SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KNAPP A JOHN JR

(Last)

(First)

(Middle)

1811 BERING DRIVE, SUITE 200

(Street)

HOUSTON

77057

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2008

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

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								227,476⁽¹⁾	D
Common Stock								1,073⁽²⁾	I	Through ICO, Inc. 401(k) Plan
Common Stock	08/21/2008		P		3,200	A	$5.4437	503,643	I	Through SEP-IRA
Common Stock	08/25/2008		P		10,000	A	$5.5701	513,643	I	Through SEP-IRA
Common Stock								10,000	I	By Spouse
Common Stock								278,655⁽³⁾	I	By Andover Group, Inc.
Common Stock								39,500⁽⁴⁾	I	By Andover Real Estate Services, Inc.
Common Stock								42,000⁽⁵⁾	I	By Knapp Children's Trust
Common Stock								10,000⁽⁶⁾	I	By Lykes Knapp Family Foundation

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)

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.

Remarks:

	A. John Knapp, Jr.	08/25/2008
	** 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).
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 Number.