SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 10-K/A
                              AMENDMENT NO. 2

   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 UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT  OF 1934

               For the transition period from ________   to _______

                     Commission File Number:  0-23383

                        OMNI ENERGY SERVICES CORP.
        (Name of small business issuer as specified in its charter)

        LOUISIANA                                   72-1395273
(State  or  other jurisdiction                   (I.R.S. Employee
of incorporation or organization)               Identification No.)

4500 N.E. EVANGELINE THRUWAY
     CARENCRO, LOUISIANA                                70520
(Address of principal executive offices)              (Zip Code)

                 Issuer's telephone number: (504) 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 (par value $.01 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

None.



<PAGE>
                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

     The following sets forth, as of April  14,  2000,  certain information
about  the  Company's directors, all of which have been nominated  for  re-
election to the  Board.   All directors are elected annually for a one year
term.  There are no arrangements  or understandings between the Company and
any person pursuant to which such person  has  been elected a director, and
no  director  or  nominee for director is related to  any  other  director,
nominees for director or executive officer of the Company.

                DIRECTORS                               AGE

           David A. Jeansonne                           39
           Robert F. Nash                               56
           John H. Untereker                            50
           Allen R. Woodard                             38
           Steven T. Stull                              41
           Crichton W. Brown                            42
           William W. Rucks, IV                         42

     DAVID A. JEANSONNE  founded  the  Company's operations in 1987 and has
been Chairman of the Board of the Company  and  each  of  its  predecessors
since their respective inceptions.  Additionally, Mr. Jeansonne  served  as
Chief  Executive  Officer of each of the Company's predecessors since their
respective inceptions,  and  of  the Company from its inception until March
1999.  Mr. Jeansonne also served as  President  of the Company from January
1999  until March 1999.  Mr. Jeansonne has also been Chairman of the Board,
President  and Chief Executive Officer of American  Aviation  Incorporated,
which he co-founded, since its inception in 1995.  Mr. Jeansonne has been a
director of the Company since September 1997.

     ROBERT  F.  NASH  joined the Company as its Chief Operating Officer in
September 1998 and served  as  President and Chief Executive Officer of the
Company from March 1999 to July 1999.  Before joining the Company, Mr. Nash
held executive management positions  with  Halliburton  Company,  an energy
services,  engineering  and  construction,  and  energy equipment provider,
during his 26-year career there.  Mr. Nash is a member  of  PESA,  SPE, and
the International Association of Drilling Contractors.  Mr. Nash has been a
director of the Company since September 1998.

     JOHN  H.  UNTEREKER has been the President and Chief Executive Officer
of the Company since  July  1999.   Previously,  he served as the Executive
Vice President and Chief Financial Officer of the  Company from August 1998
to July 1999.  Prior to joining the Company, Mr. Untereker  was  the senior
financial  officer at Petroleum Helicopters, Inc.  He has also held  senior
management positions  at  Lend  Lease  Trucks, Inc. and NL Industries, Inc.
Mr. Untereker is a graduate of Williams  College (B.A.), Iona College (MBA)
and  is  a CPA.  Mr. Untereker has been a director  of  the  Company  since
August 1998.

     ALLEN  R.  WOODARD  has  served as Vice President-Marketing & Business
Development of the Company and  has held this position with the Company and
its predecessor since July 1996.   He  was  an  exploration field inspector
with The Louisiana Land & Exploration Company, a natural resources company,
from  1988  to  1996.   Mr.  Woodard is a professional  land  surveyor  and
graduated  from  Nicholls  State  University  in  1987  with  a  degree  in
engineering technology.  Mr.  Woodard  has  been  a director of the Company
since September 1997.

     STEVEN T. STULL is a founding partner of Advantage Capital Partners, a
series of institutional venture capital funds under  common  ownership  and
control,  founded  in  1992  (collectively, "Advantage Capital"), and is an
executive  officer  and  a  director  of  each  of  the  Advantage  Capital
companies.  From 1985 through  1993,  Mr.  Stull  was  employed  by General
American  Life  Insurance  Company  in  various  positions,  including Vice
President of the Securities Division.  Mr. Stull graduated from  Washington
University in 1981 with a B.S. in Business Administration and in 1985  with
an  M.B.A.  and  is  a  chartered  financial analyst.  Mr. Stull has been a
director of the Company since September 1997.

     CRICHTON W. BROWN is an executive  officer  and  a director of each of
the Advantage Capital companies.  From 1988 to 1994, Mr.  Brown  was Senior
Vice  President  and Director-Corporate Development of The Reily Companies,
Inc.,  a  private  holding   company   with  interests  in  consumer  goods
manufacturing and corporate venture capital  investing.  From 1984 to 1988,
Mr.   Brown  served  as  principal  of  Criterion  Venture   Partners,   an
institutional  venture  capital  firm.   Mr.  Brown graduated from Stanford
University in 1980 with a B.A. in Business Administration  and  a  B.S.  in
Engineering  Management.   He subsequently graduated from the University of
Pennsylvania Wharton School  of  Finance  in 1984 with an M.B.A.  Mr. Brown
has been a director of the Company since September 1997.

     WILLIAM  W. RUCKS, IV has been a private  venture  capitalist-investor
since September  1996.   He  served as President and Vice Chairman of Ocean
Energy, Inc. (formerly Flores & Rucks, Inc.) from July 1995 until September
1996 and as President and Chief  Executive  Officer  from  its inception in
1992 until July 1995.  From 1985 to 1992, Mr. Rucks served as  President of
FloRuxco, Inc.  Prior thereto, Mr. Rucks worked as a petroleum landman with
Union  Oil  Company  of  California  in  its  Southwest Louisiana District,
serving  as Area Land Manager from 1981 to 1984.   Mr.  Rucks  has  been  a
director of  the  Company  since  September  1997 and is also a director of
Ocean Energy, Inc.

EXECUTIVE OFFICERS

     See  Item  4A  for  information  regarding  the   Company's  executive
officers.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock  are  required to
report  their  ownership  of  the  Common  Stock  and  any  changes in that
ownership  to  the  Securities  and Exchange Commission by specific  dates.
During 1999, a report by Mr. Thomas,  covering  a sale of Common Stock, and
four reports by Advantage Capital and Mr. Stull,  covering  the acquisition
of  warrants  to  purchase  Common  Stock,  were  inadvertently filed late.
Reports  on  Form  5  reporting  four  transactions  by  Mr. Untereker, one
transaction by Mr. Nash and three transactions by Mr. Woodard, all of which
were  grants  of  stock  options  during 1999, were inadvertently not filed
during  1999,  but  are  in the process of being prepared and will be filed
shortly.


ITEM 11.  EXECUTIVE COMPENSATION.

ANNUAL COMPENSATION

     The  following  table  sets  forth  all cash compensation and  options
granted for the three years ended December 31, 1999, to the Company's Chief
Executive  Officer  and  each of its three other  most  highly  compensated
executive officers (collectively,  the  "Named  Executive  Officers").   No
other  executive  officer  of  the  Company  was  paid over $100,000 by the
Company during 1999.
<TABLE>
<CAPTION>
                                                                           LONG-TERM
                                                                         COMPENSATION
                                  ANNUAL COMPENSATION                       AWARDS
                               ----------------------------------------  -------------
                                                             OTHER       NO. OF SHARES
                                                             ANNUAL      UNDERLYING
                                                             COMPEN-     OPTIONS/SARS     ALL OTHER
NAME AND PRINCIPAL POSITION    YEAR    SALARY    BONUS       SATION(1)   Granted(2)       COMPENSATION(3)
---------------------------    ----    ------    ---------   ---------   -------------    ---------------
<S>                            <C>     <C>       <C>         <C>         <C>              <C>
John H. Untereker(4)           1999    $156,250  $61,875           ---        86,720      $9,711
   President and               1998      67,500      ---           ---        55,000         ---
   Chief Executive Officer

Robert F. Nash(5)              1999    $111,539  $41,346           ---        16,720      $6,136
   Former President            1998      75,000      ---           ---       150,000         ---
   and Chief Executive Officer

David A. Jeansonne(6)          1999    $121,875      ---           ---           ---         ---
   Chairman of the Board,      1998     143,750      ---           ---           ---         ---
   Former President and        1997     130,208  $50,000           ---           ---         ---
   Chief Executive Officer

Allen R. Woodward              1999    $108,254      ---           ---        28,360      $3,980
   Vice President              1998     100,000      ---           ---           ---         ---
   Marketing and Business      1997     104,167      ---           ---       300,000         ---
   Development
</TABLE>
________________________

(1)  Perquisites  and other personal benefits paid to  each  Named  Executive
     Officer in any  of  the  years  presented  did  not exceed the lesser of
     $50,000 or 10% of such Named Executive Officer's  salary  and  bonus for
     that year.

(2)  See the following tables for additional information.

(3)  Consists of the Company's matching contributions to the 401(k) plan  and
     premiums on life and health insurance.

(4)  Mr.  Untereker has served as the Company's President and Chief Executive
     Officer since July 16, 1999.  Previously, from August 1998 until July 1,
     1999,  Mr.  Untereker  served  as  Executive  Vice  President  and Chief
     Financial Officer of the Company.

(5)  Mr.  Nash  served as the Company's President and Chief Executive Officer
     from March 4, 1999 until July 16, 1999.

(6)  Mr. Jeansonne  served  as  the  Company's  Chief Executive Officer until
     March 1, 1999 and also served as the Company's President from January 1,
     1999 until March 1, 1999.



<PAGE>


1999 STOCK OPTION AND STOCK APPRECIATION RIGHT GRANTS

     The  following  table  contains  certain  information  concerning  stock
options and SARs granted to the Named Executive Officers during 1999.
<TABLE>
<CAPTION>


                                                                              POTENTIAL REALIZABLE
                                                                                VALUE AT ASSUMED
                                                                                  ANNUAL RATES
                      NO. OF         % OF TOTAL                                  OF STOCK PRICE
                      SHARES        OPTIONS/SARS     EXERCISE                   APPRECIATION FOR
                    UNDERLYING       GRANTED TO         OR                    OPTION/SAR TERM(1)
                   OPTIONS/SARS       EMPLOYEES        BASE      EXPIRATION  ----------------------
     NAME             GRANTED           IN 1999        PRICE         DATE        5%            10%
  ---------         ------------    --------------   ----------   ----------  -----------   ----------
<S>                 <C>             <C>              <C>          <C>          <C>          <C>
John H. Untereker      16,720               2.2%         $5.00        2/8/09   $  52,576    $ 133,237
                       25,000               3.3%          4.00       3/11/09      62,889      159,374
                       25,000               3.3%          1.50      12/15/09      23,584       59,765
                       20,000               2.7%          3.00      12/15/09      37,734       95,625

Robert F. Nash(2)      16,720               2.2%         $5.00        2/5/01   $  52,576    $ 133,237

David A. Jeansonne        ---               ---            ---           ---

Allen R. Woodard        8,360               1.1%         $5.00        2/8/09   $  26,288    $  66,618
                       10,000               1.3%          3.00      12/15/09      18,867       47,812
                       10,000               1.3%          1.50      12/15/09       9,433       23,906

</TABLE>

________________________

(1)  Amounts reflect assumed rates of appreciation required by Securities and
     Exchange Commission (the "Commission") executive compensation disclosure
     rules.  Actual gains, if any, on SARs depend  on  future  performance of
     the Common Stock and overall market conditions.

(2)  In  connection  with Mr. Nash's resignation on July 16, 1999, 158,360 of
     the options granted to him, representing 150,000 options granted in 1998
     and 8,360 options granted in 1999, were canceled.

STOCK OPTION HOLDINGS

     The  following  table sets forth information, as of December  31,  1999,
with respect to stock  options and SARs held by the Named Executive Officers.
None of the Named Executive Officers exercised any options to purchase Common
Stock or SARs in 1999.

                   AGGREGATE OPTION/SAR VALUES AT YEAR END
<TABLE>
<CAPTION>


                                                                 VALUE OF  UNEXERCISED
                           NUMBER OF SECURITIES                     IN-THE-MONEY
                                UNDERLYING                           OPTIONS/SARS
                       UNEXERCISED OPTIONS/SARS AT                        AT
                                 YEAR END                             YEAR END(1)
                     ----------------------------------    ----------------------------------
     NAME            EXERCISABLE          UNEXERCISABLE    EXERCISABLE          UNEXERCISABLE
----------------     -----------          -------------    -----------          -------------
<S>                  <C>                  <C>              <C>                  <C>
John H. Untereker      22,110               119,610            -0-                  -0-

Robert F. Nash          8,360                   ---            -0-                  -0-

David A. Jeansonne        ---                24,180            -0-                  -0-

Allen R. Woodard      304,180                30,000            -0-                  -0-

</TABLE>
________________________

(1)  The closing sale price  of  the  Common  Stock  on December 31, 1999 was
     $1.13 per share, as reported by the Nasdaq National Market.


<PAGE>

EXECUTIVE EMPLOYMENT AGREEMENTS

   The  Company  has  employment  agreements  with  all the  Named  Executive
Officers, except Mr. Nash.  All such contracts contain  agreements of each of
the Named Executive Officers to refrain from using or disclosing  proprietary
information of the Company, as defined therein, and to refrain from competing
with  the  Company  in  specified  geographic  areas  during  such  officer's
employment and for two years thereafter with respect to Mr. Jeansonne and Mr.
Untereker, and for five years thereafter with respect to Mr. Woodard.

   The  term of Mr. Jeansonne's employment agreement is from July 1, 1997  to
June 30,  2003.   The  agreement  provides  that  Mr. Jeansonne will serve as
Chairman of the Board of the Company during such term  at  a  base  salary of
$75,000  per  year, and that Mr. Jeansonne's employment may be terminated  at
any time by the  Company  for  cause  or  for  breach of the agreement by Mr.
Jeansonne.

   The term of Mr. Woodard's employment agreement  is  from  July 19, 1996 to
July 19, 2000.  The agreement provides that he will serve as Vice President -
Marketing & Business Development, Secretary and a director of the Company and
will perform such other duties as may be assigned to him by the  Board.   The
agreement  also provides for a base salary of $50,000 per year throughout the
term of the agreement and it may be terminated at any time by the Company for
cause or for  breach  of  the  agreement  by Mr. Woodard.  Depending upon the
circumstances  of  termination, Mr. Woodard may  be  entitled  to  additional
payments related to  certain  exercises  of  stock  options  by  Mr.  Woodard
following termination.

   Robert  F.  Nash  resigned  as the Company's President and Chief Executive
Officer as of July 16, 1999 and his employment agreement was terminated.  Mr.
Nash continues to serve as a director of the Company.

   John H. Untereker, who became  the Company's President and Chief Executive
Officer as of July 16, 1999, has entered  into  an  employment agreement with
the Company, the term of which is from August 4, 1998 through August 4, 2001.
The agreement provides that Mr. Untereker will serve  at  a  base  salary  of
$150,000  per  year  with  a  guaranteed  bonus  of  $75,000  per  year.  Mr.
Untereker's agreement may be terminated at any time by the Company for  cause
or  breach  of  the  agreement by Mr. Untereker.  In the event of a change of
control, Mr. Untereker's  employment  term  will be automatically extended to
expire on the third anniversary of such change of control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   No member of the Compensation Committee served  as  an officer or employee
of the Company or any of our subsidiaries prior to or while  serving  on  the
Compensation Committee.  In 1999, none of our executive officers served as  a
director  or  member  of the compensation committee of another entity, any of
whose  executive  officers  served  on  our  Board  or  on  our  Compensation
Committee.

COMPENSATION OF DIRECTORS

   Each non-employee  director  is  paid an attendance fee of $2,000 for each
Board meeting attended and  $500 for  each  committee  meeting attended.  All
directors  are reimbursed for reasonable out-of-pocket expenses  incurred  in
attending  Board  and  committee meetings.  The directors of the Company have
all voluntarily deferred all payments due to them beginning September 1999.

   Each person  who  becomes  a non-employee director is granted an option to
purchase 10,000 shares of Common Stock at an exercise price equal to the fair
market value of the Common Stock on the date such person becomes a director.

   Additionally, in each year during  which  the  Company's 1997 Stock Option
Plan (the "Plan") is in effect and a sufficient number  of  shares  of Common
Stock are available thereunder, each person who is a non-employee director on
the  day  following the annual meeting of the Company's shareholders will  be
granted an  option  to  purchase  5,000 shares of Common Stock at an exercise
price equal to the fair market value  of  the Common Stock on such date.  All
such options become fully exercisable on the  first anniversary of their date
of grant and expire on the tenth anniversary thereof, unless the non-employee
director ceases to be a director of the Company,  in  which case the exercise
periods will be shortened.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

   The following table sets forth, as of April 14, 2000,  certain information
regarding  beneficial  ownership  of Common Stock by (i) each  of  the  Named
Executive Officers (as defined above  in "Executive Compensation"), (ii) each
director of the Company, (iii) all of the  Company's  directors and executive
officers as a group and (iv) each shareholder known by  the Company to be the
beneficial owner of more than 5% of the outstanding Common  Stock,  all as in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934.  Unless
otherwise indicated, the Company believes that the shareholders listed  below
have  sole investment and voting power with respect to their shares based  on
information furnished to the Company by such shareholders.

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF
                                      NUMBER OF SHARES          OUTSTANDING
      NAME OF BENEFICIAL OWNER       BENEFICIALLY OWNED         COMMON STOCK
<S>                                  <C>                        <C>
Steven T. Stull                           8,939,662(1)(3)           52.2%(3)
Advantage Capital                         8,924,662(2)(3)           52.1%(3)
Wellington Management Company, LLP        1,190,000(4)               7.4%
Allen R. Woodard                            976,253(5)               5.9%
David A. Jeansonne                          144,905                    *
Robert H. Chaney                            859,500(6)               5.4%
William W. Rucks, IV                         15,000(7)                 *
Crichton W. Brown                            15,000(7)                 *
Robert F. Nash                                8,360(7)                 *
John H. Untereker                            49,220(7)                 *
Peter H. Nielsen                              5,000(7)                 *
All directors and executive officers
       as a group (8 persons)            11,012,900(3)(8)           62.8%(3)
</TABLE>
________________________

 *  Less than one percent.

(1) Includes  7,787,162  shares  held  by  the  Advantage Capital  companies
    referred to in note (2).  Mr. Stull is the majority  shareholder of each
    of the general partners referred to in note (2). Also includes 1,152,500
    shares  issuable  upon  the  exercise of options and warrants  currently
    exercisable or exercisable within sixty days.

(2) The address of Advantage Capital  is 909 Poydras Street, Suite 2230, New
    Orleans,  Louisiana  70112.   Of  these  shares,  293,983  are  held  by
    Advantage Capital Partners Limited  Partnership  and 993,831 are held by
    Advantage Capital Partners II Limited Partnership,  of  which  Advantage
    Capital  Corporation  is  the  general  partner;  1,616,060  are held by
    Advantage  Capital  Partners III Limited Partnership, of which Advantage
    Capital Management Corporation  is  the  general  partner; 3,025,697 are
    held  by  Advantage  Capital Partners IV Limited Partnership,  of  which
    Advantage Capital Financial  Company,  L.L.C.  is  the  general partner;
    1,857,591 are held by Advantage Capital Partners V Limited  Partnership,
    of which Advantage Capital Advisors, L.L.C. is the general partner;  and
    1,137,500  are issuable upon the exercise of warrants exercisable within
    sixty days.   Of  such  warrants,  16,000  are held by Advantage Capital
    Partners V Limited Partnership, 373,498 are  held  by  Advantage Capital
    Partners  VI  Limited Partnership, of which Advantage Capital  NOLA  VI,
    L.L.C. is the general  partner;  607,737  are  held by Advantage Capital
    Partnership  VII  Limited Partnership, of which Advantage  Capital  NOLA
    VII, L.L.C. is the  general  partner;  158,390  are  held  by  Advantage
    Capital  Partners  VIII  Limited Partnership, of which Advantage Capital
    NOLA  VIII,  L.L.C.  is the general  partner;  and  1,875  are  held  by
    Advantage Capital Technology  Fund,  L.L.C.,  of which Advantage Capital
    Technology Advisors, L.L.C. is the managing member.

(3) Does  not include 740,000 shares of Common Stock that may be issued upon
    conversion  of  the  Company's  Series A 8% Convertible Preferred Stock,
    which was issued to Advantage Capital on April 26, 2000.  If such shares
    had  been  included,  the  percentage  beneficially  owned by Mr. Stull,
    Advantage  Capital  and all directors and officers as a group would have
    been  54.2%,  54.1% and 64.3%, respectively.  See "Certain Relationships
    and Related Transactions."

(4) Based  on information set forth in a Schedule 13G  filed  by  Wellington
    Management  Company,  LLP  ("WMC")  on  February 21, 2000,  WMC reported
    shared power to vote or to direct the vote  of  710,000  shares  and the
    shared power to dispose or direct the disposition of 1,190,000 shares as
    a  result  of WMC acting as investment advisor to its own clients.   The
    address of WMC is 75 State Street, Boston, Massachusetts  02109.

(5) Includes  313,360   shares  issuable  upon  the  exercise  of  currently
    exercisable options or options exercisable within sixty days and 105,750
    shares held by Mr. Woodard's children.

(6) Based on information  set  forth  in a Schedule 13G filed by R. Chaney &
    Partners IV L.P., ("Fund IV"), R. Chaney  &  Partners  III  L.P.  ("Fund
    III"),   R.  Chaney  Investments,  Inc.  ("Investments"),  R.  Chaney  &
    Partners,  Inc.  ("Partners")  and  Mr.  Robert H. Chaney on February 8,
    1999.  Investments is the sole general partner  of  Fund IV, Partners is
    the  sole  general  partner  of  Fund III, and Mr. Chaney  is  the  sole
    shareholder of Investments and Partners.   Fund  IV, Investments and Mr.
    Chaney have the sole power to vote or to direct the  vote,  and the sole
    power to dispose or to direct the disposition of, 237,500 shares.   Fund
    III,  Partners  and  Mr. Chaney have the sole power to vote or to direct
    the vote, and the sole  power  to  dispose or direct the disposition of,
    622,000 shares.  The address of Mr. Chaney and each of these entities is
    909 Fannin Street, Suite 1275, Two Houston Center, Houston, Texas 77010.

(7) Represents  shares  issuable  upon the  exercise  of  options  currently
    exercisable or exercisable within sixty days.

(8) Includes  1,558,440  shares  issuable   upon  the  exercise  of  options
    currently exercisable or exercisable within sixty days.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    The business of the Company was founded in  1987  by  Mr. Jeansonne.  In
July  1996,  the  successor  to this business, OMNI Geophysical  Corporation
("OGC"),  of  which Mr. Jeansonne  is  a  director,  executive  officer  and
principal shareholder,  sold substantially all of its assets, other than the
land and building on which  the Company's headquarters were then located, to
OMNI Geophysical, L.L.C., the  Company's  predecessor  ("OMNI Geophysical").
At the time of this transaction, Mr. Jeansonne also retained  certain assets
used   primarily   to   entertain  clients  of  the  business  (the  "client
entertainment assets").   Since  that time, OMNI Geophysical and the Company
have leased the former headquarters  building  from  OGC  under an agreement
that also contained an option to purchase.  OMNI Geophysical and the Company
have  also  used  the assets retained by Mr. Jeansonne, and in  return  have
borne substantially  all  of  the  direct  costs  of  entertainment at these
facilities.

     In  November  1998, the Company exercised its option  to  purchase  the
former  headquarters  building  and  the  client  entertainment  assets  for
$500,000   and   $400,000,   respectively;   however,   during  1999,  these
transactions were reversed.  As of December 31, 1998, Mr. Jeansonne owed the
Company  approximately  $52,000  for  advances  by  the Company  related  to
entertainment at the facilities retained by Mr. Jeansonne  that  the Company
determined  were  not  directly related to its clients, and this amount  was
repaid to the Company during  1999.   During  1999,  the Company paid to Mr.
Jeansonne  $30,000  for rent on the OGC headquarters building,  $40,143  for
expenses  relating  to  client entertainment and $21,646 for certain medical
expenses.

     In December 1997,  OGC  advanced  to the Company approximately $100,000
for use in compensating employees.  This  advance  was expensed in 1998, but
in order to conserve working capital, the Company and  Mr.  Jeansonne agreed
to  defer  reimbursement  of  OGC.  The Company repaid this advance  to  OGC
during  1999.   As of March 31, 2000,  the net amount owed by the Company to
Mr. Jeansonne was $13,478.

     In February and June 1999, the Company privately placed a total of $3.0
million in subordinated debentures with  Advantage  Capital.  The notes bear
interest at 12% per annum and mature on March 1, 2004.   In  connection with
these  debentures,  the  Company  issued  warrants  to Advantage Capital  to
purchase up to 960,000 shares of the Company's Common  Stock  at an exercise
price  of  $5.00  per share. The warrants vest equally over four years until
2002, unless the debentures are paid in full, in which case,  those warrants
that have not  become exercisable will become void. All warrants that become
exercisable will expire on March 1, 2004.

     In  July  and  September  1999,  the  Company  collectively  issued  an
additional  $2.0  million in subordinated debentures to  Advantage  Capital.
The notes bear interest  at  12%  per  annum,  with $1.0 million maturing on
March 1, 2004 and $1.0 million maturing on March  1,  2005.    In connection
with these debentures, the Company issued warrants to Advantage  Capital  to
purchase  up to 640,000 shares of the Company's Common  Stock at an exercise
price of $5.00  per share.   The warrants vest equally over four years until
2002, unless the debentures are paid in full, in which case, those  warrants
that have not become exercisable will become void.  All warrants that become
exercisable will expire on March 1, 2004.

     In  October  1999,  the Company issued  $2.5  million  in  subordinated
debentures to Advantage Capital.   The   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. The notes mature on March 1, 2005,
with interest  payable  March  1  of  each  year.   In connection with these
debentures, the Company issued warrants to Advantage  Capital to purchase up
to 300,000 and 37,500 shares of the Company's Common Stock  at  an  exercise
price  of $3.00 and $2.00, respectively. These warrants all vest immediately
and expire on March 1, 2005.

     In  December  1999,  February 2000 and April 2000, the Company received
from Advantage Capital, $1,000,000,  $500,000  and  $350,000,  respectively,
related  to  preferred stock subscription agreements.  The preferred  stock,
which was issued  on  April 26, 2000, has an 8% cumulative dividend rate, is
convertible into common  stock  with an initial conversion rate of $2.50, is
redeemable  at  the option of the Company  at  par  plus  unpaid  dividends,
contains a liquidation  preference of $1,000 per share and has 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.


<PAGE>
                                 SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities  Exchange  Act
of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                            OMNI ENERGY SERVICES CORP.


                            By:  /S/ PETER H. NIELSEN
                                      Peter H. Nielsen
                                   Chief Financial Officer


                            Date:  April 28, 2000