FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KNAPP A JOHN JR 		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
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1811 BERING DRIVE, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/13/2008
(Street)

HOUSTON, TX 77057
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  227476   (1) D    
Common Stock                  1073   (2) I   Through ICO, Inc. 401(k) Plan  
Common Stock   8/13/2008     P    8000   A $5.5355   488443   I   Through SEP-IRA  
Common Stock   8/14/2008     P    5000   A $5.5490   493443   I   Through SEP-IRA  
Common Stock   8/15/2008     P    7000   A $5.7719   500443   I   Through SEP-IRA  
Common Stock                  10000   I   By Spouse  
Common Stock                  278655   (3) I   By Andover Group, Inc.  
Common Stock                  39500   (4) I   By Andover Real Estate Services, Inc.  
Common Stock                  42000   (5) I   By Knapp Children's Trust  
Common Stock                  10000   (6) I   By Lykes Knapp Family Foundation  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

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)  The number of shares listed on this form represents 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 stock and the amount of cash in the fund.
( 3)  The Reporting Person is the President and majority owner of the Andover Group, Inc., over which the Reporting Person has voting and investment control.
( 4)  The Reporting Person is the President and sole owner of the Andover Real Estate Services, Inc., over which the Reporting Person has voting and investment control.
( 5)  The Reporting Person is a Trustee of the Knapp Children's Trust. The Reporting Person disclaims beneficial ownership of any securities held by the Knapp Children's Trust.
( 6)  The Reporting Person has voting and investment control over Lykes Knapp Family Foundation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KNAPP A JOHN JR
1811 BERING DRIVE, SUITE 200
HOUSTON, TX 77057 		X
President & CEO

Signatures
A. John Knapp, Jr. 8/15/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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