e10vqza

x Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2003

o Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Delaware (State or Other Jurisdiction of Incorporation or Organization)		22-2286646 (I.R.S. Employer Identification No.)
12300 Parc Crest Drive Stafford, Texas (Address of Principal Executive Offices)		77477 (Zip Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

At October 31, 2003, there were 51,245,334 shares of Common Stock, $0.10 par value per share, outstanding.

This Form 10-Q/A is being filed to amend and restate Item 4 of Part I of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003, which was filed with the Securities and Exchange Commission on November 12, 2003. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-Q/A under Item 6 of Part II hereof.

For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Exchange Act, each item of the Company’s Current Report on Form 10-Q for the quarterly period ended September 30, 2003 that was affected by this amendment, has been amended and restated in its entirety. No attempt has been made in this Form 10-Q/A to modify or update other disclosures as presented in the original Form 10-Q except as required to reflect such amendments.

An evaluation was performed under the supervision and with the participation of our management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2003. Based upon that evaluation, our chief executive officer and our chief administrative officer (who functions as our principal financial officer) concluded that our disclosure controls and procedures were effective as of September 30, 2003. In addition, there was no change in our internal control over financial reporting during the quarterly period ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Exhibit
Number		Description

31.1		Certification of Robert P. Peebler, President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act.

31.2		Certification of Brad Eastman, Vice President, Chief Administrative Officer and Secretary, under Section 302 of the Sarbanes-Oxley Act.

32.1		Certification of Robert P. Peebler, President and Chief Executive Officer, under Section 906 of the Sarbanes-Oxley Act.

32.2		Certification of Brad Eastman, Vice President, Chief Administrative Officer and Secretary, under Section 906 of the Sarbanes-Oxley Act.

On July 30, 2003, we furnished a Current Report on Form 8-K reporting under Item 7. “Financial Statements and Exhibits” and Item 9. “Information Provided under Item 12 (Results of Operations and Financial Condition)” the issuance of a press release announcing financial results for the fiscal quarter ended June 30, 2003.

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Form 10-Q/A (Amendment No. 1 to the Form 10-Q) to be signed on its behalf by the undersigned, thereunto duly authorized.


		INPUT/OUTPUT, INC. (Registrant)

		/s/ Brad Eastman

		Brad Eastman
		Vice President, Chief Administrative Officer and Secretary

Date: December 18, 2003


Exhibit
Number		Description

31.1		Certification of Robert P. Peebler, President and Chief Executive Officer, under Section 302 of the Sarbanes-Oxley Act.

31.2		Certification of Brad Eastman, Vice President, Chief Administrative Officer and Secretary, under Section 302 of the Sarbanes-Oxley Act.

32.1		Certification of Robert P. Peebler, President and Chief Executive Officer, under Section 906 of the Sarbanes-Oxley Act.

32.2		Certification of Brad Eastman, Vice President, Chief Administrative Officer and Secretary, under Section 906 of the Sarbanes-Oxley Act.

EX-31.1 3 h11372a1exv31w1.htm CERT.OF PRESIDENT & CEO PURSUANT TO SECTION 302 exv31w1

Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EX-31.2 4 h11372a1exv31w2.htm CERT.OF VP, CAO & SECRETARY PURSUANT TO SEC.302 exv31w2

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


		/s/ Brad Eastman

		Brad Eastman
		Vice President, Chief Administrative Officer and Secretary
Date: December 18, 2003

EX-32.1 5 h11372a1exv32w1.htm CERT.OF PRESIDENT & CEO PURSUANT TO SECTION 906 exv32w1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES — OXLEY ACT OF 2002

In connection with the Quarterly Report of Input/Output, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert P. Peebler, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

EX-32.2 6 h11372a1exv32w2.htm CERT.OF VP, CAO & SECRETARY PURSUANT TO SEC.906 exv32w2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES — OXLEY ACT OF 2002

In connection with the Quarterly Report of Input/Output, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brad Eastman, Vice President, Chief Administrative Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


EXPLANATORY NOTE
PART I — FINANCIAL INFORMATION
	ITEM 4. Controls and procedures
PART II — OTHER INFORMATION
	ITEM 6. Exhibits and reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
Cert.of President & CEO Pursuant to Section 302
Cert.of VP, CAO & Secretary Pursuant to Sec.302
Cert.of President & CEO Pursuant to Section 906
Cert.of VP, CAO & Secretary Pursuant to Sec.906


		/s/ Robert P. Peebler

		Robert P. Peebler
Date: December 18, 2003		President and Chief Executive Officer


		/s/ Robert P. Peebler

		President and Chief Executive Officer
December 18, 2003