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                                                                    EXHIBIT 14.1


                            OYO GEOSPACE CORPORATION


                        GENERAL CODE OF BUSINESS CONDUCT

                                       AND

                           SUPPLEMENTAL CODE OF ETHICS

                                       FOR

                                     CEO AND

                            SENIOR FINANCIAL OFFICERS

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                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

1.    Foreword............................................................... 1

2.    Internal Accounting Controls........................................... 3

3.    Antitrust.............................................................. 7

4.    Political Participation............................................... 10

5.    Employee Loyalty...................................................... 11

6.    Securities Trading and Disclosure..................................... 14

7.    Human Resources....................................................... 21

8.    Substance Abuse....................................................... 21

9.    Health, Safety and Environment........................................ 23

10.   International Trade Restrictions and Boycotts......................... 23

11.   Confidentiality of Corporate Information.............................. 24

12.   Records Retention/Destruction......................................... 25

13.   Community Involvement................................................. 25

14.   Government and Third Party Investigations............................. 25

15.   The Follow-Through.................................................... 26

General Code of Business Conduct Form of Agreement.......................... 29

Supplemental Code of Ethics for CEO and Senior Financial Officers........... 31

                                       -i-

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                            OYO GEOSPACE CORPORATION

                        GENERAL CODE OF BUSINESS CONDUCT


1.      FOREWORD

        The Board of Directors and senior management of OYO Geospace Corporation
("OYO Geospace" or the "Company"), believe it is critically important for you as
an employee to know and understand the basic principles of law, ethics and sound
business management by which OYO Geospace conducts its business. While we insist
on compliance with all laws applicable to us, we also conduct our business based
on adherence to ethical business standards and rational business management
practices that go beyond minimal legal requirements.

        In brief, our philosophy is that OYO Geospace and its employees will
comply with all applicable laws and regulations, will adhere to the highest
ethical and business management standards and will act as responsible members of
the community.

        This General Code of Business Conduct (the "Code") has been prepared to
help you understand and abide by the philosophy outlined above. It also
highlights several specific policies and laws of which you should be
specifically aware in conducting your business activities. We do not expect you
to become a legal expert in these areas as a result of having read this booklet;
the examples included here do not represent every instance where laws apply to
Company activities. However, we do expect you to comply with this Code, to be
aware of commonly applicable laws and regulations, to be able to recognize
sensitive areas and issues and to seek advice when necessary. Further, this Code
does not purport to present a full exposition of the laws specifically noted
herein or the Company's full understanding of such laws. Additionally, this Code
demands conduct that may exceed legal minimums. Finally, with respect to the
Code, the Company has a separate Code of Ethics for our Chief Executive and
Financial Officers (appended at the end of this Code) in order to address
certain requirements flowing from the Sarbanes-Oxley Act of 2002.

        Remember, it is always better to seek advice before a course of action
is begun or a commitment is made so that the Company's standards and applicable
legal requirements can be reviewed and difficulties avoided. If you have
questions about the Company's standards or the laws governing your activities on
behalf of the Company, consult with your supervisor, the Company's Chief
Executive Officer or the Company's Chief Financial Officer. While the Company
will have follow-through procedures to attempt to monitor compliance with this
Code, it is your personal responsibility to be informed and to comply with this
Code. We encourage you to ask questions to help meet this goal.

        OYO Geospace's goal is to maximize the value of its stockholders'
investment in the Company. We will do that by adhering to our Mission Statement
and Core Values:

        Mission - Our goal is to provide customers with the best products and
        services available in the industry. To accomplish this, we find ways to
        add value for the customer by creating profits for them.

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        We do not operate in isolation but within communities, which have placed
        their trust in our abilities. We are accountable for how well we serve
        them.

        Our community of employees serves a community of customers by providing
        equipment and services to help them make a profit. Our business
        activities serve a community of suppliers, lenders and shareholders who
        have put their trust in us by investing in our business. We best achieve
        our goal by operating from a set of Core Values:

                Integrity--Integrity is our most valued principle. We will
                maintain high ethical standards in everything we do. We must be
                known for our honest and sincere spirit. We are dedicated to
                complying with both the spirit and the letter of the rules and
                laws that govern us. Our continued success requires unswerving
                adherence to these standards.

                Teamwork--We are all in this together. As long as we work
                together, there is no limit to the possibilities. The sum of our
                collaborative effort is much larger than the sum of our
                individual efforts, and in this manner our customers are best
                served.

                Loyalty--We will be loyal to our customers. We will honor their
                secrets and confidences and earn their respect and loyalty in
                return.

                Flexibility--The work we do is highly technical and changes very
                rapidly. To be effective, we must be change hardy. "The way it's
                always been done" will not be sufficient to bring us future
                success. We must be a flexible organization that is willing to
                learn, create new ideas and adapt to the new environments.

                Responsibility--The responsibility of solving customers'
                problems belongs to everyone. We place no limits on employee
                initiative in serving customers. We must each be trustworthy and
                accountable to reliably serve the needs of the customer and each
                other.

                Excellence--We take great pride in the quality of our work and
                are determined to achieve excellence in everything we do.
                Excellence is reflected by how we conduct ourselves as
                individuals and as a company. It is reflected in the quality of
                the solutions we develop for our customers and the value they
                receive from our products and services. We seek to identify and
                recruit the very best person for every job. Excellence is a
                shared responsibility for every employee. To embrace excellence,
                we emphasize education, training and development of employees
                and teams. Striving for excellence is a continuing quest.

                Respect--We respect other people. This creates an environment
                that promotes open communication, diverse ideas and approachable
                people. A respectful environment allows customers to express
                their needs with the expectation that we will listen. It also
                allows thoughtful responsiveness to customers' needs.

                                       -2-

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                Profitability--Profits are the fuel to our success. They create
                value for all stakeholders. It is our practice to share our
                profits with all who help create them.

                Enthusiasm--We are enthusiastic! This allows us to focus on our
                opportunities to serve the customer. Enlightened optimism
                creates an environment conducive to meeting and exceeding our
                customers' needs.

                Creativity--Fulfilling our customers' needs is the most
                important ingredient of our corporate well being. Our collective
                creativity generates solutions for our customers and is the
                essence of differentiating us from our competitors.

                Social Responsibility--We do not exist in isolation. We operate
                in communities who have placed their trust in us. They provide
                employees and suppliers a friendly environment for growth and
                success. We pledge to conduct ourselves in a most responsible
                manner in each community.

In pursuit of our Mission and these Core Values, the Company and employees will
comply with this Code. This Code and any related policies and procedures apply
to OYO Geospace, all divisions, subsidiaries and partnerships in which OYO
Geospace holds a majority interest (if any) and all officers, employees and
agents of these entities. Persons who violate this Code and any related policies
are acting outside the scope of their employment or agency and are subject to
the full range of disciplinary action by the Company, including termination.
Further, we expect supervisors to take reasonable steps to help assure
compliance and detect noncompliance by subordinates. Supervisors may themselves
be disciplined for their failure to meet reasonable expectations in performing
these duties.

        Adherence to Law--OYO Geospace and its employees will abide by all
applicable laws and regulations and will act in such a manner that the full
disclosure of all facts related to any activity will benefit the Company and
never reflect adversely upon the Company.

        Adherence to High Ethical Standards--OYO Geospace and its employees will
adhere to the highest ethical standards of conduct in all business activities
and will act in a manner that enhances OYO Geospace's standing as a vigorous and
ethical competitor within the business community.

        Responsible Business Citizenship--OYO Geospace and its employees will
act as responsible citizens in the communities where the Company does business.

2.      INTERNAL ACCOUNTING CONTROLS

        This section of the Code describes the internal accounting controls that
have been established to govern management of the Company's assets and
liabilities. OYO Geospace has adopted these controls in accordance with
generally accepted accounting principles, the guidelines of the Financial
Accounting Standards Board, our internal needs, stockholder needs and the
requirements of various laws and regulations which apply to the Company. Two of
these laws, the Foreign Corrupt Practices Act of 1977, and the Sarbanes-Oxley
Act of 2002 deserve further explanation because of their far-reaching
provisions.

                                       -3-

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        Foreign Corrupt Practices Act--In 1977 the federal government enacted
the Foreign Corrupt Practices Act (the "FCPA"). All American citizens, residents
and companies, whether publicly traded or privately held, are subject to certain
key provisions of the FCPA.

        The FCPA has two basic parts: (1) the antibribery provisions (which
apply to both individuals and entities) and (2) the accounting, recordkeeping
and internal controls requirements (which are most directly applicable to
publicly-owned companies, such as OYO Geospace). The antibribery provisions
prohibit certain payments to foreign officials, foreign political parties,
candidates for foreign political office and other persons known to be conduits
to such recipients. Prohibited payments or "bribes" under the FCPA include
anything of value given, offered or promised to any such person to assist the
Company in obtaining business, retaining business or for directing business to
any person. "Anything of value" can include things of value other than cash,
such as free vacation trips, services and jobs for relatives.

        Despite its title, the FCPA's accounting, recordkeeping and internal
control provisions apply to both domestic and foreign operations of
publicly-traded American companies. These FCPA requirements were intended to act
as a control system to complement the antibribery provisions by preventing the
creation of unreported slush funds, illegal payments and other instances of
false books and records, but they are actually much broader in scope. The
provisions of the FCPA have been used by the U.S. government to challenge a wide
range of questionable accounting and recordkeeping practices unrelated to
illegal payments or foreign operations. In any instance, it is important to
understand that accuracy in documentation and reporting is required since the
FPCA's provisions can be interpreted to apply to relatively small sums, such as
sums from petty cash funds.

        Penalties--Any director, officer, employee, or agent of OYO Geospace, or
any stockholder acting on behalf of OYO Geospace, who is convicted of violating
the antibribery provisions of the FCPA is subject to fines of up to $100,000
and/or imprisonment of up to five years for a single count. If convicted, the
Company is subject to fines of up to $2,000,000 for a single count. In addition
to possible criminal actions, civil enforcement actions may be brought against
the Company and its personnel and civil penalties assessed against individuals.
Other possible penalties and serious enforcement remedies can be applied to
violations of the FCPA's accounting provisions.

        Sarbanes-Oxley Act--In 2002 the federal government enacted the
Sarbanes-Oxley Act, a sweeping measure addressing corporate and accounting
reform in the wake of highly publicized scandals in corporate America. Such Act
and rules and regulations promulgated by the SEC thereunder contain a number of
provisions affecting public companies like the Company, including (i) provisions
requiring specific individual management certifications as to the accuracy of
the Company's periodic reporting (Forms 10-Q and 10-K) to the Securities and
Exchange Commission (the "SEC") and specific individual management
certifications to the SEC as to the design, implementation and evaluation as to
effectiveness of the Company's disclosure controls and procedures intended to
assure timely and accurate periodic reporting. Further, such Act requires
reports and certifications to the SEC as to the effectiveness of the Company's
internal control over financial reporting, as well as other matters pertaining
to internal controls, and will also require as of our 2005 fiscal year end that
our independent

                                       -4-

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auditors report on and attest to management's assessments as to internal control
over financial reporting.

        Internal Control Guidelines--Under the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder "internal control over financial
reporting" consists of a company's policies and procedures that are designed and
operated to provide reasonable assurance about the reliability of the company's
financial reporting and its processes for preparing financial statements in
accordance with generally accepted accounting principles. It also includes
policies and procedures that pertain to the maintenance of accounting records,
the authorization of receipts and disbursements and the safeguarding of assets.
To be effective, internal controls must be designed properly and all the
controls necessary to provide reasonable assurance about the fairness of a
company's financial statements should be in place and performed by qualified
people who have the authority to implement them. Specifically, the rules under
the Sarbanes-Oxley Act contemplate, as internal controls, policies and
procedures that

        .       pertain to the maintenance of records that in reasonable detail
                accurately and fairly reflect the company's transactions and
                dispositions of assets

        .       provide reasonable assurance that transactions are recorded as
                necessary to permit preparation of financial statements in
                accordance with generally accepted accounting principles and
                that receipts and expenditures are being made only in accordance
                with authorizations of management and directors

        .       provide reasonable assurance regarding prevention or timely
                detection of unauthorized acquisition, use or disposition of
                assets that could have a material effect on the financial
                statements.

        OYO Geospace has established accounting policies, systems, controls and
records for authorizing, executing and recording, accurately, fairly and in
reasonable detail, all transactions involving the Company's assets and
liabilities. In addition, the Company has established physical and
administrative controls for access to its assets and will periodically reconcile
its recorded and existing assets. Further, the Company has in place procedures
and controls as to its disclosure process. These policies and controls have been
established according to the Company's internal needs, generally accepted
accounting principles and various laws and regulations, including the FCPA and
the Sarbanes-Oxley Act and rules and regulations under both such Acts. The
Company's Chief Financial Officer has on-going responsibility to audit
compliance with such policies and controls and to discuss such matters with, and
to report exceptions to, the Audit Committee of the Board of Directors and the
Company's legal counsel and/or independent auditors.

        .       Compliance. No officer, employee or other person acting on
                behalf of the Company will engage in any activity that
                circumvents the Company's accounting policies or systems of
                internal controls or its disclosure controls and procedures.

                                       -5-

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        .       Illegal Payments. No officer, employee or other person acting on
                behalf of the Company will in any way offer, promise, make or
                cause to be offered or made, illegal payments, illegal
                contributions (or other contributions prohibited hereby) or
                other illegal disbursements or gifts.

        .       Internal Accounting Controls. Accounting practices are to be
                conducted in full compliance with the accounting, record keeping
                and internal control requirements of the FCPA, the
                Sarbanes-Oxley Act and related rules and regulations.

        .       Cash Disbursements. Company policy prohibits cash disbursements
                except for nominal disbursements drawn from established and
                properly recorded petty cash accounts. Upon receipt of
                appropriate documentation and authorization, all checks will be
                drawn only to the ultimate payee. No checks will be drawn to
                cash or bearer. A procedure exists for granting exceptions to
                this policy, but the excepted transaction or transactions must
                be approved in advance by the Company's Chief Financial Officer
                or designee thereof.

        .       Consulting Services and Review Procedures. The experience of
                American companies operating abroad is that problems relating to
                the FCPA, particularly its antibribery provisions, are most
                likely to occur in the use of foreign representatives,
                consultants, agents or other intermediaries. For this reason,
                the Company has adopted mandatory procedures that must be
                followed before a representative, consultant or agent can be
                retained. For purposes of these procedures, a representative,
                consultant or agent is any person or company who renders
                business, professional or technical advice or assists in
                facilitating relationships between the Company and any other
                person or otherwise acts as an intermediary compensated by the
                Company in any manner, directly or indirectly.

                A representative, consultant or agent cannot be retained without
                the prior approval of the Company's Chief Executive Officer or
                the designee thereof, unless the services being rendered will be
                performed solely in the United States or Canada. Before this
                approval will be granted, the form of a written contract between
                the Company and the representative, consultant or agent must be
                submitted and it must be confirmed that the representative,
                consultant or agent is not a government official, party official
                or candidate for office and is technically able to perform the
                services for which the representative, consultant or agent is
                contracting to perform.

        .       Reporting and Review Procedure. Any officer, employee or other
                agent of the Company who thinks (i) a transaction may be
                illegal, (ii) that a deficiency exists or a circumvention is
                occurring as to the Company's disclosure controls and procedures
                or internal controls or (iii) that an event has occurred that
                may need specific attention as to the necessity for disclosure,
                must report this possibility to his supervisor, who in turn
                should consult with the Company's Chief Executive Officer or
                Chief Financial Officer. If either officer, after conferring
                with legal

                                       -6-

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                counsel, or if the reporting person, believes it is necessary,
                then such person may request a review by notifying the Audit
                Committee of the Board of Directors of the Company.

                When a review is requested, the Audit Committee will inform
                management and those involved in any pending transaction that
                the transaction cannot proceed until the issue has been
                resolved.

                Under the direction of the Chief Financial Officer or another
                designee of the Audit Committee, with the assistance of legal
                counsel, a review will be commenced and completed as promptly as
                is reasonably possible, and a report will be given to the Audit
                Committee, which shall then take appropriate action to resolve
                the issue.

                All appropriate persons, including the reporting individual,
                will be informed as to how the issue is resolved. If the review
                procedure results in a favorable decision as to a pending
                transaction, then such transaction may proceed.

3.      ANTITRUST

        Federal and state antitrust laws are designed to preserve and foster
fair and honest competition within the free enterprise system. To accomplish
this goal, the language of antitrust laws is deliberately broad, prohibiting
such activities as "unfair methods of competition" and agreements "in restraint
of trade." Such language gives enforcement agencies the right to examine many
different business activities to judge their effect on competition. Areas of
concern include costs, prices, discounts, terms or conditions of sale,
distribution, production, sales areas, customers, potential customers and
suppliers.

        Policy--Company policy requires full compliance with all antitrust laws.
No employee, under any circumstance, has the authority (actual, apparent or
otherwise) to authorize a violation of law. Further, Company policy requires all
persons acting on OYO Geospace's behalf to avoid even the appearance of conduct
or activities contrary to antitrust laws. Anyone who violates the law, or
knowingly permits a subordinate to do so, is subject to Company disciplinary
action, including demotion or dismissal.

        Criminal penalties and civil remedies for antitrust violations are
severe for both the Company and the individual. They include the following:

        Criminal Penalties

        .       imprisonment of individuals for up to three years for each count
                of a criminal conviction which the court may determine, to be
                served concurrently or consecutively

        .       fines against the Company for each count of conviction in an
                amount that can be millions of dollars

                                       -7-

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        .       fine against individuals in substantial amounts for a conviction
                of a single count

        .       under certain circumstances, corporate or organizational
                probation for all criminal antitrust violations (and other
                corporate felonies), for one to five years, including a fine,
                restitution or community service, that the organization will not
                commit any further federal, state or local crimes during the
                period of probation, plus other recommended conditions, such as
                mandatory publicity of the conviction or compliance with a
                compliance and protection program. One of the circumstances
                requiring mandatory corporate probation is the nonexistence of a
                compliance and detection program.

        Civil Remedies

        .       payment of triple damages, plus reasonable attorney's fees and
                litigation costs awarded for each separate claim in a civil
                action, to firms or individuals injured by the violation

        .       injunctions or consent decrees prohibiting certain activities.
                Consent decrees can seriously limit a firm's future freedom to
                engage in business activity and can be applied across a broader
                scope than was involved in the original violation.

        The points discussed herein do not include every instance in which these
federal laws or state antitrust laws may apply.

        If you have questions or are uncertain about how the law may apply to a
specific activity, contact your supervisor, the Chief Executive Officer or the
Chief Financial Officer. We want you to ask questions and seek advice.

        Areas of Potential Exposure--Two areas where antitrust violations can
occur are in relations with competitors and in relations with customers and
suppliers.

        .       Relations with Competitors. Probably the greatest danger for
                violations of the antitrust laws rests in contacts with
                competitors. The laws make illegal any agreement or
                understanding, expressed or implied, written or oral, which
                restricts competition or interferes with the ability of the free
                market system to function properly, basically any agreement that
                restrains trade. In the eyes of the law, good intentions,
                customer benefits and consumer benefits do not justify or excuse
                antitrust violations.

                Communications between representatives of competitors should be
                avoided unless they concern a true customer-supplier
                relationship, other legitimate business ventures or legal and
                proper trade association activities. A formal agreement with a
                competitor does not have to exist in order to prove a conspiracy
                to violate antitrust laws. A general discussion followed by
                common action can be enough to show implied agreement. In an
                investigation, every written or oral communication is subject to
                scrutiny. In fact, courts have sometimes referred to

                                       -8-

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                "knowing winks" and "willing nods," pointing out tacit
                agreements in restraint of trade.

                Accordingly, you must not engage in any communications with
                competitors that could result, or even appear to result, in

                        .       price-fixing

                        .       bid-rigging (including "complimentary bidding")

                        .       allocation of customers, markets or territories

                        .       boycotts

                        .       production limits to restrain trade.

        The antitrust laws recognize your need to be aware of market conditions,
        and, subject to the restrictions described below, you may generally
        discuss these with customers and others, provided they are not
        competitors.

        .       Relations with Customers and Suppliers. Generally speaking, we
                have an unrestricted right to choose our customers and
                suppliers. But, there are antitrust pitfalls in this area. The
                biggest danger is an allegation that, through an understanding
                or threat, we have improperly restricted a customer's freedom to
                establish its own prices or terms of sale. You should avoid all
                conduct or activities suggesting that to be the case or giving
                such an appearance. You must also avoid any agreement (or
                appearance of an agreement) with a supplier that establishes the
                price or terms of sale at which we sell our products, and you
                should avoid complaining to a supplier about the prices charged
                by his other customers with whom we compete.

                By law, a supplier cannot interfere with a customer's freedom to
                determine its own resale prices, cash discounts, profit margins
                and other terms and conditions of sale. Furthermore, a supplier
                acting in concert with a customer cannot interfere with the
                business decisions of another customer. Resale price-fixing
                agreements can be proven by circumstantial evidence, and any
                criticism of a particular price level can be argued to have been
                a threat. You should also avoid discussions of one customer's
                prices with another or with a supplier, since such discussions
                can be interpreted as an implied demand that a particular price
                be established.

                Tie-in sales and reciprocal dealing are other potential danger
                areas where caution should rule. Tie-in or tying sales or
                arrangements are those in which a customer must purchase one
                product or service in order to be able to purchase another or a
                supplier must sell one product or service in order to sell
                another. Reciprocal sales can be described as "you buy from me
                because I buy from you." Any activity that may involve these
                areas should be reviewed and approved by the Chief Executive

                                       -9-

<PAGE>

                Officer or the designee thereof before being discussed with a
                customer or a supplier.

        Seeking Advice--The preceding discussion is by no means an exhaustive
list of areas where antitrust laws apply. If you have questions about a specific
business activity, consult with your supervisor, the Chief Executive Officer or
the Chief Financial Officer. Remember, we want you to ask questions.

4.      POLITICAL PARTICIPATION

        Participation in the political process is one of every citizen's most
basic rights. Federal and state laws, however, limit the nature and extent of
individual and corporate political participation. For example, federal law and
the laws of many states prohibit corporate contributions to political candidates
or officeholders.

        It is against Company policy to use Company funds or other Company
assets to make political contributions to candidates for political office or to
officeholders. This policy applies even in states where the law may permit
corporate political contributions. In addition, you must obtain the approval of
the Chief Executive Officer or the Chief Financial Officer before allowing any
OYO Geospace facilities to be used for political purposes.

        Federal law and Company policy also state that no one will be reimbursed
for personal political contributions. Personal compensation will not be altered
in any way under any circumstances to reflect such contributions.

        While corporate policy does not prohibit political contributions that
are legal under the laws of foreign countries where the contribution may be made
as well as under the FCPA, such a donation requires the approval of the Chief
Executive Officer and the Chief Financial Officer.

        Personal Political Participation--The Company encourages employees to
participate in their national or local political process, as they so desire.
They may make personal political contributions or communicate their personal
beliefs to elected officials.

        It is important, however, to distinguish between personal and corporate
political activities. As a responsible corporate citizen, OYO Geospace may speak
out on issues of importance to the Company. Senior management is responsible for
developing the Company's position on relevant legislative and regulatory issues,
and the Company's government relations representatives are responsible for
communicating these positions to government officials as directed by management.

        Unless you are specifically requested by the Company to represent it
before legislative or other government bodies, be sure you clearly label any
personal communication with legislators as your own beliefs. If you are
contacted by legislators or regulators regarding the Company's position on
public issues, you should refer them to the Chief Executive Officer or the Chief
Financial Officer.

                                      -10-

<PAGE>

        Media Relations--Employees may be asked by representatives of the news
media for information concerning the Company's position on issues or about
matters pertaining to the Company's business. Employees should refer these and
all other requests from the news media to the Chief Executive Officer or Chief
Financial Officer.

        In addition, employees may not release information to the news media
about Company activities or the activities of other employees. The Company has
established systems and procedures for responding to news media requests and for
obtaining management approval for public statements. If an activity merits or
requires public disclosure, its release will be handled by the Chief Executive
Officer or Chief Financial Officer.

5.      EMPLOYEE LOYALTY

        OYO Geospace expects its employees to serve the Company with undivided
business loyalty. You are expected to put the Company's interests ahead of any
other business and commercial interest you may have as an individual. You also
should avoid situations in which a conflict of interest could arise.

        Conflict of Interest--A conflict of interest exists when there is a
conflict between an individual's obligation to the Company and personal
self-interest. Other potential conflicts arise in situations where a
competitive, regulatory or adversary relationship could exist. Employees should
not use their position with OYO Geospace, or information acquired in that
capacity, in a manner (1) that may create a conflict of interest or the
appearance of a conflict of interest between the employee's personal interests
and the Company or (2) which directly or indirectly benefits the employee or the
employee's immediate family.

        Generally speaking, employees should not engage in activities that

        .       compete with any of the Company's lines of business

        .       provide service or assistance to a competitor

        .       interfere with the performance of job duties.

In addition, you should not use Company assets for your personal gain. The work
you do for the Company belongs to the Company. You may not exploit inventions,
patents, copyrights or other intellectual property or proprietary information or
trade secrets belonging to the Company.

        This policy is based on the legal principle that requires directors,
officers and employees who handle Company money or property, or who transact
Company business, to serve the Company with undivided loyalty. These individuals
are strictly prohibited from taking what in all fairness belongs to the Company.
If a business opportunity should belong to OYO Geospace, taking it for personal
gain is considered taking a corporate asset.

        Specifically, you should not participate in, and no member of your
immediate family should participate in, any of the following activities without
prior written approval:

                                      -11-

<PAGE>

        .       selling or brokering products or services for any competing
                enterprise

        .       accepting a position or arrangement in or with any competing
                business

        .       using Company copyrights, trade names or other intellectual
                property or proprietary information without permission

        .       engaging in land or property transactions in which the Company
                may have an interest

        .       acquiring an equity interest (including stock or stock options),
                or engaging in any other business or financial arrangement with,
                a business engaged in purchases from or sales to the Company or
                in competition with the Company, except, of course, for equity
                interests in public companies that are not significant ownership
                positions therein.

        Trading in publicly traded securities usually is not a conflict of
interest. But see "Securities Trading and Disclosure" hereinafter. If you have
questions about this policy, contact the Company's Chief Executive Officer or
Chief Financial Officer.

        In addition, employees should obtain the written approval of the Chief
Executive Officer or the designee thereof before serving as an officer or
director of a business other than OYO Geospace or its subsidiaries (if any) and
other charitable, civic and similar organizations whose activities do no
conflict with the interests of OYO Geospace and which do not impose excessive
time demands.

        Intellectual Property and Computer Law--OYO Geospace has made a large
investment in the development of software, trademarks, service marks, trade
names, patents, copyrights, trade secrets and other valuable intellectual
property. The continued success of the Company is dependent upon the successful
commercial development and exploitation of its intellectual property. Every
employee is responsible for insuring that these valuable assets are protected
and preserved.

        Most intellectual property created by an employee will be "work for
hire" and OYO Geospace will automatically own all rights in what the employee
creates. In some cases, however, an employee may be asked to sign a separate
document transferring the employee's rights to the Company. An employee will be
required to sign the transfer document when the invention or other work being
transferred was created by the employee during the time the employee was working
for OYO Geospace.

        Infringement of other parties' intellectual property rights is both
expensive and illegal. It is OYO Geospace's policy to avoid unauthorized use of
other companies' or people's proprietary intellectual property, including
trademarks, service marks, patents, copyrights, and trade secrets.

        Therefore, employees are instructed as follows:

                                      -12-

<PAGE>

        .       Employees should not use OYO Geospace trademarks or service
                marks in any way other than as a capitalized adjective, or fail
                to accompany trademarks or service marks with the proper
                designation.

        .       Employees should affix a proper copyright notice to any piece of
                OYO Geospace's intellectual property, including but not limited
                to computer software developed by OYO Geospace or its
                contractor.

        .       Employees responsible for purchasing and/or managing software
                should be familiar with the terms of software licenses and
                should take steps to ensure that users of the software are
                familiar with any contractual limitations on use.

        .       Employees should not knowingly make unauthorized copies of
                software, use it in a manner, at a location, or on any machine,
                that is not authorized by the terms of the license agreement. As
                an example, employees should not bring software from home to use
                on their personal computers at work.

        .       Unless approved by appropriate management personnel, employees
                should not engage outside consultants or developers without
                adequate protection of the intellectual property rights of OYO
                Geospace.

        .       Employees should respect the intellectual property rights of
                other companies and persons and not knowingly misappropriate
                such property.

        Ethical Standards--All of the Company's activities must be performed
based on the highest ethical standards. To assure this goal, employees should
avoid any relationship with other businesses that could impair or unduly
influence their ability to discharge their duties properly. The appearance of a
conflict often can be as damaging as an actual conflict. A good general rule is
to avoid any action or association that would be embarrassing to you or the
Company if it were disclosed to the public.

        Gifts and Bribes--Gifts and entertainment represent an area of potential
conflict in situations where a competitive, regulatory or adversary relationship
could exist. Giving or accepting gifts and entertainment can be construed as an
attempt to unduly influence the relationship. It should be noted that many
states and foreign countries have so-called "commercial bribery" statutes that
prohibit bribes in private business, and some federal criminal statutes can be
extended to cover such activities. Generally, you should not make or accept
gifts of more than nominal value or entertainment of greater than usual or
customary expense. Gifts of money, stock, bonds or similar items are never
permissible. Your judgment can help tell you (1) when a gift is improper and
should be refused to prevent embarrassment to everyone and (2) when to avoid
what may be an unintentional violation of the law. In addition, you should never
receive or provide any gifts or entertainment when there is any obligation to
"pay back" on the part of the recipient. Employees should report any instance in
which they have been offered something they cannot accept under this Code to
their supervisor as soon as possible.

                                      -13-

<PAGE>

        Business entertainment is an ambiguous area. Picking up the check (or
letting someone else pay the tab) for a business lunch or dinner or a trip to a
sporting event or other event is usually permissible. However, a clear business
purpose should be involved. Employees will be reimbursed for reasonable travel
and entertainment expenses incurred for the benefit of the Company which are
ordinary and necessary, legally incurred and properly authorized, reported and
approved.

        Gratuities and Government Employees--Federal and state laws restrict the
ability to give gratuities to government employees, including politicians. These
laws specifically prohibit giving a gratuity to a government employee in
connection with a business transaction. Procurement and contracting officers,
inspectors, auditors and even local officials who issue permits or grant zoning
variances are examples of government employees frequently dealt with, but any
government employee can be included in this prohibition. The laws could be
violated if anything of value is given to a government employee even if there is
no intent to influence an official action or decision. While it is possible that
there may be some "tolerance" under certain federal bribery laws for the giving
of small "good will" type items, to avoid gray areas the Company's policy
prohibits all such activities.

        A limited exception to the prohibition permits certain entertainment of
public officials in connection with lobbying efforts and closely related public
affairs work. However, applicable laws and rules restrict even this exception
and, under certain conditions, impose even more stringent controls, such as
requirements to register as lobbyists and to report expenditures. Therefore, no
employee should entertain a public official or otherwise engage in lobbying
efforts without authorization from OYO Geospace's Chief Executive Officer or
Chief Financial Officer.

6.      SECURITIES TRADING AND DISCLOSURE

        Insider Information--Publicly traded companies generally are required,
subject to certain narrow exceptions, to provide full and fair public disclosure
on a timely basis of any activities or events which would materially affect the
value of their securities.

        In the normal course of business, some OYO Geospace employees may have
access to information about such activities or events (including information as
to both activities undertaken by OYO Geospace itself and activities undertaken
by others) before it becomes public knowledge. Until it is released to the
public, this knowledge is considered "inside" information and must be kept
confidential. In general, federal securities laws may be viewed as designed to
protect the public by preventing anyone with access to inside information from
exploiting this knowledge. If you are aware of any material information relating
to the Company that has not been made available to the public for at least two
full business days, you must not trade directly or indirectly in the Company's
securities or disclose ("tip") such information to another person who is likely
to trade in the Company's securities. Serious criminal and civil penalties
attach to "insider" trading and "tipping".

        You should assume that information is "material" if an investor might
consider the information to be important in deciding whether to buy, sell or
hold securities of the Company.

                                      -14-

<PAGE>

A good question to ask is "will the information when disclosed be likely to
affect the price for the Company's securities?" Information may be important for
this purpose even if it would not alone determine an investor's decision. Some
(but not all) of the matters which may be material are earnings forecasts and
undisclosed past financial results, possible acquisition or disposition of a
business or formation of a joint venture or other strategic relationship,
acquisition or loss of a significant supplier or customer or contract therewith,
dividend actions, important product developments, significant financing
developments, major personnel changes, major litigation developments, changes in
the Company's capital structure (debt or equity) and the status of any labor
negotiations. We emphasize that this list is merely illustrative. When there is
any doubt, please consult with the Chief Executive Officer or Chief Financial
Officer; we recommend a conservative attitude in these regards. You may not act
on this information or release it to anyone else, including relatives, friends,
co-workers or stockbrokers, until the information has been disclosed publicly
and the public has had time to react to it.

        Similarly, if you are aware of nonpublic information concerning a
possible significant transaction between the Company and another public company,
you must not disclose that information to persons outside of the Company and you
must not trade directly or indirectly in securities of the other company until
such information has been publicly disclosed or until the possibility of such a
transaction has been permanently terminated.

        Penalties for violations are severe and include

        .       criminal fines and imprisonment

        .       judgment in favor of a damaged investor ordering the violator to
                pay over any profits made from trading on the information and
                possible payment of damages

        .       in certain cases, judgment in favor of the Company ordering the
                violator to pay over any profits made from the transaction, and
                possible payment of damages

        .       court injunction

        .       administrative sanction

        .       civil penalties of up to three times the amount of profit gained
                or loss avoided.

        OYO Geospace may even have allegations made, and civil penalties sought,
against it under certain circumstances in connection with violations by its
employees.

        While the nature of their duties means that some employees have greater
knowledge or access than others to material Company information, the rules apply
to anyone who has direct or indirect access to material nonpublic information.
This includes everyone from officers and directors of the Company to clerical
staff and secretaries who may type confidential memoranda or technical personnel
who may work on new projects.

                                      -15-

<PAGE>

        Insider Trading Guidelines--The following guidelines are intended to
help you comply with the rules regarding inside information.

        .       Regardless of the motive or purpose involved, Company personnel
                should not discuss internal information about the Company (i)
                with anyone outside the Company, except as required in the
                performance of regular Company duties and (ii) with anyone
                inside the Company except on a "needs to know" basis.

        .       Do not disclose sensitive or nonpublic information to anyone
                outside the Company regardless of your view as to its
                materiality. The Company has standard procedures for the release
                of information where appropriate, necessary or required. No
                disclosure should be made without following these procedures.
                Communications on behalf of the Company with the media,
                securities analysts and other investors must be made only by
                specifically designated representatives of the Company. Unless
                you have been expressly authorized to make such communications,
                if you receive any inquiry relating to the Company from the
                media, a securities analyst or an investor, you should decline
                commenting and refer the inquiry to the Company's Chief
                Executive Officer or Chief Financial Officer.

        .       You should not buy or sell OYO Geospace securities (or options
                therefor), or direct someone else to buy or sell them for you,
                when you have knowledge of material inside information which has
                not been made public. After it has been made public, you cannot
                act on the information until the public has had time to react to
                it.

        .       You should not trade in another company's stock, options or
                other securities if you believe that their value will be
                affected by OYO Geospace's plans, activities or business or a
                transaction with OYO Geospace.

        Insider Trading Blackout Period--To ensure compliance with this Code of
Conduct and applicable federal and state securities laws, the Company requires
that all directors, officers and employees who receive monthly financial
information as to the Company refrain from conducting transactions involving the
purchase or sale of the Company's securities during the following periods (the
"Blackout Period"):

        Blackout Period: The period in any fiscal quarter commencing twenty days
        prior to the last day of any fiscal quarter and ending at the close of
        business on the third business day following the date of public
        disclosure of the financial results for such fiscal quarter or year.
        (These periods will usually include March 11 through April 30, June 10
        through July 31, September 10 through November 15, and December 11
        through January 31.)

        The safest period for trading in the Company's securities, assuming the
absence of possession of material, non-public information, is generally the
first ten or so business days following the end of a Blackout Period. The
Blackout Periods are particularly sensitive periods of time for transactions in
the Company's stock from the perspective of compliance with

                                      -16-

<PAGE>

applicable securities laws, and while they are not mandatory for all employees,
all employees are directed to use caution during such periods in connection with
any transaction in Company securities.

        The purpose behind the Blackout Periods is to help establish a diligent
effort to avoid any improper transactions. All officers, directors and employees
who receive monthly consolidated financial information must comply with the
Blackout Period restrictions. Each person is individually responsible at all
times for compliance with the prohibitions against insider trading. Trading in
the Company's securities outside a Blackout Period should not be considered a
"safe harbor," and all directors, officers and employees should use good
judgment at all times.

        From time to time, the Company may also recommend that directors,
officers, selected employees and others suspend trading because of developments
known to the Company and not yet disclosed to the public. In such an event,
selected persons are advised not to engage in any transaction involving the
purchase or sale of the Company's securities during this period and should not
disclose to others the fact of such suspension of trading.

        Pre-Clearance of Trades--The Company has determined that all officers
and directors, and certain other employees of the Company (who receive monthly
consolidated financial information or who have been specifically instructed)
should refrain from trading in the Company's securities, even outside of the
Blackout Periods, without first complying with the Company's "pre-clearance"
process. Each such person should contact the Company's Chief Financial Officer
prior to initiating any purchase or sale of the Company's securities. The
Company may also find it necessary, from time to time, to require compliance
with the pre-clearance process by certain employees, consultants and contractors
other than and in addition to the foregoing persons.

        Applicability Policy--With regard to insider trading, this Code applies
to all transactions in the Company's securities, including common stock and any
other securities the Company may issue from time to time, such as preferred
stock, options, warrants and convertible debentures, as well as to derivative
securities relating to the Company's stock, whether or not issued by the
Company, such as publicly-traded options. As discussed above, it also applies to
such securities of any other company.

        The Code as to insider trading applies to all officers of the Company,
all members of the Company's Board of Directors and all employees of,
consultants to, and other persons associated with the Company and its
subsidiaries who receive or have access to material non-public information (as
defined above) regarding the Company. This Code as to insider trading applies
not only to the above group of people but also to members of their immediate
families, members of their households, entities controlled by them and any
person who receives material, non-public information from any insider.

        If you have any questions about what information is considered inside
information or material information or whether the rules apply to you, consult
your supervisor, the Chief Executive Officer or the Chief Financial Officer.
Violation of the Company's insider trading

                                      -17-

<PAGE>

policies by employees will also result in disciplinary action, which could
include termination of employment with the Company.

        Communicating With Securities Analysts and Investors--Securities laws
generally focus on ensuring that investors are given full and fair disclosure
about the public companies in which they invest. Although these laws impose an
affirmative duty on public companies to make disclosures to the market under
certain circumstances, disclosures to analysts and investors are completely
voluntary and these groups generally owe no fiduciary duty to companies to keep
disclosures confidential absent a confidentiality agreement. Notwithstanding the
noncompulsory nature of such communications, OYO Geospace spokespersons must be
cognizant of the special problems that may create liability for the company when
it chooses to open its channels of communication to analysts and investors.

        The Securities and Exchange Commission has adopted rules governing
"Selective Disclosure and Insider Trading" which became effective October 23,
2000. These rules are referred to as Regulation FD (Fair Disclosure). The
regulation provides that when an issuer of public securities, or person acting
on its behalf, discloses material nonpublic information to securities market
professionals and/or holders of the issuer's securities, it must make
simultaneous public disclosure of that information.

        This policy documents how OYO Geospace will respond to questions and
other communications to/from securities analysts and investors (including
potential investors).

        Designated Spokesperson--Public communications should be both consistent
and concise. Before being publicized, the company's written communications
generally receive considerable scrutiny from its Board of Directors, legal
counsel and auditors. Great care is taken to determine the appropriate language
needed to convey the event or events being communicated, as well as to be silent
on any confidential matters not yet appropriate for public disclosure.

        Generally, public communications may be followed-up by inquiries from
interested analysts, investors or other third parties. To ensure consistent
communications to all interested parties outside the company, we have limited
the number of "story tellers" within the OYO Geospace organization. The company
has designated only its Chief Executive Officer and Chief Financial Officer to
respond to such inquiries.

        Material Nonpublic Information--OYO Geospace spokespersons may not
disclose material nonpublic information to analysts and investors without
simultaneously disclosing that information publicly. Any dissemination of such
information must be in a manner sufficient to ensure its availability to the
investing public to promote market efficiency through equal access to
information. Because disclosures to one or a group of analysts or investors are
viewed as improperly favoring one group of investors, these "selective"
disclosures do not satisfy the broad dissemination standard required for
disclosing material information and may result in liability to our company.

                                      -18-

<PAGE>

        Material nonpublic information can take many forms. Information that
will often be considered material includes:

        .       Earnings information (reports or projections, both favorable and
                unfavorable)

        .       Pending mergers, acquisitions, tender offers, joint ventures or
                changes in assets

        .       New products, contracts or discoveries, or developments
                regarding customers or suppliers

        .       Changes in control or in management

        .       Change in auditors

        .       Events regarding the company's securities (defaults, calls for
                redemption, repurchase plans, stock splits, changes in
                dividends, public or private sales of additional securities)

        Private Communications with Analysts and Investors-Reports and
Models--Communications with analysts sometimes take the form of reviewing or
correcting statements contained in reports and reviewing models of the company's
historical and estimated future earnings. Assisting with the drafting,
reviewing, revising or disseminating such reports or projections may cause a
company to inadvertently assume a duty to correct information published by an
analyst if it is or becomes incorrect, and a company may be held liable for
statements made in the reports if that information is materially false and
misleading and can be legally attributed to the company.

        It is preferable for the OYO Geospace spokesperson to avoid any comment
on such documents. However, at his/her discretion, an OYO Geospace spokesperson
may comment on such reports or projections only with regard to historical facts
and general industry data that has been widely disseminated. Any comments on
future financial or business activities, whether positive or negative, must be
avoided.

        Earnings Projections--Analysts and investors will often ask for
commentary regarding the accuracy of future earnings projections (either their
own internal projections or those of a consensus).

        The SEC has taken the position that giving any guidance on earnings
should be avoided because it is likely to be material. Explicit statements
indicating that an estimate is "ballpark", "too high" or "too low" must be
avoided. Even implicit guidance, such as suggestions to "rethink" an earnings
estimate should be avoided.

        This policy prohibits any OYO Geospace spokesperson from commenting on
the accuracy of future earnings projections. Any inquiries from analysts and
investors should be answered with "It is our company's policy not to comment on
earnings estimates unless we choose to do so publicly in a broadly disseminated
fashion".

                                      -19-

<PAGE>

        Rumors--Often the company's spokesperson will be asked to comment on
rumors. While a company is not ordinarily required to comment on rumors if it
did nothing to contribute to them, a company can be held liable for rumors even
without leaking information if its actions in responding to rumors are
misleading. For example, if a company denies rumors that are false and then
takes a "no comment" position on rumors that are true, its actions may be
criticized and challenged. For this reason, the OYO Geospace spokesperson should
always respond to market rumors with "It is our company's policy not to comment
on market rumors".

        Planned Communications--If OYO Geospace intends to open its doors to
analysts' inquiries through a conference call or by other means, it should
anticipate questions that will be asked and formulate written preplanned
responses. Having a "script" to follow eases the possibility of inadvertently
disclosing material information. The OYO Geospace spokesperson should make every
attempt to identify the types of questions that the company will, and will not,
entertain and be prepared to answer in a consistent way those questions it will
entertain.

        Public Disclosures-Cautionary Language--Except for certain documents
filed with the SEC (particularly as "Management's Discussion and Analysis"
requirements focus on known trends and uncertainties), OYO Geospace is generally
not required to make forward-looking disclosures. To the extent that OYO
Geospace makes any forward-looking disclosures, it should use cautionary
language to put the analyst or investor on notice that the statement potentially
lacks reliability. The spokesperson should avoid using vague, blanket or
boilerplate language because such statements merely warn the reader that the
investment has risks and ordinarily will be inadequate to prevent
misinformation. To suffice, the cautionary statements must be substantive and
specifically tailored to the risks involved. All OYO Geospace forward-looking
disclosures should be accompanied by appropriate language sufficient to give us
the safe-harbor protections afforded by securities laws.

        Full and Fair Disclosure--If OYO Geospace decides that it must make
certain disclosures, it must follow the concept of full and fair disclosure.
Half-truths should be avoided and all relevant information related to the
disclosure should be revealed so that the statement is not misleading. The four
"golden maxims of disclosure" are: tell the truth, tell the whole truth, tell it
plainly, and tell what it means. Full and fair disclosure can only be achieved
if our spokespersons monitor and track disclosures that have been previously
made in both formal SEC filings and informally to analysts and others so that
they will continuously appreciate the "total mix" of information available to
investors.

        Intention to Update--To minimize the risk that OYO Geospace will be
found liable for failing to update prior statements, any forward-looking
disclosures should include language disclaiming an intention to update so that
the investment community is put on notice that it should not rely on the
continued accuracy of the statement. While we do not intend to update
forward-looking information, we will monitor the circumstances so that we can
reconsider that intention if we feel it advisable.

                                      -20-

<PAGE>

7.      HUMAN RESOURCES

        OYO Geospace recognizes that its greatest strength lies in the talent
and the ability of its employees. These goals have been established to guide the
Company's activities in employee relations; it is the Company's on-going policy

        .       to provide equal opportunity for employment and advancement on
                the basis of ability and aptitude without regard to race, color,
                creed, age, sex, sexual orientation, disabilities or national
                origin

        .       to protect the health and safety of employees in their work
                environment

        .       to compensate employees fairly, according to their performance
                and to provide benefits within the framework of prevailing
                practices.

        OYO Geospace's policy prohibits racial, ethnic, religious or sexual
harassment of employees or applicants.

        Racial, ethnic and religious harassment includes such conduct as slurs,
jokes or intimidation. Sexual harassment includes unwelcome sexual advances or
other verbal or physical conduct of a sexual nature when

        .       submission to such conduct is made, either explicitly or
                implicitly, a term or condition of an individual's employment

        .       submission to or rejection of such conduct by an individual is
                used as the basis for employment decisions affecting such
                individual

        .       such conduct has the purpose or effect of unreasonably
                interfering with an individual's work performance or creating an
                intimidating, hostile or offensive working environment.

        Any questions about this policy, any complaint by an employee or
applicant who is subjected to harassment, or any information concerning
potential harassment, whether sexual or on the basis of race, religion or
national origin, should be directed to the Chief Executive Officer or the
designee thereof. All reports can be made without fear of reprisal, and
appropriate confidentiality will be maintained. Each report will be immediately
investigated. If a violation of Company policy is found, corrective action will
be taken and the offending employee will be subject to disciplinary action,
which may include dismissal.

8.      SUBSTANCE ABUSE

        OYO Geospace is alarmed at the growing trend of substance abuse and the
harmful effects it has on individuals and our society. The Company does not
condone nor will it tolerate illegal drug use or abuse of alcohol or other
legally controlled substances by its employees.

                                      -21-

<PAGE>

        To protect the health and welfare of its employees, customers, neighbors
and others with whom it has relationships, OYO Geospace has adopted the
following practices and procedures.

        .       The possession, use, sale, manufacture, distribution,
                dispensation or purchase of unauthorized or illegal drugs or
                substances, or the abuse or misuse of legal drugs or alcohol on
                Company premises, while on Company business or during working
                hours, is prohibited.

        .       Any employee under the influence of drugs or alcohol while on
                Company premises, while on Company business or during working
                hours is subject to disciplinary action, including termination.

        .       Unlawful actions which discredit the Company involving illegal
                drugs, controlled substances or alcohol during non-working hours
                are grounds for disciplinary action, including termination.

        .       A medical screen for drugs may be included as a condition of
                employment in any physical examination provided by the Company,
                including pre-employment, executive and work-related physical
                examinations. Further, employees performing jobs involving
                safety and health concerns may be notified by management that
                periodic or mandatory random testing for drug use will be
                conducted. Confirmed positive test results are grounds for
                disciplinary action, including termination, or for denial of
                employment.

        .       The Company may require appropriate medical screens as a
                condition of continued employment if suspicion exists that an
                employee's work performance or safety is impaired by the use of
                drugs or alcohol.

        .       The Company may inspect or search employees' possessions on
                Company premises to assure a drug-free work environment.

        .       Refusal to cooperate with these procedures, including
                appropriate medical screens, may result in disciplinary action,
                including termination. . Employees who suffer from a substance
                abuse problem are urged to seek assistance by contacting OYO
                Geospace's Human Resources Department. Records associated with
                substance abuse counseling or the Employee Assistance Program
                and the results of drug and alcohol tests will be kept
                confidential, except to the extent disclosure is required by
                law.

        The law and our policy require any employee working on a federal
contract who is convicted of violating a criminal drug law while on Company
premises to promptly report the conviction to OYO Geospace's Human Resources
Department. Any employee so convicted may be required to participate in a
substance abuse rehabilitation program.

                                      -22-

<PAGE>

9.      HEALTH, SAFETY AND ENVIRONMENT

        Regulations--Numerous environmental regulations designed to protect
human health and the environment affect nearly every aspect of OYO Geospace's
business. Failure to comply with the regulations can result in the imposition of
civil penalties against OYO Geospace and its employees. The penalties that may
be imposed under the various regulations are up to thousands of dollars per day
per violation. Criminal sanctions may also be imposed upon individuals, with
resultant penalties including possible imprisonment. The environmental statutes
also prohibit OYO Geospace from reimbursing any employee for fines imposed
against the employee by the government for violations of environmental laws.

        Policy--OYO Geospace is committed to protecting and maintaining the
quality of the environment and to promoting the health and safety of its
employees, its customers and the communities where it operates. Employees are
expected to support OYO Geospace's commitment by:

        .       operating in full compliance with all environmental, health and
                safety laws and regulations

        .       consistently implementing all work practices taught in
                Company-sponsored education and training programs to prevent
                personal injury or property loss

        .       actively encouraging care and regard for the environment among
                fellow employees

        .       immediately reporting any environmental, health or safety
                problems to supervisors

        .       identifying opportunities to improve environmental, health and
                safety programs

        .       being prepared to implement emergency preparedness plans, if
                necessary.

        Finally, possession or use of firearms or other weapons on Company
premises is absolutely prohibited and termination will likely follow for any
violation of this prohibition.

        Reports of any actual or potential environmental, health or safety
problems, or any questions about employees' responsibilities or Company policies
in these areas, should be immediately directed to your supervisor, the Chief
Executive Officer or the Chief Financial Officer.

10.     INTERNATIONAL TRADE RESTRICTIONS AND BOYCOTTS

        The ability of American companies and their foreign affiliates to trade
in the world market is occasionally restricted by regulations issued by the
United States government. For example, American companies are prohibited from
participating in economic boycotts directed against friendly countries and trade
with certain countries is restricted or prohibited.

                                      -23-

<PAGE>

        Detailed and complex regulations have been adopted that prohibit the
taking of any action that may support a boycott. The regulations prohibit the
Company or any of its employees from refusing to do business with anyone based
upon race, religion, sex or national origin and from providing information
concerning these matters about its employees to customers or potential
customers.

        The regulations require that requests to participate in a boycott be
promptly reported to the U.S. government. Requests to participate in a boycott
can be found in almost any business document, including contracts, requests to
bid, letters of credit, purchase orders and questionnaires which seek
information about potential suppliers. You should thoroughly review all
documents for boycott language, being particularly alert for words like
"boycott," "blacklist" and provisions that prohibit the importation of goods
from certain countries or that require that goods be shipped on vessels or
aircraft that are able to enter the ports of particular countries. If any
document contains language that you believe may be boycott-related, immediately
contact the Chief Executive Officer or the Chief Financial Officer before
completing the transaction.

        Trade between American companies and certain countries, including in
particular Cuba, Iraq, North Korea and Libya, is prohibited. Further, additional
restrictions and regulations apply to certain trade activities with certain
other countries. The prohibitions may also apply to foreign affiliates of
American companies. You should consult with the Chief Executive Officer or the
Chief Financial Officer before any business relationships are established with
any of the named countries, and trade with other countries, if any doubt exists,
also should be cleared with the Chief Executive Officer or the Chief Financial
Officer.

        Compliance with boycott requests, failure to promptly report the receipt
of boycott requests and trading with the named countries (or with certain other
countries to which further regulations apply) can subject the Company to severe
penalties.

11.     CONFIDENTIALITY OF CORPORATE INFORMATION

        One of OYO Geospace's most valuable assets is its body of business
information, ideas and data. The widespread use of computer terminals and
computer systems has caused this information to be accessible by many employees.
Failure to adequately protect this corporate information can lead to the loss of
highly confidential data that may place OYO Geospace at a disadvantage in the
marketplace or breach the Company's contractual obligations.

        As an employee, you are responsible and accountable for the integrity
and protection of business information and must take steps to protect
information that has been entrusted to you. Care must be taken to safeguard the
confidentiality of internal information. For example, you must not make
inappropriate modifications to information or destroy, disfigure or disclose
information. Documents containing sensitive data should not be left lying on
desks and must be properly secured at the end of the business day. Visitors
should not be left unattended in offices containing internal Company documents.
In addition, particular attention must be paid to the security of the data
stored on the computer system - you must maintain the secrecy of your password
and lock the equipment when not in use. If you observe individuals that you do
not recognize using terminals in your area, immediately report this to your
supervisor.

                                      -24-

<PAGE>

12.     RECORDS RETENTION/DESTRUCTION

        OYO Geospace's corporate records are important assets. Corporate records
include essentially everything you produce as an employee. This may be something
as obvious as a memorandum, a contract or a product or market study or something
not as obvious, such as a desk calendar, an appointment book or an expense
record.

        OYO Geospace is required by law to maintain certain types of corporate
records, usually for a specified period of time. Failure to retain such
documents for such minimum periods could subject the Company to penalties and
fines, cause the loss of rights, obstruct justice, place the Company in contempt
of court or place the Company at a serious disadvantage in litigation.

        Accordingly, OYO Geospace has established controls to assure retention
for required periods and timely destruction of retrievable records, such as hard
copies and records on computers, electronic systems, microfiche and microfilm.
Even if a document is retained for the minimum period, legal liability or other
adverse effects could still result if a document is destroyed before its
scheduled destruction date.

        You are expected to fully comply with the records retention/destruction
schedule for the department in which you work, as it may be implemented from
time to time. If you believe that documents should be saved beyond the
applicable retention period, consult your supervisor who, in turn, should
contact the Chief Executive Officer or the Chief Financial Officer.

13.     COMMUNITY INVOLVEMENT

        OYO Geospace strives to be a responsible corporate citizen in the
communities and areas in which it operates. In this effort, the Company provides
support to various educational, cultural and civic endeavors. Such support may
involve gifts of time or money. Monetary contributions are made in specified
main categories, including education, health and welfare, culture and art and
civic causes. Funds are allocated on the basis of financial need, degree to
which programs affect employees or their families, effectiveness of the program
being considered and the extent of benefits to the public.

        In addition, OYO Geospace supports charitable gifts through payroll
deductions for employee gifts and may, from time-to-time, offer matching
employer donations.

        The Company also encourages employees to become active citizens in their
communities. You should use your good judgment to assure that your participation
doesn't conflict with your responsibilities to the Company.

14.     GOVERNMENT AND THIRD PARTY INVESTIGATIONS

        Occasionally, OYO Geospace may be subject to information requests,
inspections or investigations by governmental entities. It is Company's policy
to cooperate fully with all legal and reasonable governmental requests
associated with information requests, inspections or investigations unless the
Chief Executive Officer, together with legal counsel, determines that

                                      -25-

<PAGE>

OYO Geospace has a legally defensible basis for not complying and that the
Company should not comply. Therefore, employees are instructed as follows:

        .       Employees should notify the Chief Executive Officer immediately
                about any government (or private) information request,
                inspection, investigation, search warrant or subpoena of OYO
                Geospace or its personnel or customers.

        .       Employees should also notify the Chief Executive Officer before
                any information is given to any government entity. If
                circumstances prevent advance notification, notification should
                be given as soon as possible after information is given to the
                government entity.

        .       Employees should notify the Chief Executive Officer immediately
                about any information request, inspection or investigation by
                any stock exchange or self-regulatory organization that is
                directed to OYO Geospace or its personnel before any information
                is given to the entity.

15.     THE FOLLOW-THROUGH

        As described throughout this document, the Company has put certain
review mechanisms into place with respect to specific matters in the Code and
specific officers have been designated in connection therewith for certain
responsibilities. In addition, there are three broad actions we can take to
assure that our written commitment to legal and ethical business conduct pays
off in practice.

        The first action is to provide a mechanism that will help us handle
difficult judgment decisions--those "gray areas" where it is often hard to
pinpoint right from wrong. None of us should be uncomfortable in handling a
question of ethics. When such situations arise, we must seek counsel. The OYO
Geospace system is very simple: ask the person to whom you report. That person
can in turn "take it up the line" as may be necessary.

        All managers are to maintain an "open door" policy with regard to
questions of ethics and law. They are to make themselves easily available to any
and all employees who have such questions. Employees in turn are reminded that
the time to bring up a question of legal or moral standard or ethical behavior
is before the fact, rather than after the fact. You must never hesitate to talk
to your supervisors about a question of proper business conduct, no matter how
small or insignificant it may seem to be.

        The second action consists of several programs or procedures that will
make attention to this Code and detection of variances an integral part of
managing our business. These steps are as follows:

        .       The Audit Committee of the Company's Board of Directors serves
                as the final authority with regard to our Code and is
                responsible for specifying procedures to implement this
                follow-through program. This committee consists of designated

                                      -26-

<PAGE>

                members of the Board of Directors who may in turn designate
                members of management for certain purposes.

        .       At least once a year managers will review this Code with their
                subordinates to insure that the Code is fully understood.

        .       Managers will investigate any suspicion that unethical or
                illegal activities are taking place and call upon the Chief
                Executive Officer or Chief Financial Officer for assistance.

        .       All corporate officers, general managers, supervisors and other
                key personnel will sign a letter every year, a copy of which
                will be retained by the Company (and available for review by the
                Audit Committee), affirming a knowledge and understanding of OYO
                Geospace's Code and stating that within the past year

                -       they have reviewed this Code with their subordinates

                -       they have investigated all cases of suspicious conduct

                -       they have reported significant violations of this Code
                        to the Audit Committee.

        .       The Chief Executive Officer, the Chief Financial Officer and the
                Company's independent public accountants will report immediately
                to the Audit Committee any violations or suspected violations of
                this Code which come to their attention as a result of the
                procedures contemplated hereby and of carrying out normal audits
                of the Company's accounts. Appropriate action will follow.

        .       Waivers of this Code as to any officer or director of the
                Company may be made only by the Audit Committee and will
                ordinarily require prompt public disclosure.

        The third action is to advise you that the Audit Committee is hereby
establishing procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal controls and
auditing matters and violations of law or of this General Code of Business
Conduct and (ii) the confidential, anonymous submission by employees of the
Company of concerns regarding any such matters. Any such submissions should be
made by means of a memorandum delivered in a sealed envelope, addressed to
"Chairman, Audit Committee", at the Company's main address, which envelope
should be marked externally "Personal and Confidential". In such memorandum you
may report Code and/or law violations or your concerns in that regard. You may
remain anonymous if you so wish. This procedure should not, of course, be used
for personal vendetta, but is an open means for your use. The cooperation of
every employee is required in assuring that instances of violations of law or of
this Code, including accounting, internal control or auditing breaches or
lapses, are called to the attention of those in the Company who should be
informed. Employees and agents should report conduct by others in the
organization that is at odds with this Code and/or law and cooperate with
investigations. They may do so without fear of retribution. No

                                      -27-

<PAGE>

OYO Geospace employee will suffer any adverse action or career disadvantage for
questioning in good faith an OYO Geospace practice. The Audit Committee will
treat all such submissions in as confidential a manner as is possible in
carrying out any investigation as to the matters brought to its attention. If we
are to hold ourselves to these high standards, each of us must understand that
the Company's best interests are our best interests and that we are expected to
exercise honorable intentions and good judgment as well as moral courage in
matters of investigation and reporting covered in this policy.

        Like our Code of Business Conduct itself, the system we have devised for
follow-through will be subject to change and revision as we gain experience with
it. The Company has no intention of overcomplicating our business lives with
unnecessary procedures. But at the same time, OYO Geospace wants it clearly
understood that adherence to law and this Code carries the highest priority.

                                      -28-

<PAGE>

                            OYO GEOSPACE CORPORATION

                        GENERAL CODE OF BUSINESS CONDUCT
                                FORM OF AGREEMENT

        In consideration of my employment by OYO Geospace Corporation or one of
its subsidiary corporations or partnerships (hereinafter "OYO Geospace" or the
"Company"), I understand that my conduct as an employee is expected to comply at
all times with the highest ethical business standards. I have read the Company's
General Code of Business Conduct (the "Code") and, if applicable to me, the
Supplemental Code of Ethics for CEO and Senior Financial Officers (the
"Supplemental Code"), and I agree to abide by the terms of the policies set
forth therein. In addition, I hereby specifically agree that

        .       I am familiar with and understand the statements set forth in
                the Code and, if applicable to me, the Supplemental Code.

        .       I will abide by the Company's policies in the Code and, if
                applicable to me, the Supplemental Code.

        My obligations to abide by these policies may not be changed or
modified, released, discharged, abandoned or terminated, in whole or in part,
except by an instrument in writing signed by a duly authorized senior officer of
the Company. I further understand that my obligation to abide by these policies
is an ongoing one, and I agree to promptly disclose to the Company's Chief
Executive Officer or Chief Financial Officer any exceptions to or potential
conflicts with this Agreement that may arise subsequent to signing this
Agreement.

        I acknowledge that neither this Agreement nor the Code nor the
Supplemental Code, if applicable to me, is meant to vary or supersede the
regular terms and conditions of my employment by OYO Geospace or to constitute
an employment contract.

        In consideration of my continued employment by OYO Geospace, I
understand my continuing responsibility to comply at all times with the Code
and, if applicable to me, the Supplemental Code. At this time, I am in
compliance with the Code of Business Conduct and I am not currently aware of any
violation of it by employees under my supervision, if applicable. I will
continue to comply and will report any non-compliance that comes to my
attention. I understand that this certification supplement does not supersede
any prior certifications that I have signed.

            Signature:_______________________________________________

            Name:____________________________________________________
                                    (Print Legibly)

            Employee Title:__________________________________________

            Employee Business Phone:_________________________________

            Date:____________________________________________________

                                      -29-

<PAGE>

EMPLOYEES: RETAIN A COPY OF THIS DOCUMENT FOR YOUR RECORDS. A COPY OF THIS
CERTIFICATION WILL BE MAINTAINED IN YOUR PERMANENT EMPLOYEE FILE.

        INFORMATION REQUIRED BY THE COMPANY'S CODE OR THE SUPPLEMENTAL CODE.

List below any existing or potential conflicts of interest and any
directorships, officerships, or other positions held in commercial firms or
organizations that are not substantially or wholly owned by OYO Geospace
Corporation or one of its subsidiaries. You should list those positions even if
you serve at the request of or with the permission of the Company, but you need
not list positions held in charitable or community organizations or on
residential cooperative boards whose activities do not conflict with the
interest of your employer and which do not impose excessive demands on your
time. Also, use the space below to identify any questions or comments you may
have.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                PLEASE RETURN TO YOUR HUMAN RESOURCES DEPARTMENT.

                                      -30-

<PAGE>

                       SUPPLEMENTAL CODE OF ETHICS FOR CEO
                          AND SENIOR FINANCIAL OFFICERS

        The Company has a General Code of Business Conduct applicable to all
directors and employees of the Company. The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the
provisions set forth therein relating to ethical conduct, conflicts of interest
and compliance with law. In addition to the General Code of Business Conduct,
the CEO and senior financial officers are subject to the following additional
specific policies and procedures:

                1.      The CEO and all senior financial officers are
responsible for full, fair, accurate, timely and understandable disclosure in
the periodic reports required to be filed by the Company with the Securities and
Exchange Commission or in its press releases as to financial matters.
Accordingly, it is the responsibility of the CEO and each senior financial
officer promptly to bring to the attention of the Audit Committee of the Board
of Directors any material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings and such press
releases and otherwise to assist management personnel involved in the disclosure
process and the Audit Committee in fulfilling their responsibilities.

                2.      The CEO and each senior financial officer shall promptly
bring to the attention of the Audit Committee any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
control over financial reporting that could adversely affect the Company's
ability to record, process, summarize and report financial data or (b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's financial reporting, disclosures or
internal controls.

                3.      The CEO and each senior financial officer shall promptly
bring to the attention of the Audit Committee any information he or she may have
concerning any violation of the Company's General Code of Business Conduct or of
these additional policies and procedures, including any actual or apparent
conflicts of interest between personal and professional relationships, involving
any management member or other employee who has a significant role in the
Company's financial reporting, disclosures or internal controls.

                4.      The CEO and each senior financial officer shall promptly
bring to the attention of the Audit Committee any information he or she may have
concerning evidence of a material violation of the securities or other laws,
rules or regulations applicable to the Company and the operation of its
business, by the Company or any agent thereof.

                5.      The Board of Directors or the Audit Committee, each with
the advice of legal counsel, shall determine, or designate appropriate persons
to determine, appropriate actions to be taken in the event of violations of the
General Code of Business Conduct or of these additional policies and procedures
by the CEO or any of the Company's senior financial officers. Such actions shall
be reasonably designed to prevent and deter wrongdoing and to promote
accountability for adherence to the General Code of Business Conduct and to
these additional procedures, and shall include written notice to the individual
involved (i) that the Board or Audit

                                      -31-

<PAGE>

Committee has determined that there has been a violation, (ii) of censure by the
Board or Audit Committee, (iii) of demotion or re-assignment of the individual
involved, (iv) of suspension with or without pay or benefits, (v) of termination
of the individual's employment or (vi) some combination of the foregoing, all as
shall be determined by the Board or Audit Committee to be appropriate in a
particular situation. In determining what action is appropriate in a particular
situation, the Board of Directors or Audit Committee or any designee thereof
shall take into account all relevant information, including the nature and
severity of the violation, whether a violation was a single occurrence or one of
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

                6.      Any changes to, or waivers (including an implicit waiver
arising by reason of failure to take action with respect to a departure from
these additional procedures within a reasonable period of time) as to, these
additional procedures will, under requirements under the Sarbanes-Oxley Act and
rules and regulations promulgated thereunder, be disclosed by the Company on a
Form 8-K filed with the SEC or on the Company's website within five business
days of the event.

                                      -32-