UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2425, 2010

OMNI ENERGY SERVICES CORP.

(Exact name of registrant as specified in its charter)

LOUISIANA

0-23383

72-1395273

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4500 N.E. Evangeline Thruway

Carencro, Louisiana 70520

(Address of principal executive offices) (Zip Code)

(337) 896-6664

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 38.0201 ~~Unregistered~~Other ~~Sales of Equity Securities~~Matters.

On August 2425, 2010, ~~the~~OMNI ~~Company~~Energy ~~issued~~Services ~~common stock to the Edward E~~Corp. ~~Colson, III Trust~~ (the “~~ColsonTrust~~Company”) inreceived ~~connection with the exercise of~~ a ~~warrant~~standard ~~originally~~notification ~~purchased~~from by the ~~ColsonTrust~~NASDAQ ~~pursuant~~Stock toMarket (the ~~terms~~“NASDAQ”) ofas a ~~Securities~~result ~~Purchase Agreement dated as~~ of ~~May 17,~~the ~~2005,~~Company’s asfailure ~~described~~to infile the Company’s Form 810-KQ ~~filed~~for ~~with~~ the ~~Securities and Exchange~~ ~~Commission~~period onended ~~May~~June 2430, ~~2005.~~2010 ~~Mr. Colson,~~(“Form ~~trustee~~10-Q”) ~~of the Colson Trust, serves~~ as arequired ~~director~~under ofNASDAQ’s ~~the~~Rule ~~Company~~5250(c)(1). The ~~exercise price of these warrants was $1.95 per share. Warrants to purchase an aggregate of 115,200 shares were exercised pursuant to their cashless exercise provisions resulting in 32,307 shares of~~ Company ~~common stock being~~ issued. ~~The~~a ~~warrant~~press ~~was~~release ~~set to expire~~ on August 2931, 2010. ~~After~~disclosing ~~the~~its receipt ~~exercise~~ of ~~this~~the ~~warrant,~~notification ~~Mr. Colson~~from isNASDAQ ~~now~~pursuant ~~the~~to ~~beneficial~~Rule ~~owner of 817,153~~5810(b). ~~shares~~A copy of the ~~Company’s~~press ~~common~~release ~~stock~~is ~~representing~~attached ~~approximately~~hereto ~~3.5~~as ~~percent~~Exhibit of99.1 ~~the~~and ~~Company’s~~is ~~outstanding~~incorporated ~~common~~herein ~~stock~~by reference.

The ~~issuance~~Company oftimely filed a Form 12b-25 with the ~~shares~~Securities ~~was~~and ~~exempt~~Exchange ~~from~~Commission ~~registration~~on ~~under~~August 17, 2010 disclosing that the ~~Securities~~Company ~~Act~~is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 without unreasonable effort or expense. As previously disclosed in ~~reliance~~the Company’s Current Report on ~~Sections~~Form ~~3(a)(9)~~8-K filed with the Securities and ~~4(2)~~Exchange ~~promulgated~~Commission on July 22, 2010, the Audit Committee of the Board of Directors of the Company, with the assistance of management, ~~thereunder~~determined that certain of its previous financial statements must be amended. Because of the time required to complete the amended financial statements, the Company has been unable to complete the preparation of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. The Company is also working to complete its Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. The Company plans to file the Forms 10-Q for the quarters ended March 31 and June 30, 2010 as soon as practicable after the review of its financial statements for the quarters ended March 31 and June 30, 2010 by the Company’s independent registered public accountants. The Company is in the process of completing a plan to regain compliance with the NASDAQ rules for submission to NASDAQ prior to the November 15, 2010 deadline.

Item 9.01

Financial Statements and Exhibits

99.1 Press Release issued by the Company on August 31, 2010

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 hereunto duly authorized.

	OMNI ENERGY SERVICES CORP.
Dated: August 26, 2010
Dated: August 31, 2010
	By:	/s/ Ronald D. Mogel
		Senior Vice President
		Senior Vice President and Chief Financial Officer
		and Chief Financial Officer

Filing Compare · OMNI ENERGY SERVICES CORP