- Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ X ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Avista Capital Partners GP, LLC	2. Issuer Name and Ticker or Trading Symbol GEOKINETICS INC [GOK]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 65 EAST 55TH STREET, 18TH FLOOR	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2008
(Street) NEW YORK, NY 10022 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form Filed by One Reporting Person _ X _ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	3/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	3934		12/15/2006	⁽¹⁰⁾	Common Stock	39340	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	3/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	223		12/15/2006	⁽¹⁰⁾	Common Stock	2230	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	6/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	4013		12/15/2006	⁽¹⁰⁾	Common Stock	40130	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	6/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	227		12/15/2006	⁽¹⁰⁾	Common Stock	2270	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	9/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	4093		12/15/2006	⁽¹⁰⁾	Common Stock	40930	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	9/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	232		12/15/2006	⁽¹⁰⁾	Common Stock	2320	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	12/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	4175		12/15/2006	⁽¹⁰⁾	Common Stock	41750	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	12/15/2007 ⁽¹¹⁾		J4 ⁽³⁾	237		12/15/2006	⁽¹⁰⁾	Common Stock	2370	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	3/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	4258		12/15/2006	⁽¹⁰⁾	Common Stock	42580	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	3/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	241		12/15/2006	⁽¹⁰⁾	Common Stock	2410	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	6/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	4343		12/15/2006	⁽¹⁰⁾	Common Stock	43430	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	6/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	246		12/15/2006	⁽¹⁰⁾	Common Stock	2460	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	9/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	4430		12/15/2006	⁽¹⁰⁾	Common Stock	44300	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽²⁾	$25 ⁽⁶⁾	9/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	251		12/15/2006	⁽¹⁰⁾	Common Stock	2510	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽¹⁾	$25 ⁽⁶⁾	12/15/2008		J4 ⁽³⁾	4519		12/15/2006	⁽¹⁰⁾	Common Stock	45190	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-1 Senior Conv. Preferred Stock ⁽⁷⁾	$25 ⁽⁶⁾	12/15/2008		J4 ⁽³⁾	256		12/15/2006	⁽¹⁰⁾	Common Stock	2560	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁷⁾	$25 ⁽⁶⁾	9/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	1011		7/28/2008	⁽¹⁰⁾	Common Stock	1011	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁸⁾	$25 ⁽⁶⁾	9/15/2008 ⁽¹¹⁾		J4 ⁽³⁾	266		7/28/2008	⁽¹⁰⁾	Common Stock	2660	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁷⁾	$25 ⁽⁶⁾	12/15/2008		J4 ⁽³⁾	1919		7/28/2008	⁽¹⁰⁾	Common Stock	19190	⁽³⁾	0 ⁽⁴⁾	I ⁽⁴⁾	See Footnote ⁽⁴⁾ ⁽⁹⁾
Series B-2 Senior Conv. Preferred Stock ⁽⁸⁾	$25 ⁽⁶⁾	12/15/2008		J4 ⁽³⁾	506		7/28/2008	⁽¹⁰⁾	Common Stock	5060	⁽³⁾	0 ⁽⁵⁾	I ⁽⁵⁾	See Footnote ⁽⁵⁾ ⁽⁹⁾

Explanation of Responses:
( 1)	This line reports the issuance of payment in kind dividends for Series B-1 Senior Convertible Preferred Stock ("Series B-1 Preferred Stock") by Geokinetics, Inc. (the "Company") to Avista Capital Partners, L.P. ("Avista"), and is reported by Avista Capital Partners GP, LLC ("Avista GP") on behalf of Avista in accordance with the Remarks below.
( 2)	This line reports the issuance of payment in kind dividends for Series B-1 Preferred Stock by the Company to Offshore, and is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
( 3)	Pursuant to the Amended and Restated Certificate of Designation of Series B Senior Convertible Preferred Stock (the "Certificate"), filed as Exhibit 5 to the Schedule 13D filed by Avista on July 30, 2008, at the option of the Company, dividends payable on shares of (A) Series B-1 Preferred Stock on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-1 Preferred Stock, instead of cash or (B) Series B-2 Senior Convertible Preferred Stock ("Series B-2 Preferred Stock") on any quarterly dividend payment date through and including October 31, 2011, may be paid in additional shares of Series B-2 Preferred Stock, instead of cash. The value of each share of Series B-1 and Series B-2 Preferred Stock paid in lieu of cash shall be equal to the Original Issue Price, which means $250.00 per share for each share of Series B-1 and Series B-2 Preferred Stock (as adjusted for stock splits, stock dividends or the like).
( 4)	Avista directly owns 192,746 shares of Series B-1 Preferred Stock and 97,890 shares of Series B-2 Preferred Stock, and any shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock owned directly by Avista may be deemed to be indirectly owned by Avista GP, the general partner of Avista.
( 5)	Offshore directly owns 50,826 shares of Series B-1 Preferred Stock and 25,812 shares of Series B-2 Preferred Stock. Any shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock owned directly by Offshore may be deemed to be indirectly owned by Avista GP, the general partner of Offshore.
( 6)	The initial conversion price per share for Series B-1 Preferred Stock and Series B-2 Preferred Stock takes into account the 1-for-10 stock split of the Company effective as of November 3, 2006. Thereafter, the price is determined by dividing the liquidation preference amount of $250 for the Series B-1 Preferred Stock by the applicable conversion price, which may be adjusted for dilutive issuances, splits, combinations or the like.
( 7)	This line reports the issuance of payment in kind dividends for Series B-2 Preferred Stock by the Company to Avista, and is reported by Avista GP on behalf of Avista in accordance with the Remarks below.
( 8)	This line reports the issuance of payment in kind dividends for Series B-2 Preferred Stock by the Company to Offshore, and is reported by Avista GP on behalf of Offshore in accordance with the Remarks below.
( 9)	The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any Reporting Person is the beneficial owner of any securities covered by this statement.
( 10)	Not Applicable.
( 11)	Stock certificates for the derivative securities listed in column 5 were delivered by the Company to Avista and Offshore on October 29, 2008.

Remarks:
Remarks - This Form 4 and all previous and subsequent forms filed by Avista, Offshore or Avista GP ("Avista Joint Filing Affiliates")
pursuant to Section 16 of the Securities Exchange Act of 1934 with respect to beneficial ownership in the Company have been
and will continue to be filed jointly so that a filing by any Avista Joint Filing Affiliate is made on behalf of all Avista Joint
Filing Affiliates, regardless of whether any previous Form filed by any Avista Joint Filing Affiliate has indicated such Form is filed
by one reporting person or more than one reporting person. This joint filing arrangement for purposes of filing Forms is consistent
with the Joint Filing Agreement filed with the Securities and Exchange Commission as Exhibit 1 to the Schedule 13D filed by Avista
on September 8, 2006. In accordance with this footnote, this Form 4 is filed by Avista GP, the general partner of Avista and Offshore,
on behalf of Avista and Offshore.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Avista Capital Partners GP, LLC 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners, L.P. 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X
Avista Capital Partners (Offshore), L.P. 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY 10022		X

Signatures
/s/ Ben Silbert, General Counsel		1/9/2009
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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