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                                                                    Exhibit 15.1

                           PETROLEUM GEO-SERVICES ASA

                             AUDIT COMMITTEE CHARTER


PURPOSE:

The Audit Committee is appointed by the Board and shall act as preparatory body
in connection with the Board's supervisory role, with respect to financial
control and external audit, to prepare matters for which the Board of Directors
maintain responsibility and decision making. The Audit Committee supports the
Board in the administration and exercise of the Board's responsibility for
supervisory oversight in accordance with:

     -    The Norwegian Public Limited Companies Act and Norwegian securities
          legislation;

     -    Applicable provisions of the U. S. Securities Exchange Act of 1934 and
          regulations stipulated by the U. S. Securities and Exchange Commission
          (SEC) in the Exchange Act; and

     -    Applicable listing standards of the securities exchanges on which the
          Company's securities are listed.

The primary function of the Audit Committee is to act as a preparatory body for
the Board in connection with the Board's monitoring of:

     -    The integrity of the financial statements of the Company and related
          disclosures, based on adequate books, records and internal controls
          and selection and consistent application of appropriate accounting
          policies;

     -    The independent auditors' qualifications, independence, and
          performance;

     -    The performance of the Company's internal audit function; and

     -    The compliance by the Company with legal and regulatory requirements.

MEMBERSHIP:

The Audit Committee shall consist of three independent members. The members of
the Audit Committee shall meet the independence and experience requirements of
Norwegian law and applicable provisions of the Securities Exchange Act of 1934
and the listing standards of the New York Stock Exchange.

The Company shall disclose as required by the SEC whether at least one member of
the Audit Committee is an "audit committee financial expert" as defined by the
SEC.

The simultaneous service on the audit committees of more than three other public
companies requires a Board determination that such simultaneous service does not
impair the ability of such member to effectively serve on the Company's Audit
Committee.

RESPONSIBILITIES:

The Audit Committee shall consider and propose to the Board of Directors, for
presentation and election by the Annual Shareholders' meeting, the independent
auditors of the Company. The Audit Committee shall also consider and propose the
independent auditor's remuneration to be fixed by the Annual Shareholders'
meeting.


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The Audit Committee shall support the Board in the administration and exercise
of the Board's responsibility for supervisory oversight of the work of the
independent auditors (including resolution of disagreements between management
and the independent auditors regarding financial reporting), which shall keep
the Audit Committee informed of all aspects of its work for the Company.

Subject to the approval of the Board of Directors, the Audit Committee shall:

     -    pre-approve all auditing services and permitted non-audit services to
          be provided by its independent auditors and shall not engage the
          independent auditors to perform the specific non-audit services
          restricted by law or regulations;

     -    to the extent it deems necessary or appropriate, to retain and
          compensate independent legal, accounting or other advisors;

The Audit Committee shall ensure that the Board of Directors have the necessary
material to make timely decisions with respect to the matters reviewed by the
Audit Committee and otherwise the Audit Committee shall make regular reports to
the Board.

The Chairman of the Audit Committee, whom shall be appointed from amongst the
members of the Audit Committee, shall attend the Annual General Meeting.

The Audit Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval. The Audit
Committee shall conduct an annual performance evaluation of its activities.

The following shall be the principal duties and responsibilities for which the
Audit Committee supports the Board in the administration and exercise of the
Board's responsibility for supervisory oversight:

AS TO FINANCIAL STATEMENT AND DISCLOSURE MATTERS:

All of the following shall apply to the Company's reporting under US GAAP and
separately to it's reporting under Norwegian GAAP.

-        Review and discuss with management and the independent auditors the
         Company's quarterly financial statements prior to the filing of the
         Company's Quarterly Report including the results of the independent
         auditors' review of the quarterly financial statements.

-        Review and discuss with management and the independent auditors the
         annual audited financial statements, including disclosures made in
         Management's Discussion and Analysis of Financial Condition and Results
         of Operations prior to the filing of the Company's Annual Report on
         Form 20-F (or the annual report to shareholders if distributed prior to
         the filing of form 20-F, or under any equivalent Oslo Stock Exchange
         requirements).

-        The Audit Committee's review of the financial statements shall include;

         i.    major issues regarding accounting principles and financial
               statement presentations, including any significant changes in the
               Company's selection or application of accounting principles, and
               major issues as to the adequacy of the Company's internal
               controls and any special audit steps adopted in light of material
               control deficiencies;


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         ii.   discussions with management and the independent auditors
               regarding significant financial reporting issues and judgments
               made in connection with the preparation of the financial
               statements and the reasonableness of those judgments;

         iii.  consideration of the effect of regulatory accounting initiatives,
               as well as off-balance sheet structures on the financial
               statements;

         iv.   consideration of management's judgment about the quality, not
               just the acceptability, of accounting principles, and

         v.    the clarity of the disclosures in the financial statements.


         The Audit Committee shall also discuss the results of the annual audit
         and other matters required to be communicated to the Audit Committee
         and the Board of Directors by the independent auditors under
         professional standards.

        -      Receive and review a report from the independent auditor, prior
               to the filing of its audit reports with the SEC and with the Oslo
               Stock Exchange, on all critical accounting policies and practices
               of the Company, all material alternative treatments of financial
               information within generally accepted accounting principles that
               have been discussed with management, including the ramifications
               of the use of such alternative treatments and disclosures and the
               treatment preferred by the independent auditor, and other
               material written communications between the independent auditor
               and management.

        -      Review and discuss the Company's earnings press releases, as well
               as financial information and earnings guidance provided to
               analysts and rating agencies.

        -      Discuss with management the Company's major financial risk
               exposures including regard to business interruption and the steps
               management has taken to monitor and control such exposures,
               including the Company's risk assessment and risk management
               policies.

        -      Discuss with the independent auditors any audit problems or
               difficulties encountered during the course of the audit work,
               including any restrictions on the scope of the independent
               auditor's activities or access to requested information, and
               management's response. The Audit Committee should review any
               accounting adjustments that were noted or proposed by the auditor
               but were "passed" (as immaterial or otherwise); any
               communications between the audit team and the audit firm's
               national office respecting auditing or accounting issues
               presented by the engagement; and any "management" or "internal
               control" letter issued, or proposed to be issued, by the audit
               firm to the Company.

        -      Review disclosures made to the Audit Committee by the Company's
               CEO and CFO during their certification process for the Form 20-F
               about any significant deficiencies in the design or operation of
               internal controls or material weaknesses therein and any fraud
               involving management or other employees who have a significant
               role in the Company's internal controls.


AS TO OVERSIGHT OF THE COMPANY'S RELATIONSHIP WITH THE INDEPENDENT AUDITORS:

        -      Obtain and review a report from the independent auditors at least
               annually regarding (a) the independent auditors' internal
               quality-control procedures, (b) any material issues raised by the
               most recent internal quality-control review, or peer review, of
               the firm, or by any inquiry or investigation by governmental or
               professional authorities within the preceding five years
               respecting one or more independent audits carried out by the
               firm, (c) any steps taken to deal with any such issues, and (d)
               all relationships between the independent auditors and the
               Company.


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        -      Evaluate the qualifications, performance and independence of the
               independent auditors, including considering whether the auditors'
               quality controls are adequate and the provision of permitted
               non-audit services is compatible with maintaining the auditors'
               independence, and taking into account the opinions of management
               and personnel responsible for the internal audit function. Such
               evaluation should include the review and evaluation of the lead
               partner.

        -      Ensure the rotation of the lead (or coordinating) audit partner
               having primary responsibility for the audit and the audit partner
               responsible for reviewing the audit as required by law.

        -      Recommend to the Board policies for the Company's hiring of
               employees or former employees of the independent auditors who
               participated in any capacity in the audit of the Company.

        -      Discuss with the independent auditors matters of audit quality
               and consistency and any significant auditing or accounting issues
               presented by the audit engagement on which the audit team has
               consulted with their national office.

        -      Meet with the independent auditors prior to the audit to discuss
               the planning and staffing of the audit.

AS TO OVERSIGHT OF THE COMPANY'S INTERNAL AUDIT FUNCTION:

        -      Review the significant issues raised in reports to management
               prepared by Company's internal auditors and management's
               responses.

        -      Review at least annually the internal audit resources and its
               mission, responsibilities, independence, budget and staffing and
               any recommended changes in the planned scope of the internal
               audit.

AS TO COMPLIANCE OVERSIGHT RESPONSIBILITIES:

        -      Obtain from the independent auditors assurance that Section
               10A(b) of the Exchange Act has not been invoked, nor have any
               similar provisions under the Oslo Stock Exchange rules. Section
               10A(b) relates to illegal acts that have come to the attention of
               the independent auditors during the course of the audit.

        -      Obtain reports from management, the Company's internal auditors
               and the independent auditors concerning whether the Company and
               its subsidiary/foreign affiliated entities are in conformity with
               applicable legal requirements, including the Company's Code of
               Business Conduct and Ethics and its procedures for complying with
               the US Foreign Corrupt Practices Act. Review reports and
               disclosures of insider and affiliated party transactions. Advise
               the Board with respect to the Company's policies and procedures
               regarding compliance with applicable laws and regulations and
               with the Company's Code of Business Conduct and Ethics.

        -      Review procedures for the receipt, retention and treatment of
               complaints received by the Company regarding accounting, internal
               accounting controls or auditing matters, and the confidential,
               anonymous submission by employees of concerns regarding
               questionable accounting or auditing matters.

        -      Discuss with management and the independent auditors any
               correspondence with regulators or governmental agencies and any
               published reports, which raise material issues regarding the
               Company's financial statements or accounting policies.

        -      Discuss with the Company's General Counsel legal matters that may
               have a material impact on the financial statements or the
               Company's compliance policies.



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MEETINGS:

The Audit Committee shall meet as often as it deems appropriate and necessary,
but not less frequently than quarterly. The Audit Committee will meet when
called by the audit committee chairperson or by two members or when requested by
the chairperson of the Board of Directors or the CEO. The audit committee
chairperson and one member shall constitute a quorum.


The Audit Committee shall meet periodically with management, internal audit and
the independent auditors in separate executive sessions, and also in executive
session with only the Audit Committee members. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditors to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee.


REPORTS TO THE BOARD OF DIRECTORS:

The Audit Committee shall report regularly to the Board. The Audit Committee
shall prepare and submit minutes from its meetings to the Board of Directors.
Such minutes shall contain recommendations for Board action when appropriate.

The chairperson of a subcommittee shall ensure that the Board of Directors, at
least every quarter, receives a report on the work of the subcommittee and that
all matters before the subcommittee requiring the decision of the Board of
Directors is placed on the agenda of the Board of Directors and that adequate
documentation in support of the decision is provided to the Board of Directors.

LIMITATION OF AUDIT COMMITTEE'S ROLE:

The CEO is responsible for preparing and presenting to the Board of Directors
the Company's annual and quarterly financial statements, and the independent
auditors are responsible for auditing and/or reviewing these financial
statements. While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to plan or
conduct audits or to compile the Company's financial statements and disclosures
or to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of management and the independent auditors.


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