AMENDED AND RESTATED
                                ARTICLES OF INCORPORATION
                                           OF
                               OMNI ENERGY SERVICES CORP.

          The undersigned, acting pursuant to the Business Corporation Law of
Louisiana, adopts the following articles of incorporation.

                                        ARTICLE I
                                          NAME

          The name of the corporation is OMNI Energy Services Corp.

                                       ARTICLE II
                                         PURPOSE

          The purpose of the Corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law of
Louisiana.

                                       ARTICLE III
                                         CAPITAL

     A.  Authorized Stock.  The Corporation shall have the authority to issue an
aggregate of 50,000,000 shares of capital stock, of which 45,000,000 shares
shall be Common Stock, $0.01 par value per share, and 5,000,000 shares shall be
Preferred Stock, no par value per share.

     B.  Preferred Stock.  Shares of Preferred Stock may be issued from time to
time in one or more series. Authority is hereby vested in the Board of Directors
of the Corporation to amend these Articles of Incorporation from time to time to
fix the preferences, limitations and relative rights as between the Preferred
Stock and the Common Stock, and to fix variations in the preferences,
limitations and relative rights as between different series of Preferred Stock.

                                   ARTICLE IV
                                    DIRECTORS

     A.  Number of Directors.  The Board of Directors shall consist of such
number of persons as shall be designated from time to time in the by-laws of the
Corporation, or, if not so designated, as may be designated from time to time by
resolution of the Board of Directors, provided that no decrease in the number of
directors shall shorten the term of any incumbent director.

     B.  Term of Office.  Each member of the Board of Directors, other than
those who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation (whose
terms of office may be determined by the Board of Directors pursuant to Article
III(B)), shall be elected at each subsequent annual meeting of
shareholders for a term expiring at the next succeding annual meeting of
shareholders and shall serve until his successor is duly elected and qualified.
If the Board of Directors shall appoint any director to fill a vacancy on the
Board, whether resulting from an increase in the number of directors or
otherwise, such director shall serve a term to expire at the next succeding
annual meeting of shareholders and shall serve until his successor is duly
elected and qualified.

     C.  Vacancies.  Except as provided in or pursuant to Article IV(F) hereof,
any vacancy on the Board (including any vacancy resulting from an increase in
the authorized number of directors or from a failure of the shareholders to
elect the full number of authorized directors) may, notwithstanding any
resulting absence of a quorum of directors, be filled by a vote of at least two-
thirds of the directors remaining in office, provided that the shareholders
shall have the right to fill the vacancy at any special meeting called for such
purpose prior to any such action by the Board. Vacancies on the Board may be
filled only as provided in this Article IV(C).

     D.  Removal. Except as provided in or pursuant to Article IV(F) hereof, any
one or more directors may be removed at any time, (1) with or without cause, by
the holders of not less than two-thirds of the Total Voting Power (as defined in
Article VII(C) hereof) that is present or represented at a special meeting of
shareholders called for such purpose, voting together as a single class or (2)
with or without cause, by the affirmative vote of a majority of all of the
directors then constituting the Board of Directors. At the same meeting at which
the directors or shareholders remove one or more directors, a successor or
successors may be elected for the unexpired term of the director or directors
removed. Except as set forth in this Article IV(D), or in any provision of these
Articles of Incorporation relating to removal of directors elected by holders of
Preferred Stock, directors shall not be subject to removal.

     E.  Board Nominations.  Except as provided in or pursuant to Article IV(F)
hereof, only persons who are nominated in accordance with the procedures set
forth in this Article IV(E) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of shareholders by or at the direction of the Board of
Directors or by any shareholder of record of the Corporation entitled to vote at
such meeting for the election of directors who complies with the notice
procedures set forth in this Article IV(E). Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
par timely notice in writing to the Secretary of the Corporation. To be timely,
a shareholder's notice shall be delivered to or mailed and received at the
principal office of the Corporation not less than 45 days nor more than 90 days
prior to the meeting; provided, however, that in the event that less than 55
days notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
at the principal executive offices of the Corporation no later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. Such shareholder's
notice shall set forth or include the following:

        1.  as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (a) the name, age, business address
and residential address of such person, (b) the principal occupation or
employment of such person, (c) the class and number of shares of capital
stock of the Corporation of which such person is the beneficial owner (as
defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange "Act")), (d) such person's written consent
to being named in the proxy statement as a nominee and to serve as a
director if elected and (e) any other information relating to such person
that would be required to be disclosed in solicitations of proxies for the
election of directors, or would be otherwise required, in each case
pursuant to Regulation 14A promulgated under the Exchange Act; and

        2. as to the shareholder of record giving the notice, (a) the name and
address of such shareholder and (b) the class and number of shares of
capital stock of the Corporation of which such shareholder is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange
Act). If requested in writing by the Secretary of the Corporation at least
15 days in advance of the meeting, such shareholder shall disclose to the
Secretary, within ten days of such request, whether such person is the sole
beneficial owner of the shares held of record by him, and, if not, the name
and address of each other person known by the shareholder of record to
claim or have a beneficial interest in such shares.

At the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. If a shareholder seeks to nominate
one or more directors, the Secretary shall appoint two inspectors, who shall not
be affiliated with the Corporation, to determine whether the shareholder has
complied with this Article IV(E). If the inspectors shall determine that the
shareholder has not complied with this Article IV(E), the defective nomination
shall be disregarded and the inspectors shall direct the Chairman of the meeting
to declare at the meeting that such nomination was not made in accordance with
the procedures prescribed by the Articles of Incorporation.

     F.  Directors Elected by Preferred Shareholders.  Notwithstanding anything
in these Articles of Incorporation to the contrary, whenever the holders of any
one or more classes or series of stock having a preference over the Common Stock
as to dividends or upon liquidation shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the provisions of
these Articles of Incorporation (as they may be duly amended from time to time)
fixing the rights and preferences of such preferred stock shall govern with
respect to the nomination, election, term, removal, vacancies or other related
matters with respect to such directors.

                                    ARTICLE V
                                     BY-LAWS

     A.  Adoption, Amendment and Repeal.  The By-laws of the Corporation and of
any provision thereof may be adopted only by a majority vote of all directors
who constitute the Board of Directors. The By-laws and any provision thereof may
be amended or repealed only by (1) a majority vote of all directors who
constitute the Board of Directors, or (2) the affirmative vote of the holders of
at least two-thirds of that portion of the Total Voting Power, as defined in
Article VII(C) hereof, voting together as a single class, that is present or
represented at any regular or special meeting of shareholders, the notice of
which meeting of shareholders expressly states that the proposed amendment or
repeal is to be considered at the meeting.

     B.  New Matters.  Any purported amendment to the By-laws which would add
thereto a matter not expressly covered in the By-laws prior to such purported
amendment shall be deemed to constitute the adoption of a By-law provision and
not an amendment to the By-laws.

                                   ARTICLE VI
                           APPLICATION OF CERTAIN LAWS

      The Corporation hereby elects not to be governed by Sections 132, 133 and
134 of the Louisiana Business Corporation Law (La.R.S. 12:132, La.R.S. 12:133
and La.R.S. 12:134).

                                   ARTICLE VII
                     SPECIAL SHAREHOLDER VOTING REQUIREMENTS

     A.  Amendments.  Unless approved by vote of a majority of all directors
constituting the Board of Directors, Articles IV, V, VI, VII and X of the
Articles of Incorporation may be amended only by the affirmative vote of not
less than eighty percent of the Total Voting Power of the Corporation. Except as
set forth in Article VIII(E), shareholders may, by the affirmative vote of a
majority of the voting power present or represented at a meeting of
shareholders, adopt any amendment to the Articles of Incorporation that does not
affect any of such articles; provided, that shareholder approval shall not be
required for any amendment authorized by Article III(B).

     B.  Other Corporate Actions.  If a vote of shareholders is required to
authorize an agreement of merger or consolidation of the Corporation, the sale
of all or substantially all of the assets of the Corporation or the voluntary
dissolution of the Corporation, then (1) unless such action has been approved by
vote of a majority of all directors constituting the Board of Directors, such
action may be authorized only by the affirmative vote of eighty percent of the
Total Voting Power of the Corporation and (2) if any such action has been
approved by vote of at least two-thirds of all directors who constitute the
Board of Directors, such action may be authorized by the affirmative vote of a
majority of the voting power present or represented at a meeting of
shareholders.

     C.  Total Voting Power.  The term "Total Voting Power" means the total
number of votes that shareholders, and holders of any bonds, debentures or other
obligations granted voting rights by the Corporation pursuant to La.R.S.
12:75(H), are generally entitled to cast with respect to the election of
directors or, if such term is used with reference to any other particular matter
properly brought before the shareholders or such other holders for their
consideration and vote, means the total number of such votes that are entitled
to be cast with respect to such matter.

     D.  Foreign Ownership of Common Stock.  (1) For purposes of this paragraph
D, the following terms shall have the meanings specified below:

            "Act" means the Federal Aviation Administration Authorization Act
         of 1994, as amended.

            "Beneficial Ownership," "Beneficially Owned," or "Beneficially
         Own" refers to beneficial ownership as defined in Rule 13d-3 (without
         regard to the 60-day provision in paragraph (d)(1)(i) thereof)
         promulgated by the Securities and Exchange Commission as such rule may
         be amended from time to time.

            "FAA" means the Federal Aviation Administration.

            "Non-Citizen Owned Shares" means any issued and outstanding Voting
         Securities that are owned of record, Beneficially Owned, or otherwise
         controlled by any Person or Persons who are not United States Citizens.

            "Permitted Percentage" means one percent less than the percentage
         of the voting interest in the Corporation that may be owned or
         controlled by Persons who are not United States Citizens without loss,
         under Section 40102(a)(15) of Title 49 of the United States Code or any
         successor or other applicable law or regulation, of the United States
         Citizen status of the Corporation or any Subsidiary.

            "Person" means any individual, corporation, partnership, trust or
         other entity of any nature whatsoever.

             "Subsidiary" means any corporation of which a majority of any
         class of equity security is owned, directly or indirectly, by the
         Corporation.

             "United States Citizen" means any Person who is a Citizen of the
         United States as defined in Section 40102(a)(15) of Title 49 of the
         United States Code, as in effect on the date in question, or any
         successor statute or regulation.

             "Voting Securities" means the Common Stock, any other voting stock
         of the Corporation, and any bonds, debentures or other obligations
         granted voting rights by the Corporation pursuant to La. R.S. 12:75(H).

         (2)  The Corporation holds operating certificates issued by the FAA
pursuant to the regulations promulgated under the Act, and the Board and
shareholders deem the retention of the Corporation's rights under such
certificate to be of material importance to the Corporation. As long as the
Corporation holds, or the Board deems it desirable for the Corporation to
hold, its current operating certificates or any other certificate issued by
the FAA pursuant to the Act and the regulations promulgated thereunder or
any successor statute or regulation, it shall be the Corporation's policy
that the number of Non-Citizen Owned Shares shall not exceed the Permitted
Percentage.

         (3)  If at any time the voting interest of Non-Citizen Owned Shares
exceeds the Permitted Percentage, then (i) the voting power otherwise
attributable to each Non-Citizen Owned Share shall be immediately and
automatically reduced on a pro rata basis (based on the proportion of the
voting power otherwise attributable to such Non-Citizen Owned Share to the
total voting power attributable to all Non-Citizen Owned Shares) without
any further action by the Corporation so that the maximum number of votes
that may be cast by the holders of all Non-Citizen Owned Shares shall equal
the Permitted Percentage and (ii) the total voting power of any affected
class or series of Voting Securities shall also be immediately and
automatically reduced without any further action by the Corporation by the
total number of votes by which the voting power of Non-Citizen Owned Shares
of such class or series was reduced pursuant to clause (i) of this
subparagraph (3).

         (4)  In determining the citizenship of any Person who Beneficially Owns
Voting Securities, the Corporation may rely on the Corporation's stock
transfer records and the citizenship provided by any Person shown as the
record owner and any Person who the Corporation has reasonable cause to
believe Beneficially Owns such Voting Securities. The Board may establish
procedures to monitor the Beneficially Ownership and control of Voting
Securities, to make any reasonable determination regarding the Beneficial
Ownership and control of Voting Securities, and to take any actions deemed
necessary or desirable to ensure that the voting interest of Non-Citizen
Owned Shares does not exceed the Permitted Percentage. The Board may, but
unless expressly provided otherwise is not required to, rely on any
statutes, regulations, policies, procedures, rulings, or determinations of
the FAA, or any successor governmental authority, in deciding the extent to
which Voting Securities are Beneficially Owned or controlled by United
States Citizens.

         (5)  The Corporation may by notice in writing (which may be included in
a proxy or ballot distributed to the Corporation's shareholders) require
any Person that is a holder of record of Voting Securities or that the
Corporation has reasonable cause to believe Beneficially Owns or controls
Voting Securities to certify in such manner as the Corporation
shall deem appropriate (including execution of a proxy or ballot) that, to
the knowledge of such Person:

              (a)  all Voting Securities owned of record, Beneficially Owned, or
controlled by such Person are owned and controlled only by United
States Citizens; or

              (b)  the number and class or series of Non-Citizen Owned Shares
owned of record, Beneficially Owned, or controlled by such Person are
as set forth in such certificate.

The Corporation may require any Person certifying as to the ownership or
control of Voting Securities in response to clause (a) of this subparagraph
(5) to provide such further information as the Corporation may reasonably
request in order to implement the provisions of this paragraph B. If any
Person fails to provide such certificate or other information, the
Corporation may presume that all such Voting Securities are Non-Citizen
Owned Shares.

                                  ARTICLE VIII
                   LIMITATION OF LIABILITY AND INDEMNIFICATION

     A.  Limitation of Liability.  No director or officer of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of his fiduciary duty as a director or officer, provided that the
foregoing provision shall not eliminate or limit the liability of a director or
officer for (1) any breach of his duty of loyalty to the Corporation or its
shareholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
distributions of the Corporation's assets to, or redemptions or repurchases of
the Corporation's shares from shareholders of the Corporation, under and to the
extent provided in La.R.S. 12:92(D); or (4) any transaction from which he
derived an improper personal benefit. If, after the date hereof, the Louisiana
Business Corporation Law is amended to authorize further elimination or
limitation of the personal liability of directors or officers, then the
liability of a director or an officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Louisiana Business Corporation
Law, as so amended.

     B.   Indemnification.  Subject to such limitations as may be determined by
the Board of Directors (provided that no change in such limitations may
adversely affect any claim to indemnification that arises prior to such change),
the Corporation shall indemnify each of its directors to the full extent from
time to time permitted by law, and may so indemnify each of its officers,
against any expenses or costs, including fees, actually or reasonably incurred
by him in connection with any threatened, pending or completed claim action,
suit or proceeding, whether criminal, civil, administrative or investigative
against such person or as to which he is involved solely as a witness or person
required to give evidence

     C.  Authorization of Further Actions.  The Board of Directors may (1) cause
the Corporation to enter into contracts with its directors and officers
providing for the limitation of liability set forth in this Article to the
fullest extent permitted by law, (2) adopt By-laws or resolutions, or cause the
Corporation to enter into contracts, providing for indemnification of directors
and officers of the Corporation and other persons (including but not limited to
directors and officers of the Corporation's direct and indirect subsidiaries) to
the fullest extent permitted by law and (3) cause the Corporation to exercise
the powers set forth in La.R.S. 12:83F, notwithstanding that some or all of the
members of the Board of Directors acting with respect to the foregoing may be
parties to such contracts or beneficiaries of such By-laws or resolutions or the
exercise of such powers. No repeal or amendment of any such By-laws or
resolutions limiting the right to indemnification thereunder shall affect the
entitlement of any person to indemnification whose claim thereto results from
conduct occurring prior to the date of such repeal or amendment.

     D.  Subsidiaries.  The Board of Directors may cause the Corporation to
approve for its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.

     E.  Amendment.  In addition to any other votes required by law or these
Articles of Incorporation (and notwithstanding the fact that a lesser percentage
may be specified by law or these Articles of Incorporation), the affirmative
vote of the holders of at least 80% of the Total Voting Power shall be required
to repeal this Article or to amend this Article so as to reduce the limitation
of liability set forth herein or the rights to indemnification of any person or
the powers of the Board of Directors provided in this Article, and any amendment
or repeal of this Article shall not adversely affect any indemnification or
limitation of liability of a director or officer of the Corporation under this
Article with respect to any action or inaction occurring prior to the time of
such amendment or repeal.

                                   ARTICLE IX
                                    REVERSION

      Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, that are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within such time, shall at the expiration of such time, revert in
full ownership to the Corporation, and the Corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease; provided, however, that the Board of Directors may, at any
time, for any reason satisfactory to it, but need not, authorize (1) payment of
the amount of any cash or property dividend or redemption price or (2) issuance
of any shares, ownership of which has reverted to the Corporation pursuant to
this Article, to the person or entity who or which would be entitled thereto had
such reversion not occurred.

                                    ARTICLE X
                        SPECIAL MEETINGS OF SHAREHOLDERS

     A.  Special meetings of shareholders, for any purpose or purposes, may be
called in any manner set forth in the By-laws, provided that the power of
shareholders as such to call or cause to be called special meetings shall be
governed exclusively by paragraph B of this Article.

     B.  At any time, upon the written request of any shareholder or group of
shareholders holding in the aggregate at least a majority of the Total Voting
Power, the Secretary of the Corporation shall call a special meeting of
shareholders to be held at the registered office of the Corporation at such time
as the Secretary may fix not less than 15 nor more than 60 days after the
receipt of said request, and if the Secretary shall neglect or refuse to fix
such time or to give notice of the meeting, the shareholder or shareholders
making the request may do so. Such requests must state the specific purpose or
purposes of the proposed special meeting, and the business to be conducted
thereat shall be limited to such purpose or purposes.





                           ARTICLES OF AMENDMENT

                                  TO THE

                         ARTICLES OF INCORPORATION

                                    of

                        OMNI ENERGY SERVICES CORP.



     Pursuant  to  Section 33 of the Louisiana Business Corporation Law and
Article IIIB of the  Articles of Incorporation, OMNI Energy Services Corp.,
a Louisiana corporation  (the  "Company"),  acting  through its undersigned
President and Secretary, does hereby certify that the Board of Directors of
the  Company, acting through a unanimous written consent  dated  April  19,
2000,  duly  adopted  resolutions  approving  an amendment to the Company's
Articles of Incorporation to add the following  as  Section B(I) to Article
III of the Company's Articles of Incorporation:

     B(I). SERIES A 8% CONVERTIBLE PREFERRED STOCK.  The Company's Series A
8% Convertible Preferred Stock, no par value per share (the "8% Convertible
Preferred Stock") shall consist of 5,000 shares of Preferred  Stock  having
the  preferences,  limitations  and  relative rights set forth below.  Such
number of shares may be increased or decreased at any time by resolution of
the Board of Directors; provided, however,  that  no  decrease shall reduce
the number of shares of 8% Convertible Preferred Stock  to  a  number  less
than  the  number  of  shares  then  outstanding  plus the number of shares
reserved  for  issuance upon the exercise of outstanding  options,  rights,
warrants, or other  securities  of  the  Company  that  are  convertible or
exchangeable into shares of 8% Convertible Preferred Stock.

     Section   (A).   LIQUIDATION.    Upon  the  voluntary  or  involuntary
liquidation, winding up or dissolution  of  the  Company, out of the assets
available  for distribution to shareholders, the 8%  Convertible  Preferred
Stock shall  be  entitled  to  receive, in preference to any payment to the
holders of the Company's Common  Stock  and  any other stock of the Company
ranking junior to the 8% Convertible Preferred Stock as to dividends or the
distribution of assets upon liquidation, dissolution  or  the winding up of
the  affairs  of  the  Company (the Common Stock and any such other  junior
stock is referred to herein as "Junior Stock"), $1,000.00 per share plus an
amount equal to all dividends  (whether or not declared or due) accrued and
unpaid  on each such share up to  the  date  fixed  for  distribution  (the
"Preferred Liquidation Value").   After the Preferred Liquidation Value due
to the holders  of  the  8%  Convertible Preferred Stock has been paid, the
remaining assets of the Company  shall  be  paid  to  the holders of Junior
Stock in accordance with their respective priority, if  any.   In the event
the net assets of the Company are insufficient to pay the holders of the 8%
Convertible Preferred Stock the full amount of Preferred Liquidation  Value
then  due,  then  the  net assets of the Company shall be divided among and
paid to the holders of the shares of 8% Convertible Preferred Stock ratably
in proportion to the Preferred Liquidation Value to which each is entitled,
and the holders of Junior Stock shall receive nothing.

     Section (B). DIVIDENDS.   (i)  The  8%  Convertible Preferred Stock is
entitled to receive, out of legally available  funds,  cumulative dividends
from  the  issuance  date thereof at the per share rate of  EIGHTY  DOLLARS
($80.00) per year.  Dividends  on  the 8% Convertible Preferred Stock shall
be payable in equal quarterly installments due on the first business day of
each January, April, July and October  while outstanding (each, a "Dividend
Payment Date") commencing on July 1, 2000,  to each holder of record at the
start of business on such Dividend Payment Date.   Dividends shall begin to
accrue  on  outstanding  shares of 8% Convertible Preferred  Stock  and  to
accumulate from the issuance date of such shares whether or not declared or
due , but dividends for any  period  less  than  a  full  quarterly  period
between  Dividend Payment Dates shall be computed on the basis of a 365-day
year for the actual number of days elapsed.

          (ii) So  long  as  any  shares  of 8% Convertible Preferred Stock
shall  be  outstanding,  the  Company  shall not,  unless  full  cumulative
dividends for all past dividend periods  shall  have  been paid or declared
and set apart for payment upon all outstanding shares of the 8% Convertible
Preferred Stock, (1) declare, pay or set apart any amount for dividends on,
or make any other distribution in cash or other property  in respect of any
shares  of  Junior  Stock  other than a dividend payable solely  in  Junior
Stock, (2) purchase, redeem  or  otherwise  acquire for value any shares of
Junior  Stock,  directly  or  indirectly,  other  than   as   a  result  of
reclassification of Junior Stock or the exchange or conversion  of one type
of  Junior  Stock  for or into another type of Junior Stock, or other  than
through the use of proceeds  of  a  substantially  contemporaneous  sale of
other  Junior  Stock,  or  (3) make any payment on account of, or set aside
money for, a sinking or other  like  fund  for  the purchase, redemption or
other acquisition for value of any share of Junior Stock.

          (iii)  If the funds available for the payment  of  dividends  are
insufficient to pay in full the dividends payable on all outstanding shares
of  8% Convertible Preferred Stock, the total available funds to be paid in
partial dividends  on  the  8% Convertible Preferred Stock shall be divided
ratably among the outstanding  shares  of  8%  Convertible Preferred Stock.
Accrued dividends shall not bear interest.

     Section (C). CONVERSION.  The holders of the  8% Convertible Preferred
Stock shall have conversion rights as follows:

          (i)  DEFINITIONS.   For  purposes  of  this  Section   (C),   the
following definitions shall apply:

               (1)  "Issuance  Date"  shall  mean,  with  respect to the 8%
     Convertible  Preferred  Stock,  the  first  date on which the  Company
     issues any shares of such 8% Convertible Preferred Stock.

               (2) "Conversion Price" shall mean,  with  respect  to the 8%
     Convertible  Preferred  Stock, the price, determined pursuant to  this
     Section (C), at which shares of Common Stock shall be deliverable upon
     conversion  of shares of such  8%  Convertible  Preferred  Stock  into
     Common Stock.

          (ii) RIGHT  TO  CONVERT.   Each share of 8% Convertible Preferred
Stock shall be convertible, at the option  of  the  holder  thereof, at any
time after its date of issuance until the close of business on  the date on
which  such share is redeemed by the Company pursuant to Section (E),  into
such number  of  fully  paid  and  non-assessable shares of Common Stock as
determined  by  dividing  the  Preferred   Liquidation   Value  (calculated
including  accumulated  and  unpaid  dividends  thereon up to the  date  of
conversion) by the Conversion Price in effect at  the  time  of conversion.
For purposes of determining the number of shares of Common Stock into which
the  8% Convertible Preferred Stock is convertible, the initial  Conversion
Price  shall  be  $2.50.   If,  prior to the conversion outlined above, the
Company  shall  issue  any shares of  Preferred  Stock  senior  to  the  8%
Convertible Preferred Stock  with  respect to dividends or the distribution
of assets upon liquidation, dissolution or the winding up of the affairs of
the Company, the 8% Convertible Preferred Stock shall automatically convert
into such number of shares of the newly-issued  Preferred  Stock  having  a
total  liquidation  preference  (determined in accordance with the terms of
such newly-issued Preferred Stock)  equal to the sum total of the Preferred
Liquidation  Value  of  all shares of 8%  Convertible  Preferred  Stock  so
converted at that time.   This  conversion shall be automatic and shall not
require any further action on the part of the Company or the holders of the
8% Convertible Preferred Stock.

          (iii) MECHANICS OF CONVERSION.   Each  holder  of  8% Convertible
Preferred  Stock  who  desires  to  convert  its  shares  of 8% Convertible
Preferred  Stock into shares of Common Stock pursuant to this  Section  (C)
shall surrender  the  certificate  or  certificates evidencing such shares,
duly endorsed, at the office of the Company  or  any transfer agent for the
8%  Convertible Preferred Stock together with written  notice  stating  the
number  of  shares of 8% Convertible Preferred Stock being converted.  Such
conversion shall  be  deemed  to have been made at the close of business on
the date of such surrender of the  certificates evidencing the shares of 8%
Convertible Preferred Stock to be converted,  and  the  person  entitled to
receive the shares of Common Stock issuable upon such conversion  shall  be
treated  for  all  purposes  as  the record holder of such shares of Common
Stock on such date.

          (iv) ADJUSTMENTS TO CONVERSION  PRICE.   The Conversion Price for
the 8% Convertible Preferred Stock shall be subject to adjustment from time
to time as follows:

               (1)  If  after  the  date hereof the number  of  outstanding
     shares of Common Stock is increased  by  a  stock  dividend payable in
     shares of Common Stock or by a split-up of shares of  Common  Stock or
     other  similar  event, then, on the effective date thereof, the number
     of shares of Common  Stock  issuable  upon  conversion of shares of 8%
     Convertible Preferred Stock shall be increased  in  proportion to such
     increase  in  outstanding  shares, and the then applicable  Conversion
     Price shall be correspondingly decreased.

               (2)  If after the date  hereof  the  number  of  outstanding
     shares of Common Stock is decreased by a consolidation, combination or
     reclassification  of  shares  of  Common Stock or other similar event,
     then, upon the effective date of such  consolidation,  combination  or
     reclassification,  the  number of shares of Common Stock issuable upon
     conversion  of  shares of 8%  Convertible  Preferred  Stock  shall  be
     decreased in proportion  to  such  decrease in outstanding shares, and
     the  then  applicable  Conversion  Price   shall   be  correspondingly
     increased.

               (3)  If after the date hereof any capital reorganization  or
     reclassification  of the Common Stock of the Company, or consolidation
     or merger of the Company with another entity (other than a merger with
     a wholly-owned subsidiary  of  the  Company  or  a merger in which the
     Company is the surviving entity), or the sale of all  or substantially
     all  of its assets to another entity or other similar event  shall  be
     effected,    then    as    a   condition   of   such   reorganization,
     reclassification, consolidation,  merger,  or  sale,  lawful  and fair
     provision   shall  be  made  whereby  the  holders  of  shares  of  8%
     Convertible Preferred Stock shall thereafter have the right to convert
     shares of 8%  Convertible  Preferred Stock and receive, upon the basis
     and upon the terms and conditions  specified  in  this Section B(I) of
     Article III and in lieu of the shares of Common Stock  of  the Company
     immediately theretofore receivable upon the conversion of shares of 8%
     Convertible Preferred Stock, such shares of stock, securities,  assets
     or other consideration as may be issued or payable with respect to  or
     in  exchange for the number of outstanding shares of such Common Stock
     immediately  theretofore receivable upon the conversion of share of 8%
     Convertible    Preferred     Stock,     had    such    reorganization,
     reclassification, consolidation, merger,  or  sale not taken place and
     in such event appropriate provision shall be made  with respect to the
     rights  and  interests of the  holder to the end that  the  provisions
     hereof shall thereafter be applicable, as nearly as may be in relation
     to any share of  stock,  securities  or  assets thereafter deliverable
     upon the conversion of shares of 8% Convertible  Preferred Stock.  The
     Company  shall not effect any consolidation, merger,  or  sale  unless
     prior to the  consummation thereof the successor entity (if other than
     the Company) resulting  from  such  consolidation  or  merger,  or the
     corporation purchasing such assets, shall assume by written instrument
     executed  and  delivered  to  all  holders of shares of 8% Convertible
     Preferred Stock the obligation to deliver  to the holders thereof such
     shares  of  stock, securities, assets or other  consideration  as,  in
     accordance with the foregoing provisions, such holders may be entitled
     to acquire upon  conversion  of  shares  of  8%  Convertible Preferred
     Stock.

          (v)  CERTIFICATE AS TO ADJUSTMENTS.  Upon the  occurrence of each
adjustment or readjustment of the Conversion Price pursuant to this Section
(C), the Company shall promptly compute such adjustment or  readjustment in
accordance  with  the  terms  hereof  and  furnish  to  each  holder of  8%
Convertible   Preferred  Stock  a  certificate,  signed  by  the  Company's
President or Chief  Financial  Officer,  setting  forth  such adjustment or
readjustment and showing in detail the facts upon which such  adjustment or
readjustment is based.  The Company shall, upon the written request  of any
holder  of 8% Convertible Preferred Stock, furnish or cause to be furnished
to such holder  a  like  certificate setting forth (1) such adjustments and
readjustments, (2) the Conversion  Price at the time in effect, and (3) the
number of shares of Common Stock and  the amount, if any, of other property
which at the time would be received upon  the  conversion of 8% Convertible
Preferred Stock.

          (vi) FRACTIONAL SHARES.  No fractional  shares  of  Common  Stock
shall be issued upon conversion of the 8% Convertible Preferred Stock,  and
the  number  of  shares of Common Stock to be issued shall be rounded up to
the nearest whole  share.   All shares of Common Stock (including fractions
thereof) issuable upon conversion  of more than one share of 8% Convertible
Preferred Stock by a holder thereof  shall  be  aggregated  for purposes of
determining  whether  the  conversion would result in the issuance  of  any
fractional share.

          (vii) NO IMPAIRMENT.   The  Company will not, by amendment of its
Articles  of  Incorporation  or  through any  reorganization,  transfer  of
assets, consolidation, merger, dissolution,  issue or sale of securities or
any  other  voluntary  action,  avoid or seek to avoid  the  observance  or
performance of any of the terms to  be  observed  or performed hereunder by
the Company but will at all times in good faith assist  in the carrying out
of all the provisions of this Section (C) and take all such  action  as may
be  necessary  or appropriate in order to protect the conversion rights  of
the holders of the 8% Convertible Preferred Stock against impairment.

          (viii) RESERVATION OF COMMON STOCK ISSUABLE UPON CONVERSION.  The
Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for issuance upon the conversion
of shares of 8% Convertible Preferred Stock as herein provided, such number
of shares of Common Stock as, from time to time, shall be issuable upon the
conversion of all  the  shares of the 8% Convertible Preferred Stock at the
time outstanding.

     Section (D). VOTING RIGHTS.

          (i)  Except as  set  forth  below  in  Section  (H)  hereof or as
otherwise  provided  by  Louisiana  law, shares of 8% Convertible Preferred
Stock shall not be entitled to a vote.   In  all cases where the holders of
shares of 8% Convertible Preferred Stock have  the right to vote separately
as a class as provided elsewhere herein or otherwise by Louisiana law, such
holders  shall be entitled to one vote for each such  share  held  by  them
respectively.

          (ii) Without the affirmative vote of the holders of not less than
a majority of the shares of 8% Convertible Preferred Stock, voting together
as a single class, the Company shall not:

               (1)  amend  its  Articles  of  Incorporation  or  any  other
     document  to alter or change any rights, preferences or privileges  of
     the 8% Convertible Preferred Stock;

               (2) authorize another class or series of shares senior to or
     ranking pari  passu  with  the  8%  Convertible  Preferred  Stock with
     respect  to  dividends  or  distribution  of  assets  on  liquidation,
     dissolution or the winding up of the affairs of the Company; or

               (3) purchase, redeem or otherwise acquire any Junior  Stock,
     either directly or through a subsidiary.

     Section (E). REDEMPTION.

          (i)  The  Company  shall  have  the right, at any time and at its
sole option and election, to redeem the shares  of 8% Convertible Preferred
Stock, in whole or in part, on such date as may be specified in a notice of
redemption  given  in  accordance with Section (E)(ii)  (any  such  date  a
"Redemption Date") at a  price  per share (the "Redemption Price") equal to
100% of the Preferred Liquidation  Value  (which includes accrued dividends
thereon, whether or not declared or due, to the applicable Redemption Date)
in immediately available funds.

          (ii) Notice  of  any  redemption  of  shares  of  8%  Convertible
Preferred Stock shall be mailed at least thirty  (30),  but  not  more than
sixty (60), days prior to the applicable Redemption Date to each holder  of
the  shares  of  8%  Convertible  Preferred  Stock  to be redeemed, at such
holder's address as it appears on the transfer books  of  the  Company.  In
order  to  facilitate  the redemption of shares of 8% Convertible Preferred
Stock, the Board of Directors  may  fix a record date for the determination
of shares of 8% Convertible Preferred  Stock  to  be redeemed, or may cause
the transfer books of the Company for the 8% Convertible Preferred Stock to
be closed, not more than sixty (60) days or less than  ten  (10) days prior
to the applicable Redemption Date.

          (iii)  Notice  of  redemption  having  been given as provided  in
Section  (E)(ii),  notwithstanding that any certificates  for  such  shares
shall not have been  surrendered  for  cancellation,  from  and  after  the
Redemption  Date  designated  in  the  notice  of redemption (1) the shares
represented thereby shall no longer be deemed outstanding,  (2)  the rights
to  receive  dividends thereon shall cease to accrue and (3) all rights  of
the holders of  shares  of  8%  Convertible  Preferred Stock to be redeemed
shall  cease  and  terminate,  excepting  only the  right  to  receive  the
Redemption Price therefor and the right to  convert such shares into shares
of Common Stock (or other series of Preferred  Stock)  until  the  close of
business on the applicable Redemption Date, in accordance with Section  (C)
hereof.

     Section   (F).  REACQUIRED  SHARES.   Any  shares  of  8%  Convertible
Preferred Stock  converted,  exchanged,  redeemed,  purchased  or otherwise
acquired  by  the  Company  in  any manner whatsoever shall be retired  and
canceled promptly after the acquisition  thereof.   No such shares shall be
reissued.

     Section  (G). PREEMPTIVE RIGHTS.  Except as provided  herein,  the  8%
Convertible Preferred  Stock  is  not  entitled to any preemptive rights in
respect of any securities of the Company

     Section (H). AMENDMENT AND WAIVER.   The  Company  may  not amend this
Section  (B)(I)  of its Articles of Incorporation or waive compliance  with
any of the provisions  hereof  without, in either instance, the affirmative
vote (at a meeting) or the written  consent  (with or without a meeting) of
the holders of a majority of the shares of 8%  Convertible Preferred Stock;
provided that no such action will change the dividend  rate,  the Preferred
Liquidation Value, the Conversion Price or the amount payable on redemption
of the 8% Convertible Preferred Stock without the prior written  consent of
each holder of 8% Convertible Preferred Stock.

     Section  (I).  SEVERABILITY  OF  PROVISIONS.  Whenever possible,  each
provision hereof shall be interpreted in  a  manner  as to be effective and
valid  under  applicable law, but if any provision hereof  is  held  to  be
prohibited by or  invalid  under  applicable  law,  such provision shall be
ineffective only to the extent of such prohibition or  invalidity,  without
invalidating  or  otherwise  adversely  affecting  the remaining provisions
hereof.   If  a  court of competent jurisdiction should  determine  that  a
provision hereof would  be  valid  or  enforceable if a period of time were
extended  or  shortened  or  a  particular  percentage  were  increased  or
decreased, then such court may make such change  as  shall  be necessary to
render the provision in question effective and valid under applicable law.