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                                   EXHIBIT 4.7

                               INPUT/OUTPUT, INC.
                      NON-EMPLOYEE DIRECTORS' RETAINER PLAN

         WHEREAS, the Board of Directors (the "Board") deems it to be in the
best interest of Input/Output, Inc., a Delaware corporation (the "Company"), to
permit the members of the Board of Directors of the Company who are not
employees of the Company to receive all or any portion of their annual retainer
from the Company for service as director in shares of common stock, par value
$0.01 per share, of the Company ("Common Stock");

NOW, THEREFORE, BE IT

                 RESOLVED, at the direction of the Board, the Company
         shall pay an annual stipend of $15,000, as such amount may be
         amended from time to time at the discretion of the Board, to
         each director who is not an employee of the Company (each, a
         "Non-Employee Director"); furthermore, each Non-Employee
         Director serving as chairman of a standing committee of the
         Board shall be entitled to receive an additional annual
         stipend of $3,000, as such amount may be amended from time to
         time at the discretion of the Board, for such service in such
         capacity; such annual stipend amounts (and any such other
         amount(s), as determined from time to time by the Board)
         payable to each Non-Employee Director are herein referred to
         (collectively, where applicable) as the "Annual Retainer" for
         that director; and, be it

                 FURTHER RESOLVED, that effective for calendar years
         beginning on or after January 1, 2001, and subject to the
         following terms and conditions, each Non-Employee Director may
         elect that all or any designated portion of his Annual
         Retainer be paid to him in shares of Common Stock ("Shares")
         in lieu of cash:


                           (i) Each Non-Employee Director
                  desiring to receive Shares must elect and
                  designate (each an "Election") on or before
                  the last day of each calendar year which, if
                  any, portion of his Annual Retainer
                  (expressed in whole dollars) for the
                  succeeding calendar year will be paid to him
                  in Shares; provided however, that for the
                  Annual Retainer to be paid with respect to
                  the seven months commencing June 1, 2001,
                  such Election may be made on or before May
                  15, 2001; and that for any newly-elected or
                  newly-appointed Non-Employee Director, such
                  initial Election may be made within ten (10)
                  days after his becoming a member of the
                  Board; any such Election so made shall
                  remain in effect with respect to such
                  calendar year and for subsequent calendar
                  years unless and until that Election is
                  revoked or modified prior to January 1st of
                  the particular calendar year as to which
                  such revocation or modification pertains;


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                           (ii) The Company shall cause to be
                  issued to each Non-Employee Director who has
                  made an Election and who has continued to
                  hold office for the portion of the calendar
                  year through the date of payment of the
                  Annual Retainer, a stock certificate
                  representing Shares equal to (i) the
                  designated portion of the Annual Retainer to
                  be paid in Shares divided by (ii) the Fair
                  Market Value (as defined below) per Share as
                  of the close of business on the payment
                  date; such issuance shall be made within ten
                  (10) business days after such payment date,
                  whereupon the Non-Employee Director shall
                  become a stockholder of the Company with
                  respect to such Shares;

                           (iii) The payment date of the Annual
                  Retainer for each year shall be the date of
                  the Annual Meeting of the Stockholders of
                  the Company, except for the year beginning
                  January 1, 2001, in which case, the payment
                  date shall be May 15, 2001;

                           (iv) No fractional Shares shall be
                  issued to any Non-Employee Director; any
                  fraction of a Share resulting from any
                  Election shall be paid in cash; and

                           (v) Any Shares to be issued to
                  Non-Employee Directors pursuant to these
                  resolutions shall be transferred from the
                  available shares of Common Stock held in the
                  treasury of the Company; and, be it

                  FURTHER RESOLVED, that for purposes of these resolutions:

                           (i) the "Proper Officers" shall
                  mean any of the Company's Chief Executive
                  Officer, President and any Vice President;
                  and


                           (ii) "Fair Market Value" shall mean
                  the per share fair market value of Common
                  Stock as determined by such methods or
                  procedures as shall be established from time
                  to time by the Committee; unless otherwise
                  determined by the Committee in good faith,
                  the per share Fair Market Value of Common
                  Stock as of a particular date shall mean (i)
                  the closing sales price per share of Common
                  Stock on the national securities exchange or
                  national quotation service on which the
                  Common Stock is principally traded or
                  quoted, for the last preceding date on which
                  there was


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                  a sale of such Common Stock on such exchange
                  or quoted on such quotation service, or (ii)
                  if the shares of Common Stock are then
                  traded in an over-the-counter market for
                  which closing price information is not
                  generally available, the average of the
                  closing bid and asked prices for the shares
                  of Common Stock in such over-the-counter
                  market for the last preceding date on which
                  there was a sale of such Common Stock in
                  such market, or (iii) if the shares of
                  Common Stock are not then listed on a
                  national securities exchange or national
                  quotation service or traded in an
                  over-the-counter market, such value as the
                  Committee, in its sole discretion, shall
                  determine; and, be it

                  FURTHER RESOLVED, that the arrangement covered by these
         resolutions shall be referred to as the "Input/Output, Inc.
         Non-Employee Directors' Retainer Plan;" (the "Plan") and that the
         approval of such Plan by the Board shall be deemed the approval by the
         board of directors of the issuer of the transactions involving grants,
         awards or other acquisitions from such issuer as prescribed under Rule
         16b-3(d)(1) promulgated by the Securities and Exchange Commission under
         the Securities Exchange Act of 1934; and, be it

                  FURTHER RESOLVED, that the Proper Officers be and hereby are
         authorized and directed to reserve for issuance under the Plan,
         pursuant to the terms and subject to the conditions set forth in the
         Plan, 100,000 shares of Common Stock; and, be it

                  FURTHER RESOLVED, that the Board of Directors of the Company
         may cancel, terminate, amend or modify the Plan in any respect at any
         time for any reason, provided that any such termination, amendment or
         modification to the Plan shall not adversely affect in any material way
         any outstanding Election in effect for the then-current calendar year,
         without the written consent of such electing Non-Employee Director;
         and, be it

                  FURTHER RESOLVED, that the Proper Officers be and hereby are
         authorized to prepare or cause to be prepared, to execute on behalf of
         the Company and to file a registration statement on Form S-8 (together
         with schedules and exhibits thereto, the "Registration Statement") with
         the Securities and Exchange Commission (the "Commission") to register
         under the Securities Act of 1933, as amended (the "Act"), 100,000
         shares (the "Shares") of Common Stock issuable or deliverable from time
         to time under the Plan; that the Proper Officers and directors of the
         Company be and hereby are authorized and directed to prepare or cause
         to be prepared, to execute and to file with the Commission any and all
         necessary amendments to the Registration Statement required under the
         Act, together with all exhibits and documents or supplemental
         information relating thereto, all in such form as may be approved by
         the officers and directors of the Company executing the same; and that
         any such action heretofore taken in connection therewith be and hereby
         is approved, adopted, ratified and confirmed; and, be it

                  FURTHER RESOLVED, that each officer and director of the
         Company required to execute the Registration Statement or any
         amendment(s) thereto to be filed with the Commission be and hereby are
         authorized to execute a power of attorney appointing Messrs. Timothy J.
         Probert or C. Robert Bunch, or either of


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         them, as his true and lawful attorneys to do any and all acts and
         things in his name and on his behalf in his capacity as a director or
         officer, and to execute any and all instruments for him and in his
         name, which said attorneys and agents, or either of them, may deem
         necessary or advisable to enable the Company to comply with the Act,
         and any rules, regulations and requirements of the Commission, in
         connection with the filing of the Registration Statement, including
         specifically without limitation, power and authority to sign any and
         all amendments thereto for him; and that any such action heretofore
         taken in connection therewith be and hereby is approved, adopted,
         ratified and confirmed; and, be it

                  FURTHER RESOLVED, that C. Robert Bunch be and hereby is
         appointed the Company's agent for service in connection with the
         registration of the Shares under the Act as contemplated by the
         foregoing resolutions; and, be it

                  FURTHER RESOLVED, that the Proper Officers be and hereby are
         authorized and directed to take any and all actions which any one or
         all of them may deem necessary or advisable to effect the registration
         or qualification of all or part of the Shares for offer and sale under
         the securities or Blue Sky laws of any of the states or territories of
         the United States of America, and in connection therewith, to execute,
         acknowledge, verify, deliver, file and publish all such applications,
         reports, issuer's covenants, resolutions, consents to service of
         process or appointments of the state or other appropriate officials for
         the purpose of receiving and accepting service of process on the
         Company and such other documents as may be required under such laws,
         and to take any and all further actions which they may deem necessary
         or advisable to maintain any such registration or qualification for as
         long as they deem the same to be in the best interest of the Company;
         and that any such action heretofore taken in connection therewith be
         and hereby is approved, adopted, ratified and confirmed; and, be it

                  FURTHER RESOLVED, that the form of any additional resolution
         required in connection with the appropriate qualification or
         registration of the Shares for offer and sale under such securities or
         Blue Sky laws be and hereby is approved and adopted; provided that the
         Proper Officers, on the advice of counsel, consider the adoption
         thereof necessary or advisable, in which case, the Secretary of the
         Company is hereby directed to insert as an appendix hereto a copy of
         such resolution, which shall thereupon be deemed to have been adopted
         by this Board of Directors with the same force and effect as if it were
         set out verbatim herein; and, be it

                  FURTHER RESOLVED, that the Proper Officers, and such other
         appropriate officers of the Company, be and hereby are authorized and
         directed to make, execute, provide and deliver any and all documents,
         applications, certificates, representations, payments, notices and
         other instruments, agreements and documents, and to take any and all
         other action which, in the opinion of the Proper Officers, are or may
         be necessary, advisable or appropriate

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         in connection with, or to consummate any of the transactions
         contemplated in the foregoing resolutions, all of which actions to be
         taken, or previously taken, be and hereby are ratified and confirmed in
         all respects.