Exhibit (c)(10) AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (hereinafter called this "Amendment"), is entered into as of March 27, 1998, by and among Western Atlas Inc., a Delaware corporation ("Parent"),...

                                                                 Exhibit (c)(10)



                    AMENDMENT TO AGREEMENT AND PLAN OF MERGER



           THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (hereinafter called
this "Amendment"), is entered into as of March 27, 1998, by and among Western
Atlas Inc., a Delaware corporation ("Parent"), WAI Acquisition Corp., a Delaware
corporation and a subsidiary of Parent (the "Purchaser"), and 3-D Geophysical,
Inc., a Delaware corporation (the "Company"), and is made with reference to that
certain Agreement and Plan of Merger dated as of March 8, 1998 by and among
Parent, the Company and Purchaser (the "Merger Agreement"). Capitalized terms
used herein shall have the meanings assigned in the Merger Agreement unless
otherwise defined herein.

           WHEREAS, in connection with the settlement of certain litigation, the
Company, the Purchaser and Parent (collectively, the "Parties") desire to amend
the Merger Agreement as set forth herein.

           NOW, THEREFORE in consideration of the premises and of the agreements
herein contained and for other good and valuable consideration, the Parties
hereto agree as follows:

       1.  Termination Fee. Section 8.03(b) of the Merger Agreement is hereby 
amended by deleting the phrase "$5,500,000 (the "Termination Fee")" and 
substituting in place thereof the phrase "$4,000,000 (the "Termination Fee")".

       2.   Effect.  Except as specifically provided for herein, the Merger 
Agreement shall otherwise remain in full force and effect.

       3.   Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.






           IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.



                                 WESTERN ATLAS INC.
 
                                 By: /s/ Xxxxx X. Xxxxxxx
                                     Name:  Xxxxx X. Xxxxxxx
                                     Title: Senior Vice President

 
                                 WAI ACQUISITION CORP.

                                 By: /s/ Xxxxx X. Xxxxxxx
                                     Name:  Xxxxx X. Xxxxxxx
                                     Title: Vice President


                                 3-D GEOPHYSICAL, INC.

                                 By: /s/ Xxxx Xxxxxxxx
                                     Name:  Xxxx Xxxxxxxx
                                     Title: Chairman