8-K

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):  02/16/2005

OYO GEOSPACE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Commission File Number:  333-36727

DE	76-0447780
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

7007 Pinemont Drive, Houston, TX 77040

(Address of Principal Executive Offices, Including Zip Code)

(713) 986-4444

(Registrant’s Telephone Number, Including Area Code)

(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:

[  ]   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(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 1.01.    Entry into a Material Definitive Agreement

A written description of OYO Geospace Corporation's (the "Company") compensation arrangements with its directors is described in Exhibit 99.1 to this report on Form 8-K. These arrangements have been previously disclosed in the Company's annual reports on Form 10-K and/or its proxy statements in respect of its annual stockholders meetings. This Form 8-K is being filed as a cautionary matter in light of the technical requirements of Regulation S-K, Item 601 and the recent approval by the Company's stockholders of amendments to the Company's 1997 Non-Employee Director Stock Plan which has enabled the Company to pay its non-employee directors an increased level of compensation under the Company's director compensation arrangements in the form of common stock of the Company.

Item 9.01.    Financial Statements and Exhibits

99.1 Arrangements for Compensation of Directors

Signature(s)

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.

		OYO GEOSPACE CORPORATION
Date: February 16, 2005.	By:	/s/    Thomas T. McEntire
		Thomas T. McEntire
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Arrangements for Compensation of Directors

EX-99.1 2 rrd69194_4015.htm ARRANGEMENTS FOR COMPENSATION OF DIRECTORS

Exhibit 99.1

compensation of directors
of
oyo geospace corporation

Each member of the Board of Directors of OYO Geospace Corporation (the "Company") who is not an employee of the Company is entitled to receive annual compensation for his service as a director of the Company. Up until December 3, 2004, the amount of this compensation offered was $25,000 for each non-employee director. Under the Company's 1997 Non-Employee Director Stock Plan (the "Director Plan"), one half of this annual compensation was payable in shares of common stock, $.01 par value, of the Company (the "Common Stock"), calculated based on the fair market value thereof on the date of issuance. On December 3, 2004, the Board approved a $2,500 increase in the annual compensation offered to each non-employee director, such increase to be paid in the form of shares of Common Stock. This increase was subject to the approval by the Company's stockholders at the Company's February 8, 2005 annual stockholders meeting of an amendment to the Director Plan to give the Board the flexibility to pay the $2,500 increase in the form of Common Stock and an amendment to the Director Plan to increase the number of shares that were issuable under that plan, as there was an insufficient number of shares of Common Stock reserved under that plan to pay the non-employee directors the relevant portion of their annual compensation in Common Stock. The Company's stockholders approved both of these amendments to the Director Plan, and they became effective, on February 8, 2005. Subsequently, the Company issued shares of its Common Stock to each non-employee director in payment of $15,000 of his annual director compensation. The Company pays the remaining $12,500 in annual director compensation to each non-employee director in cash in four equal quarterly installments. Thus each non-employee director is currently entitled to receive an aggregate of $27,500 in annual compensation for his service as a director of the Company.

As in past years, Mr. Kobayashi, a non-employee director of the Company, declined his annual director compensation paid in respect of fiscal year 2004.

Pursuant to the Director Plan, each non-employee director serving on the Board following each meeting of stockholders is also entitled to receive the grant of an option to acquire 3,150 shares of Common Stock at the fair market value on the date of that grant. In accordance with this plan, the Company granted an option for 3,150 shares of Common Stock to each non-employee director after its annual stockholder's meeting held on February 8, 2005. As in past years, Mr. Kobayashi, a non-employee director of the Company, declined the grant of this option.

All directors of the Company are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

Exhibit 99.1

compensation of directors
of
oyo geospace corporation

Each member of the Board of Directors of OYO Geospace Corporation (the "Company") who is not an employee of the Company is entitled to receive annual compensation for his service as a director of the Company. Up until December 3, 2004, the amount of this compensation offered was $25,000 for each non-employee director. Under the Company's 1997 Non-Employee Director Stock Plan (the "Director Plan"), one half of this annual compensation was payable in shares of common stock, $.01 par value, of the Company (the "Common Stock"), calculated based on the fair market value thereof on the date of issuance. On December 3, 2004, the Board approved a $2,500 increase in the annual compensation offered to each non-employee director, such increase to be paid in the form of shares of Common Stock. This increase was subject to the approval by the Company's stockholders at the Company's February 8, 2005 annual stockholders meeting of an amendment to the Director Plan to give the Board the flexibility to pay the $2,500 increase in the form of Common Stock and an amendment to the Director Plan to increase the number of shares that were issuable under that plan, as there was an insufficient number of shares of Common Stock reserved under that plan to pay the non-employee directors the relevant portion of their annual compensation in Common Stock. The Company's stockholders approved both of these amendments to the Director Plan, and they became effective, on February 8, 2005. Subsequently, the Company issued shares of its Common Stock to each non-employee director in payment of $15,000 of his annual director compensation. The Company pays the remaining $12,500 in annual director compensation to each non-employee director in cash in four equal quarterly installments. Thus each non-employee director is currently entitled to receive an aggregate of $27,500 in annual compensation for his service as a director of the Company.

As in past years, Mr. Kobayashi, a non-employee director of the Company, declined his annual director compensation paid in respect of fiscal year 2004.

Pursuant to the Director Plan, each non-employee director serving on the Board following each meeting of stockholders is also entitled to receive the grant of an option to acquire 3,150 shares of Common Stock at the fair market value on the date of that grant. In accordance with this plan, the Company granted an option for 3,150 shares of Common Stock to each non-employee director after its annual stockholder's meeting held on February 8, 2005. As in past years, Mr. Kobayashi, a non-employee director of the Company, declined the grant of this option.

All directors of the Company are reimbursed for ordinary and necessary expenses incurred in attending board and committee meetings.