OMNI ENERGY SERVICES CORP.
                                AND
                         ROBERT F. NASH

             EMPLOYMENT AND NON-COMPETITION AGREEMENT

     THIS  AMENDED  AND  RESTATED  EMPLOYMENT AND NON-COMPETITION AGREEMENT
(the "Agreement") is made and entered into on this 17th day of August 1998,
by and between OMNI ENERGY SERVICES  CORP.,  a  Louisiana  corporation (the
"Company"),  and  ROBERT  F.  NASH,  a resident of the State of Texas  (the
"Employee").

     WHEREAS, the Company desires to obtain  the  services  of the Employee
upon the terms and conditions contained herein; and

     WHEREAS, the Employee desires to provide his services to  the  Company
upon the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1.   EMPLOYMENT  The  Company  has  agreed  to  hire  Employee and the
Employee  has  agreed  to  be  employed  by the Company upon the terms  and
conditions hereinafter set forth.

     2.   TERM.  Subject to the provisions  for  termination as hereinafter
provided, the term of Employee's employment with the Company shall commence
on September 1, 1998 and shall expire on September 7, 1999, except that the
provisions  of  Paragraphs  8  and 9 of this Agreement  shall  survive  the
termination of this Agreement for the periods set forth therein.

     3.   COMPENSATION.  Subject  to  adjustment  pursuant  to  Paragraph 5
hereof,  the  Company  shall  compensate  the  Employee  as  follows (which
compensation shall be in addition to any additional compensation  otherwise
available to Employee pursuant to Paragraph 4 hereof):

          (a)  Base salary of One Hundred Fifty Thousand Dollars ($150,000)
per annum during the term of this Agreement.

          (b)  Guaranteed  bonus of Seventy-five Thousand Dollars ($75,000)
per annum payable in equal monthly  installments  of $6,250 during the term
of this Agreement.

          (c)  Options to acquire 150,000 shares of  common stock, $.01 par
value  per  share,  of  the Company (the "Common Stock"),  which  shall  be
granted within three business  days  of  September  1,  1998, shall have an
exercise price equal to the fair market value of such stock  on the date of
grant, and shall be granted under the Stock Incentive Plan of  the  Company
and  pursuant  to  that certain option agreement attached hereto as Exhibit
"A."

     4.   OTHER BENEFITS.  Employee shall be entitled to participate in all
employee benefit plans  or  arrangements  that  the Company makes generally
available now or in the future to its executive officers, such as vacation,
sick   leave,  life  insurance,  health  insurance,  long-term   disability
insurance,  retirement and incentive bonus plans.  Any payments or benefits
payable to Employee  hereunder in respect of any calendar year during which
Employee is employed by  the  Company  for less than the entire year shall,
unless otherwise provided in the applicable  Benefit  Plan,  be prorated in
accordance with the number of days in such calendar year during which he is
so  employed.  To  the  extent  consistent  with  each  such  Benefit Plan,
Employee's  base salary shall be considered the base salary and  guaranteed
bonus set forth  in Sections 3(a) and (b) of this Agreement for purposes of
the Benefit Plans.

     Employee shall  be  reimbursed  all usual and customary out-of-pocket,
third  party expenses of relocation to  the  Carencro-Lafayette,  Louisiana
area in an amount up to $25,000 and shall be reimbursed for living expenses
in the Carencro-Lafayette  area,  including  the  costs  of  an  apartment,
utilities  and  phone  service;  all  upon  presentation  of  documentation
sufficient for federal income tax purposes.

     Employee shall be entitled in each year, at a time convenient  to  the
Company,  to a vacation of four weeks on the same policies as applicable to
employees of the Company generally and during which his salary will be paid
in full.

     5.   CHIEF EXECUTIVE OFFICER AND ADDITIONAL BENEFITS.  If on or before
August 31,  1999  Employee is named Chief Executive Officer by the Board of
Directors, Employee  and  the  Company will enter into a new agreement, the
terms and conditions of which shall  be identical to this Agreement, except
that (i) the term of such agreement shall  be  extended  so as to expire on
the third anniversary of the effective date of the naming  of  Employee  as
Chief  Executive  Officer  (the  "Promotion  Date"),  (ii)  unless  earlier
terminated,  the  term of such agreement will be automatically extended  by
one year on each anniversary  of  the  Promotion  Date and (iii) Employee's
combined base salary and guaranteed bonus shall be  increased  to  $300,000
per annum.

     6.   DUTIES.  During the term of this Agreement, Employee shall  serve
as  Chief  Operating  Officer  and  Executive  Vice  President with powers,
authority and functions commensurate with such positions,  shall  report to
the  Chairman  and  the Chief Executive Officer or Board of Directors,  and
shall  perform  such duties,  commensurate  with  such  positions,  as  are
assigned to him by the Chairman and the Chief Executive Officer or Board of
Directors.

     7.   TERMINATION.  This Agreement may be terminated at any time by the
Company, without prior notice, for cause or for breach of any obligation of
Employee to Company,  in  which case this Agreement shall terminate without
further obligation to the Company  other  than  for  obligations  that have
accrued  to the date of termination, which obligations shall be paid  in  a
lump sum in  cash  within  30  days  of  the  date  of  termination.   Upon
termination  of  this  Agreement  by  the  Company  without cause or in the
absence  of  a  breach  of  an obligation of Employee to the  Company,  the
Company shall pay to Employee,  in  addition to all amounts or compensation
to which he is entitled pursuant to the  Company's termination policies and
plans then in effect, if any, as severance  pay,  an  amount  equal  to the
greater  of (i) the remaining base salary and guaranteed bonus pursuant  to
Paragraphs 3(a) and (b) of this Agreement for the remainder of the term set
forth in Paragraph  2  hereof  or  (ii)$112,500  in  one  payment within 10
business days of such termination.

     This Agreement may be terminated at any time by the Employee  on  four
weeks  prior  written  notice, in which case this Agreement shall terminate
without further obligation  to  the Company other than for obligations that
have accrued to the date of termination, which obligations shall be paid in
a lump sum in cash within 30 days of the date of termination.

     For purposes of this Agreement,  the  Company  shall  have "cause" for
termination of Employee's employment hereunder upon the occurrence  of  any
of  the  following:  (i) the continued failure by Employee to substantially
perform  his  material duties  hereunder  according  to  objective  written
standard(s) as  provided  from  time  to  time  by  the  Board of Directors
consistent  with Employee's duties as set forth in Paragraph  6,  and  with
generally accepted  industry  standards  for  chief  operating  officers of
similar companies, after demand for substantial performance is delivered by
the  Company  to  Employee  in  writing,  which demand shall set forth  the
objective standard(s) which the Company believes  have  not  been  met, and
after  a  reasonable period of time, not less than thirty (30) days,  shall
have elapsed  after  said  Notice  during  which  Employee  shall  have  an
opportunity  to cure the alleged deficiency, (ii) the Employee's conviction
of a felony, (iii)  any  acts  of  dishonesty  or  deceit  by  the Employee
involving   the  Company's  business  or  his  performance  of  his  duties
hereunder, or  (iv) a material breach of any fiduciary duty of loyalty owed
to the Company by  the  Employee.   Any act, or failure to act, by Employee
that is based upon authority given pursuant  to instructions from the Chief
Executive Officer or pursuant to a resolution  duly adopted by the Board or
based  upon  the  advice of counsel for the Company  shall  not  constitute
"cause" for termination of Employee's employment with the Company.

     8.   CONFIDENTIALITY  AND  NON-DISCLOSURE  OF  INFORMATION.   Employee
agrees that the names of the Company's customers and its pricing structure,
processes,  operations,  marketing  programs,  sales  techniques,  designs,
specifications  and  other  trade  secrets which are not part of the public
domain and not reasonably discoverable  except by virtue of employment with
the Company, (collectively referred to herein as "Proprietary Information")
are valuable, special and unique assets of the Company.  Employee will not,
during  the  term  of Employee's employment  hereunder  and  for  a  period
expiring two (2) years after the termination of Employee's employment under
this Agreement (one (1) year if terminated without cause or absent a breach
of any obligation of   Employee  to  the  Company), directly or indirectly,
utilize for the benefit of any person, business, enterprise or entity other
than  the  Company  or  disclose  any  portion or  part  of  the  Company's
Proprietary Information to any person, firm,  corporation,  association  or
other  entity  for  any  reason  or purpose whatsoever.  Furthermore, it is
agreed that all data, lists, papers, memoranda, documents, and all products
of Employee's skill, resulting from  Employee's employment hereunder, shall
be and remain the sole and exclusive property  of the Company, and Employee
shall execute any and all agreements and instruments  that may be necessary
to evidence the Company's ownership of such property.

     9.    COVENANT OF NON-COMPETITION.  For the period  beginning  on  the
date  hereof and expiring two (2) years after the termination of Employee's
employment  under  this Agreement (one (1) year if terminated without cause
or absent a breach of  any  obligation  of  Employee  to  the Company), (a)
Employee   will   not,  directly  or  indirectly,  within  any  parish   or
municipality in Louisiana  set  forth  on  Exhibit  "B" or in any county or
municipality of any other state or foreign jurisdiction  in which customers
of the Company are located or reside, solicit, induce or otherwise  contact
customers  of  the Company for the purpose of soliciting business from  the
Company's customers,  or  any other purpose whatsoever which is detrimental
to the Company or its business;  and  (b)  Employee  will  not, directly or
indirectly,  within  any parish or municipality in Louisiana set  forth  on
Exhibit "B" or in any  other  state  or  foreign  jurisdiction in which the
Company  engages  in  or  has  engaged in business, own,  manage,  operate,
control, be employed by, consult  with,  or  participate  in, any business,
enterprise,  or entity (including a sole proprietorship of Employee)  which
owns,  operates  or  controls  any  geophysical  services  business,  which
business  includes but is not limited to the provision of seismic drilling,
seismic surveying,  and  services  which are material and integral to those
businesses, including aviation operations.   Notwithstanding the foregoing,
the Employee shall not be prohibited from owning not more than five percent
(5%)  of  the  outstanding  shares  of capital  stock  of  a  publicly-held
corporation engaged in the business of the Company, which shares are listed
for trading on a national securities exchange.

     10.  REFORMATION/SAVINGS CLAUSE.  The parties agree that if either the
length of time or the geographical area  of  Employee's covenants contained
herein are deemed too restrictive by any court of competent jurisdiction in
any proceeding involving the validity of said covenants, then the court may
reduce  the  offending  restriction  to the maximum  restriction  it  deems
reasonable under the circumstances so  as  to  give the maximum permissible
effect to the intentions of the parties as set forth  herein, and the court
may enforce such provisions as so reformed.

     11.  REMEDIES  AND  EQUITABLE  PROVISIONS.   The following  provisions
shall apply in respect of Employee's covenants and  agreements contained in
this Agreement:

          (a)  Employee acknowledges and agrees that  Employee's  covenants
contained  in  this  Agreement  are reasonable and necessary for the proper
protection of the Company and that  the Employee's agreements herein not to
compete with the Company shall not hinder  Employee  in  obtaining  gainful
employment at the termination of this Agreement in the event Employee shall
desire such employment.

          (b)  Employee  acknowledges and agrees that the Company does  not
have an adequate remedy at  law  for  the  breach  or  threatened breach of
Employee's  covenants  contained in this Agreement, and Employee  therefore
agrees that the Company,  in  addition  to  any  other  remedy which may be
available  to  it,  shall  be entitled to enforce Employee's  covenants  by
injunction or other equitable means.

     12.  COMPANY INDEMNIFICATION.  Company agrees to defend, indemnify and
hold harmless Employee from  any  demand, loss, cost or expense, including,
but not limited to attorney's fees, arising from or related to any claim by
any  former  employer  of Employee based  on  any  alleged  breach  of  any
purported covenant of confidentiality and/or non-competition agreement.

     13.   NOTICES.  Any  notice  required  or  permitted to be given under
this Agreement shall be sufficient if in writing,  and if sent by certified
mail:

     If to Employee: Robert F. Nash
                     20718 Castle Bend
                     Katy, TX  77450

     If to Company: Omni Energy Services Corp.
                    4500 N.E. Evangeline Thruway
                    Carencro, LA   70520

     14.  WAIVER OF BREACH.  The waiver or nonenforcement by the Company of
a  breach  of  any  provision of this Agreement by the Employee  shall  not
operate or be construed  as  a  waiver  of  any  subsequent  breach  by the
Employee.

     15.  ASSIGNMENT.   Employee  acknowledges  that  the  services  to  be
rendered  by  him  are  unique and personal.  Accordingly, Employee may not
assign any of his rights or delegate any of his duties or obligations under
this Agreement.  The rights  and  obligations  of  the  Company  under this
Agreement  shall  inure  to  the  benefit of and shall be binding upon  the
successors and assigns of the Company.

     16.  SEVERABILITY.  Every provision  of  this Agreement is entitled to
be severable.  The parties agree that if any term  or  provision  hereof is
held to be illegal, invalid, against public policy or unenforceable for any
reason  whatsoever,  such  illegality  or  invalidity  shall not affect the
validity  of the remainder of  the Agreement, and the remaining  provisions
of this Agreement shall not be affected thereby.

     17.  AMENDMENTS.  No alterations, modifications, amendments or changes
herein shall be effective or binding upon the parties unless the same shall
have been agreed in writing by all the parties.

     18.  PARAGRAPH   HEADINGS.   Paragraph  and  other  headings  in  this
Agreement are for reference  purposes  only,  and are in no way intended to
describe, interpret, define or limit the scope  or  extent of any provision
hereof.

     19.  COUNTERPART EXECUTION.  This Agreement may  be  executed  in  any
number  of  counterparts  with the same effect as if all parties hereto had
signed the same document.  All counterparts shall be construed together and
shall constitute one agreement.

     20.  APPLICABLE LAW.   The  Company and Employee acknowledge and agree
that the law of several states could,  conceivably,  apply  to the terms of
this  Agreement.   In  order  to  provide  certainty  with  respect to  the
construction, interpretation and enforcement of this Agreement,  it  is the
intention  of  the parties that the internal laws of the State of Louisiana
shall govern the  construction, interpretation, validity and enforcement of
each term of this Agreement.

     21.  RIGHTS CUMULATIVE.   The rights of the Company hereunder shall be
cumulative and the enforcement by  Company of any right shall not affect in
any way the ability of the Company to  enforce any other right hereunder or
any right or remedy of the Company at law or in equity.

     22.  ENTIRE AGREEMENT.  This instrument  contains the entire agreement
of  the  parties and may not be changed orally but  only  by  agreement  in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

     IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement to be
executed and the Employee has hereunto set his hand as of the  day and year
first above written.

                              COMPANY

                              OMNI ENERGY SERVICES CORP.


                              BY:  /S/ DAVID A. JEANSONNE
                                  ________________________
                                   DAVID A. JEANSONNE
                                   Chairman of the Board
                                and Chief Executive Officer



                                EMPLOYEE

                                  /s/ ROBERT F. NASH
                                  _______________________
                                      ROBERT F. NASH
                                         
<PAGE>