UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


                        FORM 10-Q


T   Quarterly  Report  Pursuant  to  Section  13  or  15(d)  of the
    Securities Exchange Act of 1934 for the Quarterly period ended June 30, 1999

                                      or

    Transition  Report  Pursuant  to  Section  13  or  15(d) of the
    Securities Exchange Act of 1934 for the transition period         to


                  COMMISSION FILE NUMBER 0-23383


               OMNI ENERGY SERVICES CORP.
      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)






<PAGE>
<TABLE>
<CAPTION>
               LOUISIANA                               72-1395273
    (STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
<S>                                   <C> <C>




     4500 N.E. EVANGELINE THRUWAY
          CARENCRO, LOUISIANA
    (ADDRESS OF  PRINCIPAL  EXECUTIVE                     70520
OFFICES)                                               (ZIP CODE)
</TABLE>


<PAGE>


     Registrant's telephone number, including area code:   (318) 896-6664


      Indicate  by  check mark whether the registrant (1) has filed all reports
required to be filed  by  Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12  months  (or  for  such  shorter  period  that the
registrant was required to file such reports) and (2) has been subject to  such
filing requirements for the past 90 days.  Yes   T*    No

As  of  August 13, 1999 there were 15,969,127 shares of the Registrant's common
stock, $0.01 par value per share, outstanding.


<PAGE>
ITEM 1.

                           OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1999 AND DECEMBER 31, 1998
                            (Thousands of dollars)

<TABLE>
<CAPTION>
ASSETS                                 June 30,    December 31,
                                         1999          1998
<S>                                   <C>         <C>
                                      (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents          $        97  $    3,333
   Accounts receivable, net                 8,608       9,691
   Parts and supplies inventory             6,039       6,113
   Deferred tax asset                         851         851
   Prepaid expenses and other               3,187       3,216
      Total current assets                 18,782      23,204

PROPERTY AND EQUIPMENT:
   Land                                     1,209       1,209
   Buildings and improvements               5,548       5,542
   Drilling, field and support             29,078      28,383
   equipment
   Shop equipment                           1,157       1,140
   Office equipment                         1,743       1,443
   Aircraft                                   368      10,592
   Vehicles                                 2,999       3,956
   Construction in progress                   215         572
                                           42,317      52,837
   Less:  accumulated depreciation          7,191       6,596
      Total property and equipment         35,126      46,241

OTHER ASSETS:
   Goodwill, net                           15,061      15,406
   Other                                      457         495
      Total other assets                   15,518      15,901
      Total assets                    $    69,426  $   85,346
</TABLE>




The accompanying notes are an integral part of these condensed consolidated
                          financial statements.


<PAGE>
                          OMNI ENERGY SERVICES CORP.
                         CONSOLIDATED BALANCE SHEETS
                     JUNE 30, 1999 AND DECEMBER 31, 1998
                           (Thousands of dollars)

<TABLE>
<CAPTION>
<S>                                        <C>          <C>
LIABILITIES AND EQUITY                       June 30,     December 31,
                                               1999           1998
                                           (Unaudited)
CURRENT LIABILITIES:
   Current maturities of long-term debt    $    11,458  $     9,917
   Line of credit                                4,158          ---
   Accounts payable                              4,738        6,276
   Accrued expenses
                                                   449        1,204
      Total current liabilities                 20,803       17,397
LONG-TERM LIABILITIES:
   Long-term debt, less current maturities       2,089       14,371
   Line of credit                                  ---        4,315
   Subordinated debt                             2,863          ---
   Due to affiliates and shareholders            1,000        1,000
   Deferred taxes                                2,092        2,092
      Total long-term liabilities                8,044       21,778
TOTAL LIABILITIES
                                                28,847       39,175
MINORITY INTEREST                                  257          600
EQUITY:
   Common Stock, $.01 par value, 45,000,000
      shares authorized; 15,969,127
      issued and outstanding                       160          160
   Additional paid-in capital                   47,145       46,885
   Accumulated deficit                          (6,962)      (1,414)
   Cumulative translation adjustment               (21)         (60)
      Total equity                              40,322       45,571
      Total liabilities and equity          $   69,426   $   85,346
</TABLE>




The accompanying notes are an integral part of these condensed consolidated
                          financial statements.


<PAGE>
                          OMNI ENERGY SERVICES CORP.
                       CONSOLIDATED STATEMENTS OF INCOME
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
               (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)




<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED JUNE 30,  SIX MONTHS ENDED JUNE 30,
                                       1999         1998           1999         1998
                                    (Unaudited)                  (Unaudited)
<S>                                 <C>           <C>           <C>           <C>
Operating revenue                   $    8,517  $    24,250   $     18,117  $    42,579
Operating expenses                      10,356       15,632         18,798       28,360
   Gross profit (loss)                  (1,839)       8,618           (681)      14,219

General and administrative expenses      3,021        2,565          5,645        4,836
   Operating income (loss)              (4,860)       6,053         (6,326)       9,383
Interest expense                           790          429          1,280          736
Other income                                59          229             88          281
                                           731          200          1,192          455
   Income (loss) before taxes           (5,591)       5,853         (7,518)       8,928
Income tax expense (benefit)              (960)       2,342         (1,627)       3,572
Net income (loss), including
   minority interest                    (4,631)       3,511         (5,891)       5,356
Loss of minority intert                   (308)        ---            (343)        ---
Net income (loss)                  $    (4,323)  $    3,511    $    (5,548)  $    5,356
Net income (loss) per share:
   Basic                           $     (0.27)  $     0.22   $      (0.35)  $     0.34
   Diluted                         $     (0.27)  $     0.22   $      (0.35)  $     0.34
Weighted average shares
outstanding:
   Basic                                15,962       15,769         15,960       15,748
   Diluted                              15,962       16,163         15,960       15,991
</TABLE>



The  accompanying  notes  are  an integral part of these condensed consolidated
                           financial statements.


<PAGE>
                          OMNI ENERGY SERVICES CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                            (THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED JUNE 30,
                                                             1999         1998
                                                                (Unaudited)
<S>                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                  $(5,548)      $5,356
   Adjustments to reconcile net income to net cash provided by
   (used in) operating  activities
  Depreciation                                                       2,315        2,044
  Amortization                                                         443          319
  Loss on fixed asset disposition                                      ---           42
  Deferred compensation                                                 48           72
  Provision for bad debts                                               70          275
  Interest expense on detachable warrants                               51          ---
  Minority interest                                                   (343)         ---
Changes in operating assets and liabilities-
  Decrease (increase) in assets-
   Receivables-
     Trade                                                            (188)      (7,525)
     Other                                                           1,261          210
   Inventory                                                            78       (2,553)
   Prepaid expenses                                                    700          320
   Other                                                               182       (2,540)
  Increase (decrease) in liabilities-
   Accounts payable and accrued expenses                            (1,973)        (277)
   Unearned revenue                                                    ---         (637)
     Net cash used in operating activities                          (2,904)      (4,894)
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from disposal of fixed assets                             8,917        2,984
  Purchase of fixed assets                                          (1,330)     (10,472)
  Acquisitions, net of cash received                                   ---       (2,856)
     Net cash provided by (used in) investing activities             7,587      (10,344)
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt                              11        6,754
  Subordinated debt                                                  3,000          ---
  Principal payments on long-term debt                             (10,779)      (7,491)
  Net borrowings (payments) on line of credit                         (157)       8,547
 Net cash provided by (used in) financing activities                (7,925)       7,810

  Effect of exchange rate changes in cash                                6          ---

NET DECREASE IN CASH                                                (3,236)      (7,428)
CASH, at beginning of period                                         3,333        8,723
CASH, at end of period                                                 $97       $1,295

SUPPLEMENTAL CASH FLOW DISCLOSURES:
CASH PAID FOR INTEREST                                                $715         $769
CASH PAID FOR TAXES                                                   $---       $1,911
</TABLE>


The  accompanying  notes  are  an integral part of these condensed consolidated
                           financial statements.




<PAGE>
                          OMNI ENERGY SERVICES CORP.
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements have been prepared without audit as permitted by the
rules  and  regulations of the Securities  and  Exchange  Commission.   Certain
information  and  footnote  disclosures  normally  included  in  the  financial
statements  have   been  condensed  or  omitted  pursuant  to  such  rules  and
regulations.  However,  the  management  of  OMNI  Energy  Services  Corp. (the
"Company") believes that this information is fairly presented.  These unaudited
condensed consolidated financial statements and notes thereto should be read in
conjunction  with  the  financial  statements contained in the Company's Annual
Report on Form 10-K for the year ended  December  31,  1998  and  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

In the opinion of management, the accompanying unaudited condensed consolidated
financial  statements  contain  all  adjustments,  consisting  of  only normal,
recurring  adjustments,  necessary to fairly present the financial results  for
the interim periods presented.

Certain  reclassifications  have  been  made  to  the  prior  year's  financial
statements  in  order to conform with the classifications adopted for reporting
in fiscal 1999.

NOTE 2.  EARNINGS PER SHARE

Basic Earnings Per  Share (EPS) excludes dilution and is determined by dividing
income available to common  stockholders  by  the  weighted  average  number of
shares  of common stock outstanding during the periods presented.  Diluted  EPS
reflects the potential dilution that could occur if options and other contracts
to issue  shares of common stock were exercised or converted into common stock.
The Company  had  1,733,397  and  1,605,132  options,  and  849,231 and 581,657
warrants outstanding in the three and six month periods ended  June  30,  1999,
respectively  that  were  excluded  from  the  calculation  of  diluted  EPS as
antidilutive considering the losses for those periods.

The  Company had 6,100 and 3,017 options outstanding in the three and six month
periods  ended  June  30,  1998,  respectively,  that  were  excluded  from the
calculation of diluted EPS because the option's exercise price was greater than
the  average  market  price  of  the common shares.  Dilutive common equivalent
shares for the three and six month periods ended June 30, 1998 were 393,892 and
243,456, respectively, all attributable to stock options.

NOTE 3.  LONG-TERM DEBT

The Company's primary credit facility  is  with  Hibernia  National  Bank  (the
"Hibernia  Facility").   The  Hibernia  Facility currently provides the Company
with  a $6.1 million term loan, a $6.0 million  revolving  line  of  credit  to
finance  working  capital  requirements  and  a  $7.9 million line of credit to
finance  capital expenditures and acquisitions.  The  loans  bear  interest  at
prime plus  1%  and  have a final maturity of January 20, 2000.  As of June 30,
1999,  the  Company had  approximately  $13.2  million  outstanding  under  the
Hibernia Facility.  The  terms  of  the  bank  and  finance  company agreements
contain, among other provisions, requirements for maintaining defined levels of
working capital, tangible net worth, debt service coverage and  funded  debt to
EBITDA.   As  of  June  30,  1999,  the Company was in violation of each of its
covenants  under  these  agreements,  excluding   tangible  net  worth.   These
violations  were  temporarily  waived  by the bank and  finance  company.   The
Company  intends  on extending the maturities  of  all  of  this  indebtedness,
partially through planned  refinancing  with  other lenders.  If the Company is
unable to extend its maturities and/or refinance  the Hibernia Facility, it may
be necessary for the Company to seek additional capital  and/or  sell operating
assets or divisions to raise funds to satisfy its debt obligations.  Management
believes that the Company will be able to obtain appropriate financing  for its
operations.

In February and June 1999, the Company privately placed a total of $3.0 million
in subordinated debentures with an affiliate of the Company.  The proceeds were
used for cash reserves and general corporate purposes.  The notes bear interest
at  12%  per  annum,  and  mature  on  March 1, 2004.  In connection with these
debentures, the Company issued warrants to purchase up to 960,000 shares of the
Company's common stock at an exercise price  of  $5.00 per share.  The warrants
vest equally over the next four years until 2002,  unless  the  debentures  are
paid  in  full,  in which case, those warrants that have not become exercisable
will become void.  All warrants that become exercisable will expire on March 1,
2004.  The fair value of the warrants issued is included as paid-in capital and
the effective interest  rate  over  the term of the debt is 19.9%.  At June 30,
1999,  the Company has access to an additional  $2.0  million  in  subordinated
debentures with similar terms and conditions.

At June 30,1999, the Company had $2.7 million in available credit, including the
Hibernia Facility and the subordinated debt.

In May 1999,  the  Company  completed  the  sale  and  leaseback  of  19 of its
helicopters  for  $8.5  million.   The sale resulted in a loss of approximately
$0.6 million which has been deferred  over  the  life of the ten year operating
lease as it is, in effect, a prepayment of rent.   Lease payments total
approximately $80,000 per month. Of these proceeds, $7.9 million was paid to
Hibernia and $0.6 million was paid to another lender.

NOTE 4.  COMPREHENSIVE INCOME

In 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No. 130,
"Reporting Comprehensive  Income",  which  requires  an  entity  to  report and
display  comprehensive income and its components.  Comprehensive income  is  as
follows (thousands of dollars):

<TABLE>
<CAPTION>
                                 Three months ended June 30,  Six months ended June 30,
                                      1999        1998        1999        1998
<S>                                <C>         <C>         <C>         <C>
Net Income (Loss)                   $(4,323)    $3,511      $(5,548)    $5,356
Other Comprehensive Income:
Foreign   currency   translation
adjustments                              23        (20)          39        (20)
Comprehensive Income (Loss)         $(4,300)    $3,491      $(5,509)    $5,336
</TABLE>


NOTE 5.  ACQUISITIONS

Effective  July  1998,  the  Company  entered  into  a joint venture with Edwin
Waldman Attie of Bolivia.  The operating results of the  joint  venture company
have been included in the consolidated statements of income from  the  date  of
acquisition.   The  pro forma effect of the joint venture as though it occurred
as of the beginning of each period presented is not material.

NOTE 6.  ASSET IMPAIRMENT AND OTHER NON-RECURRING CHARGES

In  the third quarter  of  1998,  the  Company  evaluated  certain  assets  for
realizability  due  to  the  reduced market activity and the related decline in
asset  utilization  of certain categories  of  the  Company's  equipment.   The
Company recorded an asset  impairment charge of $1.8 million, primarily related
to nine drilling units and 15  trucks  which had become impaired due to reduced
demand and environmental impact factors which have restricted their future use.
The Company wrote-off $1.3 million for seismic  data  held  for  sale which was
impaired due to recent price declines.  The Company also recorded an additional
$0.6 million in provision for uncollectible accounts receivable.

In addition, in response to anticipated future market conditions, the Company's
senior  management and its Board of Directors approved a plan to reduce  future
operating  costs and improve operating efficiencies.  The plan involves several
factors including  the restructuring of senior management and the relocation of
certain of its operational  facilities.  Accordingly,  the  Company recorded an
accrual for severance and lease exit costs of $0.3 million in  September  1998.
As  of  June  30, 1999, the Company has paid all of these costs. Currently, the
Company has sold  all  of  the  trucks and one of the drilling units which were
considered to be impaired.  Additionally,  the  Company  has  restructured  its
senior management compensation plans, reduced its workforce and sold its office
located in Thibodeaux, Louisiana.




<PAGE>
NOTE 7.  SEGMENT INFORMATION

The  following  shows  industry  segment  information  for  its three operating
segments,  Drilling, Survey and Aviation, for the three and six  month  periods
ended June 30, 1999 and 1998 (All amounts are unaudited):

<TABLE>
<CAPTION>
                          Three months ended June 30,  Six months ended June 30,
                              1999          1998          1999          1998
<S>                         <C>           <C>           <C>           <C>
Operating revenues:(1)(2)
Drilling                    $  5,080      $  16,257     $  11,233     $  30,250
Survey                         1,979          5,142         3,274         7,336
Aviation                       1,458          2,851         3,610         4,993
Total                       $  8,517     $   24,250     $  18,117     $  42,579
</TABLE>
  (1) Net of inter-segment revenues of $0.2 million for each of the three month
  periods  ended  June  30,  1999  and 1998 and $0.3 and $0.7 for the six month
  periods ended June 30, 1999 and 1998, respectively.

(2) Includes $1.8 million and $2.4 million  of  integrated  services  in  South
  America   for   the  three  and  six  month  periods  ended  June  30,  1999,
  respectively.

<TABLE>
<CAPTION>
                                    Three months ended June 30,  Six months ended June 30,
                                        1999          1998          1999          1998
<S>                                  <C>           <C>           <C>           <C>
Gross profit (loss):
Drilling                             $   (564)      $   6,136     $    739       $  9,658
Survey                                   (850)          1,317         (982)         2,334
Aviation                                 (308)          1,165         (158)         2,227
Other                                    (117)           ---          (280)           ---
Total                                $ (1,839)      $   8,618     $   (681)      $ 14,219

General and administrative expenses     3,021           2,565        5,645          4,836
Other expense, net                        731             200        1,192            455
Income(loss) before taxes            $ (5,591)      $   5,853     $ (7,518)      $  8,928
</TABLE>

<TABLE>
<CAPTION>
Identifiable Assets:
<S>                                 <C>            <C>           <C>           <C>
Drilling                            $  32,561       $  45,956
Survey                                  5,495           9,729
Aviation                               13,027          22,791
Other                                  18,343          11,127
Total                               $  69,426       $  89,603

Capital Expenditures:
Drilling                            $      22       $   3,710     $   792       $  5,174   $
Survey                                      5             215          23            632
Aviation                                   23           1,447          84          3,679
Other                                     311             391         431            987
Total                               $     361       $   5,763     $ 1,330       $ 10,472
</TABLE>


NOTE 8.  RECENT PRONOUNCEMENTS

In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting for Derivative
Instruments and Hedging Activities," which established accounting and reporting
standards that every derivative instrument be recorded  in the balance sheet as
either an asset or a liability measured at its fair value.   In  June 1999, the
FASB  delayed  SFAS  No.  133's  effective  date  by  one  year to fiscal years
beginning  after June 15, 2000, with earlier application permitted.  Management
believes the  implementation of SFAS No. 133 will not have a material effect on
its results of  operations  or  financial  statement disclosures as the Company
historically has not used these investments.



<PAGE>
ITEM  2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

      Management's Discussion  and  Analysis of Financial Condition and Results
of Operations contains certain "forward  looking statements" within the meaning
of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934  (the "Exchange Act"), which reflect
management's best judgment based on factors currently  known.   Actual  results
could  differ  materially  from  those  anticipated  in  these "forward looking
statements" as a result of a number of factors, including  but  not  limited to
those  discussed  under  the heading "Cautionary Statements."  "Forward looking
statements" provided by the  Company pursuant to the safe harbor established by
the  federal securities laws should  be  evaluated  in  the  context  of  these
factors.

      This  discussion  should  be  read  in  conjunction  with  the  financial
statements and the accompanying notes and "Management's Discussion and Analysis
of  Financial  Condition  and  Results of Operations" included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.

GENERAL

      DEMAND.  Demand for the Company's  services  is  principally  impacted by
conditions  affecting geophysical companies engaged in the acquisition  of  3-D
seismic data.   The  level of activity among geophysical companies is primarily
influenced by the level  of  capital  expenditures by oil and gas companies for
seismic data acquisition activities.  A  number  of factors affect the decision
of oil and gas companies to pursue the acquisition  of  seismic data, including
(i) prevailing and expected oil and gas demand and prices;  (ii)  the  cost  of
exploring  for,  producing  and  developing  oil  and  gas  reserves; (iii) the
discovery rate of new oil and gas reserves; (iv) the availability  and  cost of
permits and consents from landowners to conduct seismic activity; (v) local and
international political and economic conditions; (vi) governmental regulations;
and  (vii)  the  availability  and cost of capital.  The ability to finance the
acquisition of seismic data in the  absence  of oil and gas companies' interest
in obtaining the information is also a factor  as  some  geophysical  companies
will acquire seismic data on a speculative basis.

      Within   the   last  decade,  improvements  in  drilling  and  production
techniques and the acceptance of 3-D imaging as an exploration tool resulted in
significantly increased  seismic  activity throughout the Transition Zone.  Due
to this increased demand, the Company  significantly  increased its capacity as
measured  by drilling units, support equipment and employees.   The  additional
capacity and related increase in work force led to significant increases in the
Company's revenue  and  generally  commensurate increases in operating expenses
and selling, general and administrative  expenses through the second quarter of
1998.   Beginning in mid-1998, seismic activity  in  the  areas  in  which  the
Company operates decreased substantially, resulting in corresponding reductions
in demand  for  the  Company's  services  and  adversely  affected  results  of
operations.  As described in Note 6 to the financial statements, management has
taken  a  number  of  steps to reduce its excess capacity and related operating
expenses in response to the recent sales levels.

      SEASONALITY AND WEATHER  RISKS. Results of operations for interim periods
are not necessarily indicative of  the  operating  results that may be expected
for the full fiscal year.  The Company's operations  are  subject  to  seasonal
variations  in  weather  conditions  and  daylight  hours.  Since the Company's
activities take place outdoors, on average, fewer hours  are  worked  per  day,
aviation flight hours decline and fewer holes are generally drilled or surveyed
per  day  in  winter months than in summer months, due to an increase in rainy,
foggy, and cold conditions and a decrease in daylight hours.

<TABLE>
<CAPTION>
RESULTS OF OPERATIONS               Three months ended June 30,   Six months ended June 30,
                                         1999       1998               1999       1998
<S>                                   <C>        <C>                <C>        <C>
Operating revenue                     $   8,517   $ 24,250          $ 18,117   $  42,579
Operating expense                        10,356     15,632            18,798      28,360
Gross profit                             (1,839)     8,618              (681)     14,219
General and administrative expenses       3,021      2,565             5,645       4,836
Operating income (loss)                  (4,860)     6,053            (6,326)      9,383
Interest expense                            790        429             1,280         736
Other income                                 59        229                88         281
Income (loss) before income taxes        (5,591)     5,853            (7,518)      8,928
Income tax expense (benefit)               (960)     2,342            (1,627)      3,572
Net income (loss), including minority    (4,631)     3,511            (5,891)      5,356
interest
Loss of minority interest                  (308)       ---              (343)        ---
Net income (loss)                     $  (4,323)   $ 3,511           $(5,548)  $   5,356
</TABLE>


<PAGE>
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

      Operating  revenues  decreased  65%, or $15.8 million, from $24.3 million
for the three months ended June 30, 1998  to  $8.5 million for the three months
ended June 30, 1999.  As a result of the decline in seismic activity during the
last  year,  drilling  and survey revenues decreased  $12.1  million  and  $4.1
million, respectively, to  $4.2 million and $1.0 million, respectively, for the
three months ended June 30,  1999.   Aviation  revenues  decreased $1.4 million
from $2.9 million for the three months ended June 30, 1998  to $1.5 million for
the three months ended June 30, 1999.  These decreases were partially offset by
international  revenues  of  $1.8  million,  generated  by the Company's  South
American joint venture which was formed July 1, 1998.

      Operating expenses decreased 33%, or $5.2 million, from $15.6 million for
the  three  months ended June 30, 1998 to $10.4 million for  the  three  months
ended June 30, 1999.  Declines in payroll costs and contract services accounted
for 52% of this  decrease  as  operating  payroll  expense  decreased from $6.7
million to $5.8 million and contract services decreased from  $1.9  million  to
$0.1  million for the quarters ended June 30, 1998 and 1999, respectively.  The
significant  decrease  in  seismic  activity  has  resulted  in a corresponding
decrease  in  the amount of personnel employed by the Company, as  the  average
number of field  employees  has declined to 427 for the three months ended June
30, 1999 compared to 625 for  the  three months ended June 30, 1998.  Also as a
result of the lower activity levels  in  the second quarter of 1999 as compared
to  the  second  quarter  of  1998, explosives  and  fuel  costs,  repairs  and
maintenance expenses and field  supply  costs  decreased $2.5 million from $4.4
million to $1.9 million for the three months ended  June  30,  1998  and  1999,
respectively.   Depreciation  expense  remained  constant at approximately $1.1
million for the three months ended June 30, 1998 and 1999.

      Gross profit margins were 36% and (22)% for  the  three months ended June
30, 1998 and 1999, respectively.  The variance is attributable to substantially
lower  domestic  revenues  from  the  Company's Drilling, Survey  and  Aviation
segments,  as  well as losses incurred from  South  American  operations.   The
Company has completed its job in South America and expects no further operating
losses.  Domestic  operations  resulted  in  a  (3%) gross margin for the three
months ended June 30, 1999.

      General  and  administrative expenses were $2.6  million  for  the  three
months ended June 30,  1998 compared to $3.0 million for the three months ended
June 30, 1999, a 15% increase.   Payroll costs increased $0.6 million from $1.0
million for the second quarter of  1998  to $1.6 million for the second quarter
of  1999.   These  increases  are  due  primarily  to  additions  in  executive
management and other administrative personnel,  specifically  in South America.
The Company employed an average of 112 administrative personnel,  24  of  which
were in South America, for the three months ended June 30, 1999, a 39% increase
over  the  80 administrative personnel employed for the three months ended June
30, 1998.  Currently, the Company has implemented a reduction in its workforce.
Advertising,  travel and entertainment, professional services expense and other
decreased $0.2  million,  from $0.8 million for the three months ended June 30,
1998 to $0.6 million for the  three  months  ended  June  30,  1999, due to the
decreased activity levels.

      Interest expense increased $0.4 million from $0.4 million  for  the three
month  period  ended  June  30, 1998 to $0.8 million for the three month period
ended June 30, 1999, due primarily to higher average levels of debt outstanding
during the periods.

      Income tax expense for  the  second  quarter  of  1998  was $2.3 million.
There was an income tax benefit for the second quarter of 1999 of $1.0 million.
The  actual  rate  is  less than the effective tax rate due primarily  to  non-
deductible goodwill and  to approximately $0.5 million in a valuation allowance
for foreign tax assets that  was  recorded  in the second quarter of 1999 whose
realizability is no longer deemed more probable than not.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

      Operating revenues decreased $24.5 million, or 58%, from $42.6 million to
$18.1  million  for  the  six  month periods ended  June  30,  1998  and  1999,
respectively.  Drilling revenues  decreased  $20.0 million to $10.3 million for
the six months ended June 30, 1999.  Survey revenues  decreased  $5.5  million,
from  $7.3  million for the six months ended June 30, 1998 to $1.8 million  for
the six months  ended  June 30, 1999.  Aviation revenues decreased $1.4 million
to $3.6 million for the  six  months  ended June 30, 1999 from $5.0 million for
the six months ended June 30, 1998.  These  decreases  were related to declines
in market activity and were partially offset by international  revenues of $2.4
million  for  the  six months ended June 30, 1999.  There were no international
revenues for the same period in 1998.

      Operating expenses decreased $9.6 million, or 34%, from $28.4 million for
the six months ended  June  30,  1998 to $18.8 million for the six months ended
June 30, 1999.  Decreases in operating  payroll  and  contract  services  costs
accounted  for 68% of this decrease as operating payroll decreased $3.5 million
to $9.6 million  for  the six months ended June 30, 1999, and contract services
decreased $3.0 million  to $0.1 million for the six months ended June 30, 1999.
The decreases in seismic  activity  has  resulted  in  less  contract  services
required  by  the  Company,  as  well as fewer personnel as the number of field
employees fell from 677 at June 30,  1998 to 256 at June 30, 1999.  As a result
of the declines in the utilization of  the  Company's  equipment,  repairs  and
maintenance  expense  decreased  41% from $3.7 million for the six months ended
June  30,  1998  to $2.2 million for  the  six  months  ended  June  30,  1999.
Explosives costs decreased  $1.9  million  from $2.7 million for the six months
ended June 30, 1998 to $0.8 million for the  six months ended June 30, 1999 due
to less jobs requiring explosives.  These decreases  were partially offset by a
$0.3 million increase in depreciation from $2.0 to $2.3  million  for  the  six
months ended June 30, 1998 and 1999, respectively.

      Gross  profit margins were 33% and (3)% for the six months ended June 30,
1998 and 1999,  respectively.   The  variance  is attributable to substantially
lower  domestic  revenues  from  the Company's Drilling,  Survey  and  Aviation
segments,  as well as losses incurred  from  South  American  operations.   The
Company has completed its job in South America and expects no further operating
losses.  Domestic  operations  resulted in a 6% gross margin for the six months
ended June 30, 1999.

      General and administrative  expenses were $5.6 million for the six months
ended June 30, 1999, a 17% increase  over  the  $4.8 million for the six months
ended  June 30, 1998.  Payroll and perdiem costs increased  $0.9  million  from
$2.4 million  to  $3.3 million for the six months ended June 30, 1998 and 1999,
respectively.  This  increase  was  due to an increased level of administrative
employees as the number of personnel  increased from 83 to 108 at June 30, 1998
and 1999, respectively.  Amortization expense  increased  $0.1  million to $0.4
million for the six months ended June 30, 1999.  These increases were partially
offset by a decrease in bad debt expense of $0.2 million, from $0.3 million for
the  six  months  ended June 30, 1998 to $0.1 million for the six months  ended
June 30, 1999.

      Interest expense  increased  $0.6  million, or 86%, from $0.7 million for
the six months ended June 30, 1998 to $1.3  million  for  the  six months ended
June  30,  1999,  due  primarily to higher levels of debt outstanding  for  the
period ended June 30, 1999.

      Income tax expense  was  $3.6  million  for the six months ended June 30,
1998.  Due to the loss for the six months ended  June  30,  1999,  there was an
income tax benefit of $1.6 million. The actual rate is less than the  effective
tax  rate  due  primarily to non-deductible goodwill and to approximately  $0.5
million in a valuation  allowance  for  foreign tax assets that was recorded in
the  second  quarter  of 1999 whose realizability  is  no  longer  deemed  more
probable than not.


LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 1999,  the  Company had approximately $0.1 million in cash
compared to approximately $3.3  million  at December 31, 1998.  The Company
had  $(2.0) million working capital at June  30,  1999,  compared  to  $5.7
million  at  December 31, 1998.  The decrease in working capital was due to
lower cash levels  and the reclassification of a significant portion of the
Company's long-term  debt  to  current debt, which were partially offset by
decreases in accounts payable and accrued expenses.

      The Company's primary credit facility is with Hibernia National Bank (the
"Hibernia Facility").  The Hibernia  Facility, which was amended in March 1999,
currently provides the Company with a  $6.1  million  term loan, a $6.0 million
revolving  line of credit to finance working capital requirements  and  a  $7.9
million line  of  credit to finance capital expenditures and acquisitions.  The
loans bear interest  at prime plus 1%. and have a final maturity of January 20,
2000.   As of June 30,  1999,  the  Company  had  approximately  $13.2  million
outstanding  under  the Hibernia Facility. The Company intends on extending the
maturities of all of  this  indebtedness, partially through planned refinancing
with other lenders.  If the Company  is  unable to extend its maturities and/or
refinance the Hibernia Facility, it may be  necessary  for  the Company to seek
additional capital and/or sell operating assets or divisions  to raise funds to
satisfy  its  debt obligations.  Management believes that the Company  will  be
able to obtain appropriate financing for its operations.

      As of June  30,  1999, the Company also had approximately $7.4 million in
other loans outstanding,  the majority of which (approximately $3.5 million) is
owed pursuant to agreements  with The CIT Group (CIT), consisting of two asset-
based financing loans (the "CIT  Loans").   Of  the principal outstanding under
the CIT Loans, approximately $2.8 million bears interest  at  LIBOR  plus 3.75%
and  matures  on  July  19,  2001.  The remaining portion of the CIT Loans bear
interest at LIBOR plus 3.0%.  These loans are collateralized by various seismic
drilling, support equipment and aircraft.

      In May 1999, the Company completed  the  sale  and leaseback of 19 of its
helicopters  for $8.5 million.  Of these proceeds, $7.9  million  was  paid  to
Hibernia and $0.6 million was paid to CIT.

      In February  and  June 1999, the Company privately placed a total of $3.0
million in subordinated debentures  with  an  affiliate  of  the  Company.  The
proceeds were used for cash reserves and general corporate purposes.  The notes
bear  interest  at  12%  per annum, and mature on March 1, 2004.  In connection
with these debentures, the  Company  issued  warrants to purchase up to 960,000
shares of the Company's common stock at an exercise  price  of $5.00 per share.
The  warrants  vest  equally  over the next four years until 2002,  unless  the
debentures are paid in full, in which case, those warrants that have not become
exercisable will become void.  All warrants that become exercisable will expire
on March 1, 2004.  The fair value  of  the  warrants  is  included  as  paid-in
capital  and  the  effective  interest  rate  over  the  term  of  the  debt is
approximately  19.9%.   Currently, the Company has commitment for an additional
$2.0 million in subordinated  debt,  $1.0 million of which was received in July
1999.  This debt will bear the same terms  as the current debt outstanding with
this affiliate.

      At  June 30, 1999,  the Company had $2.7  million  in  available  credit,
including the Hibernia Facility and the subordinated debt.

      As of June 30, 1999, remaining  indebtedness  includes:  (i) $40,000 owed
to Delta Surveys, Inc. (8.5% interest rate; March 31, 2000 maturity date), (ii)
$63,000 incurred in connection with the formation of OMNI Geophysical (March 1,
2001 maturity date), (iii) approximately $900,000 owed to finance and insurance
companies incurred to finance certain of the Company's  insurance premiums, and
(iv)  $900,000  owed  to  an  affiliate  incurred  to  purchase  two  operating
facilities (non-interest bearing).

      The  Company  currently expects to make minimal capital expenditures  for
the remainder of 1999.

IMPACT OF YEAR 2000 COMPLIANCE

      The Year 2000 (Y2K)  issue  is  the  result of computerized systems being
written to store and process the year portion  of dates using two digits rather
than four.  Date-aware systems (i.e., any system  or  component  that  performs
calculations, comparisons, sequencing, or other operations involving dates) may
fail or produce erroneous results on or before January 1, 2000 because the year
2000 will be interpreted as the year 1900.

      STATE  OF  READINESS.  The Company has been pursuing a strategy to ensure
all its significant  computer  systems  will  be able to process dates from and
after January 1, 2000, including leap years, without  critical  systems failure
(Y2K  Compliant or Y2K Compliance).  Computerized systems are integral  to  the
operations  of the Company, particularly for accounting and operations control.
Progress of the  Y2K plan is being monitored by senior management.  The Company
believes all critical components of the plan are completed.

      The  majority   of  computerized  date-sensitive  hardware  and  software
components used by the  Company  are  covered by maintenance contracts with the
vendors  who originally implemented them.   All  of  these  vendors  have  been
contacted  regarding  Y2K  Compliance  of  their  products.   Where  necessary,
software modifications to ensure compliance will be provided by the appropriate
vendors under their maintenance contracts.

      INFORMATION TECHNOLOGY AND NON-INFORMATION TECHNOLOGY SYSTEMS.   The bulk
of  computerized  business  systems  processing  is provided through commercial
third party software licensed by the Company.  This  software  has  been tested
for   compliance   and   the   Company  believes  that  it  is  Y2K  Compliant.
Additionally, the Company is currently  in  the  process of implementing a more
sophisticated software package to meet their reporting  and  operational needs.
An  assessment  of  all embedded systems contained in the Company's  buildings,
equipment  and other infrastructure  has  been  completed.   These  assessments
revealed the need to upgrade the current phone voice mail system.  This process
was completed in the second quarter of 1999.

      THIRD  PARTY  RISKS.   The  Company's  computer  systems  are  not widely
integrated  with  the  systems  of  its  suppliers  or  customers.  The primary
potential  Y2K  risk attributable to third parties would be  from  a  temporary
disruption in certain  material  and  services  provided by third parties.  The
Company has contacted all significant vendors regarding  the  vendor's state of
readiness and contingency plans.  To date, no material adverse  information has
been  received.   Additionally,  effective  November  1,  1998,  Y2K Compliance
requirements have been included in all purchasing contracts.

      COSTS  TO  ADDRESS  THE  Y2K  ISSUES.  Based on current information,  the
Company believes that the cost of Y2K  Compliance  will  not be significant and
will be provided for through its normal operating and capital  budgets.   These
estimates  are  management's  best  estimates, which are derived using numerous
assumptions of future events including  the  continued  availability of certain
resources,  third  party  modifications and other factors.   There  can  be  no
assurance that the systems  of  other  companies  will be converted on a timely
basis or that failure to convert will not have a material adverse effect on the
Company.

      RISKS  OF  THE  Y2K ISSUES.  Based on preliminary  risk  assessment  work
conducted thus far, the  Company  believes the most likely Y2K related failures
would  probably be temporary disruptions  in  certain  materials  and  services
provided  by  third  parties,  which  would  not be expected to have a material
adverse effect on the Company's financial condition or results of operations.

      CONTINGENCY PLANS.  Although the Company  believes  the likelihood of any
or  all of the above risks occurring to be low, specific contingency  plans  to
address  certain  risk areas will be developed as needed beginning in the third
quarter of 1999.  However,  there can be no assurance that the Company will not
be materially adversely affected by Y2K problems or related costs.

CAUTIONARY STATEMENTS

      This   Annual  Report  contains   "forward-looking   statements".    Such
statements include,  without  limitation,  statements  regarding  the Company's
expectations  regarding  revenue levels, profitability and costs, the  expected
results of the Company's business  strategy,  and other plans and objectives of
management of the Company for future operations and activities.

      Important factors that could cause actual  results  to  differ materially
from  the  Company's  expectations  include, without limitation, the  Company's
dependence on activity in the oil and  gas  industry, risks associated with the
Company's  rapid growth, the absence of a combined  operating  history  of  the
Company and  the  companies it has recently acquired whose operations differ in
many cases from the  Company's  traditional  Transition  Zone  seismic drilling
operations,   risks   associated   with  the  Company's  acquisition  strategy,
dependence on a relatively small number  of  significant customers, seasonality
and weather risks, the hazard