FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


     THIS  FIFTH  AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of September 29,  1999 (the "Fifth 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, and as amended by Fourth Amendment  thereto dated as of March 29,
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, the Borrower is currently in default under the Loan Agreement
because  of Borrower's failure (i) to make scheduled payments, (ii) to meet
financial  covenant  requirements,  and  (iii)  to remit waiver fees to the
Bank;

     WHEREAS,  the  Borrower,  with  the  consent  of the  Guarantors,  has
requested that the Bank (i) extend the scheduled July  31,  1999  principal
payments  on  all  Loans to October 31, 1999 and (ii) to allow the Borrower
until October 31, 1999 to remedy all financial covenant violations; and

     WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended  by  this Fifth  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 Fifth Amendment.

     2.   DEFINED TERMS REVISION.

          (a)  The  definition of the term "Acquisition Note" appearing  in
Section 1.1 on page 2  of  the  Loan  Agreement,  as modified by the Fourth
Amendment, is hereby deleted and restated as follows:

               "ACQUISITION   NOTE"   shall   mean  that  certain
               promissory note more fully described  in paragraph
               4(a) of the Fifth Amendment, together with any and
               all   extensions,  renewals,  modifications,   and
               substitutions therefor.

          (b)  The definition of the term "Borrowing Base Amount" appearing
in  paragraph 2(a) of the  Third  Amendment,  as  modified  by  the  Fourth
Amendment, is hereby deleted and restated as follows:

               "BORROWING   BASE  AMOUNT"  shall  mean:  for  the
               Revolving Loan Commitment, at any time, based upon
               the most recent  timely  submitted  borrowing base
               certificate  submitted  by  or  on behalf  of  the
               Borrower (but not less than on a weekly basis), as
               the same may be adjusted by the Bank  on  a  daily
               basis upon review of the Borrower's sales journals
               and  cash  receipts  and  as  a  result  of  field
               examinations  of  the Collateral (using reasonable
               lending   discretion),    the    lesser   of   (i)
               $6,000,000.00 or (ii) the sum of (x) the amount of
               Qualified  Receivables  at  such  time   and   (y)
               advances,  using reasonable lending discretion and
               up  to  the  sublimit   (in   the   aggregate)  of
               $3,000,000.00,    to    finance   the   Borrower's
               acquisition of Eligible Parts  and Supplies, which
               advances are limited to a loan to  value  ratio of
               50%.

          (c)  The  definition  of  the  term  "Revolving Loan  Commitment"
appearing in Section 1.1 on page 9 of the Loan Agreement,  as  modified  by
the Fourth Amendment, is hereby deleted and restated as follows:

               "REVOLVING   LOAN   COMMITMENT"   shall  mean  the
               agreement  by  the  Bank to the Borrower  to  make
               Revolving Loans and to issue Credits in accordance
               with  the  provisions of  Article  II  hereof,  as
               amended by the Fifth Amendment.

          (d)  The definition  of  the  term  "Revolving Note" appearing in
Section  1.1 on page 9 of the Loan Agreement, as  modified  by  the  Fourth
Amendment, is hereby deleted and restated as follows:

               "REVOLVING   NOTE"   shall   mean   that   certain
               promissory  note more fully described in paragraph
               3(a) of the Fifth Amendment, together with any and
               all  extensions,   renewals,   modifications,  and
               substitutions therefor.

          (e)  The definition of the term "Term  Note" appearing in Section
1.1 of the Loan Agreement is hereby deleted and restated as follows:

               "TERM  NOTE"  shall  mean that certain  promissory
               note more fully described  in  paragraph  5 of the
               Fifth   Amendment,   together  with  any  and  all
               extensions,    renewals,     modifications,    and
               substitutions therefor.

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

               "FIFTH  AMENDMENT"  shall  mean that certain Fifth
               Amendment to Amended and Restated  Loan  Agreement
               dated  as  of  September  29,  1999  by  and among
               the Borrower, Aviation, Omni Canada,  Omni Alaska,
               and the Bank.

     3.   REVISIONS TO ARTICLE II (REVOLVING LOANS) OF  THE LOAN AGREEMENT.
Subject to the terms and conditions of the Loan Agreement,  and  as amended
by this Fifth Amendment, the parties agree as follows:

          (a)  The  term  "Revolving  Note"  in  Section  2.2.1 of the Loan
Agreement, as modified by the Fourth Amendment, shall henceforth  mean that
certain   master   promissory   note   of   the  Borrower  dated  September
               ,  1999  in  the  maximum  aggregate   principal  amount  of
$6,000,000.00,  payable  to  the order of the Lender on demand,  or  if  no
demand is made, on the Termination  Date,  and  bearing interest, effective
September 13, 1999, at the Base Rate plus 3% (the  "Revolving  Note").  The
parties  acknowledge that the Revolving Note constitutes a reduction of the
principal   amount   available  for  Revolving  Loans  and  a  renewal  and
refinancing of the Revolving  Note dated March 29, 1999, by the Borrower in
the maximum aggregate principal amount of $7,000,000.00.

          (b)  Notwithstanding  any  provision in Section 2.2.4 of the Loan
Agreement (or any other provision of the  Loan  Agreement) to the contrary,
the  Borrower agrees and understands that commencing  September  13,  1999,
interest  payments under the Revolving Note shall be due and payable weekly
on Monday of each week.

          (c)  The  reference  in  line  3  of  Section  2.2.8  of the Loan
Agreement,  as  modified  by  the Fourth Amendment, to $7,000,000.00  shall
henceforth be deemed a reference to $6,000,000.00.
     4.   REVISIONS  TO  ARTICLE   III  (ACQUISITION  LOANS)  OF  THE  LOAN
AGREEMENT.  Subject to the terms and  conditions  of the Loan Agreement, as
amended by this Fifth Amendment, the parties agree as follows:

          (a)  Section  3.2.1 of the Loan Agreement,  as  modified  by  the
Fourth Amendment, is hereby deleted and restated as follows:

               SECTION 3.2.1.   ACQUISITION NOTE.  Subject to the
               terms and conditions of this Agreement, as amended
               by  the  Fifth Amendment,  the  term  "Acquisition
               Note"   shall   henceforth   mean   that   certain
               promissory  note  by the Borrower in the principal
               amount of $2,948,658.96  (the "Acquisition Note"),
               dated September 29, 1999, payable to the  order of
               the  Bank,  with  a final maturity of January  20,
               2000, and bearing interest  at  the Base Rate plus
               3% (effective September 13, 1999).

The  parties acknowledge that the Acquisition Note,  as  described  in  the
indented  paragraph  above,  evidences  a renewal and refinancing as a term
loan of the "Acquisition Note" dated March  29, 1999 by the Borrower in the
principal amount of $7,937,889.00.

          (b)  Notwithstanding any provision  in  Section 3.2.4 of the Loan
Agreement (or any other provision of the Loan Agreement)  to  the contrary,
the  Borrower  agrees  and understands that commencing September 13,  1999,
interest payments under  the  Acquisition  Note  shall  be  due and payable
weekly on Monday of each week.

     5.   REVISION  TO  ARTICLE  IV  (TERM  LOAN)  OF  THE  LOAN AGREEMENT:
Section 4.2 of the Loan Agreement, as modified by the Fourth  Amendment, is
hereby  amended  to  reflect  that the Term Note described therein  is  now
evidenced  by  that  certain  renewal   promissory   note  dated  September
                                                                 ,  1999 by
the Borrower in the principal amount of $6,067,452.13, payable to the order
of  the  Bank,  and  bearing  interest  at the Base Rate plus 3% (effective
September 13, 1999).  In addition, notwithstanding any provision in Section
4.2 of the Loan Agreement (or any other provision of the Loan Agreement) to
the contrary, the Borrower agrees and understands that commencing September
13, 1999, interest payments under the Term  Note  shall  be due and payable
weekly on Monday of each week.

     6.   REVISIONS  TO  ARTICLE  V  (FEES)  OF  THE  LOAN AGREEMENT.   The
following new Section is hereby added to the Loan Agreement as Section 5.5:
               SECTION  5.5.  EXTENSION FEE.  The Borrower  shall
               pay to the Bank an extension fee of $112,704.00 on
               October 31, 1999.

     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 confirm their solidary liability for all Loans.

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

          (a)  The  Borrower  shall have executed and delivered to the Bank
this Fifth Amendment, the (renewal) Notes, and all other documents required
by  the  Loan  Agreement, as amended  by  this  Fifth  Amendment,  and  the
Guarantors shall  have  executed  and  delivered  to  the  Bank  this Fifth
Amendment,  and  all  other  documents  required by the Loan Agreement,  as
amended by this Fifth 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 Fifth 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 Fifth Amendment;

          (e)  The  Bank  shall  have  received   an   extension   fee   of
$112,704.00, which fee was due and payable on August 31, 1999.

          (f)  Except  for Events of Default pertaining to Loan payment and
financial covenant violations  as  addressed  in  this  Fifth Amendment, no
Default or Event of Default shall exist or shall result from renewal of the
Loans as provided for herein;

          (g)  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 Fifth Amendment;

          (h)  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;

          (i)  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;

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

          (k)  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;

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

          (m)  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;

          (n)  Interest  payments  on  all  Loans  must be paid current and
remain current;

          (o)  Principal payments on all debt owed by  the Borrower (and/or
any of the Guarantors) to The CIT Group/Equipment Financing,  Inc.  must be
waived  and  extended  through  November  15,  1999,  in writing by The CIT
Group/Equipment  Financing, Inc., and a copy of such waiver  and  extension
must be furnished to the Bank;

          (p)  Advantage  Capital must make a $900,000.00 subordinated debt
issuance to the Borrower prior  to execution of this Fifth Amendment by the
Borrower; and.

          (q)  Advantage  Capital  must  execute  a  written  subordination
agreement in favor of Bank  and  The  CIT  Group/Equipment Financing, Inc.,
whereby Advantage Capital subordinates all present  and future indebtedness
owed by Borrower, which agreement must be delivered to,  and  in  form  and
substance satisfactory to, Bank.

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

          (a)  Section 11.1(f) of the Loan Agreement is hereby deleted  and
restated as follows:

               (f)  on Monday of each week, an aging of each the Borrower's
                    and  the  Guarantor's Receivables and accounts payable,
                    together with  a  certificate executed by the President
                    of  the Borrower and  the  Guarantor,  identifying  the
                    amount  of  Qualified Receivables of the Borrower as of
                    the  end  of  the  previous  week,  in  such  form  and
                    containing   such    representations   and   warranties
                    regarding the Receivables  as  the  Bank may reasonably
                    require,

          (b)  The   parties  to  this  Fifth  Amendment  acknowledge   the
Borrower's failure to  comply  with  the  financial  covenants set forth in
Section 11.9(a) through (e) of the Loan Agreement.  Subject  to  the  terms
and  conditions  of  this Fifth Amendment, the Bank agrees to forbear until
October 31, 1999, in exercising  its  rights to declare an Event of Default
based on the Borrower's failure to comply  with  said  financial covenants.
The  parties  further acknowledge that the Borrower has until  October  31,
1999  to  comply  with  the  said  financial  covenant  requirements.   The
foregoing forbearance  is a one-time forbearance by the Bank limited to the
period ending October 31,  1999,  and  is  not  intended  and  shall not be
construed as a waiver by the Bank.

          (c)  The  following  new covenant is added to the Loan Agreement
as Section 11.26:
               SECTION 11.26.  BI-MONTHLY  CASH  FORECASTS.   The
               Borrower  agrees that it shall furnish the Bank on
               a bi-monthly  basis (to be delivered to Bank every
               other Monday),  a  cash  forecast  with a detailed
               projection of cash receipts and disbursements.

          (d)  The following new covenant is added  to  the Loan Agreement
as Section 11.27:

               SECTION   11.27.   ADDITIONAL  SUBORDINATED  DEBT.
               Additional  subordinated  debt  of  not  less than
               $5,000,000.00 must be issued or committed  to  the
               Borrower  prior  to  October 31, 1999, and written
               evidence of such issuance  or  commitment  must be
               delivered  to  the Bank prior to October 31, 1999.
               Notwithstanding   any   provision   in   the  Loan
               Agreement  to  the contrary, the Borrower and  the
               Guarantors agree  and  understand that a breach or
               violation of the foregoing  covenant and agreement
               shall constitute an Event of  Default  under  this
               Agreement,  as amended by the Fifth Amendment, and
               shall entitle  the  Bank to immediately accelerate
               and demand payment of all Loans.

     10.  ACKNOWLEDGMENT PERTAINING  TO  JULY 31, 1999 PRINCIPAL PAYMENTS.
The parties agree and acknowledge that pursuant  to  this  Fifth Amendment
the loan payments of principal due on July 31, 1999 shall be  included  in
the  payments  due on October 31, 1999.  The total amount of principal due
on October 31, 1999 is $1,579,298.00

     11.  REPRESENTATION.   On  and as of the date hereof, and after giving
effect to this Fifth 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 Fifth Amendment.

     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 Fifth Amendment.

     13.  WAIVER OF DEFENSES; RELEASE OF LIABILITIES.  THE BORROWER AND THE
GUARANTORS ACKNOWLEDGE  THAT THIS FIFTH 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 FIFTH 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 FIFTH
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.   THIS  WAIVER  AND  RELEASE SHALL BE
CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.

     14.  AMENDMENTS.   THE  LOAN  AGREEMENT  AND THIS FIFTH 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 FIFTH
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  FIFTH  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  Fifth  Amendment  shall  be
governed by and construed  in  accordance  with  the  laws  of the State of
Louisiana.   This  Fifth  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 Fifth Amendment  is  hereby  ratified  and confirmed by the
parties hereto.

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<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Fifth
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



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

                              By:_____________________________________
                                   Name:  ____________________________
                                   Title:  ___________________________



                              OMNI ENERGY SERVICES- ALASKA, INC.

                              By:_____________________________________
                                   Name:______________________________
                                   Title:_____________________________



                              HIBERNIA NATIONAL BANK

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