THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


     THIS  THIRD  AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective as of  October  30,  1998 (the "Third Amendment"), among OMNI
ENERGY SERVICES CORP., a Louisiana corporation  (the  "Borrower"), American
Aviation  L.L.C.,  a Missouri limited liability company ("Aviation"),  Omni
Marine & Supply, Inc.,  a  Louisiana corporation ("Marine"), Hamilton Drill
Tech  Inc.,  an  Alberta,  Canada  corporation  ("Hamilton"),  OMNI  ENERGY
SERVICES-ALASKA, INC., an Alaska  corporation ("Omni Alaska"), and HIBERNIA
NATIONAL BANK, a national banking association (the "Bank").

                           W I T N E S S E T H:

     WHEREAS, the Borrower, Aviation,  Marine, and the Bank have heretofore
entered into an Amended and Restated Loan Agreement dated as of January 20,
1998, as amended by First Amendment thereto dated as of March 31, 1998, and
as amended by Second Amendment thereto dated  as  of  July  31, 1998 (as so
amended,  the "Loan Agreement"), pursuant to which the Bank established  in
favor of the  Borrower  certain credit facilities consisting of Acquisition
Loans, Revolving Loans, and a Term Loan;

     WHEREAS, subsequent  to  the execution of the Loan Agreement, Hamilton
and Omni Alaska became wholly-owned subsidiaries of the Borrower;

     WHEREAS, the Loans by the  Bank  to  the  Borrower  are guaranteed, in
solido, by Aviation, Marine, and Hamilton as the Guarantors;

     WHEREAS, pursuant to this Third Amendment the Loans by the Bank to the
Borrower will be guaranteed, in solido, by Omni Alaska;

     WHEREAS,  the  Borrower,  with  the  consent  of  the Guarantors,  has
requested that Lender extend a temporary non-revolving line  of  credit  to
the Borrower, the proceeds of which will be used by the Borrower to finance
certain  acquisitions  by  the  Borrower  and to finance an investment in a
foreign joint venture; and

     WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended by this Third Amendment, the Bank is  willing to extend a temporary
non-revolving line of credit to the Borrower.

     NOW,  THEREFORE, the parties hereto, in consideration  of  the  mutual
covenants hereinafter  set  forth and intending to be legally bound hereby,
agree as follows:

     1.   DEFINED TERMS.  Capitalized  terms  used herein which are defined
in the Loan Agreement are used herein with such defined meanings, except as
may be expressly set forth in this Third Amendment.

     2.   DEFINED TERMS REVISION.

          (a)  The definition of the term "Borrowing Base Amount" appearing
in Section 1.1 on page 3 of the Loan Agreement,  as  restated by the Second
Amendment thereto, is hereby deleted and restated as follows:

               "BORROWING BASE AMOUNT" shall mean:  (a)  for  the
               Revolving Loan Commitment, at any time, based upon
               the  most  recent  timely submitted borrowing base
               certificate submitted  by  or  on  behalf  of  the
               Borrower (but not less than on a weekly basis), as
               the  same  may  be adjusted by the Bank on a daily
               basis upon review of the Borrower's sales journals
               and  cash  receipts  and  as  a  result  of  field
               examinations  of  the Collateral (using reasonable
               lending   discretion),    the    lesser   of   (i)
               $10,000,000.00 or (ii) the sum of  (x)  the amount
               of  Qualified  Receivables  at  such time and  (y)
               advances, using reasonable lending  discretion and
               up   to   the  sublimit  (in  the  aggregate)   of
               $5,000,000.00,    to    finance   the   Borrower's
               acquisition of Eligible Parts  and Supplies, which
               advances are limited to a loan to  value  ratio of
               50%; (b) for the Acquisition Loan Commitment,  the
               lesser  of  (i) $9,000,000.00 or (ii) advances for
               acquisitions  of  entities  by  the  Borrower  are
               limited  to  an  earnings multiple of less than or
               equal to 5x projected  EBITDA  of the entity to be
               acquired   (based  upon  the  Borrower's   current
               dayrates or  contracts)  and  advances for capital
               expenditures are limited to a loan  to value ratio
               of  75%  for  geophysical  equipment and  80%  for
               aviation equipment.  Further,  for the Acquisition
               Loan Commitment, advances to finance  the purchase
               of geophysical equipment are subject to a sublimit
               (in  the aggregate) of $4,000,000.00; or  (c)  for
               the Bridge  Line  Commitment,  (i)  the  lesser of
               $6,639,200.00  or (ii) the sum of (x) advances  to
               the  Borrower  (or   its   wholly   owned  foreign
               subsidiaries) for investment in any Bank  approved
               foreign joint venture shall be limited to a  total
               aggregate  amount  of  $4,750,000.00, (y) advances
               for acquisitions of entities  by  the Borrower are
               limited to an earnings multiple of  less  than  or
               equal  to  5x projected EBITDA of the entity to be
               acquired  (based   upon   the  Borrower's  current
               dayrates  or  contracts),  and   (z)  advances  to
               finance the purchase by the Borrower  of  the real
               estate  and  improvements owned by David Jeansonne
               (or an entity  controlled  by him) located at 4484
               N.E.   Evangeline  Thruway,  Carencro,   Louisiana
               70520, shall  be  limited  to  80%  of the current
               appraised  fair  market value of said real  estate
               and improvements.

          (b)  The  definition  of  the  term  "Commitments"  appearing  in
Section 1.1 on page 4 of the Loan  Agreement is hereby deleted and restated
as follows:

               "COMMITMENTS"   shall  mean,   collectively,   the
               Revolving Loan Commitment,  the  Acquisition  Loan
               Commitment,  the  Term  Loan  Commitment,  and the
               Bridge Loan Commitment.

          (c)  The definition of the term "Guarantor" appearing  in Section
1.1  on  page  6 of the Loan Agreement, as restated by the Second Amendment
thereto, is hereby deleted and restated as follows:

               "GUARANTOR"      shall      mean     individually,
               interchangeably, and collectively,  Omni  Marine &
               Supply,  Inc.,  a  Louisiana corporation, and  its
               successors and assigns,  American Aviation L.L.C.,
               a  Missouri  limited liability  company,  and  its
               successors and  assigns,  and  Hamilton Drill Tech
               Inc., an Alberta corporation, and  its  successors
               and  assigns,  Omni  Energy  Services  Alaska,  an
               Alaska   corporation,   and   its  successors  and
               assigns,   and  any  wholly-owned  Subsidiary   of
               Borrower that  the  Borrower  currently has or may
               hereafter acquire.

          (d)  The definition of the term "Guaranty"  appearing  in Section
1.1  on  page 6 of the Loan Agreement, as restated by the Second Amendment,
is hereby deleted and restated as follows:

               "GUARANTY"  shall mean, collectively, that certain
               Commercial Guaranty  dated  January  20,  1998  by
               Aviation  in  favor  of  the  Bank,  that  certain
               Commercial Guaranty dated January 20, 1998 by Omni
               Marine  in  favor  of  the  Bank, and that certain
               Commercial Guaranty dated May 19, 1998 by Hamilton
               in favor of the Bank, and that  certain Commercial
               Guaranty by Omni Alaska dated October  30, 1998 in
               favor of the Bank.

          (e)  The definition of the term "Loans" appearing  in Section 1.1
on page 7 of the Loan Agreement is hereby deleted and restated as follows:

               "LOANS"  shall  mean,  collectively, the Revolving
               Loans, the Acquisition Loans,  the  Term Loan, and
               the Bridge Loans.

          (f)  The definition of the term "Notes" appearing  in Section 1.1
on page 8 of the Loan Agreement is hereby deleted and restated as follows:

               "NOTES"  shall  mean,  collectively, the Revolving
               Note, the Acquisition Note, the Term Note, and the
               Bridge Note, as each of  them  may  be  renewed or
               extended, together with all other promissory  note
               or  notes given in renewal, substitution, or as  a
               refinancing   of  any  part  of  the  indebtedness
               evidenced thereby.

          (g)  The definition of "Request for Advance" appearing in Section
1.1 on page 9 of the Loan Agreement  is  hereby  deleted  and  restated  as
follows:

               "REQUEST  FOR  ADVANCE"  shall mean the Borrower's
               request for an Acquisition Loan, a Revolving Loan,
               or a Bridge Loan, as the case may be.

          (h)  The definition of the term  "Security  Agreements" appearing
in Section 1.1 on pages 9-10 of the Loan Agreement (as specifically amended
by the Second Amendment) is hereby deleted and restated as follows:

               "SECURITY AGREEMENTS" shall mean (i) that  certain
               Commercial Security Agreement dated July 19, 1996,
               by  Omni  Geophysical  in  favor  of  the Bank, as
               amended  by  First Amendment thereto dated  as  of
               June 13, 1997,  by  Second Amendment thereto dated
               as of August 6, 1997,  by  Third Amendment thereto
               dated  as  of  September  30,  1997,   by   Fourth
               Amendment  thereto  dated as of November 21, 1997,
               and by Fifth Amendment thereto dated as of January
               20,  1998,  affecting  all   of   the   properties
               described  therein,  (ii)  that  certain  Security
               Agreement (Fixtures) by Omni Geophysical dated  as
               of  June 13, 1997 in favor of the Bank, as amended
               by First Amendment thereto dated as of January 20,
               1998,   (iii)   that   certain  Aircraft  Security
               Agreement  by Aviation dated  August  6,  1997  in
               favor of the  Bank,  as amended by First Amendment
               thereto  dated as of December  29,  1997,  and  by
               Second Amendment  thereto  dated as of January 20,
               1998,   (iv)  that  certain  Commercial   Security
               Agreement  dated  August  6,  1997  by Aviation in
               favor  of the Bank, as amended by First  Amendment
               thereto  dated  as  of  January 20, 1998, (v) that
               certain  Commercial  Security   Agreement  by  the
               Borrower in favor of the Bank dated  as of January
               20,  1998,  (vi) that certain Commercial  Security
               Agreement by  Omni  Marine dated as of January 20,
               1998  in favor of the  Bank,  (vii)  that  certain
               Commercial Security Agreement by Hamilton dated as
               of May  19, 1998 in favor of the Bank, (viii) that
               certain Aircraft  Security  Agreement  dated March
               12,  1998  by  the Borrower in favor of the  Bank,
               (ix)  that  certain  Aircraft  Security  Agreement
               dated June 4, 1998 by the Borrower in favor of the
               Bank, (x) that certain Aircraft Security Agreement
               dated June 29,  1998  by  the Borrower in favor of
               the  Bank,  (xi)  that certain  Aircraft  Security
               Agreement dated October 1, 1998 by the Borrower in
               favor of the Bank,  (xii)  that certain Commercial
               Security Agreement dated October  30, 1998 by Omni
               Alaska in favor of the Bank, (xiii)  all  security
               agreements granted prior to the date of the  Third
               Amendment by the Borrower, the Guarantors (or  any
               of  them), and/or any other Person as security for
               the  Indebtedness,   (xiv)   all  UCC-1  financing
               statements, and related documents  required by the
               Bank in connection with any of the foregoing, (xv)
               all  amendments  or  modifications to any  of  the
               foregoing,  and  (xvi)  all   additional  security
               agreements  hereafter  granted by  any  Person  as
               security for the Indebtedness,  together  with any
               and all amendments or modifications to any  of the
               foregoing,    including,    if    executed,    the
               documentation  necessary  to  create  the security
               interests referred to in paragraph 9 of the Second
               Amendment.

          (i)  The following definitions are hereby added to Section 1.1 of
the Loan Agreement:

               "BRIDGE  LINE  COMMITMENT" means the agreement  by
               the Bank to the  Borrower  to make Bridge Loans in
               accordance with the provisions  of  paragraph 3 of
               the Third Amendment.

               "BRIDGE LINE" shall have the meaning  assigned  to
               that   term   in   paragraph  3(a)  of  the  Third
               Amendment.

               "BRIDGE NOTE" shall  have  the meaning assigned to
               that  term  in  paragraph  3(b)   of   the   Third
               Amendment.

               "OMNI  ALASKA"  shall  mean  Omni Energy Services-
               Alaska,  Inc.,  an  Alaska  corporation,  and  its
               successors and assigns.

               "SECOND AMENDMENT" shall mean  that certain Second
               Amendment to Amended and Restated  Loan  Agreement
               dated  as  of  July  31,  1998  by  and  among the
               Borrower, Aviation, Omni Marine, Hamilton, and the
               Bank.

               "THIRD  AMENDMENT"  shall mean that certain  Third
               Amendment to Amended  and  Restated Loan Agreement
               dated  as of October 30, 1998  by  and  among  the
               Borrower,  Aviation,  Omni  Marine, Hamilton, Omni
               Alaska, and the Bank.

     3.   THE BRIDGE LINE COMMITMENT.  The Loan Agreement is hereby amended
and supplemented to include the following new provisions:

          (a)  BRIDGE LINE.  Subject to the  terms and conditions
               of  this  Agreement,  as  amended  by   the  Third
               Amendment,  the  Bank  agrees  to make a temporary
               non-revolving loan to the Borrower  in  a  maximum
               aggregate  principal amount of $6,639,200.00  (the
               "Bridge Line");  provided,  however,  (a) advances
               under  the  Bridge Line Commitment are subject  to
               sublimits and loan availability limits, all as set
               forth in the  definition  of Borrowing Base Amount
               applicable  to  the  Bridge Line  Commitment,  and
               (b) that at no time shall the sum of the aggregate
               principal amount of Bridge  Loans  to the Borrower
               at such time outstanding exceed the Borrowing Base
               Amount then in effect.  In the event, at any time,
               and from time to time, the sum of all  outstanding
               Bridge   Loans   issued  and  outstanding  to  the
               Borrower exceeds the Borrowing Base Amount then in
               effect, the Borrower  shall repay the Bridge Loans
               by such an amount to cause  the  sum of the Bridge
               Loans   outstanding  to  Borrower  to  equal   the
               Borrower  Base  Amount  (or,  at the option of the
               Bank,  the  Borrower may post cash  collateral  to
               secure  such  deficiency   in  the  Borrower  Base
               Amount).  Advances by the Bank  under  the  Bridge
               Line  shall  be  used  exclusively by the Borrower
               (i) to finance any investment  by the Borrower (or
               its wholly-owned foreign subsidiaries) in any Bank
               approved foreign joint venture,  (ii)  to  finance
               the Borrower's acquisition of 100% of the stock of
               an  entity  or entities, and (iii) to finance  the
               Borrower's acquisition  of certain real estate and
               improvements from David Jeansonne  (or  an  entity
               controlled   by   him),   which  real  estate  and
               improvements are located at  4484  N.E. Evangeline
               Thruway,  Carencro,  Louisiana  70520;   provided,
               however,  the  availability  of  funds  under  the
               Bridge  Line  to  finance investments described in
               clause (i) above shall  be  subject  to a sublimit
               (in  the  aggregate) of $4,750,000.00.   The  Bank
               hereby agrees  that  the Borrower's capitalization
               of  Omni International  and  Omni  International's
               participation  in  Omni  South  America  are  Bank
               approved  foreign joint ventures.  Notwithstanding
               any provision in this Agreement, as amended by the
               Third Amendment, to the contrary, it is agreed and
               understood  that  any and all advances by the Bank
               under the Bridge Line  shall  be subject to review
               of all documentation requested  by  Bank  and  any
               such   advance   shall   be  at  the  Bank's  sole
               discretion.

          (b)  Bridge Note.  The indebtedness  to  the Bank under
               the Bridge Line shall be evidenced by a promissory
               note  made  by  the Borrower (the "Bridge  Note"),
               dated  of  even date  with  the  Third  Amendment,
               payable to the  order  of  the Bank in the maximum
               aggregate  principal  sum  of  $6,639,200.00,  and
               bearing  interest  at  the  LIBOR  Rate  plus  the
               Applicable  Margin.   The  indebtedness   of   the
               Borrower under the Bridge Note shall be payable as
               follows:   interest shall be payable quarterly and
               at the maturity  of  the  Bridge  Note, as therein
               provided;   and   principal  and  accrued   unpaid
               interest shall be due  and  payable  180 days from
               the   closing  of  the  Bridge  Line.   Upon   the
               occurrence  of an Event of Default or in the event
               the indebtedness  evidenced  by the Bridge Note is
               not paid in full on or before  its  maturity date,
               then  the  Bank  has  the  right prospectively  to
               adjust  the interest rate under  the  Bridge  Note
               until it  is  paid  in full as follows:  the LIBOR
               Rate plus the Applicable  Margin  plus  additional
               increases  to the Applicable Margin calculated  as
               follows:

               DAYS OUTSTANDING
               181 - 210 days                     .50%

               211 - 270 days                     .50%

               271 - 330 days                     .50%

          (c)  Bridge Loans.   For  each requested Bridge Loan by
               the Borrower, the Borrower  shall provide the Bank
               with   a  Request  for  Advance  and   all   other
               documentation   requested   by   the   Bank.   The
               procedures  set  forth  in  Section  3.2.2 of  the
               Agreement regarding manner and notice of borrowing
               under the Acquisition Loan Commitment  shall  also
               apply to the Bridge Line Commitment.  In addition,
               the  provisions  of Section 3.2.6 of the Agreement
               pertaining  to overlines  and  overadvances  shall
               also apply to the Bridge Line and the Bridge Note,
               it being understood however, that $6,639,200.00 is
               the maximum possible Borrowing Base Amount for the
               Bridge Line Commitment.

          (d)  Conditions  Precedent   for   Bridge  Loans.   The
               conditional  obligation  of  the Bank  to  make  a
               Bridge Loan shall be subject to  the  satisfaction
               and  continued  satisfaction,  in the Bank's  sole
               discretion, of the following conditions precedent:

               (i)    The conditions precedent specified in Section
                      9.1 of this Agreement;

               (ii)   The  Borrower and the Guarantors  shall  have
                      executed   the   Third   Amendment,  and  the
                      Borrower shall have executed the Bridge Note;

               (iii)  For  a  Bridge  Loan  pertaining   to   the
                      Borrower's  investment  in Omni International
                      and/or  Omni  International's  investment  in
                      Omni South America, the Bank's receipt of the
                      opening balance  sheet  of the Bolivian joint
                      venture  detailed in the June 12, 1998 letter
                      of intent endorsed by Edwin Waldman Attie and
                      Roger Thomas;

               (iv)   The  Bank's  receipt  of acceptable  evidence
                      that  any  acquisitions,   mergers  or  joint
                      ventures  relating  to the underlying  Bridge
                      Loan   have   occurred   (or    will    occur
                      contemporaneously  with  the  funding of such
                      Bridge Loan);

               (v)    The  Bank's  satisfaction that the  financing
                      complies  with   all   applicable   laws  and
                      regulations   and   contractual   obligations
                      deemed appropriate by the Bank;

               (vi)   The    corporate,    capital,    legal,   and
                      organizational   documents  of  the  Borrower
                      shall be satisfactory to the Bank;

               (vii)  For  a  Bridge  Loan   pertaining   to  the
                      Borrower's  investment  in Omni International
                      and/or  Omni  International's  investment  in
                      Omni South America, the Bank's receipt of the
                      first priority  security interest and opinion
                      letter described  in  paragraph  (9)  of  the
                      Second   Amendment,  in  form  and  substance
                      satisfactory to the Bank and its counsel;

               (viii) For  a  Bridge   Loan  pertaining  to  the
                      Borrower's investment  in  Omni International
                      and/or  Omni  International's  investment  in
                      Omni South America,  deliver  to  the  Bank a
                      photocopy   of   the   signed  joint  venture
                      agreement;

               (ix)   For   a   Bridge  Loan  pertaining   to   the
                      Borrower's  investment  in Omni International
                      and Omni International's  investment  in Omni
                      South     America,     deliver     reasonably
                      satisfactory  evidence to the Bank that  Omni
                      International,  Omni  South  America, and the
                      Bolivian joint venture referenced in (d)(iii)
                      above  are adequately insured with  insurance
                      companies  in  such  amounts and against such
                      risks  as  is usually carried  by  owners  of
                      similar businesses and properties;

               (x)    For  a  Bridge   Loan   pertaining   to   the
                      Borrower's  purchase  of  the real estate and
                      improvements  located at 4484  N.E.Evangeline
                      Thruway, Carencro,  Louisiana,  the  Borrower
                      will  comply  with  all  normal and customary
                      real   estate  requirements  of   the   Bank,
                      including   a   current   appraisal,  all  at
                      Borrower's expense;

               (xi)   For a Bridge Loan pertaining to acquisitions,
                      the Borrower agrees to provide  Bank  a first
                      priority  security  interest  on  all  assets
                      acquired  by Borrower with proceeds from  the
                      Bridge Loan  and/or for stock acquisitions, a
                      first  priority   security  interest  on  all
                      assets of the new Subsidiary; and

               (xii)  The execution and  delivery  to  Bank of the
                      Guaranty  by  Omni  Alaska and the Commercial
                      Security  Agreement dated  October  30,  1998
                      (and  the related  financing  statement),  by
                      Omni Alaska in favor of the Bank.

          (e)  Fees.  The nonrefundable commitment fee payable by
               the Borrower  to  the  Bank  for  the  Bridge Line
               Commitment shall be 1% of $6,639,200.00 payable by
               the  Borrower  on or before its execution  of  the
               Third Amendment.   In addition, the Borrower shall
               pay to the Bank a fee  equal to 0.38% per annum on
               the unused portion of the  Bridge Line Commitment,
               payable  quarterly  in  arrears,   commencing   on
               January 30, 1999.

     4.   Confirmation   of   Collateral  Documents.   All  of  the  liens,
privileges, priorities and equities  existing  and  to  exist  under and in
accordance  with the terms of the Collateral Documents are hereby  renewed,
extended and carried forward as security for all of the Loans and all other
debts, obligations  and  liabilities of the Borrower to the Bank, including
any and all Bridge Loans.   The  parties  acknowledge  that  the  Loans are
guaranteed  in  solido,  by Omni Alaska pursuant to that certain Commercial
Guaranty dated October 30, 1998.  In addition, the parties acknowledge that
the Loans are secured by that  certain  Commercial Security Agreement dated
October 30, 1998 by Omni Alaska.  Further,  the  Guarantors  hereby confirm
their solidary liability for all Loans, including any and all Bridge Loans.
In  addition,  pursuant  to the Security Agreements, the Borrower  and  the
Guarantors agree and acknowledge  that  any  Bridge Loan by the Bank to the
Borrower shall be secured by the Collateral Documents.   Further,  each  of
the Guarantors does hereby acknowledge and agree that its obligations under
its  Guaranty  includes  the  indebtedness of the Borrower under the Bridge
Line as evidenced by the Bridge Note.

     5.   Revision to Article XI of the Loan Agreement.

          Addition of Section 11.20.   The Loan Agreement is hereby amended
and  supplemented to include the following  new  affirmative  covenants  as
Sections 11.20 and 11.21:

               Section  11.20.   Foreign  Ventures.  The Borrower
               agrees that its equity interest  and/or the equity
               interest    of   any   Subsidiary   and/or    Omni
               International  in any foreign venture shall be not
               less than 80%.   In  addition, the Borrower agrees
               that either the Borrower  or  a  Subsidiary of the
               Borrower shall have voting control of the board of
               directors of any entity formed by  the Borrower or
               its  Subsidiary to participate in a Bank  approved
               foreign joint venture.

               Section   11.21.   Bolivian  Joint  Venture.   The
               Borrower agrees  that all accounts receivable paid
               to  the Bolivian joint  venture participated in by
               Omni South America shall  be paid in U.S. currency
               and that the customers of the  said  joint venture
               shall be publicly traded, rated entities and other
               customers acceptable to the Bank.

     6.   Revision to Article XII of the Loan Agreement.

          Revision  to  Section  12.6(g).   Section  12.6(g)  of  the  Loan
Agreement,  which  was  added  by the Second Amendment thereto,  is  hereby
deleted and restated as follows:

               (g)  Cash investment  in Omni International and/or
                    in any Bank approved foreign joint venture in
                    an amount not to exceed  $4,750,000  (in  the
                    aggregate).     In    addition,   the   total
                    investment (cash, stock,  equipment)  in  any
                    Bank approved foreign joint venture shall not
                    exceed $7,000,000.00 (in the aggregate).

     7.   Funding  of  Bank Approved Foreign Joint Ventures.  The  Borrower
and the Guarantors agree  and  understand  that  to  the  extent any of the
Bank's  Commitments  allow Loans for investment in foreign joint  ventures,
including any capitalization  by  the  Borrower of Omni International, that
the total aggregate amount of all such Loans  by  the Bank shall not exceed
$4,750,000.00, notwithstanding any provision in the  Loan  Agreement to the
contrary.

     8.   Representation:   No  Default.   On and as of the effective  date
hereof, and after giving effect to this Third  Amendment,  the Borrower and
the  Guarantors  confirm,  reaffirm  and  restate  the representations  and
warranties  set  forth in the Loan Agreement and the Collateral  Documents;
provided, that each  reference to the Loan Agreement herein shall be deemed
to include the Loan Agreement  as  amended  by  this  Third Amendment.  The
Borrower and the Guarantors also represent and warrant  that  no Default or
Event of Default has occurred and is continuing under the Loan Agreement.

     9.   Payment of Expenses.  The Borrower agrees to pay or reimburse the
Bank  for all legal fees and expenses of counsel to the Bank in  connection
with the transactions contemplated by this Third Amendment.

     10.  Waiver  of Defenses.  In consideration of the Bank's execution of
this Third Amendment, the Borrower and the Guarantors do hereby irrevocably
waive any and all claims  and/or  defenses  to  payment on any indebtedness
owed by any of them to the Bank that may exist as  of the date of execution
of this Third Amendment.

     11.  Amendments.   THE  LOAN  AGREEMENT AND THIS THIRD  AMENDMENT  ARE
CREDIT OR LOAN AGREEMENTS AS DESCRIBED IN LA. R.S. 6:<section>1121, ET SEQ.
THERE  ARE  NO ORAL AGREEMENTS BETWEEN  THE  BANK,  THE  BORROWER,  MARINE,
AVIATION, AND  HAMILTON.   THE  LOAN  AGREEMENT,  AS  AMENDED BY THIS THIRD
AMENDMENT, SETS FORTH THE ENTIRE AGREEMENT OF THE PARTIES  WITH  RESPECT TO
THE  SUBJECT  MATTER  HEREOF  AND  SUPERSEDES  ALL  PRIOR  WRITTEN AND ORAL
UNDERSTANDINGS  BETWEEN  THE BORROWER, AVIATION, MARINE, HAMILTON  AND  THE
BANK, WITH RESPECT TO THE MATTERS HEREIN SET FORTH.  THE LOAN AGREEMENT, AS
AMENDED BY THIS THIRD AMENDMENT, MAY NOT BE MODIFIED OR AMENDED EXCEPT BY A
WRITING  SIGNED AND DELIVERED  BY  THE  BORROWER,  AVIATION,  MARINE,  OMNI
ALASKA, HAMILTON AND THE BANK.

     12.  Governing  Law:   Counterparts.   This  Third  Amendment shall be
governed  by  and  construed  in accordance with the laws of the  State  of
Louisiana.   This  Third  Amendment  may  be  executed  in  any  number  of
counterparts,  all  of  which  counterparts,  when  taken  together,  shall
constitute one and the same instrument.

     13.  Continued Effect.   Except as expressly modified herein, the Loan
Agreement shall continue in full  force  and effect.  The Loan Agreement as
amended herein is hereby ratified and confirmed by the parties hereto.


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<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Third
Amendment to be executed and delivered as of  the date hereinabove provided
by the authorized officers each hereunto duly authorized.

                              OMNI ENERGY SERVICES CORP.

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


                              AMERICAN AVIATION L.L.C.
                              By: Omni Energy Services Corp.,
                                      as Sole Member

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


                              OMNI MARINE & SUPPLY, INC.

                              By: /s/  ALLEN WOODARD
                                  ---------------------
                                       Allen Woodward


                              HAMILTON DRILL TECH INC.

                              By: /s/ ROGER E. THOMAS
                                 ---------------------
                                      Roger E. Thomas


                              OMNI ENERGY SERVICES- ALASKA, Inc.

                              By:  /s/ ROGER E. THOMAS
                                 -----------------------
                                       Roger E. Thomas


                              HIBERNIA NATIONAL BANK

                              By: /s/ TAMMY M. ANGELETY
                                 ___________________________________
                                   Name:  Tammy M. Angelety
                                   Title:  Assistant Vice President