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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): JANUARY 29, 2004



                               INPUT/OUTPUT, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                      1-12961                 22-2286646
(State or other jurisdiction       (Commission File           (IRS Employer
      of incorporation)                  Number)            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

         On January 29, 2004, Input/Output, Inc. (the "Company") issued a press
release regarding its results of operations for the fourth quarter of 2003, 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:    January 29, 2004


                                     Input/Output, Inc.
                                     (Registrant)




                                     By:    /s/ Robert P. Peebler
                                            -----------------------------------
                                     Name:  Robert P. Peebler
                                            -----------------------------------
                                     Title: President & Chief Executive Officer
                                            -----------------------------------


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                                INDEX TO EXHIBITS


Exhibit No.                      Description
-----------                      -----------

   99.1                           Press Release, dated January 29, 2004, issued
                                  by Input/Output, Inc.


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