FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

Bristow Derek R

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 - Europe

(Last)          (First)          (Middle)

LOCALITA BREDA LIBERA,  VIA IV NOMVEMBRE 34

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
9/30/2008 
(Street)

VEROLANUOVA, BS, L6 25028

(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)
Amount (A) or (D) Price
Common Stock                 20000   (1) D    

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY) 		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 at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $2.39                 8/9/2008   8/9/2014   (2) Common Stock   6000     6000   D    
Employee Stock Option (Right to Buy)   $2.45                 5/25/2008   5/25/2015   (2) Common   6000     6000   D    
Employee Stock Option (Right to Buy)   $2.45                 5/25/2009   5/25/2015   (2) Common Stock   6000     6000   D    
Employee Stock Option (Right to Buy)   $4.79                 6/15/2008   6/15/2013   (2) Common Stock   10000     10000   D    
Employee Stock Option (Right to Buy)   $4.79                 6/15/2009   6/15/2013   (2) Common Stock   10000     10000   D    
Employee Stock Option (Right to Buy)   $4.79                 6/15/2010   6/15/2013   (2) Common Stock   10000     10000   D    

Explanation of Responses:
( 1)  The total includes 20,000 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 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 awarded.
( 2)  Options expire on the earlier of the stated expiration date or three months after the reporting person ceases to be an employee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bristow Derek R
LOCALITA BREDA LIBERA
VIA IV NOMVEMBRE 34
VEROLANUOVA, BS, L6 25028

Group President - Europe

Signatures
Derek R. Bristow 10/27/2008
** 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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