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 (Date of earliest event reported): January 5, 2007

Input/Output, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-12961
(Commission File Number) 22-2286646
(IRS Employer Identification No.)

2101 CityWest Blvd.
Building III, Suite 400
Houston, TX
(Address of principal executive offices) 77042
(Zip Code)

Registrant’s telephone number, including area code: (281) 933-3339

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))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
First Amendment to Consulting Services Agreement

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     As previously reported by Input/Output, Inc. (the “Company”), GX Technology Corporation, a subsidiary of the Company (“GXT”), entered into a Consulting Services Agreement with Michael K. (Mick) Lambert, the former President of GXT, dated October 19, 2006 but effective as of January 1, 2007. A copy of the Consulting Services Agreement was filed with the Securities and Exchange Commission on October 24, 2006, as Exhibit 10.2 to the Company’s Current Report on Form 8-K.

     On January 5, 2007, GXT and Mr. Lambert amended the Consulting Services Agreement to provide for Mr. Lambert to work on a specific reverse time migration project for GXT, and to correspondingly extend the term of the agreement to February 28, 2008 and increase his total maximum compensation payable under the agreement to $311,197. A copy of the amendment is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

     Not applicable.

(b) Pro forma financial information.

     Not applicable.

(c) Exhibits.

      10.1 First Amendment to Consulting Services Agreement dated January 5, 2007, by and between GX Technology Corporation and Michael K. Lambert.

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2007

Input/Output, Inc. (Registrant)
By:	/s/ DAVID L. ROLAND
	Name:	David L. Roland
	Title:	Senior Vice President, General Counsel and Corporate Secretary

-3-

EXHIBIT INDEX

(c) Exhibits.

      10.1 First Amendment to Consulting Services Agreement dated January 5, 2007, by and between GX Technology Corporation and Michael K. Lambert.

-4-

EX-10.1

FIRST AMENDMENT TO
CONSULTING SERVICES AGREEMENT

     This First Amendment to Consulting Services Agreement (“Agreement”) is entered into as of January 5, 2007, between GX Technology Corporation, a Texas corporation having offices at 2101 City West Boulevard, Building III, Suite 900, Houston, Texas 77042 (the “Company”), and Michael K. Lambert (“Consultant”). The Company and Consultant are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

     The Parties entered into certain Consulting Services Agreement dated as of October 19, 2006 (the “Agreement”), and now desire to amend the Agreement as provided below.

     Now therefore, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.	Section 1(a) of the Agreement is hereby replaced in its entirety with the following:
	(a) The Company hereby engages Consultant to perform (i) services related to an RTM project as agreed to between the Company and Consultant until February 28, 2007 (or such earlier date that the Company shall elect to discontinue the RTM project), and (ii) thereafter until the end of the Term, management advisory services as requested from time to time by the Company and agreed by the Consultant (the RTM project services and management advisory services are collectively referred to herein as the “Services”). The specifics and schedule of the Services will be as approved from time to time by the Chief Executive Officer of Input/Output, Inc. or another Company representative designated by such person, such approval being subject to agreement by the Consultant.
2.	Section 2 of the Agreement is hereby replaced in its entirety with the following:
	Term. The term of this Agreement shall commence on January 1, 2007, and shall remain in effect through February 28, 2008 (the “Term”), unless earlier terminated in accordance with Section 16 or reduced pursuant to this Section 2. Notwithstanding the foregoing, if the Company elects to discontinue the RTM project prior to February 28, 2007, by giving Consultant written notice, the Term shall end on the date 12 months after the date that the Company discontinues the RTM project.
3.	Section 3(a) of the Agreement is hereby replaced in its entirety with the following:
	(a) In consideration for the Services provided by Consultant during the Term, and assuming that Consultant works on the RTM project until February 28, 2007, the Company shall pay Consultant total compensation of $311,197, payable

1

in installments on the last business day of each month of the Term. The Parties agree that if the Company elects to discontinue the RTM project prior to February 28, 2007, the Company will pay Consultant $15,000 for the work-to-date on the RTM project, and the total consideration for the Services provided by Consultant during the Term (including the $15,000 payment) shall be $281,740.

4.

In Section 5, the phrase “December 31, 2007” is hereby replaced with the phrase “the end of the Term”.

5.

This Amendment is limited to the amendments expressly set forth herein and, except for such express amendments, this Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Agreement. At all times from and after the date hereof, all references in the Agreement to the “Agreement” shall be deemed to be references to the Agreement after giving effect to, and as amended by, this Amendment.

     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the day and year first above written.

Michael K. Lambert	GX TECHNOLOGY CORPORATION
/s/ Michael K. Lambert	By:	/s/ David L. Roland
	Name:	David L. Roland
	Title:	Vice President

2