SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-K

(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, 1998
      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 IDENTIFICATION NO.)
     INCORPORATION OR ORGANIZATION)


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


     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 19, 1999 was approximately $17,373,000.

      The number of shares of the Registrant's common stock,  $0.01  par  value
per share, outstanding at March 19, 1999 was 15,958,627.

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of the Registrant's Proxy Statement for its 1999 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, 1998

TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
PART I......................................................................1

   Items 1 and 2. Business and Properties...................................1
   Item 3.        Legal Proceedings.........................................9
   Item 4.        Submission of Matters To a Vote Of Security Holders.......9
   Item 4A.       Executive Officers of The Registrant.....................10

PART II....................................................................11

   Item 5.        Market for Registrant's Common Stock and Related
                     Stockholder Matters...................................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 of Market Risk..20
   Item 8.        Financial Statements and Supplementary Data..............21
   Item 9.        Changes in and Disagreements With Accountants on
                     Accounting and Financial Disclosure...................40

PART III...................................................................40

   Item 10.       Directors and Executive Officers of the Registrant.......40
   Item 11.       Executive Compensation...................................40
   Item 12.       Security Ownership of Certain Beneficial Owners
                     and Management........................................40
   Item 13.       Certain Relationships and Related Transactions...........40
   Item 14.       Exhibits, Financial Statement Schedules and Reports
                     on Form 8-K...........................................40

SIGNATURES................................................................S-1

EXHIBIT INDEX.............................................................E-1


<PAGE>


                                    PART  I

ITEMS 1 AND 2.      BUSINESS AND PROPERTIES

GENERAL

      OMNI Energy Services Corp. (the "Company") is an oilfield service company
specializing in providing  an  integrated  range  of  onshore seismic drilling,
helicopter  support and survey services to geophysical companies  operating  in
logistically  difficult  and  environmentally  sensitive  terrain in the 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 in Louisiana and  Texas,  where it is the leading provider of seismic
drilling services.  During the latter  part  of  1997,  the  Company  commenced
operations  in the mountainous regions of the Western United States.  In  1998,
the Company's operations were extended to Canada and Bolivia.

      The Company  owns  and operates an extensive fleet of specialized seismic
drilling and transportation  equipment  for use in the Transition Zone, much of
which is fabricated by the Company.  The  Company  believes that it is the only
company  that  currently  can  both  provide  an integrated  range  of  seismic
drilling, helicopter support and survey services  in all of the varied terrains
of  the  Transition  Zone and simultaneously support operations  for  multiple,
large-scale seismic projects.

      The Company was  founded  in 1987 by the Company's Chairman of the Board,
David A. Jeansonne, as OMNI Drilling  Corporation, to provide drilling services
to the geophysical industry.  In July 1996,  OMNI  Geophysical,  L.L.C.  ("OMNI
Geophysical")  acquired substantially all of the assets (the "OGC Acquisition")
of OMNI Geophysical  Corporation ("OGC"), the successor to the business of OMNI
Drilling Corporation.   OMNI  Energy  Services  Corp. was formed as a Louisiana
corporation on September 11, 1997.  On December 4,  1997, the Company completed
a  share  exchange (the "Share Exchange"), pursuant to  which  the  holders  of
common units  in OMNI Geophysical exchanged all of the outstanding common units
of OMNI Geophysical  for 12,000,000 shares of the Company's common stock, $0.01
par  value  per  share  (the  "Common  Stock"), and completed an initial public
offering of 3,450,000 shares of Common Stock.

INDUSTRY OVERVIEW

      Seismic  data generally consists of computer-generated  three-dimensional
("3-D") images or two dimensional ("2-D") cross sections of subsurface geologic
formations and is used in the exploration for new hydrocarbon reserves and as a
tool for enhancing  production  from existing reservoirs.  Onshore seismic data
is acquired by recording subsurface seismic waves produced by an energy source,
usually  dynamite, at various points  ("source  points")  at  a  project  site.
Historically,  2-D  surveys  were the primary technique used to acquire seismic
data.  However, advances in computer  technology  in the last five to ten years
have  made  3-D  seismic data, which provides a more comprehensive  geophysical
image, a practical  and  capable  oil and gas exploration and development tool.
3-D seismic data has proven to be more  accurate and effective than 2-D data at
identifying potential hydrocarbon-bearing geological formations.  The use of 3-
D seismic data to identify locations to drill  both exploration and development
wells has improved the economics of finding and producing oil and gas reserves,
which in turn has created increased demand for 3-D  seismic surveys and seismic
support services.

      Oil  and  gas  companies generally contract with independent  geophysical
companies  to acquire seismic  data.   Once  an  area  is  chosen  for  seismic
analysis,  permits   and   landowner  consents  are  obtained,  either  by  the
geophysical company or special  permitting  agents, and the geophysical company
determines the layout of the source and receiving  points.   For  2-D data, the
typical configuration of source and receiving points is a straight  line with a
source point and small groups of specialized sensors ("geophones") or  geophone
stations,  placed evenly every few hundred feet along the line.  For 3-D  data,
the configuration  is  generally  a  grid  of  perpendicular lines spaced a few
hundred  to  a few thousand feet apart, with geophone  stations  spaced  evenly
every few hundred  feet  along  one  set  of  parallel lines, and source points
spaced  evenly  every  few hundred feet along the  perpendicular  lines.   This
configuration is designed  by  the  geophysical  company  to  provide  the best
imaging of the targeted geological structures while taking into account surface
obstructions such as water wells, oil and gas wells, pipelines and areas  where
landowner  consents  cannot  be  obtained.   The  source  points  and  geophone
locations  are  then marked by a survey team, and the source points are drilled
and loaded with dynamite.

      After the source  points  have been drilled and loaded and the network of
geophones and field recording boxes  deployed  over  a  portion  of the project
area, the dynamite is detonated at a source point.  Seismic waves  generated by
the blast move through the geological formations under the project area and are
reflected  by  various  subsurface  strata  back to the surface where they  are
detected  by  geophones.   The signals from the  geophones  are  collected  and
digitized by  recording boxes  and  transmitted  to a central recording system.
In the case of 2-D data, the geophones and recording  devices  from  one end of
the  line are then shuttled, or "rolled forward," to the other end of the  line
and the  process is repeated.  In the case of 3-D data, numerous source points,
typically  located  between  the  first  two  lines  of  a set of three or four
parallel  lines of geophone stations are activated in sequence.   The  geophone
stations and  recording  boxes  from  the  first of those lines are then rolled
forward to form the next line of geophone stations.   The  process is repeated,
moving a few hundred feet at a time, until the entire area to  be  analyzed has
been  covered.   Helicopters  are  frequently  used  to  shuttle geophones  and
recording devices between receiving points ("long-line helicopter  support") in
an efficient manner with minimal environmental impact.

      After  the  raw  seismic  data  has  been acquired, it is sent to a  data
processing facility.  The processed data can  then be manipulated and viewed on
computer work stations by geoscientists to map  the  subsurface  structures  to
identify  formations  where  hydrocarbons are likely to have accumulated and to
monitor  the  movement  of hydrocarbons  in  known  reservoirs.   Domestically,
seismic  drilling,  helicopter   support  and  survey  services  are  typically
contracted to companies such as the  Company,  as  geophysical  companies  have
found  it  more  economical to outsource these services and focus their efforts
and capital on the acquisition and interpretation of seismic data.

DESCRIPTION OF OPERATIONS

      The Company  provides  an  integrated  range of onshore seismic drilling,
helicopter support and survey services to geophysical  companies  operating  in
logistically  difficult  and  environmentally  sensitive  terrain in the United
States.

      SEISMIC  DRILLING  SERVICES.   The  Company's  primary  activity  is  the
drilling and loading of source points for seismic analysis.  Once  the  various
source  points  have  been plotted by the geophysical company and a survey crew
has marked their locations,  drill  crews  are  deployed  to drill and load the
source points.

      In  the  Transition Zone, the Company uses water pressure  rotary  drills
mounted on various  types  of  vehicles to drill the source holes.  The type of
vehicle  used  is determined by the  nature,  accessibility  and  environmental
sensitivity of the  terrain  surrounding  the  source  point.   Transition Zone
source  holes are generally drilled to depths of 40-180 feet depending  on  the
nature of  the terrain and the needs of the geophysical company, using ten-foot
sections of drill pipe which are carried with the drilling unit.  The Company's
Transition Zone  vehicles  are  typically  manned  with a driver and one or two
helpers.  The driver is responsible for maneuvering  the  vehicle into position
and  operating the drilling unit, while the helper sets and  guides  the  drill
into position,  attaches  the  drilling unit's water source, if drilling in dry
areas, and loads the drill pipe  sections  used  in the drilling process.  Once
the hole has been drilled to the desired depth, it  is  loaded  with  dynamite,
which  is  carried  onboard the Company's vehicles in special containers.   The
explosive charge is set  at  the  bottom  of  the drill hole and then tested to
ensure  that the connection has remained intact.   Once  the  charge  has  been
tested, the  hole  is  plugged  in  accordance  with  local,  state and federal
regulations  and  marked  so  that it can be identified for detonation  by  the
geophysical company at a later  date.   This process is repeated throughout the
survey area until all source points have been drilled and loaded.

      In seismic rock drilling, the Company  uses  compressed air rotary/hammer
drills to drill holes that are typically shallower than  Transition Zone holes.
Rock drills are manned by a two- or three-man crew and are  transported  to and
from locations by hand, surface vehicle or helicopter.  Once the hole has  been
drilled  to the desired depth, it is loaded with explosives which are delivered
to  the job  site  in  an  explosive  magazine  carried  by  hand,  vehicle  or
helicopter.

      HELICOPTER SUPPORT SERVICES.  Through its Aviation division, created upon
the acquisition  of  substantially  all  of  the  assets  of  American Aviation
Incorporated   ("American   Aviation")  in  July  1997,  the  Company  provides
helicopter support services to geophysical companies in the Transition Zone and
elsewhere.  The Company uses  long-line  helicopters  to  shuttle geophones and
recorders used to collect seismic data between receiving points.   Once seismic
data  has  been acquired from a portion of the project site, the geophones  and
recorders must  be moved into position to collect data from the next area to be
analyzed.  By using  helicopters,  the  Company  is  able  to  reduce delays in
completing  stages  of  a  seismic  project  by transporting the geophones  and
recording boxes to the next receiving points in the survey area in an efficient
manner and with minimal environmental impact.   Helicopters  are  also  used to
transport  heli-portable  drilling  units into remote or otherwise inaccessible
terrain in an efficient and environmentally sensitive manner.

      The Company operates 24 helicopters,  20  of  which are owned and four of
which are leased by the Company.  The Company's pilots  have an average of over
10,000  flight  hours each.  The Company performs all routine  maintenance  and
repairs on its Transition  Zone-based  aircraft  at its facilities in Carencro,
Louisiana.

      SURVEY SERVICES.  Once all permits and landowner  consents  for a seismic
project  have  been  obtained  and  the geophysical company has determined  the
placement of source and receiving points,  survey crews are sent into the field
to plot each source and receiving point prior to drilling.  The Company employs
both GPS (global positioning satellite) equipment,  which is more efficient for
surveying in open areas, and conventional survey equipment,  which is generally
used  to  survey  wooded  areas.  The Company has successfully integrated  both
types of equipment in order  to complete projects throughout the varied terrain
of the Transition Zone and elsewhere.   In addition, the Company's survey crews
have  access  to the Company's extensive fleet  of  specialized  transportation
equipment, as opposed  to  most  other  survey  companies  which must rent this
equipment.

      The  Company  currently  has  15  survey crews devoted primarily  to  the
seismic survey market in the Transition Zone.   Most  of  the  Company's survey
personnel  have  significant  experience  in  land  surveying,  with  a   large
percentage of those years having been spent in Transition Zone surveying.

      INTERNATIONAL OPERATIONS.   The Company commenced line cutting and survey
services  in  South  America in July 1998, in conjunction with the formation of
its joint venture, OMNI  International  Energy  Services  - South America, Ltd.
The Company expects to market other of its services in selected  South American
countries in the future.

      FABRICATION  AND  MAINTENANCE.   At its Carencro facilities, the  Company
performs all routine repairs and maintenance for its Transition Zone equipment.
The Company designs and fabricates aluminum marsh ATVs, a number of its support
boats and pontoon boats, and the drilling  units  it uses on all its Transition
Zone equipment.  The Company purchases airboats directly  from the manufacturer
and then modifies the airboats to install the drilling equipment.   The Company
has  also  designed  and  built a limited number of highland drilling units  by
installing  its  drilling  equipment  on  tractors  bought  directly  from  the
manufacturer.  The Company also  fabricates rock drilling equipment and has the
capability to fabricate other key  equipment,  such  as swamp ATVs.  Because of
its ability to fabricate and maintain much of its equipment,  the  Company does
not believe that it is dependent on any one supplier for its drilling equipment
or parts.

FACILITIES AND EQUIPMENT

      FACILITIES.  In early 1998, the Company completed the construction of two
new buildings which now house its corporate headquarters, fabrication  facility
and  primary  maintenance facility.  The buildings are located on approximately
34 acres of land  owned  by  the  Company  in  Carencro,  Louisiana.   The  new
buildings  provide  approximately 20,000 square feet of office space and 32,000
square feet of covered  maintenance  and  fabrication  space.  During 1998, the
Company  purchased two additional buildings adjacent to its  main  headquarters
from an affiliate  for  $500,000.   The  buildings  provide approximately 2,500
square  feet  of  office space and 19,000 square feet of  covered  maintenance,
fabrication and warehouse  space. The Company uses these adjacent buildings for
the storage and maintenance of a portion of its helicopter and survey assets.

      The Company leases an  operations  base  in Loveland, Colorado to support
its rock drilling operations and owns an office and warehouse facility in Santa
Cruz, Bolivia.

      TRANSITION ZONE TRANSPORTATION AND DRILLING  EQUIPMENT.   Because  of the
varied   terrain   throughout   the  Transition  Zone  and  the  prevalence  of
environmentally sensitive areas, the Company employs a wide variety of drilling
vehicles.  Management believes that  it is the only company currently operating
in the Transition Zone that owns and operates  all  of  the  following types of
equipment:

<TABLE>
<CAPTION>
                                           Number of
                                          units as of
              TYPES OF EQUIPMENT        DECEMBER 31,1998
              ------------------        ----------------
            <S>                                <C>
            Highland Drilling Units            70(1)
            Water Buggies                      28
            Aluminum Marsh ATVs                12
            Steel Marsh ATVs                   11(2)
            Airboat Drilling Units             30
            Swamp ATVs                         25
            Pullboats                          22
            Pontoon Boats                      12
            Skid-Mounted Drilling Units        36

</TABLE>

(1)  Thirty-five  of  these  drilling  units are currently dedicated to seismic
     rock drilling operations outside of the Transition Zone.
(2)  Eight of these drilling units are currently  being  held  for  sale by the
     Company.


<PAGE>

      Because  of  its  extensive  fleet  of Transition Zone transportation and
seismic drilling equipment, much of which is  fabricated  by  the  Company, the
Company believes that it is the only company that currently can both provide an
integrated range of seismic drilling, helicopter support and survey services in
all  of  the varied terrains of the Transition Zone and simultaneously  support
operations for multiple, large-scale seismic projects.

      HIGHLAND DRILLING UNITS AND WATER BUGGIES.  The Company owns and operates
70 highland  drilling units for seismic drilling in dry land areas, 35 of which
are currently  dedicated  to  the  Company's  seismic  rock drilling operations
outside of the Transition Zone.  These units generally consist  of  a  tractor-
like  vehicle  with  a  drilling  unit  mounted  on the rear of the vehicle.  A
highland  drilling unit can be driven over land from  point  to  point  and  is
accompanied  by  a  unit  referred  to  as  a  "water buggy" that carries water
required for water pressure rotary drills.  This type of vehicle is used around
the world for this type of terrain.

      MARSH ATVS.  The environmentally sensitive  wetlands  along the U.S. Gulf
Coast containing water grasses on dry land and in shallow water and areas mixed
with open water are referred to as marsh areas.  When there is a minimum amount
of water in these areas, marsh ATVs, which are amphibious vehicles supported by
pontoons  that  are surrounded by tracks, are used to provide seismic  drilling
services.  The pontoons  enable  the marsh ATV to float while the tracks propel
the vehicle through the water and  over  dry  marsh  areas.   Each marsh ATV is
equipped with a drilling unit and a small backhoe for digging a  small  hole to
collect water necessary for drilling.

      Some  marsh  areas  have sufficient surrounding water to support drilling
without an external water source,  but often water must be pumped into the area
from a remote water source or a portable  supply  must  be carried by the marsh
ATV.

      The  Company owns and operates 23 marsh ATVs, of which  11  are  made  of
stainless steel  and  12  are  made  of aluminum.  Eight of the stainless steel
marsh ATV's are being held for sale.   The aluminum ATVs are lighter than steel
vehicles and are specifically designed for  the environmentally sensitive areas
typically found in marsh terrain.  Often landowner  consents  will  require the
use of aluminum ATVs in an effort to reduce the environmental impact of seismic
drilling.  The aluminum marsh ATV is the most widely accepted marsh vehicle for
drilling  operations  in all Louisiana state and federal refuges.  The  Company
fabricates  its  own  aluminum  marsh  ATVs  at  its  facilities  in  Carencro,
Louisiana.

      AIRBOAT DRILLING  UNITS.   The  Company  owns  and  operates  30  airboat
drilling  units.   An  airboat  drilling  unit  consists  of  a  drilling  unit
fabricated  and  installed  by  the  Company  on a large, three-engine airboat.
Because of their better mobility, airboat drilling  units  are  used in shallow
waters and all marsh areas where sufficient water is present.

      SWAMP  ATVS  AND PULLBOATS.  Wooded lowland areas typically covered  with
water are referred to  as  the  "swamp  areas"  of  the  Transition  Zone.  The
Company's  swamp  ATVs  are  used  to provide drilling services in these areas.
Swamp ATVs are smaller, narrower versions of the marsh ATVs.   The smaller unit
is needed in swamp areas due to the  dense  vegetation  typical in the terrain.
Because  of its smaller size, the swamp ATV uses a skid-mounted  drilling  unit
installed in a pullboat, a non-motorized craft towed behind the swamp ATV.  The
Company owns  and operates 25 swamp ATVs and 22 pullboats.  Swamp ATVs are also
used in connection with survey operations in swamp areas.

      PONTOON BOATS.   The  Company owns and operates 12 pontoon boats that are
used in shallow or protected  inland bays and lakes and shallow coastal waters.
Each pontoon boat uses a skid-mounted drilling unit installed on board.

      JACK-UP RIGS.  When a seismic survey requires source points to be drilled
in  deeper inland bays or lakes  or  in  deeper  coastal  waters,  the  Company
utilizes  jack-up rigs equipped with one of the Company's skid-mounted drilling
units.  Seismic  activity  in  water  deeper  than  approximately  20  feet  is
generally  conducted  by  using offshore seismic techniques that do not include
the drilling and loading of source points.

      SKID-MOUNTED DRILLING  UNITS.  A skid-mounted drilling unit is a drilling
unit mounted on I-beam supports,  which  allows  the  drilling unit to be moved
easily  between  pullboats,  pontoon boats, jack-up  rigs  and  other  Company-
operated equipment based on customer needs.  The Company manufactures its skid-
mounted drilling units at  its facilities in Carencro, Louisiana and owns 37 of
these units, one of which is located outside of the Transition Zone.

      MISCELLANEOUS.  The Company  owns and operates 104 single engine airboats
and 24 outboard powered boats, which it uses to ferry personnel and supplies to
locations throughout the Transition  Zone.   The Company also maintains a fleet
of nine tractor-trailer trucks and numerous other trucks, trailers and vehicles
to move its equipment and personnel to projects throughout the Transition Zone.

<PAGE>

      HELI-PORTABLE AND SEISMIC ROCK DRILLING  EQUIPMENT.   The  Company has 50
heli-portable  and  man-portable drilling units and 35 highland drilling  units
dedicated to seismic  rock  drilling.   The  Company  also  has  the ability to
manufacture its own heli-portable and man-portable seismic rock drilling units,
and  often  exports  and  provides  servicing of heli-portable and man-portable
drilling units.

      AVIATION EQUIPMENT.  The following  table  sets forth the type and number
of helicopters that are operated by the Company's Aviation division:

<TABLE>
<CAPTION>
                                              Number of Aircraft
            HELICOPTERS                     AS OF DECEMBER 31, 1998
            -----------                     -----------------------
            <S>                                        <C>
            Bell Long Ranger 206-L-3                   2
            Bell Jet Ranger 206 B-III(1)               9
            Hughes MD-500(1)                           9
            Bell 407(2)                                1
            Bell B-47 G3                               1
            Hughes MD-530                              2
</TABLE>

(1)   Three of the Bell Jet Ranger 206 B-IIIs and  one Hughes MD-500 are leased
      by the Company.
(2)   The Bell 407 is currently configured for heli-portable operations.


MATERIALS AND EQUIPMENT

      The  principal  materials  and  equipment  used by  the  Company  in  its
operations, which include drills, heli-portable and  man-portable drills, drill
casings, drill bits, engines, gasoline and diesel fuel,  dynamite, aluminum and
steel  plate,  welding  gasses, aviation fuel, trucks and other  vehicles,  are
currently in adequate supply  from  many  sources.  The Company does not depend
upon any single supplier or source for such materials.

SAFETY AND QUALITY ASSURANCE

      The Company maintains a stringent safety  assurance program to reduce the
possibility   of   costly   accidents.   The  Company's  health,   safety   and
environmental "HSE" department establishes guidelines to ensure compliance with
all applicable state and federal  safety  regulations and provides training and
safety education through orientations for new  employees,  which  include first
aid  and  CPR  training.   The  Company's  Vice  President  of  Health, Safety,
Environment  &  Training  reports  directly  to  the  Company's  Chairman   and
supervises six HSE field advisors and two instructors who provide OSHA-mandated
training.   The  Company  believes  that  its  safety program and commitment to
quality are vital to attracting and retaining customers and employees.

      Each  drilling  crew  is  supervised  at  the project  site  by  a  field
supervisor  and,  depending  on  the  project's  requirements,   an   assistant
supervisor  and  powderman  who  is  in  charge  of  all explosives.  For large
projects or when required by a customer, a separate advisor  from the Company's
HSE  department  is also located at the project site.  Management  is  provided
with daily updates for each project and believes that its daily review of field
performance together  with  the on-site presence of supervisory personnel helps
ensure high quality performance for all of its projects.

      All Company pilots are  trained  to FAA FAR 135 (non-scheduled commercial
passenger) or 133 (external load) standards  and must satisfy annual FAA check-
rides.  Licensed maintenance personnel are deployed  to  each  project  site at
which aircraft are used.

CUSTOMERS; MARKETING; CONTRACTING

      CUSTOMERS.   The Company's customers are primarily geophysical companies,
although in many cases  the   oil  and  gas company participates in determining
which  drilling,  survey  or aviation company  will  be  used  on  its  seismic
projects.  A large portion  of  the  Company's  revenue  has  historically been
generated  by  a  few customers.  For example, the Company's largest  customers
(those which individually  accounted  for  more  than 10% of revenue in a given
year, listed alphabetically) collectively accounted for 70% (Eagle Geophysical,
Grant  Geophysical,  Universal  Seismic  and Western Geophysical),  40%  (Eagle
Geophysical  and  Western  Geophysical),  and  63%  (Eagle  Geophysical,  Grant
Geophysical and Western Geophysical) of revenue for fiscal 1996, 1997 and 1998,
respectively.



<PAGE>
MARKETING.  The Company's services traditionally  have  been  marketed  by  the
Company's  principal  executive  officers,  in  particular,  Messrs. Jeansonne,
Woodard and Nash.  The Company believes that this marketing approach  helps the
Company preserve long-term relationships established by the Company's executive
officers.   As the Company's geographical and service capabilities expand,  the
Company  intends   to  continue  implementing  its  marketing  efforts  in  the
Transition Zone from  its  principal  offices in Carencro, Louisiana and in the
Rocky Mountain region from Loveland, Colorado.

      CONTRACTING - SEISMIC DRILLING.   The  Company  generally  contracts  for
seismic drilling services with its customers on a unit-price basis, either on a
per  hole  or  per  foot  basis.   These  contracts  are  often awarded after a
competitive  bidding  process.   The  Company  prices  its contracts  based  on
detailed project specifications provided by the customer, including the number,
location and depth of source holes and the project's completion schedule.  As a
result,   the  Company  is  generally  able  to  make  a  relatively   accurate
determination  prior  to pricing a contract of the type and amount of equipment
required to complete the contract on schedule.

      Because of unit-price  contracting, the Company frequently bears the risk
of production delays that are  beyond  its  control,  such  as  those caused by
adverse weather.  The Company often bills the customer standby charges  if  the
Company's  operations  are  delayed due to delays in permitting or surveying or
for other reasons within the geophysical company's control.

      CONTRACTING - HELICOPTER  SUPPORT  SERVICES.   The Company's aircraft are
chartered on an hourly rate basis, with a guaranteed minimum  number  of  hours
per  day.   The Company primarily provides aviation services in connection with
projects for  which  the  Company  also provides seismic drilling services, and
also charters its aircraft to customers for use with other seismic projects.

      CONTRACTING - SURVEY SERVICES.   The Company contracts for seismic survey
services with its customers 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.  Contracts are often awarded  to  the
Company only after  competitive bidding.  In each case, the price is determined
by the Company after  it  has  taken into account such factors as the number of
surveyors  and  other  employees,  the   type  of  terrain  and  transportation
equipment, and the precision required for the project based on detailed project
specifications provided by the customer.

COMPETITION

      SEISMIC DRILLING SERVICES.  The principal competitive factors for seismic
drilling  services  are  price  and the ability  to  meet  customer  schedules,
although   other  factors  including   safety,   capability,   reputation   and
environmental  sensitivity  are  also considered by customers.  The Company has
numerous competitors in the Transition  Zone  and in particular in the highland
areas  in  which  it  operates.  Management  believes  that  no  other  company
operating in the Transition  Zone  owns  a  fleet  of  Transition  Zone seismic
drilling equipment as varied or as large as that operated by the Company.   The
Company's  extensive  and  diverse equipment base allows it to provide drilling
services  to  its  customers throughout  the  Transition  Zone  with  the  most
efficient and environmentally  appropriate  equipment.   The  Company  believes
there are numerous competitors offering rock and heli-portable drilling  in the
Rocky Mountain region and internationally.

      HELICOPTER  SUPPORT  SERVICES.  The Company has numerous competitors that
provide helicopter support services  to  geophysical companies operating in the
Transition Zone; however, none of these competitors  currently  provides  long-
line  helicopter  services  with a comparable number of aircraft.  In addition,
the Company believes that it is the only company offering both seismic drilling
and long-line support services  in  the  Transition Zone.  The Company believes
that there are numerous companies offering helicopter services in rock drilling
and other mountain areas, as well as internationally.   All  of these companies
have greater experience in these areas and several operate more  aircraft  than
the Company in these areas.

      SURVEY   SERVICES.    The  Company's  competitors  include  a  number  of
established companies with a  comparable  number  of  crews  to the Company and
numerous smaller companies.

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, the average  number of  hours  worked  per  day,  and  therefore  the
number  of  holes  drilled  or  surveyed  per  day, generally is less in winter
months than in summer  months, due  to  an  increase  in  rainy, foggy and cold
conditions and a  decrease in  daylight hours.  Furthermore, demand for seismic
data  acquisition activity by  oil and gas companies in  the  first  quarter is
generally  lower than  at other times  of the year.  As a result, the Company's
revenue and  gross profit during  the first quarter of each  year are typically
low  as compared  to  the  other quarters.  Operations may  also be affected by
the rainy weather, lightning, hurricanes and  other  storms prevalent along the
Gulf Coast  throughout the  year  and  by  seasonal  climatic conditions in the
Rocky Mountain  area.  In addition, prolonged  periods of dry weather result in
slower drill rates in marsh and swamp  areas as water in  the quantities needed
to  drill  is  more  difficult to  obtain  and equipment movement  is  impeded.
Adverse weather  conditions  and  dry  weather  can  also  increase maintenance
costs  for  the  Company's  equipment  and  decrease  the  number  of  vehicles
available for operations.

BACKLOG

      The  Company's  backlog  represents those  seismic  drilling  and  survey
projects for which a customer has  hired  the Company and has scheduled a start
date for the project.  Projects currently included in the Company's backlog are
subject to termination or delay without penalty  at the option of the customer,
which could substantially reduce the amount of backlog currently reported.

      As of December 31, 1998, the Company's backlog  was  approximately  $34.0
million  compared  to  $70.0 million at December 31, 1997.  Backlog at December
31, 1998 includes seismic  drilling projects in the Transition Zone in addition
to survey projects and seismic  rock drilling projects.  The Company's aviation
division  historically has not measured  backlog  due  to  the  nature  of  its
business.

GOVERNMENTAL REGULATION

      The Company's  operations  and  properties are subject to and affected by
various  types  of  governmental regulation,  including  laws  and  regulations
governing  the  entry  into  and  restoration  of  wetlands,  the  handling  of
explosives, the operation  of  commercial  aircraft and numerous other federal,
state and local laws and regulations.  To date  the Company's cost of complying
with such laws and regulations has not been material, but because such laws and
regulations  are  changed frequently, it is not possible  for  the  Company  to
accurately predict  the  cost  or  impact  of  such laws and regulations on its
future operations.

      Furthermore, the Company depends on the demand  for  its  services by the
oil  and  gas  industry and is affected by tax legislation, price controls  and
other laws and regulations relating to the oil and gas industry generally.  The
adoption  of  laws  and  regulations  curtailing  exploration  and  development
drilling for oil  and  gas  in  the Company's areas of operations for economic,
environmental or other policy reasons  would  adversely  affect  the  Company's
operations  by  limiting demand for its services.  The Company cannot determine
to what extent its  future  operations  and  earnings  may  be  affected by new
legislation, new regulations or changes in existing regulations.

      AVIATION.   As  a commercial operator of small aircraft, the  Company  is
subject  to  regulations   pursuant  to  the  Federal  Aviation  Administration
Authorization Act of 1994, as  amended  (the "Federal Aviation Act"), and other
statutes.  The FAA regulates the flight operations  of the Company, and in this
respect, exercises jurisdiction over personnel, aircraft, ground facilities and
other aspects of the Company's operations.

      The  Company  carries persons and property in its  aircraft  pursuant  to
authority granted by the FAA.  Under the Federal Aviation Act it is unlawful to
operate certain aircraft for hire within the United States unless such aircraft
are registered with the  FAA  and the operator of such aircraft has been issued
an operating certificate by the  FAA.   The  Company  has  all FAA certificates
required  to conduct its helicopter and aviation operations,  and  all  of  its
aircraft are registered with the FAA.

      As a  general rule, aircraft may be registered under the Federal Aviation
Act only if the  aircraft is owned or controlled by one or more citizens of the
United States and  operated  pursuant to an operating certificate, which may be
granted  only  to  a citizen of the  United  States.   For  purposes  of  these
requirements, a corporation is deemed to be a citizen of the United States only
if, among other things, at least 75% of the voting interest therein is owned or
controlled by United  States  citizens.   In  the event that persons other than
United  States citizens should come to own or control  more  than  25%  of  the
voting interest  in the Company, the Company has been advised that its aircraft
may be subject to deregistration under the Federal Aviation Act and loss of the
privilege of operating  within  the  United  States.  The Company's Articles of
Incorporation  and  bylaws  include  provisions that  are  designed  to  ensure
compliance with this requirement.

      EXPLOSIVES.  Because the Company  loads  the  holes  that  it drills with
dynamite, the Company is subject to various local, state and federal  laws  and
regulations   concerning   the  handling  and  storage  of  explosives  and  is
specifically regulated by the  Bureau  of  Alcohol, Tobacco and Firearms of the
U.S. Department of Justice.  The Company must  take  daily  inventories  of the
dynamite  and  blasting  caps  that  it  keeps  for its seismic drilling and is
subject  to  random  checks  by state and federal officials.   The  Company  is
licensed by the Louisiana State  Police  as an explosives handler.  Any loss or
suspension of these licenses would result  in  a material adverse effect on the
Company's results of operations and financial condition.   The Company believes
that it is in compliance with all material laws and regulations with respect to
its handling and storage of explosives.

      ENVIRONMENTAL.  The Company's operations and properties  are subject to a
wide  variety  of increasingly complex and stringent federal, state  and  local
environmental laws  and  regulations, including those governing discharges into
the air and water, the handling and disposal of solid and hazardous wastes, the
remediation of soil and groundwater   contaminated  by hazardous substances and
the  health  and  safety of employees.  In addition, certain  areas  where  the
Company operates are federally-protected or state-protected wetlands or refuges
where environmental  regulation is particularly strict.  These laws may provide
for "strict liability"  for  damages to natural resources and threats to public
health and safety, rendering a  party  liable  for environmental damage without
regard  to  negligence  or  fault  on the part of such  party.   Sanctions  for
noncompliance may include revocation  of  permits,  corrective  action  orders,
administrative   or   civil   penalties   and  criminal  prosecution.   Certain
environmental  laws  provide  for  strict,  joint  and  several  liability  for
remediation of spills and other releases of hazardous  substances,  as  well as
damage to natural resources.  In addition, the Company may be subject to claims
alleging personal injury or property damage as a result of alleged exposure  to
hazardous substances.  Such laws and regulations may also expose the Company to
liability  for  the conduct of, or conditions caused by, others, or for acts of
the Company that  were  in compliance with all applicable laws at the time such
acts were performed.

      The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended, and  similar  laws  provide for responses to and liability
for releases of hazardous substances into  the  environment.  Additionally, the
Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act,
the Safe Drinking Water Act, the Emergency Planning and Community Right to Know
Act, each as amended, and similar state or local  counterparts to these federal
laws,  regulate  air  emissions,  water  discharges, hazardous  substances  and
wastes, and require public disclosure related  to  the use of various hazardous
substances.   Compliance  with  such  environmental laws  and  regulations  may
require  the  acquisition  of  permits  or  other  authorizations  for  certain
activities and compliance with various standards  or  procedural  requirements.
The  Company  believes  that its facilities are in substantial compliance  with
current regulatory standards.

      WORKER  SAFETY.  The  Company's  operations  are  governed  by  laws  and
regulations relating  to  workplace  safety  and  worker  health, primarily the
Occupational Safety and Health Act and regulations promulgated  thereunder.  In
addition,  various  other governmental and quasi-governmental agencies  require
the Company to obtain  certain  permits, licenses and certificates with respect
to its operations.  The kind of permits,  licenses and certificates required in
the Company's operations depend upon a number of factors.  The Company believes
that it has all permits, licenses and certificates  necessary to the conduct of
its existing business.

INSURANCE

      The  Company's  operations are subject to the inherent  risks  of  inland
marine  activity,  aviation   services,  heavy  equipment  operations  and  the
transporting  and  handling of explosives,  including  accidents  resulting  in
personal  injury,  the   loss  of  life  or  property,  environmental  mishaps,
mechanical failures and collisions.   The  Company maintains insurance coverage
against certain of these risks, which management  believes  are  reasonable and
customary  in  the  industry.   The  Company  also maintains insurance coverage
against  property  damage  caused  by  fire,  flood,   explosion   and  similar
catastrophic  events that may result in physical damage or destruction  to  the
Company's equipment or facilities.  All policies are subject to deductibles and
other coverage  limitations.   The  Company  believes its insurance coverage is
adequate.  Historically, the Company has not experienced  an  insured  loss  in
excess  of  its  policy  limits;  however,  there  can be no assurance that the
Company will be able to maintain adequate insurance  at  rates which management
considers commercially reasonable, nor can there be any assurance such coverage
will be adequate to cover all claims that may arise.

EMPLOYEES

      As  of  December 31, 1998, the Company had approximately  495  employees,
including  approximately   388   operating   personnel   and   107   corporate,
administrative and management personnel.  These employees are not unionized  or
employed  pursuant  to  any  collective  bargaining  agreement  or  any similar
agreement.  The Company believes its relations with its employees are generally
good.



<PAGE>

ACQUISITIONS

        Since  the  beginning  of  1997,  the  Company  has  completed  several
acquisitions  designed  to  expand the scope and size of its operations.  These
acquisitions substantially increased the Company's survey operations and marked
its  entry  into the helicopter  seismic  support  and  seismic  rock  drilling
markets.  The  following  table  sets forth certain information with respect to
these acquisitions:

<TABLE>
<CAPTION>
                                     Effective Date       Seismic Support
Name of Acquired Company             of Acquisition           Services
------------------------             --------------       ---------------
<S>                                 <C>                 <C>
Delta Surveys, Inc.                  March 21, 1997            Survey
American Aviation Incorporated        July 1, 1997        Helicopter Support
Leonard J. Chauvin, Jr., Inc.         July 1, 1997             Survey
O.T.H. Exploration Services, Inc.   September 1, 1997   Seismic Rock Drilling
American Helicopter Drilling, Inc.   October 1, 1997    Seismic Rock Drilling
Fournier & Associates, Inc.          October 1, 1997           Survey
Eagle Survey International, Inc.     April 1, 1998             Survey
Coastal Turbines, Inc.               April 20, 1998       Helicopter Support
Hamilton Drill Tech, Inc.              May 1, 1998      Seismic Rock Drilling
</TABLE>

      In addition to these acquisitions,  effective  July  1, 1998, the Company
entered  into a joint venture with Edwin Waldman Attie of Bolivia.   The  newly
formed joint  venture  company,  OMNI  International  Energy  Services  - South
America,  Ltd.  will provide integrated seismic drilling, survey, aviation  and
line-cutting services in selected South American markets.

ITEM 3.      LEGAL PROCEEDINGS

      The Company  is involved in various legal and other proceedings which are
incidental to the conduct  of  its business.  The Company believes that none of
these proceedings, if adversely determined, would have a material effect on its
financial condition, results of operations or cash flows.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.


<PAGE>
ITEM 4A.    EXECUTIVE OFFICERS OF THE REGISTRANT

      The name, age and offices  held  by each of the executive officers of the
Company as of March 31, 1999 are as follows:

<TABLE>
<CAPTION>
         NAME              AGE               POSITION
         ----              ---               --------
   <S>                      <C>         <C>
   David A. Jeansonne.......38..........Chairman of the Board

   Robert F. Nash...........55..........President and Chief Executive Officer

   Allen R. Woodard.........37..........Vice President-Marketing and Business
                                           Development and Secretary

   John H. Untereker........49..........Executive Vice President, Chief
                                           Financial Officer and Treasurer

</TABLE>

      DAVID A. JEANSONNE founded the Company  in  1987 and has been Chairman of
the  Board  and  Chief Executive Officer of the Company  since  its  inception.
Effective March 1,  1999, Mr. Jeansonne resigned as Chief Executive Officer and
is currently operating  as  the  Chairman of the Board.  Mr. Jeansonne has also
been Chairman of the Board, President  and  Chief Executive Officer of American
Aviation, which he co-founded, since its inception  in 1995.  Mr. Jeansonne and
the  Company  have  entered into an employment agreement,  the  term  of  which
expires in June 2003.

      ROBERT F. NASH  joined  the  Company  in September 1998 as Executive Vice
President and Chief Operating Officer.  Prior  to joining the company, Mr. Nash
served in senior executive positions with Halliburton, during a 26 year tenure,
including  senior  vice  president  of  global operations.   He  was  appointed
President and Chief Executive Officer on  March 1, 1999.  Mr. Nash entered into
an employment agreement with the Company, the term of which expires March 2002.
He holds a B.S. degree in electrical engineering  and  is a member of PESA, SPE
and IADC.

      ALLEN  R.  WOODARD  has  served as  Vice  President-Marketing  & Business
Development and as a director of the Company and has held  these positions from
July 1996 until his resignation effective April 1, 1999.  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 and the Company have  entered  into  an
employment agreement, the term of which expires in July 1999.

      JOHN H. UNTEREKER is Executive Vice President and Chief Financial Officer
and joined the Company in August  1998.   Prior to that time, Mr. Untereker was
the senior financial officer at Petroleum Helicopters, Inc.  He has 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.  He has entered into an employment agreement with the Company, the term of
which expires in August 2001.



<PAGE>
                                    PART II

ITEM  5.      MARKET  FOR  REGISTRANT'S  COMMON  STOCK AND RELATED  STOCKHOLDER
              MATTERS

      (a)   The Company's Common Stock is listed for  quotation  on  the Nasdaq
National Market under the symbol "OMNI".  At March 19, 1999, the Company had 53
shareholders  of  record  of Common Stock.  The following table sets forth  the
range of high and low bid prices  of  the Company's Common Stock as reported by
the  Nasdaq National Market for the periods  indicated  since  trading  in  the
Common Stock began on December 5, 1997.

<TABLE>
<CAPTION>
                                                   HIGH          LOW
                                                   ----          ---
<S>                                             <C>           <C>
1997
Fourth quarter (commencing December 5, 1997)    $  12 1/4     $   9 1/8

1998
First quarter                                   $  12 7/8     $   8 7/8
Second quarter                                  $  20 3/4     $  11 1/2
Third quarter                                   $  15 1/2     $   6 3/8
Fourth quarter                                  $  10 3/8     $   3 5/8

1999
First quarter (through March 19, 1999)          $   5 15/16   $   3 7/16
</TABLE>

      The  Company  has  never  paid  cash  dividends on its Common Stock.  The
Company intends to retain future earnings, if  any, to meet its working capital
requirements and to finance the future operations  of  its business. Therefore,
the Company does not plan to declare or pay cash dividends  to  holders  of its
Common  Stock in the foreseeable future.  In addition, certain of the Company's
credit arrangements  contain provisions that limit the Company's ability to pay
cash dividends on its Common Stock.

        SALES OF UNREGISTERED  SECURITIES.  In connection with the formation of
a joint venture with Edwin Waldman  Attie to perform seismic support service in
South America effective July 1, 1998,  the Company issued 155,947 shares of its
Common  Stock  to  Mr.  Attie  in  partial  consideration   for  Mr.  Waldman's
contribution  of  certain  assets to the joint venture.  These securities  were
offered and sold without registration  under  the  Securities  Act  of 1933, as
amended  (the  "Securities  Act"), inasmuch as they were deemed not subject  to
registration  pursuant  to the  exception  provided  in  Section  4(2)  of  the
Securities Act as securities  sold  in  transactions  not  involving any public
offering.


<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

      The  selected financial data as of and for the years ended  December  31,
1994 and 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 and 1998, and  for  the 165-day period ended
December 31, 1996 and the years ended December 31, 1997  and  1998  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
                                                                          period       165-day
                                                                          ended      period ended   Year ended    Year ended
                                                                         July 19,    December 31,  December 31,  December 31,
                                               1994          1995          1996          1996          1997          1998
                                            ---------     ---------     ---------     ---------     ---------     ---------
                                                        (In thousands, except share and per share data)    
<S>                                            <C>           <C>           <C>           <C>           <C>           <C>
Income Statement Data:
   Operating revenue........................   $   7,268     $  12,690     $  10,017     $  10,942     $  49,591     $  73,207
   Operating expense(1).....................       5,025         8,704         6,814         8,114        36,302        57,724
                                               ---------     ---------     ---------     ---------     ---------     ---------
   Gross profit.............................       2,243         3,986         3,203         2,828        13,289        15,483
   General and administrative expenses......       1,079         1,791           789         1,050         5,122        13,226
   Asset impairment and other charges.......        ---           ---           ---           ---           ---          3,379
                                               ---------     ---------     ---------     ---------     ---------     ---------
   Operating income (loss)..................       1,164         2,195         2,414         1,778         8,167        (1,122)
   Interest expense(1)......................          97           148           151           437         1,866         1,683
   Other expense (income), net..............          (8)            7             6           (20)          (37)         (281)
                                               ---------     ---------     ---------     ---------     ---------     ---------
   Income (loss) before income taxes and
      extraordinary item....................       1,075         2,040         2,269         1,361         6,338        (2,524)
   Income tax expense (benefit).............        ---           ---           ---           ---            403          (706)
                                               ---------     ---------     ---------     ---------     ---------     ---------
   Income (loss) before extraordinary item..       1,075         2,040         2,269         1,361         5,935        (1,818)
   Extraordinary expense from early
      extinguishment of debt, net of tax....        ---           ---           ---           ---             84          ---
                                               ---------     ---------     ---------     ---------     ---------     ---------
   Income (loss) before minority interest...       1,075         2,040         2,269         1,361         5,851        (1,818)
   Loss of minority interest................        ---           ---           ---           ---           ---            (18)
                                               ---------     ---------     ---------     ---------     ---------     ---------
   Net income (loss)........................   $   1,075     $   2,040     $   2,269     $   1,361     $   5,851     $  (1,800)
                                               =========     =========     =========     =========     =========     =========

Earnings per share(5):
   Basic                                       $  537.50     $   1,020     $1,134.50     $    0.13     $    0.50     $   (0.11)
   Diluted                                     $  537.50     $   1,020     $1,134.50     $    0.13     $    0.50     $   (0.11)

Unaudited Pro Forma Data:
   Income before income taxes and
   extraordinary item, reported above.......   $   1,075     $   2,040     $   2,269     $   1,361     $   6,338
   Pro forma interest expense (2)...........        ---           ---           ---           ---            345
   Pro forma provision for income taxes(3)..         430           816           908           475         2,400
                                               ---------     ---------     ---------     ---------     ---------     
   Pro forma net income.....................   $     645     $   1,224     $   1,361     $     886     $   3,593
                                               =========     =========     =========     =========     =========     
   Pro forma net income per common share....                                                           $    0.30
   Number of shares used in per share                                                                  =========
      calculation:
   Basic                                               2             2             2        10,708        11,733        15,850
   Diluted                                             2             2             2        10,708        11,810        15,850
</TABLE>                               

<TABLE>
<CAPTION>

                                                                    AS OF DECEMBER 31,
                                                 1994          1995         1996(4)       1997           1998
                                              ---------     ---------     ---------     ---------     ---------
                                                                     (In thousands)
<S>                                           <C>           <C>           <C>           <C>           <C>
Balance Sheet Data:
   Total assets.............................  $   4,044     $   5,429     $  20,386     $  74,913     $  85,346
   Long-term debt, less current maturities..        434           341        10,574        14,558        14,371    
        
</TABLE>


<PAGE>
----------------------------------
 (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  year ended  December 31, 1998,
     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 condensed consolidated financial statements and notes thereto.

GENERAL

      DEMAND.   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  significantly  increased its capacity as
measured  by drilling units, support equipment and employees.   The  additional
capacity and related increase in work force led to significant increases in the
Company's revenue  and  generally  commensurate 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  and  adversely  affected  results  of
operations.   During  the  last  nine  months, management has taken a number of
steps to reduce its capacity and related  operating  levels  in response to the
recent sales levels.

RESULTS OF OPERATIONS

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


<PAGE>

      YEAR ENDED DECEMBER 31, 1997 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                YEAR ENDED            YEAR ENDED
                                             DECEMBER 31, 1997    DECEMBER 31, 1998
                                             -----------------    -----------------
<S>                                              <C>                 <C>
Operating revenue............................    $  49,591           $  73,207
Operating expense............................       36,302              57,724
                                                 ---------           ---------

Gross profit.................................       13,289              15,483
General and administrative expenses..........        5,122              13,226
Asset impairment and other charges...........         ---                3,379
                                                 ---------           ---------

Operating income (loss)......................        8,167              (1,122)
Interest expense.............................        1,866               1,683
Other income.................................           37                 281
                                                 ---------           ---------

Income (loss) before income taxes and
   extraordinary item........................        6,338              (2,524)
Income tax expense (benefit).................          403                (706)
                                                 ---------           ---------

Income (loss) before extraordinary item......        5,935              (1,818)
Extraordinary expense from early
   extinguishment of debt, net of tax........           84                ---
                                                 ---------           ---------

Net income (loss), including minority interest       5,851              (1,818)
Loss of minority interest....................         ---                  (18)
                                                 ---------           ---------

Net income (loss)............................    $   5,851           $  (1,800)
                                                 =========           =========
</TABLE>

      Operating revenues increased 48%, or $23.6 million, from $49.6 million to
$73.2  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 the year.  Operating revenues from the Company's drilling,  aviation
and survey  divisions increased by $7.7 million, $6.7 million and $8.0 million,
respectively,  as compared to the year ended December 31, 1997.  Total revenues
for the year ended 1998 were $48.8 million, $11.1 million and $12.1 million for
the drilling, aviation  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 59%  to  $57.7  million  in  1998 from $36.3
million in 1997.   Operating payroll increased 62%, or $9.6 million,  to  $25.1
million  for  the  year  ended  December 31, 1998, due to a 43% increase in the
average number of employees, from  464  in  the year ended December 31, 1997 to
665  in  the year ended December 31, 1998.  Contract  services  increased  $2.9
million, from  $1.4  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 $1.9 million
for the year ended December  31,  1998,  a  58% increase over December 31, 1997
expense of $1.2 million due to fleet additions  in  the  aviation  division and
increases  in  the  number  of personnel and vehicles.  Repairs and maintenance
expense increased 98% to $9.1  million  for  the  year ended December 31, 1998,
and,  depreciation expense increased 96% to $4.5 million  for  the  year  ended
December  31,  1998.   These  increases  of  $4.5  million and $2.2 million for
repairs  and  maintenance  and  depreciation, respectively,  are  a  result  of
increases  in the number and utilization  of  drilling,  aviation  and  support
equipment.   Rentals  and  lease expense increased $0.8 million to $2.4 million
for the year ended December  31,  1998  from  $1.6  million  for the year ended
December 31, 1997 primarily due to increases in vehicle leases  resulting  from
increased activity.

      Gross  profit increased $2.2 million, or 17%, from $13.3 million to $15.5
million for the  years  ended  December 31, 1997 and 1998, respectively.  Gross
margins fell from 27% in 1997 to  21%  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.

<PAGE>

      General and administrative expenses  increased  $8.1  million  from  $5.1
million  in  the  December  31,  1997 year to $13.2 million  for the year ended
December 31, 1998.  Increases in payroll,  payroll taxes and insurance expenses
accounted for 44% of this growth as they increased to $6.3 million for the year
ended December 31, 1998 from $2.7 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, many of which had been deferred as a private company.  However,
due to the recent decline in the market environment, the Company  has  realized
a significant reduction in the workforce  and has implemented a 45% decrease in
management payroll costs. These changes should  result  in  an  estimated  $1.0
million in annual  savings  for 1999.  Also, as a result of heightened activity
levels and of being a new public company, the Company recognized an increase of
$1.5 million in advertising, promotions,  professional  services and travel and
entertainment expenses from $0.7 million in December 31,  1997  to $2.2 million
in December 31, 1998.  Supplies, utilities and communications expense increased
$0.7 million from $0.6 million to $1.3 million for the years ended December 31,
1997 and 1998, respectively, for the same reasons.  Bad debt expense  increased
$1.0  million  to  $1.2  million  in December 31, 1998.  Of this increase, $0.6
million is related to the evaluation  of  certain  accounts  receivable  in the
third  quarter  of 1998.  As a result of the acquisitions completed during 1997
and 1998, amortization  expense  increased  $0.5  million, from $0.2 million to
$0.7  million, for the years ended December 31, 1997  and  1998,  respectively.
Taxes and  licenses  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,  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  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.

     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  involves
several  factors  including  the  restructuring  of  senior  management and the
closing and relocation  of  certain of its operational facilities. Accordingly,
the Company has recorded an accrual  of severance and lease exit costs of  $0.3
million,  and  future  related  severance costs will be  charged  against  this
reserve as they are 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 $0.4 million in 1997, compared  to  an  income tax
benefit of $0.7 million in 1998.


      THE COMBINED YEAR ENDED DECEMBER 31, 1996 (OGC 201-DAY  PERIOD ENDED JULY
19, 1996 AND OMNI GEOPHYSICAL 165-DAY PERIOD  ENDED DECEMBER 31, 1996) COMPARED
TO THE YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS OF DOLLARS)

     OMNI Geophysical acquired substantially all of the assets  and liabilities
of  OGC  in  the  OGC  Acquisition  on  July  19,  1996.  In  order to  provide
comparable historical periods for 1996, management has combined the results  of
operations  of  OGC  for  the  201-day  period  ended  July 19, 1996  with  the
results  of  operations  of  OMNI  Geophysical  for  the  165-day  period ended
December 31, 1996.
<TABLE>
<CAPTION>
                                           COMBINED
                                          YEAR ENDED            YEAR ENDED
                                       DECEMBER 31, 1996     DECEMBER 31, 1997
                                       -----------------     -----------------
                                           (unaudited)
<S>                                        <C>                   <C>
                                                 
Operating revenue.......................   $  20,959             $  49,591
Operating expense.......................      14,928                36,302
                                           ---------             ---------

Gross profit............................       6,031                13,289
General and administrative expenses.....       1,839                 5,122
                                           ---------             ---------

Operating income........................       4,192                 8,167
Interest expense........................         588                 1,866
Other income............................          26                    37
                                           ---------             ---------

Income before income taxes and                
   extraordinary item...................       3,630                 6,338
Income tax expense......................          -                    403
                                           ---------             ---------

Income before extraordinary item........       3,630                 5,935
Extraordinary expense from early          
   extinguishment of debt, net of tax...          -                     84
                                           ---------             ---------

Net income..............................   $   3,630             $   5,851
                                           =========             =========
</TABLE>
<PAGE>

      Operating revenues increased 136%, from $21.0 million for  the year ended
December  31,  1996  to  $49.6  million  for the year ended December 31,  1997.
Internal growth resulting from the increase  in industry demand for 3-D seismic
data in the Transition Zone accounted for approximately  $17.0 million, or 59%,
of this increase.  In order to meet this demand, the Company  added  49 seismic
drilling units for use in the Transition Zone during 1997, a 79% increase  from
the  number  of  such  units  owned  by  the  Company  at the end of 1996.  The
remaining  increase  was  due  to  the  increase  in  the Company's  operations
resulting  from  the  six  acquisitions  completed  during  1997.    These  six
acquisitions  broadened the Company's operations to include helicopter  support
operations and  survey  services.   In  addition,  the  Company added the Rocky
Mountain  region  as a primary service area.  The Company's  aviation  division
contributed approximately  $4.4 million in revenues, while the Company's survey
and  Rocky  Mountain seismic drilling  divisions  generated  revenues  of  $4.1
million and $3.1  million,  respectively  in  1997.   The  Company employed 308
employees  for  both field and administrative operations at December  31,  1996
compared to 602 at December 31, 1997, a 95% increase.

      Operating expenses  increased  144%,  from $14.9 million in 1996 to $36.3
million in 1997, due to both internal growth  of  the Company's operations from
1996 to 1997 and the expanded scope of the Company's  operations  that resulted
from the acquisitions described above.  Total payroll expense increased 135% in
1997,  to  $15.5  million  from  $6.6  million  in 1996, due to the significant
increase in the size of the Company's workforce.  Repairs and maintenance costs
were $4.6 million in 1997, a 130% increase over 1996  repairs  and  maintenance
costs  of  $2.0  million,  primarily  due  to  the  increase  in the number and
utilization  of  the  Company's seismic drilling and transportation  equipment.
Explosives costs increased  185%  in 1997, to $3.7 million from $1.3 million in
1996,  due to an increase in the number  of  projects  for  which  the  Company
provided  explosives.   Depreciation  expense  increased $1.3 million, or 130%,
from $1.0 million in 1996 to $2.3 million in 1997  due  to the increased number
of  seismic  drilling  and support equipment units owned by  the  Company,  the
stepped-up basis in such  units  that resulted from the OGC Acquisition and the
addition of the aircraft acquired  from  American  Aviation.  Contract services
increased 180%, or $0.9 million, from $0.5 million in  1996  to $1.4 million in
1997,  primarily  due  to the survey division's need for additional  surveyors.
Increased operations resulting from increased demand for the Company's services
and the acquisitions led  to  an  increase of $0.5 million, or 50%, in supplies
expense from $1.0 million in 1996 to  $1.5  million  in 1997.  Rental and lease
expense also increased in 1997 to $1.6 million from $0.6  million in 1996.  The
remaining increase in operating expenses was primarily related  to the increase
in the size and scope of the Company's operations, including a $0.7 million, or
140%,  increase in insurance expense and a $0.8 million, or 100%,  increase  in
fuel expense.

      Gross  profit  increased $7.3 million, or 122%, from $6.0 million in 1996
to $13.3 million in 1997.   Gross margins fell from 29% in 1996 to 27% in 1997.
This decline in the Company's  margin  was primarily due to the rapid expansion
of the Company's operations and the addition of new field crews.

      General and administrative expenses increased 183%, or $3.3 million, from
$1.8 million in 1996 to $5.1 million in  1997,  primarily  due  to increases in
office  personnel  to support the Company's expanded operations, payroll  taxes
and insurance expense.   These three items increased 145%, from $1.1 million in
1996 to $2.7 million in 1997.   Additionally,  other  components of general and
administrative  expenses, such as utilities, advertising,  office,  travel  and
entertainment, rent  and  permits, increased 260%, from $0.5 million in 1996 to
$1.8 million in 1997.  This  increase was primarily due to the expansion of the
Company's  facilities  and operations.   Professional  services  and  bad  debt
expense increased 100% from $0.2 million in 1996 to $0.4 million in 1997 due to
the increase in the Company's  operations.   Amortization  of  loan  costs  and
goodwill  expense  increased  to  $0.3  million  in  1997  as  a  result of the
acquisitions  completed  in  1997.   General and administrative expenses  as  a
percentage of revenue were 10% and 9% in 1997 and 1996, respectively.

      Interest expense increased $1.3  million,  or  217%, from $0.6 million in
1996 to $1.9 million in 1997, due to increased borrowings  used to fund the six
acquisitions  completed during 1997 and the acquisition of additional  drilling
units, support equipment and helicopters.

      Income tax  expense  was  $0.4 million in 1997.  On December 4, 1997, the
Company converted from a non-taxable entity to a taxable entity and thus became
subject to federal and state income  taxation.   Prior  to this conversion, the
Company  had  been  treated  as  a  partnership  for income tax  purposes  and,
accordingly, no provision for income taxes had been  made.   Income tax expense
for  1997  is  not indicative of future income tax expense as the  Company  was
subject to income taxation for less than one month.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      At December  31, 1998, the Company had approximately $3.3 million in cash
compared to approximately  $8.7  million at December 31, 1997.  The Company had
working capital of approximately $5.7  million at December 31, 1998 compared to
approximately $11.5 million at December  31,  1997.   The  decrease  in working
capital was due primarily to higher than normal levels of cash at December  31,
1997  as  a  result  of the completion of its initial public offering of common
stock in December 1997.  Cash generated  from  operations was $6.1  million for
the year ended December  31,  1998 compared to $4.9 million for the year  ended
December  31, 1997.

      The Company's primary credit facility is with Hibernia National Bank (the
"Hibernia Facility").   The  Hibernia  Facility  provided  the  Company with an
$11.0 million term loan, a $10.0 million revolving line of  credit  to  finance
working  capital  requirements  and a $9.0 million line of  credit  to  finance
capital expenditures and acquisitions.  The loans  under the Hibernia  Facility
bear interest at LIBOR  plus an  applicable  margin (currently 2.0%)  which  is
calculated quarterly and is based on the Company's ratio of average funded debt
to  earnings before interest, taxes  and depreciation  and  amortization.   The
applicable margin can range from 1.25% to 2.25%.  The  Hibernia  Facility has a
final  maturity  of  January  20,  2000, is required  to  be guaranteed by  all
of  the  Company's  subsidiaries, requires  the  Company  to  maintain  certain
financial  ratios, imposes certain limitations on the Company's ability to  pay
cash dividends  and  is  collateralized by a mortgage on the Company's land and
buildings  and  by  substantially  all  of  the  Company's  assets  not used as
collateral for  the CIT Loans,  as  defined  below.   As  of February 28, 1999,
the  Company  had  approximately  $18.1 million outstanding under the  Hibernia
Facility.

      On October 30, 1998, the  Hibernia  Facility  was  amended to provide the
Company with  a $6.6  million bridge loan.  This loan  bears interest at  LIBOR
plus an applicable margin, ranging from 1.25% to  2.25% (currently   2.0%)  and
has a maturity date of April  28, 1999.   As  of February 28, 1999, the Company
had approximately $2.6 million outstanding under this loan.

      As of February 28, 1999, the Company also had approximately  $8.9 million
in other loans outstanding, the majority of which (approximately $4.6  million)
are owed  pursuant  to  agreements  with CIT, consisting of several asset-based
financing loans (the "CIT Loans").  Of  the principal outstanding under the CIT
Loans, approximately  $3.3 million bears interest  at  LIBOR  plus  3.75%  (the
"Variable Rate") and matures  on July 19, 2001. The proceeds of this portion of
the loans were used to finance a portion of the OGC Acquisition, and the assets
acquired serve as collateral.  The  remaining  portion of  the CIT  Loans  were
borrowed  pursuant  to  an  additional  commitment  from  the  lender of up  to
$4,000,000 or 90% of the cost of the collateral securing amounts advanced under
this commitment.  As of February 28, 1999, $1.8 million of this commitment  had
been  advanced.   Amounts advanced under this commitment bear interest at LIBOR
plus 3.0% and are collateralized by various seismic drilling, support equipment
and aircraft.

      As of December 31, 1998, the Company was in  violation  of certain of its
covenants  under  these  agreements.  During March 1999, these violations  were
waived  by  Hibernia and CIT and certain terms  of  the  loan  agreements  with
Hibernia were restructured.  The most significant of these terms  involved  the 
requirement to repay $10.0 million on or before July 15, 1999 and  the revision
of  certain of the financial covenants.  The Company  intends on extending  the
maturities of  all of its  indebtedness  under the Hibernia Facility, partially
through  planned  refinancing with other lenders.  If the Company is unable  to
extend  its maturities and/or  refinance  the  Hibernia  Facility,  it  may  be
necessary for the Company  to seek  additional  capital  and/or  sell operating
assets   or  divisions  to  raise  funds   to  satisfy  its  debt  obligations.
Management believes  that  the  Company  will  be  able  to  obtain appropriate
financing for its operations, although there can be no assurance.

      In   February  1999,  the  Company  privately  placed  $2.5  million   in
subordinated  debentures  with  an affiliate of the Company.  The proceeds were
used for cash reserves and general corporate purposes.  The notes bear interest
at  12% per annum, and mature on March  1,  2004.   In  connection  with  these
debentures, the Company issued warrants to purchase up to 800,000 shares of the
Company's  common  stock at an exercise price of $5.00 per share.  The warrants
vest equally over the  next  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.

      As of February  28,  1999,  remaining indebtedness includes:  (i) $80,000
owed to Delta Surveys, Inc. (8.5% interest rate; March 31, 2000 maturity date),
(ii) $75,000 incurred in connection  with  the  formation  of  OMNI Geophysical
(March  1,  2001  maturity  date), and (iii) approximately $1,600,000  owed  to
finance and insurance companies  incurred  to  finance certain of the Company's
insurance premiums.

      Historically, the Company's capital requirements  have  primarily related
to  the purchase or fabrication of new seismic drilling equipment  and  related
support equipment, the purchase of helicopters and  business acquisitions.  The
Company made capital expenditures of approximately $24.2 million to purchase or
construct  new  assets  during the year ended December 31, 1998, including $2.2
million in cash and stock  for  the acquisition of Eagle Surveys International,
Inc., $1.2 million in cash and stock  for  the acquisition of Coastal Turbines,
Inc., $0.9 million in cash for the acquisition of Hamilton Drill Tech, Inc. and
$4.3 million in cash, stock and equipment for  the Bolivian joint venture, $9.1
million for drilling and support equipment, $0.9 million for survey and support
equipment,  $4.6 million for helicopters and aviation  support  equipment,  and
$1.0 million for the expansion of corporate headquarters.

      The  Company   currently   expects   to   make  capital  expenditures  of
approximately $1.5 million in 1999.  As of February  28,  1999,  the Company is
committed to $0.2 million of the estimated capital expenditures for 1999.

IMPACT OF YEAR 2000 COMPLIANCE

      The  Year  2000  (Y2K) issue is the result of computerized systems  being
written to store and process  the year portion of dates using two digits rather
than four.  Date-aware systems  (i.e.,  any  system  or component that performs
calculations, comparisons, sequencing, or other operations involving dates) may
fail or produce erroneous results on or before January 1, 2000 because the year
2000 will be interpreted as the year 1900.

     STATE OF READINESS. The Company has been pursuing a strategy to ensure all
its significant computer systems will be able to process  dates from  and after
January  1, 2000, including  leap  years, without critical systems failure (Y2K
Compliant  or  Y2K  Compliance).  Computerized  systems  are  integral  to  the
operations of the Company,  particularly for accounting and operations control.
Progress of  the  Y2K  plan  is  being  monitored  by  senior  management.  The
Company  believes  all  critical components of the plan  are  on  schedule  for
completion by the end of the second quarter of 1999.

      The  majority  of  computerized  date-sensitive  hardware   and  software
components  used by the Company are covered by maintenance contracts  with  the
vendors who originally implemented them.  Almost all of these vendors have been
contacted  regarding  Y2K  Compliance  of  their  products.   Where  necessary,
software modifications to ensure compliance will be provided by the appropriate
vendors under their maintenance contracts.

     INFORMATION  TECHNOLOGY AND NON-INFORMATION TECHNOLOGY SYSTEMS.  The  bulk
of computerized business systems  processing  is  provided  through  commercial
third  party software  licensed  by the Company.  This software has been tested
for compliance and the Company believes that it is Y2K Compliant. Additionally,
the  Company  is currently  in the process of investigating  more sophisticated
accounting  software   packages  to meet their reporting and operational needs.
The software conversion  is scheduled for completion during the second  quarter
of  1999.  An  assessment  of  all  embedded systems contained in the Company's
buildings,  equipment  and  other  infrastructure  has  been  completed.  These
assessments revealed the  need  to  upgrade  the  current  phone  system.  This
process will be completed by the second quarter of 1999.

     THIRD  PARTY  RISKS.   The  Company's  computer  systems  are  not  widely
integrated  with  the  systems  of  its  suppliers  or  customers.  The primary
potential  Y2K risk attributable to third  parties  would  be from a  temporary
disruption in certain  material  and services provided by  third  parties.  The
Company has contacted all significant vendors regarding the vendor's  state  of
readiness and contingency plans.  To date, no material adverse  information has
been  received.   Additionally,  effective  November  1, 1998,  Y2K  Compliance
requirements have been included in all purchasing contracts.

     COSTS  TO  ADDRESS  THE  Y2K ISSUES.  Based  on current  information,  the
Company  believes  that the cost of Y2K Compliance will not be  significant and
will be  provided  for  through its  normal  operating   and  capital  budgets.
These estimates  are  management's   best estimates, which  are  derived  using
numerous assumptions of future events including  the continued availability  of
certain resources,  third  party modifications and other factors.  There can be
no assurance that the systems of other companies  will be converted on a timely
basis or that failure to convert will not have a material adverse effect on the
Company.

     RISKS  OF  THE  Y2K  ISSUES.  Based  on  preliminary risk assessment  work
conducted thus far, the Company believes the most  likely  Y2K related failures
would  probably  be  temporary  disruptions  in certain materials and  services
provided by third  parties, which would  not  be  expected  to  have a material
adverse effect on the Company's financial condition or results of operations.

     CONTINGENCY PLANS.  Although the Company believes the  likelihood  of  any
or all of the above  risks occurring to be low, specific contingency  plans  to
address certain risk areas  will  be developed,  as  needed  beginning  in  the
second quarter of 1999.  However, there can be no assurance  that  the  Company
will not be materially adversely affected by Y2K problems or related costs.

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,  the absence of a combined operating history  of  the
Company and the companies it  has  recently acquired whose operations differ in
many  cases from the Company's traditional  Transition  Zone  seismic  drilling
operations,  risks   associated  with   the  Company's   acquisition  strategy,
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 No. 133, "Accounting for Derivative
Instruments and Hedging  Activities,"  which  is  effective  for  fiscal  years
beginning  after June 15, 1999.  Management believes the implementation of this
statement will  not  have  a  material  effect  on its results of operations or
financial statement disclosures.




<PAGE>
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 about the Company's future maturities  of principal for outstanding
debt  instruments  and  fair  value  at  December  31, 1998.   All  instruments
described are non-trading instruments.

<TABLE>
<CAPTION>
Dollars in thousands            1999       2000        2001        2002        2003
                              -------    -------     -------     -------     -------
<S>                            <C>        <C>          <C>          <C>         <C>
Long-term debt
  Fixed Rate                     263         276          44        ---         ---
    Average interest rate       6.8%        6.8%        6.0%
  Variable Rate                5,543      12,608       1,148         295        ---
    Average interest rate       7.9%        7.6%        8.7%        8.2%

Short-term debt
  Fixed Rate                   1,472        ---         ---         ---         ---
    Average interest rate       2.9%        ---         ---         ---         ---
  Variable Rate                2,639        ---         ---         ---         ---
    Average interest rate       7.3%        ---         ---         ---         ---
</TABLE>

FOREIGN CURRENCY RISKS

      Although  the majority of the Company's transactions are in U.S. dollars,
the Company does  have one subsidiary which conducts its operations in Canadian
dollars.  Currently,  the  South  American  joint  venture transacts all of its
activity in U.S. dollars.  The Company currently does  not  use any off-balance
sheet  hedging  instruments to manage its risks associated with  its  operating
activities conducted  in Canada.  Currently, the Company's operations in Canada
are not significant to  the  consolidated  operations  of  the Company, and the
Canadian dollar is not considered to be highly inflationary.




<PAGE>
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements                                PAGE
                                                                          ----

Report of Independent Public Accountants................................... 22
Consolidated Balance Sheets as of December 31, 1997 and 1998............... 23
Consolidated Statements of Income for the 201-day Period Ended
      July 19, 1996, the 165-day Period Ended December 31, 1996,
      and for the Years Ended December 31, 1997 and 1998................... 25
Consolidated Statements of Changes in Equity for the 201-day Period
      Ended July 19, 1996, the 165-day Period Ended December 31, 1996,
      and for the Years Ended December 31, 1997 and 1998................... 26
Consolidated Statements of Cash Flows for the 201-day Period Ended
      July 19, 1996, the 165-day Period Ended December 31, 1996,
      and for the Years Ended December 31, 1997 and 1998................... 27
Notes to Financial Statements.............................................. 28




<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"),
formerly OMNI Geophysical, L.L.C. and successor to OMNI Geophysical Corporation
("Predecessor") as of December 31, 1998 and 1997, and  the related consolidated
statements  of  income, cash flows and changes in equity for  the  years  ended
December 31, 1998  and 1997 and the 165-day period ended December 31, 1996.  In
addition, we have audited the consolidated statements of income, cash flows and
changes in equity for  the  201-day  period ended July 19, 1996 of Predecessor.
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  generally  accepted  auditing
standards.   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, (a) the financial position of OMNI Energy Services Corp.
and  subsidiaries  as  of  December 31, 1998 and 1997 and the  results  of  its
operations and cash flows for  the  years  ended December 31, 1998 and 1997 and
the 165-day period ended December 31, 1996 and  (b)  the  results of operations
and  cash flows for OMNI Geophysical Corporation for the 201-day  period  ended
July 19, 1996, all in conformity with generally accepted accounting principles.





                                                            ARTHUR ANDERSEN LLP



New Orleans, Louisiana,
February 11, 1999





<PAGE>
                          OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1997 AND 1998




<TABLE>
<CAPTION>
                                           December 31,   December 31,
ASSETS                                        1997            1998
------                                     -----------    -----------
                                             (Thousands of Dollars)
<S>                                          <C>           <C>
CURRENT ASSETS:
   Cash and cash equivalents                 $  8,723      $  3,333
   Accounts receivable, net                    11,958         9,691
   Deferred tax asset                             212           851
   Parts and supplies inventory                 2,988         6,113
   Prepaid expenses and other                   1,753         3,216
                                             --------      --------
      Total current assets                     25,634        23,204
                                             --------      --------

PROPERTY AND EQUIPMENT:
   Land                                           359         1,209
   Building and improvements                    3,949         5,542
   Drilling, field and support equipment       21,940        28,383
   Shop equipment                                 408         1,140
   Office equipment                               582         1,443
   Aircraft                                     9,266        10,592
   Vehicles                                     3,448         3,956
   Construction in progress                       800           572
                                             --------      --------
                                               40,752        52,837
   Less:  accumulated depreciation              2,909         6,596
                                             --------      --------
      Total property and equipment, net        37,843        46,241
                                             --------      --------

OTHER ASSETS:
   Goodwill, net                               10,680        15,406
   Other                                          756           495
                                             --------      --------
      Total other assets                       11,436        15,901
                                             --------      --------
      Total assets                           $ 74,913      $ 85,346
                                             ========      ========
</TABLE>



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




<PAGE>
                          OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1997 AND 1998





<TABLE>
<CAPTION>
                                                  December 31,     December 31,
LIABILITIES AND EQUITY                               1997              1998
                                                  -----------      -----------
                                                     (Thousands of Dollars)
<S>                                                <C>              <C>
CURRENT LIABILITIES:
   Current maturities of long-term debt            $   5,713        $   9,917
   Accounts payable                                    5,998            6,276
   Accrued expenses                                    2,409            1,204
   Due to affiliates and shareholders                   ---               100
                                                   ---------        ---------
      Total current liabilities                       14,120           17,497
                                                   ---------        ---------
LONG-TERM LIABILITIES:
   Long-term debt, less current maturities            14,558           14,371
   Line of credit                                       ---             4,315
   Due to affiliate and shareholders                    ---               900
   Deferred taxes                                      1,650            2,092
                                                   ---------        ---------
      Total long-term liabilities                     16,208           21,678
                                                   ---------        ---------

TOTAL LIABILITIES                                     30,328           39,175
                                                   ---------        ---------
MINORITY INTEREST                                       ---               600
                                                   ---------        ---------
COMMITMENTS AND CONTINGENCIES

EQUITY:
    Common Stock, $.01 par value, 45,000,000
      shares authorized; 15,726,282 and
      15,958,627 issued and outstanding at
      December 31, 1997 and 1998, respectively           157              160
    Preferred Stock, $.01 par value,
      5,000,000 shares authorized; none           
      issued and outstanding                            ---              ---
    Additional paid-in capital                        44,038           46,885
    Accumulated other comprehensive income              ---               (64)
    Retained earnings                                    390           (1,410)
                                                   ---------        ---------

      Total equity                                    44,585           45,571
                                                   ---------        ---------
      Total liabilities and equity                 $  74,913        $  85,346
                                                   =========        =========
</TABLE>



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



<PAGE>
                          OMNI ENERGY SERVICES CORP.
        CONSOLIDATED STATEMENTS OF INCOME FOR THE 201-DAY PERIOD ENDED
          JULY 19, 1996, THE 165-DAY PERIOD ENDED DECEMBER 31, 1996,
              AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998


   The purchase method of accounting was used  to  record  assets  acquired and
liabilities  assumed  by  the  Company.   Such accounting generally results  in
increased depreciation and amortization expense  reported  in  future  periods.
Accordingly, the accompanying financial statements of Predecessor and Successor
presented  below  are  not  comparable  in  all  material  respects since those
financial statements report the financial position, results  of  operations and
cash flows of these two separate entities.

<TABLE>
<CAPTION>
                                           Predecessor                     Successor
                                           -----------     ------------------------------------------
                                             201-Day          165-Day
                                           Period Ended    Period Ended    Year Ended     Year Ended
                                            July 19,        December 31,   December 31,   December 31,
                                              1996             1996            1997           1998
                                           -----------     ------------    ------------   ------------
<S>                                        <C>              <C>             <C>            <C>       
                                                        (Thousands of Dollars)
Operating revenue                          $   10,017       $   10,942      $   49,591     $   73,207
Operating expense                               6,814            8,114          36,302         57,724
                                           ----------       ----------      ----------     ----------
   Gross profit                                 3,203            2,828          13,289         15,483

General and administrative expense                789            1,050           5,122         13,226
Asset impairment and other charges               ---              ---             ---           3,379
                                           ----------       ----------      ----------     ---------- 
   Operating income (loss)                      2,414            1,778           8,167         (1,122)

Interest expense                                  151              437           1,866          1,683
Other income                                        6               20              37            281
                                           ----------       ----------      ----------     ----------
                                                 (145)            (417)         (1,829)        (1,402)
   Income (loss) before taxes and          ----------       ----------      ----------     ----------
     extraordinary item                         2,269            1,361           6,338         (2,524)

Income tax expense (benefit)                     ---              ---              403           (706)
                                           ----------       ----------      ----------     ----------
Income (loss) before extraordinary item         2,269            1,361           5,935         (1,818)
Extraordinary expense from early
   extinguishment of debt, net of tax            ---              ---               84           ---
                                           ----------       ----------      ----------     ----------
Income (loss) before minority interest          2,269            1,361           5,851         (1,818)
Loss of minority interest                        ---              ---             ---             (18)
                                           ----------       ----------      ----------     ----------
      Net income (loss)                    $    2,269       $    1,361      $    5,851     $   (1,800)
                                           ----------       ----------      ----------     ----------

Preferred dividend requirements            $     ---        $     (180)     $     (391)    $     ---
                                           ----------       ----------      ----------     ----------
Income (loss) applicable to common shares  $    2,269       $    1,181      $    5,460     $   (1,800)
                                           ==========       ==========      ==========     ==========

Basic earnings (loss) per common share:
   Before extraordinary item               $    1,135       $     0.11      $     0.47     $    (0.11)
   Extraordinary item, net of tax                ---              ---            (0.01)          ---
                                           ----------       ----------      ----------     ----------
      Net income (loss) per common share:  $    1,135       $     0.11      $     0.46     $    (0.11)
                                           ==========       ==========      ==========     ==========
UNAUDITED PRO FORMA DATA:
Income before taxes and extraordinary 
   item, reported above                    $    2,269       $    1,361      $    6,338
Pro forma interest expense                       ---              ---             (345)
Pro forma provision for income taxes
   related to operations as a                 
   non-taxable corporate entity                  (908)            (544)         (2,400)
                                           ----------       ----------      ----------
Pro forma net income                       $    1,361       $      817      $    3,593
                                           ==========       ==========      ==========

Pro forma net income per common share                                       $      .30
                                                                            ==========

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

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


<PAGE>

                          OMNI ENERGY SERVICES CORP.
   CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE  201-DAYPERIOD ENDED
          JULY 19, 1996, THE 165-DAY PERIOD ENDED DECEMBER 31, 1996,
              AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998


     The  purchase method of accounting was used to record assets acquired  and
liabilities  assumed  by  the  Company.   Such  accounting generally results in
increased  depreciation and amortization expense reported  in  future  periods.
Accordingly, the accompanying financial statements of Predecessor and Successor
presented below  are  not  comparable  in  all  material  respects  since those
financial  statements report the financial position, results of operations  and
cash flows of these two separate entities.

<TABLE>
<CAPTION>
                                                                                                               
                                                                                                        
                                                                                                ACCUMULATED
                                 COMMON STOCK     PREFERRED UNITS     COMMON UNITS   ADDITIONAL    OTHER    
                                ---------------   ---------------    --------------   PAID-IN  COMPREHENSIVE  RETAINED
                                SHARES   AMOUNT    UNITS   AMOUNT    UNITS   AMOUNT   CAPITAL     INCOME      EARNINGS   TOTAL
                                ------   ------    -----   ------    -----   ------   -------  -------------  --------   -----
PREDECESSOR:                                                  (Thousands of Dollars)
------------
<S>                       <C>          <C>      <C>      <C>      <C>       <C>      <C>         <C>         <C>       <C>
BALANCE, December 31, 1995      2,000    $   6     ---    $ ---       ---    $ ---    $  ---      $ ---      $  2,857  $  2,863
  Add - net income               ---      ---      ---      ---       ---      ---       ---        ---         2,269     2,269
  Deduct- distributions to       
    shareholders                 ---      ---      ---      ---       ---      ---       ---        ---          (881)     (881)
                              -------  -------  -------  -------   -------  -------   -------    -------     --------  --------
BALANCE, July 19, 1996          2,000        6     ---      ---       ---      ---       ---        ---         4,245     4,251
SUCCESSOR:
----------
BALANCE, July 19, 1996          2,000        6     ---      ---       ---      ---       ---        ---         4,245     4,251
  Deduct - adjustments to
    reflect purchase of
    predecessor                (2,000)      (6)    ---      ---       ---      ---       ---        ---        (4,245)   (4,251)
  Add - initial capital         
        contribution             ---      ---     4,000    4,000   101,263        1      ---        ---          ---      4,001
      - net income               ---      ---      ---      ---       ---      ---       ---        ---         1,360     1,360
  Deduct - distribution to       
    members                      ---      ---      ---      ---       ---      ---       ---        ---           (18)      (18)
                              -------  -------  -------  -------   -------  -------   -------    -------     --------  --------
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 - contribution of
           undistributed
           retained earnings from
           OMNI due to change
           in tax status         ---      ---      ---      ---       ---      ---        302       ---          (302)     ---
         - distributions to
           common unitholders    ---      ---      ---      ---       ---      ---       ---        ---        (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 acquisistions
        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
                          ===========  =======  =======  =======   =======  =======  ========    =======     ========  ========
</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 201-DAY PERIOD ENDED
          JULY 19, 1996, THE 165-DAY PERIOD ENDED DECEMBER 31, 1996,
              AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998

     The purchase  method  of accounting was used to record assets acquired and
 liabilities assumed by the  Company.   Such  accounting  generally  results in
 increased  depreciation  and  amortization expense reported in future periods.
 Accordingly,  the  accompanying  financial   statements   of  Predecessor  and
 Successor  presented below are not comparable in all material  respects  since
 those  financial   statements   report  the  financial  position,  results  of
 operations and cash flows of these two separate entities.

<TABLE>
<CAPTION>
                                                    Predecessor                    Successor
                                                    ------------   ----------------------------------------
                                                       201-Day        165-Day
                                                    Period Ended   Period Ended   Year Ended    Year Ended
                                                      July 19,     December 31,  December 31,  December 31,
                                                        1996           1996          1997          1998
                                                    ------------   ------------  ------------  ------------
                                                                    (Thousands of Dollars)
<S>                                                  <C>             <C>           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                   $   2,269       $   1,361     $   5,851    $  (1,800)
Adjustments to reconcile net income (loss) to
 net cash provided by operating activities-
 Depreciation                                              275             674         2,259        4,472
 Amortization                                             ---               23           252          739
 Loss on fixed asset dispositions                            1              17            39          105
 Deferred compensation                                    ---             ---             84          144
 Provision for bad debts                                  ---              110           151          995
 Minority interest                                        ---             ---           ---           (18)
 Property, plant and equipment impairment charges         ---             ---           ---         1,473
 Deferred taxes                                           ---             ---            179         (833)
Changes in operating assets and liabilities-
 Decrease (increase) in assets-
     Receivables - Trade                                (1,896)           (341)       (4,340)       4,475
     Receivables - Other                                    22            ---           (622)         734
     Inventory                                            (157)           (302)       (1,710)      (2,060)
     Prepaid expenses                                       93            (639)         (849)       1,195
     Other                                                  19            (492)         (661)        (532)
 Increase (decrease) in liabilities-
     Accounts payable and accrued expenses                 874             195         4,341       (2,471)
     Unearned revenue                                     ---             ---           ---          (638)
     Due to affiliates and stockholders/members            (44)           ---            (29)         100
                                                     ---------       ---------     ---------    ---------
        Net cash provided by operating activities        1,456             606         4,945        6,080
                                                     ---------       ---------     ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisitions, net of cash received                       ---          (10,948)       (3,193)      (4,996)
 Proceeds from disposal of fixed assets                      4              25           579        3,933
 Purchase of fixed assets                               (1,438)         (2,539)      (16,398)     (15,644)
                                                     ---------       ---------     ---------    ---------
        Net cash used in investing activities           (1,434)        (13,462)      (19,012)     (16,707)
                                                     ---------       ---------     ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of long-term debt                2,771           9,540        27,283       10,577
 Principal payments on long-term debt                   (1,135)           (987)      (26,268)      (9,643)
 Net borrowings/(payments) on line of credit            (1,003)            360        (2,116)       4,314
 Capital contributions                                    ---            4,001         1,078         ---
 Distributions to stockholders/members                    (881)            (19)       (6,501)        ---
 Retirement of preferred units                            ---             ---         (5,000)        ---
 Net proceeds from public offering                        ---             ---         34,275         ---
                                                     ---------       ---------     ---------    ---------  
        Net cash provided by (used in)financing
        activities                                        (248)         12,895        22,751        5,248
                                                     ---------       ---------     ---------    ---------
  Effect of exchange rate changes in cash                 ---             ---           ---           (11)
NET INCREASE (DECREASE) IN CASH                           (226)             39         8,684       (5,390)
CASH, at beginning of period                               300            ---             39        8,723
                                                     ---------       ---------     ---------    ---------
CASH, at end of period                               $      74       $      39     $   8,723    $   3,333
                                                     =========       =========     =========    =========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
CASH PAID FOR INTEREST                               $     133       $     443     $   1,771    $   1,681
                                                     =========       =========     =========    =========
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.    The   accompanying   financial   statements   include
Predecessor's results of operations for the 201-day period ended July 19, 1996.

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
------------------
The Company  is  an  oilfield  service  company  specializing  in  providing an
integrated  range  of  onshore seismic drilling, helicopter support 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, where the Company is the leading provider
of seismic drilling services.

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  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.
The statement is  effective  for  fiscal  years  beginning after June 15, 1999.
Management believes the implementation of SFAS No. 133 will not have a material
effect on its results of operations or financial statement disclosures.



<PAGE>
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.  The Company's  aircraft,
which  are usually chartered for a guaranteed minimum number of hours per  day,
generate  revenue  pursuant  to  a  fixed  hourly rate.  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 and aviation
equipment and services.  All inventories are valued at lower of 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:

<TABLE>
<CAPTION>
 ASSET CLASSIFICATION                 USEFUL LIFE         SALVAGE VALUE
 --------------------                 -----------         -------------
<S>                                   <C>                      <C>
Buildings and improvements              25 years               ---
Drilling, field and support equipment  5-10 years              10%
Shop equipment                          10 years               ---
Office equipment                        5 years                ---
Aircraft                              10-15 years              25%
Vehicles                               4-5 years               ---
</TABLE>

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, 1998, the  Company  had  $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 6).  The
Company expects to dispose of the remaining assets held for sale during 1999.

<PAGE>

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,
1997 and 1998, accumulated goodwill amortization totaled approximately $183,000
and   $735,000,   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 year ended
December 31, 1998.

FOREIGN CURRENCY TRANSLATION
----------------------------
The Company's Canadian subsidiary maintains its accounting records in its local
currency (Canadian Dollar).  The currency is 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 and Predecessor 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. ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
   ------------------------------------
The allowance for uncollectible accounts consists of the following:

<TABLE>
<CAPTION>
                                            Balance at      Additions      Write-off of
                                            Beginning       Charged to    Uncollectible    Balance at End
   Description                              of Period        Expense         Amounts         of Period
                                           -----------     -----------     -----------      -----------
<S>                                        <C>             <C>             <C>              <C>
December 31, 1998
   Allowance  for uncollectible accounts   $   390,210     $   995,362     $  (310,827)     $ 1,074,745
                                           ===========     ===========     ===========      ===========
December 31, 1997
   Allowance  for uncollectible accounts   $   125,000     $   265,210     $     ---        $   390,210
                                           ===========     ===========     ===========      ===========
December 31, 1996
   Allowance  for uncollectible accounts   $      ---      $   125,000     $     ---        $   125,000
                                           ===========     ===========     ===========      ===========
</TABLE>

3. EARNINGS PER SHARE
   ------------------
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.  All income  per  share  amounts for all periods have been presented, and
where necessary, restated to conform  to the requirements of SFAS No. 128.  The
following table sets forth the computation  of  basic  and  diluted income from
continuing operations per share (dollars and shares in thousands):

<TABLE>
<CAPTION>
                                           PREDECESSOR                    SUCCESSOR
                                          -------------   -------------------------------------------
                                            201-day          165-day
                                             Period       Period  Ended    Year Ended      Year Ended
                                          Ended July 19,   December 31,    December 31,   December 31,
                                              1996            1996             1997           1998
                                          -------------   -------------    ------------   ------------
<S>                                        <C>             <C>              <C>            <C> 
Income (loss) before extraordinary
item, after minority interest              $    2,269      $    1,361       $    5,935     $   (1,800)
Less:  Preferred dividend requirements            --             (180)            (391)           --
                                           ----------      ----------       ----------     ----------
Income (loss) available to common
  stockholders                             $    2,269      $    1,181       $    5,544     $   (1,800)
                                           ==========      ==========       ==========     ==========
Shares:
  Weighted average number of common
    shares outstanding                              2          10,708           11,733         15,850
  Options                                         --              --                77            --
                                           ----------      ----------       ----------     ----------
  Weighted average number of common
    shares outstanding, plus                                  
    assumed conversion                              2          10,708           11,810         15,850
                                           ==========      ==========       ==========     ==========

Basic earnings (loss) per share            $    1,135      $     0.11       $     0.47     $    (0.11)
                                           ==========      ==========       ==========     ==========

Diluted earnings per share                 $    1,135      $     0.11       $     0.47     $    (0.11)
                                           ==========      ==========       ==========     ==========
</TABLE>
The weighted average number of shares of common stock for the Successor periods
in the table above, excluding the year ended December 31, 1998,  give effect to
the Share Exchange discussed in Note 1.

4. LONG-TERM DEBT
   --------------
<TABLE>
<CAPTION>
Long-term debt consists of the following (dollars in thousands):            December 31,
                                                                          1997         1998
                                                                       ---------    ---------
<S>                                                     <C>        <C>
Notes payable to a finance company, variable interest rate with
   $3,583 at LIBOR plus 3.75%.  Remaining portion at LIBOR plus 3.0%;
   interest rates ranging from 8.2% to 9.0% at December 31, 1998 with           
   maturity dates ranging from July 2001 to November 2002, secured
   by various property and equipment                                   $   6,659    $   4,974
Note payable to a bank with interest payable at LIBOR plus 2.0%
   (7.38% at December 31, 1998) maturing January 2000                     10,902        6,682
Construction loan to a bank with interest payable at the lesser of
   Citibank prime plus 0.75% or LIBOR plus 3.75% (8.5% at
   December 31, 1997) collateralized by buildings.  Loan was repaid
   in January, 1998                                                        1,937         ---
Acquisition loan to a bank with interest payable at LIBOR plus 2.0%
   (7.38% at December 31, 1998) maturing January 2000                       ---         7,938
Note payable to a bank with interest payable quarterly at LIBOR
   plus 2.0% (7.38% at December 31, 1998) with maturity at
   April 28, 1999                                                           ---         2,639
Note payable to an insurance company; monthly payments of $79
   through November 1999                                                    ---           867
Notes payable, interest rates ranging from 6.7% to 7.5%, with
   maturity dates ranging from August 1999 to March 2001                    ---           828
Various notes payable                                                        773          360
                                                                       ---------    ---------
       Total                                                              20,271       24,288
Less:  Current maturities                                                  5,713        9,917
                                                                       ---------    ---------
Long-term debt less current maturities                                 $  14,558    $  14,371
                                                                       =========    =========
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                       <S>           <C>
                       1999          $    9,917
                       2000              12,884
                       2001               1,192
                       2002                 295
                       2003                ---
                                      ---------
                                      $  24,288
                                      =========
</TABLE>

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, 1997 and 1998.

No interest was capitalized for the 201-day period ended July 19, 1996.  During
the 165-day period ended December 31,  1996  and  the  years ended December 31,
1997  and 1998, interest in the amount of approximately $44,000,  $173,000  and
$120,000, 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 (discussed  in
Note  5  below),  and obtained a $9.0 million line of credit to finance capital
expenditures and acquisitions.

In October, 1998, the Company amended the Credit Facility to provide it  with a
$6.6  million  bridge  loan.  The  new  loan  bears  interest at LIBOR plus  an
applicable  margin,  ranging  from 1.25%  to 2.25% (currently  2.0%) and  has a
maturity  date of April 28, 1999.  As of  December 31, 1998,  the  Company  had
approximately $2.6 million outstanding under the new loan.

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,  1998,  the  Company was in violation of certain of its covenants
under these agreements.  These violations were waived by the bank.  The Company
intends  on  extending  the maturities  of  all of its  indebtedness  under the
Hibernia Facility, partially through  planned  refinancing with other  lenders.
If the Company is unable to extend its maturities and/or refinance the Hibernia
Facility,  it  may  be necessary for the Company  to  seek  additional  capital
and/or  sell operating assets   or  divisions  to  raise  funds to satisfy  its
debt  obligations.  Management believes  that  the  Company  will  be  able  to
obtain  appropriate  financing  for  its operations, although  there can  be no
assurance.

5.    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) $10.0 million or, (ii)
the sum of 80% of eligible accounts receivable  and  advances  to  finance  the
purchase  of certain parts and supplies.  The line bears interest at LIBOR plus
an applicable margin, ranging from 1.25% to 2.25% (7.38% at December 31, 1998),
and matures  on  January  20,  2000.  The weighted-average interest rate on the
line  was  9.2%  and 7.1% for the years  ended  December  31,  1997  and  1998,
respectively.  The  line  was collateralized by accounts receivable and certain
equipment of the Company.

6. ASSET IMPAIRMENT AND OTHER NON-RECURRING CHARGES
   ------------------------------------------------
In response to recent 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  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.



<PAGE>
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  involves several
factors  including the restructuring of senior management and the  closing  and
relocation  of  certain of its operational facilities. Accordingly, the Company
has recorded an accrual  of severance and lease exit costs of $0.3 million, and
future related severance costs will be charged against this reserve as they are
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.

7.    RELATED PARTY TRANSACTIONS
      --------------------------
During the year ended December 31, 1998, the  Company  purchased  two operating
facilities from a major shareholder for $0.9 million.  The debt is non-interest
bearing  and  will be repaid when the Company completes its planned refinancing
of its long-term debt.

8.    CUSTOMER CONCENTRATION
      ----------------------
Substantially all  of  the Company's revenues are derived from companies in the
geophysical industry.  During  the 165-day period ended December 31, 1996, four
customers accounted for approximately 67% (24%, 21%, 11% and 11%, respectively)
of  the  Company's total revenues.   Included  in  accounts  receivable  as  of
December 31,  1996,  are  amounts  owed  from  one  of these customers totaling
approximately  $1.1  million,  which was approximately 23%  of  total  accounts
receivable.

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  63%
(31%, 17% 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 44% (22%, 14% and 8%, respectively)  of  total
accounts receivable.

9.    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 $5,000 through  July  2001.   During  1998, the
Company  acquired  this  facility in connection with the purchase discussed  in
Note 7.

Total rental expense was $248,000,  $425,000, $1,921,000 and $2,869,000 for the
201-day period ended July 19, 1996, the  165-day period ended December 31, 1996
and the years ended December 31, 1997 and  1998,  respectively.   The following
table sets forth the Company's minimum lease payments for the next five years:

<TABLE>
<CAPTION>
     For the Year Ended December 31:
     <S>                              <C>
                   1999               $    1,418,690
                   2000                    1,329,725
                   2001                      805,315
                   2002                      523,248
                   2003                      508,848
                                      --------------
     Total minimum lease payments     $    4,585,826
                                      ==============
</TABLE>

The  Company  carries workers compensation insurance coverage with a deductible
amount of $200,000  per  incident  for claims incurred in 1996. This deductible
was  raised  to  $250,000 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, 1998.

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




<PAGE>

10.   PREFERRED UNITS
      ---------------
In connection with OMNI's acquisition of Predecessor on July 19, 1996 (Note 1),
OMNI issued  4,000 10%, cumulative participating preferred units in the 165-day
period ended December  31, 1996 and on February 19, 1997, 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.

11.   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
year ended December 31, 1998,  18,189  of  these options were cancelled.  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 $84,000 and $144,000 for
the years ended December 31, 1997 and 1998, 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, 170,500 remain available for  issuance  under  the plan at December
31, 1998.

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, 1998           December 31, 1997
                                    -----------------------      -----------------------
                                       As                           As         
                                    Reported      Pro Forma      Reported      Pro Forma
                                    --------      ---------      --------      ---------
                                      (Dollars in thousands except per share amounts)
                                                            
<S>                                 <C>            <C>            <C>           <C>      
Net Income (loss)                   $ (1,800)      $ (2,096)      $  5,851      $  5,510
                                                                     
Basic earnings (loss) per share     $  (0.11)      $  (0.13)      $   0.47      $   0.44
                                                               
Diluted earnings (loss) per share   $  (0.11)      $  (0.13)      $   0.47      $   0.43
                                                               
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
                                Weighted  
                                Average     Incentive  
                                Exercise       Plan       Other
                                  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
                                ========   ==========   ========
</TABLE>

As of December 31, 1998, there were 486,761 options exercisable with a weighted
average exercise price of $10.50.

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 following table summarizes information about stock  options  outstanding as
of December 31, 1998:
<TABLE>
<CAPTION>
                                 Options Outstanding                Options Exercisable
                         --------------------------------------   ----------------------
                                        Wgtd. Avg.   Wgtd. Avg.                Wgtd. Avg.
                           Number       Remaining     Exercise      Number      Exercise
    Exercise Prices      Outstanding   Contr. Life      Price     Exercisable     Price
                         -----------   -----------   ----------   -----------  ----------
<S>                      <C>           <C>           <C>          <C>           <C>
       $  2.28              81,016         6.8        $   2.28       38,716     $   2.28
 $  9.75 - $  10.375       225,000         9.6        $   9.92          --           --
 $ 10.50 - $  11.81      1,066,045         6.8        $  11.01      433,045     $  11.00
       $ 14.38              27,000         9.3        $  14.38          --           --
 $ 17.25 - $  17.38         16,000         9.4        $  17.37       15,000     $  17.38
                         ---------     -----------   ----------   -----------   ---------
                         1,415,061         7.3        $  10.48      486,761     $  10.50
                         ---------     -----------   ----------   -----------   ---------
</TABLE>

In  early  1999,  the  Company  adopted  the  1999 Stock Option Plan to provide
options to non-officer employees of the Company  and it subsidiaries in lieu of
year-end cash bonuses.  The options become exercisable immediately with respect
to one-half of the shares, and one year following  the  date  of  grant for the
remaining  one-half  of  the  shares.   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 150,000 shares of common stock were authorized under
the  1999  Stock Option Plan.  Of the 150,000 shares authorized  28,460  remain
available for issuance under the plan at February 11, 1999.


<PAGE>
12. INCOME TAXES
    ------------
The components  of  deferred tax assets and liabilities as of December 31, 1997
and 1998 are as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                     1997         1998
                                                   --------     --------       
Deferred Tax Assets:
<S>                                                <C>          <C>
     Allowance for doubtful accounts               $    137     $    398
     Foreign taxes                                     ---            57
     Goodwill                                          ---         1,477
     Net operating loss carryforward (expires 2019)    ---         1,319
     Non-deductible expenses                             75          396
                                                   --------     --------
          Total deferred tax assets                     212        3,647
Deferred Tax Liabilities:
     Property and equipment                           1,634        4,888
     Other                                               16         ---
                                                   --------     --------
          Total deferred tax liabilities              1,650        4,888
                                                   --------     --------

Net Deferred Tax Liability                         $  1,438     $  1,241
                                                   ========     ========    
</TABLE>

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

<TABLE>
<CAPTION>
                                            1997         1998
                                           ------       ------
      <S>                                  <C>          <C>
      Current expense (benefit)            $  338       $ (934)
      Deferred expense (benefit)               (8)         229
      Adjustment to deferred taxes
        due to change in tax status            73          --
                                           ------       ------
      Tax expense (benefit) before              
        extaordinary item                     403         (705)
      Allocated to extraordinary item         (42)         --
      Other                                   --            (1)
                                           ------       ------
          Total                            $  361       $ (706)
                                           ======       ======
</TABLE>

The reconciliation of Federal  statutory and effective income tax rates for the
years ended December 31, 1997 and 1998 is shown below:

<TABLE>
<CAPTION>
                                            1997         1998
                                           ------       ------
      <S>                                  <C>          <C>
      Statutory federal rate                 34%         (34%)
      Income not subject to corporate tax   (27%)        ---
      State taxes                           ---           (3%)
      Goodwill                              ---            6%
      Other permanent differences           ---            2%
      Other                                  (1%)          1%
                                           ------       ------
          Total                               6%         (28%)
                                           ======       ======
</TABLE>

13.     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.  The Company had only one  segment  until 1997
(See  Note 14).  Currently, the Company operates principally in three segments:
Drilling, Survey and Aviation.

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.   Aviation  revenue  is  derived  primarily through the transport  of
geophones and




<PAGE>
recorders  used  to  collect  the  seismic  data  between   receiving   points.
Helicopters are also used to transport heli-portable drilling units into remote
or   otherwise   inaccessible   terrain.    In   1998,   the  Company  expanded
internationally  into  South  America  where  it  currently  provides drilling,
aviation  and survey services as well as line-cutting services.

The following shows industry  segment  information for the 201-day period ended
July 19, 1996, the 165-day period ended  December 31, 1996, and the years ended
December 31, 1997 and 1998:

<TABLE>
<CAPTION>
                            Predecessor                        Successor
                            -----------     -------------------------------------------
                               201-Day        165-Day
                            Period Ended    Period Ended     Year Ended      Year Ended
                              July 19,      December 31,    December 31,    December 31,
                                1996            1996            1997            1998
                            -----------     ------------    ------------    ------------
                                              (Thousands of Dollars)
OPERATING REVENUES: (1)
<S>                          <C>              <C>             <C>             <C>
Drilling                     $  10,017        $ 10,492        $ 41,132        $ 48,815
Aviation                          ---            ---             4,402          11,123
Survey                            ---            ---             4,057          12,076
Other (2)                         ---            ---              ---            1,193
                              --------        --------        --------        --------
   Total                      $ 10,017        $ 10,942        $ 49,591        $ 73,207
                              ========        ========        ========        ========
</TABLE>

(1)   Net  of  inter-segment  revenues of $0.2 million and $1.8 million for the
      years ended December 31, 1997 and 1998, respectively.

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

<TABLE>
<CAPTION>
GROSS PROFIT:
<S>                           <C>             <C>             <C>             <C>
Drilling                      $  3,203        $  2,828        $ 10,495        $ 10,363
Aviation                          ---             ---            1,788           2,431
Survey                            ---             ---            1,006           2,629
Other
                                  ---             ---             ---               60
                              --------        --------        --------        --------
   Total                         3,203           2,828          13,289          15,483

General and administrative        
    expenses                       789           1,050           5,122          13,226
Asset impairment and other           
    charges                       ---             ---             ---            3,379       
Other expense, net                 145             417           1,829           1,402
                              --------        --------        --------        --------
   Income (loss) before taxes
      and extraordinary item  $  2,269        $  1,361        $  6,338        $ (2,524)
                              ========        ========        ========        ========
</TABLE>

<TABLE>
<CAPTION>
IDENTIFIABLE ASSETS:                             1996           1997            1998
                                              ---------       --------        --------
<S>                                           <C>             <C>             <C>   
   Drilling                                   $  18,925       $ 35,000        $ 34,704
   Survey                                          ---           3,849           6,459
   Aviation                                        ---          19,424          22,594
   Other                                          1,461         16,640          21,589
                                              ---------       --------        --------
Total                                         $  20,386       $ 74,913        $ 85,346
                                              =========       ========        ========
</TABLE>

<TABLE>
<CAPTION>
CAPITAL EXPENDITURES:                           1996            1997            1998
                                              ---------       --------        --------
<S>                                           <C>             <C>             <C>
   Drilling                                   $   2,440       $  8,105        $  9,138
   Survey                                          ---             729             881
   Aviation                                        ---           2,945           4,644
   Other                                             99          4,619             981
                                              ---------       --------        --------
Total                                         $   2,539       $ 16,398        $ 15,644
                                              =========       ========        ========
</TABLE>





<PAGE>

14.    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.

<PAGE>

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

The following summarized unaudited income statement data reflects the Company's
results  of  operations as if the American  Aviation  and  American  Helicopter
transactions had taken place on July 20, 1996:

<TABLE>
<CAPTION>
                                      UNAUDITED PRO-FORMA RESULTS
                                      ---------------------------
                                         (Dollars in Thousands)
                                      165-day Period
                                          Ended       Year Ended
                                       December 31,   December 31,
                                           1996           1997
                                      -------------  -------------
<S>                                   <C>            <C>
Gross revenue                         $      15,613  $      54,747
                                      =============  =============
Income before extraordinary item      $       1,055  $       5,005
                                      =============  =============
Net income                            $       1,055  $       4,921
                                      =============  =============
Basic earnings per share              $        0.08  $        0.39
                                      =============  =============
</TABLE>

The pro forma  effect  of  the acquisitions other than of American Aviation and
American Helicopter were not material.

15.  SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
     -----------------------------------------------------
<TABLE>
<CAPTION>
                                                  Quarter Ended
                                --------------------------------------------------
1998                             MARCH 31     JUNE 30    SEPTEMBER 30  DECEMBER 31
----                            ---------    ---------   ------------  -----------
<S>                             <C>          <C>          <C>          <C>
Operating revenues              $  18,329    $  24,250    $  19,905    $  10,723
Gross profit (loss)                 5,601        8,618        2,889       (1,625)
Net income (loss)                   1,845        3,511       (3,260)      (3,896)
Basic earnings per common share      0.12         0.22        (0.20)       (0.24)
Diluted earnings per common share    0.12         0.22        (0.20)       (0.24)

</TABLE>




<PAGE>

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

      None.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information concerning the Company's directors and officers called for by
this item will be included in the Company's definitive Proxy Statement prepared
in connection with the 1999 Annual Meeting of shareholders and  is incorporated
herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

      Information  concerning  the  compensation  of  the  Company's executives
called  for  by  this  item will be included in the Company's definitive  Proxy
Statement prepared in connection  with  the 1999 Annual Meeting of shareholders
and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information concerning security ownership  of  certain  beneficial owners
and  management  called  for  by  this  item will be included in the  Company's
definitive Proxy Statement prepared in connection  with the 1999 Annual Meeting
of shareholders and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information  concerning  certain relationships and  related  transactions
called for by this item will be  included  in  the  Company's  definitive Proxy
Statement  prepared in connection with the 1999 Annual Meeting of  shareholders
and is incorporated herein by reference.

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/ ROBERT F. NASH
                                                -------------------
                                                  Robert F. Nash
                                       President and Chief Executive Officer
                                           (Principal Executive Officer)


       Date:  March 25, 1999

       Pursuant  to  the  requirements  of the Securities Exchange Act of 1934,
this Report has been signed below by the  following  persons  on  behalf of the
Registrant and in the capacities and on the dates indicated.


      SIGNATURE                        TITLE                         DATE
      ---------                        -----                         ----

/S/ DAVID A. JEANSONNE      Chairman of the Board                March 25, 1999
------------------------
David A. Jeansonne

/S/ ROBERT F. NASH          President, Chief Executive Officer   March 25, 1999
------------------------    and Director
Robert F. Nash                       

/S/ JOHN H. UNTEREKER       Executive Vice President, Chief      March 25, 1999
------------------------    Financial Officer and Director
John H. Untereker           (Principal Financial and Accounting
                            Officer)
                            

/S/ ALLEN R. WOODARD        Vice President-Marketing: Business   March 25, 1999
------------------------    Development and Director
Allen R. Woodard         

/S/ CRICHTON W. BROWN       Director                             March 25, 1999
------------------------
Crichton W. Brown

/S/ WILLIAM W. RUCKS, IV    Director                             March 25, 1999
------------------------
William W. Rucks, IV

/S/ STEVEN T. STULL         Director                             March 25, 1999
------------------------
Steven T. Stull

/S/ ROGER E. THOMAS         Director                             March 25, 1999
------------------------
Roger E. Thomas





                                      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)

        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)





                                      E-1


                 


<PAGE>
        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.

        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)

        21.1       Subsidiaries of the Company

        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.





















                                      E-2