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                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                           OMNI ENERGY SERVICES CORP.

         Pursuant to Section 33 of the Louisiana Business Corporation Law and
Article IIIB of the Articles of Incorporation, OMNI Energy Services Corp., a
Louisiana corporation (the "Company"), acting through its undersigned President
and Secretary, does hereby certify that the Board of Directors of the Company,
acting through unanimous written consent dated May 8, 2001, duly adopted
resolutions approving an amendment to the Company's Articles of Incorporation to
add the following as Section B(II) to Article III of the Company's Articles of
Incorporation:

         B(II). Series B 8% Convertible Preferred Stock. The Company's Series B
8% Convertible Preferred Stock, no par value per share (the "Series B
Convertible Preferred Stock"), shall consist of 10,000 shares of Preferred Stock
having the preferences, limitations and relative rights set forth below. Such
number of shares may be increased or decreased at any time by resolution of the
Board of Directors; provided, however, that no decrease shall reduce the number
of shares of Series B Convertible Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights, warrants, or other
securities of the Company that are convertible or exchangeable into shares of
Series B Convertible Preferred Stock.

         Section (A). Liquidation. Upon the voluntary or involuntary
liquidation, winding up or dissolution of the Company, out of the assets
available for distribution to shareholders, the 8% Convertible Preferred Stock
and the Series B Convertible Preferred Stock shall be entitled to receive, on
parity with each other and in preference to any payment to the holders of the
Company's Common Stock and any other stock of the Company ranking junior to the
8% Convertible Preferred Stock and the Series B Convertible Preferred Stock as
to dividends or the distribution of assets upon liquidation, dissolution or the
winding up of the affairs of the Company (the Common Stock and any such other
junior stock is referred to herein as "Junior Stock"), $1,000.00 per share plus
an amount equal to all dividends (whether or not declared or due) accrued and
unpaid on each such share up to the date fixed for distribution (the "Preferred
Liquidation Value"). After the Preferred Liquidation Value due to the holders of
the 8% Convertible Preferred Stock and the Series B Convertible Preferred Stock
has been paid, the remaining assets of the Company shall be paid to the holders
of Junior Stock in accordance with their respective priority, if any. In the
event the net assets of the Company are insufficient to pay the holders of the
8% Convertible Preferred Stock and Series B Convertible Preferred Stock the full
amount of Preferred Liquidation Value then due, then the net assets of the
Company shall be divided among and paid to the holders of the shares of 8%
Convertible Preferred Stock and Series B Convertible Preferred Stock ratably in
proportion to the Preferred Liquidation Value to which each is entitled, and the
holders of Junior Stock shall receive nothing.

         Section (B). Dividends. (i) Subject to the prior approval of the
Company's senior lender, beginning on July 1, 2002, the Series B Convertible
Preferred Stock is entitled to receive, out of legally available funds,
cumulative dividends at the per share rate of EIGHTY DOLLARS


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($80.00) per year. Dividends on the Series B Convertible Preferred Stock shall
be payable in equal quarterly installments due on the first business day of each
January, April, July and October while outstanding (each, a "Dividend Payment
Date") commencing on October 1, 2002, to each holder of record at the start of
business on such Dividend Payment Date. Dividends shall begin to accrue on
outstanding shares of Series B Convertible Preferred Stock and to accumulate
from July 1, 2002 whether or not declared or due, but dividends for any period
less than a full quarterly period between Dividend Payment Dates shall be
computed on the basis of a 365-day year for the actual number of days elapsed.
Dividends shall not accrue on outstanding shares of Series B Convertible
Preferred Stock from the issuance date thereof to June 30, 2002. At the
Company's option, any dividend accruing from July 1, 2002 to March 31, 2003 may
be paid, in whole or in part, in fully paid and nonassessable shares of Series B
Convertible Preferred Stock having an aggregate Preferred Liquidation Value
equal to the amount of the cash dividend that otherwise would have been required
to be paid pursuant to this Section (B)(i).

                  (ii) The dividends to the holders of Series B Convertible
Preferred Stock shall be payable on parity with the 8% Convertible Preferred
Stock. So long as any shares of Series B Convertible Preferred Stock shall be
outstanding, the Company shall not, unless full cumulative dividends for all
past dividend periods shall have been paid or declared and set apart for payment
upon all outstanding shares of the 8% Convertible Preferred Stock and the Series
B Convertible Preferred Stock, (1) declare, pay or set apart any amount for
dividends on, or make any other distribution in cash or other property in
respect of any shares of Junior Stock other than a dividend payable solely in
Junior Stock, (2) purchase, redeem or otherwise acquire for value any shares of
Junior Stock, directly or indirectly, other than as a result of reclassification
of Junior Stock or the exchange or conversion of one type of Junior Stock for or
into another type of Junior Stock, or other than through the use of proceeds of
a substantially contemporaneous sale of other Junior Stock, or (3) make any
payment on account of, or set aside money for, a sinking or other like fund for
the purchase, redemption or other acquisition for value of any share of Junior
Stock.

                  (iii) If the funds available for the payment of dividends are
insufficient to pay in full the dividends payable on all outstanding shares of
8% Convertible Preferred Stock and Series B Convertible Preferred Stock, the
total available funds to be paid in partial dividends on the 8% Convertible
Preferred Stock and the Series B Convertible Preferred Stock shall be divided
ratably among the outstanding shares of 8% Convertible Preferred Stock and the
Series B Convertible Preferred Stock. Accrued dividends shall not bear interest.

         Section (C). Conversion. The holders of the Series B Convertible
Preferred Stock shall have conversion rights as follows:

                  (i) Definitions. For purposes of this Section (C), the
following definitions shall apply:

                           (1) "Conversion Price" shall mean, with respect to
         the Series B Convertible Preferred Stock, the price, determined
         pursuant to this Section (C), at which shares of Common Stock shall be
         deliverable upon conversion of shares of such Series B Convertible
         Preferred Stock into Common Stock.


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                           (2) "EBITDA" means the consolidated net income of the
         Company and its subsidiaries before interest, federal and state income
         taxes, depreciation and amortization, determined in accordance with
         GAAP applied consistent with past practices of the Company.

                           (3) "Minimum EBITDA Threshold" means $7,500,000 in
         EBITDA.

                  (ii) Right to Convert.

                           (1) Subject to the terms and conditions set forth
         herein, for every $1,000,000 in EBITDA the Company generates above the
         Minimum EBITDA Threshold following April 1, 2001, a number of shares of
         Series B Convertible Preferred Stock determined by dividing $2,000,000
         by the Preferred Liquidation Value of the Series B Convertible
         Preferred Stock (calculated including accumulated and unpaid dividends
         thereon up to the date of conversion) shall become convertible (e.g.,
         If $1,000,000 in EBITDA is generated above the Minimum EBITDA Threshold
         after April 1, 2001, and the Preferred Liquidation Value is $1,000,
         2,000 shares of Series B Convertible Preferred Stock shall become
         convertible); provided, however, that no shares of Series B Convertible
         Preferred Stock shall become convertible until all the shares of 8%
         Convertible Preferred Stock have become convertible in accordance with
         this subsection (1).

                           (2) Subject to the terms and conditions set forth
         herein, at any time after the satisfaction of the requirements set
         forth in (1) above until the close of business on the date on which
         such share is redeemed by the Company pursuant to Section (E) (the
         "Conversion Period"), each share of Series B Convertible Preferred
         Stock that becomes convertible in accordance with (1) above shall be
         convertible, at the option of the holder thereof, into such number of
         fully paid and non-assessable shares of Common Stock as determined by
         dividing the Preferred Liquidation Value (calculated including
         accumulated and unpaid dividends thereon up to the date of conversion)
         by the Conversion Price in effect at the time of conversion. For
         purposes of determining the number of shares of Common Stock into which
         the Series B Convertible Preferred Stock is convertible, the initial
         Conversion Price shall be $1.25.

                  (iii) Mechanics of Conversion. If a holder of 8% Convertible
Preferred Stock or Series B Convertible Preferred Stock desires to convert its
shares of 8% Convertible Preferred Stock or Series B Convertible Preferred Stock
into shares of Common Stock pursuant to this Section (C) or otherwise, such
holder shall deliver written notice (a "Conversion Notice") to the Company of
the proposed conversion and state the amount of shares that such holder requests
to convert. The Company shall have 30 days from the date the Conversion Notice
is received by the Company to redeem, in whole or in part, the number of shares
of 8% Convertible Preferred Stock or Series B Convertible Preferred Stock set
forth in the Conversion Notice in accordance with the terms of Section (E) of
this Section B(II) or otherwise; provided, however, that the Company shall be
under no obligation to redeem any shares. Each holder of Series B Convertible
Preferred Stock who desires to convert its shares of Series B Convertible
Preferred Stock into shares of Common Stock pursuant to this Section (C) shall
surrender the certificate or certificates evidencing such shares, duly endorsed,
at the office of the Company or any transfer


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agent for the Series B Convertible Preferred Stock together with written notice
stating the number of shares of Series B Convertible Preferred Stock being
converted. Such conversion shall be deemed to have been made at the close of
business on the date of such surrender of the certificates evidencing the shares
of Series B Convertible Preferred Stock to be converted, and the person entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder of such shares of Common Stock on
such date.

                  (iv) Adjustments to Conversion Price. The Conversion Price for
the Series B Convertible Preferred Stock shall be subject to adjustment from
time to time as follows:

                           (1) If after the date hereof the number of
         outstanding shares of Common Stock is increased by a stock dividend
         payable in shares of Common Stock or by a split-up of shares of Common
         Stock or other similar event, then, on the effective date thereof, the
         number of shares of Common Stock issuable upon conversion of shares of
         Series B Convertible Preferred Stock shall be increased in proportion
         to such increase in outstanding shares, and the then applicable
         Conversion Price shall be correspondingly decreased.

                           (2) If after the date hereof the number of
         outstanding shares of Common Stock is decreased by a consolidation,
         combination or reclassification of shares of Common Stock or other
         similar event, then, upon the effective date of such consolidation,
         combination or reclassification, the number of shares of Common Stock
         issuable upon conversion of shares of Series B Convertible Preferred
         Stock shall be decreased in proportion to such decrease in outstanding
         shares, and the then applicable Conversion Price shall be
         correspondingly increased.

                           (3) Notwithstanding anything to the contrary
         contained in Section B(II)(C)(ii), if after the date hereof any capital
         reorganization or reclassification of the Common Stock of the Company,
         or consolidation or merger of the Company with another entity (other
         than a merger with a wholly-owned subsidiary of the Company or a merger
         in which the Company is the surviving entity), or the sale of all or
         substantially all of its assets to another entity or other similar
         event shall be effected, then as a condition of such reorganization,
         reclassification, consolidation, merger, or sale, lawful and fair
         provision shall be made whereby the holders of shares of Series B
         Convertible Preferred Stock shall thereafter have the right to convert
         shares of Series B Convertible Preferred Stock and receive, upon the
         basis and upon the terms and conditions specified in this Section B(II)
         of Article III and in lieu of the shares of Common Stock of the Company
         immediately theretofore receivable upon the conversion of shares of
         Series B Convertible Preferred Stock, such shares of stock, securities,
         assets or other consideration as may be issued or payable with respect
         to or in exchange for the number of outstanding shares of such Common
         Stock immediately theretofore receivable upon the conversion of share
         of Series B Convertible Preferred Stock, had such reorganization,
         reclassification, consolidation, merger, or sale not taken place and in
         such event appropriate provision shall be made with respect to the
         rights and interests of the holder to the end that the provisions
         hereof shall thereafter be applicable, as nearly as may be in relation
         to any share of stock, securities or assets thereafter deliverable upon
         the conversion of shares of Series B Convertible Preferred Stock. The
         Company shall not effect any consolidation,


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         merger, or sale unless prior to the consummation thereof the successor
         entity (if other than the Company) resulting from such consolidation or
         merger, or the corporation purchasing such assets, shall assume by
         written instrument executed and delivered to all holders of shares of
         Series B Convertible Preferred Stock the obligation to deliver to the
         holders thereof such shares of stock, securities, assets or other
         consideration as, in accordance with the foregoing provisions, such
         holders may be entitled to acquire upon conversion of shares of Series
         B Convertible Preferred Stock.

                           (v) Certificate as to Adjustments. Upon the
         occurrence of each adjustment or readjustment of the Conversion Price
         pursuant to this Section (C), the Company shall promptly compute such
         adjustment or readjustment in accordance with the terms hereof and
         furnish to each holder of Series B Convertible Preferred Stock a
         certificate, signed by the Company's President or Chief Financial
         Officer, setting forth such adjustment or readjustment and showing in
         detail the facts upon which such adjustment or readjustment is based.
         The Company shall, upon the written request of any holder of Series B
         Convertible Preferred Stock, furnish or cause to be furnished to such
         holder a like certificate setting forth (1) such adjustments and
         readjustments, (2) the Conversion Price at the time in effect, and (3)
         the number of shares of Common Stock and the amount, if any, of other
         property which at the time would be received upon the conversion of
         Series B Convertible Preferred Stock.

                           (vi) Fractional Shares. No fractional shares of
         Common Stock shall be issued upon conversion of the Series B
         Convertible Preferred Stock, and the number of shares of Common Stock
         to be issued shall be rounded up to the nearest whole share. All shares
         of Common Stock (including fractions thereof) issuable upon conversion
         of more than one share of Series B Convertible Preferred Stock by a
         holder thereof shall be aggregated for purposes of determining whether
         the conversion would result in the issuance of any fractional share.

                           (vii) No Impairment. The Company will not, by
         amendment of its Articles of Incorporation or through any
         reorganization, transfer of assets, consolidation, merger, dissolution,
         issue or sale of securities or any other voluntary action, avoid or
         seek to avoid the observance or performance of any of the terms to be
         observed or performed hereunder by the Company but will at all times in
         good faith assist in the carrying out of all the provisions of this
         Section (C) and take all such action as may be necessary or appropriate
         in order to protect the conversion rights of the holders of the Series
         B Convertible Preferred Stock against impairment.

                           (viii) Reservation of Common Stock Issuable upon
         Conversion. The Company shall at all times reserve and keep available
         out of its authorized but unissued shares of Common Stock solely for
         issuance upon the conversion of shares of Series B Convertible
         Preferred Stock as herein provided, such number of shares of Common
         Stock as, from time to time, shall be issuable upon the conversion of
         all the shares of the Series B Convertible Preferred Stock at the time
         outstanding.

         Section (D). Voting Rights.


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                  (i) Prior to the Conversion Period, each holder of Series B
Convertible Preferred Stock shall have no voting rights with respect to any
matters submitted to a vote of the Company's shareholders and shall not be
entitled to vote as a separate class. During the Conversion Period, with respect
to (and only with respect to) the number shares that each holder of Series B
Convertible Preferred Stock has a right to convert under Section B(II)(C)(ii)
above but has not converted (the "Series B Voting Shares"), each such holder of
Series B Voting Shares shall be entitled to the number of votes equal to the
number of full shares of Common Stock into which the holder's Series B Voting
Shares are convertible (as adjusted pursuant to Section (C)), at the record date
for the determination of the shareholders entitled to vote on such matters or,
if no such record date is established, at the date such vote is taken or any
written consent of shareholders is first executed. Except as set forth below or
as otherwise required by Louisiana law, holders of Series B Voting Shares shall
not be entitled to vote as a separate class, but shall vote together with the
holders of shares of all other classes of capital stock of the Company having
general voting powers as one class, on all matters submitted to a vote of the
Company's shareholders. In all cases where the holders of shares of Series B
Convertible Preferred Stock have the right to vote separately as a class as
provided by Louisiana law, such holders shall be entitled to one vote for each
such share held by them respectively.

                  (ii) Notwithstanding anything to the contrary contained herein
or under Louisiana law, the holders of Series B Convertible Preferred Stock and
8% Convertible Preferred Stock agree that when they vote their shares together
with all other classes of capital stock of the Company, the total voting power
of the holders of Series B Convertible Preferred Stock and 8% Convertible
Preferred Stock (including any Common Stock or other equity securities owned by
the holders) shall not exceed forty-nine percent (49%) of the total outstanding
voting power of the Company. For example, assume 5,000,000 shares of Common
Stock are outstanding, 1,000 shares of 8% Convertible Preferred Stock are
outstanding, 1,000 Series B Voting Shares are outstanding, and the holders of
Series B Convertible Preferred Stock and 8% Convertible Preferred Stock own
1,000,000 shares of Common Stock of the Company. Assume further that the 1,000
shares of 8% Convertible Preferred Stock are convertible into 1,333,333 shares
of Common Stock for voting purposes and that the Series B Voting Shares are
convertible into 800,000 shares of Common Stock for voting purposes. In this
example, the total voting power of the holders of Series B Convertible Preferred
Stock and 8% Convertible Preferred Stock will exceed forty-nine percent (49%) of
the total outstanding voting power of the Company. Therefore, the voting power
of the holders of Series B Convertible Preferred Stock and 8% Convertible
Preferred Stock shall be reduced such that their total voting power (including
the Common Stock) shall not exceed 49% of the voting power.

                  (iii) Without the affirmative vote of the holders of not less
than a majority of the shares of Series B Convertible Preferred Stock, voting
together as a single class, the Company shall not:

                           (1) amend its Articles of Incorporation or any other
         document to alter or change any rights, preferences or privileges of
         the Series B Convertible Preferred Stock.

                           (2) authorize another class or series of shares
         senior to or ranking pari passu with the Series B Convertible Preferred
         Stock with respect to dividends or


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         distribution of assets on liquidation, dissolution or the winding up of
         the affairs of the Company; or

                           (3) purchase, redeem or otherwise acquire any Junior
         Stock, either directly or through a subsidiary.

         Section (E). Redemption.

                  (i) After the Company has redeemed all of the shares of 8%
Convertible Preferred Stock of the Company, the Company shall have the right, at
any time and at its sole option and election, to redeem the shares of Series B
Convertible Preferred Stock, in whole or in part, on such date as may be
specified in a notice of redemption given in accordance with Section (E)(ii)
(any such date a "Redemption Date") at a price per share (the "Redemption
Price") equal to 100% of the Preferred Liquidation Value (which includes accrued
dividends thereon, whether or not declared or due, to the applicable Redemption
Date) in immediately available funds. The Company may use the Cash Flow and/or
Available Cash to redeem the Series B Convertible Preferred Stock.

                  (ii) Notice of any redemption of shares of Series B
Convertible Preferred Stock shall be mailed at least thirty (30), but not more
than sixty (60), days prior to the applicable Redemption Date to each holder of
the shares of Series B Convertible Preferred Stock to be redeemed, at such
holder's address as it appears on the transfer books of the Company. In order to
facilitate the redemption of shares of Series B Convertible Preferred Stock, the
Board of Directors may fix a record date for the determination of shares of
Series B Convertible Preferred Stock to be redeemed, or may cause the transfer
books of the Company for the Series B Convertible Preferred Stock to be closed,
not more than sixty (60) days or less than ten (10) days prior to the applicable
Redemption Date.

                  (iii) Notice of redemption having been given as provided in
Section (E)(ii), notwithstanding that any certificates for such shares shall not
have been surrendered for cancellation, from and after the Redemption Date
designated in the notice of redemption (1) the shares represented thereby shall
no longer be deemed outstanding, (2) the rights to receive dividends thereon
shall cease to accrue and (3) all rights of the holders of shares of Series B
Convertible Preferred Stock to be redeemed shall cease and terminate, excepting
only the right to receive the Redemption Price therefore and the right to
convert such shares into shares of Common Stock (or other series of Preferred
Stock) until the close of business on the applicable Redemption Date, in
accordance with Section (C) hereof.

         Section (F). Reacquired Shares. Any shares of Series B Convertible
Preferred Stock converted, exchanged, redeemed, purchased or otherwise acquired
by the Company in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. No such shares shall be reissued.

         Section (G). Preemptive Rights. Except as provided herein, the Series B
Convertible Preferred Stock is not entitled to any preemptive rights in respect
of any securities of the Company.


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         Section (H). Amendment and Waiver. The Company may not amend this
Section (B)(II) of its Articles of Incorporation or waive compliance with any of
the provisions hereof without, in either instance, the affirmative vote (at a
meeting) or the written consent (with or without a meeting) of the holders of a
majority of the shares of Series B Convertible Preferred Stock; provided that no
such action will change the dividend rate, the Preferred Liquidation Value, the
Conversion Price or the amount payable on redemption of the Series B Convertible
Preferred Stock without the prior written consent of each holder of Series B
Convertible Preferred Stock.

         Section (I). Severability of Provisions. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or otherwise
adversely affecting the remaining provisions hereof. If a court of competent
jurisdiction should determine that a provision hereof would be valid or
enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and valid under
applicable law.


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         These Articles of Amendment are executed as of the 28th day of March,
2002.



                                      OMNI ENERGY SERVICES CORP.



                                      By:
                                         ---------------------------------------
                                          James C. Eckert, President


                                      By:
                                         ---------------------------------------
                                          Burton T. Zaunbrecher, Secretary


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                                 ACKNOWLEDGEMENT



STATE OF LOUISIANA

PARISH OF LAFAYETTE



         BEFORE ME, the undersigned authority, personally came and appeared
James C. Eckert and Burton T. Zaunbrecher, to me known to be the persons who
signed the foregoing instrument as President and Secretary, respectively, of
OMNI Energy Services Corp. and who acknowledged and declared, in the presence of
the two witnesses, whose names are subscribed below, that they signed such
instrument as their free act and deed in the capacities and for the purposes
mentioned therein.

         IN WITNESS WHEREOF, each of the undersigned has herewith affixed his or
her hand on this 28th day of March 2002, in the aforesaid parish and state.



WITNESSES:


--------------------                             -------------------------------
                                                 James C. Eckert

--------------------                             -------------------------------
                                                 Burton T. Zaunbrecher


                        -------------------------------
                                  Notary Public


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