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, 1997
  __  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
    incorporation or organization)                     Identification No.)

   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. <checked-box>

      The aggregate market value of the voting stock held by non-affiliates of
the Registrant at March 20, 1998 was approximately $41,718,000.

      The number of shares of the Registrant's common stock, $0.01 par value
per share, outstanding at March 20, 1998 was 15,726,282.

                      DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Registrant's Proxy Statement for its 1998 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, 1997

TABLE OF CONTENTS

                                                                          PAGE

PART  I......................................................................1

      Items 1 and 2. Business and Properties................................ 1
      Item 3.        Legal Proceedings......................................10
      Item 4.        Submission of Matters To a Vote Of Security Holders....10
      Item 4A.       Executive Officers of The Registrant...................11

PART II.....................................................................12

      Item 5.        Market for Registrant's Common Stock and Related
                     Stockholder Matters....................................12
      Item 6.        Selected Financial Data................................15
      Item 7.        Management's Discussion and Analysis of Financial
                     Conditionand Results of Operations.....................17
      Item 7A.       Quantitative and Qualitative Disclosures About
                     Market Risk............................................22
      Item 8.        Financial Statements and Supplementary Data............23
      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.

      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.  In 1997 the Company expanded its seismic
drilling operations into the Rocky Mountain region, where it engages in seismic
rock drilling in hard rock terrain.

      The Company.  The Company was originally founded in 1987 by the Company's
Chairman and Chief Executive Officer, 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 10, 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").  Subsequently, the Company completed an initial public
offering of 3,450,000 shares of Common Stock.

      Recent 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 information with respect
to these acquisitions:

<TABLE>
<CAPTION>
                                     Effective Date             Seismic Support
Name of Acquired Company             of Acquisiton                  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
</TABLE>

      Pending Acquisitions.   In  March  1998,  the  Company  entered into non-
binding  letters  of intent to acquire three support companies:   (i)  Hamilton
Drill Tech, Inc., a Canadian-based seismic drilling company ("Hamilton Drill");
(ii) Coastal Airboats,  Inc.,  a  Louisiana-based  airboat  operator  and (iii)
Coastal Turbine, Inc., a Louisiana-based, turbine engine repair company.  These
acquisitions,  which  are  subject to definitive agreements with the respective
sellers,  are expected to close  during  the  second  quarter  of  1998  at  an
approximate aggregate cost of $3.2 million in cash and 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 jobsite 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"), 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 14 helicopters, 13 of which are owned  and  one  of
which is 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 at the
Lafayette, Louisiana Airport.

      The Company also owns four airplanes  (including  one  float-plane) which
currently  are  used  to support its operations and to provide limited  charter
services.  The Company  has  announced  its intention to sell its airplanes and
related  assets  in  an  effort  to  focus on its  helicopter  seismic  support
operations.  The sale of these assets is expected to occur in March or April of
1998.

      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 25 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. The
Company  also provides, on a limited basis, non-seismic, civil survey  services
in south Louisiana to the oil and gas industry and other industries.

      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.  The Company recently 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.  The Company also  leases  two
additional  buildings  adjacent   to   its   main   headquarters  that  provide
approximately  2,500  square  feet of office space and 19,000  square  feet  of
covered maintenance, fabrication  and  warehouse  space.   The  Company  has an
option  to  purchase  these  buildings for $500,000 which expires in 2001.  The
Company plans to use these adjacent  buildings  for the storage and maintenance
of its helicopter assets, which are currently stored  and  maintained at leased
facilities at the Lafayette, Louisiana Airport.

      The Company leases an operations base in Victoria,  Texas  which  is
used  to  store  parts  and  equipment for use in Texas and bases in Big Piney,
Wyoming, and Loveland, Colorado  to support its rock drilling operations.   The
Company  also  leases  an  office  for  its  survey  operations  in  Thibodaux,
Louisiana.

      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:

                                                Number of
                                               units as of
                  Types of Equipment        December 31, 1997
                --------------------------  -----------------
                Highland Drilling Units           38(1)
                Water Buggies                     17
                Aluminum Marsh ATVs               12
                Steel Marsh ATVs                   8
                Airboat Drilling Units            28
                Swamp ATVs                        25
                Pullboats                         20
                Pontoon Boats                     12
                Skid-Mounted Drilling Units       35

------------------------
(1)  Fourteen of these drilling units  are  currently dedicated to seismic rock
     drilling operations outside of the Transition Zone.

      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
38 highland drilling units for seismic drilling in dry land areas, fourteen  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 seismic  drilling.   This type of vehicle is used around the world
for this type of terrain.

      The Company intends to increase  the  number  of  highland drilling units
that  it  operates  by  50  in 1998.  Twelve of these drills will  be  obtained
through the acquisition of Hamilton  Drill, if completed.  The remaining drills
will be either purchased or manufactured.  The Company anticipates that the new
drilling units will be subject to long-term,  minimum  guarantee contracts with
the Company's major clients.  Most of the new drills are  expected to be placed
into service during the second and third quarters of 1998.   The acquisition of
Hamilton  Drill, if completed, will also provide the Company with  an  entrance
into the seismic drilling market in Canada.

      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.  Recently the Company has experimented with several  innovative methods of
obtaining a water supply in marsh areas.  On some occasions the Company deploys
a vehicle to the source point a few days prior to drilling  to  dig  holes near
the  drill sites, which may collect water naturally, either through seepage  or
rainfall.

      The  Company  owns and operates 20 marsh ATVs, of which eight are made of
stainless steel and 12  are  made  of  aluminum.  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  28  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 20 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  pull  boats, 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 35 of
these units.

      Miscellaneous.  The Company  owns  and operates 83 single engine airboats
and 25 outboard powered boats, which it uses to ferry personnel and supplies to
locations throughout the Transition Zone.   The  Company also maintains a fleet
of six tractor-trailer trucks and numerous other trucks,  trailers and vehicles
to move its equipment and personnel to projects throughout the Transition Zone.
The  Company has signed a letter of intent to acquire Coastal  Airboats,  Inc.,
which  provides  airboat  and general transportation water craft to geophysical
companies and currently operates  17  boats.   This  acquisition is expected to
close during the second quarter of 1998.

      Heli-portable and Seismic Rock Drilling Equipment.   The  Company  has 50
heli-portable  and  man-portable  drilling units and 14 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.  Approximately 20 of  the  50  highland drilling units that the
Company expects to add during 1998 will be dedicated  to drilling operations in
the northwest United States and Canada.

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

                                               Number of Aircraft
              Helicopters                    as of December 31, 1997
            ----------------------------     -----------------------
            Bell Jet Ranger 206 B-III(1)              7
            Hughes MD-500                             4
            Bell 407(2)                               1
            Bell B-47 G3                              1
            Hughes MD-530                             1


---------------------
(1)   One of the Bell Jet Ranger 206 B-IIIs is leased by the Company.
(2)   The Bell 407 is currently configured for heli-portable operations.


      The  Company's  aviation  division also operates four fixed-wing  planes,
including a float plane.  The Company  has  recently announced its intention to
sell its airplanes and related assets in an effort  to  focus on its helicopter
seismic support operations.  The sale of these assets is  expected  to occur in
March or April of 1998.

      The  Company  has signed a letter of intent to purchase Coastal  Turbine,
Inc. ("Turbine"), a Louisiana-based turbine engine repair company.  Turbine has
been  approved   as   a  Part  145  repair  station  by  the  Federal  Aviation
Administration ("FAA").   The  Company expects to close this acquisition during
the second quarter of 1998.

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  18  HSE field advisors and  four  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.  Certified 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 88% (Digicon/GFS, Eagle
Geophysical,   Grant   Geophysical  and  Western   Geophysical),   70%   (Eagle
Geophysical, Grant Geophysical, Universal Seismic and Western Geophysical), and
40% (Eagle Geophysical and Western Geophysical) of revenue for fiscal 1995, 1996
and 1997, respectively.   In addition, as of December 31, 1997, 69% of the
Company's backlog was attributable to four customers (Western Geophysical, Eagle
Geophysical, Grant Geophysical and Fairfield Industries).

      Marketing.  The Company's services traditionally  have  been  marketed by
the  Company's  principal executive officers, in particular, Messrs. Jeansonne,
Thomas, Woodard and  Morris.  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  fixed-price basis, either on
a  per  hole  or  per  foot  basis.   These contracts are often  awarded  on  a
competitive bid basis.  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 fixed-priced contracting, the Company generally bears the risk
of 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  its  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 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.  Historically, the Company has not
experienced a large volume of project terminations  or delays, and terminations
and  delays  from  its  backlog  have  typically been replaced  by  unscheduled
projects.

      As of December 31, 1997, the Company's  backlog  was  approximately $70.0
million  compared to $40.8 million at December 31, 1996.  The  Company  expects
all of its  backlog  at  December  31, 1997 will be completed during 1998.  The
backlog  at  December  31,  1996 included  seismic  drilling  projects  in  the
Transition Zone only.  Backlog  at  December 31, 1997 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  changing  taxes,  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 material 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 considers to  be  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.   The
Company  has  not  experienced  a 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, 1997, the Company had approximately 602  employees,
including approximately 536 operating personnel and approximately 66 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 relationship with its employees is strong.

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  adverse
effect on its financial condition, results of operations or cash flows.

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

      Prior to completion  of  the  Company's initial public offering of Common
Stock,  the  Company's  sole  stockholder  executed  two  written  consents  in
accordance with Section 76 of the  Louisiana  Business  Corporation  Law.   The
first  consent, dated September 25, 1997, approved an amendment and restatement
of the Company's  Articles  of  Incorporation and the adoption of the Company's
stock incentive plan, a copy of which  has been incorporated by reference as an
exhibit to this report.  The second consent, dated November 4, 1997, approved a
further amendment and restatement of the Company's Articles of Incorporation, a
copy of which has been incorporated by reference as an exhibit to this report.

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 1, 1998 are as follows:

<TABLE>
<CAPTION>
         NAME                      AGE                POSITION
         ----                      ---                --------
    <S>                            <C>    <C>
    David A. Jeansonne............ 37     Chairman of the Board and Chief Executive Officer

    Roger E. Thomas............... 55     President

    Allen R. Woodward............. 36     Vice President-Marketing & Business Development and
                                              Secretary

    David E. Crays................ 37     Vice President-Finance, Chief Financial Officer and
                                              Treasurer

    R. Patrick Morris............. 31     Vice President and General Manager of the Aviation
                                              Division


</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.  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.

      Roger E. Thomas is President  and  a director of the Company and has held
those positions since July 1996.  Mr. Thomas  was  Chief  Financial  Officer of
Gulf  Coast  Marine Divers, Inc., a provider of offshore diving services,  from
1995 to 1996.   He was President of Toth Aluminum Corp., an aluminum processor,
from 1994 to 1995.   Mr. Thomas was President of Melamine Technologies, Inc., a
marketer and developer  of  technology, from 1992 to 1994.  He was President of
Melamine Chemicals, Inc., a publicly-traded  producer  and  seller  of melamine
crystal,  from  1987  to  1992.   Mr.  Thomas graduated from the University  of
Florida in 1965 with a B.S. degree in chemical engineering.  Mr. Thomas and the
Company have entered into an employment agreement, the term of which expires in
July 1999.

      Allen R. Woodard is Vice President-Marketing & Business Development and a
director of the Company and has held these  positions  since July 1996.  He was
an exploration field inspector with The Louisiana Land & Exploration Company, a
natural resources company, from 1988 to 1996.  Mr. Woodard  is  a  professional
land  surveyor  and  graduated  from  Nicholls State University in 1987 with  a
degree in engineering technology.  Mr.  Woodard  and  the  Company have entered
into an employment agreement, the term of which expires in July 1999.

      David E. Crays is Vice President-Finance and Chief Financial  Officer and
a  director  of the Company and has held these positions since April 1997.   He
was Controller  of  Iteq,  Inc., a publicly-traded equipment manufacturer, from
1996 to 1997, and manager of  financial  accounting  and  external reporting at
Petroleum  Helicopters,  Inc., a provider of aviation transportation  services,
from 1993 to 1996.  He was Assistant Treasurer of XCL, Ltd., an independent oil
and gas exploration company,  from  1990  to  1993.   Mr.  Crays is a certified
public accountant and graduated from the University of Texas  in  1983  with  a
B.B.A.  degree in honors business.  Mr. Crays and the Company have entered into
an employment agreement, the term of which expires in April 1999.

      R.  Patrick  Morris is Vice President and General Manager of the Aviation
Division of the Company  and  has  held  that position since the acquisition of
substantially all of the assets of American  Aviation  by  the  Company in July
1997.   He  has  been Vice President and General Manager of American  Aviation,
which he co-founded  with  Mr.  Jeansonne,  since  its  inception in 1995.  Mr.
Morris has been a licensed pilot since 1987 and was in the  United  States Army
from  1984 to 1992.  Mr. Morris and the Company have entered into an employment
agreement, the term of which expires in June 2000.



<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 20, 1998, the Company had 36
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.

                                                       HIGH         LOW
      1997                                             -----        ---
      Fourth quarter (commencing December 5, 1997)   $  12 1/4   $   9 1/8

      1998
      First quarter (through March 27, 1998)         $  12 5/8   $   8 7/8


      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  and  growth 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  its  formation and
initial  capitalization on September 11, 1997, the Company issued 1,000  shares
of Common Stock to Advantage Capital Management Corporation for $1,000 in cash.
These shares were cancelled in connection with the Share Exchange.  Pursuant to
the Share  Exchange,  the  Company issued the following number of shares to the
holders of common units OMNI  Geophysical  in exchange for their 113,476 common
units in OMNI Geophysical (number of common units exchanged in parentheses):

                                                                     Shares of
                                                                       Common
Name of Holder                                                         Stock
--------------                                                      ----------
American Aviation (10,213)                                           1,080,017
Roger E. Thomas (10,664)                                             1,127,708
Allen R. Woodard (13,164)                                            1,392,083
Shannon H. Daigle (1,461)                                              154,500
David A. Jeansonne (2,836)                                             299,905
Alan J. Thomas (500)                                                    52,875
Ben E. Thomas (500)                                                     52,875
Christina M. Thomas (500)                                               52,875
Advantage Capital Partners Limited Partnership (2,780)                 293,983
Advantage Capital Partners II Limited Partnership (9,398)              993,831
Advantage Capital Partners III Limited Partnership (15,282)          1,616,060
Advantage Capital Partners IV Limited Partnership (28,612)           3,025,697
Advantage Capital Partners V Limited Partnership (17,566)            1,857,591

      Also in connection with the Share Exchange, the Company issued options to
purchase its Common Stock to persons holding options to acquire common units of
OMNI Geophysical, which were cancelled upon  completion  of the Share Exchange.
David  E. Crays received options to acquire 54,567 shares of  Common  Stock  at
$2.28 per  share  in  exchange for options to purchase 516 common units of OMNI
Geophysical at $242.25  per  unit  that  were issued to Mr. Crays in April 1997
upon his hiring by OMNI Geophysical, L.L.C.   In  June  1997,  the Company also
granted the following options to purchase the following number of  common units
of  OMNI  Geophysical,  William E. Fincher, 250; J. David Booth, 250; and  Rita
Darbonne, 100.  These options  also  had  exercise prices of $242.25 per common
unit  and,  pursuant  to the Share Exchange, were  converted  into  options  to
purchase, 26,438, 26,438  and  10,575  shares  of  Common  Stock, respectively,
having an exercise price of $2.28 per share.

      In connection with the acquisition of O.T.H. Exploration  Services, Inc.,
completed on September 1, 1997, the Company granted options to purchase  55,000
shares  of Common Stock to one of the sellers.  These options were issued under
the Company's  stock  incentive  plan  and have an exercise price of $11.00 per
share.   In addition, on September 30, 1997,  the  Company  issued  options  to
Hibernia National Bank ("Hibernia") to purchase 4,545 shares of Common Stock at
an exercise  price  of $11.00 per share.  These options expire in December 1999
and have an exercise price of $11.00 per share.

      As part of the  consideration  paid  in  connection  with  the  Company's
mergers  with  American  Helicopter  Drilling,  Inc. ("American Helicopter") and
Fournier & Associates, Inc. ("Fournier"), both of which were completed on
December 17, 1997 (with effective dates of October 1, 1997), the Company issued
the following number of shares of Common Stock to the individuals listed below:

NAME                                      NUMBER OF SHARES
-----                                     ----------------
David Ward                                    102,273
Linda Ward                                    102,272
Keith J. Fournier                             33,923
David and Linda Ward (Joint Ownership)        22,727
Sandra B. Miller                              6,816
Roger D. Hebert                               6,362
Don C. Ross                                   1,909



      All of 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.

      (b)   On December 10, 1997, the  Company  completed  the  initial  public
offering  of  its  Common  Stock  (the "Initial Public Offering").  The Initial
Public Offering was conducted pursuant  to a Registration Statement on Form S-1
(Registration  Statement  No. 333-36561, the  "Registration  Statement")  filed
pursuant to the Securities Act and declared effective on December 4, 1997.

      The Registration Statement  covered shares of Common Stock with a maximum
aggregate offering price of $68,425,000.  The Company issued and sold 3,450,000
shares of Common Stock pursuant to  the  Registration  Statement  at an initial
price  to  public  of  $11.00 per share.  The aggregate offering price  of  the
Common Stock offered by the Company was $37,950,000.  Managing underwriters for
the Initial Public Offering  were  Lehman  Brothers Inc., Prudential Securities
Incorporated and Raymond James & Associates,  Inc.   There  will  be no further
sales pursuant to this Registration Statement.

      Set  forth  below  are  the  expenses  incurred  by the Company prior  to
December  31,  1997  with  respect  to  the Initial Public Offering,  including
underwriting discounts and commissions:

Underwriting Discounts and Commissions      $ 2,656,500
Filing/listing fees                              78,078
Printing Expenses                               147,154
Legal and Accounting fees                       482,008
Expenses of Roadshow                            193,442
Miscellaneous expenses                          117,395
                                            -----------
      Total                                 $ 3,674,577
                                            ===========


      None of the expenses were paid directly  or  indirectly  to  directors or
officers of the Company or their associates, to persons owning 10% or  more  of
the  outstanding equity securities of the Company or to any other affiliates of
the Company.

      Use  of  Proceeds.   Net  proceeds  of the Initial Public Offering, after
deducting the foregoing, were $34,275,423.   On  December 17, 1997, the Company
completed its acquisition of American Helicopter and Fournier, using $1,261,000
of   the  net proceeds from the Initial  Public  Offering.  Both  of these
acquisitions had an effective date of October 1, 1997.  The Company  also used
approximately $23.8  million of the net proceeds of the Initial Public Offering
to  repay outstanding indebtedness.   The  Company  repaid all of the following
credit facilities:

NAME OF LENDER                                               AMOUNT REPAID
--------------                                               --------------
U.S. Bancorp Leasing and Financial(1)                         $ 4,736,995
First National Bank of Lafayette(2)                               508,051
Transamerica Insurance Finance Corporation(3)                     684,749
Hibernia National Bank(4)                                      14,992,146
OGC(5)                                                          1,833,355
American Aviation(6)                                            1,000,000
                                                             ------------
                                                             $ 23,755,296
                                                             ============
-------------------------
(1)  Borrowings  under  this  facility  were  used  to finance various  seismic
     drilling and support equipment.
(2)  Borrowings under this loan were used to consolidate  debt incurred for the
     purchase of 43 trucks.
(3)  Borrowings used to fund Company insurance policies.
(4)  Consists  of  repayments  under  several facilities.  The  Company  repaid
     approximately  $6.4  million  of  indebtedness   incurred   to   fund  the
     acquisition of American Aviation, approximately $700,000 in vehicle loans,
     approximately   $5.8  million  to  repay  outstanding  amounts  under  its
     revolving credit facility, approximately $2.0 million borrowed to fund the
     construction of the  Company's  new headquarters and approximately $45,000
     of indebtedness of Leonard J. Chauvin,  Jr., Inc. that existed at the time
     of its acquisition by the Company.  The proceeds of the loan from Hibernia
     used to fund the acquisition of American  Aviation  were  paid to American
     Aviation,  a  company  owned  by  David  A. Jeansonne and Richard  Patrick
     Morris, two of the Company's executive officers.
(5)  Note  payable  to  OGC issued as part of the  consideration  for  the  OGC
     Acquisition.  OGC is controlled by Mr. Jeansonne.
(6)  Note payable to American  Aviation issued as part of the consideration for
     the acquisition of American  Aviation.   American  Aviation  is  owned  by
     Messrs. Jeansonne and Morris.

      The Company used approximately $5.7 million of the remaining net proceeds
to  fund   capital  expenditures  made  during  December 1997 and January 1998.
Items  acquired  by  the Company included various seismic  drilling  units  and
support vehicles and five  helicopters.   The  remainder of the net proceeds of
the Initial Public Offering (approximately $3.6)  million were used for working
capital and general corporate purposes.

      In  the prospectus that formed a part of the Registration  Statement  the
Company disclosed  its  intention to use the net proceeds of the Initial Public
Offering to fund the cash  portion  of  the  American  Helicopter  and Fournier
acquisitions, to repay the indebtedness listed above and to repay a  portion of
the  amounts outstanding under its asset-based financing arrangements with  CIT
Group/Equipment  Financing,  Inc.  (the  "CIT  Loan").  The net proceeds of the
Initial  Public  Offering  were  used  to  fund  the acquisitions  of  American
Helicopter and Fournier and the repayment of the indebtedness  listed above but
were  not  applied to the CIT Loan.  Because of capital expenditures  resulting
from business  opportunities arising after the completion of the Initial Public
Offering, the Company's  management did not believe it was prudent to incur the
prepayment penalties associated  with repayment of the CIT Loan in light of the
Company's  continued need for cash  to  fund  these  capital  expenditures  and
related working capital needs.  Thus, the remaining portion of the net proceeds
was used as set forth above.


<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

      The selected  financial  data  as  of  December 31, 1993 and for the year
ended December 31, 1993 is derived from the unaudited  financial  statements of
OGC, substantially all of the assets of which were acquired by OMNI Geophysical
on  July  19, 1996.  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  and  1997, and for the 165-day period
ended December 31, 1996 and the year ended December  31,  1997 are derived from
the audited financial statements of the Company.  In the opinion of management,
the unaudited financial statements reflect all adjustments  (consisting only of
normal  recurring  adjustments)  necessary  for  the fair presentation  of  the
financial condition and results of operations for  that  period.  The following
information  should  be read in conjunction with "Management's  Discussion  and
Analysis of Financial  Conditions  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
                                                                                   July 19,      December 31,     December 31,
                                       1993            1994           1995           1996              1996            1997
                                    ------------    -----------   -----------   -------------   ----------------  --------------
                                                            (In thousands, except share and per share data)
                                    (Unaudited)
<S>                                  <C>             <C>           <C>            <C>            <C>               <C>
Income Statement Data:
    Operating revenue.............   $   3,972       $ 7,268       $ 12,690       $ 10,017       $    10,942       $   49,591
    Operating expense(1)..........       2,544         5,025          8,704          6,814             8,114           36,302
                                    ------------    -----------   -----------   -------------   ----------------  --------------
    Gross profit..................       1,428         2,243          3,986          3,203             2,828           13,289
    General and
     administrative
     expenses.....................        756         1,079          1,791            789             1,050            5,122
                                    ------------    -----------   -----------   -------------   ----------------  --------------
    Operating income..............         672         1,164          2,195          2,414             1,778            8,167
    Interest expense(1)...........          56            97            148            151               437            1,866
    Other expense
     (income), net................        ---             (8)             7              6               (20)             (37)
                                    ------------    -----------   -----------   -------------   ----------------  --------------
    Income before income taxes
     and extraordinary
     item.........................         616          1,075          2,040          2,269              1,361           6,338
    Income tax expense............        ---          ---            ---             ---                ---              403
                                    ------------    -----------   -----------   -------------   ----------------  --------------
    Income before
     extraordinary item...........         616          1,075          2,040          2,269              1,361           5,935
    Extraordinary expense
     from early
     extinguishment of
     debt net of tax............         ---           ---            ---            ---                 ---                84
                                    ------------    -----------   -----------   -------------   ----------------  --------------
    Net income....................   $    616        $ 1,075       $  2,040        $ 2,269        $     1,361       $   5,851
                                    ============    ===========   ===========   =============   ================  ==============
Unaudited Pro Forma Data:
    Income before income taxes
     and extraordinary
     item, reported
     above........................   $    616        $ 1,075       $ 2,040        $ 2,269         $     1,361       $    6,338
    Pro forma interest
     expense(2)                                                                                                            345
    Pro forma provision
     for income
     taxes(3).....................        246            430           816            908                 475            2,400
                                    ------------    -----------   -----------   -------------   ----------------  --------------
    Pro forma net income..........   $    370        $   645       $ 1,224        $ 1,361         $       886       $    3,593
                                    ============    ===========   ===========   =============   ================  ==============
    Pro forma net income
     per common share.............                                                                                  $     0.30
                                                                                                                  ==============
    Pro forma weighted
     average common
      shares......................                                                                                  11,810,016
</TABLE>

<TABLE>
<CAPTION>

                                                                             AS OF DECEMBER 31,
                                          -------------------------------------------------------------------------------------
                                               1993              1994              1995             1996(4)           1997
                                          ---------------    --------------    -------------     -------------    -------------
                                                                              (In thousands)
                                            (Unaudited)
<S>                                       <C>                <C>               <C>               <C>              <C>
Balance Sheet Data:
        Total assets..............         $    2,134        $    4,044        $    5,429        $   20,386       $   74,913
        Long-term debt, less current
        maturities................                510               434               341            10,574           14,558

</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 expenses being reported.
(2)  Reflects an increase in interest expense as  a result of the incurrence of
     indebtedness to finance the LLC Distribution (as  defined  herein)  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.



<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

      Demand.   Demand  for the Company's services is principally  affected  by
conditions affecting geophysical  companies  engaged  in the acquisition of 3-D
seismic data.  The level of activity among geophysical  companies  is primarily
affected  by  the  level  of capital expenditures by oil and gas companies  for
seismic  data  acquisition activities.   A  number  of  factors  influence  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.   Onshore  3-D  seismic  data
acquisition  activity  has  substantially  increased  over  the past few years;
however, any significant reduction in seismic exploration activity in the areas
where the Company operates would result in a reduction in the  demand  for  the
Company's  services  and  could have a material adverse effect on the Company's
financial condition and results of operations.

      Within  the  last  decade,   improvements   in  drilling  and  production
techniques  and  the  acceptance  of 3-D imaging as an  exploration  tool  have
resulted in significantly increased  seismic activity throughout the Transition
Zone.  Due to this increased demand, the  Company  has  significantly increased
its  capacity as measured by drilling units, support equipment  and  employees.
The additional  capacity  and  related  increase  in  work  force  have  led to
significant  increases  in  the  Company's  revenue  and generally commensurate
increases  in  operating  expenses  and  selling,  general  and  administrative
expenses.    If   anticipated  increases  in  seismic  activity  are  realized,
management would also expect these expenses to continue to increase as a direct
correlation.

      Backlog.  Most  of  the  Company's  seismic drilling projects are awarded
pursuant  to  a competitive bidding process.   Once  the  Company's  bid  on  a
particular project  has been accepted and a start date for the project has been
scheduled, the Company will include the project in its backlog.  As of December
31, 1997, the Company's backlog was $70.0 million, compared to $40.8 million at
December 31, 1996.  Projects  currently  included  in the Company's backlog are
subject to rescheduling or termination without penalty  at  the  option  of the
customer,  which  could  substantially  reduce  the amount of backlog currently
reported and the revenue generated from the backlog.  Historically, the Company
has not experienced a large volume of project delays or terminations, and those
projects that have been delayed or terminated have  typically  been replaced by
unscheduled projects.  Nevertheless, delay or termination of a number  of large
projects in the Company's existing backlog could have a material adverse effect
on the Company's revenue, net income and cash flow.

      Seasonality  and  Weather.   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, is
generally less in the winter months than in summer months.  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.  In addition,  the
Company's  operations  in  the  Rocky Mountain area are subject to the seasonal
climatic conditions of that area.  As a result, the Company's revenue and gross
profit during the first quarter of  each year are typically less as compared to
the other quarters.

RESULTS OF OPERATIONS

      The following discussion provides  information  related to the results of
operations  of  the  Company  and OMNI Geophysical.  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 (see tables in  the  following section).
The  OGC Acquisition was accounted for as a purchase with the  assets  acquired
and liabilities assumed recorded at their estimated fair value.  As a result of
borrowings  incurred  to  finance  the  OGC Acquisition and the write up of the
fixed assets purchased from OGC to their  fair  value  at  the  time of the OGC
Acquisition,  the  Company  has  experienced higher interest, depreciation  and
amortization expense since July 19, 1996.

      Year Ended December 31, 1997 Compared to 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) (In Thousands of Dollars):

<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>

      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 that
resulted  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  $4.0
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 $4.7 million in 1997, a 135% 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.

      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
Year Ended December 31, 1995 (In Thousands of Dollars):

<TABLE>
<CAPTION>
                                                                                             Combined
                                                             Year Ended                     Year Ended
                                                          December 31, 1995              December 31, 1996
                                                          -----------------              -----------------
                                                                                             (unaudited)

<S>                                                       <C>                            <C>
Operating revenue .....................................         $12,690                       $20,959
Operating expense .....................................           8,704                        14,928
                                                          -----------------              -----------------
Gross profit...........................................           3,986                         6,031
General and administrative expenses....................           1,791                         1,839
                                                          -----------------              -----------------
Operating income.......................................           2,195                         4,192
Interest expense.......................................             148                           588
Other income (expense).................................              (7)                           26
                                                          -----------------              -----------------
Net income.............................................        $  2,040                      $  3,630
                                                          =================              =================
</TABLE>

      Operating revenues increased 65%,  from  $12.7  million  in 1995 to $21.0
million  in  1996,  primarily  due  to an increase in industry demand  for  3-D
seismic data in the Transition Zone and  to the Company's increased capacity as
measured by drilling units, support equipment  and  employees.  The Company had
approximately 40 drilling units and 32 support equipment  units at December 31,
1995, compared to 57 drilling units and 72 support equipment  units at December
31, 1996.  The Company employed 172 employees for both field and administrative
operations at December 31, 1995, compared to 308 at December 31,  1996,  a  79%
increase.

      Operating  expenses  increased  71%,  from  $8.7 million in 1995 to $14.9
million in 1996, due to the increase in the volume  of the Company's operations
from  1995  to  1996.  Repair and maintenance costs increased  25%,  from  $1.6
million in 1995 to  $2.0  million in 1996, primarily due to the increase in the
utilization and number of the  Company's  seismic  drilling  and transportation
equipment.   Total  operating labor costs increased 57%, from $4.2  million  in
1995 to $6.6 million  in  1996,  due  to  the  large  increase in the number of
employees  required  to meet the increased demand for the  Company's  services.
Explosives costs increased  550%,  from $0.2 million in 1995 to $1.3 million in
1996, primarily due to an increase in  the  number  of  projects  for which the
Company provided explosives and a 6% increase in the price of explosives.  Fuel
costs increased 60%, from $0.5 million in 1995 to $0.8 million in 1996,  due to
the  increased  number  and  usage of the company's drilling and support units.
Contract drilling services costs  increased  67%,  from $0.3 million in 1995 to
$0.5  million  in  1996,  as the Company occasionally had  to  subcontract  for
equipment and services, including  drilling  units  and  personnel, to meet the
increased demand.  Equipment rentals increased 200%, from  $0.2 million in 1995
to $0.6 million in 1996.

      Gross profit increased 50%, from $4.0 million in 1995  to $6.0 million in
1996;  however,  gross  profit  margins fell from 31% in 1995 to 29%  in  1996,
primarily due to the increase in  the  number of projects for which the Company
provided explosives, as the Company receives  lower  margins on explosives than
it does from its other operations.

      General and administrative expenses remained constant  at $1.8 million in
both 1995 and 1996.  Included in general and administrative expenses  for  1995
are  $1.2  million  of  executive  bonuses.   The Company paid no corresponding
bonuses  in  1996.   Excluding executive bonuses,  general  and  administrative
expenses as a percentage of operating revenues were 5% and 9% in 1995 and 1996,
respectively.   The increase  in  general  and  administrative  expenses  as  a
percentage of revenue  was  primarily  due  to an increase in office personnel,
insurance costs and bad debt expense.  Insurance  costs  increased  100%,  from
$0.2  million  in  1995  to  $0.4 million in 1996, due to expanded coverage and
increased limits of liability  on  existing  policies.   Office personnel costs
increased 300%, from $0.2 million in 1995 to $0.8 million  in  1996, due to the
additional personnel needed to manage the increase in the Company's operations.
There was $0.1 million of bad debt expense in 1996 and none in 1995.

      Interest  expense  increased  500%,  from  $0.1 million in 1995  to  $0.6
million in 1996 due to the additional financing costs  associated  with the OGC
Acquisition  and  the  increase  in  borrowings  used  to  fund  purchases  and
construction  of  new  drilling  units  and  support  equipment.  The increased
interest  expense in 1996 was partially offset by a decrease  in  the  interest
rates charged  on  current  and  long-term  debt.   At  December  31, 1995, the
interest  rates  on  debt  ranged  from  8.25%  to  11%.  At December 31, 1996,
interest rates on the Company's revolving line of credit, the debt used for the
OGC  Acquisition  and  the  subordinated  debt  issued in connection  with  OGC
Acquisition were 9.25%, 9.37% and 8.5%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 1997, the Company had approximately  $8.7 million in cash
compared  to  approximately  $39,000  at  December 31, 1996.  The  Company  had
working capital of approximately $11.5 million at December 31, 1997 compared to
approximately  $1.6 million at December 31,  1996.   The  increase  in  working
capital was primarily  due  to increased cash and accounts receivable generated
from operations and the cash  received  from the Initial Public Offering.  Cash
generated from operations was $4.9 million for the year ended December 31, 1997
compared to $0.6 million for the 165-day  period  ended  December  31, 1996 and
$1.5 million for the 201-day period ended July 19, 1996.

      On December 10, 1997, the Company completed the Initial Public  Offering,
pursuant  to  which  it  issued  3,450,000 shares of Common Stock.  The Company
received net proceeds, after deducting expenses of the Initial Public Offering,
including  underwriting  discounts  and  commissions,  of  approximately  $34.3
million.  The Company used approximately  $1.3  million  of the net proceeds to
fund the cash portions of the respective purchase prices for  its  acquisitions
of  American Helicopter and Fournier, both of which were completed in  December
1997.   The  Company  used  approximately  $23.8  million  of the remaining net
proceeds to repay outstanding indebtedness and approximately  $5.7  million  to
fund capital expenditures during December 1997 and January 1998.  The remaining
net  proceeds,  approximately  $3.6  million, were used for working capital and
general corporate purposes.

      On September 30, 1997, the Company entered into a $10.0 million term loan
(the "Distribution Loan") with Hibernia  to  fund the repurchase of outstanding
preferred units of OMNI Geophysical and the initial  portion  of a distribution
to  the members of OMNI Geophysical.  Prior to December 31, 1997,  the  Company
borrowed  an  additional  $1.0  million under the Distribution Loan to fund the
remaining  portion  of  the  distribution.    This   distribution   (the   "LLC
Distribution")   represented   all   of  the  undistributed  earnings  of  OMNI
Geophysical, on which the members had previously incurred income tax liability.
On  January 20, 1998, the Company restructured  its  credit  arrangements  with
Hibernia.   Under  the  restructured facility (the "New Facility"), the Company
refinanced  the $11.0 million  Distribution  Loan,  obtained  a  $10.0  million
revolving line  of credit to finance working capital requirements, and obtained
a $9.0 million line of credit to finance capital expenditures and acquisitions.
The loans under the  New  Facility  bear  interest  at LIBOR plus an applicable
margin  (currently 1.5%) 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 New 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 in
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 Loan.  As of February  28,  1998, the
Company had approximately $10.9 million outstanding under the New Facility.

      In  addition  to  outstanding indebtedness under the New Facility, as  of
February  28,  1998,  the  Company  also  had  approximately  $7.6  million  in
outstanding  indebtedness.  The  majority  of  this  debt  (approximately  $6.5
million) is owed  pursuant  to  the  CIT Loan, which consists of several asset-
based  financing  loans.  Of the principal  outstanding  under  the  CIT  Loan,
approximately $4.9  million  bears  interest at LIBOR plus 3.75% (the "Variable
Rate") and matures on July 19, 2001.  Prior to August 19, 1998, the Company may
elect to pay interest on this portion  of the loan at a fixed rate equal to the
interest rate on U.S. Treasury securities  of a comparable maturity to the loan
at the time of election plus 4.25% (the "Fixed  Rate").   The  proceeds of this
portion of the loan were used to finance a portion of the OGC Acquisition,  and
the assets acquired serve as collateral for the loan.  The remaining portion of
this  loan was 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,  1998,  $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.

      Remaining indebtedness includes, as of  February  28,  1998, (i) $120,000
owed to Delta Surveys, Inc. (8.5% interest rate; March 31, 2000 maturity date),
(ii)  $111,000  incurred  in connection with the formation of OMNI  Geophysical
(March 1, 2001 maturity date),  (iii)  approximately  $875,000  owed to finance
companies incurred to finance certain of the Company's insurance  premiums  and
(iv) approximately $12,000 in other miscellaneous indebtedness.

      The  Company's  capital  requirements  are  primarily for the purchase or
fabrication  of new seismic drilling equipment and related  support  equipment,
the  purchase of  helicopters  and  acquisitions.   The  Company  made  capital
expenditures of approximately $14.5 million to purchase or construct new assets
between  July  19,  1996  and  December  31, 1996, and made approximately $36.0
million  of  capital expenditures during the  year  ended  December  31,  1997,
including $14.6  million in cash and stock for the acquisition of substantially
all  of  the assets  of  American  Aviation,  $0.9  million  in  cash  for  the
acquisition  of  Leonard  J.  Chauvin,  Jr., Inc., $0.6 million in cash for the
acquisition of substantially all of the assets of OTH, $0.3 million in cash and
notes for the acquisition of Delta Surveys,  Inc.,  $0.8  million  in  cash and
stock  for the acquisition of Fournier, $3.5 million in cash and stock for  the
acquisition of American Helicopter, $11.6 million for new equipment and support
vehicles and $3.7 for the expansion of its headquarters.

      The   Company   currently   expects   to  make  capital  expenditures  of
approximately  $15.1 million in 1998, including  $6.0  million  for  additional
helicopters, $6.9  for  additional seismic drilling equipment, $1.2 million for
support vehicles, $0.3 million  for  survey  equipment  and  $0.7  million  for
additional  computers and leasehold improvements.  As of February 28, 1998, the
Company is committed  to $8.7 million of the estimated capital expenditures for
1998.  The Company has  also  entered  into  non-binding  letters  of intent to
acquire  three  support  companies.   These acquisitions, which are subject  to
definitive agreements with the respective sellers, are expected to close during
the second quarter of 1998 at an approximate  aggregate cost of $3.2 million in
cash and stock.

      Management believes that cash generated by  operations  and the Company's
New  Facility  will  be  sufficient  to meet the company's anticipated  capital
expenditures for 1998.  However, part  of  the Company's strategy is to acquire
companies with operations related or complementary  to  the  Company's  current
operations.  Depending on the size of such future acquisitions, the Company may
require additional debt financing, possibly in excess of the limits of the  New
Facility, or equity financing.

      The  Company  has evaluated its computer systems for year 2000 compliance
and believes its current plans for system upgrades are adequate to address year
2000 issues internally at no significant cost.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      In February 1997,  the  Financial  Accounting  Standards  Board  ("FASB")
issued  Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share,"  which  simplifies  the standards required under current accounting
rules for computing earnings per share and replaces the presentation of primary
earnings per share and fully diluted  earnings per share with a presentation of
basic earnings per share ("basic EPS") and diluted earnings per share ("diluted
EPS").   Basic  EPS excludes dilution and  is  determined  by  dividing  income
available to common  stockholders  by  the weighted average number of shares of
common stock outstanding during the period.  Diluted EPS reflects the potential
dilution that could occur if securities  and other contracts to issue shares of
common stock were exercised or converted into  common  stock.   Diluted  EPS is
computed similarly to fully diluted earnings per share under current accounting
rules.   The adoption of SFAS 128 in the fourth quarter of 1997 did not have  a
material effect  on  the Company's earnings per share as determined under prior
accounting rules.

      In June 1997 the  FASB issued SFAS No. 131 "Disclosures About Segments of
an Enterprise and Related  Information,"  which requires that a public business
enterprise report financial and descriptive  information  about  its reportable
operating segments.  SFAS 131 is effective for any fiscal year beginning  after
December 15, 1997.  The Company will adopt the new standard in 1998.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not applicable.



<PAGE>
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements                                PAGE


Report of Independent Public Accountants................................... 24
Consolidated Balance Sheets as of December 31, 1996 and 1997............... 25
Consolidated Statements of Income for the Year Ended December 31, 1995,
      the 201-day Period Ended July 19, 1996, the 165-day Period Ended
      December 31, 1996, and the Year Ended December 31, 1997.............. 27
Consolidated  Statements  of  Changes in Equity for the Year Ended
      December 31, 1995, the 201-day Period Ended July 19, 1996, the
      165-day Period Ended December 31, 1996, and for the Year Ended
      December 31, 1997.................................................... 28
Consolidated Statements of Cash Flows for the Year Ended December 31,
      1995, the 201-day Period Ended July 19, 1996, the 165-day Period
      Ended December 31, 1996, and for the Year Ended December 31, 1997.... 29
Notes to Financial Statements.............................................. 31


<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, 1997 and 1996, and the related statements of
income, cash flows and changes in equity for the year  ended  December 31, 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 and the year ended December 31, 1995 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, 1997 and 1996 and the  results  of  its
operations and cash flows for  the year ended December 31, 1997 and the 165-day
period  ended  December  31,  1996 and  (b)  the  financial  position  of  OMNI
Geophysical Corporation and the  results  of  its operations and cash flows for
the 201-day period ended July 19, 1996 and for  the  year  ended  December  31,
1995, all in conformity with generally accepted accounting principles.


                                                           ARTHUR ANDERSEN LLP



New Orleans, Louisiana,
February 11, 1998




<PAGE>
                          OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1996 AND 1997




<TABLE>
<CAPTION>
                                            December 31,         December 31,
  ASSETS                                        1996                 1997
  ------                                    -------------        -------------
                                                   (Thousands of Dollars)
<S>                                         <C>                  <C>
CURRENT ASSETS:
   Cash and cash equivalents                $       39            $    8,723
   Accounts receivable, net                      4,565                11,958
   Parts and supplies inventory                    706                 2,988
   Prepaid expenses and other                      759                 1,965
                                            -------------        -------------
          Total current assets                   6,069                25,634
                                            -------------        -------------
PROPERTY AND EQUIPMENT:
   Land                                             -                    359
   Building and improvements                        32                 3,949
   Drilling, field and support equipment        11,930                22,703
   Shop equipment                                  121                   227
   Aircraft                                        526                 9,266
   Vehicles                                      1,385                 3,448
   Construction in progress                        461                   800
                                            -------------        -------------
                                                14,455                40,752
   Less:  accumulated depreciation                 675                 2,909
                                            -------------        -------------
      Total property and equipment, net         13,780                37,843
                                            -------------        -------------
OTHER ASSETS:
   Goodwill, net                                   218                10,680
   Other                                           319                   756
                                            -------------        -------------
      Total other assets                           537                11,436
                                            -------------        -------------
      Total assets                          $   20,386            $   74,913
                                            =============        =============
</TABLE>



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



<PAGE>
                          OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 1996 AND 1997





<TABLE>
<CAPTION>

                                                      December 31,             December 31,
LIABILITIES AND EQUITY                                    1996                     1997
----------------------                               --------------           -------------
                                                            (Thousands of Dollars)
<S>                                                   <C>                     <C>
CURRENT LIABILITIES:
   Current maturities of long-term debt               $     2,500             $     5,713
   Accounts payable                                         1,379                   5,998
   Accrued expenses                                           561                   2,409
   Due to affiliates and shareholders                          29                     ---
                                                     --------------           -------------
      Total current liabilities                             4,469                  14,120
                                                     --------------           -------------
LONG-TERM LIABILITIES:
   Long-term debt, less current maturities                  8,458                  14,558
   Line of credit                                           2,116                     ---
   Deferred taxes                                             ---                   1,650
                                                     --------------           -------------
      Total long-term liabilities                          10,574                  16,208
                                                     --------------           -------------
EQUITY:
   Preferred units; $1,000 par value; 4,000 units,
      10% participating, issued and outstanding at
      December 31, 1996  (liquidation preference of
      $4.2 million at December 31, 1996)                    4,000                     ---
   Common units, $.01 par value; 101,263 units
      issued and outstanding at December 31, 1996               1                     ---
   Preferred Stock, $.01 par value, 5,000,000 shares
      authorized; none issued and outstanding                 ---                     ---
   Common Stock, $.01 par value, 45,000,000
      shares authorized; 15,726,282 issued and
      outstanding                                             ---                     157
   Additional paid-in capital                                 ---                  44,038
   Retained earnings                                        1,342                     390
                                                     --------------           -------------
      Total equity                                          5,343                  44,585
                                                     --------------           -------------
      Total liabilities and equity                    $    20,386             $    74,913
                                                     ==============           =============

</TABLE>



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



<PAGE>
                           OMNI ENERGY SERVICES CORP.
     CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1995,
 THE 201-DAY PERIOD ENDED JULY 19, 1996, THE 165-DAY PERIOD ENDED DECEMBER 31,
                   1996, AND THE YEAR ENDED DECEMBER 31, 1997


   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
                                                    Year Ended            Period Ended         Period Ended        Year Ended
                                                   December 31,             July 19,           December 31,       December 31,
                                                       1995                  1996                 1996                1997
                                                  ---------------      ----------------      ----------------    -------------
                                                                                 (Thousands of Dollars)
<S>                                               <C>                   <C>                  <C>                 <C>
Operating revenue                                 $     12,690          $    10,017          $    10,942         $   49,591
Operating expense                                        8,704                6,814                8,114             36,302
                                                  ---------------      ----------------      ----------------    -------------
  Gross profit                                           3,986                3,203                2,828             13,289
General and administrative expense                       1,791                  789                1,050              5,122
                                                  ---------------      ----------------      ----------------    -------------
  Operating income                                       2,195                2,414                1,778              8,167
Interest expense                                           148                  151                  437              1,866
Other income (expense)                                      (7)                   6                   20                 37
                                                  ---------------      ----------------      ----------------    -------------
                                                          (155)                (145)                (417)            (1,829)
                                                  ---------------      ----------------      ----------------    -------------
  Income before taxes and extraordinary item             2,040                2,269                1,361              6,338
Income tax expense                                         ---                  ---                  ---                403
                                                  ---------------      ----------------      ----------------    -------------
Income before extraordinary item                         2,040                2,269                1,361              5,935
Extraordinary expense from early
  extinguishment of debt  net of tax                       ---                  ---                  ---                 84
                                                  ---------------      ----------------      ----------------    -------------
     Net income                                   $      2,040           $    2,269                1,361              5,851
                                                  ---------------      ----------------      ----------------    -------------
Preferred dividend requirements                   $        ---           $      ---                 (180)              (391)
                                                  ---------------      ----------------      ----------------    -------------
Income applicable to common shares                $      2,040           $    2,269           $    1,181          $   5,460
Basic earnings per common share:                  ---------------      ----------------      ----------------    -------------
Before extraordinary item                         $      1,020           $     1,135          $      0.11         $    0.47
  Extraordinary item net of tax                            ---                  ---                  ---              (0.01)
                                                  ---------------      ----------------      ----------------    -------------
     Net income                                   $      1,020           $     1,135          $      0.11         $    0.46
                                                  ===============      ================      ================    =============
UNAUDITED PRO FORMA DATA
Income before taxes and extraordinary item,       $      2,040           $     2,269          $     1,361             6,338
reported above
Pro forma interest expense                                 ---                  ---                  ---               (345)
Pro forma provision for income taxes related to
operations
  as a non-taxable corporate entity                       (816)                (908)                 (544)           (2,400)
                                                  ---------------      ----------------      ----------------    -------------
Pro forma net income                              $      1,224           $    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 financial statements.



<PAGE>






                        OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31,
  1995, THE 201-DAY PERIOD ENDED JULY 19, 1996, THE 165-DAY PERIOD ENDED
        DECEMBER 31, 1996, AND FOR THE YEAR ENDED DECEMBER 31, 1997


     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>


                                                                                                        Additional
                                   Common Stock         Preferred Units       Common Units         Paid-In       Retained
                                Shares      Amount     Units      Amount    Units     Amount       Capital       Earnings   Total
                                                                            (Thousands of Dollars)
<S>                               <C>      <C>        <C>       <C>       <C>       <C>           <C>           <C>         <C>
PREDECESSOR:
BALANCE December 31, 1995         2,000    $     6       ---    $    ---     ---    $    ---      $      ---    $ 2,857    $ 2,863
    Add - net income for the
    period ended July 19, 1996      ---        ---       ---         ---     ---         ---             ---    $ 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           ---         ---    4,000       4,000  101,263          1             ---        ---      4,001
          contribution
        - 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            ---         ---      ---         ---    2,000        ---              78        ---         78
          units
        - sale of preferred         ---         ---    1,000       1,000      ---        ---             ---        ---      1,000
          units
        - issuance of common        ---         ---      ---         ---   10,213        ---           6,415        ---      6,415
          units
    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             ---         ---   (5,000)     (5,000)     ---        ---             ---        ---     (5,000)
          preferred units

    Share exchange            12,000,000        120      ---         ---  (113,476)       (1)           (119)       ---        ---
    Add - public offering of   3,450,000         34      ---         ---      ---        ---          34,241        ---     34,275
          shares
        - issuance of common
          shares for
          acquisitions           276,282          3      ---         ---      ---        ---           3,037        ---      3,040
        - deferred
          compensation               ---         ---     ---         ---      ---        ---              84        ---         84
          expense
        - net income for the         ---         ---     ---         ---      ---        ---             ---      5,851      5,851
          year ended
          December 31, 1997
                              ----------   ---------  ------    --------  --------  --------      ----------    -------    -------
BALANCE, December 31, 1997    15,726,282   $     157     ---    $    ---      ---   $    ---      $   44,038    $   390    $44,585
                              ==========   =========  ======    ========  ========  ========      ==========    =======    =======


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

</TABLE>



                            OMNI ENERGY SERVICES CORP.
 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1995,
       THE 201-DAY PERIOD ENDED JULY 19, 1996, THE 165-DAY PERIOD ENDED
         DECEMBER 31, 1996, AND FOR THE YEAR ENDED DECEMBER 31, 1997


     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
                                                   Year Ended   Period Ended   Period Ended     Year Ended
                                                   December 31,    July 19,     December 31,    December 31,
                                                      1995           1996           1996           1997
                                                 -------------- ------------   -------------    ------------
                                                                  (Thousands of Dollars)
      <S>                                         <C>           <C>            <C>             <C>
      CASH FLOWS FROM OPERATING ACTIVITIES
         Net income                               $     2,040   $     2,269    $     1,361     $     5,851
         Adjustments to reconcile net income to
         net cash provided by operating
         activities-
         Depreciation                                     372           275            674           2,259
         Amortization                                     ---           ---             23             252
         Loss on fixed asset disposition                   53             1             17              39
         Deferred compensation                            ---           ---            ---              84
         Provision for bad debts                          ---           ---            110             151
         Deferred taxes                                   ---           ---            ---             179
         Other                                            (24)          ---            ---             ---
      Changes in operating assets and liabilities


         Decrease (increase) in assets-

            Receivables-
               Trade                                     (471)       (1,896)          (341)         (4,340)
               Other                                       (7)           22            ---            (622)
            Due from affiliates                            22           ---            ---             ---
            Inventory                                     (76)         (157)          (302)         (1,710)
            Prepaid expenses                              (53)           93           (639)           (849)
            Other                                         ---            19           (492)           (661)
         Increase (decrease) in liabilities-
            Accounts payable                             (250)          808             77           3,569
            Accrued expenses                              168            66            118             772
            Due to affiliates and
            stockholders/members                            7           (44)           ---             (29)
                                                  -----------   -----------    -----------     -----------
               Net cash provided by operating
               activities                               1,781         1,456            606           4,945
                                                  -----------   -----------    -----------     -----------
      CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of assets from Delta Surveys,
         Inc., American Aviation, Inc., and
         O.T.H. Exploration Services, Inc.,
         net of cash received                             ---           ---            ---          (1,280)
         Purchase of assets from OMNI
         Geophysical Corporation,                         ---           ---        (10,948)            ---
         net of cash received
         Purchase of Leonard J. Chauvin, Jr.,
         Inc., American Helicopter Drilling,
         Inc. and Fournier & Associates, Inc.,
         net of cash received                             ---           ---            ---          (1,913)
         Proceeds from disposal of fixed assets            58             4             25             579
         Purchase of fixed assets                      (1,164)       (1,438)        (2,539)        (16,398)
                                                  -----------   -----------    -----------     -----------
               Net cash used in investing
               activities                              (1,164)       (1,434)       (13,462)        (19,012)
                                                  -----------   -----------    -----------     -----------

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




                                                          Predecessor                   Successor
                                                                   201-Day        165-Day
                                                   Year Ended   Period Ended   Period Ended     Year Ended
                                                   December 31,    July 19,     December 31,    December 31,
                                                      1995           1996           1996           1997
                                                                  (Thousands of Dollars)
      CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from issuance of long-term debt      515            2,771          9,540          27,283
         Principal payments on long-term debt         (366)          (1,135)          (987)        (26,268)
         Net borrowings/(payments) on line of
         credit                                         60           (1,003)           360          (2,116)
         Capital contributions                         ---              ---          4,001           1,078
         Distributions to stockholders/members        (765)            (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                   (556)            (248)        12,895          22,751
                                                  --------         --------       --------      ----------
      NET INCREASE (DECREASE) IN CASH                  119             (226)            39           8,684
      CASH, at beginning of period                     181              300            ---              39
                                                  --------         --------       --------      ----------
      CASH, at end of period                      $    300         $     74       $     39      $    8,723
                                                  ========         ========       ========      ==========
      SUPPLEMENTAL CASH FLOW DISCLOSURES:

      CASH PAID FOR INTEREST                      $    163         $    133       $    443      $    1,771
                                                  ========         ========       ========      ==========
      CASH PAID FOR TAXES                         $    ---         $    ---       $    ---      $      ---
                                                  ========         ========       ========      ==========



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






                            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 and on December 10, 1997 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") (the  "Share  Exchange").   Options  to  purchase
  118,018  shares  of  the  Company's  common  stock were issued in exchange for
  options to acquire common units of OMNI.  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 year ended December 31, 1995 and
  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.
  Actual results could differ from those estimates.

  Recent Pronouncements

  In February 1997, the Financial Accounting Standards Board issued Statement of
  Financial Accounting Standards ("SFAS") No. 128, "Earnings  Per  Share," which
  simplifies  the  standards  required  under  existing  accounting  rules   for
  computing earnings per share and replaces the presentation of primary earnings
  per  share  and fully diluted earnings per share with basic earnings per share
  ("basic EPS")  and  diluted  earnings per share ("diluted EPS"), respectively.
  Basic EPS excludes dilution and  is determined by dividing income available to
  common stockholders by the weighted  average  number of shares of common stock
  outstanding during the period.  Diluted EPS reflects  the  potential  dilution
  that  could  occur if securities and other contracts to issue shares of common
  stock were exercised  or  converted  into common stock.  The implementation of
  SFAS No. 128 did not have a material effect  on  the  Company's  earnings  per
  share as determined under prior accounting rules.

  In  June  1997  the FASB issued SFAS No. 131 "Disclosures About Segments of an
  Enterprise and Related  Information,"  which  requires  that a public business
  enterprise report financial and descriptive information about  its  reportable
  operating  segments.   SFAS  131 is effective for fiscal year beginning  after
  December 15, 1997.  The Company will adopt the new standard in 1998.

  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  a  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 allowance
  for  uncollectible  accounts  was  approximately  $125,000  and $390,000 as of
  December  31,  1996  and  1997,  respectively.  The Company grants  short-term
  credit to its customers, primarily geophysical companies.

  Inventories

  Inventories consist of parts and supplies  used  for  drilling  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:

        Asset Classification                    Useful Life       Salvage Value

        Buildings and Improvements                25 years             ---
        Drilling, field and support equipment     10 years              10%
        Shop equipment                            10 years             ---
        Aircraft                                  10-15 years           25%
        Vehicles                                   4-10 years          ---

  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.

  In March 1995,  the  Financial Accounting Standards Board issued SFAS No. 121,
  "Accounting for Impairment  of  Long-Lived Assets and for Long-Lived Assets to
  be Disposed Of."  This statement  requires  that long-lived assets be reviewed
  for impairment whenever events or changes in  circumstances  indicate that the
  carrying  value of an asset may not be realizable.  The Company  adopted  SFAS
  No. 121 effective  January  1,  1996.   The adoption of this statement did not
  have an effect on the Company's consolidated financial statements.

  Subsequent to December 31, 1997, the Company  decided  to  sell its fixed wing
  aircraft which had a net carrying value at December 31, 1997  of approximately
  $2.4 million.  The anticipated gain or loss from the sale of these  assets  is
  not expected to be material.

  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,
  1996 and 1997, accumulated goodwill  amortization totaled approximately $4,000
  and   $183,000,   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 discussed in Note 1, 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 has provided for income taxes in the fourth quarter of 1997.

  Unaudited Pro Forma Data

  Additional interest expense is recorded  as  a pro forma adjustment to reflect
  the incurrence of indebtedness to finance the  LLC  Distribution  as  if  such
  event had occurred on January 1, 1997.

  The pro forma provision for income taxes 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.  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>
<TABLE>
<CAPTION>

                                                           Predecessor                         Successor
                                                   -----------------------------     ------------------------------
                                                                       201-day       165-day
                                                    Year Ended      Period Ended     Period Ended       Year Ended
                                                   December 31,        July 19,      December 31,       December 31,
                                                       1995              1996           1996                1997
                                                   ------------     ------------     -------------      -----------
              <S>                                  <C>              <C>              <C>                <C>
              Income before extraordinary item     $    2,040       $    2,269       $     1,361        $    5,935
              Less:  Preferred dividend
                     requirements                          --               --              (180)             (391)
                                                   ----------       ----------       -----------        ----------
              Income available to common
              stockholders                         $    2,040       $    2,269       $     1,181        $    5,544
                                                   ==========       ==========       ===========        ==========
              Shares:
                Weighted average number of common
                shares outstanding                          2                2            10,708            11,732
                Options                                    --               --                --                77
                                                   ----------       ----------       -----------        ----------
                Weighted average number of common
                shares outstanding, plus assumed
                conversion                                  2                2            10,708            11,810
                                                   ==========       ==========       ===========        ==========


              Basic earnings per share             $    1,020       $    1,135       $      0.11        $     0.47
                                                   ==========       ==========       ===========        ==========
              Diluted earnings per share           $    1,020       $    1,135       $      0.11        $     0.47
                                                   ==========       ==========       ===========        ==========


            The weighted average number of shares of common stock for the Successor period
            in the table above give effect to the Share Exchange discussed in Note 1.

</TABLE>

  3. LONG-TERM DEBT:

  Long-term debt consists of the following (dollars in thousands):

<TABLE>
<CAPTION>
                                                                                     December 31,
                                                                                 --------------------
                                                                                 1996            1997
                                                                             -----------     ----------
              <S>                                                           <C>             <C>
              Notes payable to a finance company, variable interest rate    $     1,341     $      ---
                 with monthly principal and interest payments of $83;
                 maturing December 2001 to May 2002; secured by various
                 property and equipment

              Notes payable to a finance company, variable interest rate          6,417          6,659
                 with $4,895 at LIBOR plus 3.75%.  Remaining portion at
                 LIBOR plus 3.0% interest rates ranging from 8.6% to 9.4%
                 at December 31, 1997 with maturity dates ranging from
                 July 2001 to November 2002, secured by various property
                 and equipment

              Notes payable to finance companies, interest payable at               544            516
                 7.91% with varying maturities to December 1999, to
                 finance insurance premiums

              Note payable to an individual, monthly payments of $3                 150            117
                 through April 1, 2001

              Subordinated promissory note payable to shareholder,                2,057            ---
                 quarterly principal payments beginning in March 1997 of
                 $75; unsecured; due June 2001

              Notes payable to various banks, interest rates at 9%, due on          449            ---
                 demand and, if no demand is made, maturing from September
                 1997 to June 2001, collateralized by vehicles and
                 equipment

              Note payable to a company; annual payments of $40 through             ---            120
                 March 2000

              Note payable to a bank with interest payable at LIBOR plus            ---         10,902
                 1.00% (6.77% at December 31, 1997) maturing January 2000

              Construction loan to a bank with interest payable at the              ---          1,937
                 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.

              Various notes payable                                                 ---             20
                                                                            -----------     ----------
                     Total                                                       10,958         20,271

              Less:  Current maturities                                           2,500          5,713
                                                                            -----------     ----------
              Long-term debt less current maturities                        $     8,458     $   14,558
                                                                            ===========     ==========
</TABLE>

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

                                 1998            $  5,713
                                 1999               4,240
                                 2000               8,910
                                 2001               1,070
                                 2002                 338
                                                 --------
                                                  $20,271
                                                 ========

  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 1996.

  There was no  interest capitalized for the year ended December 31, 1995, or in
  the 201-day period  ended  July  19,  1996.   During  the 165-day period ended
  December 31, 1996 and the year ended December 31, 1997, interest in the amount
  of  approximately  $44,000  and  $217,000,  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.

  The Company restructured its credit facility with  a  bank  in  January, 1998.
  Under the new facility the Company refinanced approximately $11.0  million  of
  its  note payable, obtained a $9.0 million line of credit for acquisitions and
  increased  its  revolving  loan  for  working  capital  requirements from $8.0
  million (discussed in note 4 below) to $10.0 million.


  4.    LINE OF CREDIT:

  The Company had outstanding  a revolving line of credit agreement with a bank.
  Availability under the agreement  is  the  lower  of  $8.0  million  or 80% of
  eligible  accounts  receivable.   The  line  bore  interest at prime plus 0.5%
  (9.0% at December 31, 1997) and matured on November  1,  1998.   The weighted-
  average  interest  rate  on the line was 9.3% and 9.2% for the 165-day  period
  ended December 31, 1996 and 1997, respectively. The line was collateralized by
  accounts receivable and certain  equipment of the Company.  OMNI had $2.1
  million outstanding on its line at December 31, 1996.  There was no balance
  outstanding at December 31, 1997.

  5.    RELATED PARTY TRANSACTIONS:

  During the 165-day period ended December 31, 1996, OMNI purchased a Bell 206B-
  III  helicopter  from American Aviation  Incorporated,  an  entity  affiliated
  through common ownership, for $526,000.

  6.    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.

  7.    COMMITMENTS AND CONTINGENCIES:

  In connection with the acquisition of the assets  of  Predecessor discussed in
  Note 1, OMNI also entered into a five-year lease agreement with Predecessor to
  lease the main office facility.  The monthly lease payment under the agreement
  is $5,000 through July 2001.  The agreement also allows  the  Company to renew
  the lease for two additional five-year periods.

  Total rental expense was $255,000, $248,000, $425,000 and $1,921,000  for  the
  year ended December 31, 1995, the 201-day period ended July 19, 1996, the 165-
  day period ended December 31, 1996 and the year ended December 31, 1997.

  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.  Management of the Company is not aware of any
  significant workers compensation claim or an incurred but not reportable claim
  as of December 31, 1997.

  8.    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.

  9.    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.
  The Company  will  recognize  pro  rata  over  the  three-year  vesting period
  approximately $432,000 of compensation expense related to these 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 for the
  year ended December 31, 1997.

  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 under the Plan  and  generally  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,  439,455  remain  available  for
  issuance under the plan at December 31, 1997.

  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:


                                             Year ended December 31, 1997
                                             ----------------------------
                                             As Reported       Pro Forma
                                             ------------     -----------
                                               (Dollars in thousands
                                              except per share amounts)

             Net Income                     $      5,851      $     5,510

             Basic earnings per share       $       0.47      $      0.44

             Diluted earnings per share     $       0.47      $      0.43


  A summary  of  the Company's stock options as of December 31, 1997 and changes
  during the year ended is presented below:


                                            Weighted     Incentive    Other
                                            Average         Plan     Options
                                         Exercise Price   Options
                                         --------------  ---------   -------



           Balance at January 1, 1997     $       --     $       --   $      --
                 Granted                       10.10      1,060,545     118,018
                                          ----------     ----------   ---------
           Balance at December 31, 1997   $    10.10     $1,060,545   $ 118,018
                                          ==========     ==========   =========


  As of December 31, 1997, there were no options exercisable.

  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 following table summarizes information  about stock options outstanding as
  of December 31, 1997:

<TABLE>
<CAPTION>

                                               Options                                   Options
                                             Outstanding                                Exercisable
                           -----------------------------------------------       ----------------------------
    <S>                    <C>                 <C>               <C>             <C>               <C>
      Exercise Prices         Number           Wgtd. Avg.        Wgtd. Avg.         Number         Wgtd. Avg.
                           Outstanding         Remaining          Exercise       Exercisable        Exercise
                                               Contr. Life          Price                             Price
                           -----------         -----------       ----------      -----------       ----------
    $  2.28                   118,018             9.42            $  2.28               --          $  2.28

    $ 11.00                 1,026,000             9.57            $ 11.00               --          $ 11.00
                           ----------                                            -----------

                            1,144,018                                                   --
                           ==========                                            ===========

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

  The Company  also  issued  34,545  options  to  non-employees  in 1997.  These
  options, which were issued under the Plan, have an exercise price  of  $11 per
  share and expire from two to ten years from the date of grant.

  10.   INCOME TAXES:

  The components of deferred tax assets and liabilities as of December 31,  1997
  are as follows (dollars in thousands):


             Deferred Tax Assets:

                   Allowance for doubtful        $    137
                   accounts
                   Insurance reserves                  75
                                                  -------
                         Total deferred tax           212
                         assets

             Deferred Tax Liabilities:

                   Property and equipment           1,634
                   Goodwill                            16
                                                  -------
                         Total deferred tax         1,650
                         liabilities              -------

             Net deferred tax liabilities        $  1,438
                                                  =======


  The  provision  for  income  taxes for the three years ended December 31, 1997
  consisted of the following (dollars in thousands):


                                                        1997
                                                       -----

                      Current expense               $    338
                      Deferred expense                    (8)
                      Adjustment to deferred taxes
                      due to change in tax status         73
                      Tax expense before              ------
                      extraordinary item                 403
                      Allocated to extraordinary
                      item                               (42)
                                                      ------
                      Total                         $    361
                                                      ======


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


                                                        1997
                                                      ------

                      Statutory federal rate             34%
                      Income not subject to             (27%)
                      corporate tax
                      Other, net                         (1%)
                                                      ------
                      Total                               6%
                                                      ======

  11.   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 result in  goodwill  of
  approximately $7.2 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 $650,000.

  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  $1,971,000.   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 $625,000.  Fournier was a seismic survey company operating  four
  crews in the Transition Zone and adjacent areas.

  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:


                                          Unaudited Pro-forma Results
                                             (Dollars in Thousands)
                                          -----------------------------
                                          165-day Period
                                              Ended          Year Ended
                                           December 31,     December 31,
                                               1996             1997
                                          -------------    --------------
             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
                                         ==============   ===============

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

  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  1998  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 1998  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 1998 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 1998 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


                                       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/ David A. Jeansonne
                                                        David A. Jeansonne
                                                    Chairman of the Board and
                                                     Chief Executive Officer

            Date:  March 27, 1998

        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 and Chief      March 27, 1998
    David A. Jeansonne      Executive Officer
                            (Principal Executive Officer
/s/ Roger E. Thomas      President and Director                March 27, 1998
    Roger E. Thomas


/s/ Allen R. Woodard     Vice President-Marketing; Business    March 27, 1998
    Allen R. Woodard       Development and Director


/s/ David E. Crays      Vice President-Finance and Chief       March 27, 1998
    David E. Crays        Financial Officer and Director
                       (Principal Financial and Accounting
                                    Officer)

/s/ Steven T. Stull        Director                            March 27, 1998
    Steven T. Stull

/s/ Crichton W. Brown      Directo                             March 27, 1998
    Crichton W. Brown


/s/ William W. Rucks, IV   Director                            March 27, 1998
    William W. Rucks, IV




                           OMNI ENERGY SERVICES CORP.

                                 EXHIBIT INDEX

    EXHIBIT                                                        SEQUENTIALLY
    NUMBER                                                         NUMBERED PAGE

     2.1       Exchange  Agreement  between   the   members  of  OMNI
               Geophysical,  L.L.C.  and  OMNI Energy Services  Corp.
               (the "Company")

     2.2       Asset  Purchase  Agreement between  OMNI  Geophysical,
               L.L.C. and OMNI Geophysical  Corporation  dated  as of
               July 19, 1996.*

     2.3       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.*

     3.1       Amended  and Restated Articles of Incorporation of the
               Company*

     3.2       Bylaws of the Company, as amended*

     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*

     10.1      Form of Indemnity Agreement by and between the Company
               and each of its directors and executive officers*+

     10.2      The Company's Stock Incentive Plan*+

     10.3      Form of Stock Option Agreements  under  the  Company's
               Stock Incentive Plan*+

     10.4      Amended  and  Restated  Employment and Non-Competition
               Agreement between OMNI Geophysical,  L.L.C.  and David
               Jeansonne*+

     10.5      Amended  and  Restated  Employment and Non-Competition
               Agreement between OMNI Geophysical,  L.L.C.  and Roger
               E. Thomas*+

     10.6      Amended  and  Restated  Employment and Non-Competition
               Agreement between OMNI Geophysical,  L.L.C.  and Allen
               R. Woodard*+

     10.7      Employment and Non-Competition Agreement between  OMNI
               Geophysical, L.L.C. and Richard Patrick Morris*+

     10.8      Amended  and  Restated  Employment and Non-Competition
               Agreement between OMNI Geophysical,  L.L.C.  and David
               E. Crays*+

     10.9      Confidentiality and Non-Competition Agreement  between
               OMNI   Geophysical,   L.L.C.   and   OMNI  Geophysical
               Corporation, David Jeansonne, Max Brian  Hoyt,  Ted W.
               Hoyt, and Wilbur Sam Hoyt*+

     10.10     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*+

     10.11     Option Agreement between OMNI Geophysical,  L.L.C. and David
               E. Crays*+

     10.12     Option  Agreement  between the Company and Roger  E.  Thomas
               dated as of September 25, 1997.*+

     10.13     Option Agreement between  the  Company  and Allen P. Woodard
               dated as of September 25, 1997.*+

     10.14     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.*

     10.15     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.

      21.1     Subsidiaries of the Company

      27.1     Financial Data Schedule



  *     Incorporated by reference  to  the  Company's  Registration Statement on
        Form S-1 (Registration Statement No. 333-36561).

  +     Management Contract or Compensation Plan or Arrangement.



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