Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 * FRAZIER LEON ANTHONY	2. Date of Event Requiring Statement (MM/DD/YYYY) 1/1/2013	3. Issuer Name and Ticker or Trading Symbol GeoEye, Inc. [GEOY]
(Last)        (First)        (Middle) 2325 DULLES CORNER BLVD., SUITE 1000	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) SVP, Marketing /
(Street) HERNDON, VA 20171        (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	7041	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
Stock Option (Right to Buy)	12/13/2011   (1)	12/13/2020	Common Stock	22500	$42.87	D
Stock Option (Right to Buy)	3/8/2012   (2)	3/8/2019	Common Stock	3842	$41.30	D
Stock Option (Right to Buy)	4/18/2013   (3)	4/18/2022	Common Stock	6686	$22.48	D
Restricted Stock Units	3/15/2013   (4)	3/15/2013   (4)	Common Stock	1579	$0.00   (5)	D
Performance Stock Units	3/14/2014   (6)	3/14/2014   (6)	Common Stock	2065	$0.00   (7)	D

Explanation of Responses:
( 1)	Option granted on December 13, 2010 under the Issuer's 2010 Omnibus Incentive Plan and vests in four equal annual installments, which began on December 13, 2011.
( 2)	Option granted on March 8, 2011 under the Issuer's 2010 Omnibus Incentive Plan and vests in four equal annual installments which began on March 8, 2012.
( 3)	Option granted on April 18, 2012 under the Issuer's 2010 Omnibus Incentive Plan and vests in four equal annual installments beginning on April 18, 2013.
( 4)	The restricted stock units were granted under the Company's 2010 Omnibus Incentive Plan and will vest based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2011 and 2012. If the performance criteria is met, the restricted stock units will vest on March 15, 2013.
( 5)	Each restricted stock unit represents a contingent right to receive one share of GEOY common stock.
( 6)	The performance stock units were granted under the Company's 2010 Omnibus Incentive Plan and will vest, if at all, based on the achievement of certain financial performance criteria for fiscal years ending December 31, 2012 and 2013. If the performance criteria is met, no less than 20% and no more than 200% of the target amount of the award (the reported amount) of the performance stock units will vest on March 14, 2014.
( 7)	Each performance stock unit represents a contingent right to receive one share of GEOY common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FRAZIER LEON ANTHONY 2325 DULLES CORNER BLVD. SUITE 1000 HERNDON, VA 20171			SVP, Marketing

Signatures
/s/ Kathleen Guerere, attorney-in-fact		1/8/2013
** 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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