SEC FORM 4/A

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^*

Masutti Dario E

(Last)

(First)

(Middle)

141 DIANA DRIVE

(Street)

GLENFIELD, AUCKLAND

(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
X	Officer (give title below)	Other (specify below)
	Group President - Australasia

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/22/2008

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	09/18/2008		S⁽³⁾		7,500	D	$6.35	45,847⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		21,847	D	$6.3803	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		4,151	A	$2.39	28,151⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		4,151	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		8,000	A	$2.39	32,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		8,000	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		8,000	A	$2.39	32,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		8,000	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		4,000	A	$2.45	28,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		4,000	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		4,000	A	$2.45	28,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		4,000	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		4,000	A	$2.45	28,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		4,000	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		8,750	A	$4.79	32,750⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		8,750	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		900	A	$2.39	24,900⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		900	D	$6.3749	24,000⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		M⁽²⁾		7,100	A	$2.39	31,100⁽¹⁾⁽⁴⁾	D
Common Stock	09/19/2008		S⁽³⁾		7,100	D	$6.368	24,000⁽¹⁾⁽⁴⁾	D

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)
Employee Stock Option (Right to Buy)	$2.39	09/19/2008		M⁽²⁾		4,151		08/09/2005	08/09/2014	Common Stock	4,151	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$2.39	09/19/2008		M⁽²⁾		8,000		08/09/2006	08/09/2014	Common Stock	8,000	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.39	09/19/2008		M⁽²⁾		8,000		08/09/2007	08/09/2014	Common Stock	8,000	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		4,000		05/25/2005	05/25/2015	Common Stock	4,000	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		4,000		05/25/2006	05/25/2015	Common Stock	4,000	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.45	09/19/2008		M⁽²⁾		4,000		05/25/2007	05/25/2015	Common Stock	4,000	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$4.79	09/19/2008		M⁽²⁾		8,750		06/15/2007	06/15/2013	Common Stock	8,750	$0	0⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.39	09/19/2008		M⁽²⁾		900		08/09/2008	08/09/2014	Common Stock	900	$0	7,100⁽⁴⁾	D
Employee Stock Option (Right to Buy) (Common Stock)	$2.39	09/19/2008		M⁽²⁾		7,100		08/09/2008	08/09/2014	Common Stock	7,100	$0	0⁽⁴⁾	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. On September 22, 2008, the reporting person filed a Form 4 reporting a series of transactions made on September 18, 2008 and September 19, 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 22, 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 22, 2008.

Remarks:

	Dario E. Masutti	09/25/2008
	** 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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