S-8

As filed with the Securities and Exchange Commission on February 15, 2005.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OYO GEOSPACE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	76-0447780
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7007 Pinemont Drive
Houston, Texas	77040-6601
(Address of Principal Executive Offices)	(Zip Code)

OYO GEOSPACE CORPORATION 1997 KEY EMPLOYEE STOCK OPTION PLAN

and

OYO GEOSPACE CORPORATION 1997 NON-EMPLOYEE DIRECTOR PLAN

(Full title of the plan)

GARY D. OWENS

OYO GEOSPACE CORPORATION

7007 Pinemont Drive

Houston, Texas 77040-6601

(Name and address of agent for service)

(713) 986-4444

(Telephone number, including area code, of agent for service)

With Copy to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

(713) 651-5151

Attention: Charles H. Still

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)		Proposed maximum aggregate offering price(1)		Amount of registration fee
Common Stock ($.01 par value)	575,000 shares of Common Stock(2)	$	18.88	$	10,856,000.00	$	1,277.75

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of Company Common Stock on the NASDAQ National Market on February 11, 2005.

(2) Represents 500,000 shares of Company Common Stock added to the OYO Geospace Corporation 1997 Key Employee Stock Option Plan, as amended (the “Key Employee Plan”), 250,000 of which was added by an amendment approved by the Company’s Stockholders at the Company’s Annual Meeting of Stockholders held on January 25, 2001 and 250,000 of which was added by an amendment approved by the Company’s Stockholders at the Company’s Annual Meeting of Stockholders held on February 8, 2005, and 75,000 shares of Company Common Stock added to the OYO Geospace Corporation 1997 Non-Employee Director Plan, as amended (the “Director Plan”), by an amendment thereto approved by the Company’s Stockholders at the Company’s Annual Meeting of Stockholders held on February 8, 2005. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the registration statement also includes an indeterminate number of shares of Company Common Stock issuable as a result of the anti-dilution provisions of the above plans.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement registers additional securities of the same class as other securities for which a registration statement on this Form S-8 (Registration No. 333-40893, the “Earlier Registration Statement”) relating to the OYO Geospace Corporation 1997 Key Employee Stock Option Plan and the OYO Geospace Corporation 1997 Non-Employee Director Plan is effective. Pursuant to Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference.

ITEM 8. EXHIBITS.

4.1		OYO Geospace Corporation 1997 Key Employee Stock Option Plan (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727)).
4.2		Amendment No. 1 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated February 2, 1998 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998).
4.3		Amendment No. 2 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated November 16, 1998 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998).
4.4	*	Amendment No. 3 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated November 10, 2000.
4.5	*	Amendment No. 4 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated February 8, 2005.
4.6		OYO Geospace Corporation 1997 Non-Employee Director Plan (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727)).
4.7	*	Amendment No. 1 to OYO Geospace Corporation 1997 Non-Employee Director Plan, dated February 8, 2005.
5.1	*	Opinion of Fulbright & Jaworski L.L.P.
23.1	*	Consent of PricewaterhouseCoopers LLP.
23.2	*	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement).
24.1	*	Power of Attorney (included on page II-2).

* Denotes exhibit filed herewith.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on February 8, 2005.

OYO GEOSPACE CORPORATION
By:	/s/ Gary D. Owens
	Gary D. Owens
	Chairman of the Board, President, and
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears below constitutes and appoints Gary D. Owens his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Gary D. Owens Gary D. Owens	Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer), and Director	February 8, 2005
/s/ Thomas T. McEntire Thomas T. McEntire	Chief Financial Officer (Principal Financial and Accounting Officer)	February 8, 2005
/s/ William H. Moody William H. Moody	Director	February 8, 2005
/s/ Katsuhiko Kobayashi Katsuhiko Kobayashi	Director	February 8, 2005
/s/ Ryuzo Okuto Ryuzo Okuto	Director	February 8, 2005
/s/ Thomas L. Davis Thomas L. Davis	Director	February 8, 2005
/s/ Michael J. Sheen Michael J. Sheen	Director	February 8, 2005
/s/ Charles H. Still Charles H. Still	Director	February 8, 2005

II-2

INDEX TO EXHIBITS

Exhibit Number		Description of Exhibits
4.1		OYO Geospace Corporation 1997 Key Employee Stock Option Plan (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727)).
4.2		Amendment No. 1 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated February 2, 1998 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998).
4.3		Amendment No. 2 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated November 16, 1998 (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998, filed December 21, 1998).
4.4	*	Amendment No. 3 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated November 10, 2000.
4.5	*	Amendment No. 4 to OYO Geospace Corporation 1997 Key Employee Stock Option Plan, dated February 8, 2005.
4.6		OYO Geospace Corporation 1997 Non-Employee Director Plan (incorporated by reference to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727)).
4.7	*	Amendment No. 1 to OYO Geospace Corporation 1997 Non-Employee Director Plan, dated February 8, 2005.
5.1	*	Opinion of Fulbright & Jaworski L.L.P.
23.1	*	Consent of PricewaterhouseCoopers LLP.
23.2	*	Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement).
24.1	*	Power of Attorney (included on page II-2 of this Registration Statement).

* Denotes exhibit filed herewith.

II-3

EX-4.4

Exhibit 4.4

AMENDMENT NO. 3

TO

OYO GEOSPACE CORPORATION

1997 KEY EMPLOYEE STOCK OPTION PLAN

Adopted by the Board of Directors November 10, 2000

This Amendment amends the 1997 OYO Geospace Corporation Key Employee Stock Option Plan (the “Plan”) as follows:

Section 4.2 of the Plan is amended to read in its entirety as follows:

“4.2 Dedicated Shares. The total number of shares of Stock with respect to which Options and Stock Awards may be granted under the Plan shall be 875,000. The shares may be treasury shares or authorized but unissued shares. The maximum number of shares subject to Options that may be issued to any Employee under the Plan in any calendar year is 400,000. The number of shares stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5.

In the event that any outstanding Option or Stock Award shall expire or terminate for any reason or any Option or Stock Award is surrendered, the shares of Stock allocable to the unexercised portion of the Option or Stock Award may again be subject to an Option or Stock Award under the Plan.”

EX-4.5

Exhibit 4.5

AMENDMENT NO. 4

TO

OYO GEOSPACE CORPORATION

1997 KEY EMPLOYEE STOCK OPTION PLAN

Adopted by the Board of Directors February 8, 2005

This Amendment amends the 1997 OYO Geospace Corporation Key Employee Stock Option Plan (the “Plan”) as follows:

Section 4.2 of the Plan is amended to read in its entirety as follows:

“4.2 Dedicated Shares. The total number of shares of Stock with respect to which Options and Stock Awards may be granted under the Plan shall be 1,125,000. The shares may be treasury shares or authorized but unissued shares. The total number of shares of Stock with respect to which Incentive Options may be granted under the Plan shall not exceed 1,125,000. The total number of shares of Stock with respect to which Nonqualified Options may be granted under the Plan shall not exceed 1,125,000. The total number of shares of Stock with respect to which Stock Awards may be granted under the Plan shall not exceed 1,125,000. The maximum number of shares of Stock with respect to which Incentive Options may be granted to any Employee under the Plan during any calendar year is 400,000. The maximum number of shares of Stock with respect to which Nonqualified Options may be granted to any Employee under the Plan during a calendar year is 400,000. Notwithstanding anything in the preceding two sentences of this Section 4.2 to the contrary, the number of shares of Stock granted to an Employee under the Plan in any calendar year with respect to Incentive Options and Nonqualified Options may not exceed 400,000 shares in the aggregate. The number of shares stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5.

In the event that any outstanding Option or Stock Award shall expire or terminate for any reason or any Option or Stock Award is surrendered, the shares of Stock allocable to the unexercised portion of the Option or Stock Award may again be subject to an Option or Stock Award under the Plan.”

EX-4.7

Exhibit 4.7

AMENDMENT NO. 1

TO

OYO GEOSPACE CORPORATION

1997 NON-EMPLOYEE DIRECTOR PLAN

Adopted by the Board of Directors February 8, 2005

This Amendment amends the 1997 OYO Geospace Corporation Non-Employee Director Plan (the “Plan”) as follows:

1. Section 3 of the Plan is amended to read in its entirety as follows:

“3. Available Shares. The total amount of the Stock with respect to the Options and Stock paid in lieu of the directors’ annual retainers that may be granted under this Plan shall not exceed in the aggregate 150,000 shares; provided, that the class and aggregate number of shares of Stock which may be granted hereunder shall be subject to adjustment in accordance with the provisions of Paragraph 18 hereof. Such shares of Stock may be treasury shares of authorized but unissued shares of Stock. In the event that any outstanding Option for any reason shall expire or is terminated or cancelled, the shares of Stock allocable to the unexercised portion of such Option may again be subject to an Option or Options or Stock issuance under the Plan.”

2. Section 14 of the Plan is amended to read in its entirety as follows:

“14. Issuance of Shares in Lieu of Payment of Retainer. A portion (to be set by the Board of Directors from time to time) of each Eligible Director’s annual retainer fee for service as a member of the Company’s Board of Directors may be paid in Stock. The shares of Stock to be issued under this Paragraph shall be issued the day following each Annual Meeting of the stockholders of the Company. The number of shares to be issued under the Paragraph shall be the portion of the annual retainer fee to be paid in shares of Stock divided by the fair market value of the Stock on that date, as determined pursuant to Paragraph 8 above. No fractional shares shall be issued, but the number of shares shall be rounded up to the nearest whole number.”

EX-5.1

Exhibit 5.1

Fulbright & Jaworski L.L.P.

A Registered Limited Liability Partnership

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

www.fulbright.com

(713) 651-5151

telephone:         (713) 651-5151

facsimile:          (713) 651-5246

February 8, 2005

OYO Geospace Corporation

7007 Pinemont Drive

Houston, Texas 77040-6601

Ladies and Gentlemen:

We have acted as counsel for OYO Geospace Corporation, a Delaware corporation (the “Registrant”), in connection with the registration under the Securities Act of 1933 of 575,000 shares of the Registrant’s common stock, par value $.01 per share (the “Shares”), to be offered upon the terms and subject to the conditions set forth in the Registrant’s 1997 Key Employee Stock Option Plan, as amended (the “Key Employee Plan”), and the Registrant’s 1997 Non-Employee Director Plan, as amended (the “Director Plan,” and, together with the Key Employee Plan, the “Plans”).

In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation of the Registrant, as amended, the amended Bylaws of the Registrant, the Plans, the records of relevant corporate proceedings with respect to the offering of the Shares and other such documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We also have examined the Registrant’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to the Shares.

We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined.

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plans, will be duly and validly issued, fully paid and nonassessable.

The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to the laws of the State of Texas and the federal laws of the United States of America, to the extent applicable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 3, 2004 relating to the financial statements and financial statement schedule of OYO Geospace Corporation, which appears in OYO Geospace Corporation’s Annual Report on Form 10-K for the year ended September 30, 2004.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Houston, Texas

February 11, 2005