<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 March 31, 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 5,506,013 shares of the Registrant's Common Stock outstanding as of
the close of business on May 9, 2000.

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<PAGE>

                               TABLE OF CONTENTS
                                                                         Page
PART I.  FINANCIAL INFORMATION                                          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 4.  Submission of Matters to a Vote of Security Holders             13

  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 March 31, 2000, and the related
consolidated statements of operations for the three months and six months ended
March 31, 2000 and 1999, and the consolidated statements of cash flows for the
six months ended March 31, 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
May 9, 2000

                                       3
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

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

                             ASSETS                                MARCH 31, 2000    SEPTEMBER 30, 1999
                                                                   --------------    ------------------
                                                                     (unaudited)
<S>                                                                <C>               <C>
Current assets:
  Cash and cash equivalents.....................................          $ 3,873               $ 5,280
  Trade accounts and current portion of notes receivable, net...            9,598                 7,770
  Inventories...................................................           21,857                21,941
  Deferred income tax...........................................            1,722                 1,864
  Prepaid expenses and other....................................              798                 1,394
                                                                          -------               -------
     Total current assets.......................................           37,848                38,249

Rental equipment, net...........................................            2,074                 1,654
Property, plant and equipment, net..............................           18,395                17,060
Goodwill and other intangible assets, net.......................            5,427                 5,598
Deferred income tax.............................................              746                   729
Other assets....................................................              171                   129
                                                                          -------               -------
     Total assets...............................................          $64,661               $63,419
                                                                          =======               =======
            LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable and current maturities of long-term debt........          $   191               $   169
  Accounts payable..............................................            4,084                 2,792
  Accrued expenses and other....................................            1,971                 2,630
  Income tax payable............................................              126                   319
                                                                          -------               -------
     Total current liabilities..................................            6,372                 5,910

Long-term debt..................................................            4,069                 4,182
Deferred income tax.............................................            1,665                 1,929
                                                                          -------               -------
     Total liabilities..........................................           12,106                12,021
                                                                          -------               -------
Stockholders' equity:
  Preferred stock...............................................                -                     -
  Common stock..................................................               55                    55
  Additional paid-in capital....................................           29,980                29,914
  Retained earnings.............................................           23,894                23,066
  Accumulated other comprehensive loss..........................             (455)                 (456)
  Unearned compensation-restricted stock awards.................             (919)               (1,181)
                                                                          -------               -------
     Total stockholders' equity.................................           52,555                51,398
                                                                          -------               -------

     Total liabilities and stockholders' equity.................          $64,661               $63,419
                                                                          =======               =======

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

                                       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                   SIX MONTHS ENDED
                                                     --------------------------------    --------------------------------
                                                     March 31, 2000    March 31, 1999    March 31, 2000    March 31, 1999
                                                     --------------    --------------    --------------    --------------
<S>                                                <C>               <C>               <C>               <C>
Sales...........................................       $   14,963        $   12,133        $   27,758        $   23,209
Cost of sales...................................           10,575             6,792            18,988            13,544
                                                       ----------        ----------        ----------        ----------
Gross profit....................................            4,388             5,341             8,770             9,665

Operating expenses:
  Selling, general and administrative...........            2,324             3,001             4,754             5,516
  Research and development......................            1,605             1,569             2,942             3,227
                                                       ----------        ----------        ----------        ----------
     Total operating expenses...................            3,929             4,570             7,696             8,743
                                                       ----------        ----------        ----------        ----------
Income from operations..........................              459               771             1,074               922

Other income (expense):
  Interest expense..............................              (77)             (110)             (154)             (161)
  Interest income...............................              100                69               180                99
  Other, net....................................               30               (81)               56               (34)
                                                       ----------        ----------        ----------        ----------
     Total other income (expense), net..........               53              (122)               82               (96)
                                                       ----------        ----------        ----------        ----------
Income before income taxes......................              512               649             1,156               826

Income tax expense..............................              103               227               328               289
                                                       ----------        ----------        ----------        ----------
Net income......................................       $      409        $      422        $      828        $      537
                                                       ==========        ==========        ==========        ==========
Basic earnings per share........................       $     0.08        $     0.08        $     0.15        $     0.10
                                                       ==========        ==========        ==========        ==========
Diluted earnings per share......................       $     0.07        $     0.08        $     0.15        $     0.10
                                                       ==========        ==========        ==========        ==========

Weighted average shares outstanding - Basic             5,432,058         5,394,859         5,421,330         5,365,572

Weighted average shares outstanding - Diluted           5,511,583         5,458,050         5,482,912         5,428,620


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

                                       5
<PAGE>

                   OYO GEOSPACE CORPORATION AND SUBSIDIARIES

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

                                                                  SIX MONTHS        SIX MONTHS
                                                                     Ended             Ended
                                                                MARCH 31, 2000    MARCH 31, 1999
                                                                --------------    --------------
<S>                                                             <C>               <C>
Cash flows from operating expenses:
 Net income..................................................          $   828           $   537
 Adjustments to reconcile net income to net cash provided
   by (used in) operating activities:
   Deferred income tax.......................................             (140)             (260)
   Depreciation and amortization.............................            1,791             2,081
   Amortization of restricted stock awards...................              254               277
   Bad debt expense..........................................               78               736
   Effects of changes in operating assets and liabilities:
   Trade accounts and notes receivable.......................           (1,906)            3,249
   Inventories...............................................               84            (2,748)
   Prepaid expenses and other assets.........................              769                65
   Accounts payable..........................................            1,290            (2,753)
   Accrued expenses and other................................             (410)           (2,652)
   Income tax payable........................................             (366)             (192)
                                                                       -------           -------
     Net cash provided by (used in) operating activities.....            2,272            (1,660)
                                                                       -------           -------
Cash flows from investing activities:
 Capital expenditures........................................           (3,608)           (2,848)
 Purchase of business, net of cash acquired..................                -            (1,259)
 Proceeds from sale of equipment.............................               20               686
                                                                       -------           -------
     Net cash used in investing activities...................           (3,588)           (3,421)
                                                                       -------           -------
Cash flows from financing activities:
 Increase in notes payable...................................                -             9,500
 Principal payments on notes payable.........................              (91)           (6,934)
                                                                       -------           -------
     Net cash provided by (used in) financing activities.....              (91)            2,566
                                                                       -------           -------
Effect of exchange rate changes on cash......................                -               (17)
                                                                       -------           -------
Decrease in cash and cash equivalents........................           (1,407)           (2,532)

Cash and cash equivalents, beginning of period...............            5,280             3,970
                                                                       -------           -------
Cash and cash equivalents, end of period.....................          $ 3,873           $ 1,438
                                                                       =======           =======

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

                                       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 March 31, 2000, and the consolidated statements of
operations for the three months and six months ended March 31, 2000 and 1999,
and the consolidated statements of cash flows for the six months ended March 31,
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 six months ended March 31, 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.

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               SIX MONTHS ENDED
                                                    -------------------------------   -------------------------------
                                                    MARCH 31, 2000   MARCH 31, 1999   MARCH 31, 2000   MARCH 31, 1999
                                                    --------------   --------------   --------------   --------------
<S>                                               <C>              <C>              <C>              <C>
  Net earnings available to common
    stockholders (in thousands)                       $      409       $      422       $      828       $      537
                                                      ==========       ==========       ==========       ==========
  Weighted average common shares outstanding           5,432,058        5,394,859        5,421,330        5,365,572
  Weighted average common share equivalents
    outstanding                                           79,525           63,191           61,582           63,048
                                                      ----------       ----------       ----------       ----------
  Weighted average common shares and common
     share equivalents outstanding                     5,511,583        5,458,050        5,482,912        5,428,620
                                                      ==========       ==========       ==========       ==========
  Basic earnings per common share                     $     0.08       $     0.08       $     0.15       $     0.10
                                                      ==========       ==========       ==========       ==========
  Diluted earnings per common share                   $     0.07       $     0.08       $     0.15       $     0.10
                                                      ==========       ==========       ==========       ==========
</TABLE>

3.   COMPREHENSIVE INCOME

     Comprehensive income includes all changes in a company's 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                 SIX MONTHS ENDED
                                                   -------------------------------    -------------------------------
                                                   March 31, 2000   March 31, 1999    March 31, 2000   March 31, 1999
                                                   --------------   --------------    --------------   --------------
<S>                                             <C>              <C>               <C>              <C>
  Net income                                            $  409           $  422            $  828           $  537

  Foreign currency translation adjustments                 120              (24)                1              (56)
                                                        ------           ------            ------           ------
  Total comprehensive income                            $  529           $  398            $  829           $  481
                                                        ======           ======            ======           ======
</TABLE>

4.   INVENTORIES

     Inventories consisted of the following (in thousands):

                                        MARCH 31, 2000   SEPTEMBER 30, 1999
                                        --------------   ------------------
     Finished goods                         $ 2,442            $ 3,070
     Work in process                          5,228              2,639
     Raw materials                           14,187             16,232
                                            -------            -------
                                            $21,857            $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".

RESULTS OF OPERATIONS

     The following table sets forth for the three and six months ended March 31,
2000 and 1999, the percentage of certain statement of operations items to total
sales:
<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED MARCH 31,     SIX MONTHS ENDED MARCH 31,
                                           ----------------------------     --------------------------
                                               2000            1999            2000           1999
                                               ----            ----            ----           ----
<S>                                           <C>              <C>             <C>             <C>
Sales                                         100.0%          100.0%          100.0%         100.0%
Cost of sales                                  70.7%           56.0%           68.4%          58.4%
Gross profit                                   29.3%           44.0%           31.6%          41.6%
Selling, general and administrative            15.5%           24.7%           17.1%          23.7%
Research and development                       10.7%           12.9%           10.6%          13.9%
Income from operations                          3.1%            6.4%            3.9%           4.0%
Other income (expense), net                     0.3%          (1.0)%            0.3%         (0.4)%
Income before provision for income taxes        3.4%            5.4%            4.2%           3.6%
Provision for income taxes                      0.7%            1.9%            1.2%           1.3%
Net income                                      2.7%            3.5%            3.0%           2.3%
</TABLE>

                                       9
<PAGE>

Fiscal Year 2000 Compared to Fiscal Year 1999.

     Sales for the three months and six months ended March 31, 2000 increased
$2.8 million, or 23.3%, and $4.5 million, or 19.6%, respectively, from the
corresponding periods of the prior fiscal year. The increase in sales was
primarily due to an increase in demand for our land-based seismic products for
the Canadian and Middle Eastern marketplaces as well as increased sales of our
thermal imaging products targeted at the commercial graphics industry. These
sales increases were partially offset by a decrease in sales of our marine-based
seismic products.

     Cost of sales for the three months and six months ended March 31, 2000
increased $3.8 million, or 55.7%, and $5.4 million, or 40.2%, respectively, from
the corresponding periods of the prior fiscal year.  Cost of sales increased as
a percentage of total sales to 70.7% and 68.4% in the three months and six
months ended March 31, 2000, respectively, from 56.0% and 58.4% in the
corresponding periods of the prior fiscal year.  This percentage increase was
generally attributable to the sales mix in the current periods containing a
greater percentage of our land-based seismic products, which generally have
lower gross profit margins than our marine-based seismic and thermal imaging
products.  In addition, we have experienced competitive pricing pressures on our
land-based seismic products as a result of recent industry conditions.  We
expect these competitive pressures to continue throughout the remainder of this
fiscal year.

     Selling, general and administrative expenses for the three months and six
months ended March 31, 2000 decreased $0.7 million, or 22.6%, and $0.8 million,
or 13.8%, respectively, from the corresponding period of the prior fiscal year.
Selling, general and administrative expenses decreased as a percentage of total
sales to 15.5% and 17.1% in the three months and six months ended March 31,
2000, respectively, from 24.7% and 23.7% in the corresponding periods of the
prior fiscal year, primarily reflecting the impact of lower bad debt expense and
our efforts to reduce costs in response to recent industry conditions.

     Research and development expenses for the three months ended March 31, 2000
increased $36,000, or 2.3%, and for the six months ended March 31, 2000
decreased $0.3 million, or 8.8%, from the corresponding periods of the prior
fiscal year.  Research and development expenses decreased as a percentage of
total sales to 10.7% and 10.6% in the three months and six months ended March
31, 2000, respectively, from 12.9% and 13.9% in the corresponding periods of the
prior fiscal year, reflecting higher sales volume.

     Our effective tax rate for the three months ended March 31, 2000 was 20.1%
compared to 35.0% for the three months ended March 31, 1999.  The effective tax
rate for the six months ended March 31, 2000 was 28.4% compared to 35.0% for the
corresponding period of the prior fiscal year.  The tax rate of the current
periods include the recognition of a $0.1 million tax benefit relating to the
prior fiscal year.  Excluding the prior year tax benefit, the company's
effective rate would be 35.0% for the current periods.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2000, we had $3.9 million in cash and cash equivalents. For
the six months ended March 31, 2000, we generated $2.3 million of cash from
operating activities, principally resulting from our net income adjusted for
noncash expenses and an increase in trade accounts payable. Such cash flow was
partially offset by an increase in trade accounts and notes receivable.

     For the six months ended March 31, 2000, we used approximately $3.6 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.

     For the six months ended March 31, 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

                                       10
<PAGE>

$7.5 million, requires us to maintain certain financial ratios and contains
other customary covenants. There were no outstanding lines of credit at March
31, 2000 and borrowing availability was $10.0 million.

     We believe that the combination of cash flow 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.
However, there can be no assurance that these 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

     Fiscal 1999 was a particularly challenging year for the seismic industry as
low oil and gas prices delayed land exploration activities and caused seismic
contractors to consolidate crews and stack equipment. We believe improvements in
oil and gas prices should result in an increase in geophysical activity in the
second half of fiscal 2000, but we expect that the industry will continue to be
cautious until it becomes apparent that oil and gas prices have stabilized at
levels adequate to sustain profitability.

     Demand for our products used in the acquisition and processing of seismic
data is dependent primarily upon the level of worldwide oil and gas exploration
activity. That activity, in turn, is dependent primarily upon the stability of
prevailing oil and gas prices. After a volatile and generally depressed price
environment in 1998, oil prices opened fiscal 1999 at moderate levels and
dropped sharply in October and November to remain between $10 and $12 per barrel
throughout the winter. This rapid decline in oil prices forced most major oil
companies to significantly reduce their exploration budgets in 1999 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.

     Beginning in March 1999, oil prices rose steadily, in part as a result of
production quotas imposed by OPEC nations, and have returned to more moderate
levels. However, these commodity price increases have not yet resulted in a
significant recovery of demand for our products in the seismic marketplace.
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.

     The recent industry environment has resulted in, and may continue to result
in, competitive pricing pressures on our land-based seismic products. We intend
to respond competitively to these market forces in order to maintain, or
improve, our market share. 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.

                                       11
<PAGE>

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 March 31, 2000, our bad debt allowance was $0.5 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.

                                       12
<PAGE>

                          PART II - OTHER INFORMATION

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

     On January 28, 2000, we held our Annual Meeting of Stockholders (the
"Meeting").  At the Meeting, our stockholders approved the election of Katsuhiko
Kobayashi, Michael J. Sheen and Charles H. Still as directors, each holding
office until the 2003 Annual Meeting of Shareholders or until his successor is
duly elected and qualified.  The directors were elected with the following
votes:

                                 For      Withheld
                                 ---      --------
     Katsuhiko Kobayashi      5,195,915    6,700
     Michael J. Sheen         5,196,115    6,500
     Charles H. Still         5,196,415    6,200

The total voted shares represented by proxy was 5,202,615.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

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

10.1 Second Amendment to Business Loan Agreement, dated January 28, 2000, made
     by and between the Company and Bank of America.

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:  May 9, 2000                       By:      /s/ Gary D. Owens
                                         ------------------------------------
                                         Gary D. Owens, Chairman of the Board
                                         President and Chief Executive Officer
                                               (duly authorized officer)




Date:  May 9, 2000                       By:      /s/ Thomas T. McEntire
                                         ------------------------------------
                                                    Thomas T. McEntire
                                                 Chief Financial Officer
                                              (principal financial officer)

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