x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 457652105

13G

Page     2     of     7     Pages

1.

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Fletcher Asset Management, Inc.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       o

(b)      o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

6,760,215

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

6,760,215

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,760,215

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%

12.

TYPE OF REPORTING PERSON*

IA

CUSIP No. 457652105

13G

Page     3     of     7     Pages

1.

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Alphonse Fletcher, Jr.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       o

(b)      o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

0

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,760,215

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.8%

12.

TYPE OF REPORTING PERSON*

HC

Item 1(a).

Name of Issuer:

Input/Output, Inc.

Item 1(b).

Address of Issuer's Principal Executive Offices:

2101 CityWest Boulevard

Building III, Suite 400

Houston, Texas 77042

Item 2(a).

Names of Persons Filing:

Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher, Jr.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

48 Wall Street

5^th Floor

New York, New York 10005

Item 2(c).

Citizenship:

FAM is a corporation organized under the laws of the State of Delaware. Alphonse Fletcher, Jr. is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.01 par value

Item 2(e).

CUSIP Number:

457652105

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a:

(a)

o         Broker or dealer registered under Section 15 of the Exchange Act;

(b)

o         Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

o         Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

o         Investment company registered under Section 8 of the Investment Company Act;

(e)

x        An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o         An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

x        A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o         A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o         A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or

(j)

o         Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box [ ].

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

6,760,215 shares

(b)

Percent of Class:

7.80% (based on 86,651,426 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Input/Output, Inc. (the "Company") consisting of (i) 79,891,211 shares reported by the Company to FAM to be outstanding as of October 30, 2006 and (iii) 6,760,215 shares of Common Stock underlying the Convertible Securities (as defined below) beneficially owned by FAM and Mr. Fletcher issuable within 60 days as of December 31, 2006).

(c)

Number of shares as to which FAM has:

(i)          Sole power to vote or to direct the vote:

6,760,215 shares

(ii)         Shared power to vote or to direct the vote:

0 shares

(iii)        Sole power to dispose or to direct the disposition of:

6,760,215 shares

(iv)        Shared power to dispose or to direct the disposition of:

0 shares

The 6,760,215 shares of Common Stock reported to be beneficially owned consist of 6,760,215 shares of Common Stock issuable upon the conversion or exercise by Fletcher International, Ltd. of certain convertible securities and rights (collectively the "Convertible Securities") pursuant to an Agreement, dated February 15, 2005, by and between the Company and Fletcher International, Ltd. The Convertible Securities are exercisable within 60 days as of December 31, 2006. The holdings reported reflect the shares of Common Stock issuable within 60 days as of December 31, 2006 that would have been held had the Convertible Securities been converted and exercised on December 31, 2006.

The shares of Common Stock of the Company reported to be beneficially owned consist of shares of Common Stock underlying the Convertible Securities held in one or more accounts managed by FAM (the "Accounts"), for Fletcher International, Ltd. FAM has sole power to vote and sole power to dispose of all shares of Common Stock underlying the Convertible Securities in the Accounts. By virtue of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

This Schedule 13G is filed by FAM, which is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended, with respect to the shares of Common Stock underlying the Convertible Securities held at December 31, 2006 in the Accounts managed by FAM. By reason of the provisions of Rule 13d-3 under the Act, FAM and Mr. Fletcher may each be deemed to beneficially own the shares of Common Stock underlying the Convertible Securities held in the Accounts. The Accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares purchased for its account.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

This Schedule 13G is filed by FAM and Mr. Fletcher.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications.

By signing below Fletcher Asset Management, Inc. and Alphonse Fletcher, Jr. certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Dated:

February 13, 2007

Fletcher Asset Management, Inc.

By:

/s/ Peter Zayfert

Name: Peter Zayfert

Title: Authorized Signatory

By:

/s/ Michael McCarville

Name: Michael McCarville

Title: Authorized Signatory

Alphonse Fletcher, Jr., in his individual capacity

By:

/s/ Denis J. Kiely

Name:  Denis J. Kiely for Alphonse Fletcher, Jr.

*By Power of Attorney, dated February 14, 2001, attached as Exhibit A hereto.

Signed:

/s/ Alphonse Fletcher Jr.

Alphonse Fletcher Jr.