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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): April 28, 2004

Input/Output, Inc.

(Exact name of registrant as specified in its charter)
         
Delaware   1-12961   22-2286646
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
12300 Parc Crest Dr.    
Stafford, TX   77477
(Address of principal executive offices)   (Zip Code)

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

 




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Item 12. Results of Operations and Financial Condition
SIGNATURES
INDEX TO EXHIBITS
Press Release


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Item 12. Results of Operations and Financial Condition

     On April 28, 2004, Input/Output, Inc. (the “Company”) issued a press release regarding its results of operations for the first quarter of 2004, a copy of which is furnished as Exhibit 99.1 hereto, which is incorporated herein by reference. Such exhibit (i) is furnished pursuant to Item 12 of Form 8-K, (ii) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act.

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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: April 29, 2004

             
    Input/Output, Inc.
    (Registrant)
 
           
    By:        /s/ J. Michael Kirksey
       
 
      Name:   J. Michael Kirksey
 
      Title:   Executive Vice President and
          Chief Financial Officer

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INDEX TO EXHIBITS

     
Exhibit No.
  Description
99.1   Press Release, dated April 28, 2004, issued by Input/Output, Inc.

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