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


                                FORM 10-Q



         *   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
            For the Quarterly period ended September 30, 1998

                                      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)




                  LOUISIANA                                72-1395273
       (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                  Identification No.)




    4500 N.E. EVANGELINE THRUWAY                        70520
        CARENCRO, LOUISIANA                          (Zip Code)         
(Address of principal executive offices)
                                                                


     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   *    No

      As of November 13, 1998 there were 15,948,627 shares of the Registrant's
common stock, $0.01 par value per share, outstanding.
<PAGE>
                               TABLE OF CONTENTS


Part I - Financial Information
      Item 1 - Consolidated Financial Statements
            Consolidated Balance Sheets as of September 30, 1998 and December
            31, 1997.......................................................  1
            Consolidated Statements of Income for the three and nine months
            ended September 30, 1998
                 and 1997..................................................  3
            Consolidated Statements of Cash Flows for the nine months ended
            September 30, 1998
                 and 1997 .................................................  4
            Notes to Financial Statements .................................  5

      Item 2 - Management's Discussion and Analysis of Financial Condition and
      Results of Operations................................................  9

Part II - Other Information
      Item 6 - Exhibits and Reports on Form 8-K ........................... 14

Signatures.................................................................S-1

Exhibit Index..............................................................E-1
<PAGE>
                          OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                            (Thousands of dollars)

<TABLE>
<CAPTION>
ASSETS                                     September 30,        December 31,
                                               1998                 1997
                                           -------------        ------------
        <S>                                    <C>                  <C>
CURRENT ASSETS:
   Cash and cash equivalents                $  2,324            $  8,723
   Accounts receivable, net                   18,348              11,958
   Parts and supplies inventory                7,382               2,988
   Deferred tax asset                            212                 212
   Prepaid expenses and other                  2,496               1,753
                                            --------            --------
      Total current assets                    30,762              25,634
                                            ========            ========

PROPERTY AND EQUIPMENT:
   Land                                          359                 359
   Building and improvements                   6,212               3,949
   Drilling, field and support equipment      28,693              21,940
   Shop equipment                                712                 408
   Office equipment                            1,239                 582
   Aircraft                                   10,670               9,266
   Vehicles                                    4,045               3,448
   Construction in progress                    1,608                 800
                                            --------            --------
                                              53,538              40,752
   Less:  accumulated depreciation             5,467               2,909
                                            --------            --------
      Total property and equipment            48,071              37,843
                                            --------            --------
OTHER ASSETS:
   Goodwill, net                              15,115              10,680
   Other                                         937                 756
      Total other assets                      16,052              11,436
                                           ---------          ----------
      Total assets                         $  94,885          $   74,913
                                           =========          ==========
</TABLE>



   The accompanying  notes  are  an  integral  part of these consolidated
   financial statements.
<PAGE>
                          OMNI ENERGY SERVICES CORP.
                          CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
                            (Thousands of dollars)

<TABLE>
<CAPTION>
<S>                                                   <C>                     <C>
LIABILITIES AND EQUITY                            September 30,           December 31,
                                                      1998                   1997
                                                  -------------           ------------
CURRENT LIABILITIES:
   Current maturities of long-term debt         $     5,094             $     5,713
   Accounts payable                                   7,776                   5,998
   Accrued expenses                                     551                   2,409
   Due to joint venture                               4,414                     ---
                                                -----------             -----------
      Total current liabilities                      16,755                  14,120
                                                -----------             -----------
LONG-TERM LIABILITIES:
   Long-term debt, less current maturities           16,426                  14,558
   Line of credit                                    10,000                     ---
   Minority interest                                    636                     ---
   Deferred taxes                                       570                   1,650
                                                -----------             -----------
      Total long-term liabilities                    28,076                  16,208
                                                -----------             -----------


MINORITY INTEREST                                       636                     ---
                                                -----------             -----------
EQUITY:
   Common Stock, $.01 par value, 45,000,000             159                     157
      shares authorized; 15,948,627 and 15,726,282
      issued and outstanding                         46,826                  44,038
   Additional paid-in capital                                          
   Retained earnings                                  2,487                     390
   Cumulative translation adjustment                   (54)                     ---
                                                -----------             -----------
      Total equity                                   49,418                  44,585
                                                -----------             -----------
      Total liabilities and equity               $   94,885              $   74,913
                                                ===========             ===========
</TABLE>



The  accompanying  notes  are an integral part of  these  financial
consolidated statements.
<PAGE>
                          OMNI ENERGY SERVICES CORP.
                       CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
               (THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                  --------------------------------        -------------------------------
<S>                                        <C>            <C>               <C>               <C>
                                          1998            1997              1998              1997
                                       --------      ----------           -------       -----------
Operating revenue                     $  19,905      $   16,976          $ 62,483       $    33,989
Operating expenses                       17,016          12,515            45,374            25,017
                                      ---------      ----------          --------        ----------
   Gross profit                           2,889           4,461            17,109             8,972

General and administrative expense  $     4,378           1,816             9,214             3,090
Asset impairment and other charges        3,379             ---             3,379               ---
                                    -----------      ----------          --------         ---------       
   Operating income (loss)               (4,868)          2,645             4,516             5,882

Interest expense                            474             604             1,211             1,226
Other income (expense)                      (81)             (4)              200                12
                                     -----------     -----------          -------         ---------
                                            555              608            1,011             1,214
                                     -----------     -----------          -------         ---------
   Income (loss) before taxes            (5,423)           2,037            3,505             4,668

Income tax expense (benefit)             (2,180)             ---            1,391               ---
                                     -----------      ----------           ------         ---------
Net income (loss) including
    minority interest               $    (3,243)     $     2,037     $      2,114       $     4,668
Minority interest                            17              ---               17               ---
                                    ------------     -----------            -----         ---------
Net income (loss)                   $    (3,260)     $     2,037     $      2,097       $     4,668
Pro forma tax provision             ============             815            =====             1,867
                                                     -----------                          ---------
Pro forma net income                                 $     1,222      $     2,801
                                                     ===========            =====
Net income per share:
   Basic                            $     (0.20)     $      0.17     $       0.13       $      0.42
   Diluted                          $     (0.20)     $      0.17     $       0.13       $      0.42
Pro forma income per share:
  Basic                                              $      0.10                        $      0.25
   Diluted(a)                                        $      0.09                        $      0.21
Weighted average shares outstanding:
   Basic                                  15,946          11,789            15,815           11,073
   Diluted                                15,946          11,907            16,019           11,126
</TABLE>



(a)Gives effect to the payment of dividends  on the outstanding preferred units
   of  OMNI  Geophysical,  L.L.C.  of  approximately   $137,500  and  $412,500,
   respectively, for the three and nine month periods ended September 30, 1997.



  The accompanying notes are an integral part of these financial consolidated
  statements.
<PAGE>
                          OMNI ENERGY SERVICES CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                            (THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
                                                                        NINE MONTHS ENDED SEPTEMBER 30,
<S>                                                                       <C>                     <C>
                                                                          1998                    1997
                                                                          ----                    ----
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                         $    2,097              $   4,668
  Adjustments to reconcile net income to net cash provided by (used
   in) operating  activities-
  Depreciation                                                            3,274                  1,509
  Amortization                                                              498                    130
  Loss on fixed asset disposition                                           103                     28
  Deferred compensation                                                     108                     48
  Provision for bad debts                                                 1,061                    150
  Asset impairment and other charges                                      3,379                    ---
Changes in operating assets and liabilities-
  Decrease (increase) in assets-
   Receivables-
     Trade                                                               (4,421)                (5,985)
     Other                                                                  622                   (190)
   Inventory                                                             (3,329)                (1,426)
   Prepaid expenses                                                         523                   (271)
   Other                                                                 (2,949)                  (705)
  Increase (decrease) in liabilities-
   Accounts payable                                                      (1,665)                 5,025
   Unearned revenue                                                        (638)                   ---
   Due to affiliates and stockholders/members                               ---                    (29)
                                                                         -------                 ------
     Net cash provided by (used in) operating activities                 (1,337)                 2,952
                                                                         -------                 ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from disposal of fixed assets                                  2,984                    543
  Purchase of fixed assets                                              (16,482)               (10,142)
  Acquisitions, net of cash received                                     (2,856)                (1,948)
                                                                        --------                -------
     Net cash used in investing activities                              (16,354)               (11,547)
                                                                        --------                -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt                                7,883                 23,209
  Principal payments on long-term debt                                   (8,236)                (8,976)
  Net borrowings on line of credit                                       10,000                  5,884
  Capital contributions                                                   1,650                  1,078
  Distributions to members                                                  ---                 (5,321)
  Retirement of preferred units                                             ---                 (5,000)
                                                                        -------                 -------
   Net cash provided by financing activities                             11,297                 10,874
                                                                        -------                 ------
  Effect of exchange rate changes in cash                                    (5)                   ---
NET INCREASE (DECREASE) IN CASH                                          (6,399)                 2,279
CASH, at beginning of period                                              8,723                     39
                                                                        -------                 ------
CASH, at end of period                                                $   2,324               $  2,318
                                                                        =======                 ======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
CASH PAID FOR INTEREST                                                $   1,258               $  1,131
                                                                        =======                 ======
CASH PAID FOR TAXES                                                   $   2,270               $    ---
                                                                        =======                 ======
</TABLE>


  The accompanying notes are an integral part of these financial consolidated
  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,  1997  and  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Certain  reclassifications  have  been  made  to  the  prior  year's  financial
statements  in  order to conform with the classifications adopted for reporting
in fiscal 1998.

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

IMPAIRMENT OF LONG-LIVED ASSETS

During  1995,  the  Company  adopted  the  Statement  of  Financial  Accounting
Standards (SFAS) No. 121, "Accounting  for  the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of."   Under  the  provisions  of this
statement,  the  Company  has  evaluated  its  long-lived  assets for financial
impairment,  and  will  continue  to  evaluate  them  as events or  changes  in
circumstances indicate that the carrying amount of such assets may not be fully
recoverable.

The Company evaluates the recoverability of long-lived assets not held for sale
by  measuring  the  carrying  amount  of  the  assets  against   the  estimated
undiscounted  future  cash  flows  associated  with  them.   At  the time  such
evaluations  indicate that the future undiscounted cash flows of certain  long-
lived assets are not sufficient to cover the carrying value of such assets, the
assets are adjusted  to  their  fair values.  Based on these evaluations, there
have been no adjustments to the carrying value of long-lived assets in previous
periods.

During the third quarter of 1998,  the  Company evaluated the recoverability of
certain long-lived assets by comparing the assets  carrying  amounts with their
fair value less cost to sell.  In September 1998, the Company recorded a charge
of $3.1 million as a result of its decision to write-down and  write-off  these
assets (see Note 5).

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  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.
Furthermore,  demand  for  seismic  data  acquisition  activity  by oil and gas
companies  in the first quarter is generally lower than at other times  of  the
year.  As a  result,  the  Company's  revenue and gross profit during the first
quarter of each year are typically low as compared to the other quarters.

USE OF ESTIMATES

The preparation of financial statements  in  conformity with generally accepted
accounting  principles requires management to make  estimates  and  assumptions
that affect the  reported  amounts of assets and liabilities and the disclosure
of contingent assets and liabilities  at  the  date of the financial statements
and the reported amounts of revenue and expenses  during  the reporting period.
Actual results could differ from those estimates.

NOTE 2.  EARNINGS PER SHARE

In  1997, the Company adopted Statement of Financial Accounting  Standards  No.
128,  "Earnings  Per  Share,"  which  simplifies  the  standards required under
existing  accounting rules for computing earnings per share  and  replaces  the
presentation of primary earnings per share and fully diluted earnings per share
with basic  earnings  per  share  ("basic  EPS") and diluted earnings per share
("diluted EPS"), respectively.  Basic 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 period.  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.
Dilutive common equivalent shares for the three and  nine  month  periods ended
September  30,  1998  are  15,946,428  and,  16,018,590,  respectively, and for
three and  nine  month  periods  ended September 30, 1997  are  11,906,605  and
11,125,981, respectively, all attributable to stock options.

NOTE 3.  LONG-TERM DEBT

On  January  20,  1998,  the Company restructured its credit arrangements  with
Hibernia  National  Bank.   Under   the   restructured  facility  (the  "Credit
Facility"), the Company refinanced an $11.0  million  loan,  obtained  a  $10.0
million  revolving  line of credit to finance working capital requirements, and
obtained a $9.0 million  line  of  credit  to  finance capital expenditures and
acquisitions.  As of September 30, 1998, the Company  had  approximately  $24.6
million outstanding under the Credit Facility.  The Credit Facility has a final
maturity  of  January  20, 2000, and bears interest at LIBOR plus an applicable
margin, ranging from 1.25% to 2.25% (6.91% at September 30, 1998).

Update for Bridge Loan?

NOTE 4.  ACQUISITIONS

In  April 1998, the Company  acquired  Eagle  Surveys  International,  Inc.,  a
seismic survey support company, headquartered in Houston, Texas.  The aggregate
purchase  price  was $1.8 million consisting of $1.1 million in cash and 53,039
shares of common stock.

In April 1998, the  Company  acquired  the  assets of Coastal Turbines, Inc., a
helicopter  support  company,  based in Lafayette,  Louisiana.   The  aggregate
purchase price was approximately  $1.2  million  consisting  of $1.1 million in
cash and 4,546 shares of common stock.

In  May  1998,  the  Company  acquired  Hamilton Drill Tech, Inc., a  specialty
seismic drilling support company, headquartered  in Canada.  The purchase price
was approximately $0.9 million in cash.

In  July  1998,  OMNI  International  Energy  Services,  Ltd.  (a  wholly-owned
subsidiary) entered into a joint venture with Edwin  Waldman  Attie of Bolivia.
The  newly formed joint venture company, OMNI International Energy  Services  -
South  America,  Ltd. provides seismic line cutting and survey support services
in South America.  The aggregate investment  was  approximately  $6.5  million,
consisting of approximately $2.6 million in cash, which was paid in the  fourth
quarter, $2.0 million in equipment and  155,947  shares of  common  stock.   In
consolidation,  the Company owns an 85% interest in the joint venture.

These acquisitions were accounted for using the purchase  method of accounting.
The  excess  of cost over the estimated fair value of the net  assets  acquired
resulted in goodwill  of  approximately $4.6 million.  The operating results of
each  of  the  acquired  companies  have  been  included  in  the  consolidated
statements of income from the date of acquisition.  The pro forma effect of the
acquisitions as though they  occurred  as  of  the  beginning  of  each  period
presented is not material.

In  July  1997,  the  Company  acquired  substantially  all  of  the assets and
liabilities  of  American  Aviation  Incorporated  ("American  Aviation")   for
approximately  $7.9 million in cash and stock and assumed debt of approximately
$6.7 million. The following summarized unaudited income statement data reflects
the  Company's results  of   operations as if the American Aviation transaction
had taken place on January 1, 1997:



                            UNAUDITED PRO FORMA RESULTS
                         NINE MONTHS ENDED SEPTEMBER 30, 1997
                  (Thousands of dollars, except per share amount)

Revenue                             $ 36,335

Net income                          $ 2,948

Basic income per share              $  0.27


NOTE 5.  ASSET IMPAIRMENT AND OTHER CHARGES

In response to recent market conditions and the resultant  decline  in  certain
asset utilization of the Company's equipment, the Company evaluated certain  of
its assets for realizability.  The related asset impairment charges relate to a
$1.8 million provision for fixed assets, primarily nine drilling   units  which
have   become  impaired,  due to recent  changes  in  market conditions; a $1.3
million write-off of an asset held for sale which has become  impaired  due  to
recent  price   declines;  and  a  $0.6  million  additional    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  furture
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  has  recorded
an accrual of severance and lease exit costs of $0.3 million.

The $0.6 million provision for uncollectible accounts receivable is reported in
general and administrative expenses and the remaining  charges  are reported as
asset impairment and other charges in the accompanying consolidated  Statements
of Income.

NOTE 6.  RECENT PRONOUNCEMENTS

In  June  1998,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities,"  which  is  effective  for fiscal years
beginning after June 15, 1999.  Management believes the implementation  of this
statement  will  not  have  a  material  effect on its results of operations or
financial statement disclosures.
    
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      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, 1997.

GENERAL

      Demand.  Demand for the Company's  services  is  principally  affected by
conditions  affecting geophysical companies engaged in the acquisition  of  3-D
seismic data.   The  level of activity among geophysical companies is primarily
affected by the level  of  capital  expenditures  by  oil and gas companies for
seismic  data  acquisition  activities.   A  number  of factors  influence  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.  Onshore 3-D seismic data
acquisition activity has substantially  increased  over  the  past  few  years;
however, any significant reduction in seismic exploration activity in the areas
where  the  Company  operates would result in a reduction in the demand for the
Company's services and  could  have  a material adverse effect on the Company's
financial condition and results of operations.

      Within  the  last  decade,  improvements   in   drilling  and  production
techniques  and  the  acceptance  of  3-D imaging as an exploration  tool  have
resulted in significantly increased seismic  activity throughout the Transition
Zone (the marsh, swamp, shallow water and contiguous  dryland  areas  along the
U.S.  Gulf Coast).  Due to this increased demand, the Company has significantly
increased  its  capacity,  as measured by drilling units, support equipment and
employees.  In addition, the  Company  has expanded the geographic scope of its
operations to Alaska, the Rocky Mountain  region  and  Western states, the U.S.
plains  and  Canada.   Recently, the Company also announced  its  intention  to
expand into the South American  market,  initially  in Bolivia.  This expansion
has  led  to  significant  increases  in  the Company's revenue  and  generally
commensurate  increases  in  operating  expenses   and   selling,  general  and
administrative   expenses.   If  anticipated  expansion  plans  are   realized,
management would expect  these  expenses  to  continue  to increase as a direct
correlation to the growth in its operations.

      Backlog.   Most  of the Company's seismic drilling projects  are  awarded
pursuant to a competitive  bidding  process.   Once  the  Company's  bid  on  a
particular  project has been accepted and a start date for the project has been
scheduled, the  Company  will  include  the  project  in  its  backlog.   As of
September  30, 1998, the Company's backlog was $62.1 million, compared to $70.0
million at December  31,  1997.   Typically, the Company's backlog is higher at
the end of the first and fourth quarters  as  the  Company's  customers tend to
plan  their  exploration  budgets  for  the  coming  year  and  award  projects
accordingly  during  the  first  and  fourth  quarters  of each year.  Projects
currently  included  in  the Company's backlog are subject to  rescheduling  or
termination  without penalty  at  the  option  of  the  customer,  which  could
substantially  reduce  the amount of backlog currently reported and the revenue
generated from the backlog.   Historically,  the  Company has not experienced a
large volume of project delays or terminations, and  those  projects  that have
been  delayed  or  terminated  have  typically  been  replaced  by  unscheduled
projects.  Nevertheless, delay or termination of a number of large projects  in
the  Company's  existing  backlog  could  have a material adverse effect on the
Company's revenue, net income and cash flow.

      Seasonality  and  Weather.   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 and fewer holes are  generally  drilled  or  surveyed per day in the winter
months than in summer months.  Furthermore, demand for seismic data acquisition
activity by oil and gas companies in the first quarter  is generally lower than
at other times of the year.  In addition, the Company's operations in the Rocky
Mountain  area  and in Alaska and Canada are subject to the  seasonal  climatic
conditions of those areas.  As a result, the Company's revenue and gross profit
during the first  quarter  of  each  year are typically less as compared to the
other quarters.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                    Three Months Ended SEPTMEBER 30,     Nine Months Ended SEPTEMBER 30,
                                    --------------------------------     -------------------------------
        <S>                             <C>             <C>                 <C>            <C>
                                        1998            1997               1998            1997
                                        ----            ----               ----            ----

Operating revenue                    $  19,905      $  16,976          $ 62,483        $  33,489
Operating expense                       17,016         12,515            45,374           25,017
Gross profit                             2,889          4,461            17,109            8,972
General and administrative expenses      4,378          1,816             9,214            3,090
Asset impairment and other charges       3,379            ---             3,379              ---
Operating income (loss)                 (4,868)         2,645             4,516            5,882
Interest expense                           474            604             1,211            1,226
Other income (expense)                     (81)            (4)              200               12
Income (loss) before taxes              (5,423)         2,037             3,505            4,668
Income tax expense (benefit)            (2,180)           ---             1,391              ---
Net income (loss), including
     minority interest                  (3,243)         2,037             2,114            4,668
Minority interest                           17            ---                17              ---
Net income (loss)                     $ (3,260)     $   2,037         $   2,097         $  4,668
</TABLE>

Three Months Ended September 30, 1998  Compared to Three Months Ended September
30, 1997

      Operating revenues increased 17%,  from $17.0 million for the three month
period ended September 30, 1997 to $19.9 million  for  the  three  month period
ended  September 30, 1998.  This increase is primarily attributable to  a  $1.9
million  increase  in survey revenues from $1.4 million in the third quarter of
1997 to $3.3 million  in the third quarter of 1998.  The number of survey crews
increased from 16 at September  30,  1997  to  36  at  September 30, 1998.  The
Company's aviation division contributed approximately $3.2 million in the third
quarter  of 1998, a 39% increase over third quarter of 1997  revenues  of  $2.3
million.   At  September  30,  1998, the Company operated 22 helicopters, a 57%
increase over the 14 helicopters  operated  at  September  30,  1997.  Drilling
revenues  decreased $1.1 million, from $13.3 million to $12.2 million  for  the
three months ended September 30, 1997 and 1998, respectively.  This decrease is
primarily attributable  to  tropical  storms  and hurricanes experienced on the
Gulf Coast in the third quarter of 1998.  The decrease in drilling revenues was
offset by line-cutting revenues of $1.2 million  resulting  from  the Company's
Bolivian joint venture which was effective July 1, 1998.  The Company  employed
784  employees  for  both field and administrative operations at September  30,
1998 compared to 608 at  September  30,  1997, a 29% increase.  As of September
30, 1998, the Company's drilling capacity,  as  measured by drilling units, had
increased 77% to 214% units compared to 121 units at September 30, 1997.

      Operating expenses increased 36%, from $12.5  million  in the three month
period  ended  September  30, 1997 to $17.0 million in the three  month  period
ended September 30, 1998.   This increase is primarily due to the completion of
six acquisitions in 1997 and  four  acquisitions  in  1998, including the joint
venture,  each  of  which  expanded  the  scope  of  the Company's  operations.
Additionally, the Company estimates approximately $0.2  million  in  costs were
incurred  as  a  result  of the unfavorable weather conditions described above.
Due to the increase in the Company's workforce, total payroll expense increased
47%, from $5.1 million to  $7.5  million  for  the  three  month  periods ended
September  30,  1997 and 1998, respectively.  The Company's surveying  division
incurred $1.0 million  in  contract  service  expenses  from third party survey
companies during the third quarter of 1998, a $0.3 million  increase  over  the
third  quarter of 1997.  Repairs and maintenance costs were $2.9 million in the
third quarter  of  1998, a $1.3 million increase over the third quarter of 1997
costs of $1.6 million,  primarily  due  to  the  increase  in  the  number  and
utilization  of  the  Company's  seismic drilling and transportation equipment.
The increase in the number of equipment  units  and aircraft also resulted in a
71%  increase  in  depreciation from $0.7 million in  the  three  months  ended
September 30, 1997 to  $1.2  million  in  the  three months ended September 30,
1998.

      General  and  administrative expenses were $4.4  million  for  the  three
months ended September  30, 1998, compared to $1.8 million for the three months
ended September 30, 1997,  a  144%  increase.   Increases  in office personnel,
payroll  taxes  and  insurance  accounted  for  $0.8  million, or  31% of  this
increase.   Bad debt  expense  increased  $0.6  million,  as  a  result  of the
re-evaluation  of    certain    accounts   receivable   in  accordance with the
restructuring  plan  approved  in the third quarter of 1998. Demands of being a
public  company  and expanded operations  contributed   to   this  increase  as
business  promotions,  travel  and  investor  relations  costs  increased  $0.4
million  to $0.6 million for the third quarter of 1998.

      Operating income for the three months ended September 30, 1998 is reduced
by a non-recurring charge of $4.0 million for the restructuring  plan  approved
by the Company during the period.  Of this charge, $0.6 million relates  to  an
additional   reserve  for  bad  debts  and  is  recorded  in  the  general  and
administrative  expenses.  The remaining charge of $3.4 million consists of the
write-off or write-down  of  certain  assets  ($3.1 million) and an accrual for
severance and lease exit costs ($0.3 million).

      Due to the loss for the quarter, there was  an income tax benefit of $2.2
million for the three months ended September 30, 1998.   The  Company converted
to  a taxable entity on December 4, 1997.  Accordingly, no provision  was  made
for income  taxes  during  the  third  quarter  ended  September 30, 1997.  The
proforma adjustment included in the Company's statement  of  income  reflects a
provision for income taxes at a combined 40% federal and state income tax rate.

      Net  loss  for  the  quarter  ended  September 30, 1998 was $3.3 million,
compared to proforma net income for the third  quarter ended September 30, 1997
of $1.2 million.  Asset impairment and other charges accounted for $2.4 million
of the loss, net of tax.

Nine  Months  Ended September 30, 1998 Compared to Nine Months Ended  September
30, 1997

      Operating  revenues  increased  84% from $34.0 million for the nine month
period ended September 30, 1997 to $62.5  million  for  the  nine  month period
ended September 30, 1998.  Drilling revenues increased $12.1 million,  or  40%,
from  $30.1 million to $42.2 million for the nine month periods ended September
30, 1997  and  1998, respectively.  Survey revenues increased $9.1 million from
$1.6 million for  the nine months ended September 30, 1997 to $10.7 million for
the nine months ended  September  30,  1998.   Aviation revenues increased $6.1
million to $8.4 million for the nine month period  ended  September  30,  1998.
And,  line  cutting  revenues  were  $1.2  million  for  the  nine months ended
September 30, 1998; there were no similar revenues for the first nine months of
1997.   The acquisition of six companies in 1997 and four companies,  including
the Bolivian  joint  venture, in 1998 is the primary factor contributing to the
significant increase in the Company's revenues.  These acquisitions contributed
$3.9 million in revenues for the nine months ended September 30, 1997, compared
to $25.2 million for the  nine months ended September 30, 1998, a $21.3 million
increase.  Internal growth  resulting  from  increased  industry demand for 3-D
seismic data accounted for $7.2 million, or 25%, of the increase in revenues.

      Operating expenses increased $20.4 million, or 82%, from $25.0 million to
$45.4  million  in  the  nine  months  ended  September  30,  1997   and  1998,
respectively.   Total payroll expense increased $10.0 million to $20.6  million
for the nine months ended September 30, 1998.  Contract services increased from
$0.8 million for the nine month period ended September 30, 1997 to $4.1 million
for the nine month  period  ended  September 30, 1998.  Repairs and maintenance
costs were $6.3 million in the nine  months  ended  September  30,  1998, a 91%
increase  over  the  nine  month period ended September 30, 1997 costs of  $3.3
million.  Explosives and insurance  expense each increased $0.5 million, or 16%
and 63%, respectively in the nine month  period  ended  September  30,  1998 as
compared  to  the  nine  month  period  ended September 30, 1997.  Depreciation
expense increased 120% from $1.5 million  to  $3.3  million  for the nine month
periods  ended September 30, 1997 and September 30, 1998, respectively.   These
increases  were the result of increases in the size of the Company's workforce,
increases in  the  number and utilization of the Company's drilling and support
equipment, and the expanded  scope of the Company's operations due primarily to
the  acquisitions  described  above.   Although  operating  expenses  increased
significantly, as a percentage  of  revenue,  operating expenses decreased from
74% to 73% for the nine months ended September 30, 1997 and 1998, respectively.

      Gross profit increased from 90% from $9.0  million  for  the  nine  month
period  ended  September  30,  1997  to $17.1 million for the nine month period
ended  September  30, 1998.  The 10 acquired  companies,  including  the  joint
venture, contributed  $8.1  million  in  gross profit for the nine months ended
September 30, 1998 compared to $0.9 million for the nine months ended September
30, 1997, an increase of $7.2 million.  Combined  gross  margins increased from
26%  to  27%  for  the nine month periods ended September 30,  1997  and  1998,
respectively.

      General and administrative expenses were $9.2 million for the nine months
ended September 30,  1998, a 197% increase over the nine months ended September
30, 1997 expenses of $3.1  million.   Increases  in  office  personnel, payroll
taxes and insurance accounted for $2.5 million, or 36%, of this  increase.  Bad
debt expense increased $1.0 million, from $0.1 million in the nine months ended
September 30, 1997 to $1.1 million in the nine months ended September 30, 1998.
Of  this  increase,  $0.6  million  is related to the re-evaluating of  certain
accounts receivable in accordance with  the  restructuring plan approved in the
third quarter of 1998.  As a result of the acquisitions,  amortization  expense
increased  $0.4  million,  from  $0.1 million to $0.5 million in the nine month
periods ended September 30, 1997 and  1998,  respectively.  Advertising, travel
and entertainment, and shareholder relations costs  increased  $1.0  million to
$1.2  million for the nine months ended September 30, 1998, due to the  demands
of being a public company.

      Operating  income for the nine months ended September 30, 1998 is reduced
by a charge  of $4.0  million for certain  asset write-down  and other  charges
during the third  quarter of 1998.  Of this charge, $0.6 million relates to  an
additional  reserve  for   bad   debts  and  is  recorded  in  the  general and
administrative  expenses.   The  remaining   charge of $3.4 million consists of
the write-off or write-down of certain assets ($3.1 million) and an accrual for
severance and lease exit costs ($0.3 million).

      Income tax expense was $1.4 million for  the  nine months ended September
30,  1998.   The Company converted to a taxable entity  on  December  4,  1997.
Accordingly, no  provision  was  made  for  income  taxes during the first nine
months of 1998.

LIQUIDITY AND CAPITAL RESOURCES

      At  September  30, 1998, the Company had approximately  $2.3  million  in
cash,  compared to approximately  $8.7  million  at  December  31,  1997.   The
decrease  in  cash  was primarily due to capital expenditures in the first nine
months  of 1998, totaling  approximately  $19.3  million,  including  the  cash
portion of  the  consideration paid for the three acquisitions completed in the
second quarter of 1998, which totaled approximately $2.9 million.  Expenditures
during the first nine  months  of 1998 were partially offset by the sale of the
Company's fixed-wing charter division  for  approximately  $2.9 million in cash
and  by  net  cash  provided  by  financing  activities of $11.3 million.   The
Company's cash position at December 31, 1997 was also higher than normal due to
the receipt of the net proceeds of the Company's  initial  public  offering  of
common  stock  that  was  completed  in December 1997.  The Company had working
capital of $14.0 million at September  30, 1998 compared to approximately $11.5
million at December 31, 1997.  This increase  was  primarily  due  to increased
inventory.

      On  January  20,  1998,  the Company restructured its credit arrangements
with its commercial lender, Hibernia  National  Bank.   Under  the restructured
facility (the "Credit Facility"), the Company refinanced an $11.0  million term
loan,  obtained  a  $10.0  million  revolving line of credit to finance working
capital requirements, and obtained a  $9.0  million  line  of credit to finance
capital expenditures and acquisitions.  As of September 30,  1998,  the Company
had  approximately  $24.6 million of indebtedness outstanding under the  Credit
Facility.  Outstanding indebtedness under the Credit Facility bears interest at
LIBOR plus an applicable margin, ranging from 1.25% to 2.25% (6.91% at June 30,
1998).  The Credit Facility  has  a  final  maturity  of  January  20, 2000, is
required  to be guaranteed by all of the Company's U.S. subsidiaries,  requires
the Company  to  maintain certain financial ratios, imposes certain limitations
on the Company's ability  to  pay  cash  dividends  and  is collateralized by a
mortgage on the Company's land and buildings and by substantially  all  of  the
Company's assets not used as collateral for the Company's asset-based loans.

      The Company had approximately $6.9 million in outstanding indebtedness in
addition to outstanding indebtedness under the Credit Facility at September 30,
1998.   The  majority  of  this  debt  (approximately $5.4 million) consists of
several asset-based financing loans with  another  lender.   Of  the  principal
outstanding  under  these loans,  approximately $3.9 million bears interest  at
LIBOR plus 3.75% and  matures  on July 19, 2001.  The remaining portion of this
loan bears interest at LIBOR plus 3.0% and is collateralized by various seismic
drilling, support equipment and  aircraft.  Remaining indebtedness at September
30, 1998 was approximately $1.5 million,  including  approximately $1.3 million
owed  to  finance  companies  incurred  to  finance certain  of  the  Company's
insurance premiums.

        In  November  1998,  the  Company  entered  into a $6.6  million Bridge
Facility with Hibernia National  Bank  for  the  primary purpose of funding the
Bolivian joint venture.  Currently, the Company has approximately $2.6  million
outstanding under this agreement.  Outstanding, indebtedness bears interest  at
LIBOR plus an applicable margin, ranging from 1.25% to 2.25% (6.91% at November
13, 1998). The Bridge Facility has a final maturity of May 1999.  In the  event
the Company does not refinance the Bridge Facility at maturity,  interest  will
increase by one-half of 1% per month.

      In the third quarter of 1998, the Company  made  capital  expenditures of
approximately  $3.7 million, including  $2.5  million   for   the  purchase  or
construction   of  seismic  drilling  and  support  equipment, $0.8 million for
the purchase of one helicopter,  $0.2  million  for  the  purchase  of  support
vehicles and  $0.2 million for  various  building  and leasehold  improvements.

      Management believes that cash generated from operations and the Company's
Credit Facility will be  sufficient  to  meet the Company's anticipated capital
expenditures for 1998.  However, part of the  Company's  strategy is to acquire
companies  with  operations related or complementary to the  Company's  current
operations.  Depending on the size of such future acquisitions, the Company may
require additional  debt  financing,  possibly  in  excess of the limits of the
Credit Facility, or equity financing.

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 on schedule for completion  by  the end of
the second quarter of 1999.

        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.   Almost  all of these vendors have
already 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.    The   Y2K
Compliant  version  of its asset management and accounting software package  is
being  tested  by  the  Company  with  implementation   work   scheduled    for
completion  in   the  fourth quarter  of 1998.  Additionally, the   Company  is
currently  in  the  process  of  investigating  more   sophisticated accounting
software   packages to  meet  their  reporting and   operational   needs.   The
software conversion  is  scheduled  for completion during  the first quarter of
1999.  An assessment of  all embedded systems   contained   in   the  Company's
buildings,  equipment  and   other infrastructure is scheduled  for  completion
during the fourth quarter of 1998.

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 materials and services provided by third parties.   Effective  November
1, 1998, Y2K  Compliance  requirements  have been included in   all  purchasing
contracts.  An  assessment  of Y2K third-party risk is under way  and scheduled
for completion in the fourth quarter of 1998.

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.  If the software modifications and
conversions referred  to above  are  not made, or are delayed, the  Y2K   issue
could have a material  impact  on  operations.  Additionally,  the  above  cost
estimates  are  based  on  management's best  estimates,   which   are  derived
using   numerous   assumptions   of  future  events  including  the   continued
availability  of   certain resources, third party modification plans 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   disruption   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.    A  more
definitive   assessment  of  this risk will be available at the   conclusion of
the   assessment     phase  of  the   Y2K project,  which  is   scheduled   for
completion in the fourth quarter of 1998.

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 first quarter of
1999.   There  can  be  no  assurance that the Company will not   be materially
adversely  affected  by Y2K problems, or related costs.

FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS

      This  quarterly report on Form 10-Q may contain  certain  forward-looking
statements, including  by way of illustration and not of limitation, statements
relating to the Company's  liquidity,  revenues,  expenses  and  margins.   Any
statement  made  herein  that  is  not  a  historical fact is a forward-looking
statement.   The  Company  strongly  encourages   readers  to  note  that  such
statements  are  based  on  assumptions  made  about  the  Company's  financial
position, operations and industry which management considers reasonable at this
time.  Most of the factors upon which such assumptions  are made are beyond the
Company's ability to control or estimate precisely, and may  in  some  cases be
subject to rapid and material changes.



ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

      (a)   EXHIBITS.  See Exhibit Index on Page E-1
      (b)   REPORTS ON FORM 8-K.  None.
<PAGE>
                                  SIGNATURES


      Pursuant to the requirements of the Securities Exchange  Act of 1934, the
registrant  has  duly  caused  this  report to be signed on its behalf  by  the
undersigned thereunto duly authorized.

                                          OMNI ENERGY SERVICES CORP.


Dated:   September 13, 1998               /S/ DAVID A. JEANSONNE
                                          -----------------------
                                              David A. Jeansonne
                                           Chief Executive Officer



Dated:   September 13, 1998               /S/ JOHN H. UNTEREKER
                                        ------------------------
                                             John H. Untereker
                                         Executive Vice President
                             (Principal Financial and Accounting Officer)




<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                               SEQUENTIALLY
EXHIBIT NO.                                                                    NUMBERED PAGE
------------                                                                   --------------
   <S>                       <C>                                                    <C>
   3.1          Amended  and  Restated  Articles  of  Incorporation   of   the
                Company.(1)

   3.2          By-laws of the Company.(1)

  10.1          Joint Venture Agreement among the Company, OMNI  International
                Energy Service, Ltd. and Edwin Waldman Attie effectively dated
                July, 1, 1998.

  10.2          Employment  Agreement  and  Non-Competition  Agreement between
                Robert F. Nash and the Company.

  10.3          Third  Amendment  to  Amended and Restated Loan Agreement, by
                and  among  the  Company,  certain  of  its  subsidiaries  and
                Hibernia National Bank.        

  27.1          Financial Data Schedule
  --------------------
</TABLE>

(1)   Incorporated by reference to the Company's Registration Statement on Form
      S-1 (Registration Statement No. 333-36561).