8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (date of earliest event report):  August 12, 2008

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 001-33460 (Commission File Number) 94-1690082 (I.R.S. Employer Identification Number)

1500 CityWest Blvd., Suite 800

Houston, Texas 77042

 (Address of principal executive offices)

(713) 850-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of theregistrant under any of the following provisions:

 oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K August 12, 2008

ITEM 7.01                                Regulation FD Disclosure

Geokinetics Inc., a Delaware corporation (the "Company"), previously announced the participation of Richard F. Miles, the Company’s President and Chief Executive Officer, and Scott A. McCurdy, the Company’s Vice President and Chief Financial Officer, in the 2008 Oil and Gas Conference hosted by Enercom, Inc. on Tuesday, August 12, 2008, starting at 10:30 a.m. Mountain Daylight Time at the Westin Hotel Tabor Center, Denver, CO.  The conference presentation is attached hereto as exhibit 99.1, the contents of which are furnished in its entirety.

The information in Item 7.01 of this Current Report on Form 8-K, including the exhibit, is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1932, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01                                Financial Statements and Exhibits.

(d)           Exhibits

99.1   Presentation for Enercom’s 2008 Oil and Gas Conference

Form 8-K August 12, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GEOKINETICS INC.

Date:  August 12, 2008	By:	/s/ Scott A. McCurdy
		Scott A. McCurdy, Vice President and Chief Financial Officer

EX-99.1

Investor Presentation

EnerCom’s
The 2008 Oil & Gas Conference
August 12, 2008

2

Forward-Looking Statements

uThis presentation contains forward-looking statements.

uForward-looking statements are based on management
assumptions and analyses.

uActual experience may differ and such differences may be
material.

uBacklog consists of written orders and estimates for our services
which we believe to be firm. In many instances contracts are
cancelable by customers so we may never realize some or all of
our backlog, which may lead to lower than expected financial
performance.

uForward-looking statements are subject to uncertainties and
risks which are disclosed in Geokinetics’ Annual Report on Form
10-K.

3

Market Data (at 8/1/2008)

• Exchange/Ticker: AMEX/GOK

• Market Capitalization: $181.6MM

• Enterprise Value$331.7MM*

Trading Data (at 8/1/2008)

• Common Shares Out.10.3 MM

• Average Volume31,715 shares/day

• Institutional Ownership55%

Key Financial Data (at 6/30/2008)

• Cash $16.7MM

• Debt$103.3MM

• Debt to Total Cap34.5%

* Debt, Preferred Equity and Cash as of 6/30/08

Corporate Information

4

About Geokinetics

uLarge North America footprint

uStrong presence in profitable U.S. land seismic market

uTechnology leader in Canada

uSignificant international experience and diversity

uIndustry leader in international transition zone

uExtensive recent investments in new multi-component
recording systems, both land and shallow water

uStrong and diverse customer base

uRecent expansion into Africa and emerging OBC market

5

Source: Lehman Brothers The Original E&P Spending Survey

International Exploration and Production Expenditures ($B)

Industry Dynamics

uGlobal energy demand growth driving commodity prices

uImproved E&P economics = larger exploration budgets

uTechnical advances are bringing new activity in regions
with known hydrocarbon systems

uU.S. shale plays

uLarge discoveries are increasingly international and offshore

uIncreasing demand for seabed seismic data acquisition
(Transition Zone, Ocean Bottom Cable and 4D)

6

Exploit

Seismic Data Acquisition and Processing

Needed at All Stages of the E&P Cycle

¿ Increase drilling success rates

¿ Reduce finding and development costs

E&P Project Cycle

7

OBC

Streamer

The Value of Seismic Technology

“With 3-D seismic, we can understand the detailed geology much better than before. And
that translates to opportunities to drill new wells to bolster production in mature fields.”

- ExxonMobil, The Lamp (2007 - Number 4)

8

uU.S. and Canada
combinedare 27% of
global market

u73% of seismic market is
outside North America

uGeokinetics operates in
five out of eight major
regions

Chart Source: IHS Energy.

Global Seismic Crew Count

9

uConsistent demand
outside of U.S.

uInternational prospects
focused on oil

uInternational E&P
spending in 2008
expected to rise 22% to
$293 billion*

Chart Source:Baker Hughes, WorldOil.com, Bloomberg.
*Source: Lehman Brothers The Original E&P Spending Survey - Midyear Update

International Seismic Market

10

uTechnology increases
crew productivity (channel
growth vs. crew growth)

uDrilling activity tightly
linked to natural gas
prices

uU.S. land is a steady and
profitable business

uU.S. E&P spending in
2008 expected to rise 15%
to $98 billion*

Chart Source:Baker Hughes, WorldOil.com, Bloomberg.
*Source: Lehman Brothers The Original E&P Spending Survey - Midyear Update

U.S. Seismic Market

11

Company	Data Acquisition				M-C Data Library	Data Proc & Interp	Eqpmt.	Land Seismic Crews
	Marine Streamer	Land	TZ	OBC				Intl	US
Geokinetics									
Dawson									
Tidelands									
PGS									
BGP								
CGGVeritas (Sercel)									
WesternGeco (Schlumberger)								
Mitcham							
ION Geophysical							
Bolt Technologies							
OYO Geospace							

Geophysical Market Overview

12

Competitive Advantage

uSignificant base in profitable U.S. land seismic market

uSignificant international exposure

uSpecialized expertise in transition zone niche

uAbility to operate in difficult, frontier environments

uEarly entrant into emerging ocean bottom cable market

uComplementary data processing and interpretation
capabilities

uProven track record in health, safety and environment

13

Choice of Leading Operators

14

Grow Customer Base
& Expand into New
Markets

Strengthen
Complementary
Service Offerings

¿Leverage competitive advantage and expertise in
difficult land environments and offshore shallow
water zones to maximize profitability.

¿Better assist customers with full range of
seismic services, from acquisition and
processing to interpretation and management.

¿Presence in 20 of 194 countries worldwide.
Further expand geographic presence and
services offered.

¿Continue to monitor opportunities for prudent
expansion.

Capture New Market
Opportunities

¿Leverage operational expertise to pursue
opportunities in complementary markets such
as OBC

Continue to Leverage
Competitive Advantage

Pursue Strategic
Acquisitions / Alliances
As Appropriate

Growth Strategy

15

Lower Higher

Business Strength

uReinvest cash flows generated from North American land seismic

uPenetrate fast-growing international land markets

uLook for TZ and OBC opportunities in international markets

Strategic Growth Plan

16

uChannel growth drives increases in revenue

104% CAGR
(Revenue)

Growth Focus

17

uPenetrating High-Growth Markets via TZ and OBC

International Revenue Rising

18

Global Operations Map

19

U.S. Operations

20

There’s No “Average” Job

uNorth America:

§Energy Sources: Vibrator Trucks vs. Dynamite

§Contract Types:Term vs. Turnkey

§Third party

uInternational:

§Crew customized to job

§Highly variable crew size (#’s of people and equipment):

•New Zealand - 1,400 channels : 50 people : $2MM job

•Bolivia - 9,500 channels : 1,200 people : $20MM job

•Bangladesh - 6,500 channels : 1,800 people : $10MM job

21

From Deepwater
150 feet

To Shallow

Up the
Escarpment

To Level
Ground

Elements of Transition Zone

22

Leader in Transition Zone

uPurpose-built vessels designed for cost-effective mobilization by air,
land or sea

§Up to 65’ in length,
ultra shallow draft vessels

§Fit into 40’ containers

§Capable of operating
150 ft. water depth

§3 Active Crews

23

Emerging OBC Market

uLaunched OBC operations Q4 2007

uSole provider of Sercel SeaRay (2 Systems)

uOffshore capabilities up to 500 ft. water depth

uExpanding OBC capabilities near-term

§Enhancing operating efficiency

§Expanding operations

§One active crew, potential to split

24

Processing & Interpretation
Capabilities

uFull suite of onshore and offshore proprietary seismic data processing services
and interpretation products

§Geophysical processing

§Interpretation / well log analysis (existing database)

§Software

§Consulting Services

uAdvanced Technologies for processing new data and reprocessing
old data with new methods

§AVO, pre-stack time and depth imaging

§Multi-component and 4D

uGlobal Reach

§Offices in US and UK

§P&I services stretch to all regions of the globe

uComplements data acquisition services

§GROWTH OPPORTUNITY for follow on work to Company field crews;
currently less than 5%

Financial Highlights

26

	12/31/2006	12/31/2007	6/30/2008
Cash, equivalents and restricted cash (1)	$22,059	$16,843	$16,710
Long-term debt and capital leases (including current portion):
Credit facility	0	40,537	60,334
Floating rate notes	110,000	0	0
Other debt	7,169	39,375	42,960
Total debt	117,169	79,912	103,294
Debt as % capitalization	58.1%	29.4%	34.4%
Convertible preferred stock	56,077	60,926	63,496(2)
Stockholders’ equity	28,595	130,965	133,106
Total capitalization	$201,841	$271,803	$299,896

(1) Includes $1.7 million, $1.3 million and $1.2 million of restricted cash at 12/31/06, 12/31/07 and 6/30/08, respectively.
(2) Completed the sale of 120,000 additional shares of convertible preferred stock and 240,000 warrants for gross proceeds of $30.0 million on July 28, 2008.

Capitalization

27

Note: Adjusted EBITDA reflects $727k of Grant’s Abandoned IPO expenses and $12.9 million of expenses related to the Grant Acquisition consisting primarily of investment
advisor and professional fees, payout under phantom stock plan and completion bonuses which are added back in 2006 as well as $3.2 million of one-time severance costs
in 2007.

Adjusted Revenue and
EBITDA Growth

28

Note: Adjusted EBITDA reflects $727k of Grant’s Abandoned IPO expenses and $12.9 million of expenses related to the Grant Acquisition consisting primarily of investment advisor
and professional fees, payout under phantom stock plan and completion bonuses which are added back in 3Q06 as well as $3.2 million of one-time severance costs in 3Q07.

Pro Forma Quarterly Revenue ($MM)

Pro Forma Adjusted EBITDA ($MM)

Quarterly Results

uSeasonality is prevalent in operations

§Results from a variety of factors including Canadian working season in 1Q and thaw in
2Q, Colombian rainy season in Q2 and budgeting cycle of international companies

u2Q07 impacted primarily by severe weather in the U.S. and a job being declared force
majeure

uQuarterly volatility reflects varying crew profitability due to fluctuations in size, job, location,
utilization of crews and the timing of crew moves

29

uSolid seismic data
acquisition and data
processing backlog
of $412 million as of
June 30, 2008

uSubstantial amount
of 2008 covered by
current backlog,
remainder to be
completed in 2009
and 2010

*Includes a $59 million job in Argentina which has been removed from current backlog due to continued delays
and uncertainty.

412

417

411

381

321

283

311

Rising Backlog

30

$50.7 MM
YTD
Spending

$80.0

$94.7

$158.0

$24.5

Investing for Growth

u2008 capital budget recently increased 24% to $80MM

uInvestments in transition zone, OBC markets, international markets

31

Sercel SeaRay

Capital Investments

uInvested $95 million in 2007:

§New state-of-the-art equipment
(67% received in second half of year)

§Upgraded U.S. crews

§Expanded recording capacity

§Entered OBC market

u2008 capital expenditure budget
of $80 million, $51 million invested in 1H08

§Focus on increasing international channel
count and seabed acquisition capacity

uMaintenance CAPEX averages 3% to 4%
of revenues

uCapital investment decisions are based
on an average expected payback of
less than three years EBITDA

32

Why Buy GOK?

uRobust backlog provides visible growth through 2008 and into 2009

uStrong presence in profitable North American land seismic market

uHigh degree of international exposure

uLeader in high-value transition zone

uPenetrating strategic growth markets with long-term visibility

uImproving data acquisition operating margins

uIntegration of acquired companies substantially complete

uRecent investments of $145 million in crew upgrades
and additionalrevenue-generating capacity