SecProbe.io

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Mail Stop 0306

March 31, 2005

VIA U.S. MAIL AND FAX (713) 986-4445

Mr. Thomas T. McEntire
Chief Financial Officer
OYO Geospace Corporation
7007 Pinemont Drive
Houston, Texas 77040

	Re:	OYO Geospace Corporation
		Form 10-K for the year ended September 30, 2004

Dear Mr. McEntire:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
in future filings response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Accounting Comments

Form 10-K for the year ended September 30, 2004

Item 9A. Controls and Procedures

1. We note your disclosure that management has concluded that your
disclosure controls and procedures are effective "in ensuring that
all material information required to be filed in this annual
report
has been made known to them in a timely fashion."  The language
that
is currently included after the word "effective" in your
disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).  Please revise future
filings to address our concerns.

Note 1. Summary of Significant Accounting Policies

Impairment of Long-Lived Assets - Page F-9

2. Please confirm to us that you review goodwill annually for
impairment and tell us which date that you have determined to be
your
annual testing date. See paragraph 26 of SFAS 142. Also, revise
future filings to indicate, if true, that you review goodwill
annually and "whenever an event or change in circumstances
indicates
the carrying amount of an asset or group of assets may not be
recoverable."

Revenue Recognition - Page F-9

3. We note your disclosure that sales revenues "are generally
recognized when our products are shipped and title and risk of
loss
have passed to the customer."  Please tell us and revise future
filings to describe those circumstances when revenue would be
recognized at a different point in the sales process.

4. Supplementally and in future filings please address how the
company considers each of the criteria in SAB Topic 13.A.1 in its
revenue recognition policy.

5. We noted that you delivered a reservoir characterization and
monitoring system to a customer and recognized $15.8 million in
related revenues in 2002 and $2.5 million in 2003 and earned a
$3.6
million bonus which was recognized in 2004. Supplementally and in
future filings, tell us the following:

* Tell us the nature of the reservoir characterization and
monitoring
system and provide us with a clearer understanding as to why
revenue
was recognized over a period of time for the sale of the product,
rather than at one point in time. For instance, did you sell one
product and charge fees over a specified period of time for
related
services provided, or sell this customer a number of products over
a
period of time, please clarify.

* We noted on page 2 that you classify reservoir characterization
projects as "large-scale projects that have the potential to
result
in substantial fluctuations in quarterly performance." Please tell
us
how you recognize revenue for these "large-scale" projects and
clarify why your revenue recognition for such projects can result
in
substantial fluctuations in quarterly performance.

* Tell us how the company considers each of the criteria included
in
SAB Topic 13.A.1 with regards to revenue recognition related to
these
systems.

* Lastly, tell us the nature of the bonus received, including what
type of service was provided in exchange for this bonus, if any.
Please also tell us the point at which revenue was recognized.
Please
cite the accounting guidance in which you based your accounting.

Foreign Currency Gains and Losses - Page F-10

6. In future filings please disclose the aggregate transaction
gain
or loss included in determining net income for the period in the
financial statements or footnotes to the financial statements.
See
paragraph 30 of SFAS 52.

Note 2. Acquisitions - Page F-13

7. Please provide further detail as to how you calculated and
presented the gain of $686,000 in fiscal 2002. Further, tell us
why
your additional investment in OYO-GEO Impulse resulted in negative
goodwill.

Note 11. Stockholders`  Equity - Page F-19

8. We noted that the company has issued shares of restricted
stock.
Supplementally, and in future filings, please provide a
description
of the significant terms of the restricted stock award and how you
accounted for the issuance of the stock, as well as how you
determined the timing and measurement of related compensation
charges, if any. Cite the accounting guidance on which you based
your
accounting. See paragraphs 46 and 47 of SFAS 123.

Note 17. Segment and Geographic Information - Page F-26

9. In future filings report revenues from external customers for
each
product and service or each group of similar products and services
unless it is impracticable to do so. If providing the information
is
impracticable, please disclose that fact. See paragraph 37 of SFAS
131.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

?	the company is responsible for the adequacy and accuracy of
the
disclosure in the filings;
?	staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
?	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
824-
5506 or me at (202) 942-1812 if you have questions.  In this
regard,
do not hesitate to contact Daniel Gordon, Branch Chief, at (202)
942-
1984.

							Sincerely,

							Jay Webb
							Reviewing Accountant
Mr. Thomas T. McEntire
OYO Geospace Corporation
March 31, 2005
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