FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

POWERS MATTHEW R

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/6/2017 

3. Issuer Name and Ticker or Trading Symbol

ION GEOPHYSICAL CORP [IO]

(Last)        (First)        (Middle)

2105 CITYWEST BLVD., SUITE 100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
General Counsel & Corp Secy /

(Street)

HOUSTON, TX 77042       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2282   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   9/1/2014   (1) 9/1/2023   Common Stock   333   $71.85   D    
Employee Stock Option (right to buy)   12/1/2014   (1) 12/1/2023   Common Stock   333   $57.90   D    
Employee Stock Option (right to buy)   3/1/2015   (1) 3/1/2024   Common Stock   500   $61.05   D    
Employee Stock Option (right to buy)   3/1/2017   (1) 3/1/2026   Common Stock   5000   $3.10   D    
Cash-Settled Stock Appreciation Rights   3/1/2017   (2) 3/1/2026   Common Stock   10000   $3.10   D    

Explanation of Responses:
(1)  The options became/become exercisable in four equal annual installments beginning on the date specified in Column 2.
(2)  The stock appreciation rights became/become exercisable in three equal annual installments beginning on the date specified in Column 2.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
POWERS MATTHEW R
2105 CITYWEST BLVD., SUITE 100
HOUSTON, TX 77042


General Counsel & Corp Secy

Signatures
Rebecca F. Sacco, attorney-in-fact 9/13/2017
** 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 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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