SecProbe.io

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May 5, 2005

Mail Stop 0306

Gary D. Owens
Chairman and President and Chief Executive Officer
OYO Geospace Corporation
7007 Pinemont Drive
Houston, Texas 77040-6601

      Re:	OYO Geospace Corporation
	Registration Statement on Form S-3
	Filed April 25, 2005
	         File No. 333-124314
Dear Mr. Owens:
      We have limited our review of the above filing to the matter
identified in the comment below.  No further review of the
registration statement has been or will be made.  All persons who
are
by statute responsible for the adequacy and accuracy of these
materials are urged to be certain that all information required
pursuant to the statutes has been included.
General
1. We note that the selling shareholder is an affiliate of yours
holding 51% of your outstanding shares and selling a large amount
stock, approximately 25% of your common stock, in this offering.
Given these factors, it appears that this resale offering could be
construed to be a primary offering "by or on behalf of the
issuer."
We also note that it does not appear that you are eligible to use
Form S-3 for a primary offering of your securities because the
aggregate market value of your equity securities held by non-
affiliates is below the $75 million minimum.  Please provide a
detailed legal analysis to support your position that the selling
shareholder is not acting as an underwriter in the sale of these
securities.
Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and 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
for
an informed decision.  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.
	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      Please contact Jay Mumford at (202) 824-5348 or me at (202)
942-1880 with any other questions.
      Sincerely,

							Peggy Fisher
							Assistant Director

cc:	Arthur H. Rodgers, Esq.
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Gary D. Owens
OYO Geospace Corporation
May 5, 2005
Page 1

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