As filed with the Securities and
Exchange Commission on October 23, 1996            Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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


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

              Nevada                                        76-0497775
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                        10500 Westoffice Drive, Suite 200
                            Houston, Texas 77042-5391
          (Address, including zip code, of Principal Executive Offices)


                             GEOSCIENCE CORPORATION

                           1996 EQUITY INCENTIVE PLAN

                            (Full title of the plan)


                                J. Rankin Tippins
                  Vice President, General Counsel and Secretary
                             GeoScience Corporation
                        10500 Westoffice Drive, Suite 200
                            Houston, Texas 77042-5391
                                 (713) 785-7790
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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


                                    copy to:

                                 Thomas P. Mason
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================== 
                                                                                         Proposed
                                                                      Proposed           Maximum
                                                    Amount            Maximum           Aggregate          Amount of
                                                     to be         Offering Price        Offering         Registration
   Title of Securities to be Registered (1)       registered       Per Share (2)        Price (2)             Fee
   ----------------------------------------     ---------------  ------------------  ---------------   ------------------
<S>                                             <C>              <C>                 <C>               <C>    

Common Stock, $0.01 per share                      1,500,000          $10.9375         $16,406,250           $4,952
=============================================== ===============  ==================  ================  ==================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

                                               
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h),  based upon the average of the high and low prices
     per Common  Unit for  October  17,  1996 on the New York Stock  Exchange as
     reported in The Wall Street Journal on October 18, 1996.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          GeoScience   Corporation  (the  "Company")   hereby   incorporates  by
reference  the following  documents  listed  below.  In addition,  all documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities and Exchange Act of 1934 (the "Exchange  Act") (prior to
the filing of a post-effective amendment which indicates that all the 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 thereof from the date of filing of such documents.

          (a) The  Company's  prospectus  filed  pursuant  to  424(b)  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act")  contained in the
Registration Statement on Form S-1 (Reg. No. 333-2986) filed with the Securities
and Exchange Commission (the "Commission") on March 25, 1996.

          (b) The Company's  quarterly  report on Form 10-Q for the period ended
June 30, 1996.

          (c) The description of the Common Stock (the "Common Stock") contained
in the  Company's  Registration  Statement on Form 8-A (No.  0-28422)  which was
filed with the  Commission on May 2, 1996 pursuant to Section 12 of the Exchange
Act, as amended by Amendment No. 1 on the Form 8-A/A filed on May 10, 1996.


ITEM 4.  DESCRIPTION OF SECURITIES.

          The  information  required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The  information  required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Nevada's  Private   Corporation  Law  (the  "NPCL")  provides  that  a
corporation  may  indemnify any person who was or is a party or is threatened to
be made a party,  by  reason  of the fact that such  person  was an  officer  or
director  of such  corporation,  or is or was  serving  at the  request  of such
corporation as a director,  officer,  employee or agent of another  corporation,
partnership, joint venture, trust or other enterprise, to (x) any action or suit
by or in the right of the corporation  against expenses,  including amounts paid
in  settlement  and  attorneys'  fees,  actually  and  reasonably  incurred,  in
connection with the defense or settlement  believed to be in, or not opposed to,
the best interests of the corporation,  except that  indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of  competent  jurisdiction  to be liable to the  corporation  or for
amounts paid in settlement to the  corporation  and (y) any other action or suit
or proceeding against expenses,  including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred, if he or she acted
in good faith and in a manner which he or she  reasonably  believed to be in, or
not opposed to, reasonable cause to believe his or her conduct was unlawful.  To
the extent that a director,  officer,  employee or agent has been "successful on
the merits or  otherwise"  the  corporation  must  indemnify  such  person.  The
articles of  incorporation  or bylaws may provide  that the expenses of officers
and directors incurred in defending any such action must be paid as incurred and
in advance of the final  disposition  of such action.  The NPCL also permits the
Company to purchase and maintain insurance on behalf of the Company's  directors
and officers against any liability arising out of their status as such,  whether
or not the Company would have the power to indemnify him against such liability.
These  provisions  may be  sufficiently  broad to  indemnify  such  persons  for
liabilities arising under the Securities Act.

          The  Company's  Articles  of  Incorporation  ("Articles")  and  Bylaws
provide  that the  Company  shall,  to the  fullest  extent  not  prohibited  by
applicable  law,  indemnify any director or officer of the Company in connection
with  certain  actions,  suits  or  proceedings,   against  expenses,  including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred.  The Company is also required to pay any expenses incurred
by a director

                                      II-2

<PAGE>


or officer in defending such an action,  in advance of the final  disposition of
such  action.  The  Company's  Articles  and Bylaws  further  provide  that,  by
resolution  of  the  Board  of  Directors,  such  benefits  may be  extended  to
employees,  agents or other  representatives  of the Company.  In addition,  the
Company's  Articles and Bylaws  provide that all rights to  indemnification  and
advancement  of  expenses  are  deemed to arise out of a  contract  between  the
Company and each person to be  indemnified  which may be evidenced by a separate
contract between the Company and each such person.

          The NPCL provides that a corporation's  articles of incorporation  may
contain a provision  which  eliminates  or limits the  personal  liability  of a
director  or officer to the  corporation  or its  stockholders  for  damages for
breach  of  fiduciary  duty as a  director  or  officer,  provided  that  such a
provision  must not  eliminate  or limit the  liability of a director or officer
for: (a) acts or omissions  which  involve  intentional  misconduct,  fraud or a
knowing  violation  of law;  or (b) the  payment of illegal  distributions.  The
Company's  Articles  include a provision  eliminating the personal  liability of
directors  for breach of  fiduciary  duty  except that such  provision  will not
eliminate or limit any liability which may not be so eliminated or limited under
applicable law.

          The Company's Bylaws provide that the Company may maintain  insurance,
at its expense, to protect itself and any of its directors,  officers, employees
or agents or any person  serving at the  request of the  Company as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  against any expense,  liability or loss,  whether or
not the  Company  would have the power to  indemnify  such person  against  such
expense, liability or loss under the NPCL.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted to directors,  officers or 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 is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  The  information  required by Item 7 is not applicable to this
Registration Statement.


ITEM 8.  EXHIBITS.

  
Exhibit
Number            Description
   

   4.1+           Articles of Incorporation (incorporated by reference to 
                  Exhibit 3.1 to the Company's Form S-1 (No. 333-2986)).
                  

   4.2+           Bylaws (incorporated by reference to Exhibit 3.2 to the 
                  Company's Form S-1 (No. 333-2986)).

   4.3+           GeoScience Corporation 1996 Equity Incentive Plan 
                  incorporated by reference to Exhibit 10.1 to the
                  Company's Form S-1 (No. 333-2986)).

   5.1            Opinion of Andrews & Kurth L.L.P.

   23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

   23.2           Consent of Price Waterhouse LLP

   24.1           Power of Attorney (included in signature page).

--------------------
+  Incorporated herein by reference.



                                      II-3

<PAGE>




ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section 10
                  (a)(3) of the Securities Act of 1933;
                  
                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in this Registration Statement;

                  Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
                  above do not apply if the information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic  reports filed by the Company  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are   incorporated  by  reference  in  the  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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual report  pursuant to Section  13(a) or 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  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.


                                      II-4

<PAGE>



                                   SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933,  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 23rd
  day of October, 1996.

                                               GEOSCIENCE CORPORATION



                                               By:   /s/ Richard F. Miles
                                                     Richard F. Miles,
                                                     President


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
  and directors of GeoScience  Corporation (the "Company"),  hereby  constitutes
  and appoints  Wendell W. Gamel and J. Rankin Tippins,  or either of them (with
  full power to each of them to act alone), his true and lawful attorney-in-fact
  and agent,  with full power of substitution,  for him and on his behalf and in
  his name,  place and stead,  in any and all capacities,  to sign,  execute and
  file this Registration Statement under the Securities Act of 1933, as amended,
  and  any or all  amendments  (including,  without  limitation,  post-effective
  amendments),  with all exhibits and any and all documents required to be filed
  with respect  thereto,  with the  Securities  and Exchange  Commission  or any
  regulatory  authority,  granting unto such  attorneys-in-fact  and agents, and
  each of them,  full power and  authority  to do and perform each and every act
  and thing  requisite  and  necessary  to be done in and about the  premises in
  order to  effectuate  the same,  as fully to all  intents  and  purposes as he
  himself  might or could  do,  if  personally  present,  hereby  ratifying  and
  confirming  all that said  attorneys-in-fact  and agents,  or any of them,  or
  their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
<TABLE>
<CAPTION>

                Signature                                          Title                              Date

<S>                                          <C>                                                  <C>    


  /s/ Wendell W. Gamel                        Chairman of the Board of Directors                  October 16, 1996
  --------------------------------------
  Wendell W. Gamel


  /s/ Richard F. Miles                        President (principal executive                      October 16, 1996
  --------------------------------------      officer) and Director                               
  Richard F. Miles                           



  /s/ Ray F. Thompson                         Vice President, Chief Financial                     October 16, 1996
  --------------------------------------      Officer (principal financial and
  Ray F. Thompson                             accounting officer) and Director
                     


  /s/ J. Rankin Tippins                       Vice President, General Counsel,                    October 16, 1996
  --------------------------------------      Secretary and Director
  J. Rankin Tippins                          


  /s/ W. L. Creech                            Director                                            October 16 , 1996
  --------------------------------------
  W. L. Creech


  /s/ Michael C. Forrest                      Director                                            October 16, 1996
  --------------------------------------
  Michael C. Forrest


  /s/ Christopher C. Kraft, Jr.               Director                                            October 16, 1996
  --------------------------------------
  Christopher C. Kraft, Jr.

</TABLE>

                                      II-5

<PAGE>


<TABLE>
<S>                                           <C>                                                 <C>    
  /s/ Edward R. Prince, Jr.                   Director                                            October 16, 1996
  --------------------------------------
  Edward R. Prince, Jr.
</TABLE>



                                   SIGNATURES

        The Plan.  Pursuant to the  requirements  of the Securities Act of 1933,
  the  Compensation  Committee  (which  administers  the subject  plan) 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 October 16, 1996.


                                   GeoScience Corporation
                                   1996 Equity Incentive Plan




                                   By:   /s/ W. L. Creech
                                         -----------------------------------
                                         W. L. Creech
                                         Chairman, Compensation Committee




<PAGE>


                                  EXHIBIT INDEX

  Exhibit
  Number
  ------

  4.1+     Articles of Incorporation (incorporated by reference to Exhibit 3.1 
           to the Company's Form S-1 (No. 333-2986)).
          

  4.2+     Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
           Form S-1 (No. 333-2986)).

  4.3+     GeoScience Corporation 1996 Equity Incentive Plan (incorporated by 
           reference to Exhibit 10.1 to the Company's Form S-1 (No. 333-2986)).
          
   5.1     Opinion of Andrews & Kurth L.L.P.

  23.1     Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  23.2     Consent of Price Waterhouse LLP

  24.1     Power of Attorney (included in signature page).

  -------------------------------
  +  Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "GEOSCIENCE CORPORATION FORM S-8", "secsgml_size_bytes": 22264}]
{"company-data": {"conformed-name": "GEOSCIENCE CORP", "cik": "0001011586", "assigned-sic": "3829", "irs-number": "760497775", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14683", "film-number": "96646957"}, "business-address": {"street1": "10500 WESTOFFICE DR", "street2": "STE 200", "city": "HOUSTON", "state": "TX", "zip": "77042", "phone": "7137857790"}, "mail-address": {"street1": "10600 WESTOFFICE DRIVE", "street2": "SUITE 200", "city": "HOUSTON", "state": "TX", "zip": "7042-5391"}}
As filed with the Securities and
Exchange Commission on October 23, 1996            Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

              Nevada                                        76-0497775
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                        10500 Westoffice Drive, Suite 200
                            Houston, Texas 77042-5391
          (Address, including zip code, of Principal Executive Offices)

                             GEOSCIENCE CORPORATION

                           1996 EQUITY INCENTIVE PLAN

                            (Full title of the plan)

                                J. Rankin Tippins
                  Vice President, General Counsel and Secretary
                             GeoScience Corporation
                        10500 Westoffice Drive, Suite 200
                            Houston, Texas 77042-5391
                                 (713) 785-7790
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                    copy to:

                                 Thomas P. Mason
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

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

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================== 
                                                                                         Proposed
                                                                      Proposed           Maximum
                                                    Amount            Maximum           Aggregate          Amount of
                                                     to be         Offering Price        Offering         Registration
   Title of Securities to be Registered (1)       registered       Per Share (2)        Price (2)             Fee
   ----------------------------------------     ---------------  ------------------  ---------------   ------------------
Common Stock, $0.01 per share                      1,500,000          $10.9375         $16,406,250           $4,952
=============================================== ===============  ==================  ================  ==================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

                                               
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h),  based upon the average of the high and low prices
     per Common  Unit for  October  17,  1996 on the New York Stock  Exchange as
     reported in The Wall Street Journal on October 18, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          GeoScience   Corporation  (the  "Company")   hereby   incorporates  by
reference  the following  documents  listed  below.  In addition,  all documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities and Exchange Act of 1934 (the "Exchange  Act") (prior to
the filing of a post-effective amendment which indicates that all the 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 thereof from the date of filing of such documents.

          (a) The  Company's  prospectus  filed  pursuant  to  424(b)  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act")  contained in the
Registration Statement on Form S-1 (Reg. No. 333-2986) filed with the Securities
and Exchange Commission (the "Commission") on March 25, 1996.

          (b) The Company's  quarterly  report on Form 10-Q for the period ended
June 30, 1996.

          (c) The description of the Common Stock (the "Common Stock") contained
in the  Company's  Registration  Statement on Form 8-A (No.  0-28422)  which was
filed with the  Commission on May 2, 1996 pursuant to Section 12 of the Exchange
Act, as amended by Amendment No. 1 on the Form 8-A/A filed on May 10, 1996.

ITEM 4.  DESCRIPTION OF SECURITIES.

          The  information  required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The  information  required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Nevada's  Private   Corporation  Law  (the  "NPCL")  provides  that  a
corporation  may  indemnify any person who was or is a party or is threatened to
be made a party,  by  reason  of the fact that such  person  was an  officer  or
director  of such  corporation,  or is or was  serving  at the  request  of such
corporation as a director,  officer,  employee or agent of another  corporation,
partnership, joint venture, trust or other enterprise, to (x) any action or suit
by or in the right of the corporation  against expenses,  including amounts paid
in  settlement  and  attorneys'  fees,  actually  and  reasonably  incurred,  in
connection with the defense or settlement  believed to be in, or not opposed to,
the best interests of the corporation,  except that  indemnification  may not be
made for any claim,  issue or matter as to which such a person has been adjudged
by a court of  competent  jurisdiction  to be liable to the  corporation  or for
amounts paid in settlement to the  corporation  and (y) any other action or suit
or proceeding against expenses,  including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred, if he or she acted
in good faith and in a manner which he or she  reasonably  believed to be in, or
not opposed to, reasonable cause to believe his or her conduct was unlawful.  To
the extent that a director,  officer,  employee or agent has been "successful on
the merits or  otherwise"  the  corporation  must  indemnify  such  person.  The
articles of  incorporation  or bylaws may provide  that the expenses of officers
and directors incurred in defending any such action must be paid as incurred and
in advance of the final  disposition  of such action.  The NPCL also permits the
Company to purchase and maintain insurance on behalf of the Company's  directors
and officers against any liability arising out of their status as such,  whether
or not the Company would have the power to indemnify him against such liability.
These  provisions  may be  sufficiently  broad to  indemnify  such  persons  for
liabilities arising under the Securities Act.

          The  Company's  Articles  of  Incorporation  ("Articles")  and  Bylaws
provide  that the  Company  shall,  to the  fullest  extent  not  prohibited  by
applicable  law,  indemnify any director or officer of the Company in connection
with  certain  actions,  suits  or  proceedings,   against  expenses,  including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred.  The Company is also required to pay any expenses incurred
by a director

                                      II-2
or officer in defending such an action,  in advance of the final  disposition of
such  action.  The  Company's  Articles  and Bylaws  further  provide  that,  by
resolution  of  the  Board  of  Directors,  such  benefits  may be  extended  to
employees,  agents or other  representatives  of the Company.  In addition,  the
Company's  Articles and Bylaws  provide that all rights to  indemnification  and
advancement  of  expenses  are  deemed to arise out of a  contract  between  the
Company and each person to be  indemnified  which may be evidenced by a separate
contract between the Company and each such person.

          The NPCL provides that a corporation's  articles of incorporation  may
contain a provision  which  eliminates  or limits the  personal  liability  of a
director  or officer to the  corporation  or its  stockholders  for  damages for
breach  of  fiduciary  duty as a  director  or  officer,  provided  that  such a
provision  must not  eliminate  or limit the  liability of a director or officer
for: (a) acts or omissions  which  involve  intentional  misconduct,  fraud or a
knowing  violation  of law;  or (b) the  payment of illegal  distributions.  The
Company's  Articles  include a provision  eliminating the personal  liability of
directors  for breach of  fiduciary  duty  except that such  provision  will not
eliminate or limit any liability which may not be so eliminated or limited under
applicable law.

          The Company's Bylaws provide that the Company may maintain  insurance,
at its expense, to protect itself and any of its directors,  officers, employees
or agents or any person  serving at the  request of the  Company as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise,  against any expense,  liability or loss,  whether or
not the  Company  would have the power to  indemnify  such person  against  such
expense, liability or loss under the NPCL.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted to directors,  officers or 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 is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  The  information  required by Item 7 is not applicable to this
Registration Statement.

ITEM 8.  EXHIBITS.

  
Exhibit
Number            Description
   

   4.1+           Articles of Incorporation (incorporated by reference to 
                  Exhibit 3.1 to the Company's Form S-1 (No. 333-2986)).
                  

   4.2+           Bylaws (incorporated by reference to Exhibit 3.2 to the 
                  Company's Form S-1 (No. 333-2986)).

   4.3+           GeoScience Corporation 1996 Equity Incentive Plan 
                  incorporated by reference to Exhibit 10.1 to the
                  Company's Form S-1 (No. 333-2986)).

   5.1            Opinion of Andrews & Kurth L.L.P.

   23.1           Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

   23.2           Consent of Price Waterhouse LLP

   24.1           Power of Attorney (included in signature page).

--------------------
+  Incorporated herein by reference.

                                      II-3
ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section 10
                  (a)(3) of the Securities Act of 1933;
                  
                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in this Registration Statement;

                  Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
                  above do not apply if the information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic  reports filed by the Company  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are   incorporated  by  reference  in  the  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.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual report  pursuant to Section  13(a) or 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  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                      II-4
SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933,  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 23rd
  day of October, 1996.

                                               GEOSCIENCE CORPORATION

                                               By:   /s/ Richard F. Miles
                                                     Richard F. Miles,
                                                     President

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
  and directors of GeoScience  Corporation (the "Company"),  hereby  constitutes
  and appoints  Wendell W. Gamel and J. Rankin Tippins,  or either of them (with
  full power to each of them to act alone), his true and lawful attorney-in-fact
  and agent,  with full power of substitution,  for him and on his behalf and in
  his name,  place and stead,  in any and all capacities,  to sign,  execute and
  file this Registration Statement under the Securities Act of 1933, as amended,
  and  any or all  amendments  (including,  without  limitation,  post-effective
  amendments),  with all exhibits and any and all documents required to be filed
  with respect  thereto,  with the  Securities  and Exchange  Commission  or any
  regulatory  authority,  granting unto such  attorneys-in-fact  and agents, and
  each of them,  full power and  authority  to do and perform each and every act
  and thing  requisite  and  necessary  to be done in and about the  premises in
  order to  effectuate  the same,  as fully to all  intents  and  purposes as he
  himself  might or could  do,  if  personally  present,  hereby  ratifying  and
  confirming  all that said  attorneys-in-fact  and agents,  or any of them,  or
  their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
Signature                                          Title                              Date
/s/ Wendell W. Gamel                        Chairman of the Board of Directors                  October 16, 1996
  --------------------------------------
  Wendell W. Gamel

  /s/ Richard F. Miles                        President (principal executive                      October 16, 1996
  --------------------------------------      officer) and Director                               
  Richard F. Miles                           

  /s/ Ray F. Thompson                         Vice President, Chief Financial                     October 16, 1996
  --------------------------------------      Officer (principal financial and
  Ray F. Thompson                             accounting officer) and Director
                     

  /s/ J. Rankin Tippins                       Vice President, General Counsel,                    October 16, 1996
  --------------------------------------      Secretary and Director
  J. Rankin Tippins                          

  /s/ W. L. Creech                            Director                                            October 16 , 1996
  --------------------------------------
  W. L. Creech

  /s/ Michael C. Forrest                      Director                                            October 16, 1996
  --------------------------------------
  Michael C. Forrest

  /s/ Christopher C. Kraft, Jr.               Director                                            October 16, 1996
  --------------------------------------
  Christopher C. Kraft, Jr.
II-5
/s/ Edward R. Prince, Jr.                   Director                                            October 16, 1996
  --------------------------------------
  Edward R. Prince, Jr.
SIGNATURES

        The Plan.  Pursuant to the  requirements  of the Securities Act of 1933,
  the  Compensation  Committee  (which  administers  the subject  plan) 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 October 16, 1996.

                                   GeoScience Corporation
                                   1996 Equity Incentive Plan

                                   By:   /s/ W. L. Creech
                                         -----------------------------------
                                         W. L. Creech
                                         Chairman, Compensation Committee
EXHIBIT INDEX

  Exhibit
  Number
  ------

  4.1+     Articles of Incorporation (incorporated by reference to Exhibit 3.1 
           to the Company's Form S-1 (No. 333-2986)).
          

  4.2+     Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
           Form S-1 (No. 333-2986)).

  4.3+     GeoScience Corporation 1996 Equity Incentive Plan (incorporated by 
           reference to Exhibit 10.1 to the Company's Form S-1 (No. 333-2986)).
          
   5.1     Opinion of Andrews & Kurth L.L.P.

  23.1     Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

  23.2     Consent of Price Waterhouse LLP

  24.1     Power of Attorney (included in signature page).

  -------------------------------
  +  Incorporated herein by reference.