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

FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  February 7, 2008
 
____________________

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


Texas
(State or other jurisdiction
of incorporation)
0-10068
(Commission File
Number)
76-0566682
(I.R.S. Employer
Identification No.)

1811 Bering Drive, Suite 200
Houston, Texas 77057
(Address of principal executive offices and zip code)

(713) 351-4100
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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ITEM 2.02                      Results of Operations and Financial Condition

On February 7, 2008 (after the close of market), ICO, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2007.  A copy of the press release is attached herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


ITEM 7.01                      Regulation FD Disclosure

On February 7, 2008 (after the close of market), the Company issued a press release announcing its financial results for the quarter ended December 31, 2007.  A copy of the press release is attached herewith as Exhibit 99.1 and incorporated herein by reference.

On February 8, 2008, at 10:00 a.m. Central Standard Time, the Company will hold a conference call to discuss its financial results for the quarter ended December 31, 2007.  This scheduled call and instructions for accessing the call were previously announced in a press release issued on January 28, 2008, and again in the press release that was issued on February 7, 2008, which is attached as Exhibit 99.1 hereto.

A replay of the call will be accessible for ninety days (until May 9, 2008): (i) by calling 630-652-3044, and entering access code 20427572; (ii) at http://www.videonewswire.com/45444 ; or (iii) by a link on the landing page of the Company’s website at www.icopolymers.com   The replay of the call will also be accessible for at least twelve (12) months after the date of the call on the Company’s website at www.icopolymers.com .

The information contained herein shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


ITEM 9.01                      Financial Statements and Exhibits

(d)           Exhibits

99.1           Press Release dated February 7, 2008.


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SIGNATURES

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

 
ICO, INC.
     
Date:  February 7, 2008
By:
/s/ Bradley T. Leuschner
 
Name:
Bradley T. Leuschner
 
Title:
Chief Financial Officer and
   
Treasurer


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