8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 8K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported)   June 4, 1997


                                   ICO, INC.
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             (Exact name of registrant as specified in its charter)


Texas                                0-10068                    75-1619554
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(State or other jurisdiction       (Commission)               (IRS Employer
of incorporation)                  File Number)             Identification No.)


11490 Westheimer, Suite 1000, Houston, Texas                      77077
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(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code   (281) 721-4200


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ITEM 5. OTHER EVENTS

Attached hereto as Exhibit 99.1 is a press release the Company issued on June
4, 1997, which is hereby incorporated by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

  C. EXHIBITS

      99.1  Press Release dated June 4, 1997
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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ICO, Inc.
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                            ICO, INC.



Date:  June 4, 1997                         /s/ DR. ASHER O. PACHOLDER
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                                            Dr. Asher O. Pacholder
                                            Chairman of the Board and
                                            Chief Financial Officer
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                               INDEX TO EXHIBITS


EXHIBIT
NUMBER          DESCRIPTION
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 99.1           Press Release dated June 4, 1997

EX-99.1

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                                                                   EXHIBIT 99.1

                                [ICO LETTERHEAD]


        HOUSTON, TEXAS, June 4, 1997 - ICO, Inc. (NASDAQ-ICOC) announced that
it has entered into an agreement to sell $120,000,000 aggregate principal
amount of its 10 3/8% Senior Notes due 2007 at 100% of the face amount to
eligible purchasers.

        The Notes are being issued and sold in a Rule 144A transaction which is
expected to close on June 9, 1997. The Company intends to use net proceeds from
the offering to refinance outstanding indebtedness of the Company and its
subsidiaries, for capital expenditures and for acquisitions and other general
corporate purposes.

        The Notes are not being registered under the Securities Act of 1933, as
amended (the "Act"), and may not be offered or sold in the United States or to
any U.S. person absent registration under the Act or an applicable exemption
from the registration requirements thereof.

        ICO, Inc. serves the global petrochemical, energy and steel industries
by providing high technology equipment and services for petrochemical processing
and oilfield services.




        The material contains. "Forward-Looking Statements" within the meaning
of section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that involve substantial risks and uncertainties. When
words such as "anticipate", "believe", "intend", "expect", "plan" and similar
expressions are used, they are intended to identify the statements as forward-
looking. Actual results, performance or achievements can differ materially from
results suggested by these forward-looking statements.