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):  March 6, 2006

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

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

One Riverway, Suite 2100

Houston, Texas 77056

(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:

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

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

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

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

ITEM 5.02Departure of Directors or Principal Officers; Elections of Directors; Appointment of Principal Officers

On March 8, 2006, Geokinetics Inc. (the “Company”) issued a press release announcing the appointment of Gary M. Pittman as a new member of the Company’s Board of Directors, effective as of March 6, 2006. The press release is attached hereto as Exhibit 99.1.

ITEM 8.01Other Events

The Company is participating in the 2006 ValueRich Small-Cap Financial Expo in Miami Beach, Florida. David A. Johnson, the Company’s Chief Executive Officer and President, will make a presentation regarding the Company at the conference on Thursday, March 9, 2006, at 11 a.m. Eastern Standard Time. A copy of the presentation is attached hereto as Exhibit 99.2.

The information provided in this Item 8.01 shall not be deemed “filed” for purposes of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by the specific reference in such filing.

ITEM 9.01             Financial Statements and Exhibits.

(c)           Exhibits

99.1         Press Release Announcing Appointment of New Director.

99.2         Presentation for the ValueRich Conference.

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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:  March 9, 2006		By:	/s/ Thomas J. Concannon
			Thomas J. Concannon, Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contact:	David A. Johnson, CEO
	Thomas J. Concannon, CFO
	Geokinetics Inc.
	(713) 850-7600
	(713) 850-7330 FAX

FOR IMMEDIATE RELEASE

GEOKINETICS ANNOUNCES APPOINTMENT OF NEW DIRECTOR

HOUSTON, TEXAS, March 8, 2006 - Geokinetics Inc. (OTCBB: GOKN) today announced the appointment of Gary M. Pittman as a new member of the Board of Directors of the Company. Mr. Pittman has spent his career in investment banking and money management, primarily in the energy sector. Mr. Pittman was Vice President of The Energy Recovery Fund, a $180 million fund invested in oil and natural gas exploration and service industries in the U.S., Canada and U.K. Mr. Pittman has served as a Director and Audit Committee member of Czar Resources, Ltd., a public Canadian E & P company; Secretary, VP and Director of Sub Sea International, Inc., an offshore robotics and diving company; and owned and operated an oil and gas production and gas gathering company in Montana. In addition, Mr. Pittman provided investment banking services to corporations in the U.S., Canada, Norway, Scotland and Middle East.

William R. Ziegler, the Company’s Chairman (non-executive) and a member of the Board of Directors, stated "We are excited to have someone with the industry experience of Mr. Pittman joining our Board of Directors and look forward to having the benefit of that experience."

Geokinetics Inc., based in Houston, Texas, is a provider of 3D seismic acquisition and high-end seismic data processing services to the oil and gas industry.

GEOKINETICS INC. (OTCBB: GOKN)

One Riverway, Suite 2100, Houston, Texas  77056  (713) 850-7600  (713) 850-7330 FAX

EX-99.2

Exhibit 99.2

Searchable text section of graphics shown above

[LOGO]

Geokinetics Inc.

ValueRich Conference

March 7-8, 2006

Forward-Looking Statements [LOGO]

Certain matters discussed in this presentation, except for historical information contained herein, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  When used in this report, words such as “anticipates”, “believes”, “expects”, “estimates”, “intends”, “plans”, “projects” and similar expressions, as they relate to the Company or management, identify forward-looking statements.  Forward-looking statements include, among other things, business strategy and expectations concerning industry conditions, market position, future operations, profitability, liquidity and capital resources.  Management’s expectations and assumptions regarding Company operations and other future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements.  Although we believe that the expectations reflected in such statements are reasonable, we can give no assurance that such expectations will be correct.

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Geokinetics Overview

•Public company

•Seismic Acquisition , Data Processing and Interpretation for E&P Companies

•Approximately 650 employees

•Quantum Geophysical, Inc. (“Quantum” and “Trace”)

•Seismic acquisition

•Entails the use of seismic sensors (geophones) placed on the ground to record sound waves generated by explosions or by vibrations

•Geophysical Development Corporation (“GDC”)

•Data processing, analysis & interpretation

[GRAPHIC]

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Geokinetics Capital Structure

•	Fully Diluted Shares	61,609,265
•	Debt as of 12.31.05	$16,949,836
•	Cash as of 12.31.05	$11,000,867
•	Trading Range since 12/1/05 (on Very Low Volume)	$2.00 to $4.00
•	Implied Market Cap	$123 to 246 MM

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Major Investor Groups

•	Blackhawk, et al	17.5MM Shares	28.4	%
•	Maple Leaf	15.4 MM Shares	25.0	%
•	CSFB	6.0 MM Shares	9.7	%
•	Wexford	5.3 MM Shares	8.6	%
•	Others	12.0 MM Shares	19.6	%
•	Employees	5.4 MM Shares	8.7	%
•	Fully Diluted Total	61.6 MM Shares	100	%

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Senior Management

Geokinetics Inc.

•Dave Johnson, CEO and President

•President Worldwide Deepwater – Phillips

•VP Exploration – Vastar & Spirit Energy 76

•General Manager of Geophysics, R&D, Exploration – Shell Oil

•Tom Concannon, CFO and Vice President

•President – New Jersey Natural Resources

Quantum Geophysical, Inc. (Seismic Acquisition Subsidiary)

•Jim White, President – Quantum Geophysical, Inc.

•CEO – Trace Energy Services Ltd.

•VP North and South America – Western/GECO

•Lynn Turner, President – Quantum (US), COO – Quantum Geophysical, Inc.

•President – Seis Pros

•Sr. VP Operations – Fairfield

Geophysical Development Corp. (Data Processing Subsidiary)

•Lee Bell, President

•VP Technology – Western/GECO

•GM Reservoir Description – Western/GECO

•President – Geo-Signal

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Significant growth prospects

•Strong macro-economic conditions and industry fundamentals

•Demand for Land Seismic is Increasing

•Contracted backlog of ~$150 million or ~96 Crew Months

•Contract terms and margins are improving

•Acquired Trace Energy Services In Dec. 2005

•Creates #2 Seismic Acquisition Co. in North America

•Currently Operating 10 Seismic Crews

•Pro Forma 2005 Jan-Sept Revenue $71 MM

•Cash Flow to Fund Continued Growth

•$12 million Invested in 2004-5 to Fund 3 New Crews

•Strong client relationships

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Vision and Corporate Strategies

•Vision

•Become the leading North American based, full-service seismic company

•Goal

•Grow revenue and earnings in excess of 20% per year

•Strategies

•Near-term (2006)

•Capture the value of the Trace acquisition

•Integrate Trace into Quantum

•Fully utilize equipment

•Capture Trace’s clients for GDC processing

•Capitalize on the technology investment in GDC

•Return GDC to profitability

•Build a significant depth-imaging business

•Mid-term (2007-2008)

•Fund organic growth from cash flow

•Dominate North American land market

•Pursue accretive M&A opportunities

•Penetrate select international markets

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Seismic Industry Fundamentals

North American Rig Count and Commodity Prices

Land Rigs React Quickly to Price

[CHART]

Source: Baker Hughes and Bloomberg

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Seismic Crew Counts and Commodity Prices

Seismic Crews Have Responded only Modestly to Price – So Far

[CHART]

Source: World Geophysical News and Bloomberg

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[LOGO]

Quantum Geophysical Overview

Quantum Overview

•Focused on Large 3D’s in Difficult Terrain

•Demand is up sharply – Total Contracted Backlog of ~$150 MM

•Contract terms and conditions improving

•Weather, Standby, Term Contracts

•Currently Operating 10 Crews, Expect to Average ~9 Crews for 2006

•Average EBITDA per crew per month improving

•	Quantum Historical	2002-2003	$108k/cm
		2004	$169k/cm
•	2005 3Q (Un-audited)	Quantum/Trace	$216k/cm
		(Pro-Forma)
	Competitors:
		Dawson	$205k/cm
		Tidelands	$196k/cm

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Trace Transaction Summary

•Price: C$35 million plus 1 million shares of GOKN stock

•Purchase Price only slightly more than Equipment Appraised Value

•Experienced Management and Work Force to draw from for Expansion

•Improved Utilization of Canadian Equipment Major Value Driver

•Combined Cash Flow Funds Expansion and Modernization

•Pro forma GEOK/Trace Seismic Acquisition only (excluding GDC) for 3Q2005 (unaudited):

•Revenue $24.9 million US; EBITDA $3.6 million US

•Timing is Right to Capitalize on Improved Demand and Price

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Geographic Diversification

Quantum and Trace Operating Locations*

[GRAPHIC]

* Marked areas on the map indicate locations where seismic surveys have been performed

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Competitive Landscape

•North American onshore seismic crews represent ~35% of global market (1)

•Quantum/Trace had 14% of North American Market in Nov. 2005

North American Land Crews

3-D Crews

				% of Working
Rank	Company	Working Crews		Crews
1	Dawson Geophysical Co.	11		21	%
2	Quantum Geophysical	3	>7	6	%	>14%
	Trace Energy Services Ltd.	4		8	%
3	Veritas DGC Inc.	5		9	%
4	Lockhart Geophysical	4		8	%
5	Petroleum Geo-Services ASA	4		8	%
6	Tidelands Geophysical	4		8	%
	Others	18		33	%
	Total	53		100	%

2-D Crews

		% of Working
Company	Working Crews	Crews
Paragon Geophysical	2	22	%
Others	7	78	%
Total	9	100	%

3-D Seismic Landscape

[CHART]

Source: World Geophysical News, Geokinetics, and Trace management as of 11/3/05

(1) Based on working crews

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Quantum Customers

[GRAPHIC]

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Demand is Strong

•Currently Have 37 Contracted Jobs for ~96 Crew months

•Currently Have 158 Bids Outstanding

Outstanding Bids

[GRAPHIC]

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Investment Highlights

•Significant Growth Prospects

•2nd Largest Provider of Land Seismic in North America

•Strong industry fundamentals

•Strong Backlog and Demand

•Improving Margins

•Cash Flow to Fund Continued Expansion

•Balance sheet provides financial flexibility

•Sophisticated energy investor support for many years (i.e. Wexford, Blackhawk, CSFB)

•Experienced and motivated management team

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[LOGO]

ValueRich Conference

March 7-8, 2006