##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
 ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF SECURITIES EXCHANGE ACT OF
    1934
  For the fiscal year ended December 31, 2006
  Commission File Number
    000-50933
  GeoEye, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State of other
    jurisdiction of
    Incorporation or organization)

20-2759725(IRS Employer
    Identification Number)21700 Atlantic Blvd 
    Dulles, VA

20166(Zip Code)(Address of principal executive
    office)   Registrants telephone number, including area code:
 (703) 480-7500
 Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNone

N/A   Securities Registered Pursuant to Section 12(b) of the
    Act:
 Common Stock, Par Value $0.01
  þ o
  Regulation S-K Form 10-K Form 10-K.  Yes o þ
  o þ
  o þ
  Rule 12b-2 o þ
    o þ o
    þ o
    DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 



TABLE OF
    CONTENTS
  
  Item



PageItem 1


Business


2Item 1A


Risk
    Factors


14Item 1B


Unresolved Staff
    Comments


20Item 2


Properties


20Item 3


Legal
    Proceedings


20Item 4


Submission of
    Matters to a Vote of Security Holders


20Item 5


Market for the
    Registrants Common Equity and Related Stockholder
    Matters


20Item 6


Selected Financial
    Data


23Item 7


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


24Item 7A


Quantitative and
    Qualitative Disclosures About Market Risk


36Item 8


Financial
    Statements and Supplementary Data


37Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


71Item 9A


Controls and
    Procedures


71Item 9B


Other
    Information


73Item 10


Directors,
    Executive Officers and Corporate Governance


73Item 11


Executive
    Compensation


73Item 12


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


73Item 13


Certain
    Relationships and Related Transactions, and Director
    Independence


73Item 14


Principal
    Accountant Fees and Services


73Item 15


Exhibits and
    Financial Statement Schedules


74




---



##### 



PART I
 Item 1.  Business.  Overview
    GeoEye-1. GeoEye-1
  end-to-end
  GeoEye-1
  703-480-7500.
  Available
    Information
  www.geoeye.com. Investor Relations Form 10-K, Form 10-Q, Form 8-K Investor Relations Corporate Governance
 2




---



##### 



(703) 480-7500.
  1-800-SEC-0330. www.sec.gov
  Company
    History
             3




---



##### 



Corporate
    Structure
        The
    NextView Program
   4




---



##### 



GeoEye-1. GeoEye-1
  GeoEye-1 GeoEye-1
  GeoEye-1 GeoEye-1 15-20 percent
  18-month GeoEye-1.
  Remote Imagery
    Industry
     5




---



##### 



10-minute
    Products
    and Services
  Up-to-date
 6




---



##### 



Satellite
    and Ground System Operations
    
    Three advanced-technology low-Earth orbit, imaging satellites
    carrying sophisticated sensors that collect specific types of
    land and ocean data;
    a central
    U.S.-based
    ground system that controls the satellites and that receives,
    processes and archives their imagery, and includes electronic
    cataloging and distribution capabilities; and
    international regional distributor satellite receiving and
    distribution centers with direct downlinking capabilities. 7




---



##### 



IKONOS

OrbView-3

OrbView-2Principal Applications

National Security, Mapping, Oil
    and Gas, Agriculture, Land Use, Land Planning

National Security, Mapping, Oil
    and Gas, Agriculture, Land Use, Land Planning

Weather, Fishing, Agricultural,
    Scientific ResearchBest Ground Resolution

0.82 m Panchromatic, 3.2 m
    Multispectral

1 m Panchromatic, 4 m Multispectral

1 km to 4 km MultispectralScene Width

11 km

8 km Panchromatic and Multispectral

2,800 kmImage Area (or Swath)

121 km(2)

64 km(2)

N.A.On-Board Storage

80 Gigabytes

32 Gigabytes

128 MegabytesRevisit Time

3 Days

3 Days

1 DayOrbital Altitude

680 km

470 km

705 km   GeoEye-1. GeoEye-1
  IKONOS
    OrbView-3
      GeoEye-1
  GeoEye-1 GeoEye-1
 8




---



##### 



GeoEye-1 back-ups, GeoEye-1 back-up
  OrbView-2
  tm
  Ground
    Operations Centers and Image Processing Facilities
          GeoEye-1
 9




---



##### 



Backlog
  GeoEye-1 construction GeoEye-1 construction GeoEye-1, GeoEye-1
  Competition
            Seasonality
  take-or-pay
 10




---



##### 



Employees
      Regulation
    United
    States Regulation
  General. non-U.S. government
  DoC regulation.
  GeoEye-1.
 11




---



##### 



and/or and/or
    FCC regulation.
      10-year
  GeoEye-1 GeoEye-1
 12




---



##### 



GeoEye-1 Geo-Eye-1in GeoEye-1.
  GeoEye-1
  Export Controls and Security Clearance
    Regulation.
    Future Developments.
  International
    Regulation
    
    International Telecommunication Union (ITU)
    regulations, which define for each service the technical
    operating parameters, including maximum transmitter power,
    maximum interference to other services and users, and the
    minimum interference the user must operate under for that
    service;
    the Intelsat and Inmarsat agreements, which require that
    operators of international satellite systems demonstrate that
    they will not cause technical harm to Intelsat and
    Inmarsat; and
    regulations of foreign countries that require satellite
    operators to secure appropriate licenses and operational
    authority to use the required spectrum in each country.  and/or GeoEye-1 and/or
 13




---



##### 



and/or GeoEye-1 GeoEye-1.
  GeoEye-1
      Special
    Note Regarding Forward-Looking Statements
  Form 10-K, Form 10-K
  Item 1A.
    Risk
    Factors.  We
    depend on contracts with U.S. government agencies for a
    substantial portion of our revenues. These government agencies
    can terminate their contracts at any time.
  GeoEye-1.
 14




---



##### 



Our
    NextView imagery purchasing contract is a firm fixed-price
    contract which could subject us to losses in the event that we
    have cost overruns.
    We may
    encounter further program delays in connection with the
    construction and launch of
    GeoEye-1.
  GeoEye-1 GeoEye-1 GeoEye-1 GeoEye-1
  We
    cannot assure you that our satellites will operate as
    designed.
   15




---



##### 



back-ups. GeoEye-1 back-up
  GeoEye-1 GeoEye-1
  GeoEye-1 GeoEye-1
  Satellites
    have limited useful lives and are expensive to
    replace.
    Satellite

Design LifeOrbView-2

71/2 years
    (launched in August 1997)IKONOS

7 years, extended to
    8.3 years (launched in September 1999)OrbView-3

5 years (launched in June
    2003)GeoEye-1

7 years (anticipated launch
    during the second half of 2007)     GeoEye-1, GeoEye-1. high-resolution
 16




---



##### 



Limited
    insurance coverage and availability may prevent us from
    obtaining insurance to cover all risks of loss.
  GeoEye-1. GeoEye-1, GeoEye-1.
    We
    cannot assure you that the market will accept our products and
    services.
  GeoEye-1,
    We may
    not successfully compete in the remote imaging
    industry.
     17




---



##### 



Failure
    to obtain or maintain regulatory approvals could result in
    service interruptions or could impede us from executing our
    business plan.
  FCC Approvals.
  GeoEye-1 GeoEye-1
  Other Domestic Approvals.
   18




---



##### 



International Registration and Approvals.
  and/or GeoEye-1. GeoEye-1
    Foreign
    distributors and domestic value-added resellers may not expand
    commercial markets.
  GeoEye-1
    Our
    international business exposes us to risks relating to increased
    regulation and political or economic instability in foreign
    markets.
    
    changes in domestic and foreign governmental regulations and
    licensing requirements
    deterioration of relations between the United States and a
    particular foreign country 19




---



##### 




    increases in tariffs and taxes and other trade barriers
    changes in political and economic stability, including
    fluctuations in the value of foreign currencies, which may make
    payment in U.S. dollars, as provided for under our existing
    contracts, more expensive for foreign customers
    difficulties in obtaining or enforcing judgments in foreign
    jurisdictions.    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II
  Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters.  over-the-counter
 20




---



##### 



Market Prices (Low  High)Quarter

2006Third

$14.93  $16.10Fourth

$15.51  $22.00Year

$14.93  $22.00       Stock
    Performance Graph
   21




---



##### 



COMPARISON
    OF CUMULATIVE TOTAL RETURN
    AMONG GEOEYE, INC., 
    NASDAQ MARKET INDEX AND A PEER GROUP
  
 ASSUMES $100 INVESTED ON
    JAN. 13, 2004
    ASSUMES DIVIDEND REINVESTED 
    FISCAL YEAR ENDING DEC. 31, 2006
  1/13/04


12/31/04


12/31/05


12/31/06GeoEye, Inc.



100.00




91.36




54.07




95.56Peer Group Index



100.00




99.26




97.41




114.34NASDAQ Market Index



100.00




108.41




110.79




122.16   Form 10-K,
 22




---



##### 



Item 6.
    Selected
    Financial Data.    90-7, (SOP 90-7) Form 10-K,
    Successor Company


Predecessor CompanyYears Ended December 31,2006


2005


2004


2003


2002(In thousands)Statement of Operations
    Data:Revenues

$
151,168


$
40,702


$
31,020


$
9,219


$
15,552Direct expenses


82,837



38,116



33,754



10,697



10,498Gross profit (loss)


68,331



2,586



(2,734
)


(1,478
)


5,054Selling, general and
    administrative expenses


25,103



12,341



11,746



4,744



4,060Asset losses and impairment charges














18,205



5,115Earnings (loss) from operations


43,228



(9,755
)


(14,480
)


(24,427
)


(4,121
)Interest expense, net(1)


21,744



14,083



10,259



1,303



8,085Unrealized gain on derivative
    instrument


(2,636
)


(2,341
)










Loss from early extinguishment of
    debt






2,758











Reorganization items, net(2)














110,019



(18,396
)Earnings (loss) before provision
    for income taxes


24,120



(24,255
)


(24,739
)


84,289



(30,602
)Provision for income taxes


714















Net earnings (loss)


23,406



(24,255
)


(24,739
)


84,289



(30,602
)Earnings (loss) per diluted share


1.08



(1.50
)


(3.80
)


1.73



(1.26
)Other Data:Cash flows from operating
    activities


102,230



125,531



27,500



(2,987
)


(5,118
)Cash flows from investing
    activities


(138,855
)


(179,598
)


(3,530
)


(9,118
)


(1,990
)Cash flows from financing
    activities


9,805



220,006



22,190



20,217



Capital expenditures


110,155



171,757



3,530



21,402



1,990Depreciation and amortization
    expense


28,347



23,191



21,923



3,356



6,454Interest paid in kind(3)










11,903



1,403



   23




---



##### 



PredecessorSuccessor Company


CompanyDecember 31,2006


2005


2004


2003


2002(In thousands)Balance sheet data:Cash and cash equivalents

$
199,684


$
226,504


$
60,565


$
14,405


$
6,293Total assets


691,817



570,266



249,146



153,319



136,578Current liabilities(4)


95,780



54,745



53,749



5,394



247,322Long-term obligations(4)


246,075



245,361



85,018



73,115



Deferred revenue  NextView
    program(5)


184,481



129,625



24,491







Stockholders equity (deficit)


163,118



136,897



85,888



74,810



(221,894
)     (1)
    
    Excludes contractual interest of $26,156 and $19,258 in 2003 and
    2002, respectively.(2)
    
    Reorganization items include the following components:  Predecessor CompanyYears Ended December 31,2003


2002Reorganization items:Gain on debt discharge

$
116,056


$
Write off of unamortized debt
    issuance costs






(11,252
)Professional fees


(6,067
)


(7,218
)Interest earned on accumulated
    cash and cash equivalents during Chapter 11 proceedings


30



74Total reorganization items

$
110,019


$
(18,396
)     (3)
    
    Interest expense paid in kind in 2004 consisted of interest on
    the ORBIMAGE Senior Notes and the ORBIMAGE Senior Subordinated
    Notes, all of which was paid in kind from the date of issuance
    until December 31, 2004. Interest expense paid in kind in
    2003 consisted of interest on debt incurred for the purchase of
    insurance coverage for the OrbView-3 satellite.(4)
    
    The Predecessor Company defaulted on its senior note obligations
    which caused them to be reclassified as current liabilities at
    December 31, 2002. These senior notes were cancelled by the
    U.S. Bankruptcy Court effective December 31, 2003.(5)
    
    Represents cost share amounts received by NGA, which are
    deferred until
    GeoEye-1 is
    placed into service and will then be recognized as revenue on a
    straight-line basis over the imagery delivery term of the
    program.   Item 7.
    Managements
    Discussion And Analysis of Financial Condition And Results Of
    Operations.  The following discussion and analysis should be read in
    conjunction with Selected Historical Consolidated
    Financial and Operating Data, and our audited and
    unaudited consolidated financial statements and notes thereto
    appearing elsewhere in this Report.
  Overview
   24




---



##### 



GeoEye-1. GeoEye-1
        Business Combinations.
  out-of-pocket
         25




---



##### 



NextView Program. GeoEye-1. GeoEye-1
  GeoEye-1 GeoEye-1 GeoEye-1
  GeoEye-1 GeoEye-1
  15-20 percent
  GeoEye-1 GeoEye-1
  Organization Structure.
 26




---



##### 



Industry
    and Business Considerations
    and/or
   27




---



##### 



Critical
    Accounting Policies
    Revenue Recognition and Contract
    Accounting. take-or-pay GeoEye-1
  units-of-delivery
 28




---



##### 



Receivables.
  Long-Lived Assets.
    Goodwill.
 29




---



##### 



Results
    of Operations
  Revenues.
    Direct Expenses.
    Selling, General and Administrative
    Expenses.
   30




---



##### 



Interest Expense, net.
    Loss from Early Extinguishment of Debt. GeoEye-1
  Unrealized Gain on Derivative Instrument.
  Provision (Benefit) for Income Taxes.
  Backlog. GeoEye-1
 31




---



##### 



GeoEye-1 GeoEye-1, GeoEye-1
  Liquidity
    and Cash Flows
        out-of-pocket GeoEye-1 GeoEye-1
   32




---



##### 



GeoEye-1
  GeoEye-1
     33




---



##### 



back-ups. GeoEye-1 back-up
  GeoEye-1
    Capital
    Structure and Resources
   34




---



##### 



Payments Due by PeriodLess Than








AfterTotal


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Long-term debt

$
462,156


$
49,969


$
71,562


$
72,500


$
268,125Operating lease commitments


6,050



1,265



2,228



998



1,559Total contractual cash
    obligations(1)

$
468,206


$
51,234


$
73,790


$
73,498


$
269,684     (1)
    
    Excludes annual post-launch OrbView-3 on orbit payments of up to
    $1.275 million per year for three years for which actual
    payment amounts are contingent on satellite performance metrics,
    and includes interest expense associated with the Companys
    long-term debt instruments.        Recent
    Accounting Pronouncements
   35




---



##### 



Accounting for Uncertainty in Income Taxes
  Fair Value Measurements,
  The Fair Value Option for Financial Assets and
    Financial Liabilities. contract-by-contract
  Item 7A.
    Quantitative
    and Qualitative Disclosure of Market Risk   36




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  GEOEYE,
    INC.
  INDEX TO
    FINANCIAL STATEMENTS
  PageReport of
    Independent Registered Public Accounting Firm on Internal
    Control over Financial Reporting


38Report of
    Independent Registered Public Accounting Firm


39Consolidated
    Statements of Operations  Years Ended
    December 31, 2006, 2005 and 2004


40Consolidated
    Balance Sheets  December 31, 2006 and
    2005


41Consolidated
    Statements of Cash Flows  Years Ended
    December 31, 2006, 2005 and 2004


42Consolidated
    Statements of Stockholders Equity  Years Ended
    December 31, 2006, 2005 and 2004


43Notes to
    Consolidated Financial Statements


44  37




---



##### 



Report of
    Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting      Internal Control 
    Integrated Framework
            
    38




---



##### 



Report of
    Independent Registered Public Accounting Firm              Internal Control 
    Integrated Framework
  
    39




---



##### 



GEOEYE,
    INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended December 31,2006


2005


2004(In thousands, except share data)Revenues

$
151,168


$
40,702


$
31,020Direct expenses


82,837



38,116



33,754Gross profit (loss)


68,331



2,586



(2,734
)Selling, general and
    administrative expenses


25,103



12,341



11,746Earnings (loss) from operations


43,228



(9,755
)


(14,480
)Interest expense, net


21,744



14,083



10,259Loss from early extinguishment of
    debt






2,758



Unrealized gain on derivative
    instrument


(2,636
)


(2,341
)


Earnings (loss) before provision
    for income taxes


24,120



(24,255
)


(24,739
)Provision for income taxes


714







Net earnings (loss)

$
23,406


$
(24,255
)

$
(24,739
)Earnings (loss) per common
    share  basic

$
1.34


$
(1.50
)

$
(3.80
)Earnings (loss) per common
    share  diluted

$
1.08


$
(1.50
)

$
(3.80
)    40




---



##### 



GEOEYE,
    INC.
  CONSOLIDATED BALANCE SHEETS
  December 31,2006


2005(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
199,684


$
226,504Receivables net of allowances of
    $610 and $143, respectively


21,208



9,934Other current assets


7,285



1,334Total current assets


228,177



237,772Property, plant and equipment,
    less accumulated depreciation of $12,772 and $7,265, respectively


67,389



33,262Satellites and related rights,
    less accumulated depreciation and amortization of $60,342 and
    $37,514, respectively


328,677



241,829Goodwill


28,490



28,490Intangible assets


18,394



267Other assets


20,690



28,646Total assets

$
691,817


$
570,266LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    expenses

$
20,768


$
5,700Amounts payable to subcontractors


32,721



29,984Accrued interest payable


17,358



17,342Current portion of long term debt


15,146



Current portion of deferred revenue


7,798



596Other current liabilities


1,989



1,123Total current liabilities


95,780



54,745Long-term debt


246,075



245,361Deferred revenue, net of current
    portion


184,481



129,625Other noncurrent liabilities


2,363



3,638Total liabilities


528,699



433,369Commitments and contingenciesStockholders equity:Common stock, par value $0.01;
    50,000,000 shares authorized; 17,475,234 shares and
    17,442,518 shares issued and outstanding at
    December 31, 2006 and 2005, respectively


175



175Additional
    paid-in-capital


188,531



186,137Unearned compensation






(421
)Accumulated deficit


(25,588
)


(48,994
)Total stockholders equity


163,118



136,897Total liabilities and
    stockholders equity

$
691,817


$
570,266    41




---



##### 



GEOEYE
    INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended December 31,2006


2005


2004(In thousands)Cash flows from operating
    activities:Net earnings (loss)

$
23,406


$
(24,255
)

$
(24,739
)Adjustments to reconcile net
    earnings (loss) to net cash provided by operating activities:Depreciation and amortization


28,347



23,191



21,923Amortization of debt discount and
    issuance costs


9,606



1,892



Amortization of intangible assets


3,652



298



187Loss on disposal of fixed assets










465Unrealized gain on derivative
    instrument


(2,636
)


(2,341
)


Loss on early extinguishment of
    debt






2,758



Interest expense paid in kind










11,903Stock compensation


1,169



1,424



3,452Changes in assets and liabilities,
    net of effect of acquisitions:Receivables and other current
    assets


(2,142
)


4,802



(11,993
)Other assets


987



1,044



1,000Accounts payable and accrued
    expenses


(18,501
)


13,222



(773
)Current liabilities


(5,419
)






Noncurrent liabilities


4,854







Deferred revenue


58,907



103,496



26,075Net cash provided by operating
    activities


102,230



125,531



27,500Cash flows from investing
    activities:Capital expenditures


(110,155
)


(171,757
)


(3,530
)Payment for business acquisition,
    net of cash acquired


(28,700
)


(7,841
)


Net cash used in investing
    activities


(138,855
)


(179,598
)


(3,530
)Cash flows from financing
    activities:Issuance of long-term debt


50,000



245,000



Repayment of long term debt


(34,557
)


(85,018
)


Costs associated with long-term
    debt issuance and repayment


(5,670
)


(13,816
)


(10,174
)Issuances of common stock


32



73,840



32,364Net cash provided by financing
    activities


9,805



220,006



22,190Net (decrease) increase in cash
    and cash equivalents


(26,820
)


165,939



46,160Cash and cash equivalents,
    beginning of year


226,504



60,565



14,405Cash and cash equivalents, end
    of year

$
199,684


$
226,504


$
60,565Supplemental cash flow
    information:Interest paid

$
39,195


$
4,295


$
Non-cash items:Capital expenditures

$
(32,721
)

$
(34,625
)

$
(47,545
)Amounts payable to subcontractors


32,721



29,984



47,545    42




---



##### 



GEOEYE
    INC.
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
  Additional








TotalCommon Stock


Paid-In


Unearned


Accumulated


StockholdersShares


Amount


Capital


Compensation


Deficit


Equity(In thousands, except share data)Balance as of December 31,
    2003


6,332,993


$
63


$
78,149


$
(3,402
)

$



$
74,810Net loss


















(24,739
)


(24,739
)Issuance of common stock
    associated with equity offering, net of issuance costs


3,405,001



34



32,330











32,364Issuance of restricted stock


179,084



2



1,894











1,896Compensation attributable to
    vesting of restricted stock














1,557







1,557Balance as of December 31,
    2004


9,917,078



99



112,373



(1,845
)


(24,739
)


85,888Net loss


















(24,255
)


(24,255
)Issuances of common stock


3,275,234



33



31,305











31,338Warrants exercised


4,250,206



43



42,459











42,502Compensation attributable to
    vesting of restricted stock














1,424







1,424Balance as of December 31,
    2005


17,442,518



175



186,137



(421
)


(48,994
)


136,897Net earnings


















23,406



23,406Issuance of warrants in connection
    with debt issuance










1,614











1,614Issuances of common stock


32,716







32











32Amounts attributable to
    stock-based compensation










748



421







1,169Balance as of December 31,
    2006


17,475,234


$
175


$
188,531


$



$
(25,588
)

$
163,118    43




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2006
  (1)  Business
    Operations
           44




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)  Significant
    Accounting Policies
  Basis
    of Presentation
    Use of
    Estimates
    Revenue
    Recognition
  take-or-pay
  units-of-delivery
       45




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock-Based
    Compensation
          Volatility


55.94% - 63.87%Dividend yield


0.0%Risk-free interest rate


4.34% - 4.70%Expected average life


5.5 years - 6.24 yearsExercise price per option


$10.00 - $16.82      46




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004Net loss:Net loss available to common
    stockholders

$
(24,255
)

$
(24,739
)Fair value-based compensation
    cost, net of taxes


(396
)


(95
)Pro forma net loss available to
    common stockholders

$
(24,651
)

$
(24,834
)Loss per common
    share  basicAs reported

$
(1.50
)

$
(3.80
)Pro forma

$
(1.52
)

$
(3.81
)Loss per common
    share  dilutedAs reported

$
(1.50
)

$
(3.80
)Pro forma

$
(1.52
)

$
(3.81
)     Volatility


62.5%Dividend yield


0.0%Risk-free interest rate


3.7%3.9%Expected average life


6.246.33 yearsExercise price per option


$6.50$18.25   Cash
    and Cash Equivalents
    Concentrations
    of Credit Risk
    Inventory
   47




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Recovery
    of Long-Lived Assets
    Goodwill
    and Intangible Assets
      Income
    Taxes
    Derivative
    Instruments and Hedging Activities
    Satellites
    and Related Rights and Property, Plant and
    Equipment
   48




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Ground system assets

8 yearsFurniture and equipment

3 to 7 yearsOrbView-2

71/2
    yearsOrbView-3

5 yearsIKONOS

21/2
    yearsLeasehold improvements

Shorter of estimated useful life
    or lease term   Recent
    Accounting Pronouncements
    Accounting for Uncertainty in Income Taxes
  Fair Value Measurements,
  The Fair Value Option for
    Financial Assets and Financial Liabilities. contract-by-contract
 49




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (3)  Space
    Imaging Acquisition
           50




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash consideration

$
48,986Direct acquisition costs


2,497Total purchase price

$
51,483Allocation of purchase price:Cash and cash equivalents

$
14,942Receivables


11,808Other current assets


3,275Property, plant and equipment


17,891Purchased intangible assets


19,657Other assets


2,111Total assets acquired


69,684Total liabilities assumed


(18,201
)Total purchase price

$
51,483     Amount


LifeContracts/customer relationships

$
17,591



9 yearsTrade name


1,208



5 yearsPatents and other


858



5 yearsTotal

$
19,657



8.6 years     2006


2005Revenues

$
154,459


$
165,313Operating income


45,045



10,561Net earnings (loss)


24,219



(23,054
)Earnings per common
    share Basic

$
1.39


$
(1.33
)Diluted

$
1.12


$
(1.33
)  51




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (4)  NextView
    Program
  GeoEye-1. GeoEye-1 GeoEye-1 GeoEye-1
  GeoEye-1 GeoEye-1
  GeoEye-1 GeoEye-1 15-20 percent
  GeoEye-1
 52




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (5)  Comprehensive
    Income (Loss)
    (6)  Earnings
    (Loss) Per Common Share
    2006


2005


2004Numerator for basic and diluted
    earnings (loss) per common share:Net earnings (loss) available to
    common stockholders

$
23,406


$
(24,255
)

$
(24,739
)Denominator for basic and
    diluted earnings (loss) per common share:Average number of common shares
    outstanding for basic computations


17,416,490



16,213,446



6,513,231Dilutive effect of warrants,
    restricted stock and stock options


4,159,421



(a
)


(a
)Average number of common shares
    outstanding for diluted computations


21,575,911



16,213,446



6,513,231Earnings (loss) per common
    share  basic

$
1.34


$
(1.50
)

$
(3.80
)Earnings (loss) per common
    share  diluted(a)

$
1.08


$
(1.50
)

$
(3.80
)     (a)
    
    All warrants, restricted stock and stock options of the Company
    were antidilutive for the years ended December 31, 2005 and
    2004 because the Company incurred a net loss. There were
    4,003,982 antidilutive securities and 5,173,316 antidilutive
    securities at December 31, 2005 and 2004, respectively.  (7)  Property,
    Plant and Equipment
    2006


2005Land and buildings

$
6,016


$
213Ground system assets


66,113



36,543Furniture and equipment


6,492



2,604Leasehold improvements


1,540



1,167Accumulated depreciation and
    amortization


(12,772
)


(7,265
)Total

$
67,389


$
33,262    53




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (8)  Satellites
    and Related Rights
    2006


2005In service:OrbView-3 satellite

$
93,958


$
93,958IKONOS satellite


9,166



OrbView-2 (operated pursuant to
    License)


3,054



3,054Accumulated depreciation and
    amortization


(60,342
)


(37,514
)45,836



59,498Satellites in process


282,841



182,331Total

$
328,677


$
241,829     back-ups. GeoEye-1 back-up
   54




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (9)  Intangible
    Assets
    WeightedGross





Net


AverageCarrying


Accumulated


Carrying


RemainingAmount


Amortization


Value


Life2006Contracts/customer relationships

$
17,591


$
(1,814
)

$
15,777


8.5 yearsCapitalized archive costs


2,003



(1,263
)


740


0.6 yearsTrade name


1,208



(224
)


984


4.5 yearsPatents and other


1,459



(566
)


893


3.3 yearsTotal intangible assets

$
22,261


$
(3,867
)

$
18,394


5.0 years2005Patents and other

$
482


$
(215
)

$
267


3.0 yearsTotal intangible assets

$
482


$
(215
)

$
267


3.0 years     2007

$
3,3152008


2,4532009


2,3752010


2,3682011


1,966Thereafter


5,917$
18,394   (10)  Income
    Taxes
    2006


2005


2004Current provision:U.S. Federal

$
535


$



$
State


469







1,004







Deferred provision:U.S. Federal


(311
)






State


21







(290
)






Total provision (benefit) for
    income taxes

$
714


$



$
  55




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004U.S. Federal tax at statutory
    rate

$
8,442


$
(8,247
)

$
(8,411
)State income taxes, net


1,243



(1,059
)


(1,041
)Adjustment of deferred tax
    liabilities






8,219



Valuation allowance


(8,179
)


1,399



9,452Other


(792
)


(312
)


Total tax provision

$
714


$



$
     2006


2005Deferred tax assets related to:Net operating loss carryforward

$
64,665


$
73,698Other


2,974



561Deferred tax assets


67,639



74,259Less: valuation allowance


(61,014
)


(69,192
)Deferred tax assets


6,625



5,067Deferred tax liabilities related
    to:Property, plant and equipment


(4,182
)


(4,900
)Amortization


(246
)


(167
)Other


(1,907
)


Deferred tax liabilities


(6,335
)


(5,067
)Net deferred tax assets

$
290


$
    56




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (11)  Debt
    2006


2005Senior Secured Floating Rate Notes

$
250,000


$
250,000Less: unamortized debt discount


(3,925
)


(4,639
)246,075



245,361OISIO Credit Agreement


15,443



Less: unamortized debt discount


(297
)


15,146



Total debt


261,221



245,361Less: current portion


(15,146
)


Total long-term debt

$
246,075


$
245,361   GeoEye-1
    GeoEye-1
   57




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            (12)  Leases
   58




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007

$
1,2652008


1,1662009


1,0622010


9982011


1,025Thereafter


534$
6,050   (13)  Employee
    Benefit Plan
    (14)  Capital
    Stock
    2006


2005Volatility


56.1%



62.5%Dividend yield


0.0%



0.0%Risk-free interest rate


5.0%



4.4%Expected average life


1 year



2 yearsExercise price per warrant

$
28.22


$
28.22    59




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2006


2005


2004Weighted





Weighted





WeightedNumber


Average


Number


Average


Number


Averageof


Exercise


of


Exercise


of


ExerciseWarrants


Price


Warrants


Price


Warrants


PriceOutstanding  beginning
    of year


3,568,741


$
11.63



4,568,947


$
11.27



318,947


$
28.22Granted


500,000



15.00



3,250,000



10.00



4,250,000



10.00Exercised


(510
)


10.00



(4,250,206
)


10.00







Canceled






















Outstanding and
    exercisable  end of year


4,068,231


$
12.04



3,568,741


$
11.63



4,568,947


$
11.27       (15)  Stock
    Incentive Plans
    Stock
    Options
   60




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10-year
    WeightedWeighted


Average


AggregateAverage


Remaining


IntrinsicNumber of


Exercise


Contractual


ValueShares


Price


Term (Years)


(In thousands)Outstanding at December 31,
    2005


295,338


$
7.36Granted


193,000



13.16Exercised


(5,016
)


6.50Forfeited


(21,837
)


6.50Outstanding at December 31,
    2006


461,485



9.84



8.9


$
4,270Exercisable at December 31,
    2006


199,976


$
8.21



7.8


$
2,570     Restricted
    Stock
    Weighted-AverageGrant-DateNonvested Restricted Stock

No. of Shares


Fair ValueNonvested at January 1, 2006


139,903


$
10.62Granted


27,800



14.46Forfeited


(3,500
)


16.20Vested


(125,903
)


9.12Nonvested at December 31, 2006


38,300


$
13.87     (16)  Information
    on Industry Segments and Major Customers
   61




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2006


2005


2004RevenuesImagery

$
118,981


$
23,263


$
20,973Production and Other Services


32,187



17,439



10,047Total revenues

$
151,168


$
40,702


$
31,020Operating profit (loss)Imagery

$
26,948


$
(18,834
)

$
(15,224
)Production and Other Services


16,280



9,079



744Total operating profit (loss)

$
43,228


$
(9,755
)

$
(14,480
)Depreciation and amortizationImagery

$
27,806


$
22,879


$
21,707Production and Other Services


541



312



216Total depreciation and amortization

$
28,347


$
23,191


$
21,923Amortization of intangible assetsImagery

$
3,652


$
90


$
83Production and Other Services






208



104Total amortization of intangible
    assets

$
3,652


$
298


$
187Capital ExpendituresImagery

$
103,572


$
163,132


$
3,172Production and Other Services


6,583



8,625



358Total capital expenditures

$
110,155


$
171,757


$
3,530   December 31,2006


2005


2004Identifiable assetsImagery

$
444,638


$
299,677


$
162,192Production and Other Services


23,963



13,971



13,533Total segment assets


468,601



313,648



175,725Corporate


223,216



256,618



73,421Total identifiable assets

$
691,817


$
570,266


$
249,146     2006


2005


2004Domestic

$
80,996


$
25,392


$
16,567Foreign


70,172



15,310



14,453Total

$
151,168


$
40,702


$
31,020  62




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (17)  Summary
    of Quarterly Information (Unaudited)
  2006 QuartersFirst


Second


Third


Fourth(In thousands, except share data)Revenues

$
30,257


$
35,143


$
43,531


$
42,237Gross profit


9,828



14,957



23,313



20,233Net earnings


552



6,234



10,367



6,253Earnings per diluted share

$
0.03


$
0.29


$
0.48


$
0.28   2005 QuartersFirst


Second


Third


Fourth(In thousands, except share data)Revenues

$
8,659


$
8,501


$
11,197


$
12,345Gross profit (loss)


(241
)


(757
)


1,512



2,072Net loss


(5,522
)


(6,816
)


(6,840
)


(5,077
)Loss per diluted share

$
(0.43
)

$
(0.39
)

$
(0.40
)

$
(0.28
)   (18)  Subsequent
    Event
    (19)  Financial
    Information of Guarantor Subsidiary
   63




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Rule 3-10 Regulation S-X.
 64




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Year Ended December 31, 2006
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
40,728


$
110,781


$
(341
)

$
151,168Direct expenses






38,143



45,035



(341
)


82,837Gross profit






2,585



65,746







68,331Selling, general and
    administrative expenses






13,387



11,716







25,103Earnings (loss) from operations






(10,802
)


54,030







43,228Interest expense (income), net


17,818



(6,027
)


9,953







21,744Unrealized gain on derivative
    instrument


(2,636
)














(2,636
)Equity in earnings of subsidiaries


39,095











(39,095
)


Earnings (loss) before provision
    for income taxes


23,913



(4,775
)


44,077



(39,095
)


24,120Provision for income taxes


507







207







714Net income (loss)

$
23,406


$
(4,775
)

$
43,870


$
(39,095
)

$
23,406  65




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Year Ended December 31, 2005
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Revenues

$



$
40,702


$



$



$
40,702Direct expenses






38,116











38,116Gross profit






2,586











2,586Selling, general and
    administrative expenses


4



12,337











12,341Loss from operations


(4
)


(9,751
)










(9,755
)Interest expense, net


12,880



1,203











14,083Loss from early extinguishment of
    debt






2,758











2,758Unrealized gain on derivative
    instrument


(2,341
)














(2,341
)Equity in earnings of subsidiaries


(13,712
)










13,712



Loss before benefit for income
    taxes


(24,255
)


(13,712
)






13,712



(24,255
)Benefit for income taxes


















Net loss

$
(24,255
)

$
(13,712
)

$



$
13,712


$
(24,255
)  66




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
 December 31, 2006
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
55,056


$
105,056


$
39,572


$



$
199,684Receivables, net






8,351



12,857







21,208Amounts due from related parties


55,107











(55,107
)


Other current assets


3



1,192



6,090







7,285Total current assets


110,166



114,599



58,519



(55,107
)


228,177Property, plant and equipment, net






58,025



9,364







67,389Satellites and related rights, net






322,952



5,725







328,677Investment in subsidiaries


296,345











(296,345
)


Goodwill






28,490











28,490Intangible assets






178



18,216







18,394Other assets


20,481



209











20,690Total assets

$
426,992


$
524,453


$
91,824


$
(351,452
)

$
691,817LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    expenses

$



$
11,692


$
9,076


$



$
20,768Amounts payable to related parties






39,153



15,954



(55,107
)


Amounts payable to subcontractors






32,721











32,721Accrued interest payable


17,292







66







17,358Current portion of long-term debt










15,146







15,146Current portion of deferred revenue






293



7,505







7,798Other current liabilities


507



1,275



207







1,989Total current liabilities


17,799



85,134



47,954



(55,107
)


95,780Long-term debt


246,075















246,075Deferred revenue, net of current
    portion






184,481











184,481Other noncurrent liabilities






2,363











2,363Total liabilities


263,874



271,978



47,954



(55,107
)


528,699Stockholders equity


163,118



252,475



43,870



(296,345
)


163,118Total liabilities and
    stockholders equity

$
426,992


$
524,453


$
91,824


$
(351,452
)

$
691,817  67




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2005
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
52,837


$
173,667


$



$



$
226,504Receivables, net






9,934











9,934Amounts due from related parties


61,663











(61,663
)


Other current assets






1,334











1,334Total current assets


114,500



184,935







(61,663
)


237,772Property, plant and equipment, net






33,262











33,262Satellites and related rights, net






241,829











241,829Investment in subsidiaries


257,250











(257,250
)


Goodwill






28,490











28,490Intangible assets






267











267Other assets


28,173



473











28,646Total assets

$
399,923


$
489,256


$



$
(318,913
)

$
570,266LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    expenses

$
323


$
5,377


$



$



$
5,700Amounts payable to related parties






61,663







(61,663
)


Amounts payable to subcontractors






29,984











29,984Accrued interest payable


17,342















17,342Current portion of deferred revenue






596











596Other current liabilities






1,123











1,123Total current liabilities


17,665



98,743







(61,663
)


54,745Long-term debt


245,361















245,361Deferred revenue, net of current
    portion






129,625











129,625Other noncurrent liabilities






3,638











3,638Total liabilities


263,026



232,006







(61,663
)


433,369Stockholders equity


136,897



257,250







(257,250
)


136,897Total liabilities and
    stockholders equity

$
399,923


$
489,256


$



$
(318,913
)

$
570,266  68




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2006
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operating
    activities

$
2,187


$
39,432


$
60,611


$



$
102,230Cash flows from investing
    activities:Capital expenditures






(108,043
)


(2,112
)






(110,155
)Payment for business acquisition,
    net of cash acquired










(28,700
)






(28,700
)Net cash used in investing
    activities






(108,043
)


(30,812
)






(138,855
)Cash flows from financing
    activities:Issuance of long-term debt










50,000







50,000Repayment of long-term debt










(34,557
)






(34,557
)Long-term debt repayment and
    issuance costs










(5,670
)






(5,670
)Issuance of common stock


32















32Net cash provided by financing
    activities


32







9,773







9,805Net increase (decrease) in cash
    and cash equivalents


2,219



(68,611
)


39,572







(26,820
)Cash and cash equivalents,
    beginning of period


52,837



173,667











226,504Cash and cash equivalents, end
    of period

$
55,056


$
105,056


$
39,572


$



$
199,684  69




---



##### 



GEOEYE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Year Ended December 31, 2005
  UnconsolidatedNon-Guarantor


GuarantorParent


Subsidiary


Subsidiaries


Eliminations


Consolidated(In thousands)Net cash provided by operating
    activities

$
8,092


$
117,439


$



$



$
125,531Cash flows from investing
    activities:Capital expenditures






(171,757
)










(171,757
)Payment for business acquisition


(7,841
)














(7,841
)Net cash used in investing
    activities


(7,841
)


(171,757
)










(179,598
)Cash flows from financing
    activities:Issuance of long-term debt


245,000















245,000Repayment of long-term debt






(85,018
)










(85,018
)Long-term debt repayment and
    issuance costs


(8,774
)


(5,042
)










(13,816
)Issuance of common stock


94



73,746











73,840Net capital contributions to
    subsidiaries


(183,734
)










183,734



Net capital contributions from
    parent






183,734







(183,734
)


Net cash provided by financing
    activities


52,586



167,420











220,006Net increase in cash and cash
    equivalents


52,837



113,102











165,939Cash and cash equivalents,
    beginning of period






60,565











60,565Cash and cash equivalents, end
    of period

$
52,837


$
173,667


$



$



$
226,504  70




---



##### 



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Disclosure
    Controls and Procedures
        Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f)
       71




---



##### 



Internal Control 
    Integrated Framework,
    MATTHEW
    M. OCONNELL
   President, Chief Executive Officer and Director
  HENRY
    E. DUBOIS
   Executive Vice President and, Chief Financial Officer
 (Principal Financial Officer)
  TONY
    A. ANZILOTTI
   Vice President Finance and Corporate Controller
 (Principal Accounting Officer)
 72




---



##### 



Item 9B.
    Other
    Information.    PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Regulation S-K Form 10-K. Regulation S-K Form 10-K. Regulation S-K Form 10-K.
  Regulation S-K Form 10-K.
      Item 11.
    Executive
    Compensation.  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Regulation S-K Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services.  Form 10-K.
 73




---



##### 



Item 15.
    Exhibits
    and Financial Statement Schedules.  Exhibits
  Form 10-K
 74




---



##### 



SIGNATURES
      By:
    /s/  MATTHEW
    M. OCONNELL   President, Chief Executive Officer and Director
      Signature

Title/s/  James
    A.
    AbrahamsonJames
    A. Abrahamson

Chairman of the Board/s/  Matthew
    M.
    OConnellMatthew
    M. OConnell

President, Chief Executive Officer
    and Director
    (Principal Executive Officer)/s/  Henry
    E. DuboisHenry
    E. Dubois

Executive Vice President and Chief
    Financial Officer
    (Principal Financial Officer)/s/  Tony
    A.
    AnzilottiTony
    A. Anzilotti

Vice President Finance and
    Corporate Controller
    (Principal Accounting Officer)/s/  Joseph
    M. AhearnJoseph
    M. Ahearn

Director/s/  James
    R.
    Clapper, Jr.James
    R. Clapper, Jr.

Director/s/  Martin
    C. FagaMartin
    C. Faga

Director/s/  Lawrence
    A. HoughLawrence
    A. Hough

Director/s/  James
    M.
    Simon, Jr.James
    M. Simon, Jr.

Director/s/  William
    W. SpragueWilliam
    W. Sprague

Director  75




---



##### 



INDEX TO
    EXHIBITS
  Exhibit Number

Exhibit Title3
.1*

Certificate of Amendment to
    Certificate of Incorporation of the Company3
.2

Bylaws of the Company
    (incorporated by reference to Exhibit 3.2 to Post-Effective
    Amendment No. 3 to
    Form S-1,
    filed on June 21, 2005 (File
    No. 333-122493))4
.1

Registration Rights Agreement
    dated as of December 31, 2003 (incorporated by reference to
    Exhibit 4.3 to Form 10 filed on September 13,
    2004 (File
    No. 022-28714))4
.2

Form of Warrant 
    Warrants issued December 31, 2003 (incorporated by
    reference to Exhibit 4.4 to Form 10 filed on
    September 13, 2004 (File
    No. 022-28714))4
.3

Registration Rights Agreement
    dated as of November 16, 2004 (incorporated by reference to
    Exhibit 4.5 to Form 10/A filed on December 1,
    2004 (File
    No. 0-50933))4
.4

Form of Warrant 
    Warrants issued November 16, 2004 and to be issued to
    private investors pursuant to backstop commitment, if necessary
    (incorporated by reference to Exhibit 4.6 to Form 10/A
    filed on December 1, 2004 (File
    No. 0-50933))4
.5

Specimen Common Stock Certificate4
.6

Specimen Warrant
    Certificate  Warrants to be issued in the rights
    offering4
.7

Warrant Agreement with The Bank of
    New York, dated as of March 14, 2005 (incorporated by
    reference to Exhibit 4.10 to Post-Effective Amendment
    No. 2 to
    Form S-1,
    filed on March 18, 2005 (File
    No. 333-122493))4
.8

Specimen Warrant Certificate with
    respect to Warrant Agreement dated as of March 14, 2005
    (incorporated by reference to Exhibit 4.8 to Post-Effective
    Amendment No. 2 to
    Form S-1,
    filed on March 18, 2005 (File
    No. 333-122493))4
.9

Indenture, dated as of
    June 29, 2005, between ORBIMAGE Holdings Inc. and The Bank
    of New York, as Trustee (incorporated by reference to
    Exhibit 4.1 to the current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.10

Form of Senior Secured Floating
    Rate Note due 2012 (incorporated by reference to Exhibit A
    to Exhibit 4.1 to the current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.11

Security Agreement, dated as of
    June 29, 2005, between ORBIMAGE Holdings Inc. and the Bank
    of New York, as Collateral Agent (incorporated by reference to
    Exhibit 4.3 to the current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.12

Registration Rights Agreement,
    dated as of June 29, 2005, among ORBIMAGE Holdings Inc.,
    Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC
    (incorporated by reference to the current report on
    Form 8-K,
    filed on July 1, 2005 (File
    No. 000-50933))4
.13

Warrant Agreement, dated as of
    January 10, 2006, between ORBIMAGE Holdings Inc. and The
    Bank of New York, as Warrant Agent (incorporated by reference to
    Exhibit 4.03 to the current report on
    Form 8-K,
    filed on January 12, 2006 (File
    No. 000-50933))4
.14

Specimen Warrant Certificate with
    respect to Warrant Agreement dated as of January 10, 2006
    (incorporated by reference to Exhibit 4.03 to the current
    report on
    Form 8-K,
    filed on January 12, 2006 (File
    No. 000-50933))10
.1*

2006 Omnibus Stock and Performance
    Incentive Plan Of ORBIMAGE Holdings Inc.10
.2

Employment Agreement for Matthew
    OConnell (incorporated by reference to Exhibit 10.6
    to Form 10 filed on September 13, 2004 (File
    No. 022-28714))10
.3

Employment Agreement for William
    Schuster (incorporated by reference to Exhibit 10.15 to the
    Companys
    Form S-1,
    filed February 2, 2004 (file
    no. 333-122493))10
.4*

Employment Agreement for Henry
    Dubois10
.5

Form of Indemnity Agreements for
    Directors and Executive Officers (incorporated by reference to
    Exhibit 10.10 to Form 10 filed on September 13,
    2004 (File
    No. 022-28714))10
.6

Contract
    No. HM1573-04-C-0014
    with U.S. National Geospatial-Intelligence Agency (incorporated
    by reference to Exhibit 10.12 to Form 10/A filed on
    January 27, 2005 (File
    No. 0-50933)) 76




---



##### 



Exhibit Number

Exhibit Title10
.7

Contract
    No. HM1573-04-3-0001
    with U.S. National Geospatial-Intelligence Agency (incorporated
    by reference to Exhibit 10.12 to Form 10/A filed on
    January 27, 2005 (File
    No. 0-50933))21
.1*

Subsidiaries of the Registrant23
.1*

Consent of BDO Seidman, LLP,
    Independent Registered Public Accounting Firm31
.1*

Rule 13a-14(a)
    Certification of Matthew M. OConnell31
.2*

Rule 13a-14(a)
    Certification of Henry E. Dubois31
.3*

Rule 13a-14(a)
    Certification of Tony A. Anzilotti32
.1*

Certification Pursuant to 18
    U.S.C. Section 1350 of Matthew M. OConnell32
.2*

Certification Pursuant to 18
    U.S.C. Section 1350 of Henry E. Dubois32
.3*

Certification Pursuant to 18
    U.S.C. Section 1350 of Tony A. Anzilotti     *
    
    Filed herewith. 77