X0303 4/A 2008-09-15 2008-09-17 0 0000353567 ICO INC ICOC 0001312889 Masutti Dario E 141 DIANA DRIVE GLENFIELD, AUCKLAND Q2 NEW ZEALAND 0 1 0 0 Group President - Australasia Common Stock 2008-09-15 4 M 0 700 2.39 A 54700 D Common Stock 2008-09-15 4 S 0 700 6.4014 D 54000 D Common Stock 2008-09-15 4 M 0 900 2.39 A 54900 D Common Stock 2008-09-15 4 S 0 900 6.3956 D 54000 D Common Stock 2008-09-15 4 S 0 653 6.3907 D 53347 D Common Stock 2008-09-16 4 M 0 10249 2.39 A 63596 D Common Stock 2008-09-16 4 S 0 10249 6.35 D 53347 D Employee Stock Option (Right to Buy) 2.39 2008-09-15 4 M 0 1600 0 A 2004-08-09 2014-08-09 Common Stock 1600 6400 D Employee Stock Option (Right to Buy) 2.39 2008-09-16 4 M 0 6400 0 A 2005-08-09 2014-08-09 Common Stock 6400 0 D Employee Stock Option (Right to Buy) 2.39 2008-09-16 4 M 0 3849 0 A 2005-08-09 2014-08-09 Common Stock 3849 4151 D The total includes 24,000 restricted shares of common stock issued pursuant to the ICO, Inc. 2007 Equity Incentive Plan. All of these restricted shares will vest on August 13, 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. The exercises reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2008 and amended September 11, 2008. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2008 and amended September 11, 2008. On September 17, 2008, the reporting person filed a Form 4 reporting a series of transactions made on September 15, 2008 and September 16, 2008. As a result of communication errors on the part of the reporting person's broker, the transactions reported by the reporting person and listed on the original Form 4 filed on September 17, 2008 were in error. This Form 4/A is filed to amend and correctly restate the series of transactions reported on the original Form 4 filed on September 17, 2008. Dario E. Masutti 2008-09-25