SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLOUGHBY WILLIAM C

(Last)

(First)

(Middle)

6250 COVERED BRIDGE ROAD

(Street)

PIPERSVILLE

18947

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ICO INC [ ICOC ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/03/2004		S		10,000	D	$2.3	794,867	D
IRA - Common Stock								4,230	D
Common Stock								71,495	I	Spouse
Common Stock								21,212	I	Custodian For Wm. B. Willoughby
Common Stock								4,898	I	Spouse Custodian of Wm. B. Willoughby
Common Stock								463,238	I	Trust 1 F/B/O WCW
Common Stock								305,693	I	Trust 2 F/B/O WCW
Common Stock								355,539	I	Trust F/B/O CWS
Common Stock								305,692	I	Trust 4 F/B/O CWS

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-employee Stock Option Plan	$2.7							12/21/2001	09/09/2004⁽¹⁾	Common Stock	5,000		5,000	D
Non-employee Stock Option Plan	$1.35	09/03/2004		M			5,000	09/18/2002	09/09/2004⁽¹⁾	Common Stock	5,000	⁽²⁾	0	D
Non-employee Stock Option Plan	$1.195	09/03/2004		M			5,000	09/04/2003	09/09/2004⁽¹⁾	Common Stock	5,000	⁽²⁾	0	D
Non-employee Stock Option Plan	$2.32							09/09/2004	09/09/2004⁽¹⁾	Common Stock	5,000		5,000	D

Explanation of Responses:

1. William C. Willoughby resigned as a director of ICO, Inc. on August 9, 2004 and pursuant to the 1993 Non-employee Stock Option Plan (right to buy), his options expire on September 9, 2004.

2. The closing price of Common Stock on the date of option exercise was $2.30.

Remarks:

	William C. Willoughby	09/08/2004
	** 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.
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