UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Act of 1934
(Amendment No. 1 )
Input Output Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
457652105
(CUSIP Number)
12/31/03
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b) [x ]
Rule 13d-1(cc) [ ]
Rule 12d-1(d) [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
457652105
CUSIP NO.
1. Name of Reporting Person: Daruma Asset Management, Inc.
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only): 13-3831899
2. Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization New York
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,237.200
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9) 6.3%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) IA
1. Name of Reporting Person: Mariko O. Gordon
Social Security No. or I.R.S. Identification Nos. of above persons
(entities only):
2. Check the Appropriate Box if a Member of a Group
(See Instructions) not applicable
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization U.S.A.
Number of 5. Sole Voting Power See Item 4 & Exhibit A
Shares Bene- 6. Shared Voting Power See Item 4 & Exhibit A
Ficially by 7. Sole Dispositive Power See Item 4 & Exhibit A
Owned by Each 8. Shared Dispositive Power See Item 4 & Exhibit A
Reporting
Person With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,237,200
(See Item 4 & Exhibit A)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares[ ]
11. Percent of Class Represented by Amount in Row (9) 6.3%
(See Item 4 & Exhibit A)
12. Type of Reporting Person (See Instructions) HC
Item 1
(a) Name of Issuer
Input Output Inc.
(b) Address of Issuer's Executive Offices:
11104 W. Airport Blvd.
Suite 200
Stafford, TX 77477
Item 2
(a) Name of Person Filing
(i) Daruma Asset Management, Inc.
(ii) Mariko O. Gordon
(b) Address of Principal Office
(i) & (ii): 80 West 40nd Street, 9th Fl
New York, NY 10018
(c) Citizenship: (i) New York (ii) U.S.A.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: (i) 457652105
(ii) not applicable
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 an:
(i) Daruma Asset Management, Inc.:
(d) An Investment Adviser in accordance with
?240.13d-1(b)(1)(ii)(E)
(ii) Mariko O. Gordon
(g) A control person in accordance with
?240.13d-1(ii)(G)
Item 4: Ownership:
The securities covered by this statement are
beneficially owned by one or more investment advisory
clients whose accounts are managed by Daruma Asset
Management, Inc. ("Daruma"). The investment advisory
contracts relating to such accounts grant to Daruma sole
investment and/or voting power over the securities
owned by such accounts. Therefore Daruma may be
deemed to be the beneficial owner of the securities
covered by this statement for purposes of Rule 13d-3 ("Rule
13d-3") under the Securities Act of 1934 (the "1934 Act").
Mariko O. Gordon (the "Principal Shareholder") owns
in excess of 50% of the outstanding voting stock and is
the president of Daruma. The Principal Shareholder
may be deemed to be the beneficial owner of securities
held by persons and entities advised by Daruma for
purposes of Rule 13d-3.
Daruma and the Principal Shareholder each disclaims
beneficial ownership in any of the securities covered by this
statement. Daruma and the Principal Shareholder
are of the view that they are not acting as a "group"
for purposes of Section 13(d) underthe 1934 Act and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities held by any of them or by
any persons or entitiesadvised by Daruma.
(a) Amount beneficially owned: 3,237,20
(See Item 4 & Exhibit A)
(b) Percent of Class: 6.3% (See Item 4 & Exhibit A)
(c) Powers Number of Shares
(i)Sole power to vote or to direct the vote 1,521,700
(See Item 4 & Exhibit A)
(ii)Shared power to vote or to direct the vote 0
(iii)Sole power to dispose or to direct disposition 3,237,200
(See Item 4 & Exhibit A)
(iv)Shared power to dispose or to direct disposition 0
Item 5. Ownership of 5% or less of a class
Not applicable
Item 6. Ownership of more than 5% on behalf of Another Person:
Investment advisory clients of Daruma Asset Management, Inc.
have the right to receive dividends from as well as the proceeds from
the sale of securities covered by this statement.
Item 7. Identification and Classification of the Subsidiary
which acquired the Security being
reported on by the ultimate parent company.
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, we certify to the best of our knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such
purpose or effect. This report shall not be construed as an admission
by the persons filing the report that they are beneficial owners
of any of the securities covered by this report.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 2004
DARUMA ASSET MANAGEMENT, INC.
/s/Mary B. O'Byrne
By: Mary B. O'Byrne
Vice President
Mariko O. Gordon
By: /s/Mary B. O'Byrne
Attorney-in-fact for
Mariko O. Gordon pursuant to
Power of Attorney filed as Exhibit C to this Schedule G
EXHIBIT A
Daruma Asset Management, Inc. ("Daruma") presently holds 3,237,200
shares of Input Output Inc. (the "Issuer") common stock.
Daruma has sole investment discretion over 3,237,200 shares and
sole voting discretion over 1,521,700 shares, which are held for
the benefit of its clients by its separate managed investment
advisory accounts.
The shares were acquired in the ordinary course of business, and
not with the purposeor effect of changing or influencing control
of the Issuer. The filing of this statement should not be construed
as an admission that Daruma is, for the purposes of Sections
13 or 16 of the Securities Exchange Act of 1934, the beneficial
owner of these shares.
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(f)(f) under the Securities Exchange Act
of 1934,as amended, the undersigned hereby agrees to the joint filing
with each other of the foregoing statement on Schedule 13G and to all
amendments thereto and that such statement
and each amendment to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby agree to execute this Agreement
on February 12, 2004
DARUMA ASSET MANAGEMENT, INC.
/s/
By: Mary B. O'Byrne
MARY B. O'BYRNE, Vice President
By: /s/Mariko O. Gordon
Mariko O. Gordon, President
EXHIBIT C
Power of Attorney
Mariko O. Gordon hereby appoints Mary B. O'Byrne her true and lawful
attorney-in-factand agent to execute and file with the Securities
and Exchange Commission any Schedule13G, any amendments thereto or
any related documentation which may be required to be
filed in her individual capacity as a result of her position
as an officer, director or shareholder of Daruma Asset Management,
Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing
which she might or could do in person, hereby ratifies and confirms
all that said attorney-in-fact and agent may lawfully do or cause
to be done by virtue hereof.
/s/Mariko O. Gordon
MARIKO O. GORDON