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 28, 2006

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware		94-1690082
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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 the registrant 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 1.01Entry into a Material Definitive Agreement.

On March 28, 2006, Geokinetics Inc. (the “Company”) and certain purchasers named therein entered into a First Amendment (the “First Amendment”) to the Company’s Registration Rights Agreement, dated as of November 30, 2005 (the “Registration Rights Agreement”). The First Amendment (i) extended the Effectiveness Date (the “Effectiveness Date”) for the initial registration statement (the “Registration Statement”) contemplated by the Registration Rights Agreement to April 30, 2006 (May 31, 2006 in the case of a “full review” by the Securities and Exchange Commission), and (ii) imposed a ceiling of 10% of the aggregate purchase price paid by each purchaser party to the Registration Rights Agreement on the liquidated damages the Company may incur (x) if the Registration Statement is not declared effective by the Effectiveness Date or (y) for failing to maintain the effectiveness of the Registration Statement during the period required by the Registration Rights Agreement.

A copy of the First Amendment entered into between the Company and the purchasers named therein is filed herewith as Exhibit 10.1.

ITEM 9.01Financial Statements and Exhibits.

(c)Exhibits

10.1First Amendment to the Registration Rights Agreement, dated as of March 28, 2006, by and among the Company and the Purchasers named therein.

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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:  April 3, 2006	By:	/s/ Thomas J. Concannon
		Thomas J. Concannon, Vice President  and Chief Financial Officer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO

REGISTRATION RIGHTS AGREEMENT

This First Amendment to the Registration Rights Agreement (this “First Amendment”) is made and entered into as of March 28, 2006, by and among Geokinetics Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser,” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are parties to that certain Registration Rights Agreement, dated as of November 30, 2005 (the “Registration Rights Agreement”), and that certain Securities Purchase Agreement, dated as of November 30, 2005 (the “Purchase Agreement”); and

WHEREAS, the Company and the Purchasers desire to amend the Registration Rights Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this First Amendment, the Company and the Purchasers hereby agree as follows:

1.Amendment to Effectiveness Date. The definition of “effectiveness date” under Section 1 of the Registration Rights Agreement is hereby deleted and replaced with the following:

“Effectiveness Date” means, with respect to the initial Registration Statement required to be filed hereunder, April 30, 2006 (May 31, 2006 in the case of a “full review” by the Commission) and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 90^th calendar day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required hereunder; provided, however, in the event the Company is notified by the Commission that one of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates required above.

2.Amendment to Liquidated Damages. Section 2(b) of the Registration Rights Agreement is hereby amended to add the following new sentence as the last sentence thereof:

“Notwithstanding the foregoing, in no event shall the foregoing liquidated damages exceed an amount equal to ten percent (10%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder.”

3.Remainder of Registration Rights Agreement Unchanged. Except as set forth herein, the terms and provisions of the Registration Rights Agreement shall be unchanged hereby and shall remain in full force and effect.

4.Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this First Amendment shall be determined with the provisions of the Purchase Agreement.

5.Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one and the same instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered (including by facsimile) to the other party.

6.Binding Effect. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized representatives as of the day and year first above written.

GEOKINETICS INC.
By:
	Tom Concannon, Chief Financial Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT]

PURCHASER:

Alan Williams, Individually

PURCHASER:

BATTERSEA CAPITAL, INC.

By:

Name:

Title:

PURCHASER:
ENABLE GROWTH PARTNERS, LP
By:
	Brendan O’Neil
	Principal and Portfolio Manager
ENABLE OPPORTUNITY PARTNERS LP
By:
	Brendan O’Neil
	Principal and Portfolio Manager

PURCHASER:

LANDSBERGER FAM. TRUST

By:

Name: John A. Landsberger

Title: Trustee

PURCHASER:
MAPLE LEAF OFFSHORE LTD.
By:
	Dane C. Andreeff, Director
MAPLE LEAF PARTNERS L.P.
By:
	Dane C. Andreeff, General Partner
MAPLE LEAF PARTNERS I, L.P.
By:
	Dane C. Andreeff, General Partner

PURCHASER:

Michael Thesman, Individually

PURCHASER:
S.A.C. CAPITAL ASSOCIATES, LLC
By:		S.A.C. CAPITAL ADVISORS, LLC
By:
	Thomas J. Conheeney
	Chief Operating Officer

PURCHASER:
SPICEWOOD INVESTMENT PARTNERS 2004, LTD.
By:
	Christopher M. Harte, General Partner

PURCHASER:

Stephen S. Taylor, Individually

PURCHASER:

LEVANT AMERICA S.A.

By:

Name:

Title:

PURCHASER:

IRONMAN ENERGY CAPITAL, L.P.

By:

Name:

Title:

PURCHASER:

William Ziegler, Individually

PURCHASER:

StevenWebster, Individually

PURCHASER:

KESTRAL CAPITAL, L.P.

By:

Name:

Title:

PURCHASER:

STRAUS PARTNERS, LP

By:

Name:

Title:

PURCHASER:

STRAUS-GEPT PARTNERS, LP

By:

Name:

Title:

PURCHASER:

NITE CAPITAL, LP

By:

Name:

Title: