)
                                         ----     ----         ----

</TABLE>


As  of  December 31, 1999, for tax purposes, the Company had net  operating
loss carryforwards  (NOLs)  of  approximately $20.5 million.  The NOLs will
expire in 2018 and 2019.  The Company  accounts  for income taxes under the
provision of SFAS No. 109 (FAS 109) which requires  recognition  of  future
tax benefits (NOLs and other temporary differences), subject to a valuation
allowance based on the likelihood of a concept of "more-likely-than-not" of
realizing  such  benefits.  In determining whether it is "more-likely-than-
not" that the Company will realize such benefits, FAS 109 requires that all
negative and positive  evidence  be  considered  (with more weight given to
evidence that is "objective and verifiable") in making  the  determination.
FAS 109 indicated that "forming a conclusion that a valuation  allowance is
not needed is difficult when there is negative evidence such as  cumulative
losses  in  recent  years";  therefore  the Company determined that it  was
required by the provision of FAS 109 to establish  a valuation allowance of
$5.8  million  for  all  of  the  recorded net deferred tax  assets.   This
determination was based primarily on  historical losses without considering
the  impact  of  any  potential upturn in the  Company's  business  due  to
improvements in the seismic  market, refinancing of current indebtedness or
new  capital  infusion,  or other  changes  to  the  Company's  operations.
Accordingly, future favorable adjustments to the valuation allowance may be
required if and when circumstances change.

15.    SEGMENT INFORMATION

The  Company  has adopted SFAS  131,  "Disclosures  About  Segments  of  an
Enterprise and Related Information," which requires that companies disclose
segment data based  on  how  management  makes  decisions  about allocating
resources  to  segments  and  measuring their performance.  Currently,  the
Company  operates principally in  two  segments,  which  operate  in  North
America:   Drilling  and Survey.  Because the aviation division is reported
as a discontinued operation,  it  is  no  longer  included  as a reportable
segment.

Survey revenue is recorded after the customer has determined  the placement
of  source and receiving points, and after survey crews are sent  into  the
field  to plot each source and receiving point prior to drilling.  Drilling
revenue is derived primarily from drilling and loading of the source points
for seismic  analysis.  In  1998, the Company expanded internationally into
South America where it currently  provides  drilling and survey services as
well as line-cutting services.

The  following  shows  industry segment information  for  the  years  ended
December 31, 1997, 1998 and 1999:

<TABLE>
<CAPTION>

                                             Year             Year             Year
                                             Ended            Ended            Ended
                                           December         December          December
                                              31,              31,               31,
                                             1997             1998              1999
                                             ----             ----              ----
                                                      (Thousands of Dollars)
<S>                                     <C>              <C>               <C>
OPERATING REVENUES:
  Drilling                              $      41,033    $      48,815     $     17,309
  Survey                                        4,065           12,076            4,480
  Other (1)                                       ---            1,194            2,348
                                        -------------    -------------     ------------
     Total                              $      45,098    $      62,085     $     24,137
                                        =============    =============     ============

___________________
(1) Consists of line-cutting services in South America.

GROSS PROFIT:
  Drilling                              $      9,323     $      10,856     $       (425)
  Survey                                       2,183             2,705             (301)
  Other                                          ---                60           (2,176)
                                        -------------    -------------     ------------
   Total                                      11,506            13,621           (2,902)

General and administrative expenses            4,469            11,459           10,790
Asset impairment and other charges               ---             3,379             (336)
Other expense, net                             1,829             1,402            3,139
                                        -------------    -------------     ------------
  Income (loss) before taxes            $      5,208     $      (2,619)    $    (16,495)
                                        =============    =============     ============
</TABLE>

<TABLE>
<CAPTION>
<S>                       <C>             <C>           <C>
IDENTIFIABLE ASSETS                1997          1998           1999
                                   ----          ----           ----
  Drilling                $      35,000   $    34,704   $      33,257
  Survey                          3,849         6,459           6,231
  Other                          16,640        21,589          14,437
                          -------------   -----------   -------------
    Total                 $      55,489   $    62,752   $      53,925
                          =============   ===========   =============

CAPITAL EXPENDITURES:
  Drilling                 $      8,105   $     9,138   $         488
  Survey                            729           881              35
  Other                           4,619           981             459
                          -------------   -----------   -------------
    Total                  $     13,453   $    11,000   $         982
                          =============   ===========   =============
</TABLE>

As  of December 31, 1999, approximately $2.4 million of the Company's
assets  are  located  in  South  America.   All  remaining assets are
located in North America.

16.   ACQUISITIONS

On March 25, 1997, OMNI acquired the assets and assumed certain liabilities
of Delta Surveys, Inc., a surveying business, for  $180,000  in  cash and a
$120,000, 8.5%, three year promissory note.  This acquisition was accounted
for  using the purchase method of accounting.  The excess of cost over  the
estimated   fair   value   of  the  net  assets  resulted  in  goodwill  of
approximately $172,000.

Effective July 1, 1997, OMNI  acquired  substantially all of the assets and
liabilities  of  American Aviation Incorporated  ("American  Aviation"),  a
company  that  operated  aircraft  for  various  seismic  drilling  support
services.  In consideration  for  the  acquisition of substantially all the
assets of American Aviation, OMNI issued to American Aviation 10,213 common
units of OMNI (equivalent to 1,080,017 shares  of  Common Stock), valued at
approximately  $6.4  million  and  a $1.0 million promissory  note  bearing
interest at 8.5%, paid $500,000 cash and assumed approximately $6.7 million
in debt.  The excess cost over the estimated  fair  value of the net assets
resulted in goodwill of approximately $7.6 million.

Effective  July  1,  1997,  OMNI  acquired  Leonard J. Chauvin,  Jr.,  Inc.
("Chauvin"), a surveying company, for $788,000 cash and up to an additional
$100,000 based on the future earnings of Chauvin  through  August 31, 1999.
The  excess  cost over the estimated fair value of the net assets  acquired
resulted in goodwill  of  approximately  $701,000.   In  December 1998, the
assets were sold for $60,000 in cash and a $90,000 note receivable.

Effective  September  1, 1997, OMNI acquired substantially all  the  assets
O.T.H.  Exploration  Services,  Inc.,  a  seismic  rock  drilling  company,
headquartered in the Rocky  Mountain  region.  The aggregate purchase price
was $600,000 cash, which approximated the  fair  value  of  the  net assets
acquired.

Effective  October  1,  1997,  the  Company  acquired  American  Helicopter
Drilling  Inc.  ("American  Helicopter") for $1,050,000 in cash and 227,272
shares of common stock valued  at  approximately  $2,500,000 at the initial
offering price.  The excess cost over the estimated  fair  value of the net
assets acquired resulted in goodwill of approximately $1,963,000.  American
Helicopter  was engaged in seismic drilling services in the Rocky  Mountain
area and in the  fabrication,  export  and  servicing  of heli-portable and
other seismic drilling units.

Effective  October  1,  1997,  the Company acquired Fournier  &  Associates
("Fournier") for $211,000 in cash  and 49,010 shares of common stock valued
at approximately $539,000 at the initial  offering  price.  The excess cost
over  the  estimated  fair  value  of the net assets acquired  resulted  in
goodwill of approximately $622,000.   Fournier was a seismic survey company
operating four crews in the Transition Zone and adjacent areas.

Effective April 1, 1998, the Company acquired  Eagle Surveys International,
Inc., a seismic survey support company, headquartered  in  Houston,  Texas.
The aggregate purchase price was $1.8 million consisting of $1.1 million in
cash  and 53,039 shares of common stock. The excess cost over the estimated
fair value  of  the  net  assets resulted in goodwill of approximately $1.5
million.

Effective  April 20, 1998, the  Company  acquired  the  assets  of  Coastal
Turbines,  Inc.,   a   helicopter  support  company,  based  in  Lafayette,
Louisiana.  The aggregate  purchase  price  was  approximately $1.2 million
consisting of $1.1 million in cash and 4,546 shares of common stock.

Effective May 1, 1998, the Company acquired Hamilton  Drill  Tech,  Inc., a
specialty  seismic drilling support company, headquartered in Canada.   The
purchase price was approximately $0.9 million in cash. The excess cost over
the estimated  fair  value  of  the  net  assets  resulted  in  goodwill of
approximately $95,000.

Effective July 1, 1998, OMNI International Energy Services, Ltd. (a wholly-
owned subsidiary) entered into a joint venture with Edwin Waldman  Attie of
Bolivia.  The newly formed joint venture company, OMNI International Energy
Services  -  South  America,  Ltd. provides integrated services in selected
South American countries.  The  aggregate investment was approximately $6.5
million, consisting of approximately  $2.6 million in cash, $2.0 million in
equipment and 155,947 shares of common  stock.  The  excess  cost  over the
estimated   fair   value   of  the  net  assets  resulted  in  goodwill  of
approximately $2.9 million.   In  consolidation,  the  Company  owns an 85%
interest in the joint venture.

The operating results of each of the acquired companies have been  included
in   consolidated   statements  of  income  from  the  effective  dates  of
acquisition.

17. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 Quarter Ended
                                                ------------------------------------------------
                                                MARCH 31    JUNE 30   SEPTEMBER 30   DECEMBER 31
                                                --------    -------   ------------   -----------
                                                                       1999             (1)
                                                                       ----              --
<S>                                            <C>          <C>        <C>            <C>
Operating revenues                             $   7,450    $ 7,055    $   5,658      $  3,974
Gross profit (loss)                                  878     (1,901)        (594)       (1,285)
Income (loss) from continuing operations          (1,142)    (3,687)      (2,366)       (7,664)
Income (loss)from discontinued operations            (83)      (636)         (23)      (11,337)
                                               ---------    -------    ---------      --------
Net income (loss)                              $  (1,225)   $(4,323)   $  (2,389)     $(19,001)
                                               =========    =======    =========      ========
Net income (loss) per common share:
  Income (loss) from continuing operations     $   (0.07)     (0.23)       (0.15)        (0.48)
  Income (loss) from discontinued
  operations                                       (0.01)     (0.04)       (0.00)        (0.71)
        Net income (loss)                      $   (0.08)     (0.27)       (0.15)        (1.19)
                                               =========    =======    =========      ========
Diluted earnings per common share              $   (0.08)     (0.27)       (0.15)        (1.19)
                                               =========    =======    =========      ========

                                                                 Quarter Ended
                                                ------------------------------------------------
                                                MARCH 31    JUNE 30   SEPTEMBER 30   DECEMBER 31
                                                --------    -------   ------------   -----------
                                                                       1998
                                                                       ----
<S>                                            <C>          <C>        <C>            <C>
Operating revenues                             $  16,186    $21,447    $  16,605      $  7,847
Gross profit (loss)                                4,544      7,583        1,878          (384)
Income (loss) from continuing operations           1,480      2,665       (3,379)       (2,541)
Income (loss) from discontinued operations           365        846          119        (1,355)
                                               ---------    -------   ------------   -----------
Net income (loss)                              $   1,845      3,511       (3,260)       (3,896)
                                               =========    =======   ============   ===========
Net income (loss) per common share:
  Income (loss) from continuing operations     $    0.09    $  0.17    $   (0.21)     $  (0.16)
  Income (loss) from discontinued operations        0.02       0.05         0.01         (0.09)
                                               ---------    -------   ------------   -----------
        Net income (loss)                      $    0.12    $  0.22    $   (0.20)     $  (0.25)
                                               =========    =======   ============   ===========
Diluted earnings per common share              $    0.12    $  0.22    $   (0.20)     $  (0.25)
                                               =========    =======   ============   ===========

</TABLE>

________________________
(1)  The  fourth  quarter  of 1999 includes a provision for valuation
allowance of $5.8 million. (See Note 14)





ITEM. 14.    EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON FORM
             8-K

    (a) The following financial  statements,  schedules  and  exhibits  are
filed as part of this Report:

     (1)  Financial Statements.  Reference is made to Item 8 hereof.

     (2)  Financial Statement Schedules:   None.

     (3)  Exhibits.   See  Index to Exhibits on page E-1.  The Company will
furnish  to  any  eligible  shareholder,   upon  written  request  of  such
shareholder, a copy of any exhibit listed upon  the payment of a reasonable
fee equal to the Company's expenses in furnishing such exhibit.

   (b) Reports on form 8-K:  None






<PAGE>
                                SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange  Act of 1934, the Registrant has duly caused  this  Report  to  be
signed on its behalf by the undersigned, thereunto duly authorized.

                                    OMNI ENERGY SERVICES CORP.
                                             (Registrant)



                                    By:  /S/ PETER H. NIElSEN
                                        -------------------------------
                                             Peter H. Nielsen
                                           Executive Vice President,
                                           Chief Financial Officer
                                           and Treasurer
      Date:  April 14, 2000

                                       S-1

<PAGE>

                          OMNI ENERGY SERVICES CORP.


                                 EXHIBIT INDEX

      EXHIBIT
      NUMBER

        2.1     Exchange  Agreement  between  the  members of OMNI
                Geophysical, L.L.C. and OMNI Energy Services Corp. (the
                "Company")(1)

        2.2     Exchange Agreement by and among American  Aviation
                Incorporated,   American   Aviation   L.L.C.  and  OMNI
                Geophysical, L.L.C., dated as of July 1, 1997.(2)

        3.1     Amended and Restated Articles of Incorporation  of
                the Company(2)

        3.2     Bylaws of the Company, as amended.(1)

        4.1     See  Exhibits  3.1  and  3.2 for provisions of the
                Company's   Articles  of  Incorporation   and   By-laws
                defining the rights of holders of Common Stock.

        4.2     Specimen Common Stock Certificate.(2)

        10.1    Form of  Indemnity  Agreement  by  and between the
                Company   and  each  of  its  directors  and  executive
                officers.(2)

        10.2    The Company's Stock Incentive Plan.(2)

        10.3    Form  of   Stock   Option  Agreements  under  the
                Company's Stock Incentive Plan.(2)

        10.4    Amended  and  Restated   Employment   and   Non-
                Competition  Agreement between OMNI Geophysical, L.L.C.
                and David Jeansonne.(2)

        10.5    Amended  and   Restated   Employment   and   Non-
                Competition  Agreement between OMNI Geophysical, L.L.C.
                and Allen R. Woodard.(2)

        10.6    Employment  and  Non-Competition Agreement between
                Robert  F.  Nash  and the  Company  effective  July  1,
                1998.(3)

        10.7    Employment and  Non-Competition  Agreement between
                John  H. Untereker and the Company effective  July  21,
                1998(4), as amended by Amendment No.1 dated March 1, 1999.

        10.8    Confidentiality   and  Non-Competition  Agreement
                between OMNI Geophysical, L.L.C. and American Aviation,
                L.L.C.  and  American  Aviation   Incorporated,   David
                Jeansonne, and Richard Patrick Morris. (2)

        10.9    Option Agreement between the Company and Roger  E.
                Thomas dated as of September 25, 1997. (2)

        10.10   Option Agreement between the Company and Allen R.
                Woodard dated as of September 25, 1997. (2)

        10.11   Intangible  Asset Purchase Agreement by and
                among American Aviation Incorporated, American Aviation
                L.L.C. and OMNI Geophysical,  L.L.C.,  dated as of July
                1, 1997. (2)

        10.12   Joint   Venture  Agreement  among  the  Company,   OMNI
                International  Energy  Services, Ltd. and Edwin Waldman
                Attie effective July 1, 1998. (3)

        10.13   Amended and Restated  Loan Agreement, dated as of
                January 20, 1998, by and among  the  company,  American
                Aviation   L.L.C.,  OMNI  Marine  &  Supply,  Inc.  and
                Hibernia National Bank. (1)

        10.14   First  Amendment   to   Amended  and  Restated  Loan
                Agreement, by and among the  Company,  certain  of  its
                subsidiaries and Hibernia National Bank. (5)

        10.15   Second  Amendment  to  Amended and Restated Loan
                Agreement,  by and among the Company,  certain  of  its
                subsidiaries and Hibernia National Bank. (4)

        10.16   Third Amendment  to  Amended  and  Restated  Loan
                Agreement,  by  and  among  the Company, certain of its
                subsidiaries and Hibernia National Bank. (3)

        10.17   Fourth Amendment to Amended and Restated Loan Agreement, by
                and among the Company, certain of its subsidiaries and
                Hibernia National Bank. (6)

        10.18   Fifth Amendment to Amended and Restated Loan Agreement, by
                and among the Company, certain of its subsidiaries and
                Hibernia National Bank. (7)

        10.19   Sixth Amendment to Amended and Restated Loan Agreement, by
                and among the Company, certain of its subsidiaries and
                Hibernia National Bank. (7)

        10.20   Seventh Amendment to Amended and Restated Loan Agreement, by
                and among the Company, certain of its subsidiaries and
                Hibernia National Bank.

        21.1    Subsidiaries of the Company. (7)

        27.1    Financial Data Schedule

________________________

(1) Incorporated by reference to the Company's  Annual Report on Form 10-K  for
    the fiscal year ended December 31, 1997

(2) Incorporated by reference to the Company's Registration  Statement  on Form
    S-1 (Registration Statement No. 333-36561).

(3) Incorporated  by  reference  to the Company's Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 1998.

(4) Incorporated by reference to the  Company's  Quarterly  Report on Form 10-Q
    for the quarterly period ended June 30, 1998.

(5) Incorporated by reference to the Company's Annual Report on Form  10-K  for
    the fiscal year ended December 31, 1998.

(6) Incorporated by reference to the Company's Current Report on Form 8-K filed
    April 29, 1999.

(7) Previously filed.