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 Exchange Act of 1934

Date of Report

December 11, 2009 (December 7, 2009)

(Date of earliest event reported)

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

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

SECTION 7 — Regulation FD

Item 7.01               Regulation FD Disclosure.

Equity Offering

On December 7, 2009, Geokinetics Inc. (the “Company”) issued a press release announcing the commencement of a public offering of 4,000,000 shares of the Company’s common stock. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Note Offering

On December 7, 2009, the Company issued a press release announcing the offering by Geokinetics Holdings, Inc., a wholly-owned subsidiary of the Company, of $275,000,000 senior secured notes due 2014 to certain investors in an offering exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SECTION 9 — Financial Statements and Exhibits

Item 9.01               Financial Statements and Exhibits.

(d)	Exhibits:
99.1		Press Release dated December 7, 2009, regarding commencement of public offering of 4,000,000 shares of common stock.
99.2		Press Release dated December 7, 2009, regarding commencement of offering of $275,000,000 senior secured notes to certain investors.

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SIGNATURE

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 hereunto duly authorized.

	GEOKINETICS INC.
December 11, 2009	By:	/s/ Scott A. McCurdy
		Scott A. McCurdy
		Vice President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Title of Document
99.1	Press Release dated December 7, 2009, regarding commencement of public offering of 4,000,000 shares of common stock.
99.2	Press Release dated December 7, 2009, regarding commencement of offering of $275,000,000 senior secured notes to certain investors.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

	Contacts:	Scott A. McCurdy
		Vice President and CFO
		Geokinetics Inc.
FOR IMMEDIATE RELEASE		(713) 850-7600

GEOKINETICS ANNOUNCES PUBLIC OFFERING OF

COMMON STOCK

HOUSTON, TEXAS DECEMBER 7, 2009 — Geokinetics Inc. (NYSE AMEX: GOK) today announced the public offering of 4,000,000 shares of Geokinetics common stock, par value $.01 per share.  Geokinetics intends to use the net proceeds from this offering to fund a portion of the cash purchase price of the acquisition of the on-shore seismic and multi-client seismic library business of Petroleum Geo-Services ASA, and any remaining net proceeds for general corporate purposes, which could include the costs to mobilize the Company’s seismic crews.  The completion of the common stock offering is not contingent upon the completion of the acquisition.

The joint book-running managers for the public offering are RBC Capital Markets Corporation and Raymond James & Associates, Inc.  Capital One Southcoast, Inc., Howard Weil Incorporated and Pritchard Capital Partners, LLC are co-managers for the offering.  Geokinetics has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of common stock to cover over-allotments, if any.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission.  The offering of these securities may be made only by means of a prospectus supplement and the accompanying prospectus.

When available, a copy of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained from:

RBC Capital Markets Corporation
3 World Financial Center
200 Vesey Street, 8th Floor
New York, NY 10281-8098
Attention: Equity Syndicate
Phone:  212-428-6670 Fax:  212-428-6260 Raymond James & Associates, Inc Attn:  Equity Syndicate 880 Carillon Parkway St. Petersburg, FL  33716 Phone:  (800) 248-8863

GEOKINETICS INC. (NYSE Amex: GOK)

1500 CityWest Blvd., Suite 800, Houston, Texas  77042  (713) 850-7600  (713) 850-7330 FAX

This press release is neither an offer to sell nor the solicitation of an offer to buy the securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.

About Geokinetics Inc.

Geokinetics Inc., based in Houston, Texas, is a leading global provider of seismic acquisition and high-end seismic data processing services to the oil and gas industry. Geokinetics has strong operating presence in North America and is focused on key markets internationally. Geokinetics operates in some of the most challenging locations in the world from the Arctic to mountainous jungles to the transition zone environments.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements.  These statements include but are not limited to statements about the business outlook for the year, backlog and bid activity, business strategy, related financial performance and statements with respect to future events.  These statements are based on certain assumptions made by Geokinetics based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, job delays or cancellations, reductions in oil and gas prices, the continued disruption in worldwide financial markets, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company’s reports filed with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

NEWS RELEASE

	Contacts:	Scott A. McCurdy
		Vice President and CFO
		Geokinetics Inc.
FOR IMMEDIATE RELEASE		(713) 850-7600

GEOKINETICS ANNOUNCES COMMENCEMENT OF AN

OFFERING OF $275 MILLION SENIOR SECURED NOTES DUE 2014

HOUSTON, TEXAS December 7, 2009 — Geokinetics Inc. (NYSE AMEX:GOK) announced today that its wholly-owned subsidiary, Geokinetics Holdings, Inc., has commenced an offering of $275 million senior secured notes due 2014 (the “notes”) to be offered and sold to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended.

The notes will bear interest at a rate to be determined at pricing and will be guaranteed on a senior secured basis by Geokinetics and each of its domestic subsidiaries. The notes and the guarantees will be secured by liens on substantially all of the assets of Geokinetics, Geokinetics Holdings and the subsidiary guarantors.

Geokinetics intends to use the net proceeds from this offering to finance the cash portion of the acquisition of the on-shore seismic and multi-client seismic library business of Petroleum Geo-Services ASA and to repay current outstanding indebtedness.

The notes and the guarantees thereof have not been registered under the Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act of 1933 and any applicable state securities laws.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of an offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

GEOKINETICS INC. (NYSE Amex: GOK)

1500 CityWest Blvd., Suite 800, Houston, Texas  77042  (713) 850-7600  (713) 850-7330 FAX

About Geokinetics Inc.

Geokinetics Inc., based in Houston, Texas, is a leading global provider of seismic acquisition and high-end seismic data processing services to the oil and gas industry. Geokinetics has strong operating presence in North America and is focused on key markets internationally. Geokinetics operates in some of the most challenging locations in the world from the Arctic to mountainous jungles to the transition zone environments.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Geokinetics expects, believes or anticipates will or may occur in the future are forward-looking statements.  These statements include but are not limited to statements about the business outlook for the year, backlog and bid activity, business strategy, related financial performance and statements with respect to future events.  These statements are based on certain assumptions made by Geokinetics based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other factors believed to be appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Geokinetics, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, job delays or cancellations, reductions in oil and gas prices, the continued disruption in worldwide financial markets, impact from severe weather conditions and other important factors that could cause actual results to differ materially from those projected, or backlog not to be completed, as described in the Company’s reports filed with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and Geokinetics undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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