EX-24.TXT 2 rrd245206_276736.htm POWER OF ATTORNEY rrd245206_276736.html
POWER OF ATTORNEY


      WHEREAS, the undersigned may be required to make filings
with the Securities and Exchange Commission (the "Commission")
under Section 16 of the Securities Exchange Act of 1934, as amended
(the "Act"), and the rules and regulations of the Commission
promulgated thereunder, relating to his equity ownership in Omega
Protein Corporation (the ACompany@);

      NOW, THEREFORE, the undersigned, in his capacity as an
officer of the Company, does hereby appoint Joseph L. von
Rosenberg III, Robert W. Stockton and John D. Held , and each of
them severally, as his true and lawful attorney or attorneys-in-fact
with full power of substitution and resubstitution, to execute in his
name, place and stead, Forms 3, 4 or 5 and other similar Forms, as
may be required or necessary or desirable under Section 16 of the
Act, and any and all documents necessary or incidental in connection
therewith, including without limitation any amendments thereto, and
to file the same with the Commission and any applicable stock
exchange or other applicable regulatory authority.  Each of said
attorneys-in-fact shall have full power and authority to do and
perform in the name and on behalf of the undersigned in any and all
capacities, every act whatsoever necessary or desirable to be done in
the premises as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby
ratifying and confirming the acts that said attorneys-in-fact and each
of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this
power of attorney as of the 28th  day of April, 2010.


                          __/s/ Bret Scholtes________________
					BRET SCHOLTES