EXHIBIT 10.14


          FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


     THIS  FIRST  AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of  March  31,  1998 (the "First Amendment"), between OMNI
ENERGY SERVICES CORP., a Louisiana  corporation ("Omni"), AMERICAN AVIATION
L.L.C., a Missouri limited liability  company  ("Aviation"),  OMNI MARINE &
SUPPLY,  INC.,  a  Louisiana corporation ("Marine"), and HIBERNIA  NATIONAL
BANK, a national banking association ("Bank").

                           W I T N E S S E T H:

     WHEREAS, Omni, Aviation, Marine, and Bank have heretofore entered into
an Amended and Restated  Loan  Agreement dated as of January 20, 1998, (the
"Loan Agreement"), pursuant to which  Bank  established  in  favor  of Omni
certain credit facilities consisting of Acquisition Loans, Revolving Loans,
and a Term Loan.

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

     WHEREAS, the parties desire to amend and supplement the Loan Agreement
to revise the definition of the term "EBITDA".

     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.

     2.   DEFINED  TERMS REVISION.  The definition  of  the  term  "EBITDA"
appearing in Section  1.1 on page 4 of the Loan Agreement is hereby deleted
and restated as follows:

               "EBITDA"  shall  mean  earnings  before  interest,
               taxes,   depreciation,   and   amortization,  less
               dividends or distributions.  To  calculate  EBITDA
               for calendar quarters ending prior to December 31,
               1998,   net  income  for  the  four  (4)  calendar
               quarters shall be annualized.

     3.   REPRESENTATION:   NO  DEFAULT.   On  and as of the effective date
hereof,  and  after  giving effect to this First Amendment,  Omni  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 First Amendment.   Omni  and  the
Guarantors also represent and  warrant  that no Default or Event of Default
has occurred and is continuing under the Loan Agreement.

     4.   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 Omni to Bank.

     5.   PAYMENT OF EXPENSES.  Omni agrees to  pay  or  reimburse Bank for
all  legal  fees  and  expenses of counsel to Bank in connection  with  the
transactions contemplated by this First Amendment.

     6.   WAIVER OF DEFENSES.   In consideration of the Bank's execution of
this First Amendment, Omni and the  Guarantors  do hereby irrevocably waive
any and all claims 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
First Amendment.

     7.   AMENDMENTS.   THE  LOAN  AGREEMENT  AND THIS FIRST 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,  OMNI, MARINE, AND AVIATION.
THE  LOAN  AGREEMENT, AS AMENDED BY THIS FIRST 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 OMNI,
AVIATION,  MARINE,  AND  THE  BANK, WITH RESPECT TO THE MATTERS HEREIN  SET
FORTH.  THE LOAN AGREEMENT, AS  AMENDED BY THIS FIRST AMENDMENT, MAY NOT BE
MODIFIED  OR AMENDED EXCEPT BY A WRITING  SIGNED  AND  DELIVERED  BY  OMNI,
AVIATION, MARINE AND THE BANK.

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

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

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     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  First
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:  David E. Crays
                                   Title:  CFO and Vice President


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


                              By:_____________________________________
                                 Name:  David E. Crays
                                 Title:  CFO and Vice President


                              OMNI MARINE & SUPPLY, INC.


                              By:____________________________________
                                   Name:  David E. Crays
                                   Title:  CFO and Vice President


                              HIBERNIA NATIONAL BANK


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






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