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): December 5, 2005

Input/Output, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12961	22-2286646
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)
12300 Parc Crest Dr.
Stafford, TX		77477
(Address of principal executive offices)		(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))

Item 1.02.Termination of a Material Definitive Agreement

The disclosures in Item 5.02 below are incorporated by reference into this item 1.02.

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b)On December 5, 2005, Input/Output, Inc. (the “Company”) announced that J. Michael Kirksey, Executive Vice President and Chief Financial Officer, notified the Company that he is resigning from his position with the Company in order to accept a position with another company.  Mr. Kirksey intends to transition his responsibilities over the next few weeks, and his resignation from the Company will become effective on January 2, 2006.  Mr. Kirksey’s employment agreement with the Company dated January 1, 2004, will terminate automatically on January 2, 2006, in connection with his voluntary departure.  A copy of the Company’s press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(a)Financial statements of businesses acquired.

Not applicable.

(b)Pro forma financial information.

Not applicable.

(c)Exhibits.

99.1Press Release of Input/Output, Inc. dated December 5, 2005.

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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:	December 5, 2005
		Input/Output, Inc.
		(Registrant)
		By:	/s/ Robert P. Peebler
			Name:	Robert P. Peebler
			Title:	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

	CONTACTS:	Robert P. Peebler
		Chief Executive Officer
		INPUT/OUTPUT, INC.
		(281) 879-3650
FOR IMMEDIATE RELEASE		Jack Lascar, Partner
		Karen Roan, Sr. Vice President
		DRG&E / (713) 529-6600

INPUT/OUTPUT ANNOUNCES THE DEPARTURE

OF ITS CHIEF FINANCIAL OFFICER

HOUSTON, TEXAS – December 5, 2005 – Input/Output, Inc. (NYSE: IO) announced today that Mike Kirksey, Chief Financial Officer, has informed I/O of his plans to accept a recent offer to join another company.  Mr. Kirksey plans to transition over the next few weeks in order to provide the needed continuity in the implementation of his responsibilities.  The company has already begun an internal and external search and is confident of a smooth transition over the next several weeks.

Robert P. Peebler, President and Chief Executive Officer, stated, “I am disappointed to see Mike leave I/O, but I’m also pleased that Mike’s success at I/O has opened up a significant career opportunity for him.  I would like to acknowledge Mike’s valuable contributions to I/O, including increasing our financial flexibility and organizing our Sarbanes-Oxley program. Mike has built an exceptionally strong financial team, which should serve us well during this transition period. Mike has been a great asset to I/O, and we wish him great success in his new job.”

I/O is a leading, technology-focused seismic solutions provider. The company provides cutting-edge seismic acquisition equipment, software, and planning and seismic processing services to the global oil and gas industry. I/O’s technologies are applied in both land and marine environments, in traditional 2D and 3D surveys, and in rapidly growing areas like time-lapse (4D) reservoir monitoring and full-wave imaging. Headquartered in Houston, Texas, I/O has regional offices in Canada, Latin America, Europe, China, Russia, Africa and the Middle East. Additional information is available at www.i-o.com.

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