Item 2.02. Results of Operations and Financial Condition

On August 7, 2009, OYO Geospace Corporation (the "Company") issued a press release regarding its earnings results for the third fiscal quarter. The press release is attached hereto as Exhibit 99.1. The foregoing description is qualified in its entirety by reference to such exhibit.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective August 7, 2009, Mr. Katsuhiko Kobayashi, who has been a director of the Company since 1995, resigned from his position as a director due to his upcoming retirement from OYO Corporation U.S.A., a Texas corporation and significant stockholder of the Company ("OYO USA"), and OYO Corporation, a Japanese corporation and the sole stockholder of OYO USA ("OYO Japan"). Mr. Kobayashi did not serve on any committees of the Board of Directors at the time of his resignation.

Effective August 7, 2009, the Board of Directors of the Company elected Mr. Takashi Kanemori, a director and senior executive officer of OYO Japan, to fill the vacancy created by Mr. Koabayashi's resignation. Mr. Kanemori has not been appointed to serve on any committees of the Board of Directors. As a director, Mr. Kanemori is eligible to receive annual compensation in the amount of $75,000, paid quarterly.