<PAGE>
   As filed with the Securities and Exchange Commission on October 16, 1996.
                                                  REGISTRATION  NO. 333-_______
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                       ___________________      

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ___________________      

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

                 DELAWARE                                  22-2286646      
       (State or other jurisdiction                     (I.R.S. Employer   
    of incorporation or organization)                Identification Number)

                   11104 WEST AIRPORT BOULEVARD
                      STAFFORD, TEXAS  77477
                          (713) 933-3339
(Address, including zip code, and telephone number, including area code, of 
                 registrant's principal executive offices)
                       ___________________      

   INPUT/OUTPUT, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                       (Full Title of Plan)

                          GARY D. OWENS
                        INPUT/OUTPUT, INC.
                   11104 WEST AIRPORT BOULEVARD
                      STAFFORD, TEXAS  77477
                         (713) 933-3339
    (Name, address, including zip code, and telephone number, 
           including area code, of agent for service)


                         WITH COPIES TO:
                    HAYNES AND BOONE, L.L.P.
                   1000 LOUISIANA, SUITE 4300
                     HOUSTON, TEXAS  77002
                    ATTN:  MARC H. FOLLADORI
                         (713) 547-2000
                       ___________________      

                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                              PROPOSED   
                                                              MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF 
         TITLE OF                         AMOUNT TO BE    OFFERING PRICE  AGGREGATE OFFERING  REGISTRATION
SECURITIES TO BE REGISTERED             REGISTERED(1)(2)    PER SHARE(2)         PRICE(2)         FEE     
<S>                                     <C>               <C>             <C>                 <C>         
Common Stock, par value $0.01 per share  400,000 shares        $28.00       $11,200,000.00      $3,395.00 
</TABLE>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate 
    number of shares of Common Stock issuable as a result of the anti-dilution 
    provisions of the Plan.

(2) The 400,000 shares registered hereby represent shares issuable pursuant 
    to the Input/Output, Inc. 1996 Non-Employee Director Stock Option Plan.  
    With respect to the shares registered hereby, the offering price per share, 
    the aggregate offering price and the registration fee have been calculated 
    in accordance with paragraphs (c) and (h)(1) of Rule 457 on the basis of the
    average high and low sale prices for the Company's Common Stock on October 
    14, 1996, as reported on the New York Stock Exchange composite tape ($28.00 
    per share).

<PAGE>
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the following documents filed by Input/Output, Inc., a 
Delaware corporation (the "Company"), with the Securities and Exchange 
Commission (the "Commission") are incorporated into this registration 
statement ("Registration Statement") by reference:

     (a)  The Company's Annual Report, dated July 12, 1996, as filed with the 
Commission on Form 10-K, File No. 1-13402, for the fiscal year ended May 31, 
1996;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since May 
31, 1996; and

     (c)  The description of the Company's common stock, par value $0.01 per 
share (the "Common Stock"), contained in the Company's registration statement 
on Form 8-A filed under Section 12(b) of the Exchange Act dated October 14, 
1994.

     All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
filing date of this Registration Statement and prior to the filing of a 
post-effective amendment to this Registration Statement which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be a part hereof from the date of filing such 
documents.  The Company will provide, without charge, each participant in the 
Company's 1996 Non-Employee Director Stock Option Plan (the "Plan"), upon 
written or oral request of such person, a copy (without exhibits, unless such 
exhibits are specifically incorporated by reference) of any or all of the 
documents incorporated by reference pursuant to this Item 3.  

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a 
corporation to indemnify any person who was or is a party or is threatened to 
be made a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, by 
reason of the fact that he is or was a director, officer, employee or agent 
of the corporation or is or was serving at the request of the corporation as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in 
connection with such action.

     In an action brought to obtain a judgment in the corporation's favor, 
whether by the corporation itself or derivatively by a stockholder, the 
corporation may only indemnify for expenses, including attorney's fees, 
actually and reasonably incurred in connection with the defense or

                                      -2-

<PAGE>

settlement of such action, and the corporation may not indemnify for amounts 
paid in satisfaction of a judgment or in settlement of the claim.  In any 
such action, no indemnification may be paid in respect of any claim, issue or 
matter as to which such person shall have been adjudged liable to the 
corporation except as otherwise approved by the Delaware Court of Chancery or 
the court in which the claim was brought.  In any other type of proceeding, 
the indemnification may extend to judgments, fines and amounts paid in 
settlement, actually and reasonably incurred in connection with such other 
proceeding, as well as to expenses.

     The statute does not permit indemnification unless the person seeking 
indemnification has acted in good faith and in a manner reasonably believed 
to be in, or not opposed to, the best interests of the corporation and, in 
the case of criminal actions or proceedings, the person had no reasonable 
cause to believe his conduct was unlawful.  The statute contains additional 
limitations applicable to criminal actions and to actions brought by or in 
the name of the corporation.  The determination as to whether a person 
seeking indemnification has met the required standard of conduct is to be 
made (1) by a majority vote of the disinterested directors, even though less 
than a quorum, (2) if there are no disinterested directors or if the 
disinterested directors so direct, by independent legal counsel in a written 
opinion, or (3) by the stockholders.

     The Company's Bylaws require the Company to indemnify its directors, 
officers, employees, and agents to the fullest extent permitted under 
Delaware law.  The company's Certificate of Incorporation also requires the 
Company to indemnify its directors and officers to the fullest extent 
permitted under Delaware law.  The Company's Certificate of Incorporation 
provides that a director of the corporation shall not be held personally 
liable to the corporation or its shareholders for monetary damages for breach 
of a director's fiduciary duty of care, except that a director shall continue 
to be held personally liable for (i) breach of the duty of loyalty, (ii) 
failure to act in good faith, (iii) engaging in intentional misconduct or 
knowingly violating a law, (iv) paying a dividend or approving a stock 
repurchase which was illegal under Delaware law, or (v) obtaining an improper 
personal benefit.

     The Company has purchased insurance on behalf of its directors and 
officers against certain liabilities that may be asserted against, or 
incurred by, such persons in their capacities as directors or officers of the 
registrant, or that may arise out of their status as directors or officers of 
the registrant, including liabilities under the federal and state securities 
laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

Exhibit                           Description
-------                           -----------

4.1      Specimen certificate for shares of the Company's common 
         stock, par value $0.01 per share.  Exhibit F to the Company's 
         Registration Statement on Form 8-A dated October 14, 1994, is 
         incorporated herein by reference.

4.2      The Company's 1996 Non-Employee Director Stock Option Plan.

5.1      Opinion of Haynes and Boone, L.L.P.

                                       -3-

<PAGE>
23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Haynes and Boone, L.L.P. (included in Exhibit 
         5.1 opinion).

24.1     Power of Attorney (included on the signature page hereto).

ITEM 9.   UNDERTAKINGS.

     A.   UNDERTAKING TO UPDATE

          The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are 
          being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by section 10(a)(3) 
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events 
               arising after the effective date of the registration statement 
               (or the most recent post-effective amendment thereof) which, 
               individually or in the aggregate, represent a fundamental change 
               in the information set forth in the registration statement;

                    (iii)  To include any material information with respect to 
               the plan of distribution not previously disclosed in the 
               registration statement or any material change to such information
               in the registration statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
          apply if the information required to be included in a post-effective 
          amendment by those paragraphs is contained in periodic reports filed 
          by the registrant pursuant to Section 13 or Section 15(d) of the 
          Securities Exchange Act of 1934 that are incorporated by reference in 
          the registration statement.

               (2)  That, for the purpose of determining any liability under 
          the Securities Act of 1933, each such post-effective amendment 
          shall be deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities at 
          that time shall be deemed to be the initial bona fide offering 
          thereof.

               (3)  To remove from registration by means of a post-effective 
          amendment any of the securities being registered which remain 
          unsold at the termination of the offering.

     B.   UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

          The undersigned registrant hereby undertakes that, for purposes of 
          determining any liability under the Securities Act of 1933, each 
          filing of the registrant's annual report pursuant to Section 13(a) 
          or Section 15(d) of the Securities Exchange Act of 1934 that is 
          incorporated by reference in the registration statement shall be 
          deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities at 
          that time shall be deemed to be the initial BONA FIDE offering 
          thereof.

                                       -4-

<PAGE>

     C.   UNDERTAKING WITH RESPECT TO DELIVERY OF DOCUMENTS

               (1)  The undersigned registrant hereby undertakes to deliver 
          or cause to be delivered with the documents constituting the 
          prospectus to each participant to whom such prospectus is sent or 
          given, a copy of the registrant's annual report to stockholders for 
          its last fiscal year, unless such participant otherwise has 
          received a copy of such report in which case the registrant shall 
          state in such prospectus that it will promptly furnish, without 
          charge, a copy of such report on written request of the participant.

               (2)  The undersigned registrant hereby undertakes to transmit 
          or cause to be transmitted to all participants who do not otherwise 
          receive such material as stockholders of the registrant, at the 
          time and in the manner such material is sent to its stockholders, 
          copies of all reports, proxy statements and other communications 
          distributed to its stockholders generally.

     D.   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

          Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers and 
          controlling persons of the registrant pursuant to the foregoing 
          provisions, or otherwise, the registrant has been advised that in 
          the opinion of the Securities and Exchange Commission such 
          indemnification is against public policy as expressed in the Act 
          and is, therefore, unenforceable.  In the event that a claim for 
          indemnification against such liabilities (other than the payment by 
          the registrant of expenses incurred or paid by a director, officer 
          or controlling person of the registrant in the successful defense 
          of any action, suit or proceeding) is asserted by such director, 
          officer or controlling person in connection with the securities 
          being registered, the registrant will, unless in the opinion of its 
          counsel the matter has been settled by controlling precedent, 
          submit to a court of appropriate jurisdiction the question whether 
          such indemnification by it is against public policy as expressed in 
          the Act and will be governed by the final adjudication of such 
          issue.

                                       -5-

<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized in the City of Stafford, State of Texas, on October 
10, 1996.

                                   INPUT/OUTPUT, INC.

                                   By:          /s/ Robert P. Brindley 
                                      -----------------------------------------
                                                    Robert P. Brindley
                   Senior Vice President, Chief Financial Officer and Secretary
                                  (Principal Financial Officer)                

                             POWER OF ATTORNEY

     Each of the undersigned hereby appoints Gary D. Owens and Robert P. 
Brindley and each of them (with full power to act alone), as attorney and 
agents for the undersigned, with full power of substitution, for and in the 
name, place and stead of the undersigned, to sign and file with the 
Securities and Exchange Commission under the Securities Act of 1933 any and 
all amendments and exhibits to this Registration Statement and any and all 
applications, instruments and other documents to be filed with the Securities 
and Exchange Commission pertaining to the registration of the securities 
covered hereby, with full power and authority to do and perform any and all 
acts and things whatsoever requisite or desirable.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on October 10, 1996.

SIGNATURE                                      TITLE
---------                                      -----

  /s/ Charles E. Selecman                          
----------------------------   Director, Chairman of the Board of Directors
    Charles E. Selecman

  /s/ Gary D. Owens            Director, President and   
----------------------------        Chief Executive Officer   
       Gary D. Owens                (Principal Executive Officer)

  /s/ Robert P. Brindley       Director, Senior Vice President, Chief Financial
----------------------------        Officer and Secretary (Principal           
    Robert P. Brindley              Financial and Accounting Officer)          

   /s/ Michael J. Sheen        Director, Senior Vice President and Chief
----------------------------        Technical Officer                   
     Michael J. Sheen

 /s/ Shelby H. Carter, Jr.     Director                
----------------------------  
   Shelby H. Carter, Jr.

    /s/ Ernest E. Cook         Director
----------------------------  
      Ernest E. Cook

    /s/ Glen H. Denison        Director
----------------------------  
      Glen H. Denison

/s/ Theodore H. Elliott, Jr.   Director
----------------------------  
 Theodore H. Elliott, Jr.

  /s/ Dr. Peter T. Flawn       Director
----------------------------  
    Dr. Peter T. Flawn

 /s/ G. Thomas Graves III      Director
----------------------------  
   G. Thomas Graves III


<PAGE>

                             INDEX TO EXHIBITS

Exhibit   Description

4.1       Specimen certificate for shares of the Company's common stock, par 
          value $0.01 per share.  Exhibit F to the Company's Registration 
          Statement on Form 8-A dated October 14, 1994, is incorporated
          herein by reference.

4.2       The Company's 1996 Non-Employee Director Stock Option Plan.

5.1       Opinion of Haynes and Boone, L.L.P.  

23.1      Consent of KPMG Peat Marwick, LLP.

23.2      Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion).

24.1      Power of Attorney (included on the signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19562}]
{"company-data": {"conformed-name": "INPUT OUTPUT INC", "cik": "0000866609", "assigned-sic": "3829", "irs-number": "222286646", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14231", "film-number": "96644220"}, "business-address": {"street1": "12300 PARC CREST DR", "city": "STAFFORD", "state": "TX", "zip": "77477", "phone": "7132402200"}, "mail-address": {"street1": "12300 PARC CREST DR", "city": "STAFFORD", "state": "TX", "zip": "77477"}}
As filed with the Securities and Exchange Commission on October 16, 1996.
                                                  REGISTRATION  NO. 333-_______
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                       ___________________      

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ___________________      

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

                 DELAWARE                                  22-2286646      
       (State or other jurisdiction                     (I.R.S. Employer   
    of incorporation or organization)                Identification Number)

                   11104 WEST AIRPORT BOULEVARD
                      STAFFORD, TEXAS  77477
                          (713) 933-3339
(Address, including zip code, and telephone number, including area code, of 
                 registrant's principal executive offices)
                       ___________________      

   INPUT/OUTPUT, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                       (Full Title of Plan)

                          GARY D. OWENS
                        INPUT/OUTPUT, INC.
                   11104 WEST AIRPORT BOULEVARD
                      STAFFORD, TEXAS  77477
                         (713) 933-3339
    (Name, address, including zip code, and telephone number, 
           including area code, of agent for service)

                         WITH COPIES TO:
                    HAYNES AND BOONE, L.L.P.
                   1000 LOUISIANA, SUITE 4300
                     HOUSTON, TEXAS  77002
                    ATTN:  MARC H. FOLLADORI
                         (713) 547-2000
                       ___________________      

                 CALCULATION OF REGISTRATION FEE
PROPOSED   
                                                              MAXIMUM      PROPOSED MAXIMUM     AMOUNT OF 
         TITLE OF                         AMOUNT TO BE    OFFERING PRICE  AGGREGATE OFFERING  REGISTRATION
SECURITIES TO BE REGISTERED             REGISTERED(1)(2)    PER SHARE(2)         PRICE(2)         FEE
Common Stock, par value $0.01 per share  400,000 shares        $28.00       $11,200,000.00      $3,395.00
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate 
    number of shares of Common Stock issuable as a result of the anti-dilution 
    provisions of the Plan.

(2) The 400,000 shares registered hereby represent shares issuable pursuant 
    to the Input/Output, Inc. 1996 Non-Employee Director Stock Option Plan.  
    With respect to the shares registered hereby, the offering price per share, 
    the aggregate offering price and the registration fee have been calculated 
    in accordance with paragraphs (c) and (h)(1) of Rule 457 on the basis of the
    average high and low sale prices for the Company's Common Stock on October 
    14, 1996, as reported on the New York Stock Exchange composite tape ($28.00 
    per share).
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The contents of the following documents filed by Input/Output, Inc., a 
Delaware corporation (the "Company"), with the Securities and Exchange 
Commission (the "Commission") are incorporated into this registration 
statement ("Registration Statement") by reference:

     (a)  The Company's Annual Report, dated July 12, 1996, as filed with the 
Commission on Form 10-K, File No. 1-13402, for the fiscal year ended May 31, 
1996;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since May 
31, 1996; and

     (c)  The description of the Company's common stock, par value $0.01 per 
share (the "Common Stock"), contained in the Company's registration statement 
on Form 8-A filed under Section 12(b) of the Exchange Act dated October 14, 
1994.

     All documents filed by the Company with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the 
filing date of this Registration Statement and prior to the filing of a 
post-effective amendment to this Registration Statement which indicates that 
all securities offered have been sold or which deregisters all securities 
then remaining unsold shall be deemed to be incorporated by reference in this 
Registration Statement and to be a part hereof from the date of filing such 
documents.  The Company will provide, without charge, each participant in the 
Company's 1996 Non-Employee Director Stock Option Plan (the "Plan"), upon 
written or oral request of such person, a copy (without exhibits, unless such 
exhibits are specifically incorporated by reference) of any or all of the 
documents incorporated by reference pursuant to this Item 3.  

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law permits a 
corporation to indemnify any person who was or is a party or is threatened to 
be made a party to any threatened, pending or completed action, suit or 
proceeding, whether civil, criminal, administrative or investigative, by 
reason of the fact that he is or was a director, officer, employee or agent 
of the corporation or is or was serving at the request of the corporation as 
a director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, against expenses, judgments, fines 
and amounts paid in settlement actually and reasonably incurred by him in 
connection with such action.

     In an action brought to obtain a judgment in the corporation's favor, 
whether by the corporation itself or derivatively by a stockholder, the 
corporation may only indemnify for expenses, including attorney's fees, 
actually and reasonably incurred in connection with the defense or

                                      -2-
settlement of such action, and the corporation may not indemnify for amounts 
paid in satisfaction of a judgment or in settlement of the claim.  In any 
such action, no indemnification may be paid in respect of any claim, issue or 
matter as to which such person shall have been adjudged liable to the 
corporation except as otherwise approved by the Delaware Court of Chancery or 
the court in which the claim was brought.  In any other type of proceeding, 
the indemnification may extend to judgments, fines and amounts paid in 
settlement, actually and reasonably incurred in connection with such other 
proceeding, as well as to expenses.

     The statute does not permit indemnification unless the person seeking 
indemnification has acted in good faith and in a manner reasonably believed 
to be in, or not opposed to, the best interests of the corporation and, in 
the case of criminal actions or proceedings, the person had no reasonable 
cause to believe his conduct was unlawful.  The statute contains additional 
limitations applicable to criminal actions and to actions brought by or in 
the name of the corporation.  The determination as to whether a person 
seeking indemnification has met the required standard of conduct is to be 
made (1) by a majority vote of the disinterested directors, even though less 
than a quorum, (2) if there are no disinterested directors or if the 
disinterested directors so direct, by independent legal counsel in a written 
opinion, or (3) by the stockholders.

     The Company's Bylaws require the Company to indemnify its directors, 
officers, employees, and agents to the fullest extent permitted under 
Delaware law.  The company's Certificate of Incorporation also requires the 
Company to indemnify its directors and officers to the fullest extent 
permitted under Delaware law.  The Company's Certificate of Incorporation 
provides that a director of the corporation shall not be held personally 
liable to the corporation or its shareholders for monetary damages for breach 
of a director's fiduciary duty of care, except that a director shall continue 
to be held personally liable for (i) breach of the duty of loyalty, (ii) 
failure to act in good faith, (iii) engaging in intentional misconduct or 
knowingly violating a law, (iv) paying a dividend or approving a stock 
repurchase which was illegal under Delaware law, or (v) obtaining an improper 
personal benefit.

     The Company has purchased insurance on behalf of its directors and 
officers against certain liabilities that may be asserted against, or 
incurred by, such persons in their capacities as directors or officers of the 
registrant, or that may arise out of their status as directors or officers of 
the registrant, including liabilities under the federal and state securities 
laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

Exhibit                           Description
-------                           -----------

4.1      Specimen certificate for shares of the Company's common 
         stock, par value $0.01 per share.  Exhibit F to the Company's 
         Registration Statement on Form 8-A dated October 14, 1994, is 
         incorporated herein by reference.

4.2      The Company's 1996 Non-Employee Director Stock Option Plan.

5.1      Opinion of Haynes and Boone, L.L.P.

                                       -3-
23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Haynes and Boone, L.L.P. (included in Exhibit 
         5.1 opinion).

24.1     Power of Attorney (included on the signature page hereto).

ITEM 9.   UNDERTAKINGS.

     A.   UNDERTAKING TO UPDATE

          The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are 
          being made, a post-effective amendment to this registration statement:

                    (i)  To include any prospectus required by section 10(a)(3) 
               of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events 
               arising after the effective date of the registration statement 
               (or the most recent post-effective amendment thereof) which, 
               individually or in the aggregate, represent a fundamental change 
               in the information set forth in the registration statement;

                    (iii)  To include any material information with respect to 
               the plan of distribution not previously disclosed in the 
               registration statement or any material change to such information
               in the registration statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
          apply if the information required to be included in a post-effective 
          amendment by those paragraphs is contained in periodic reports filed 
          by the registrant pursuant to Section 13 or Section 15(d) of the 
          Securities Exchange Act of 1934 that are incorporated by reference in 
          the registration statement.

               (2)  That, for the purpose of determining any liability under 
          the Securities Act of 1933, each such post-effective amendment 
          shall be deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities at 
          that time shall be deemed to be the initial bona fide offering 
          thereof.

               (3)  To remove from registration by means of a post-effective 
          amendment any of the securities being registered which remain 
          unsold at the termination of the offering.

     B.   UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

          The undersigned registrant hereby undertakes that, for purposes of 
          determining any liability under the Securities Act of 1933, each 
          filing of the registrant's annual report pursuant to Section 13(a) 
          or Section 15(d) of the Securities Exchange Act of 1934 that is 
          incorporated by reference in the registration statement shall be 
          deemed to be a new registration statement relating to the 
          securities offered therein, and the offering of such securities at 
          that time shall be deemed to be the initial BONA FIDE offering 
          thereof.

                                       -4-
C.   UNDERTAKING WITH RESPECT TO DELIVERY OF DOCUMENTS

               (1)  The undersigned registrant hereby undertakes to deliver 
          or cause to be delivered with the documents constituting the 
          prospectus to each participant to whom such prospectus is sent or 
          given, a copy of the registrant's annual report to stockholders for 
          its last fiscal year, unless such participant otherwise has 
          received a copy of such report in which case the registrant shall 
          state in such prospectus that it will promptly furnish, without 
          charge, a copy of such report on written request of the participant.

               (2)  The undersigned registrant hereby undertakes to transmit 
          or cause to be transmitted to all participants who do not otherwise 
          receive such material as stockholders of the registrant, at the 
          time and in the manner such material is sent to its stockholders, 
          copies of all reports, proxy statements and other communications 
          distributed to its stockholders generally.

     D.   UNDERTAKING WITH RESPECT TO INDEMNIFICATION

          Insofar as indemnification for liabilities arising under the 
          Securities Act of 1933 may be permitted to directors, officers and 
          controlling persons of the registrant pursuant to the foregoing 
          provisions, or otherwise, the registrant has been advised that in 
          the opinion of the Securities and Exchange Commission such 
          indemnification is against public policy as expressed in the Act 
          and is, therefore, unenforceable.  In the event that a claim for 
          indemnification against such liabilities (other than the payment by 
          the registrant of expenses incurred or paid by a director, officer 
          or controlling person of the registrant in the successful defense 
          of any action, suit or proceeding) is asserted by such director, 
          officer or controlling person in connection with the securities 
          being registered, the registrant will, unless in the opinion of its 
          counsel the matter has been settled by controlling precedent, 
          submit to a court of appropriate jurisdiction the question whether 
          such indemnification by it is against public policy as expressed in 
          the Act and will be governed by the final adjudication of such 
          issue.

                                       -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized in the City of Stafford, State of Texas, on October 
10, 1996.

                                   INPUT/OUTPUT, INC.

                                   By:          /s/ Robert P. Brindley 
                                      -----------------------------------------
                                                    Robert P. Brindley
                   Senior Vice President, Chief Financial Officer and Secretary
                                  (Principal Financial Officer)                

                             POWER OF ATTORNEY

     Each of the undersigned hereby appoints Gary D. Owens and Robert P. 
Brindley and each of them (with full power to act alone), as attorney and 
agents for the undersigned, with full power of substitution, for and in the 
name, place and stead of the undersigned, to sign and file with the 
Securities and Exchange Commission under the Securities Act of 1933 any and 
all amendments and exhibits to this Registration Statement and any and all 
applications, instruments and other documents to be filed with the Securities 
and Exchange Commission pertaining to the registration of the securities 
covered hereby, with full power and authority to do and perform any and all 
acts and things whatsoever requisite or desirable.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on October 10, 1996.

SIGNATURE                                      TITLE
---------                                      -----

  /s/ Charles E. Selecman                          
----------------------------   Director, Chairman of the Board of Directors
    Charles E. Selecman

  /s/ Gary D. Owens            Director, President and   
----------------------------        Chief Executive Officer   
       Gary D. Owens                (Principal Executive Officer)

  /s/ Robert P. Brindley       Director, Senior Vice President, Chief Financial
----------------------------        Officer and Secretary (Principal           
    Robert P. Brindley              Financial and Accounting Officer)          

   /s/ Michael J. Sheen        Director, Senior Vice President and Chief
----------------------------        Technical Officer                   
     Michael J. Sheen

 /s/ Shelby H. Carter, Jr.     Director                
----------------------------  
   Shelby H. Carter, Jr.

    /s/ Ernest E. Cook         Director
----------------------------  
      Ernest E. Cook

    /s/ Glen H. Denison        Director
----------------------------  
      Glen H. Denison

/s/ Theodore H. Elliott, Jr.   Director
----------------------------  
 Theodore H. Elliott, Jr.

  /s/ Dr. Peter T. Flawn       Director
----------------------------  
    Dr. Peter T. Flawn

 /s/ G. Thomas Graves III      Director
----------------------------  
   G. Thomas Graves III
INDEX TO EXHIBITS

Exhibit   Description

4.1       Specimen certificate for shares of the Company's common stock, par 
          value $0.01 per share.  Exhibit F to the Company's Registration 
          Statement on Form 8-A dated October 14, 1994, is incorporated
          herein by reference.

4.2       The Company's 1996 Non-Employee Director Stock Option Plan.

5.1       Opinion of Haynes and Boone, L.L.P.  

23.1      Consent of KPMG Peat Marwick, LLP.

23.2      Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1 opinion).

24.1      Power of Attorney (included on the signature page hereto).