Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

On February 23, 2009, the Board of Directors of OYO Geospace Corporation amended the OYO Geospace Corporation General Code of Business Conduct and Supplemental Code of Ethics (the "Code of Conduct") to provide that the termination date of the "Insider Trading Blackout Period", as such term is defined in the Code of Conduct, is the close of business on the second business day following the date of public disclosure of the financial results for the fiscal quarter or year.

Item 7.01. Regulation FD Disclosure

Attached as Exhibit 99.1 are remarks made by Gary Owens at the Annual Stockholders Meeting of OYO Geospace Corporation held on February 23, 2009.

This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 Remarks of Gary Owens made at OYO Geospace Corporation Annual Stockholders Meeting held on February 23, 2009.

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