SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


     THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and  effective  as  of March 31, 2000 (the "Seventh Amendment"), among OMNI
ENERGY SERVICES CORP.,  a  Louisiana corporation (the "Borrower"), AMERICAN
AVIATION L.L.C., a Missouri  limited  liability  company ("Aviation"), OMNI
ENERGY SERVICES CANADA CORP., an Alberta, Canada corporation formerly known
as Hamilton Drill Tech Inc. ("Omni Canada"), OMNI  ENERGY  SERVICES-ALASKA,
INC., an Alaska corporation ("Omni Alaska"), and HIBERNIA NATIONAL  BANK, a
national banking association (the "Bank").

                           W I T N E S S E T H:

     WHEREAS,  the Borrower, Aviation, Omni Marine & Supply, Inc., and  the
Bank have heretofore  entered  into  an Amended and Restated Loan Agreement
dated as of January 20, 1998, as amended  by  First Amendment thereto dated
as of March 31, 1998, as amended by Second Amendment  thereto  dated  as of
July  31,  1998,  as amended by Third Amendment thereto dated as of October
30, 1998, as amended  by  Fourth  Amendment  thereto  dated as of March 29,
1999, as amended by Fifth Amendment thereto dated as of September 29, 1999,
and  by  Sixth  Amendment  thereto  dated as of December 28,  1999  (as  so
amended, the "Loan Agreement"), pursuant  to  which the Bank established in
favor of the Borrower certain credit facilities  consisting  of Acquisition
Loans, Revolving Loans, Bridge Loans, and a Term Loan;

     WHEREAS,  subsequent  to  the  execution  of the Loan Agreement,  Omni
Canada and Omni Alaska became wholly-owned subsidiaries  of  the  Borrower,
and  Omni  Marine & Supply, Inc., a Louisiana corporation, was merged  into
the Borrower;

     WHEREAS,  the  Loans  by  the  Bank to the Borrower are guaranteed, IN
SOLIDO, by Aviation,  Omni Canada, and Omni Alaska as the Guarantors;

     WHEREAS, the indebtedness evidenced by the Bridge Note has been paid;

     WHEREAS, on July 12, 1999, the Borrower and the Bank, with the consent
of  the Guarantors, agreed to reduce and  did  reduce  the  Revolving  Loan
Commitment from $7,000,000.00 to $6,000,000.00;

     WHEREAS,  pursuant  to  the Fifth Amendment, the Bank (i) extended the
scheduled July 31, 1999 principal payments on all Loans to October 31, 1999
and  (ii)  allowed the Borrower  until  October  31,  1999  to  remedy  all
financial covenant violations;

     WHEREAS,  pursuant  to  the  Sixth  Amendment,  the  Bank, among other
matters, extended the Termination Date from January 20, 2000  to  March 31,
2000;

     WHEREAS, the Borrower and the Guarantors have requested that the  Bank
(i)  extend  the Termination Date from March 31, 2000 to May 15, 2000, (ii)
defer payment  of the principal payments due the Bank under the Acquisition
Note and the Term  Note, (iii) extend the expiry date of the Textron letter
of credit in the amount  of  $380,000.00  to  May 15, 2000, (iv) permit the
sale of the Borrower's "Coastal Turbines" business  segment,  which segment
is part of Borrower's aviation division, and (v) make certain other changes
to the Loan Agreement; and

     WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended  by  this  Seventh  Amendment,  the  Bank  is willing to honor  the
Borrower's requests.

     NOW,  THEREFORE, THE PARTIES HERETO, IN CONSIDERATION  OF  THE  MUTUAL
COVENANTS HEREINAFTER  SET  FORTH AND INTENDING TO BE LEGALLY BOUND HEREBY,
AGREE AS FOLLOWS:

     1.   DEFINED TERMS.  Capitalized  terms  used herein which are defined
in the Loan Agreement are used herein with such defined meanings, except as
may be expressly set forth in this Seventh Amendment.

     2.   DEFINED TERMS REVISION.

          (a)  The definitions of the term "Acquisition Note", "Term Note",
and "Revolving Note" appearing in Section 1.1 of  the  Loan  Agreement  are
hereby  supplemented  to  include  each  of  the  Allonges to such Notes as
provided in the Sixth Amendment and this Seventh Amendment.

          (b)  The definition of the term "Borrowing Base Amount" appearing
in Section 1.1 of the Loan Agreement (as added by the  Fifth  Amendment) is
hereby  modified  to  reflect  that the Borrowing Base Amount will  not  be
reduced by the approximately $200,000.00  reduction  in Borrower's aviation
inventory  resulting  from  the  Borrower's sale of its "Coastal  Turbines"
business segment; PROVIDED, HOWEVER, the exact amount of said reduction (to
the extent it exceeds $250,000.00) must be acceptable to Bank.

          (c)  The definition of the  term  "Termination Date" appearing in
Section  1.1  of  the  Loan  Agreement is hereby deleted  and  restated  as
follows:

               "TERMINATION DATE" shall mean, with respect to the
               Bank's Commitments the earlier to occur of (i) May
               15, 2000, or (ii)  the  date of termination of the
               Commitments pursuant to Article XIII hereof.

          (d)  The following definition  is  hereby  added to the Loan
Agreement:

               "SEVENTH   AMENDMENT"   shall  mean  that  certain
               Seventh  Amendment to Amended  and  Restated  Loan
               Agreement  dated as of March 31, 2000 by and among
               the Borrower,  Aviation, Omni Canada, Omni Alaska,
               and the Bank.

     3.   REVISION TO ARTICLE II; TERMINATION DATE AND PRINCIPAL PAYMENTS.

          (a)  Subject  to  the  terms   and  conditions  of  this  Seventh
Amendment, the Termination Date for all Loans  is as set forth in paragraph
2(b) above.  The final maturity date specified in  the  Notes  is  extended
from March 31, 2000 to May 15, 2000.  Further, the parties acknowledge that
the  principal payments due February 21, 2000 and March 21, 2000 under  the
Term Note  and  the  Acquisition  Note were not paid by Borrower.  The Bank
hereby agrees to defer payment of the  said  principal payments so that the
said principal payments are now due on April 15,  2000 and May 15, 2000, as
set forth in an Allonge to the Acquisition Note and  the  Term  Note  to be
executed  by Borrower.  The maturity date extension also shall be set forth
in an Allonge to each of the Notes to be executed by Borrower.

          (b)  The Borrower shall continue to make weekly interest payments
under each of the Notes.

          (c)  Subject   to  the  terms  and  conditions  of  this  Seventh
Amendment, Section 2.2.8 of  the  Loan Agreement is amended to reflect that
the Bank will allow a maximum aggregate  overadvance (as defined in Section
2.2.8  of  the  Loan Agreement) of $250,000.00  under  the  Revolving  Loan
Commitment through May 15, 2000.

     4.   TEXTRON LETTER OF CREDIT.  Subject to the terms and conditions of
this Seventh Amendment,  the  Bank  has  extended  the  expiry date for the
Textron letter of credit in the amount of $380,000.00 to May 15, 2000.

     5.   REVISION  TO  ARTICLE  III  (ACQUISITION  LOANS)  OF   THE   LOAN
AGREEMENT.   Subject  to the terms and conditions of the Loan Agreement, as
amended by this Seventh  Amendment,  the parties agree as follows:  Section
3.2.1 of the Loan Agreement, as modified  by  this  Seventh  Amendment,  is
hereby  amended  to reflect that the final maturity of the Acquisition Note
is May 15, 2000.

     6.   REVISION  TO ARTICLE V (FEES) OF THE LOAN AGREEMENT.  Section 5.6
of the Loan Agreement  (which  was  added by the Sixth Amendment) is hereby
restated as follows:

               SECTION 5.6. EXTENSION  FEE.   The  Borrower shall
               pay to the Bank an extension fee of $150,000.00 on
               the earlier to occur of (i) May 15, 2000  or  (ii)
               the  payment  in full of all amounts due under the
               Notes.

     7.   CONFIRMATION  OF  COLLATERAL   DOCUMENTS.    All  of  the  liens,
privileges,  priorities  and equities existing and to exist  under  and  in
accordance with the terms  of  the Collateral Documents are hereby renewed,
extended and carried forward as security for all of the Loans and all other
debts, obligations and liabilities  of  the Borrower to the Bank.  Further,
the Guarantors hereby consent to the terms  and  conditions of this Seventh
Amendment, and confirm their solidary liability for all Loans.

     8.   CONDITIONS PRECEDENT.  The agreements and  obligation of the Bank
as set forth in this Seventh Amendment are subject to  satisfaction  of the
following conditions precedent:

          (a)  The  Borrower  shall have executed and delivered to the Bank
this Seventh Amendment, an Allonge  to  each  of  the  Revolving  Note, the
Acquisition  Note,  and the Term Note, and all other documents required  by
the  Loan  Agreement,  as  amended  by  this  Seventh  Amendment,  and  the
Guarantors shall have executed  and  delivered  to  the  Bank  this Seventh
Amendment,  and  all  other  documents  required by the Loan Agreement,  as
amended by this Seventh Amendment, all in  form  and  substance and in such
number of counterparts as may be required by the Bank;

          (b)  The  representations,  warranties,  and  covenants   of  the
Borrower  and the Guarantors as set forth in the Loan Agreement, as amended
by this Seventh Amendment, or in any Related Document furnished to the Bank
in connection herewith, shall be and remain true and correct;

          (c)  The  Bank  shall  have received a favorable legal opinion of
counsel to the Borrower and the Guarantors,  in  form,  scope and substance
satisfactory to the Bank;

          (d)  The  Bank shall have received certified resolutions  of  the
Borrower and the Guarantors  authorizing the execution of all documents and
instruments contemplated by this Seventh Amendment;

          (e)  Except for Events  of  Default  pertaining  to  Loan payment
violations as addressed in this Seventh Amendment and Borrower's  continued
failure  to  comply  with  Section 11.13 (Deposit Accounts), no Default  or
Event  of  Default  shall exist  or  shall  result  from  the  transactions
contemplated by this Seventh Amendment;

          (f)  The Borrower and the Guarantors shall have provided the Bank
with all financial statements,  reports  and  certificates  required by the
Loan Agreement, as amended by this Seventh Amendment;

          (g)  The  Bank  shall have received the articles of incorporation
and bylaws, as amended, of  the  Borrower and the articles of organization,
operating agreement, articles of incorporation,  and bylaws, as amended, of
the Guarantors, and the Bank's counsel shall have  reviewed  the  foregoing
documents  and  is  satisfied  with  the  validity,  due  authorization and
enforceability thereof and of all Related Documents;

          (h)  The Bank shall have received evidence acceptable to the Bank
and its counsel that its Encumbrances affecting the Collateral shall have a
first priority position, subject only to Permitted Encumbrances;

          (i)  Except as provided in (e) above, there shall  have  occurred
no Material Adverse Change;

          (j)  The  Bank's  due  diligence  and  review  of  all  financial
information  provided  by  the  Borrower and the Guarantors, and the Bank's
field audit of the Borrower's books  and  records, shall be satisfactory to
the Bank;

          (k)  The Bank's receipt of a current  listing  of  all senior and
subordinated debt of the Borrower (on a consolidated basis);

          (l)  The Borrower must maintain insurance acceptable to the Bank,
naming  Bank as additional insured and/or loss payee, and deliver  to  Bank
evidence of such insurance coverages;

          (m)  Interest  payments  on  all  Loans  must  be paid current on
March 31, 2000, and remain current;

          (n)  The  Borrower must make a $200,000.00 principal  payment  to
Bank on or before April 15, 2000;

          (o)  All legal  fees  by  Bank's  counsel  pertaining  to matters
involving  Borrower, including preparation of this Seventh Amendment,  must
be paid by Borrower;

          (p)  All unused fees owed to Bank by Borrower are paid; and

          (r)  Borrower  shall  cause  Omni  Alaska  to  file the necessary
reports  so  that Omni Alaska will be in good standing under  the  laws  of
Alaska.

     9.   REVISION  TO  ARTICLE  XI  (AFFIRMATIVE  COVENANTS)  OF  THE LOAN
AGREEMENT.

          (a)  Section 11.15 (Field Audits; Other Information) of the  Loan
Agreement is hereby amended and supplemented to add the following sentences
at the end of Section 11.15:

               In connection with the Seventh Amendment, the Bank
               is  authorized  by  the Borrower and Guarantors to
               cause   all   of  the  real   property,   drilling
               equipment, and inventory of Borrower that are part
               of the Collateral  to  be appraised, at Borrower's
               expense.  Borrower agrees  to  pay  the  fees  and
               expenses for such appraisal on May 15, 2000.

          (b)  Section  11.17  of the Loan Agreement is hereby amended  and
supplemented to include the following  sentences  at  the  end  of  Section
11.17:

               Notwithstanding  the  foregoing, the Bank consents
               to the sale by Borrower  of its "Coastal Turbines"
               business segment on or before  April 15, 2000, for
               purchase   price   proceeds   of  not  less   than
               $500,000.00.   The  said  proceeds   are   to   be
               delivered  by  Borrower  to  Bank  and  applied as
               follows:   $200,000.00  to be applied to past  due
               principal  under  the Acquisition  Note  and  Term
               Note; and the remaining proceeds are to be applied
               to   the  outstanding   indebtedness   under   the
               Revolving Note.

     10.  REPRESENTATION.   On  and as of the date hereof, and after giving
effect to this Seventh Amendment,  the Borrower and the Guarantors confirm,
reaffirm and restate the representations  and  warranties  set forth in the
Loan Agreement and the Collateral Documents; provided, that  each reference
to the Loan Agreement herein shall be deemed to include the Loan  Agreement
as amended by this Seventh Amendment.

     11.  DEPOSIT   ACCOUNTS.   The  Bank  reserves  its  right  to  demand
compliance by Borrower with Section 11.13 of the Loan Agreement.

     12.  PAYMENT OF EXPENSES.  The Borrower agrees to pay or reimburse the
Bank for all legal fees  and  expenses of counsel to the Bank in connection
with the transactions contemplated by this Seventh Amendment.

     13.  WAIVER OF DEFENSES; RELEASE OF LIABILITIES.  THE BORROWER AND THE
GUARANTORS ACKNOWLEDGE THAT THIS  SEVENTH  AMENDMENT  CONTAINS A RENEWAL OF
THE LOANS, AN EXTENSION OF PAYMENTS, AND A FORBEARANCE  BY  THE  BANK.   IN
CONSIDERATION  OF  THE  BANK'S  EXECUTION  OF  THIS  SEVENTH AMENDMENT, THE
BORROWER AND THE GUARANTORS DO HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS,
CAUSES  OF ACTION, AND/OR DEFENSES TO PAYMENT ON ANY INDEBTEDNESS  OWED  BY
ANY OF THEM  TO THE BANK THAT MAY EXIST AS OF THE DATE OF EXECUTION OF THIS
SEVENTH AMENDMENT.   FURTHER, BORROWER AND THE GUARANTORS HEREBY AGREE THAT
ALL DISPUTES AND CLAIMS  WHATSOEVER  OF  ANY  KIND OR NATURE WHICH BORROWER
AND/OR  ANY  OF  THE  GUARANTORS PRESENTLY HAS OR MAY  HAVE  AGAINST  BANK,
WHETHER PRESENTLY KNOWN  OR  UNKNOWN,  WHICH  BORROWER  AND/OR  ANY  OF THE
GUARANTORS  COULD  HAVE  ASSERTED  AGAINST  BANK,  ARE  FULLY  AND  FINALLY
RELEASED,   COMPROMISED   AND   SETTLED.    BORROWER  AND  THE  GUARANTORS,
INDIVIDUALLY AND FOR THEMSELVES, THEIR, SUCCESSORS IN INTEREST AND ASSIGNS,
DO HEREBY EXPRESSLY RELEASE AND FOREVER RELIEVE,  DISCHARGE  AND GRANT FULL
ACQUITTANCE  TO  BANK  FOR  AND  FROM ANY AND ALL CAUSES OF ACTION,  SUITS,
CLAIMS, DEBTS, OBLIGATIONS OR LIABILITIES  OF  ANY NATURE WHATSOEVER, KNOWN
OR  UNKNOWN,  ALLEGED  OR NOT ALLEGED, WHICH BORROWER  AND/OR  ANY  OF  THE
GUARANTORS HAS OR MAY HAVE  AGAINST  BANK, ITS AGENTS, OFFICERS, EMPLOYEES,
DIRECTORS  AND  SHAREHOLDERS  AS OF THE DATE  HEREOF.   ACCEPTANCE  OF  THE
PROCEEDS OF EACH REVOLVING LOAN  AFTER  THE  DATE HEREOF SHALL CONSTITUTE A
RATIFICATION, ADOPTION AND CONFIRMATION BY BORROWER  AND  GUARANTORS OF THE
FOREGOING GENERAL RELEASE OF RELEASED CLAIMS AND LIABILITIES THAT ARE BASED
IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT KNOWN OR UNKNOWN,  EXISTING ON
OR  PRIOR  TO THE DATE OF RECEIPT OF ANY SUCH REVOLVING LOAN.  THIS  WAIVER
AND RELEASE SHALL BE CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.

     14.  AMENDMENTS.   THE  LOAN  AGREEMENT AND THIS SEVENTH AMENDMENT ARE
CREDIT OR LOAN AGREEMENTS AS DESCRIBED IN LA. R.S. 6:<section>1121, ET SEQ.
THERE ARE NO ORAL AGREEMENTS BETWEEN  THE BANK, THE BORROWER,  OMNI ALASKA,
AVIATION, AND OMNI CANADA.  THE LOAN AGREEMENT,  AS AMENDED BY THIS SEVENTH
AMENDMENT, SETS FORTH THE ENTIRE AGREEMENT OF THE  PARTIES  WITH RESPECT TO
THE  SUBJECT  MATTER  HEREOF  AND  SUPERSEDES  ALL  PRIOR WRITTEN AND  ORAL
UNDERSTANDINGS BETWEEN THE BORROWER, AVIATION, OMNI ALASKA, OMNI CANADA AND
THE  BANK,  WITH  RESPECT  TO  THE  MATTERS  HEREIN  SET FORTH.   THE  LOAN
AGREEMENT,  AS AMENDED BY THIS SEVENTH AMENDMENT, MAY NOT  BE  MODIFIED  OR
AMENDED EXCEPT BY A WRITING SIGNED AND DELIVERED BY THE BORROWER, AVIATION,
OMNI ALASKA, OMNI CANADA AND THE BANK.

     15.  GOVERNING  LAW:   COUNTERPARTS.   This Seventh Amendment shall be
governed by and construed in accordance with  the  laws  of  the  State  of
Louisiana.   This  Seventh  Amendment  may  be  executed  in  any number of
counterparts,  all  of  which  counterparts,  when  taken  together,  shall
constitute one and the same instrument.

     16.  CONTINUED  EFFECT.  Except as expressly modified herein, the Loan
Agreement shall continue  in  full force and effect.  The Loan Agreement as
amended by this Seventh Amendment  is  hereby ratified and confirmed by the
parties hereto.

     IN  WITNESS  WHEREOF,  the parties hereto  have  caused  this  Seventh
Amendment to be executed and  delivered as of the date hereinabove provided
by the authorized officers each hereunto duly authorized.


                              OMNI ENERGY SERVICES CORP.

                              By:_____________________________________
                                    Name:  John H. Untereker
                                    Title: President, Chief Executive
                                           Officer


                              AMERICAN AVIATION L.L.C.
                              BY: OMNI ENERGY SERVICES CORP.,
                                      AS SOLE MEMBER

                              By:_____________________________________
                                   Name:  John H. Untereker
                                   Title: President, Chief Executive
                                          Officer





<PAGE>

                              OMNI ENERGY SERVICES CANADA CORP.
                              (F/K/A HAMILTON DRILL TECH INC.)

                              By:_____________________________________
                                   Name:  John H. Untereker
                                   Title:  Treasurer



                              OMNI ENERGY SERVICES- ALASKA, INC.

                              By:_____________________________________
                                   Name:  John H. Untereker
                                   Title:  Treasurer



                              HIBERNIA NATIONAL BANK

                              By:_____________________________________
                                   Name:  Tammy M. Angelety
                                   Title:    Vice President