Initial Statement of Beneficial Ownership

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Alleyne Carl

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/6/2009 

3. Issuer Name and Ticker or Trading Symbol

GeoEye, Inc. [GEOY]

(Last)        (First)        (Middle)

21700 ATLANTIC BLVD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP, Engineering /

(Street)

DULLES, VA 20166       

(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)

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
Stock Option   4/6/2010   4/5/2019   Common Stock   7500   (1) $23.99   D    
Stock Option   4/6/2010   4/6/2017   Common Stock   2696   (2) $23.99   D    
Restricted Stock Unit   3/15/2012   3/15/2012   Common Stock   1364   (3) $0.00   D    

Explanation of Responses:
( 1)  Company granted 7,500 non-qualifed stock options to Mr. Alleyne as part of his employment package. The shares vest 25% each April 6 of 2010, 2011, 2012 and 2013.
( 2)  Company granted Mr. Alleyne 2,696 options to purchase Common Stock under its Long-Term Incentive Plan ("LTIP"), which will vest 25% each April 6 of 2010, 2011, 2012 and 2013.
( 3)  Company granted Mr. Alleyne 1,364 restricted stock units under its LTIP, which will vest, if at all, based on the financial performance of the Company and will be converted into shares of common stock on March 15, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Alleyne Carl
21700 ATLANTIC BLVD
DULLES, VA 20166

VP, Engineering

Signatures
/s/ William L. Warren as Attorney-in-Fact for Carl Alleyne 4/8/2009
** 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 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.
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