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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KNAPP A JOHN JR (Last) (First) (Middle) 1811 BERING DRIVE, SUITE 200 (Street) HOUSTON TX 77057 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2008
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2008		M		120,000	A	$2.4	227,476(1)	D
Common Stock 401(k)								1,073(2)	D
Common Stock (SEP-IRA)								480,443	D
Common Stock								10,000	I	Spouse
Common Stock								278,655(3)	I	Andover Group, Inc.
Common Stock								39,500(4)	I	Andover Real Estate
Common Stock								42,000(5)	I	Knapp Children's Trust
Common Stock								10,000(6)	I	Lykes Knapp Family Foundation

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$2.4	02/13/2008		M		120,000		12/15/2007	11/18/2012	Common Stock	120,000	$0	0	D
Employee Stock Option (Right to Buy)	$2.4							12/15/2006	11/18/2012	Common Stock	120,000		120,000	D
Employee Stock Option (Right to Buy)	$2.89							10/31/2005	10/03/2012	Common Stock	120,000		120,000	D
Non-Employee Director Stock Option (Right to Buy)	$2.05							11/04/2001	05/03/2011(7)	Common Stock	5,000		5,000	D
Non-employee Director Stock Option (Right to Buy)	$1.35							09/19/2002	03/18/2012(7)	Common Stock	5,000		5,000	D
Non-employee Director Stock Option (Right to Buy)	$1.195							09/04/2003	03/03/2013(7)	Common Stock	5,000		5,000	D
Non-employee Director Stock Option (Right to Buy)	$2.32							09/09/2004	03/08/2014(7)	Common Stock	5,000		5,000	D
Non-employee Director Stock Option (Right to Buy)	$3.41							09/19/2005	03/18/2015(7)	Common Stock	5,000		5,000	D

Explanation of Responses:

1. The total includes 36,000 restricted shares of Issuer's common stock issued pursuant to the Second Amended and Restated ICO, Inc. 2007 Equity Incentive Plan. All of these restricted shares will vest on August 17, 2010, subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement pursuant to which such restricted shares were granted.

2. These shares represent the Reporting Person's interest in equivalent shares held by the unitized stock fund in the Issuer's 401(k) savings plan ("Plan"). The unitized stock fund consists of the Issuer's common stock (approximately 96% of the fund value) and cash or cash equivalents (approximately 4% of fund value). The amount of shares attributed to the Reporting Person as a Plan participant and expressed as equivalent shares may change from time to time without the volition of the Reporting Person depending on the fair market value of the Issuer's common stock and the amount of cash in the unitized stock fund.

3. Reporting Person is the majority owner of the entity.

4. Reporting Person is the sole owner of this entity.

5. Reporting Person disclaims beneficial ownership of any securities held by this trust.

6. Reporting Person has voting and investment control.

7. Options expire on the earlier of the stated expiration date or thirty days after the optionee ceases to be a director.

Remarks:

	A. John Knapp Jr.	02/14/2008
	** 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).
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