SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

O'Toole Brian E

(Last)

(First)

(Middle)

21700 ATLANTIC BLVD

(Street)

DULLES

20166

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2008

3. Issuer Name and Ticker or Trading Symbol
GeoEye, Inc. [ GEOY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	08/11/2009	08/10/2018⁽²⁾	Common Stock	20,000⁽³⁾	$24.06⁽⁴⁾	D

Explanation of Responses:

1. Pursuant to GeoEye's 2006 Omnibus Stock and Performance Incentive Plan (the "Plan"), on August 11, 2008, Mr. O'Toole was granted 5,000 shares of restricted stock, which will vest in equal increments over a three year vesting schedule.

2. Under GeoEye's 2006 Omnibus Stock and Performance Incentive Plan, option grants expire on midnight the day preceding the tenth anniversary of the grant date.

3. Pursuant to GeoEye's 2006 Omnibus Stock and Performance Incentive Plan, Mr. O'Toole was granted 20,000 options to purchase common stock, which will vest in equal increments, over a four year vesting schedule, beginning August 11, 2009.

4. Under GeoEye's 2006 Omnibus Stock and Performance Incentive Plan,the exercise price is the Fair Market Value ("FMV") of the stock as determined by the average of the high and low trading prices on the grant date.

Remarks:

	/s/ Brian E. O'Toole	08/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.