FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Abrahamson James A 		2. Issuer Name and Ticker or Trading Symbol

GeoEye, Inc. [ GEOY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2325 DULLES CORNER BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2013
(Street)

HERNDON, VA 20171
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/31/2013     D    200   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units     (2) 1/31/2013     D         17798      (3)   (4) Common Stock   17798   $0.00   0   D    

Explanation of Responses:
( 1)  Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended ("Merger"), between DigitalGlobe, Inc. ("DigitalGlobe"), GeoEye, Inc., and the parties named therein, Issuer common stockholders had the right to elect to receive consideration of either: (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, (ii) 100% of the consideration in cash ($20.27) or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of Issuer common stock they own, with the amount of cash and stock subject to proration as set forth in the merger agreement. Assumes that the shares of Issuer common stock owned by the Reporting Person were exchanged for 1.425 shares of DigitalGlobe common stock upon consummation of the merger.
( 2)  There is no exercise price to convert the Deferred Stock Units ("DSUs") into stock. Each vested DSU is convertible into common stock on a one DSU to one share basis six months after the director separates from service on the Board. The Reporting Person will acquire the right to receive 20,236 shares of DigitalGlobe, Inc. common stock, after taking into effect the conversion of the DSU at the mixed consideration rate of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
( 3)  DSUs vest 50% each six months following the date of grant and accelerate at a change-in-control; vested DSUs will be converted into shares of common stock on a one DSU to one share basis six months after a director's separation from the Board.
( 4)  Vested DSUs have no expiration date. While a director is in service, DSUs vests 50% each six months from the grant date. Once a director separates from service, any unvested DSUs expire. All vested DSUs convert into a shares of common stock, on a one-to-one basis, six months after a director separates from service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Abrahamson James A
2325 DULLES CORNER BLVD.
HERNDON, VA 20171 		X



Signatures
/s/ Kathleen Guerere, attorney-in-fact 2/4/2013
** 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 4(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.
Geoeye, Inc. (MM) (NASDAQ:GEOY)
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Geoeye, Inc. (MM) (NASDAQ:GEOY)
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