JOHN H. UNTEREKER



                              AMENDMENT NO. 1
                                    TO
                 EMPLOYMENT AND NON-COMPETITION AGREEMENT


     THIS  AMENDMENT NO. 1 to Employment and Non-Competition Agreement (the
"Amendment")  dated  as  of  March 1, 1999 by and between John H. Untereker
(the "Employee") and OMNI Energy Services Corp. (the "Company").

     WHEREAS, Employee and the  Company entered into an Employment and Non-
Competition Agreement on July 21, 1998 (the "Agreement"); and

     WHEREAS,  Employee and the Company  desire  to  amend  the  terms  and
conditions of the Agreement in accordance with Section 16 thereof;

     NOW, THEREFORE,  in  consideration  of  the  covenants  and agreements
contained herein, the parties agree as follows:

     Section 2 of the Agreement is hereby amended and restated  to  read in
its entirety as follows:

          2.  TERM.  Subject to the provisions for termination and for
     extension  upon  a Change of Control as hereinafter provided, the
     term of Employee's  employment with the Company shall commence on
     August 4, 1998 and shall  expire  on  August 4, 2001, except that
     the  provisions  of  Sections  7  and 8 of this  Agreement  shall
     survive the termination of this Agreement for a period of two (2)
     years thereafter.

     Section 3(d) of the Agreement is hereby  amended  and restated to read
in its entirety as follows:

          (d)  Of  the  55,000  options granted pursuant to  paragraph
     3(c), 5,000 will be designated  guaranteed  return  options  (the
     "Guaranteed  Return Options").  If on January 1, 2000 the closing
     price of the Common  Stock,  as  reported  on the Nasdaq National
     Market System, or such other exchange on which  the  Common Stock
     is  then  traded  (the  "Closing Price"), is not at least  $10.00
     greater than the per share  exercise  price  of  such  Guaranteed
     Return Options (the "Exercise Price"), then as to each Guaranteed
     Return  Option  remaining  unexercised  at such date, the Company
     shall pay Employee the amount, if any, by  which  (i)  the sum of
     the Exercise Price plus $10.00, exceeds (ii) the greater  of  (a)
     the Exercise Price or (b) the Closing Price.

     The  second  paragraph of Section 4 of the Agreement is hereby amended
and restated to read in its entirety as follows:

          Employee   shall  be  entitled  in  each  year,  at  a  time
     convenient to the  Company, to a vacation of three weeks per year
     on the same policies  as  applicable  to employees of the Company
     generally and during which his salary will be paid in full.

     The Agreement is hereby amended to include  a  new  Section  22, which
shall read in its entirety as follows:

          22. CHANGE IN CONTROL.

               (a)  Notwithstanding  anything in this Agreement to the
     contrary, in the event of a "Change  of  Control" (as hereinafter
     defined),  the  term  of  this Agreement shall  be  automatically
     extended without the necessity  of  any action on the part of any
     party  to  expire on the third anniversary  of  such  "Change  of
     Control."

               (b) For purposes of this Agreement, "Change in Control"
     shall mean any  of  the  following  events  occurring  after  the
     Effective Date:

                    (i)   any   "person,"   including   a  "group"  as
          determined  in  accordance  with  Section  13(d)(3)  of  the
          Securities Exchange Act of 1934 (the "Exchange  Act"), other
          than  Advantage  Capital Corporation and its affiliates  (as
          defined  under  the   Exchange   Act),  is  or  becomes  the
          beneficial owner, directly or indirectly,  of  securities of
          the Company representing 50% or more of the combined  voting
          power of the Company's then outstanding securities;

                    (ii)  as  a  result of, or in connection with, any
          tender offer or exchange  offer,  merger  or  other business
          combination,  sale of assets or contested election,  or  any
          combination of the foregoing transactions (a "Transaction"),
          the persons who  were  directors  of  the Company before the
          Transaction  shall  cease to constitute a  majority  of  the
          Board of Directors of  the  Company  or any successor to the
          Company;

                    (iii) the Company is merged  or  consolidated with
          another corporation or entity and, as a result of the merger
          or  consolidation,  less than 80% of the outstanding  voting
          securities of the surviving  corporation  or  entity is then
          owned  in  the aggregate by the former stockholders  of  the
          Company;

                    (iv)  a tender offer or exchange offer is made and
          consummated for the  ownership  of securities of the Company
          representing 50% or more of the combined voting power of the
          Company's then outstanding voting securities; or

                    (v) the Company transfers all or substantially all
          of its assets to another corporation  which is not a wholly-
          owned subsidiary of the Company.

     All capitalized terms used herein but not defined  herein  shall  have
the meanings ascribed to them in the Agreement.

     Except  as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.

     Any reference  to  the  Agreement shall be deemed to be a reference to
the Agreement as amended hereby.

     The validity of this Amendment,  the construction of its terms and the
determination of the rights and duties  of  the  parties  hereto  hereunder
shall be governed by and construed in accordance with the laws of the State
of Louisiana.

     This  Amendment  may  be  executed  by  the  parties  in  one  or more
counterparts,  all  of  which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

     IN  WITNESS WHEREOF,  the  parties  hereto  have  duly  executed  this
Amendment as of the day and year first above written.

                            OMNI ENERGY SERVICES CORP.


                            By:

                                       David A. Jeansonne
                                      Chairman of the Board


                            By:

                                        John H. Untereker