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): March 1113, 2013

GEOKINETICS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33460		94-1690082
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1500 CityWest Blvd. Suite 800 Houston, Texas 77042 (Address of principal executive offices) (Zip Code)

(Address of principal executive offices) (Zip Code)

(713) 850-7600

(Registrant’s telephone number, including area code)

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 1.01. Entry into a Material Definitive Agreement.

OnAs ~~March~~previously disclosed in a Current Report on Form 8-K filed with the SEC on March 11, 2013, Geokinetics Inc. (the “Company”), Geokinetics Holdings USA, Inc., a wholly owned subsidiary of the Company (“Holdings”), and certain of the Company’s other direct and indirect domestic subsidiaries (together with the Company and Holdings, the “Debtors”) ~~entered~~filed ~~into~~voluntary ~~Amendment~~petitions ~~Two~~for ~~(the~~relief ~~“Amendment”)~~under tochapter ~~the~~11 Restructuring Support Agreement (as amended, the “Agreement”), dated January 15, 2013, with American Securities Opportunities Advisors, LLC, Gates Capital Management, Inc., and other parties thereto, as beneficial owners of, ortitle ~~advisors,~~11 ~~nominees or investment managers for beneficial owners~~ of ~~(collectively,~~ the ~~“Noteholders”), more than 70% in aggregate principal amount of Holdings’ 9~~U.~~75% Senior Secured Notes due 2014 (collectively, the “Notes”), and Avista Capital Partners, L~~S.P. ~~and~~Code ~~Avista~~in ~~Capital Partners (Offshore), L.P. (~~the “Preferred Stockholders”), the largest holders of the Company’s outstanding Series B-1 Senior Convertible Preferred Stock, Series C-1 Senior Preferred Stock and Series D Junior Preferred Stock. The Amendment, among other things, extends the deadline for the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to confirm the Joint Chapter 11 Plan of Reorganization of the Debtors (the “Plan”) from 35 days to 45 days after the Debtors file Chapter 11 petitions and for the occurrence of the effective date of the Plan from 50 days to 60 days after the Debtors file Chapter 11 petitions before in either case the Noteholders may terminate the Agreement.

~~Item~~On ~~1.03~~March 12, 2013, the Bankruptcy orCourt ~~Receivership~~entered an interim order authorizing Holdings to obtain up to $15 million on an interim basis and up to $25 million in aggregate principal amount of superpriority post-petition financing from certain debtor-in-possession lenders. On March 13, 2013, the Company, as parent, Holdings, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent, and ASOF II Investments, LLC, American Securities Opportunities Fund, LP, American Securities Opportunities Fund (B), L.P., ECF Value Fund, L.P., ECF Value Fund II, L.P., ECF Value Fund International, Ltd., as backstop debtor-in-possession lenders (the “Backstop DIP Lenders”), entered into a Senior Secured Debtor-In-Possession Credit Agreement (the “DIP Agreement”) that provides for term loans of up to $25 million, subject to the terms and conditions therein. The proceeds of the loans under the DIP Agreement will be used for general corporate purposes and the working capital needs of the Debtors in accordance with a budget approved by the Backstop DIP Lenders and to satisfy the costs associated with the Company’s restructuring.

OnHoldings’ ~~March 10,~~obligations ~~2013,~~under the ~~Debtors~~DIP ~~filed~~Agreement ~~voluntary~~are ~~petitions~~guaranteed ~~for~~by ~~relief~~the ~~under~~Company ~~Chapter~~and 11each of ~~Title~~the 11other Debtors and are secured by substantially all of the ~~U.S.~~assets ~~Code~~of (the ~~“Bankruptcy~~Debtors, ~~Code”)~~subject into ~~the~~certain ~~Bankruptcy Court~~exceptions. The ~~Debtors’~~liens ~~Chapter~~securing 11the ~~cases~~DIP Agreement are ~~being~~junior ~~jointly~~to ~~administered~~the ~~under~~liens ~~the~~of ~~Company~~Holdings’s ~~caption~~pre-petition revolving credit facility and ~~case~~certain ~~number, In~~other ~~re:~~excluded ~~Geokinetics~~liabilities ~~Inc.~~and etare ~~al.~~senior to all other liens, ~~Chapter~~claims 11and ~~Case~~encumbrances, Noincluding the liens of the holders of Holdings’ senior secured notes. ~~13-10472.~~ The ~~pre-packaged~~loans ~~Plan,~~under ~~which~~the ~~remains~~DIP ~~subject~~Agreement bear interest at a rate per annum equal to 9.25%. Upon the ~~approval~~occurrence and during the continuance of an event of default under the ~~Bankruptcy~~DIP ~~Court~~Agreement, ~~was~~the ~~approved~~interest rate increases by a2%. All ~~large~~borrowings ~~majority~~under the DIP Agreement are to be satisfied in common stock of the reorganized Company’s ~~stakeholders.~~under ~~The~~the ~~Debtors~~terms of the proposed Chapter 11 plan toor ~~continue~~repaid toon ~~operate~~the ~~their~~earlier ~~businesses~~of as(i) the ~~“debtors-in-possession”~~date ~~under~~that is four months after the ~~jurisdiction~~effective date of the ~~Bankruptcy~~DIP ~~Court~~Agreement, ~~and~~(ii) the indate ~~accordance~~the ~~with~~obligations ~~the~~are ~~applicable~~accelerated ~~provisions~~pursuant to the terms of the ~~Bankruptcy~~DIP ~~Code~~Agreement and ~~order~~(iii) the effective date of ~~the~~a ~~Bankruptcy~~Chapter ~~Court~~11 plan.

OnThe ~~March 11,~~DIP ~~2013,~~Agreement includes representations from Holdings and the Company ~~issued~~that are customary for debtor-in-possession financing. The DIP Agreement also includes various affirmative and negative covenants applicable to the Debtors, including a ~~press~~covenant ~~release~~to ~~announcing~~adhere to a budget delivered to the ~~filing~~Backstop DIP Lenders and the administrative agent and other customary covenants for debtor-in-possession financings of this type, including restrictions on the ~~Chapter~~incurrence 11of ~~petitions~~indebtedness, acapital ~~copy~~expenditures, mergers, sales and other dispositions of ~~which~~property isand ~~filed~~other asfundamental ~~Exhibit 99~~changes.1 The toDIP ~~this~~Agreement ~~Current~~provides ~~Report~~for oncustomary ~~Form 8~~events of default, including defaults resulting from non-Kpayment of principal, interest or other amounts when due, failure to perform or observe covenants, and the failure to achieve certain milestones in the bankruptcy proceedings.

~~Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement.~~1

The ~~filing~~Backstop ofDIP ~~the~~Lenders ~~Chapter~~hold 11more ~~petitions~~than on70% ~~March 10,~~in ~~2013~~aggregate ~~constituted~~principal anamount ~~event~~ of ~~default~~Holdings’ ~~and~~senior ~~triggered~~secured ~~the acceleration of a direct financial obligation as follows:~~notes.

~~· Under~~Item ~~the~~2.03. ~~Amended~~Creation ~~and Restated Credit Agreement, dated as~~ of ~~August 11,~~a ~~2011,~~Direct ~~among~~Financial ~~the~~Obligation ~~Company,~~or ~~Holdings~~an ~~and~~Obligation ~~Whitebox~~under ~~Advisors,~~an ~~LLC,~~Off-Balance asSheet ~~administrative~~Arrangement ~~agent and collateral agent, and the lenders party thereto, the commitment~~ of ~~the~~a ~~lenders to make loans automatically terminated and the unpaid principal amount of all outstanding loans and interest and other amounts thereunder became~~Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

automatically due and payable as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, the obligations under the credit agreement included $50 million in aggregate principal amount outstanding plus accrued and unpaid interest and other payments.2

· Under the Indenture, dated as of December 23, 2009, for the 9.75% Senior Secured Notes due 2014 among the Company, Holdings and U.S. Bank National Association, as trustee, all of the outstanding Notes became due and payable immediately as a result of the filing of the Chapter 11 petitions. As of March 10, 2013, there was $300 million in aggregate principal amount plus accrued and unpaid interest and other payments on the outstanding Notes.SIGNATURES

~~Any~~Pursuant ~~efforts~~ to ~~enforce~~the requirements of the ~~payments~~Securities orExchange ~~other~~Act ~~obligations~~of ~~under~~1934, ~~these~~the ~~agreements~~registrant orhas ~~instruments~~duly ~~are~~caused ~~currently~~this ~~stayed~~report asto abe ~~result~~signed ofon ~~the~~its ~~filing~~behalf ofby the ~~Chapter~~undersigned 11hereunto ~~petitions~~duly authorized.

Item 9.01. Financial Statements and Exhibits.

	GEOKINETICS INC.


Date: March 19, 2013	By:	/s/ William L. Moll. Jr.
		William L. Moll, Jr.
		Vice President, General Counsel and Corporate Secretary

Exhibit No.		Description
10.1		Amendment Two, dated as of March 5, 2013, to the Restructuring Support Agreement dated as of January 15, 2013, by and among the Company, Holdings, Geokinetics Services Corp., Geokinetics Processing, Inc., Geokinetics Acquisition Company, Geokinetics USA, Inc., Geokinetics International Holdings, Inc., Geokinetics Management, Inc., Geokinetics International, Inc., and Advanced Seismic Technology, Inc., the Noteholders and the Preferred Stockholders
99.1		Press release dated March 11, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEOKINETICS INC.
Date: March 11, 2013	By:	/s/ William L. Moll. Jr.
		William L. Moll, Jr. Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment Two, dated as of March 5, 2013, to the Restructuring Support Agreement dated as of January 15, 2013, by and among the Company, Holdings, Geokinetics Services Corp., Geokinetics Processing, Inc., Geokinetics Acquisition Company, Geokinetics USA, Inc., Geokinetics International Holdings, Inc., Geokinetics Management, Inc., Geokinetics International, Inc., and Advanced Seismic Technology, Inc., the Noteholders and the Preferred Stockholders
99.1		Press release dated March 11, 2013

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