Form 10-Q/A

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

[X]   QUARTERLY  REPORT PURSUANT TO SECTION 13 or  15(d)  OF  THE 
                        SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)  OF  THE 
                        SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to               .

Commission file number 0-28422

                             GeoScience Corporation
             (Exact name of Registrant as specified in its charter)


           Nevada                                     76-0497775
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

10500 Westoffice Drive, Suite 210, Houston, Texas           77042
(Address of principal executive offices)                  Zip Code

Registrant's telephone number, including area code:  713/780-1881

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, and (2) has been subject to such filing requirements
for the past 90 days. Yes [X]   No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

          Common                                    Outstanding at July 31, 1997
Common Stock, $.01 par value                                  10,063,850
<PAGE>
                                                                     Form 10-Q/A

GeoScience Corporation

                                      INDEX
                                      -----

                                                       Page No.
                                                       --------

Part I.  Financial Information:

  Consolidated Balance Sheet June 30, 1997
    and December 31, 1996                                  1

  Consolidated Statement of Income and Accumulated
    Earnings for the Quarter Ended June 30,
    1997 and 1996                                          2

  Consolidated Statement of Income and Accumulated
    Earnings for the Six Months Ended June 30,
    1997 and 1996                                          3

  Consolidated Statement of Cash Flows for the
    Six Months Ended June 30, 1997 and 1996                4

  Notes to Consolidated Financial Statements              5-8

  Management's Discussion and Analysis of Financial
    Condition and Results of Operations                   9-12

Signatures                                                13
<PAGE>
Page 1                                                               Form 10-Q/A
                    PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

GeoScience Corporation
Consolidated Balance Sheet
(stated in thousands,
 except share amounts)
                                                       June 30,     December 31,
                                                         1997           1996    
                                                       ---------      ---------
                                                      (unaudited)
Assets
  Current assets:
    Cash and cash equivalents ....................     $   1,135      $   1,306
    Receivables ..................................        26,306         30,793
    Inventories ..................................        49,924         45,845
    Other ........................................         3,208          2,632
                                                       ---------      ---------
          Total current assets ...................        80,573         80,576
  Property, plant and equipment ..................        22,432         25,093
  Long-term receivables ..........................         6,551          9,899
  Other assets ...................................         2,363          8,258
  Net assets of discontinued operation ...........        12,385
                                                       ---------      ---------
          Total assets ...........................     $ 124,304      $ 123,826
                                                       =========      =========
Liabilities
  Current liabilities:
    Notes payable and current
     maturities of long-term debt ................     $  17,666      $  16,197
    Accounts payable .............................         6,978          8,336
    Unearned revenue .............................         2,330          3,232
    Taxes on income ..............................           822          2,813
    Payable to Tech-Sym Corporation ..............        10,583          5,126
    Other accrued liabilities ....................         5,079          8,009
                                                       ---------      ---------
          Total current liablilites ..............        43,458         43,713
  Long-term debt .................................         8,413          4,620
  Other liabilities and deferred credits .........           131            689
                                                       ---------      ---------
          Total liabilities ......................        52,002         49,022
Shareholders' Investment
  Common stock - authorized 35,000,000
   shares, $.01 par value; issued
   10,497,600 shares .............................           105            105
  Additional capital .............................        44,877         44,877
  Accumulated earnings ...........................        32,544         32,597
  Common stock held in treasury
   at cost (435,000 and 240,000 shares) ..........        (5,298)        (3,046)
  Cumulative translation adjustments .............            74            271
                                                       ---------      ---------
          Total shareholders' investment .........        72,302         74,804
                                                       ---------      ---------
          Total liabilities and
           shareholders' investment ..............     $ 124,304      $ 123,826
                                                       =========      =========

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 2                                                               Form 10-Q/A

GeoScience Corporation
Consolidated Statement of Income and
  Accumulated Earnings
(stated in thousands,
 except per share amounts)
                                                            For the Quarter
                                                             Ended June 30,
                                                        ------------------------
                                                         1997            1996
                                                              (unaudited)

Revenue ..........................................      $ 23,322       $ 19,996

Cost of revenue ..................................        13,308         11,864
                                                        --------       --------
       Gross profit from
         continuing operations ...................        10,014          8,132
                                                        --------       --------
Expenses:
  Selling, general and administrative
    expenses .....................................         5,782          4,573
  Research and development expense ...............         2,084          1,749
  Interest expense ...............................           546            130
  Interest and other (income), net ...............            (7)          (331)
                                                        --------       --------
                                                           8,405          6,121
                                                        --------       --------
       Income from continuing operations
        before income taxes ......................         1,609          2,011
Provision for income taxes
  from continuing operations .....................           498            646
                                                        --------       --------
       Income from continuing operations .........         1,111          1,365
Discontinued operation:
  Loss from discontinued operation net
    of applicable income taxes of $425
    and $538, respectively .......................           946          1,137
                                                        --------       --------
       Net income ................................           165            228

Accumulated earnings:
    Beginning of period ..........................        32,379         29,304
                                                        --------       --------
    End of period ................................      $ 32,544       $ 29,532
                                                        ========       ========
Earnings (loss) per common share:
  Continuing operations ..........................      $   0.11       $   0.15
  Discontinued operation .........................         (0.09)         (0.12)
                                                        --------       --------
       Net income ................................      $   0.02       $   0.03
                                                        ========       ========

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 3                                                               Form 10-Q/A


GeoScience Corporation
Consolidated Statement of Income and
  Accumulated Earnings
(stated in thousands,
 except per share amounts)
                                                          For the Six Months
                                                             Ended June 30,
                                                        -----------------------
                                                          1997            1996
                                                              (unaudited)

Revenue ..........................................      $ 46,652       $ 38,869

Cost of revenue ..................................        28,632         22,964
                                                        --------       --------
       Gross profit from
         continuing operations ...................        18,020         15,905
                                                        --------       --------
Expenses:
  Selling, general and administrative
    expenses .....................................        11,178          8,522
  Research and development expense ...............         3,797          3,614
  Interest expense ...............................           959            626
  Interest and other (income), net ...............          (138)          (344)
                                                        --------       --------
                                                          15,796         12,418
                                                        --------       --------
       Income from continuing operations
        before income taxes ......................         2,224          3,487
Provision for income taxes
  from continuing operations .....................           689          1,117
                                                        --------       --------
       Income from continuing operations .........         1,535          2,370
Discontinued operation:
  Loss from discontinued operation net
    of applicable income taxes of $713
    and $833, respectively .......................         1,588          1,768
                                                        --------       --------
       Net income (loss) .........................           (53)           602

Accumulated earnings:
    Beginning of period ..........................        32,597         28,930
                                                        --------       --------
    End of period ................................      $ 32,544       $ 29,532
                                                        ========       ========
Earnings (loss) per common share:
  Continuing operations ..........................      $   0.15       $   0.28
  Discontinued operation .........................         (0.16)         (0.21)
                                                        --------       --------
       Net income (loss) .........................      ($  0.01)      $   0.07
                                                        ========       ========

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 4                                                               Form 10-Q/A

GeoScience Corporation
Consolidated Statement of Cash Flows                           
(stated in thousands)

                                                            For the Six Months
                                                               Ended June 30,
                                                           --------------------
                                                              1997       1996
                                                                (unaudited)
Cash flows from operating activities:
  Net income (loss) ....................................   ($    53)   $    602
  Adjustments to reconcile net income to net
   cash provided by (used for) operating activities:
     Depreciation and amortization .....................      3,837       3,294
     Sale of equipment under operating leases ..........        731
  Change in operating assets and liabilities:
     Receivables .......................................      2,099      (2,982)
     Inventories .......................................     (4,280)     (6,307)
     Other current assets ..............................       (994)      1,431
     Long-term receivables .............................     (1,541)        460
     Other assets ......................................       (349)     (3,802)
     Accounts payable ..................................       (276)     (1,361)
     Unearned revenue ..................................        341      (3,463)
     Taxes on income ...................................     (1,828)      1,090
     Other liabilities .................................     (2,000)        442
     Payable to Tech-Sym ...............................        327
                                                           --------    --------
  Net cash used for operating activities ...............     (3,986)    (10,596)
                                                           --------    --------
Cash flows from investing activities:
  Capital expenditures .................................     (4,128)     (3,221)
                                                           --------    --------
  Net cash used for investing activities ...............     (4,128)     (3,221)
                                                           --------    --------
Cash flows from financing activities:
  Net borrowings from (payments to)
   Tech-Sym Corporation ................................      5,130     (20,904)
  Net payments under line of credit agreements .........     (2,882)     (6,415)
  Proceeds from long-term debt .........................        894
  Payments on long-term debt ...........................       (598)       (450)
  Purchase of treasury stock ...........................     (2,252)
  Proceeds from issuance of common stock ...............                 40,381
  Proceeds from sale of notes receivable ...............      7,848
  Other ................................................       (197)        (58)
                                                           --------    --------
  Net cash provided by financing activities ............      7,943      12,554
                                                           --------    --------
Net decrease in cash and cash equivalents ..............       (171)     (1,263)
  Cash and cash equivalents at beginning of period .....      1,306       1,668
                                                           --------    --------
  Cash and cash equivalents at end of period ...........   $  1,135    $    405
                                                           ========    ========


Cash flow from operating activities include:
  Interest paid ........................................   $    980    $    574
  Income taxes paid ....................................      1,028

The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 5                                                               Form 10-Q/A

GeoScience Corporation

Notes to Consolidated Financial Statements

1.   The accompanying unaudited consolidated financial statements of GeoScience
     Corporation and its subsidiaries ("the Company") have been prepared in
     accordance with the instructions to Form 10-Q. Accordingly, they do not
     include all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements and should be read
     in conjunction with the financial statements and notes thereto appearing in
     the Company's annual report on Form 10-K for the year ended December 31,
     1996.

     In the opinion of the Company's management ("Management"), all adjustments
     necessary for a fair presentation of the results of operations for all
     periods reported have been included. Such adjustments consist only of
     normal recurring items.

     The consolidated statements of income for the three and six months ended
     June 30, 1997, are not necessarily indicative of the results to be expected
     for the full year ending December 31, 1997.

     The consolidated financial statements have been restated to reflect the
     Company's geoscientific software subsidiary as a discontinued operation in
     accordance with Accounting Principles Board Opinion No. 30 (see Note 2).

     The accompanying consolidated financial statements for the quarter and six
     months ended June 30, 1997, have been restated to reflect the higher cost
     of revenue for certain engineering and manufacturing costs which were
     erroneously capitalized. The restated consolidated statement of income and
     accumulated earnings for the quarter and six months ended June 30, 1997, is
     summarized as follows (in thousands, except per share amounts):
<PAGE>
Page 6                                                               Form 10-Q/A

GeoScience Corporation

Notes to Consolidated Financial Statements - Continued

                                             Quarter            Six months
                                              ended               ended
                                          June 30, 1997       June 30, 1997
                                          As                  As
                                      previously    As     previously     As
                                      reported   restated  reported    restated
                                      ---------- --------  ----------  --------
Income from
  continuing operations
  before income taxes ............    $ 2,039    $ 1,609    $ 3,244    $  2,224
Income from continuing
  operations .....................      1,407      1,111      2,238       1,535
Net income (loss) ................        461        165        650         (53)
Earnings (loss) per
  common share:
   Continuing operations .........    $   .14    $   .11    $   .22    $    .15
   Net income (loss) .............    $   .05    $   .02    $   .06    ($   .01)
Retained earnings at
  June 30, 1997 ..................    $33,247    $32,544    $33,247    $ 32,544

2.   Effective June 30, 1997 ("the measurement date"), the Company adopted a
     plan to sell its geoscientific software subsidiary, CogniSeis Development,
     Inc. ("CogniSeis"). Accordingly, CogniSeis is reported as a discontinued
     operation for the periods presented. Management anticipates CogniSeis will
     incur operating losses approximating $500,000 from the measurement date
     through the disposal date. Such losses have been deferred due to the fact
     that Management expects a gain on the sale of CogniSeis.

     On July 15, 1997, the Company signed a letter of intent to sell CogniSeis
     for cash and guaranteed future royalties with a combined estimated value
     between $19.5 and $23 million. The proposed sale is subject to the terms of
     a negotiated definitive agreement which could vary from the letter of
     intent, and no assurances can be made that this transaction will be
     completed. Management's current estimate indicates that the total sale
     proceeds from the disposal of CogniSeis will result in a gain on the
     transaction. However, the ultimate financial impact of the negotiated
     definitive agreement could differ from Management's current estimate.
<PAGE>
Page 7                                                               Form 10-Q/A

GeoScience Corporation

Notes to Consolidated Financial Statements - Continued

     The operating results (unaudited) of the discontinued operation are
     summarized as follows (in thousands):

                                               Quarter Ended
                                                 June 30,
                                            1997          1996
                                           -----         -----
     Revenue                              $5,575        $5,404
                                           =====         =====
     Loss before provision for
      income taxes                         1,371         1,675
     Provision for income taxes              425           538
                                           -----         -----
     Net loss                             $  946        $1,137
                                           =====         =====

                                             Six Months Ended
                                                 June 30,
                                            1997          1996
                                           -----         -----                  
     Revenue                             $11,398       $11,281
                                          ======        ======
     Loss before provision for
      income taxes                         2,301         2,601
     Provision for income taxes              713           833
                                           -----         -----
     Net loss                            $ 1,588       $ 1,768
                                           =====         =====

     The net assets (unaudited) of the discontinued operation are summarized as
     follows (in thousands):

                                               June 30, 1997
                                               -------------
     Current assets                               $ 7,465
     Property, plant and equipment, net             3,149
     Other assets                                   5,747

     Current liabilities                           (3,976)
                                                   ------
          Net assets                              $12,385
                                                   ======

3.   Inventories, stated at the lower of cost (first-in, first-out) or market,
     are summarized as follows (in thousands):

                                June 30, 1997    December 31, 1996
                                -------------    -----------------
                                   (unaudited)
     Raw Materials                  $11,827            $12,669
     Work in Process                 16,418             16,292
     Finished Goods                  21,679             16,884
                                     ------             ------
          Total inventories         $49,924            $45,845
                                     ======             ======
<PAGE>
Page 8                                                               Form 10-Q/A

GeoScience Corporation

Notes to Consolidated Financial Statements - Continued

4.   Earnings per common share are based on the weighted average number of
     shares outstanding during each period (10,101,000 and 9,185,000 for the
     quarter ended June 30, 1997 and 1996, respectively, and 10,162,000 and
     8,542,000 for the six month period ended June 30, 1997 and 1996,
     respectively).

5.   During the first quarter of 1997, the Company sold notes receivable in the
     amount of $7,848,000 to a bank. In accordance with Statement of Financial
     Accounting Standards No. 125 (FAS 125), TRANSFERS AND SERVICING OF
     FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES the consolidated
     financial statements were restated to reflect both the asset and the
     liability associated with this transaction.

6.   In 1997, Statement of Financial Accounting Standards No. 128 (FAS 128),
     EARNINGS PER SHARE was issued. FAS 128 is effective for earnings per share
     calculations for periods ending after December 15, 1997. At that time, the
     Company will be required to change the method currently used to compute
     earnings per share and to restate all prior periods. Adoption of FAS 128 is
     not expected to have a material effect on the Company's financial position
     or operational results.
<PAGE>
Page 9                                                               Form 10-Q/A

GeoScience Corporation

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

In June 1997, the Company adopted a plan to sell its geoscientific software
subsidiary, CogniSeis Development, Inc. ("CogniSeis"). CogniSeis is accounted
for as a discontinued operation. Accordingly, the consolidated financial
statements have been restated to report separately the operating results of the
continuing operations. All prior year amounts have been restated.

RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 1997 COMPARED TO THE QUARTER
ENDED JUNE 30, 1996

Revenue increased $3,326,000 or 17% to $23,322,000 for the quarter ended June
30, 1997. The increase in revenue resulted primarily from increased shipments of
land and ocean bottom extruded seismic cables. The consolidated gross profit
margin increased 2% to 43% of revenue for the quarter ended June 30, 1997,
compared to the same quarter in the prior year. The increase in gross profit
margin is attributed to reduced costs derived from improved manufacturing
efficiencies and decreased electronic component prices related to the 24-bit
seismic data acquisition module which more than offset the increased engineering
and manufacturing costs associated with the design changes made to the 24-bit
module and the increased manufacturing costs incurred in the domestic seismic
cable manufacturing facility. Additionally, the prior period quarter gross
profit margin was unusually depressed due to a strategic sale of an ocean bottom
cable system at a lower than customary margin.

Consolidated selling, general and administrative expenses increased 26% to
$5,782,000 during the second quarter of 1997. These expenses as a percentage of
revenue increased from 23% to 25% in comparison to the same quarter a year ago.
The increase was primarily a result of support personnel added at the domestic
manufacturing operations to support the general growth in the Company's
business. Additional increases were due to royalty costs associated with the
overall increase in revenue and additional commissions associated with increased
international sales. Furthermore, expenses related to managing the consolidated
business and necessitated by being a publicly traded company were added.
Research and development expenses were $2,084,000 for the quarter ended June 30,
1997 compared to $1,749,000 for the quarter ended June 30, 1996. The increase
resulted from design changes to the 24-bit module manufactured by the Company,
which are being made to enhance the performance and reliability of the module.
<PAGE>
Page 10                                                              Form 10-Q/A

GeoScience Corporation

Management's Discussion and Analysis of Financial Condition
and Results of Operations - Continued

Interest expense increased to $546,000 during the second quarter of 1997 from
$130,000 during the second quarter of 1996 as a result of the increase in
interest bearing debt incurred to support the growth of the business. Other
income decreased to $7,000 from $331,000 due to a reduction in interest income
on interest bearing receivables during the quarter.

The effective tax rate for the quarter ended June 30, 1997 was 31% compared to
32% for the same period in the prior year. The Company's effective tax rate is
lower than the statutory United States rate due primarily to tax benefits
generated from foreign sales.

Income from continuing operations for the second quarter of 1997 was $1,111,000
compared to $1,365,000 and earnings per common share were $.11 compared to $.15
for the corresponding quarter a year ago. The decrease resulted from higher
operating expenses as discussed above that more than offset the improvement made
in gross profit margin.

Loss from the discontinued operation for the quarter ended June 30, 1997
decreased $191,000 or $.03 per share from the same quarter in the prior year.
The fluctuation was a result of an increase in interest income recognized on
contract installment sales.

Net income for the quarter ended June 30, 1997 decreased 28% to $165,000 from
the comparable quarter a year ago primarily resulting from the higher operating
expenses discussed above. Earnings per common share decreased 33% to $.02 per
share as a result of the lower net income and an increase in the average common
shares outstanding due to the initial public offering of the Company in May
1996.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO JUNE 30, 1996

Revenue increased 20% to $46,652,000 for the six months ended June 30, 1997,
from $38,869,000 for the same period in the prior year. The majority of the
increase, $6,874,000, was due to an increase in seismic cable sales. Additional
increases resulted from contract awards in the first three months of the year to
provide technical data services to potential bidders on upcoming oil exploration
leases. The consolidated gross profit margin decreased 2% to 39% of revenue for
the six months ended June 30, 1997 from 41% for the same period in 1996. The
decrease was 
<PAGE>
Page 11                                                              Form 10-Q/A

GeoScience Corporation

Management's Discussion and Analysis of Financial Condition
and Results of Operations - Continued

primarily due to increased engineering and manufacturing costs associated with
design changes to the 24-bit module and increased manufacturing costs in the
domestic seismic cable manufacturing facility that offset cost decreases
associated with other manufacturing efficiency gains and lower material prices.

Consolidated selling, general and administrative expenses increased to
$11,178,000 for the period ended June 30, 1997, from $8,522,000.
Correspondingly, these expenses as a percentage of revenue increased from 22% to
24% in comparison to the same period a year ago. The primary reasons for the
increase were the additional support personnel costs and larger royalty and
commission expenses associated with the general growth of the business and
increase in revenue. The additional costs of managing the consolidated business
and being a publicly traded company were also significant contributors to the
increase. Research and development expenses were $3,797,000 for the period ended
June 30, 1997 compared to $3,614,000 for the period ended June 30, 1996. The
increase resulted from design changes being made to the 24-bit module
manufactured by the Company.

Interest expense increased to $959,000 from $626,000 as a result of the increase
in interest bearing debt to support the higher level of inventories and capital
expenditures that correspond to the growth in the business. Other income
decreased to $138,000 from $344,000 due to a reduction in interest bearing
receivables.

Income from continuing operations for the six month period of 1997 was
$1,535,000 compared to $2,370,000 and earnings per common share were $.15
compared to $.28 for the corresponding period a year ago. The decrease reflects
the impact of expenses increasing at a faster rate than the gross profit margin
of the growing revenue base. The decrease in earnings per common share was
further affected by the increase in the average common shares outstanding as a
result of the initial public offering of the Company in May 1996.

Loss from the discontinued operation for the six months ended June 30, 1997,
decreased $180,000 or $.05 per share from the same period in the prior year
resulting from an increase in interest income recognized on contract installment
sales.

The net loss for the six months ended June 30, 1997, was $53,000 and loss per
common share was $.01 per share as compared to net income of $602,000 or $.07
per share for the same period in the prior year due to the impact of the lower
gross profit margin and higher expenses discussed above. 
<PAGE>
Page 12                                                              Form 10-Q/A

GeoScience Corporation

Management's Discussion and Analysis of Financial Condition
and Results of Operations - Continued

LIQUIDITY AND CAPITAL RESOURCES

The Company is currently satisfying its working capital and capital expenditure
requirements through internally generated cash from operations, bank borrowings
and loans from an affiliate, Tech-Sym Corporation. At June 30, 1997, the
Company's working capital balance was $37,115,000, compared to $36,863,000 at
December 31, 1996. The increase in working capital is primarily a result of a
decrease in liabilities which resulted from segregating the net assets of the
discontinued operation as a non-current asset at June 30, 1997. Cash used for
operations was $3,986,000 for the six months ended June 30, 1997, compared to
$10,596,000 for the same period in the prior year. The primary use of cash from
operations was to acquire additional inventory to support the anticipated
business growth.

As of June 30, 1997, the Company had uncommitted bank lines of credit
aggregating approximately $22,504,000. Borrowings under these lines were
$12,381,000, including the discontinued operation. The Company had a working
capital ratio of 1.85 to 1.0 and debt to total capitalization of 34%. The
Company believes that its current financial position and available lines of
credit will provide ample sources of funds to meet foreseeable requirements.

Purchases of property, plant and equipment totaled $4,128,000 for the six months
ended June 30, 1997, compared to $3,221,000 for the corresponding prior year
period. The Company estimates that capital expenditures for property, plant and
equipment during the remainder of 1997 will be approximately $6,395,000. Most of
the anticipated capital expenditures are not subject to firm commitments and the
Company may modify its plans depending on future results of operations or other
factors.

Forward-looking statements in this document are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties, including, without limitation, risks associated with the
uncertainty of market acceptance of the Company's products, limited number of
customers, as well as risks of downturns in economic conditions generally, risks
associated with competition and competitive pricing pressures, and other risks
detailed in the Company's filings with the Securities and Exchange Commission.
<PAGE>
Page 13                                                              Form 10-Q/A

GeoScience Corporation


                                   SIGNATURES

     Pursuant to the requirements 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.


                                   GEOSCIENCE CORPORATION
                                          Registrant


Date:  November 13, 1997           /s/ RICHARD F. MILES
                                   Richard F. Miles, President



Date:  November 13, 1997           /s/ RAY F. THOMPSON
                                   Ray F. Thompson, Vice-
                                   President and Chief
                                   Financial Officer