<PAGE>   1
  As filed with the Securities and Exchange Commission on August 3, 1998

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             EAGLE GEOPHYSICAL, INC.
             (Exact name of registrant as specified in its charter)



          DELAWARE                                          76-0522659
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)
 


                              50 BRIAR HOLLOW LANE
                              6TH FLOOR, WEST BLDG.
                              HOUSTON, TEXAS 77027
    (Address of registrant's principal executive offices, including zip code)

                             EAGLE GEOPHYSICAL, INC.
                             1997 STOCK OPTION PLAN
                                       and
                             EAGLE GEOPHYSICAL, INC.
                     INDEPENDENT DIRECTORS STOCK OPTION PLAN
                              (Full Title of Plan)

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

                                JAY N. SILVERMAN
                      President and Chief Executive Officer
                             Eagle Geophysical, Inc.
                   50 Briar Hollow Lane, 6th Floor, West Bldg.
                              Houston, Texas 77027
                                 (713) 881-2800
          (Name and address, including zip code, and telephone number,
             including area code, of registrant's agent for service)

                                    Copy to:

                               William Mark Young
                        Gardere Wynne Sewell & Riggs, LLP
                               333 Clay, Suite 800
                              Houston, Texas 77002
                    Phone (713) 308-5500, Fax: (713) 308-5555

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                         PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF EACH CLASS            AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
  OF SECURITIES TO BE REGISTERED        REGISTERED          PER SHARE*             PRICE*         REGISTRATION FEE*
---------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                       <C>               <C>                   <C>     
Common Stock, $.01 par value         1,200,000 shares          $10.8125          $12,975,000           $3,765
=====================================================================================================================

*     Calculated pursuant to Rule 457(h), based on the average of the high and
      low prices for Common Stock on July 31, 1998, as reported on The Nasdaq
      Stock Market.
=====================================================================================================================
</TABLE>
        


<PAGE>   2


                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents, and all documents subsequently filed by Eagle
Geophysical, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and shall be deemed to be a part hereof
from the date of the filing of such documents:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997.

         2.       The Corporation's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1998.

         3.       All other reports filed by the Company pursuant to sections
                  13(a) or 15(d) of the Exchange Act since January 1, 1998.

In addition, all documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. The audited financial statements of the Company incorporated by
reference in this Registration Statement have been audited by the independent
public accountants, Arthur Andersen LLP, as indicated in their report, and are
included herein in reliance upon the authority of said firm as experts in
giving said report. Future financial statements of the Corporation and the
reports thereon of Arthur Andersen LLP or such other independent public
accountant as appointed by the Corporation, also will be incorporated by
reference in this Registration Statement in reliance upon the authority of that
firm as experts in giving those reports to the extent said firm has audited
those financial statements and consented to the use of their reports thereon.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      -2-
<PAGE>   3


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is incorporated under the laws of Delaware. Section 145 of
the Delaware General Corporation Law provides that a Delaware corporation may
indemnify any person against expenses, fines and settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. If the action or suit
is by or in the name of the corporation, the corporation may indemnify any such
person against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless and only to the extent that the Delaware Court
of Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in light of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that the directors and officers of the
Company shall be indemnified by the Company against certain liabilities that
those persons may incur in their capacities as directors or officers. The
Certificate of Incorporation eliminates the liability of directors of the
Company, under certain circumstances, to the maximum extent permitted by the
Delaware General Corporation Law. Specifically, directors will not be held
liable to the Company or its stockholders for an act or omission in such
capacity as a director, except for liability as a result of (i) a breach of the
duty of loyalty to the Company or its stockholders, (ii) actions or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) payment of an improper dividend or improper repurchase of the
Company's stock under Section 174 of the Delaware General Corporation Law, or
(iv) actions or omissions pursuant to which the director will receive an
improper personal benefit.

         The Certificate of Incorporation and By-laws provide that the Company
is generally required to indemnify its directors and officers for all judgments,
fines, settlements, legal fees and other expenses incurred in connection with
pending or threatened legal proceedings because of the director's or officer's
position with the Company or another entity that the director or officer serves
at the Company's request, subject to certain conditions, and to advance funds to
its directors and officers to enable them to defend against such proceedings. To
receive indemnification, the director or officer must have been successful in
the legal proceeding or acted in good faith and in what was reasonably believed
to be a lawful manner and in the Company's best interest.

         Additionally, pursuant to an employment agreement between Mr. Silverman
and the Company and an employment agreement between Mr. McNairy and the Company,
the Company shall, to the maximum extent not prohibited by law, indemnify Mr.
Silverman and Mr. McNairy if Mr. Silverman or Mr. McNairy is made, or threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company to procure a judgment in its favor
(collectively, a "Proceeding"), by reason of the fact that Mr. Silverman or Mr.
McNairy is or was a director or officer of the Company, or is or was serving in
any capacity at the request of the Company for any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements)
paid or incurred in connection with any such Proceeding.

         Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers of persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and therefore is unenforceable.



                                      -3-
<PAGE>   4


ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      The Company's 1997 Stock Option Plan

         4.2      The Company's Independent Directors' Stock Option Plan

         5.1      Opinion of Gardere Wynne Sewell & Riggs

         23.1     Consent of Gardere Wynne Sewell & Riggs (included in its
                  opinion filed as Exhibit 5.1)

         23.2     Consent of Arthur Andersen LLP, independent public accountants

         23.3     Consent of KPMG, independent public accountants

         24.1     Power of Attorney (set forth on the signature pages of this
                  Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      to file, during any period in which offers or sales are being
                  made of the securities registered hereby, a post- effective
                  amendment to this Registration Statement to include any
                  material information with respect to the plan of distribution
                  not previously disclosed in this Registration Statement or any
                  material change to such information in this Registration
                  Statement;

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post- effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      -4-
<PAGE>   5


                                   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 the 31st day of July. 
1998.



                                      EAGLE GEOPHYSICAL, INC.
                                      (Registrant)

                                      By: /s/ JAY N. SILVERMAN
                                         ---------------------------------------
                                         Jay N. Silverman
                                         President and Chief Executive Officer



                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Jay
N. Silverman and Richard W. McNairy true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and re-substitution,
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, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full powers 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
attorneys-in-fact and agents, each acting alone, or his or her 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 indicated below in the City of Houston, State of Texas on the 31st 
day of July, 1998.

<TABLE>
<CAPTION>

                 SIGNATURE                                    TITLE                               DATE
                 ---------                                    -----                               ----   
<S>                                          <C>                                            <C>
           /s/ JAY N. SILVERMAN                President, Chief Executive Officer
     ----------------------------------        and Director (Principal Executive
              Jay N. Silverman                              Officer)                         July 31, 1998   

         /s/ RICHARD W. MCNAIRY     
     ----------------------------------        Vice President - Chief Financial
             Richard W. McNairy               Officer (Principal Financial Officer)          July 31, 1998   

            /s/ DAVID SAINDON
     ----------------------------------                     Controller
               David Saindon                       (Chief Accounting Officer)                July 31, 1998   

          /s/ WILLIAM L. LURIE
     ----------------------------------         Chairman of the Board and Director
              William L. Lurie                                                               July 31, 1998   

          /s/ GERALD M. HARRISON 
     ----------------------------------        Executive Vice President and Director
             Gerald M. Harrison                                                              July 31, 1998   

            /s/ GEORGE PURDIE 
     ----------------------------------          Senior Vice President - Offshore
               George Purdie                         Operations and Director                 July 31, 1998   

           /s/ PAUL A. FRAME
     ----------------------------------                      Director
               Paul A. Frame                                                                 July 31, 1998   

          /s/ PAUL G. SOMERVILLE 
     ----------------------------------                      Director
             Paul G. Somerville                                                              July 31, 1998   

</TABLE>


                                      -5-
<PAGE>   6


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

                                                                                          Sequentially
  Exhibit                                                                                    Numbered 
  Number     Exhibit                                                                           Page
  -------    -------                                                                      --------------          


<S>          <C>                   
    4.1      The Company's 1997 Stock Option Plan

    4.2      The Company's 1997 Independent Directors' Stock Option Plan

    5.1      Opinion of Gardere Wynne Sewell & Riggs

    23.1     Consent of Gardere Wynne Sewell & Riggs (included in its opinion
             filed as Exhibit 5.1)

    23.2     Consent of Arthur Andersen LLP, independent public accountants

    23.3     Consent of KPMG, independent public accountants

    24.01    Power of Attorney (set forth on the signature pages of this
             Registration Statement)

</TABLE>

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "EAGLE GEOPHYSICAL, INC.", "secsgml_size_bytes": 20871}]
{"company-data": {"conformed-name": "EAGLE GEOPHYSICAL INC", "cik": "0001039971", "assigned-sic": "1382", "irs-number": "760522659", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60509", "film-number": "98676246"}, "business-address": {"street1": "50 BRIAR HOLLOW LANE, 6TH FLOOR", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7138812800"}}
1
  As filed with the Securities and Exchange Commission on August 3, 1998

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                             EAGLE GEOPHYSICAL, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                          76-0522659
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)
 

                              50 BRIAR HOLLOW LANE
                              6TH FLOOR, WEST BLDG.
                              HOUSTON, TEXAS 77027
    (Address of registrant's principal executive offices, including zip code)

                             EAGLE GEOPHYSICAL, INC.
                             1997 STOCK OPTION PLAN
                                       and
                             EAGLE GEOPHYSICAL, INC.
                     INDEPENDENT DIRECTORS STOCK OPTION PLAN
                              (Full Title of Plan)

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

                                JAY N. SILVERMAN
                      President and Chief Executive Officer
                             Eagle Geophysical, Inc.
                   50 Briar Hollow Lane, 6th Floor, West Bldg.
                              Houston, Texas 77027
                                 (713) 881-2800
          (Name and address, including zip code, and telephone number,
             including area code, of registrant's agent for service)

                                    Copy to:

                               William Mark Young
                        Gardere Wynne Sewell & Riggs, LLP
                               333 Clay, Suite 800
                              Houston, Texas 77002
                    Phone (713) 308-5500, Fax: (713) 308-5555

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                         PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF EACH CLASS            AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
  OF SECURITIES TO BE REGISTERED        REGISTERED          PER SHARE*             PRICE*         REGISTRATION FEE*
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value         1,200,000 shares          $10.8125          $12,975,000           $3,765
=====================================================================================================================

*     Calculated pursuant to Rule 457(h), based on the average of the high and
      low prices for Common Stock on July 31, 1998, as reported on The Nasdaq
      Stock Market.
=====================================================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents, and all documents subsequently filed by Eagle
Geophysical, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and shall be deemed to be a part hereof
from the date of the filing of such documents:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997.

         2.       The Corporation's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1998.

         3.       All other reports filed by the Company pursuant to sections
                  13(a) or 15(d) of the Exchange Act since January 1, 1998.

In addition, all documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. The audited financial statements of the Company incorporated by
reference in this Registration Statement have been audited by the independent
public accountants, Arthur Andersen LLP, as indicated in their report, and are
included herein in reliance upon the authority of said firm as experts in
giving said report. Future financial statements of the Corporation and the
reports thereon of Arthur Andersen LLP or such other independent public
accountant as appointed by the Corporation, also will be incorporated by
reference in this Registration Statement in reliance upon the authority of that
firm as experts in giving those reports to the extent said firm has audited
those financial statements and consented to the use of their reports thereon.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      -2-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is incorporated under the laws of Delaware. Section 145 of
the Delaware General Corporation Law provides that a Delaware corporation may
indemnify any person against expenses, fines and settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. If the action or suit
is by or in the name of the corporation, the corporation may indemnify any such
person against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless and only to the extent that the Delaware Court
of Chancery or the court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in light of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that the directors and officers of the
Company shall be indemnified by the Company against certain liabilities that
those persons may incur in their capacities as directors or officers. The
Certificate of Incorporation eliminates the liability of directors of the
Company, under certain circumstances, to the maximum extent permitted by the
Delaware General Corporation Law. Specifically, directors will not be held
liable to the Company or its stockholders for an act or omission in such
capacity as a director, except for liability as a result of (i) a breach of the
duty of loyalty to the Company or its stockholders, (ii) actions or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) payment of an improper dividend or improper repurchase of the
Company's stock under Section 174 of the Delaware General Corporation Law, or
(iv) actions or omissions pursuant to which the director will receive an
improper personal benefit.

         The Certificate of Incorporation and By-laws provide that the Company
is generally required to indemnify its directors and officers for all judgments,
fines, settlements, legal fees and other expenses incurred in connection with
pending or threatened legal proceedings because of the director's or officer's
position with the Company or another entity that the director or officer serves
at the Company's request, subject to certain conditions, and to advance funds to
its directors and officers to enable them to defend against such proceedings. To
receive indemnification, the director or officer must have been successful in
the legal proceeding or acted in good faith and in what was reasonably believed
to be a lawful manner and in the Company's best interest.

         Additionally, pursuant to an employment agreement between Mr. Silverman
and the Company and an employment agreement between Mr. McNairy and the Company,
the Company shall, to the maximum extent not prohibited by law, indemnify Mr.
Silverman and Mr. McNairy if Mr. Silverman or Mr. McNairy is made, or threatened
to be made, a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company to procure a judgment in its favor
(collectively, a "Proceeding"), by reason of the fact that Mr. Silverman or Mr.
McNairy is or was a director or officer of the Company, or is or was serving in
any capacity at the request of the Company for any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements)
paid or incurred in connection with any such Proceeding.

         Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers of persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and therefore is unenforceable.

                                      -3-
4

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      The Company's 1997 Stock Option Plan

         4.2      The Company's Independent Directors' Stock Option Plan

         5.1      Opinion of Gardere Wynne Sewell & Riggs

         23.1     Consent of Gardere Wynne Sewell & Riggs (included in its
                  opinion filed as Exhibit 5.1)

         23.2     Consent of Arthur Andersen LLP, independent public accountants

         23.3     Consent of KPMG, independent public accountants

         24.1     Power of Attorney (set forth on the signature pages of this
                  Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      to file, during any period in which offers or sales are being
                  made of the securities registered hereby, a post- effective
                  amendment to this Registration Statement to include any
                  material information with respect to the plan of distribution
                  not previously disclosed in this Registration Statement or any
                  material change to such information in this Registration
                  Statement;

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post- effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
5

                                   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 the 31st day of July. 
1998.

                                      EAGLE GEOPHYSICAL, INC.
                                      (Registrant)

                                      By: /s/ JAY N. SILVERMAN
                                         ---------------------------------------
                                         Jay N. Silverman
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints Jay
N. Silverman and Richard W. McNairy true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and re-substitution,
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, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full powers 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
attorneys-in-fact and agents, each acting alone, or his or her 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 indicated below in the City of Houston, State of Texas on the 31st 
day of July, 1998.
SIGNATURE                                    TITLE                               DATE
                 ---------                                    -----                               ----
/s/ JAY N. SILVERMAN                President, Chief Executive Officer
     ----------------------------------        and Director (Principal Executive
              Jay N. Silverman                              Officer)                         July 31, 1998   

         /s/ RICHARD W. MCNAIRY     
     ----------------------------------        Vice President - Chief Financial
             Richard W. McNairy               Officer (Principal Financial Officer)          July 31, 1998   

            /s/ DAVID SAINDON
     ----------------------------------                     Controller
               David Saindon                       (Chief Accounting Officer)                July 31, 1998   

          /s/ WILLIAM L. LURIE
     ----------------------------------         Chairman of the Board and Director
              William L. Lurie                                                               July 31, 1998   

          /s/ GERALD M. HARRISON 
     ----------------------------------        Executive Vice President and Director
             Gerald M. Harrison                                                              July 31, 1998   

            /s/ GEORGE PURDIE 
     ----------------------------------          Senior Vice President - Offshore
               George Purdie                         Operations and Director                 July 31, 1998   

           /s/ PAUL A. FRAME
     ----------------------------------                      Director
               Paul A. Frame                                                                 July 31, 1998   

          /s/ PAUL G. SOMERVILLE 
     ----------------------------------                      Director
             Paul G. Somerville                                                              July 31, 1998
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6

                                INDEX TO EXHIBITS
Sequentially
  Exhibit                                                                                    Numbered 
  Number     Exhibit                                                                           Page
  -------    -------                                                                      --------------
4.1      The Company's 1997 Stock Option Plan

    4.2      The Company's 1997 Independent Directors' Stock Option Plan

    5.1      Opinion of Gardere Wynne Sewell & Riggs

    23.1     Consent of Gardere Wynne Sewell & Riggs (included in its opinion
             filed as Exhibit 5.1)

    23.2     Consent of Arthur Andersen LLP, independent public accountants

    23.3     Consent of KPMG, independent public accountants

    24.01    Power of Attorney (set forth on the signature pages of this
             Registration Statement)
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