GRANT GEOPHYSICAL INC
POS AM, 2000-02-16
OIL & GAS FIELD EXPLORATION SERVICES
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 As filed with the Securities and Exchange Commission on February 16, 2000
                                                Registration No. 333-89863

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                       POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 FORM S-1

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933



                          GRANT GEOPHYSICAL, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
     Delaware                           1382                    76-0548468
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER
 OF INCORPORATION)            CLASSIFICATION CODE NUMBER)  IDENTIFICATION NO.)

                              16850 Park Row
                           Houston, Texas 77084
                              (281) 398-9503
            (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
     INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                            Michael P. Keirnan
                          Chief Financial Officer
                          Grant Geophysical, Inc.
                              16850 Park Row
                           Houston, Texas 77084
                              (281) 398-9503
         (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                 Copy to:
                            William B. Masters
                    Jones, Walker, Waechter, Poitevent,
                         Carrere & Denegre, L.L.P.
                          201 St. Charles Avenue
                       New Orleans, Louisiana  70170
                           Phone: (504) 582-8000
                            Fax: (504) 582-8012


     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
                              Not Applicable



     If  any  of  the  securities  being  registered on this Form are to be
offered on a delayed or continuous basis pursuant  to  Rule  415  under the
Securities Act of 1933, check the following box.  <square>

     If  this  Form  is  filed  to  register  additional  securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement  number of
the  earlier  effective  registration  statement  for  the  same  offering.
<square>

     If  this  Form  is  a  post-effective amendment filed pursuant to Rule
462(c) under the Securities Act,  check  the  following  box  and  list the
Securities  Act  registration  statement  number  of  the earlier effective
registration statement for the same offering.  <square>

     If delivery of the prospectus is expected to be made  pursuant to Rule
434, please check the following box. <square>




            THIS POST-EFFECTIVE AMENDMENT NO. 1 SHALL BECOME  EFFECTIVE  IN
ACCORDANCE WITH  SECTION 8(C) OF THE SECURITIES ACT OF 1933 ON SUCH DATE AS
THE COMMISSION, ACTING PURSUANT TO SECTION 8(C) MAY DETERMINE.

                              DEREGISTRATION

     Grant  Geophysical,  Inc.  ("Grant")  has  filed  this  Post-Effective
Amendment No. 1 to remove from registration the securities registered under
this Registration  Statement  which remain unsold at the termination of the
offering of those securities.

     Grant  hereby removes from  registration  all  of  the  shares  of  8%
Convertible Preferred  Stock  (including  any  Common  Stock  issuable upon
conversion)  remaining unsold at the termination of the offering  of  those
securities.




<PAGE>
                                SIGNATURES

   Pursuant to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant has duly caused this Post-Effective Amendment No. 1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 16th day of February, 2000.

                                   GRANT GEOPHYSICAL, INC.


                                   By:/S/ RICHARD H.WARD
                                      ------------------------
                                      Richard H. Ward
                                      President and Chief Executive Officer


   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/ RICHARD H. WARD         President, Chief
- ------------------------     Executive Officer               February 16, 2000
Richard H. Ward              and Director
                             (Principal Executive Officer)


 /S/ MICHAEL P. KEIRNAN*     Chief Financial Officer,
- ------------------------     Treasurer and Secretary         February 16, 2000
Michael P. Keirnan           (Principal Financial and
                             Accounting Officer)


 /S/ DONALD W. WILSON*       Chairman of the Board           February 16, 2000
- ------------------------
Donald W. Wilson


- ------------------------     Director                        February 16, 2000
Michael R. Latina


 /S/ JAMES R. BROCK*         Director                        February 16, 2000
- ------------------------
James R. Brock


 /S/ J. KELLY ELLIOTT*       Director                        February 16, 2000
- -----------------------
J. Kelly Elliott


 /S/ JONATHAN D. POLLOCK*    Director                        February 16, 2000
- -------------------------
Jonathan D. Pollock


 /S/ DONALD G. RUSSELL*      Director                        February 16, 2000
- ------------------------
Donald G. Russell



*By: /S/ RICHARD H. WARD
    -----------------------
     Richard H. Ward
     Attorney-in-Fact and Agent




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