<PAGE>

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q


[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended June 30, 2000

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934



                        Commission file number 001-13601



                            OYO GEOSPACE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


               Delaware                                 76-0447780
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                  Identification No.)



                        12750 South Kirkwood, Suite 200
                             Stafford, Texas 77477
                    (Address of Principal Executive Offices)



                                 (281) 494-8282
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   X      No
     ---       ---

There were 5,507,638 shares of the Registrant's Common Stock outstanding as of
the close of business on August 8, 2000.

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<PAGE>

                                Table of Contents

PART I.  FINANCIAL INFORMATION                                          Page
-------------------------------                                        Number
                                                                       ------

  Item 1.  Financial Statements                                           3

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                          9

PART II.  OTHER INFORMATION
---------------------------


  Item 6.  Exhibits and Reports on Form 8-K                              13

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                       REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors
OYO Geospace Corporation and Subsidiaries

  We have reviewed the accompanying consolidated balance sheet of OYO Geospace
Corporation and Subsidiaries as of June 30, 2000, and the related consolidated
statements of operations for the three months and nine months ended June 30,
2000 and 1999, and the consolidated statements of cash flows for the nine months
ended June 30, 2000 and 1999. These financial statements are the responsibility
of the Company's management.

  We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that
should be made to the aforementioned financial statements for them to be in
conformity with accounting principles generally accepted in the United States.

     We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of September 30, 1999, and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for the year then ended (not presented herein) and, in our report
dated November 5, 1999, we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the information set forth in
the accompanying consolidated balance sheet as of September 30, 1999, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.



                                         /s/ PricewaterhouseCoopers LLP


Houston, Texas
August 8, 2000

                                       3
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>

                            ASSETS                                June 30, 2000      September 30, 1999
                                                                  -------------      ------------------
<S>                                                              <C>             <C>
                                                                  (unaudited)
Current assets:
  Cash and cash equivalents....................................        $ 3,830              $ 5,280
  Trade accounts and current portion of notes receivable, net..          8,277                7,770
  Inventories..................................................         21,311               21,941
  Deferred income tax..........................................          1,968                1,864
  Prepaid expenses and other...................................          1,240                1,394
                                                                       -------              -------

     Total current assets......................................         36,626               38,249

Rental equipment, net..........................................          1,918                1,654
Property, plant and equipment, net.............................         18,316               17,060
Goodwill and other intangible assets, net......................          5,319                5,598
Deferred income tax............................................            723                  729
Other assets...................................................            162                  129
                                                                       -------              -------

     Total assets..............................................        $63,064              $63,419
                                                                       =======              =======

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable and current maturities of long-term debt.......        $   194              $   169
  Accounts payable.............................................          3,454                2,792
  Accrued expenses and other...................................          2,649                2,630
  Income tax payable...........................................            191                  319
                                                                       -------              -------

     Total current liabilities.................................          6,488                5,910

Long-term debt.................................................          4,035                4,182
Deferred income tax............................................          1,587                1,929
                                                                       -------              -------

     Total liabilities.........................................         12,110               12,021
                                                                       -------              -------

Stockholders' equity:
  Preferred stock..............................................              -                    -
  Common stock.................................................             55                   55
  Additional paid-in capital...................................         30,004               29,914
  Retained earnings............................................         22,272               23,066
  Accumulated other comprehensive loss.........................           (584)                (456)
  Unearned compensation-restricted stock awards................           (793)              (1,181)
                                                                       -------              -------

     Total stockholders' equity................................         50,954               51,398
                                                                       -------              -------

     Total liabilities and stockholders' equity................        $63,064              $63,419
                                                                       =======              =======
</TABLE>
   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       4
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (in thousands, except share and per share amounts)
                                  (unaudited)
<TABLE>
<CAPTION>


                                                       Three Months Ended              Nine Months Ended
                                                 -----------------------------   -----------------------------
                                                 June 30, 2000   June 30, 1999   June 30, 2000   June 30, 1999
                                                 -------------   -------------   -------------   -------------
<S>                                              <C>             <C>             <C>             <C>
Sales..........................................     $   12,935      $    9,564      $   40,693      $   32,773
Cost of sales..................................         10,850           5,773          29,838          19,317
                                                    ----------      ----------      ----------      ----------

Gross profit...................................          2,085           3,791          10,855          13,456

Operating expenses:
  Selling, general and administrative..........          2,741           2,252           7,496           7,770
  Research and development.....................          1,627           1,401           4,568           4,627
                                                    ----------      ----------      ----------      ----------

     Total operating expenses..................          4,368           3,653          12,064          12,397
                                                    ----------      ----------      ----------      ----------

Income (loss) from operations..................         (2,283)            138          (1,209)          1,059

Other income (expense):
  Interest expense.............................            (96)            (97)           (250)           (258)
  Interest income..............................             48              35             228             134
  Other, net...................................            (92)            (41)            (36)            (75)
                                                    ----------      ----------      ----------      ----------

     Total other income (expense), net.........           (140)           (103)            (58)           (199)
                                                    ----------      ----------      ----------      ----------

Income (loss) before income taxes..............         (2,423)             35          (1,267)            860

Income tax expense (benefit)...................           (801)           (168)           (473)            120
                                                    ----------      ----------      ----------      ----------

Net income (loss)..............................     $   (1,622)     $      203      $     (794)     $      740
                                                    ==========      ==========      ==========      ==========

Basic earnings (loss) per share................     $    (0.30)     $     0.04      $    (0.15)     $     0.14
                                                    ==========      ==========      ==========      ==========

Diluted earnings (loss) per share..............     $    (0.30)     $     0.04      $    (0.15)     $     0.14
                                                    ==========      ==========      ==========      ==========

Weighted average shares outstanding - Basic          5,440,791       5,402,642       5,427,793       5,377,929

Weighted average shares outstanding - Diluted        5,440,791       5,468,062       5,427,793       5,441,141

</TABLE>
   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       5
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                  (unaudited)
<TABLE>
<CAPTION>

                                                               Nine Months     Nine Months
                                                                  Ended           Ended
                                                              June 30, 2000   June 30, 1999
                                                              -------------   -------------

<S>                                                           <C>             <C>
Cash flows from operating expenses:
 Net income (loss)..........................................        $  (794)        $   740
 Adjustments to reconcile net income to net cash provided
   by (used in) operating activities:
   Deferred income tax......................................           (443)             37
   Depreciation and amortization............................          2,668           2,778
   Amortization of restricted stock awards..................            381             387
   Bad debt expense.........................................            271             642
   Effects of changes in operating assets and liabilities:
    Trade accounts and notes receivable......................          (778)          3,373
    Inventories..............................................           630            (856)
    Prepaid expenses and other assets........................           154            (311)
    Accounts payable.........................................           660          (5,081)
    Accrued expenses and other...............................           519          (3,084)
    Income tax payable.......................................          (128)           (122)
                                                                    -------         -------

       Net cash provided by (used in) operating activities....        3,140          (1,497)
                                                                    -------         -------

Cash flows from investing activities:
 Capital expenditures.......................................         (4,394)         (3,049)
 Purchase of business, net of cash acquired.................              -          (1,259)
 Proceeds from sale of equipment............................             54             753
                                                                    -------         -------

     Net cash used in investing activities..................         (4,340)         (3,555)
                                                                    -------         -------

Cash flows from financing activities:
 Increase in notes payable..................................              -           9,500
 Principal payments on notes payable........................           (122)         (7,577)
                                                                    -------         -------

     Net cash provided by (used in) financing activities....           (122)          1,923
                                                                    -------         -------

Effect of exchange rate changes on cash.....................           (128)             27
                                                                    -------         -------

Decrease in cash and cash equivalents.......................         (1,450)         (3,102)

Cash and cash equivalents, beginning of period..............          5,280           3,970
                                                                    -------         -------

Cash and cash equivalents, end of period....................        $ 3,830         $   868
                                                                    =======         =======
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       6
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.   Basis of Presentation

  The consolidated balance sheet of OYO Geospace Corporation and its
subsidiaries (the "Company") at September 30, 1999, has been derived from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at June 30, 2000, and the consolidated statements of
operations for the three months and nine months ended June 30, 2000 and 1999,
and the consolidated statements of cash flows for the nine months ended June 30,
2000 and 1999, have been prepared by the Company, without audit.  In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary to present fairly the consolidated financial position, results of
operations and cash flows have been made.  The results of operations for the
three months and nine months ended June 30, 2000, are not necessarily indicative
of the operating results for a full year or of future operations.

  Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting principles
have been omitted.  The accompanying consolidated financial statements should be
read in conjunction with the financial statements and notes thereto contained in
the Company's Annual Report on Form 10-K for the year ended September 30, 1999.

  PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
financial information as of June 30, 2000 and for the three months and nine
months then ended, because that report is not a "report" or a "part" of a
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Act.

2.   Earnings Per Common Share

  The following table summarizes the calculation of net earnings and weighted
average common shares and common equivalent shares outstanding for purposes of
the computation of earnings per share:

<TABLE>
<CAPTION>
                                                     Three Months Ended              Nine Months Ended
                                                -----------------------------  -----------------------------
                                                June 30, 2000   June 30, 1999  June 30, 2000   June 30, 1999
                                                -------------   -------------  -------------   -------------

<S>                                             <C>             <C>            <C>             <C>
   Net earnings (loss) available to common
    stockholders (in thousands)                    $   (1,622)     $      203     $     (794)     $      740
                                                   ==========      ==========     ==========      ==========

  Weighted average common shares outstanding        5,440,791       5,402,642      5,427,793       5,377,929
  Weighted average common share equivalents
    outstanding                                             -          65,420              -          63,212
                                                   ----------      ----------     ----------      ----------

  Weighted average common shares and common
     share equivalents outstanding                  5,440,791       5,468,062      5,427,793       5,441,141
                                                   ==========      ==========     ==========      ==========

  Basic earnings (loss) per common share           $    (0.30)     $     0.04     $    (0.15)     $     0.14
                                                   ==========      ==========     ==========      ==========

  Diluted earnings (loss) per common share         $    (0.30)     $     0.04     $    (0.15)     $     0.14
                                                   ==========      ==========     ==========      ==========
</TABLE>

3.   Comprehensive Income

  Comprehensive income includes all changes in stockholders' equity, except
those resulting from investments by and distributions to owners.  The following
table summarizes the components of comprehensive income (in thousands):

                                       7
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
<TABLE>
<CAPTION>


                                                    Three Months Ended              Nine Months Ended
                                              -----------------------------  -----------------------------
                                              June 30, 2000   June 30, 1999  June 30, 2000   June 30, 1999
                                              -------------   -------------  -------------   -------------

<S>                                           <C>             <C>            <C>             <C>
  Net income (loss)                                 $(1,622)           $203          $(794)           $740

  Foreign currency translation adjustments             (129)             43           (128)            (13)
                                                    -------            ----          -----            ----

  Total comprehensive income (loss)                 $(1,751)           $246          $(922)           $727
                                                    =======            ====          =====            ====
</TABLE>

4.   Inventories

  Inventories consisted of the following (in thousands):

                          June 30, 2000  September 30, 1999
                          -------------  ------------------

       Finished goods           $ 2,870             $ 3,070
       Work in process            2,880               2,639
       Raw materials             15,561              16,232
                                -------             -------

                                $21,311             $21,941
                                =======             =======

5.   Segment and Geographic Information

  The Company manages its business and makes decisions with respect to the
deployment of resources on a single consolidated product-line basis.  The
Company has one reportable segment comprised of operations in the United States,
Canada and the United Kingdom.

                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations


  The following analysis of the financial condition and results of operations of
OYO Geospace Corporation should be read in conjunction with the Consolidated
Financial Statements and Notes related thereto included elsewhere in this Form
10-Q.

Industry Overview

  We design and manufacture instruments and equipment used in the acquisition
and processing of seismic data and the commercial graphics industry.  We have
been in the seismic instrument and equipment business since 1980, marketing our
products primarily to the oil and gas industry worldwide.

  Geoscientists use seismic data to map potential or existing oil and gas
bearing formations and the geologic structures that surround them.  Seismic data
is used primarily in connection with the exploration, development and production
of oil and gas.

  Seismic data acquisition is conducted on land in several stages.  First, an
energy source imparts seismic waves into the earth, reflections of which are
received and measured by geophones and hydrophones.  Electrical signals
generated by the geophones and hydrophones are then transmitted through leader
wire, geophone and hydrophone string connectors and telemetric cable to data
collection units, which store information for processing and analysis.  Seismic
thermal imaging products are output devices used in the field or office to
create a graphic representation of the seismic data after it has been acquired.

  Marine seismic data acquisition is conducted primarily by large ocean-going
vessels that tow long seismic cables known as "streamers".  Usually, the energy
source in marine seismic data acquisition is an airgun, and the reflected
seismic waves are received and measured by hydrophones, which are attached to
the streamers.  The streamers then transmit the electrical impulses back to the
vessel via telemetric cable included within the streamers, and the seismic data
is then processed in much the same manner as it is on land.

  The seismic data acquisition industry suffered a substantial downturn in
fiscal 1999, which adversely impacted our operations.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Demand for Our Products is Volatile; Industry Conditions Currently are
Uncertain; Pricing Pressures May Continue".

Results of Operations

  The following table sets forth for the three and nine months ended June 30,
2000 and 1999, the percentage of certain statement of operations items to total
sales:

<TABLE>
<CAPTION>

                                                       Three Months Ended June 30,     Nine Months Ended June 30,
                                                      -----------------------------   ----------------------------
                                                           2000           1999            2000            1999
                                                         --------        -------         -------        -------
<S>                                                     <C>              <C>            <C>            <C>
Sales                                                      100.0%         100.0%         100.0%         100.0%
Cost of sales                                               83.9%          60.4%          73.3%          58.9%
Gross profit                                                16.1%          39.6%          26.7%          41.1%
Selling, general and administrative                         21.1%          23.5%          18.5%          23.8%
Research and development                                    12.6%          14.7%          11.2%          14.1%
Income (loss) from operations                             (17.6)%           1.4%         (3.0)%           3.2%
Other income (expense), net                                (1.1)%         (1.0)%         (0.2)%         (0.6)%
Income (loss) before provision for income taxes           (18.7)%           0.4%         (3.2)%           2.6%
Income tax expense (benefit)                               (6.2)%         (1.7)%         (1.2)%           0.3%
Net income (loss)                                         (12.5)%           2.1%         (2.0)%           2.3%
</TABLE>

                                       9
<PAGE>

Fiscal Year 2000 Compared to Fiscal Year 1999.

  Sales for the three months and nine months ended June 30, 2000 increased $3.4
million, or 35.2%, and $7.9 million, or 24.2%, respectively, from the
corresponding periods of the prior fiscal year.  Our sales increased primarily
because of an increase in demand for our land-based seismic products for the
Canadian and Middle Eastern marketplaces.  This sales increase was partially
offset by a decline in sales of our marine-based seismic products as a result of
the oversupply of deepwater seismic vessels.

  Cost of sales for the three months and nine months ended June 30, 2000
increased $5.1 million, or 87.9%, and $10.5 million, or 54.5%, respectively,
from the corresponding periods of the prior fiscal year.  Cost of sales
increased as a percentage of total sales to 83.9% and 73.3% in the three months
and nine months ended June 30, 2000, respectively, from 60.4% and 58.9% in the
corresponding periods of the prior fiscal year.  Several factors have
contributed to the decline in our gross profit margin since the prior year
periods.  First, the sales mix of our products contains significantly more sales
of land-based seismic products which continue to experience competitive pricing
pressures despite a recent increase in demand.   As a result of these pricing
pressures, in recent months we made a highly competitive bid on a large
equipment order.  As expected, the revenues from the resulting order absorbed
fixed overhead costs which otherwise would have been unabsorbed, however, our
direct labor costs exceeded those anticipated for filling the order.  We expect
competitive pressures to continue throughout the remainder of this fiscal year.
Second, the sales mix contains fewer sales of marine-based products due to the
factors referred to above.  Sales of our marine products have historically had
the highest gross profit margins.  Finally, a number of other factors
contributed to the decline in our gross profit margin including currency
fluctuations resulting in increased cost of foreign-purchased materials,
increased warranty expenses associated with our thermal imaging products and
increased inventory obsolescence costs associated with the introduction of a new
reservoir characterization acquisition system.

  Selling, general and administrative expenses for the three months ended June
30, 2000 increased $0.5 million, or 21.7%, from the corresponding period of the
prior fiscal year and for the nine months ended June 30, 2000 decreased $0.3
million, or 3.5%, from the corresponding period of the prior fiscal year.  These
increases and decreases are primarily the result of periodic fluctuations in our
bad debt expenses.  Selling, general and administrative expenses decreased as a
percentage of total sales to 21.1% and 18.5% in the three months and nine months
ended June 30, 2000, respectively, from 23.5% and 23.8% in the corresponding
periods of the prior fiscal year, primarily reflecting higher sales volume.

  Research and development expenses for the three months ended June 30, 2000
increased $0.2 million, or 16.1%, and for the nine months ended June 30, 2000
decreased $0.1 million, or 1.3%, from the corresponding periods of the prior
fiscal year.  Research and development expenses decreased as a percentage of
total sales to 12.6% and 11.2% in the three months and nine months ended June
30, 2000, respectively, from 14.7% and 14.1% in the corresponding periods of the
prior fiscal year, reflecting higher sales volume.

  Our effective tax rate for the three months ended June 30, 2000 was a benefit
of 33.1% compared to a benefit of 480.0% for the three months ended June 30,
1999.  The effective tax rate for the nine months ended June 30, 2000 was a
benefit of 37.3% compared to a tax provision of 14.0% for the corresponding
period of the prior fiscal year.  The tax rates for the prior year periods ended
June 30, 1999 include the impact of $0.2 million nonrecurring tax benefit
relating to the utilization of tax credits and other attributes from prior
years.  Excluding the tax benefit, the effective tax rates for each of the
periods ended June 30, 1999 would have been 35.0%.

Liquidity and Capital Resources

  At June 30, 2000, we had $3.8 million in cash and cash equivalents.  For the
nine months ended June 30, 2000, we generated $3.1 million of cash from
operating activities, principally resulting from our net loss adjusted for
noncash expenses and changes in working capital.

  For the nine months ended June 30, 2000, we used approximately $4.3 million of
cash in investing activities, principally consisting of capital expenditures.
We estimate that total capital expenditures in fiscal 2000 will be approximately
$6.0 million.

                                       10
<PAGE>

  For the nine months ended June 30, 2000, we used $0.1 million of cash in
financing activities resulting from principal payments on long-term mortgage
notes payable.

  We have a working capital line of credit, under which we are able to borrow up
to $10.0 million secured by our accounts receivable and inventory.  The credit
facility expires in October 2001.  Our credit facility prohibits us from paying
cash dividends on our common stock, limits our capital expenditures, limits our
additional indebtedness to $7.5 million, requires us to maintain certain
financial ratios and contains other customary covenants.  There were no
borrowings under our line of credit at June 30, 2000.

  The recent operating loss we experienced in the third quarter resulted in a
reduction in our borrowing availability.  Among the financial ratios required by
our credit facility is the Ratio of Funded Debt to EBITDA.  In order for us to
maintain compliance with this ratio, our borrowing availability under the credit
facility at June 30, 2000 is limited to $1.5 million.  We are currently in
discussions with our lender to extend our borrowing availability under the
credit facility.

  We believe that the combination of existing cash reserves, cash flows from
operations and borrowing availability under our credit facility should provide
us with sufficient capital resources and liquidity to fund our planned
operations through fiscal 2000.  We also believe we will be successful in either
extending our borrowing availability with our current lender or securing
adequate financing elsewhere to fund our future operating needs.  However, there
can be no assurance that we will be able to obtain such additional borrowings or
that such sources of capital will be sufficient to support our capital
requirements in the long-term, and we may be required to issue additional debt
or equity securities in the future to meet our capital requirements.

Forward Looking Statements

  This Form 10-Q includes "forward-looking" statements which are subject to the
"safe harbor" provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.  All statements other than
statements of historical fact included herein, including statements about
potential future products and markets, our future financial position, business
strategy and other plans and objectives for future operations, are forward-
looking statements.  Although we believe the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct, and actual results may differ
materially from such forward-looking statements. Important factors that could
cause actual results to differ materially from our expectations are disclosed
below and in our Annual Report on Form 10-K for the year ended September 30,
1999 under the headings "Forward-Looking Statements" and "Risk Factors".
Further, all written and verbal forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by such
factors.

Demand for Our Products is Volatile; Industry Conditions Currently are
Uncertain; Pricing Pressures May Continue

  In fiscal 1999 rapid declines in oil prices forced most major oil companies to
significantly reduce their exploration budgets, which in turn, caused most
seismic contractors (our primary customers) to significantly reduce the number
of operational crews performing seismic related activities.  This crew reduction
resulted in large amounts of under utilized or idle seismic equipment in the
marketplace. Although oil and gas prices have recovered substantially from their
lows of last year, the industry has continued to be cautious in its capital
spending on exploration activities.  Moreover, the surplus of equipment in the
industry and the time required to reassemble qualified crews has slowed recovery
of the land-based seismic markets, resulting in a discount-driven pricing
environment.  Excess capacity with our marine customers has also adversely
affected our business.  The oversupply of deepwater marine seismic vessels,
coupled with the pending merger of Western Geophysical and Geco Prakla, has
resulted in reduced or delayed capital spending in the marine sector.

  Until the number of operational seismic crews increases significantly and
until idle seismic equipment is again utilized, we believe our seismic equipment
sales may remain at depressed levels.  Further, if oil and gas prices return to
lower levels, our sales may further decline.

                                       11
<PAGE>

  The recent industry environment has resulted in, and may continue to result
in, competitive pricing pressures on our land-based seismic products.  In
addition, certain of our competitors are based outside the United States.  As
the strength of the U.S. dollar increases against certain foreign currencies,
our ability to bid competitively against certain foreign competitors is
adversely affected.  We intend to respond competitively to these market forces
in order to maintain, or improve, our market share.  These pricing pressures may
continue to adversely impact our profitability.

  In addition, the recent industry environment has resulted in, and may continue
to result in, a greater percentage of our sales being attributable to certain
consumable land-based seismic products that historically have provided lower
gross profit margins.  Further, if overall sales decrease, our manufacturing
costs per unit increase as fixed costs are allocated over fewer units.  The
combination of these factors may result in lower gross profit margins in future
periods.

We Are Subject to Currency Fluctuations for Purchased Materials

  A Japanese manufacturer unaffiliated with us is currently the only supplier of
wide format printheads that we use in our wide format thermal plotters.  We pay
for the printheads in Japanese yen.  Accordingly, we are at risk that, due to
currency fluctuations, the cost of the printheads to us could increase.  Our
practice is not to hedge these foreign currency exposures unless we are bound by
a firm commitment.

Our Customer Financing Results in Credit Risks to Us

  We have found it necessary from time to time to extend long term trade credit
to our customers through accounts and notes receivable.  As a result, we are
subject to the credit risks of nonpayment or late payment.  Given current
industry conditions, some of our customers may experience liquidity
difficulties, which increases those credit risks.  We cannot assure you that
sufficient aggregate amounts of uncollectible receivables and bad debt charges
will not have a material adverse effect on our future results of operations.

  At June 30, 2000, our bad debt allowance was $0.7 million.  We systematically
adjust this allowance each month to reflect the estimated credit risk associated
with our trade accounts and notes receivable.  We base this adjustment on the
level of past due accounts and notes receivable, customer creditworthiness, past
payment history, access to underlying collateral and other factors.  Although we
believe this allowance is a fair representation of the credit risk with respect
to our outstanding receivables, we can not assure you that this allowance will
be adequate to cover every potential bad debt exposure.

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<PAGE>

                          PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K.

(a)   The following exhibits are filed with this Quarterly Report.

15.1  Awareness Letter of Independent Accountants

27.1  Financial Data Schedule


(b)   The Company did not file any reports on Form 8-K during the quarter for
      which this report is filed.

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<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         OYO GEOSPACE CORPORATION



Date:  August 8, 2000                   By:    /s/ Gary D. Owens
                                       ----------------------------
                                       Gary D. Owens, Chairman of the Board
                                       President and Chief Executive Officer
                                            (duly authorized officer)




Date:  August 8, 2000                   By:    /s/ Thomas T. McEntire
                                       -----------------------------
                                              Thomas T. McEntire
                                           Chief Financial Officer
                                        (principal financial officer)

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