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):  June 8, 1995    

                      GEODYNAMICS CORPORATION                      
           (Exact name of registrant as specified in its charter)

     California                  0-15034           95-2502865      
(State or other jurisdiction   (Commission      (I.R.S. Employer  
of incorporation)             File Number)   Identification No.)   

21171 Western Avenue
Suite 110
Torrance, California                                   90501       
(Address of principal executive offices)             (Zip Code)  
  
Registrant's telephone number, including area code: 310/782-7277   

                              N/A                                  
(Former name or former address, if changed since last report)














The Exhibit Index is located on Page 2.

ITEM 5.   OTHER EVENTS.

          On June 8, 1995, Geodynamics Corporation, a California
corporation (the "Registrant"), issued a press release announcing
that the Registrant had retained A.G. Edwards & Company to advise
it in connection with a possible sale or merger of the Registrant. 
In the press release the Registrant also disclosed that no final
decision had been made by the Board of Directors of the Registrant
to pursue a sale or merger of the Registrant and that the
Registrant is not currently engaged in advance negotiations with
any potential acquiror.  A copy of the press release is attached as
an exhibit hereto and is incorporated by reference in its entirety
herein.


                                  EXHIBITS

          The following exhibit is filed as part of this report:

          Exhibit   Exhibit                                      Sequential 
          Number    Description                                  Page Number


          20        Press Release                                   4

                                 SIGNATURES

          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 thereunto duly authorized.


                         GEODYNAMICS CORPORATION,
                         a California corporation
                                   (Registrant)


                         By:  /s/ JOANNE M. DUNLAP    
                              Joanne M. Dunlap
                              Vice President



Date:  June 13, 1995



                                   June 13, 1995

VIA FEDERAL EXPRESS

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549

     Re:  Geodynamics Corporation, a California
          corporation - Current Report on Form 8-K
          File No. 0-15034                         

Ladies and Gentlemen:

          On behalf of Geodynamics Corporation, a California
corporation (the "Registrant"), enclosed for filing with the
Commission pursuant to Rule 13a-11 of the Securities Exchange Act
of 1934, as amended, are three complete copies of the Current
Report on Form 8-K (the "Report"), including all financial
statements, exhibits and other papers and documents filed as a part
thereof, and five additional copies of the Report.  At least one
complete copy of the Report filed with the Commission has been
manually signed.  Copies not manually signed bear conformed
signatures.  An additional manually signed copy of the Report is
concurrently being filed with The Nasdaq Stock Market Inc. (the
Nasdaq National Market), the only interdealer quotation system or
national securities exchanges on which any of the Registrant's
equity securities are listed.

          Please acknowledge receipt of this letter and the
enclosed material by stamping the enclosed copy of this letter and
returning it in the enclosed self-addressed envelope.  Do not
hesitate to contact the undersigned at 310-781-3612 with any
comments or questions.

                                   Sincerely,


                                   Joanne M. Dunlap

Enclosures
cc:  The Nasdaq Stock Market, Inc. (w/encl.)
Copies to:

Securities and Exchange Commission 
Judiciary Plaza 
450 Fifth Street N.W. 
Washington, D.C. 20549

The Nasdaq Stock Market, Inc. 
Nasdaq Regulatory Filings
1735 K Street, N.W.
Washington, D.C. 20006-1500
                                                           EXHIBIT 20

Geodynamics Corporation                 FOR IMMEDIATE RELEASE
21171 Western Avenue, Suite 120
Torrance, CA  90501
(310)781-3612
Company Contact:  Joanne M. Dunlap


                  GEODYNAMICS CORPORATION
                    RETAINS A.G. EDWARDS
                           

Torrance, CA, June 8, 1995--Geodynamics Corporation (NASDAQ-NMS:GDYN)
announced today that the Company has retained A.G. Edwards
to advise it with respect to the possibility of a sale or merger of
the Company.  Dr. T.R. LaFehr, Chairman of the Board of directors,
explained that following the recent changes to the Company's board
and the recent appointment of a new Chairman and a new President
and Chief Executive Officer of the Company, the Board has concluded
that all alternatives for maximizing shareholder value should be
explored while maintaining top-quality customer service on our
existing and future business.  Dr. LaFehr emphasized that no final
decision has been made by the Board of Directors to pursue a sale
or merger and that the Company is not currently engaged in advance
negotiations with any potential acquiror.

Geodynamics is engaged in high technology remote sensing, software
development, and image processing with a wide variety of
applications in both government and commercial markets.

For further information, contact Joanne M. Dunlap at (310)781-3612.