SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kestrel Capital, LP (Last) (First) (Middle) 1000 LOUISIANA, SUITE 1500 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GEOKINETICS INC [ GOKN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/01/2005
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value, $.01 per share	12/01/2005		C		707,020(1)	A	(1)	707,020(1)	D
Common Stock, par value, $.01 per share	12/01/2005		P		400,000(2)	A	(2)	1,107,020	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Senior Convertible Preferred Stock	(1)	12/01/2005		C			667(1)	11/30/2004	(1)	Common Stock	707,020(1)	$0	0	D
Common Stock Warrants (right to buy)	$2	12/01/2005		P		40,000(2)		12/01/2005	12/01/2010	Common Stock	40,000(2)	(2)	40,000(2)	D

Explanation of Responses:

1. The Reporting Person converted 667 shares of Series A Senior Convertible Preferred Stock (at the initial conversion ratio of 1,000 shares of common stock for each share of preferred stock, based upon an initial conversion price of $.30), together with all accrued dividends thereon in the aggregate amount of $12,006 (at the initial conversion price of $.30 per share), resulting in the acquisition by the Reporting Person of 707,020 shares of common stock. The Series A Senior Convertible Preferred Stock was immediately convertible at the option of the holder from and after the 11/30/04 acquisition date and had no expiration date.

2. The reported securities are included within 400,000 Units of the issuer purchased by the Reporting Person for $1.25 per Unit. Each Unit consists of one share of common stock and a warrant to purchase one-tenth (1/10th) of a share of common stock.

Remarks:

Although the percentage of shares owned of record by the Reporting Person is approximately 2.0%, if the Reporting Person and the other Blackhawk Shareholders (as hereinafter defined) are deemed to constitute a ''group'' within the meaning of Rule 13d-5(b)(1) under the Exchange Act, whether (i) because they may have acted in concert in connection with the acquisition of securities pursuant to one or more securities purchase agreements and/or (ii) because the shares acquired by the Reporting Person may be subject to the terms and conditions of that certain Shareholders Agreement dated as of May 2, 2003 (the ''Shareholders Agreement'') among Steven A. Webster (''Webster''), the President of the sole general partner of the Reporting Person, William R. Ziegler and certain affiliated persons and/or entities of such persons, on the one hand (collectively, the ''Blackhawk Shareholders''), Valentis SB, L.P., on the other hand, and the issuer, then the Reporting Person might be deemed to be a 10% Owner for Section 16 purposes. The Reporting Person disclaims beneficial ownership of the securities of the issuer (including shares of Common Stock) beneficially owned by the other parties to any of the securities purchase agreements and/or the Shareholders Agreement.

	/s/ STEVEN A. WEBSTER, President of Peregrine Management LLC, General Partner of Kestrel Capital, LP	12/01/2005
	** 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 4 (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).
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