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HOUSTON, Dec. 5 /PRNewswire-FirstCall/ — Input/Output, Inc. (NYSE: IO)
announced the pricing of its private offering of $50 million aggregate
principal amount of its Convertible Senior Notes due 2008, pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities Act”). The
sale of the notes is expected to close on December 10, 2003. IO also granted
the initial purchaser of the notes a 30-day option to purchase up to an
additional $10 million aggregate principal amount of the notes.

The notes will bear interest at the rate of 5.50% per annum. The notes
are convertible into shares of I/O common stock at a conversion rate of
231.4815 shares of common stock per $1,000 principal amount of notes, which is
equivalent to an initial conversion price of $4.32 per share of common stock,
subject to adjustment in certain circumstances. On December 4, 2003, the
reported closing price per share of I/O common stock on the NYSE was $3.48.

IO intends to use approximately $16 million of the net proceeds of the
offering to repay existing indebtedness and to use the balance of the net
proceeds for potential acquisitions.

The notes will be offered and sold only to “qualified institutional
buyers” in accordance with Rule 144A. Concurrently with the offering,
Laitram, L.L.C., one of IO’s largest shareholders and an affiliate of IO’s
Chairman of the Board, has agreed to purchase approximately $7.5 million of
IO’s common shares sold short by purchasers of the notes in negotiated

The notes and the shares of common stock issuable upon conversion of the
notes have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration requirements. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any of the notes or the
shares of common stock issuable upon conversion of the notes, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful. This press release is being issued
pursuant to Rule 135c under the Securities Act.

IO is a leading provider of seismic acquisition imaging technology for
exploration, production and reservoir monitoring in land and marine as well as
shallow water and marsh environments.

CONTACT: Brad Eastman

Chief Administrative officer


(281) 879-3605

Jack Lascar, Partner

Karen Roan, Vice President

DRG&E / (713) 529-6600

SOURCE Input/Output, Inc. 12/05/2003

CONTACT: Brad Eastman, Chief Administrative officer of Input-Output,
Inc., +1-281-879-3605; or Jack Lascar, Partner, or Karen Roan, Vice President,
both of DRG&E, +1-713-529-6600, for Input-Output, Inc.


CO: Input/Output, Inc.; Laitram, L.L.C.

ST: Texas