SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                 AMENDMENT NO. 5

                                       TO

                                 SCHEDULE 14D-9
                            -------------------------


                SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
             SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

                              3-D GEOPHYSICAL, INC.
                            (Name of Subject Company)


                              3-D GEOPHYSICAL, INC.
                      (Name of Person(s) Filing Statement)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    88553V107
                      (CUSIP Number of Class of Securities)

                            ------------------------

                                  JOEL FRIEDMAN
                                    CHAIRMAN
                              3-D GEOPHYSICAL, INC.
                              599 Lexington Avenue
                            New York, New York 10022
                                 (212) 317-1234

                  (Name, Address and Telephone Number of Person
          Authorized to Receive Notice and Communications on Behalf of
                         the person(s) filing statement)

                            -------------------------




         This Amendment No. 5, the final  amendment,  amends and supplements the
information set forth in the  Solicitation/Recommendation  Statement Pursuant to
Section  14(d)(4) of the Securities  Exchange Act of 1934 on Schedule  14D-9, as
amended (the "Schedule 14D-9"),  filed by 3-D Geophysical,  Inc. (the "Company")
on  March  13,  1998  with  respect  to a  tender  offer  (the  "Offer")  by WAI
Acquisition  Corp.,  a  Delaware  corporation   ("Purchaser"),   a  wholly-owned
subsidiary of Western Atlas Inc., a Delaware corporation ("Western"),  disclosed
in a Tender Offer Statement on Schedule 14D-1, dated March 13, 1998, to purchase
all outstanding Shares at a purchase price of $9.65 per share, net to the seller
in cash,  without  interest,  upon the terms and subject to the  conditions  set
forth in an Offer to Purchase dated March 13, 1998 and pursuant to the Agreement
and Plan of Merger, dated as of March 8, 1998, among Western,  Purchaser and the
Company.  Unless otherwise  indicated,  the capitalized  terms used herein shall
have the meanings specified in the Schedule 14D-9.


ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

         Item 8 is hereby amended by adding the following paragraph 8(d):


         (d) Expiration of the Offer

         The Offer expired at 12:00  midnight,  New York City time, on Thursday,
April 9, 1998.  According to the  depositary's  preliminary  report,  11,232,391
shares were tendered and not  withdrawn  (including  22,081  shares  tendered by
means of guaranteed  delivery) as of the  expiration of the Offer,  representing
approximately  94% of  the  outstanding  share  of the  Company.  The  Purchaser
accepted for payment all shares validly  tendered  according to the terms of the
Offer.

         Item  8(d)  is  hereby  amended  and  supplemented  to  incorporate  by
reference the  information  set forth in the press release  issued by Western on
April 10, 1998, filed as exhibit (a)(6) to this Amendment No. 5.


ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

         Item 9 is  hereby  amended  and  supplemented  by  adding  thereto  the
following:


EXHIBIT NO.                DESCRIPTION
- -----------                -----------

(a)(6)                Text of Press Release issued by Western on April 10, 1998.




                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:  April 10, 1998

                                              3-D GEOPHYSICAL, INC.


                                               By:   /s/ Joel Friedman
                                                     -----------------
                                                     Name: Joel Friedman
                                                     Title:  Chairman






                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION
- -----------                -----------

(a)(6)                Text of Press Release issued by Western on April 10, 1998.




                                                                  Exhibit (a)(6)


Western Atlas Acquires Over 90% of 3-D Geophysical Shares in Tender Offer

HOUSTON,  Texas - April 10, 1998 - Western Atlas Inc. (NYSE:WAI) today announced
that its wholly owned subsidiary, WAI Acquisition Corp., completed its $9.65 per
share cash tender  offer for all of the  outstanding  shares of common stock and
the associated preferred share purchase rights of 3-D Geophysical, Inc.

According  to  the  depositary's  preliminary  report,  11,232,391  shares  were
tendered  and not  withdrawn  (including  22,081  shares  tendered  by  means of
guaranteed  delivery) as of the  expiration  of the tender  offer,  representing
approximately 94% of the outstanding 3-D Geophysical  shares.  The offer expired
at 12:00  midnight,  New York  City  time,  on  Thursday,  April  9,  1998.  WAI
Acquisition Corp.  accepted for payment all shares validly tendered according to
the terms of the tender offer.

The tender offer will be followed by a merger of WAI Acquisition  Corp. into 3-D
Geophysical in which each 3-D Geophysical share not acquired in the tender offer
will be converted into the right to receive $9.65 in cash.

Western  Atlas  Inc.,  based in  Houston,  Texas is one of the  world's  leading
oilfield services  companies,  providing  seismic,  well-logging,  and reservoir
information services to the oil and gas industry.

SOURCE: Western Atlas, Inc.