OMNI ENERGY SERVICES CORP.
                                      AND
                               JOHN H. UNTEREKER

                   EMPLOYMENT AND NON-COMPETITION AGREEMENT

     THIS  AMENDED  AND  RESTATED  EMPLOYMENT AND NON-COMPETITION AGREEMENT
(the "Agreement") is made and entered  into on this twenty-first (21st) day
of  July,  1998, by and between OMNI ENERGY  SERVICES  CORP.,  a  Louisiana
corporation  (hereinafter  referred  to  as  the  "Company"),  and  JOHN H.
UNTEREKER, a resident of the State of Louisiana (hereinafter referred to as
"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 August 4, 1998 and shall  expire  on  August  4,  2001,  except that the
provisions  of  Sections  7  and  8  of  this  Agreement shall survive  the
termination of this Agreement for a period of two (2) years thereafter.

     3.   COMPENSATION.   The  Company  shall compensate  the  Employee  as
follows:

          (a)   Base  salary  of  One  Hundred   Fifty   Thousand   Dollars
($150,000.00) per annum during the term of this Agreement.

          (b)   Guaranteed bonus of Seventy-five Thousand Dollars ($75,000)
per annum payable  annually on or before the 30th day following each fiscal
year end of the Company  during  the  term  of  this  Agreement  or, at the
Employee's option, payable in equal monthly installments of $6,250.

          (c)   Options to acquire 55,000 shares of common stock, $.01  par
value per share,  of  the  Company  (the  "Common  Stock"),  which shall be
granted  within  three  business  days  of  August  4, 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."

          (d)  Of  the  55,000  options granted pursuant to paragraph 3(c),
5,000 will be designated guaranteed  return options (the "Guaranteed Return
Options").  If on the third anniversary  of  the date of grant, the closing
price  of  the  Common  Stock, as reported on the  Nasdaq  National  Market
System, or such other exchange on which the Common Stock is then traded, is
not at least $10.00 greater  than  the  per  share  exercise  price of such
Guaranteed  Return  Options,  then  as  to  each  Guaranteed  Return Option
remaining  unexercised  at  such  date, the Company shall pay Employee  the
difference between $10.00 and such exercise price.

     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.   For  purposes  of  the  Benefit  Plans  and  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.

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

     5.  DUTIES.  During the term of this Agreement,  Employee  shall serve
as Executive Vice President (with responsibilities which shall include  but
shall  not  be limited to all accounting and financial reporting functions)
or in a more  senior  position,  shall  report  to  the  Chairman and 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 Chief Executive Officer or Board of Directors.

     6.  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
remaining  base salary and guaranteed bonus pursuant to Sections  3(a)  and
(b) of this Agreement, for the remainder of the term set forth in Paragraph
2 hereof  (but  in  no  event  less than $112,500) in one payment within 10
business days of such 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  5,  and  with
generally accepted  industry  standards  for  executive  vice-presidents in
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.

     7.   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 (whether such termination occurs because of a breach of this
Agreement by the Company  or  by Employee, because of a termination of this
Agreement by the Company, or otherwise),  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.

     8.  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 (whether such termination occurs because of
a  breach  of  this Agreement by the Company or by Employee, because  of  a
termination of this  Agreement  by the Company, or otherwise), (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.

     9.  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.

     10.   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.

     11.  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.

     12.  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: John H. Untereker
                    422 W. Farrel Road
                    Lafayette, LA   70508

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

     13.  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.

     14.  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.

     15.  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.

     16. 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.

     17.  SECTION HEADINGS.   Section  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.

     18.  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.

     19.  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.

     20.  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.

     21.  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 and Chief Executive Officer


                              EMPLOYEE


                                   /s/  John H. Untereker
                                   ------------------------
                                   JOHN H. UNTEREKER