UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 3
Under the Securities Exchange Act of 1934
Input/Output Inc
(Name of Issuer)
Common
(Title of Class of Securities)
457652105
(CUSIP Number)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 457652105
1.Names of Reporting Persons.
Steinberg Asset Management LLC
I.R.S. Identification Nos. of above persons (entities only).
06-1623775
2.Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3.SEC Use Only
4.Citizenship or Place of Organization
Delaware, United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.Sole Voting Power 2,687,980
6.Shared Voting Power None
7.Sole Dispositive Power 2,723,350
8.Shared Dispositive Power None
9.Aggregate Amount Beneficially Owned by Each Reporting Person 2,723,350
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
11.Percent of Class Represented by Amount in Row (9) 3.51%
12.Type of Reporting Person: IA
Item 1(a). Name of Issuer:
Input/Output Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12300 Park Crest Drive
Stafford, TX 77477
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if None, Residence
Item 2(c). Citizenship
Steinberg Asset Management, LLC
12 East 49th Street
Suite 1202
New York, NY 10017
Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
457652105
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) - Broker or dealer registered under Section 15 of the Act.
(b) - Bank as defined in Section 3(a)(6) of the Act.
(c) - Insurance company as defined in Section 3(a)(19) of the Act.
(d) - Investment company registered under Section 8 of the Investment Company
Act of 1940.
(e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) - An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) - A parent holding company or control person in accordance with 240.13d-
1(b)(1)(ii)(G);
(h) - A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) - A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940;
(j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
a. Amount beneficially owned: 2,723,350
b. Percent of Class: 3.51%
c. Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 2,687,980
(ii) Shared power to vote or to direct the vote None
(iii)Sole power to dispose or to direct the disposition of 2,723,350
(iv) Shared power to dispose or to direct the disposition None
Item 5. Ownership of Five Percent or Less of a Class:
[ X ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company of Control
Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10.Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date February 8, 2005
By:/s/ Steven Feld
Steven Feld
Title: Managing Director