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): May 3, 2004

Input/Output, Inc.

(Exact name of registrant as specified in its charter)

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

12300 Parc Crest Dr.
Stafford, TX
(Address of principal executive offices) 77477
(Zip Code)

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

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
INDEX TO EXHIBITS
Press Release dated May 3, 2004

Item 5. Other Events.

     On May 3, 2004, Input/Output, Inc. (the “Company”) announced that the Securities and Exchange Commission had declared effective the Company’s shelf registration statement on Form S-3, which covers resales of the Company’s 5.50% Convertible Senior Notes due 2008 and its shares of common stock issuable upon conversion of the notes. A copy of the Company’s press release announcing the declaration of effectiveness is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)	Exhibits.
99.1	Press Release, dated May 3, 2004.

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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: May 3, 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 May 3, 2004.

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EX-99.1

EXHIBIT 99.1

INPUT/OUTPUT, INC.

NEWS RELEASE	CONTACTS:	J. Michael Kirksey
		Chief Financial Officer
		Input/Output (281) 879-3672
FOR IMMEDIATE RELEASE		Jack Lascar, Partner
		Karen Roan, Vice President
		DRG&E (713) 529-6600

SEC DECLARES INPUT/OUTPUT CONVERTIBLE NOTES SHELF
REGISTRATION STATEMENT EFFECTIVE

HOUSTON, May 3, 2004 — Input/Output, Inc. (NYSE: IO) today announced that the Securities and Exchange Commission has declared effective its shelf registration statement on Form S-3, which covers the resale of I/O’s 5.50% Convertible Senior Notes due 2008 and its shares of common stock issuable upon conversion of the notes. The notes were originally sold by I/O in a private placement and in Rule 144A transactions in December 2003, in an aggregate principal amount of $60 million. The registration statement was filed to register the resale of the convertible notes and underlying common stock by security holders. I/O will not receive any proceeds from the resale of the convertible notes or the underlying shares of I/O common stock.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

I/O is the major independent provider of seismic equipment and acquisition imaging technology for land, marine, and seabed applications. The company also provides software and processing services to the oil and gas industry.

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