OMNI ENERGY SERVICES CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

          EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


     THIS  EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is dated
and effective  as  of  May  15,  2000  (the "Eighth Amendment"), among OMNI
ENERGY SERVICES CORP., a Louisiana corporation  (the  "Borrower"), AMERICAN
AVIATION  L.L.C.,  a Missouri limited liability company ("Aviation"),  OMNI
ENERGY SERVICES CANADA CORP., an Alberta, Canada corporation formerly known
as Hamilton Drill Tech  Inc.  ("Omni Canada"), OMNI ENERGY SERVICES-ALASKA,
INC., an Alaska corporation ("Omni  Alaska"), and HIBERNIA NATIONAL BANK, a
national banking association (the "Bank").

                           W I T N E S S E T H:

     WHEREAS, the Borrower, Aviation,  Omni  Marine & Supply, Inc., and the
Bank have heretofore entered into an Amended and  Restated  Loan  Agreement
dated  as of January 20, 1998, as amended by First Amendment thereto  dated
as of March  31,  1998,  as amended by Second Amendment thereto dated as of
July 31, 1998, as amended  by  Third  Amendment thereto dated as of October
30, 1998, as amended by Fourth Amendment  thereto  dated  as  of  March 29,
1999, as amended by Fifth Amendment thereto dated as of September 29, 1999,
by  Sixth  Amendment  thereto dated as of December 28, 1999, and by Seventh
Amendment thereto dated  as  of  March  31,  2000 (as so amended, the "Loan
Agreement"),  pursuant  to  which  the Bank established  in  favor  of  the
Borrower  certain  credit  facilities  consisting   of  Acquisition  Loans,
Revolving Loans, Bridge Loans, and a Term Loan;

     WHEREAS,  subsequent  to  the  execution of the Loan  Agreement,  Omni
Canada and Omni Alaska became wholly-owned  subsidiaries  of  the Borrower,
and  Omni  Marine & Supply, Inc., a Louisiana corporation, was merged  into
the Borrower;

     WHEREAS,  the  Loans  by  the  Bank to the Borrower are guaranteed, IN
SOLIDO, by Aviation,  Omni Canada, and Omni Alaska as the Guarantors;

     WHEREAS, the indebtedness evidenced by the Bridge Note has been paid;

     WHEREAS, on July 12, 1999, the Borrower and the Bank, with the consent
of  the Guarantors, agreed to reduce and  did  reduce  the  Revolving  Loan
Commitment from $7,000,000.00 to $6,000,000.00;

     WHEREAS,  pursuant  to  the Fifth Amendment, the Bank (i) extended the
scheduled July 31, 1999 principal payments on all Loans to October 31, 1999
and  (ii)  allowed the Borrower  until  October  31,  1999  to  remedy  all
financial covenant violations;

     WHEREAS,  pursuant  to  the  Sixth  Amendment,  the  Bank, among other
matters, extended the Termination Date from January 20, 2000  to  March 31,
2000;

     WHEREAS,  pursuant  to  the  Seventh  Amendment, the Bank, among other
matters, extended the Termination Date from March 31, 2000 to May 15, 2000;

     WHEREAS, the Borrower and the Guarantors  have requested that the Bank
extend the Termination Date from May 15, 2000 to May 22, 2000; and

     WHEREAS, subject to the terms and conditions of the Loan Agreement, as
amended  by  this  Eighth  Amendment,  the  Bank is willing  to  honor  the
Borrower's requests.

     NOW,  THEREFORE, THE PARTIES HERETO, IN CONSIDERATION  OF  THE  MUTUAL
COVENANTS HEREINAFTER  SET  FORTH AND INTENDING TO BE LEGALLY BOUND HEREBY,
AGREE AS FOLLOWS:

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

     2.   DEFINED TERMS REVISION.

          (a)  The definitions of the term "Acquisition Note", "Term Note",
and "Revolving Note" appearing in Section 1.1 of  the  Loan  Agreement  are
hereby  supplemented  to  include  each  of  the  Allonges to such Notes as
provided  in the Sixth Amendment, the Seventh Amendment,  and  this  Eighth
Amendment.


          (b)  The  definition  of the term "Termination Date" appearing in
Section  1.1  of the Loan Agreement  is  hereby  deleted  and  restated  as
follows:

               "TERMINATION DATE" shall mean, with respect to the
               Bank's Commitments the earlier to occur of (i) May
               22,  2000,  or (ii) the date of termination of the
               Commitments pursuant to Article XIII hereof.

          (c)  The following  definition  is  hereby added to the Loan
Agreement:

               "EIGHTH AMENDMENT" shall mean that  certain Eighth
               Amendment  to Amended and Restated Loan  Agreement
               dated  as  of  May  15,  2000  by  and  among  the
               Borrower, Aviation,  Omni Canada, Omni Alaska, and
               the Bank.

     3.   REVISION TO ARTICLE II; TERMINATION DATE AND PRINCIPAL PAYMENTS.

          (a)  Subject  to  the  terms  and   conditions   of  this  Eighth
Amendment, the Termination Date for all Loans is as set forth  in paragraph
2(b)  above.   The  final  maturity date specified in the Notes is extended
from May 15, 2000 to May 22,  2000.  The maturity date extension also shall
be set forth in an Allonge to each of the Notes to be executed by Borrower.

          (b)  The Borrower shall continue to make weekly interest payments
under each of the Notes.

     4.   TEXTRON LETTER OF CREDIT.  Subject to the terms and conditions of
this Seventh Amendment, the Bank  has  extended  the  expiry  date  for the
Textron letter of credit in the amount of $380,000.00 to May 22, 2000.

     5.   REVISION   TO   ARTICLE  III  (ACQUISITION  LOANS)  OF  THE  LOAN
AGREEMENT.  Subject to the  terms  and conditions of the Loan Agreement, as
amended by this Eighth Amendment, the  parties  agree  as follows:  Section
3.2.1  of  the  Loan  Agreement, as modified by this Eighth  Amendment,  is
hereby amended to reflect  that  the final maturity of the Acquisition Note
is May 22, 2000.

     6.   CONFIRMATION  OF  COLLATERAL   DOCUMENTS.    All  of  the  liens,
privileges,  priorities  and equities existing and to exist  under  and  in
accordance with the terms  of  the Collateral Documents are hereby renewed,
extended and carried forward as security for all of the Loans and all other
debts, obligations and liabilities  of  the Borrower to the Bank.  Further,
the Guarantors hereby consent to the terms  and  conditions  of this Eighth
Amendment, and confirm their solidary liability for all Loans.

     7.   CONDITIONS PRECEDENT.  The agreements and obligation  of the Bank
as  set forth in this Eighth Amendment are subject to satisfaction  of  the
following conditions precedent:

          (a)  The  Borrower  shall have executed and delivered to the Bank
this Eighth Amendment, an Allonge  to  each  of  the  Revolving  Note,  the
Acquisition  Note,  and  the Term Note, and all other documents required by
the Loan Agreement, as amended by this Eighth Amendment, and the Guarantors
shall have executed and delivered  to  the  Bank this Eighth Amendment, and
all  other documents required by the Loan Agreement,  as  amended  by  this
Eighth  Amendment,  all  in  form  and  substance  and  in  such  number of
counterparts as may be required by the Bank;

          (b)  The   representations,  warranties,  and  covenants  of  the
Borrower and the Guarantors  as set forth in the Loan Agreement, as amended
by this Eighth Amendment, or in  any Related Document furnished to the Bank
in connection herewith, shall be and remain true and correct;

          (c)  The Bank shall have  received  a  favorable legal opinion of
counsel to the Borrower and the Guarantors, in form,  scope  and  substance
satisfactory to the Bank;

          (d)  The  Bank  shall have received certified resolutions of  the
Borrower and the Guarantors  authorizing the execution of all documents and
instruments contemplated by this Eighth Amendment;

          (e)  No Default or Event  of  Default shall exist or shall result
from the transactions contemplated by this Eighth Amendment;

          (f)  The Borrower and the Guarantors shall have provided the Bank
with all financial statements, reports and  certificates  required  by  the
Loan Agreement, as amended by this Eighth Amendment;

          (g)  The  Bank  shall have received the articles of incorporation
and bylaws, as amended, of  the  Borrower and the articles of organization,
operating agreement, articles of incorporation,  and bylaws, as amended, of
the Guarantors, and the Bank's counsel shall have  reviewed  the  foregoing
documents  and  is  satisfied  with  the  validity,  due  authorization and
enforceability thereof and of all Related Documents;

          (h)  The Bank shall have received evidence acceptable to the Bank
and its counsel that its Encumbrances affecting the Collateral shall have a
first priority position, subject only to Permitted Encumbrances;

          (i)  There shall have occurred no Material Adverse Change;

          (j)  The  Bank's  due  diligence  and  review  of  all  financial
information  provided  by  the  Borrower and the Guarantors, and the Bank's
field audit of the Borrower's books  and  records, shall be satisfactory to
the Bank;

          (k)  The Borrower must maintain insurance acceptable to the Bank,
naming Bank as additional insured and/or loss  payee,  and  deliver to Bank
evidence of such insurance coverages;

          (l)  All  legal  fees  by  Bank's  counsel pertaining to  matters
involving Borrower, including preparation of this Eighth Amendment, must be
paid by Borrower;

          (m)  All unused fees owed to Bank by Borrower are paid; and

          (n)  Borrower  shall  cause Omni Alaska  to  file  the  necessary
reports so that Omni Alaska will  be  in  good  standing  under the laws of
Alaska.

     8.   REPRESENTATION.  On and as of the date hereof, and  after  giving
effect  to  this Eighth Amendment, the Borrower and the Guarantors confirm,
reaffirm and  restate  the  representations and warranties set forth in the
Loan Agreement and the Collateral  Documents; provided, that each reference
to the Loan Agreement herein shall be  deemed to include the Loan Agreement
as amended by this Eighth Amendment.

     9.   PAYMENT OF EXPENSES.  The Borrower agrees to pay or reimburse the
Bank for all legal fees and expenses of  counsel  to the Bank in connection
with the transactions contemplated by this Eighth Amendment.

     10.  WAIVER OF DEFENSES; RELEASE OF LIABILITIES.  THE BORROWER AND THE
GUARANTORS ACKNOWLEDGE THAT THIS EIGHTH AMENDMENT CONTAINS A RENEWAL OF THE
LOANS,  AN  EXTENSION  OF  PAYMENTS, AND A FORBEARANCE  BY  THE  BANK.   IN
CONSIDERATION  OF  THE BANK'S  EXECUTION  OF  THIS  EIGHTH  AMENDMENT,  THE
BORROWER AND THE GUARANTORS DO HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS,
CAUSES OF ACTION, AND/OR  DEFENSES  TO  PAYMENT ON ANY INDEBTEDNESS OWED BY
ANY OF THEM TO THE BANK THAT MAY EXIST AS  OF THE DATE OF EXECUTION OF THIS
EIGHTH AMENDMENT.  FURTHER, BORROWER AND THE  GUARANTORS  HEREBY AGREE THAT
ALL  DISPUTES  AND  CLAIMS WHATSOEVER OF ANY KIND OR NATURE WHICH  BORROWER
AND/OR ANY OF THE GUARANTORS  PRESENTLY  HAS  OR  MAY  HAVE  AGAINST  BANK,
WHETHER  PRESENTLY  KNOWN  OR  UNKNOWN,  WHICH  BORROWER  AND/OR ANY OF THE
GUARANTORS  COULD  HAVE  ASSERTED  AGAINST  BANK,  ARE  FULLY  AND  FINALLY
RELEASED,   COMPROMISED   AND   SETTLED.    BORROWER  AND  THE  GUARANTORS,
INDIVIDUALLY AND FOR THEMSELVES, THEIR, SUCCESSORS IN INTEREST AND ASSIGNS,
DO HEREBY EXPRESSLY RELEASE AND FOREVER RELIEVE,  DISCHARGE  AND GRANT FULL
ACQUITTANCE  TO  BANK  FOR  AND  FROM ANY AND ALL CAUSES OF ACTION,  SUITS,
CLAIMS, DEBTS, OBLIGATIONS OR LIABILITIES  OF  ANY NATURE WHATSOEVER, KNOWN
OR  UNKNOWN,  ALLEGED  OR NOT ALLEGED, WHICH BORROWER  AND/OR  ANY  OF  THE
GUARANTORS HAS OR MAY HAVE  AGAINST  BANK, ITS AGENTS, OFFICERS, EMPLOYEES,
DIRECTORS  AND  SHAREHOLDERS  AS OF THE DATE  HEREOF.   ACCEPTANCE  OF  THE
PROCEEDS OF EACH REVOLVING LOAN  AFTER  THE  DATE HEREOF SHALL CONSTITUTE A
RATIFICATION, ADOPTION AND CONFIRMATION BY BORROWER  AND  GUARANTORS OF THE
FOREGOING GENERAL RELEASE OF RELEASED CLAIMS AND LIABILITIES THAT ARE BASED
IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT KNOWN OR UNKNOWN,  EXISTING ON
OR  PRIOR  TO THE DATE OF RECEIPT OF ANY SUCH REVOLVING LOAN.  THIS  WAIVER
AND RELEASE SHALL BE CONSTRUED TO HAVE THE BROADEST POSSIBLE SCOPE.

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

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

     13.  CONTINUED EFFECT.   Except as expressly modified herein, the Loan
Agreement shall continue in full  force  and effect.  The Loan Agreement as
amended by this Eighth Amendment is hereby  ratified  and  confirmed by the
parties hereto.

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


                              OMNI ENERGY SERVICES CORP.

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  President, Chief  Executive Officer


                              AMERICAN AVIATION L.L.C.
                              BY: OMNI ENERGY SERVICES CORP.,
                                      AS SOLE MEMBER

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  President, Chief Executive Officer


                              OMNI ENERGY SERVICES CANADA CORP.
                              (F/K/A HAMILTON DRILL TECH INC.)

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  Treasurer



                              OMNI ENERGY SERVICES- ALASKA, INC.

                              By:_____________________________________
                                 Name:  John H. Untereker
                                 Title:  Treasurer



                              HIBERNIA NATIONAL BANK

                              By:_____________________________________
                                 Name:________________________________
                                 Title:_______________________________





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</DOCUMENT>
