Item 3.02 Unregistered Sales of Equity Securities.

On June 9, 2009, OMNI Energy Services Corp. (the "Company") agreed to issue 233,333 shares of unregistered restricted common stock of the Company at $1.50 per share and pay $500,000 in cash in partial satisfaction of a promissory note originally issued on April 23, 2008 in the principal amount of $2,000,000, thereby reducing the outstanding principal amount by $850,000.

The Company issued the securities described under this Item 3.02 in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

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