Summary of ION GEOPHYSICAL CORP

Item 3.03. Material Modification to Rights of Security Holders.
The text set forth in Item 2.03 of this Current Report on Form 8-K regarding certain restrictions on dividends and indebtedness and certain financial covenants contained in the Senior Credit Facility, the Bridge Loan Agreement and the Amended and Restated Subordinated Note is incorporated into this item by reference.
Item 7.01. Regulation FD Disclosure.
On December 30, 2008, ION issued a news release announcing the completion of the refinancing transactions. A copy of the press release is attached as Exhibit 99.1.
The information contained in this Item 7.01 and Exhibit 99.1 of this report
(i) is not to be considered "filed" under the Securities Exchange Act of 1934 and (ii) shall not be incorporated by reference into any previous or future filings made by or to be made by ION with the SEC under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(d) Exhibits.

Exhibit Number    Description

     10.1         Assignment Agreement dated as of December 30, 2008 by and among 3226509
                  Nova Scotia Company, ARAM Systems Ltd., Canadian Seismic Rentals Inc.,
                  Maison Mazel Ltd. and ION Geophysical Corporation.

     10.2         Release Agreement dated as of December 30, 2008 by and among ION
                  Geophysical Corporation, 3226509 Nova Scotia Company, ARAM Systems Ltd.,
                  Canadian Seismic Rentals Inc., Maison Mazel Ltd. and the Sellers party
                  thereto.

     10.3         Third Amendment to Amended and Restated Credit Agreement, dated as of
                  December 29, 2008, by and among ION Geophysical Corporation, ION
                  International S.À R.L., the Guarantors and Lenders party thereto and
                  HSBC Bank USA, N.A., as administrative agent.

     10.4         Fourth Amendment to Amended and Restated Credit Agreement and Foreign
                  Security Agreement, Limited Waiver and Release dated as of December 30,
                  2008, by and among ION Geophysical Corporation, ION International S.À
                  R.L., the Guarantors and Lenders party thereto and HSBC Bank USA, N.A.,
                  as administrative agent.

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Exhibit Number    Description

     10.5         Bridge Loan Agreement dated as of December 30, 2008, by and among ION
                  Geophysical Corporation, the Guarantors and Lenders party thereto and
                  Jefferies Finance LLC, as administrative agent, sole bookrunner and sole
                  lead arranger.

     10.6         Amended and Restated Subordinated Promissory Note dated December 30,
                  2008, made by 3226509 Nova Scotia Company in favor of Maison Mazel Ltd.

     99.1         Press Release dated December 30, 2008.

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