8-K

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):

January 17, 2005

CARBO CERAMICS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15903	72-1100013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6565 MacArthur Boulevard, Suite 1050, Irving, TX	75039
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 401-0090

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:

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

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

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

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

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

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On January 17, 2005, the Compensation Committee of the Board of Directors of CARBO Ceramics Inc. (“CARBO”) approved the following compensation arrangements for 2005 relating to the named executive officers of CARBO.

2005 Cash Bonuses

Pursuant to the CARBO Ceramics Inc. Incentive Compensation Plan (Job Grade Level 4 and Above) (the “Cash Bonus Plan”), CARBO provides certain of its named executive officers with the opportunity to receive an annual cash bonus based on the achievement of specified goals. The purpose of the bonus is to provide competitive levels of compensation to enable CARBO to attract and retain high quality personnel to manage the business and to provide a financial incentive for named executive officers to achieve corporate and individual goals.

On January 17, 2005, pursuant to the Cash Bonus Plan, the Compensation Committee set a target bonus for 2005 for the participating named executive officers, Paul Vitek, CARBO’s Senior Vice President of Finance & Administration and Chief Financial Officer, and Mark L. Edmunds, CARBO’s Vice President of Operations, expressed as a percentage of projected base salary for 2005 (90% and 85%, respectively). 50% of the actual bonus awarded for 2005 will be determined by reference to CARBO’s Net Income Before Taxes (“NIBT”) for 2005 relative to a target level set by the Compensation Committee in accordance with the adjustment schedule set forth in the Cash Bonus Plan. The other 50% of the actual bonus awarded for 2005 will be determined by reference to the executive officer’s annual performance appraisal rating in accordance with the adjustment schedule set forth in the Cash Bonus Plan.

Pursuant to the Plan, 50% of the actual bonus awarded for 2005 to Messrs. Vitek and Edmunds under the Cash Bonus Plan will be paid in early 2006 and 50% of the such 2005 bonus will be paid out in three equal installments in January 2007, 2008, and 2009, subject to forfeiture in the event of certain terminations of employment.

For additional information about the Cash Bonus Plan, please refer to the Cash Bonus Plan which is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

2005 Restricted Stock Awards

Pursuant to the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan (the “Stock Bonus Plan”), CARBO provides its named executive officers with the opportunity to receive awards of shares of CARBO stock. The purpose of the stock grants is to attract and retain highly qualified employees of CARBO and reward them for their significant contributions to CARBO and to strengthen the alignment of interests between such employees and CARBO’s stockholders by providing them with a proprietary interest in CARBO.

Stock granted pursuant to awards under the Stock Bonus Plan are subject to transfer restrictions (i.e., may not be transferred, pledged, assigned or otherwise encumbered) and are subject to forfeiture during the three-year period following grant. Generally, one-third of the shares subject to each award will vest (i.e., cease to be subject to the transfer restrictions and cease to be subject to forfeiture) on each of the first three anniversaries of the grant date. With respect to officers,

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however, the Compensation Committee may provide that the shares will continue to be subject to transfer restrictions for an additional two-year period, except that if the participant’s employment terminates prior to the end of such two-year period, the shares will cease to be subject to transfer restrictions at the time of such termination. Generally, awards which have not vested will be forfeited upon any termination of employment except for a termination of employment due to death or disability, in which case the awards will continue to vest for one additional year following such termination as if the participant were still employed. Upon a change in control of CARBO, awards will immediately vest. A participant will generally have all the rights of a shareholder with respect to the shares underlying an award except that (i) such participant shall have no voting rights prior to the date that such shares cease to be forfeitable and (ii) any dividends or distributions declared on such shares shall be subject to the same transfer restrictions and forfeitability provisions that apply to the shares to which such dividends or distributions relate.

On January 17, 2005, the Compensation Committee made awards of stock to C. Mark Pearson, President and Chief Executive Officer of CARBO, Paul Vitek, CARBO’s Senior Vice President of Finance & Administration and Chief Financial Officer, Mark L. Edmunds, CARBO’s Vice President of Operations, and Christopher A. Wright, President of Pinnacle Technologies, Inc., Vice President of CARBO in accordance with the terms of the Stock Bonus Plan and the Officer Restricted Stock Award Agreement.

For additional information about the Stock Bonus Plan and awards to named executive officers thereunder, please refer to the Stock Bonus Plan which is attached as Exhibit 99.2 to this Report and the model Officer Restricted Stock Award Agreement which is attached as Exhibit 99.3 and which are incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of the Current Report on Form 8-K:

Exhibits

99.1 CARBO Ceramics Inc. Incentive Compensation Plan (Job Grade Level 4 and Above)

99.2 2004 CARBO Ceramics Inc. Long-Term Incentive Plan

99.3 Model of Officer Restricted Stock Award Agreement

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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.

CARBO Ceramics Inc.

By:  /s/ C. Mark Pearson

C. Mark Pearson

President and Chief Executive Officer

By: /s/Paul G. Vitek

		Paul G. Vitek
		Sr. Vice President, Finance and
		Chief Financial Officer
Dated:	January 21, 2005

EX-99.1

                               CARBO CERAMICS INC.
                           INCENTIVE COMPENSATION PLAN
                           Job Grade Level 4 and Above


 Purpose:             The CARBO Ceramics Inc. Incentive Compensation Plan (the
                      "Plan") is being adopted by the Compensation Committee of
                      the Company's Board of Directors (the "Compensation
                      Committee") to:

                            1.   provide competitive levels of compensation to
                                 enable the Company to attract and retain high
                                 quality personnel to manage the business, and;

                            2.   provide a financial incentive for managers and
                                 key employees that can directly influence the
                                 results of the business to achieve corporate
                                 and individual goals.

 Duration:            The Plan is effective January 1, 2004, and unless earlier
                      terminated or revoked by the Compensation Committee, it
                      will terminate on December 31, 2006.

Participants:         All salaried positions at grade level 4 and above are
                      eligible to participate in the Plan. The President and
                      Chief Executive Officer of the Company shall not be
                      eligible to receive any payments pursuant to this Plan.

Administration:       The form of the Plan will be approved by the Compensation
                      Committee of the Company. Upon approval of the form of the
                      Plan, the Plan will be administered by the Company's
                      President and Chief Executive Officer.

Payments:             Incentive Payment Targets will be established by the
                      President & CEO for each eligible position on an annual
                      basis and shall be submitted to the Compensation Committee
                      for approval each year. Annual Incentive Payment Targets
                      will be determined based on a review of (i) comparable
                      practices at companies with which the Company competes for
                      labor and; (ii) the level of responsibility for achieving
                      corporate objectives of each eligible position as
                      determined by the President & CEO.

                      The President & CEO will also establish and present to the
                      Compensation Committee for review each year a target level
                      of NIBT ("Target NIBT") at which participants will be
                      eligible to receive incentive payments at 100% of target
                      levels.

                      Plan participants' actual incentive payments will be based
                      on an equal weighting of the Incentive Payment Target for
                      both individual performance relative to individual goals
                      and objectives established for each calendar year and the
                      corporation's performance relative to Target NIBT. Actual
                      payments shall be made to plan participants as soon as
                      practical following the completion of the audit of the
                      Company's annual financial statements subject to deferral
                      of certain amounts as described below. In order to be
                      eligible to receive a payment under this plan, a
                      participant must be employed by the company at the close
                      of the calendar year for which the award is being made.

                      Individual Performance Portion

                      The portion of a plan participants' actual incentive
                      payment that is based on his/her individual performance
                      will be determined by the participant's annual performance
                      appraisal rating and will be adjusted according to the
                      following schedule:

                      Performance Appraisal Rating  Incentive Payment Adjustment
                      ----------------------------  ----------------------------
                                  5                  120% of Target Incentive
                                  4                  100% of Target Incentive
                                  3                   80% of Target Incentive
                               below 3              not eligible for incentive

                      Any participant receiving a performance appraisal rating
                      of below 3 will not be eligible for any incentive payment
                      (either individual or corporate performance portion). The
                      portion of the incentive payment that is based on
                      individual performance will be paid regardless of the
                      level of NIBT achieved by the Company.

                      Corporate Performance Portion

                      For plan participants in job grade levels 4 and above, the
                      portion of the Incentive Payment Target attributable to
                      corporate performance will be paid based on the following
                      schedule:

                     -------------------------- ----------------------------
                              % of NIBT           Percent of Target Paid
                     -------------------------- ----------------------------
                                < 70%                       0%
                     -------------------------- ----------------------------
                                 70%                       30%
                     -------------------------- ----------------------------
                                 80%                       60%
                     -------------------------- ----------------------------
                                 90%                       90%
                     -------------------------- ----------------------------
                                100%                       100%
                     -------------------------- ----------------------------
                                110%                       125%
                     -------------------------- ----------------------------
                                120%                       150%
                     -------------------------- ----------------------------
                                130%                       175%
                     -------------------------- ----------------------------
                            140% or above                  200%
                     -------------------------- ----------------------------


Deferral:             For all plan participants at grade level 4 and above, the
                      payment of 50% of any annual incentive award will be
                      deferred and paid in three equal annual installments
                      beginning in the January immediately following the year in
                      which the participant is informed of the award (e.g., 2004
                      deferred amounts would be announced in January, 2005, and
                      paid in equal installments in January of 2006, 2007 and
                      2008). A plan participant shall forfeit all rights to
                      receive any unpaid portion of deferred amounts if such
                      participant's employment with the Company terminates for
                      any reasons other than normal retirement, death, or
                      permanent disability. In the event of normal retirement,
                      death, or permanent disability, the unpaid portion of any
                      deferred amounts can be either paid out in lump sum or per
                      the terms of the original Plan, at the discretion of the
                      Company.

Revocability:         The Compensation Committee shall have the absolute right
                      to interpret the Plan and to modify or terminate the Plan
                      if there shall be a material change in the nature of the
                      business of the Company, in the ownership or control of
                      the Company, or if the Compensation Committee in its
                      judgment determines that continuation of the Plan would
                      not be in the Company's best interests as a result of a
                      material change in circumstances.



Example Incentive Payment Calculation:

                                                                                  
Incentive Payment Target (as a % of base salary)                                     20%

Individual performance portion (50% of total)

        Performance appraisal rating  -  4
        Incentive payment for individual performance - 100% of Target
         (100% x 50% x 20%)                                                          10%

Corporate performance portion (50% of total) Corporate NIBT as a percent of
        Target NIBT - 100% Incentive payment for individual performance - 100%
        of Target
        (100% x 50% x 20%)                                                           10%

Total incentive payment as a percentage of base salary                               20%

EX-99.2

                2004 CARBO CERAMICS INC. LONG-TERM INCENTIVE PLAN

1.      Purpose of the Plan

        The purpose of the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan is
to attract and retain highly qualified employees of the Company and reward them
for making significant contributions to the success of the Company and to
strengthen the alignment of interests between such employees and the Company's
stockholders by providing them with a proprietary interest in the Company.

2.      Definitions

        As used in this Plan, the following capitalized terms shall have the
following meanings:

        (a) "Affiliate" shall mean a "parent corporation" or a "subsidiary
corporation" of CARBO as such terms are defined in Section 424 of the Code.

        (b) "Award" shall mean an award of Shares as provided in Section 6
hereof.

        (c) "Award Agreement" shall mean a written agreement pursuant to which
an Award is granted by CARBO to a Participant under the Plan.

        (d) "Board" shall mean the Board of Directors of CARBO.

        (e) "CARBO" shall mean CARBO Ceramics Inc.

        (f) "Change in Control" shall mean (i) the occurrence of a change in
control of CARBO of a nature that would be required to be reported or is
reported in response to Item l of the current report on Form 8-K, as in effect
on the Effective Date, pursuant to Sections l3 or l5(d) of the Exchange Act; or
(ii) any Person is or becomes the "beneficial owner" (as defined in Rule l3d-3
under the Exchange Act), directly or indirectly, of securities of CARBO
representing 30% or more of the combined voting power of CARBO's outstanding
securities (other than any Person who was a "beneficial owner" of securities of
CARBO representing 30% or more of the combined voting power of CARBO's
outstanding securities prior to the Effective Date); or (iii) individuals who
constitute the Board on the Effective Date (the "Incumbent Board") cease for any
reason to constitute at least a majority of the members of the Board, provided
that any person becoming a director subsequent to the date hereof whose
appointment to fill a vacancy or to fill a new Board position was approved by a
vote of at least three-quarters of the directors comprising the Incumbent Board,
or whose nomination for election by CARBO's stockholders was approved by the
same nominating committee serving under an Incumbent Board, shall be, for
purposes of this clause (iii), considered as though he were a member of the
Incumbent Board; or (iv) the occurrence of any of the following of which the
Incumbent Board does not approve (A) merger or consolidation in which CARBO is
not the surviving corporation or (B) sale of all or substantially all of the
assets of CARBO; or (v) consummation of a plan of reorganization, merger or
consolidation of CARBO with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to the plan of
reorganization are exchanged or converted into cash or property or securities
not issued by CARBO, which was approved by stockholders pursuant to a proxy
statement soliciting proxies from stockholders of CARBO, by someone other than
the then current management of CARBO; or (vi) voting securities have been
tendered and not withdrawn during the tender offer period pursuant to a tender
offer for 30% or more of the voting securities of CARBO.

        (g) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (h) "Committee" shall mean the Compensation Committee of CARBO or such
other committee appointed by the Board from time to time to administer the Plan
consisting of two or more persons, each of whom shall be a "Non-Employee
Director" within the meaning of Rule l6b-3 promulgated under Section l6 of the
Exchange Act.

        (i) "Company" shall mean CARBO and its Affiliates.

        (j) "Common Stock" shall mean the common stock of CARBO, par value $0.01
per share.

        (k) "Disability" shall mean any physical or mental impairment which
qualifies a Participant for (i) disability benefits under any long-term
disability plan maintained by the Company or (ii) Social Security disability
benefits, or as otherwise determined by the Board. For purposes of this Plan, a
Participant's employment shall be deemed to have terminated as a result of
Disability on the date as of which he is first entitled to receive disability
benefits under such policy.

        (l) "Effective Date" shall mean the date on which the Plan is approved
by the stockholders of CARBO.

        (m) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

        (n) "Grant Date" shall mean the date on which an Award is granted.

        (o) "Holding Period" shall mean, with respect to Shares subject to an
Award, the period commencing on the Vesting Date with respect to such Shares and
ending on the earlier of (i) a termination of the Participant's employment for
any reason or (ii) the second anniversary of such Vesting Date.

        (p) "Officer" shall have the meaning set forth in Rule 16a-1(f) under
the Exchange Act.

        (q) "Participant" shall mean an employee of the Company who is eligible
to participate in the Plan and to whom an Award has been granted pursuant to the
Plan and, upon his death, his successors, heirs, executors and administrators,
as the case may be.

        (r) "Person" shall mean a "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act.

        (s) "Plan" shall mean this 2004 CARBO Ceramics Inc. Long-Term Incentive
Plan as it may be amended from time to time.

        (t) "Shares" shall have the meaning set forth in Section 3 hereof.

        (u) "Transfer Restrictions" shall have the meaning set forth in Section
6(a) hereof.

        (v) "Vesting Date" shall have the meaning set forth in Section 6(a)
hereof.

3.      Stock Subject to the Plan

        Subject to adjustment as provided in Section 10 hereof, the Committee
may grant Awards to Participants under the Plan with respect to a number of
shares of Common Stock of CARBO that in the aggregate does not exceed 250,000
shares (the "Shares"). Subject to adjustment as provided in Section 10 hereof,
during the life of the Plan, no more than 50,000 Shares, in the aggregate, may
be granted to any single Participant pursuant to the Plan. To the extent Shares
under any Award are forfeited by the Participant for any reason, such Shares
shall be available for future grants of Awards under the Plan. In addition, if
any Shares are used by a Participant in connection with the satisfaction of tax
withholding obligations relating to an Award, whether by actual delivery,
attestation or having Shares withheld from the Award, only the number of Shares
net of the Shares tendered or withheld shall be deemed delivered for purposes of
determining the maximum number of Shares available for granting of Awards under
the Plan. Shares issued under the Plan may be either newly issued shares or
treasury shares, as determined by the Committee.

4.      Administration

        The Plan shall be administered by the Committee. The Committee shall
from time to time grant Awards designating the employees of the Company who
shall be granted Awards and the number of Shares underlying such Awards;
provided that the Committee shall not grant any Awards in a calendar year if the
Company's net income with respect to the immediately preceding calendar year was
not greater than $0 (as determined in accordance with U.S. Generally Accepted
Accounting Principles and as reflected in the Company's audited financial
statements for such preceding calendar year), other than inducement Awards
granted to persons who are becoming employees of the Company during such
calendar year. In making such grants, the Committee may consider, among other
criteria and factors as it determines in its discretion, the recommendations of
the President and Chief Executive Officer of CARBO.

        The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and the
terms of any Award granted thereunder and to adopt such rules and regulations
for administering the Plan as it may deem necessary. Decisions of the Committee
shall be final and binding on all parties.

        The Committee may, in its absolute discretion, accelerate the date on
which any Award granted under the Plan ceases to be subject to Transfer
Restrictions and/or ceases to be subject to forfeiture.

        Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee.

        Neither the Company nor any member of the Committee shall be liable for
any action, omission, or determination relating to the Plan, and the Company
shall indemnify and hold harmless (including, without limitation, by way of
advancement) each member of the Committee and each other director or employee of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or employee
in bad faith and without reasonable belief that it was in the best interests of
the Company.

5.      Eligibility

        The persons who shall be eligible to receive Awards pursuant to the Plan
shall be such key employees of the Company who have made or who the Committee
believes will make substantial contributions to the management, growth and
protection of the business of the Company. Directors who are not employees or
officers of the Company shall not be eligible to receive Awards under the Plan.

6.      Awards

        (a) Unless otherwise provided in an Award Agreement, subject to the
provisions of Sections 6(b), 6(c) and 6(d) hereof, the Shares subject to an
Award made to a Participant shall not be transferred, pledged, assigned or
otherwise encumbered (the "Transfer Restrictions") and shall be subject to
forfeiture by the Participant; provided that one-third (1/3) of the Shares
subject to each Award shall cease to be subject to the Transfer Restrictions and
shall cease to be forfeitable by the Participant on each of the first three
anniversaries of the Grant Date (each, a "Vesting Date"). A Participant shall
not be required to make any payment for Shares received pursuant to an Award,
except to the extent otherwise required by law and except that the Committee
may, in its discretion, require the Participant to pay an amount in cash not in
excess of the par value of such Shares. The Committee shall impose and set forth
in the applicable Award Agreement such other conditions and/or restrictions on
any Awards granted pursuant to the Plan as it may deem appropriate.

        (b) Notwithstanding the foregoing, in the event that a Participant's
employment with the Company is terminated prior to the Vesting Date with respect
to any of such Participant's Shares (i) for any reason other than due to death
or Disability, all such Shares shall be forfeited on the date of such
termination without payment of any consideration therefor; and (ii) due to death
or Disability, all such Shares shall cease to be subject to the Transfer
Restrictions and cease to be forfeitable on an applicable Vesting Date occurring
on or prior to the first anniversary of such termination as if such Participant
had remained employed until such first anniversary and any Shares with respect
to which the Vesting Date has not occurred on or prior to such first anniversary
shall be forfeited without payment of any consideration therefor.

        (c) Notwithstanding the foregoing, with respect to an Award granted to
an Officer of the Company, the Committee may provide in the Award Agreement that
Shares subject to the Award shall continue to be subject to the Transfer
Restrictions following the Vesting Date with respect to such Shares until the
end of the Holding Period with respect to such Shares, except for any such
Shares used to satisfy any withholding obligations as set forth in Section 12(c)
hereof. If a Participant subject to the Transfer Restrictions during the Holding
Period fails to comply with such Transfer Restrictions any Awards held by such
Participant which are then subject to forfeiture shall be forfeited and the
Committee may, in its discretion, take such action as it deems appropriate,
including, without limitation, determine not to make any additional grants of
Awards to such Participant under the Plan.

        (d) Notwithstanding the foregoing, all Shares subject to an Award shall
immediately cease to be subject to the Transfer Restrictions and cease to be
forfeitable upon a Change in Control.

7.      Share Certificates

        Upon the making of each Award, certificates representing Shares subject
thereto shall be issued in the name of the Participant and delivered to such
Participant, or the ownership of such Shares shall be otherwise recorded in a
book-entry or similar system utilized by the Company; provided that such Shares
may be legended, and may be held in the custody of the Company, as determined by
the Committee in order to effectuate the purposes of this Plan. Except with
respect to voting rights as described in Section 8 hereof, a Participant shall
have all rights of a stockholder with respect to any Shares issued in the name
of, or otherwise recorded as owned by, such Participant.

8.      Dividends; Voting

        In the event that CARBO declares any dividends or distributions on its
Common Stock to its stockholders generally, whether stock or cash dividend or
otherwise, the Participants to whom Shares have been awarded (including any
Shares held during the Holding Period) shall be entitled to such dividends or
distributions, provided that the dividends or distributions shall be subject to
the provisions of Sections 6(a), (b), (c) and (d) hereof in the same manner as
the corresponding Shares to which such dividends or distributions relate and
shall be held by the Company or subject to a legend as determined by the
Committee to effectuate the purposes of this Plan.

        Except as otherwise provided in an Award Agreement, prior to the date
that a Participant's Shares subject to an Award cease to be forfeitable by the
Participant pursuant to Section 6 hereof, such Participant shall not have any
voting rights with respect to such Shares.

9.      Compliance with Applicable Law

        Notwithstanding anything herein to the contrary, the Company shall not
be required to issue or deliver any certificates evidencing Shares (or otherwise
record ownership) pursuant to the terms of this Plan or to remove any legend
inserted thereon, unless and until the Committee has determined, with advice of
counsel, that the issuance and delivery of such certificates (or other
recordation) is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the Shares are listed or traded. The Company shall use its reasonable
efforts to comply with any such law, regulation or requirement with respect to
the issuance and delivery of such certificates (or other recordation). In
addition to the terms and conditions provided herein, the Committee may require
that a Participant make such reasonable covenants, agreements and
representations as the Committee, in its sole discretion, deems advisable in
order to comply with any such laws, regulations or requirements.

10. Adjustment Upon Changes in Company Stock

        (a) Corporate Changes. In the event of any change in the number of
shares of Common Stock outstanding or any change in the capitalization of CARBO
by reason of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of shares or any other corporate change,
the Committee may, in its absolute discretion, make such adjustments to the
number and type of securities underlying any outstanding Awards and to the
maximum aggregate number of Shares and/or type of securities available for grant
(with respect to the entire Plan and with respect to the individual Participant
limitation set forth in Section 3 hereof), as the Committee may consider
appropriate to prevent dilution or enlargement of rights.

        (b) No Other Rights. Except as expressly provided in the Plan, the
Participants shall not have any rights by reason of (i) any subdivision or
consolidation of shares of Common Stock or shares of stock of any class, or (ii)
any dissolution, liquidation, merger or consolidation of CARBO or any other
corporation. Except as expressly provided in the Plan, no issuance by CARBO of
Common Stock or shares of stock of any class, or securities convertible into
shares of Common Stock or shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number of Shares
available under the Plan.

        Unless the Committee otherwise determines, any securities and other
property received by a Participant with respect to Shares underlying an Award as
a result of any stock dividend or split, recapitalization, merger,
consolidation, combination or exchange of Shares or other corporate change,
shall be subject to the provisions of Sections 6(a), (b), (c) and (d) in the
same manner as the corresponding Shares to which such securities and/or other
property relate and shall be held by the Company or subject to a legend as
determined by the Committee to effectuate the purposes of this Plan.

11.     Term of Plan

        No Award shall be granted under this Plan after the date that is the
fifth anniversary of the Effective Date (the "Termination Date"). Unless
otherwise expressly provided in this Plan or any Award Agreement, any Award
granted prior to the Termination Date may extend beyond such date, and all
authority of the Committee with respect to Awards hereunder, including the
authority to amend an Award, shall continue in respect of Awards outstanding on
the Termination Date.

12. Miscellaneous Provisions

        (a) Non-Assignability. Except as expressly provided in the Plan or an
Award Agreement, Awards shall not be assigned, transferred, pledged or
encumbered, and any purported assignment, transfer, pledge or encumbrance shall
be null and void; provided, that Awards may be transferred by will or by the
laws of descent and distribution subject to the Committee's receipt of such
documents as may be requested by the Committee from time to time.

        (b) Applicable Law. This Plan and all rights under the Plan shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware without regard to the provisions governing conflict of laws.

        (c) Applicable Withholdings. The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
the minimum statutory amount to satisfy federal, state, and local taxes or
similar charges, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of or in
connection with the Plan or any Award. At the request of a Participant, subject
to the consent of the Committee, the Committee shall withhold or permit the
Participant to tender a portion of the Shares subject to each Award to satisfy
the applicable federal, state, foreign and local withholding taxes incurred in
connection with the Award.

        (d) No Contract of Employment. Nothing contained in the Plan shall
confer upon any Participant any right with respect to the continuation of such
Participant's employment by the Company or prohibit the Company at any time from
terminating such employment or increasing or decreasing the base salary or other
compensation of any Participant.

        (e) Amendment, Modification or Termination. The Board reserves the right
to amend, modify or terminate the Plan at any time; provided that no such
amendment, modification or termination shall be effective to reduce any
Participant's Award under the Plan, or to otherwise materially affect the rights
of such Participant under the Plan, without the consent of such Participant.

        (f) Section 83(b) Election. The Committee may provide in an Award
Agreement that the Award is conditioned upon the Participant making or
refraining from making an election with respect to the Award under Section 83(b)
of the Code. If a Participant makes an election pursuant to Section 83(b) of the
Code concerning an Award, the Participant shall be required to file promptly a
copy of such election with the Internal Revenue Service and to provide promptly
a copy of such election to the Company.

        (g) Fractional Shares. The Company may, in its discretion, satisfy its
obligation to pay any fractional Shares with respect to an Award in cash, which
shall be measured by the product of the fractional amount multiplied by the fair
market value of a Share at the time of payment, as determined by the Committee.

        (h) Numbers and Gender. Where the context so indicates, the masculine
shall include feminine and neuter, and the neuter shall include the masculine
and feminine, and the singular shall include the plural.

        (i) Headings. Headings and captions are given to the sections and
subsections of this Plan solely as a convenience to facilitate reference, and
shall not be deemed in any way material or relevant to the construction or
interpretation of this Plan or any provision thereof.

EX-99.3

                    OFFICER RESTRICTED STOCK AWARD AGREEMENT


        THIS AWARD AGREEMENT (the "Agreement"), made as of this ____ day of
_____ 200_, between CARBO Ceramics Inc. (the "Company"), a Delaware corporation,
with its principal offices at 6565 MacArthur Boulevard, Suite 1050, Irving,
Texas 75039, and (the "Participant"), _________who resides
at___________________________.

        WHEREAS, the Company has adopted and maintains and the shareholders of
the Company have approved the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan
(the "Plan") to attract and retain highly qualified employees of the Company and
its Affiliates and reward them for making significant contributions to the
success of the Company and to strengthen the alignment of interests between such
employees and the Company's stockholders by providing them with a proprietary
interest in the Company;

        WHEREAS, the Plan provides for the award to Participants in the Plan of
restricted shares of Common Stock in the Company;

        NOW THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows:

        1. Award of Restricted Stock. Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby awards to the
Participant _____ shares of Common Stock of the Company (the "Restricted
Stock"), which may not be transferred, pledged, assigned or otherwise encumbered
until vested (the "Transfer Restrictions").

        2. Grant Date. The Grant Date of the Restricted Stock hereby awarded is
_______, 200_.

        3. Vesting Dates. The Restricted Stock shall vest only in accordance
with the provisions of this Agreement and of the Plan. Subject to the provisions
of the Plan, shares of the Restricted Stock shall become vested on each of the
following Vesting Dates as follows:

           (a) ____ shares of Restricted Stock shall vest on _____________;

           (b) ____ shares of Restricted Stock shall vest on _____________; and

           (c) ____ shares of Restricted Stock shall vest on _____________.

        4. Forfeiture.

           (a) Subject to the provisions of the Plan, in the event that the
Participant's employment with the Company or any of its Affiliates is terminated
prior to the Vesting Date with respect to any of the Participant's shares of
Restricted Stock (i) for any reason other than due to death or Disability, all
such shares of Restricted Stock shall be forfeited on the date of such
termination without payment of any consideration therefore; and (ii) due to
death or Disability, all such shares of Restricted Stock shall cease to be
subject to the Transfer Restrictions and cease to be forfeitable on an
applicable Vesting Date occurring on or prior to the first anniversary of such
termination as if the Participant had remained employed until such first
anniversary and any shares of Restricted Stock with respect to which the Vesting
Date has not occurred on or prior to such first anniversary shall be forfeited
without payment of any consideration therefore.

           (b) In the event that the Participant attempts to transfer, pledge,
assign or otherwise encumber shares of Restricted Stock prior to the applicable
Vesting Dates in violation of the Transfer Restrictions, such transfer, pledge,
assignment or encumbrance shall be null and void and the Participant's shares of
Restricted Stock shall be forfeited without payment of any consideration
therefore.

           (c) Notwithstanding the foregoing, shares subject to the Award
granted pursuant to this Agreement shall continue to be subject to the Transfer
Restrictions following the Vesting Date with respect to such shares until the
end of the period commencing on the Vesting Date with respect to such shares and
ending on the earlier of (i) a termination of the Participant's employment for
any reason or (ii) the second anniversary of such Vesting Date (the "Holding
Period") except for any such Shares used to satisfy any withholding obligations
as set forth herein and in the Plan. If the Participant fails to comply with
such Transfer Restrictions during the Holding Period, any Awards held by the
Participant which are then subject to forfeiture shall be forfeited and the
Committee may, in its discretion, take such action as it deems appropriate,
including, without limitation, determine not to make any additional grants of
Awards to the Participant under the Plan.

           (d) Notwithstanding the foregoing, all shares subject to an Award
shall immediately cease to be subject to the Transfer Restrictions and cease to
be forfeitable upon a Change in Control.

        5. Share Certificates. Subject to the provisions of the Plan, the shares
representing the Restricted Stock will be held in the Participant's name in
book-entry format by the Company's transfer agent. Upon vesting of the shares of
Restricted Stock each year, the Participant has the right to choose to have a
certificate issued in the Participant's name, to have the shares transferred to
a brokerage account of the Participant's choice or to continue to hold the
shares in book-entry format with the transfer agent.

        6. Dividends. In the event that the Company declares any dividends or
distributions on its Common Stock to its stockholders generally, whether stock
or cash dividend or otherwise, the Participant shall be entitled to such
dividends or distributions, provided that the dividends or distributions shall
be subject to the provisions of Sections 6(a), (b), (c), and (d) of the Plan.

        7. Voting. Prior to the date that the Participant's shares subject to an
Award cease to be forfeitable by the Participant pursuant hereto, the
Participant shall not have any voting rights with respect to such shares.

        8. Non-Assignability. Except as expressly provided in the Plan or
herein, Awards shall not be assigned, transferred, pledged or encumbered, and
any purported assignment, transfer, pledge or encumbrance shall be null and
void; provided, that Awards may be transferred by will or by the laws of descent
and distribution subject to the Committee's receipt of such documents as may be
requested by the Committee from time.

        9. Modification and Waiver. Except as provided in the Plan with respect
to determinations of the Committee and subject to the Company's Board of
Directors' right to amend, modify or terminate the Plan, neither this Agreement
nor any provision hereof can be changed, modified, amended, discharged,
terminated or waived orally or by any course of dealing or purported course of
dealing, but only by an agreement in writing signed by the Participant and the
Company. No such agreement shall extend to or affect any provision of this
Agreement not expressly changed, modified, amended, discharged, terminated or
waived or impair any right consequent on such a provision. The waiver of or
failure to enforce any breach of this Agreement shall not be deemed to be a
waiver or acquiescence in any other breach thereof.

        10. Applicable Withholdings. The Company shall have the power and the
right to deduct or withhold, or require the Participant to remit to the Company,
the minimum statutory amount to satisfy federal, state, and local taxes or
similar charges, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of or in
connection with the Plan or any Award. At the request of the Participant,
subject to the consent of the Committee, the Committee shall withhold or permit
the Participant to tender a portion of the Shares subject to each Award to
satisfy the applicable federal, state, foreign and local withholding taxes
incurred in connection with the Award.

        11. Governing Law. This Agreement, the Plan and all rights under this
Agreement and the Plan shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to the
provisions governing conflict of laws.

        12. Participant Acknowledgment. The Participant hereby acknowledges
receipt of a copy of the Plan and that all decisions, determinations and
interpretations of the Committee or the Company in respect of this Agreement
shall be final, conclusive and binding.

        13. Incorporation of Plan. All terms and provisions of the Plan are
incorporated herein and made part hereof as if stated herein. If any provisions
hereof and of the Plan shall be in conflict, the terms of the Plan shall govern.
All capitalized terms used herein and not defined herein shall have the meanings
assigned to them in the Plan.

        14. Entire Agreement. This Agreement represents the final, complete and
total agreement of the parties hereto respecting the Restricted Stock and the
matters discussed herein and this Agreement supersedes any and all previous
agreements and understandings, whether written, oral or otherwise, relating to
the Restricted Stock and such matters.


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        IN WITNESS WHEREOF, CARBO Ceramics Inc. has caused this Agreement to be
duly executed by its duly authorized officer and said Participant has hereunto
signed this Agreement on his own behalf, THEREBY REPRESENTING THAT HE HAS
CAREFULLY READ AND UNDERSTANDS THIS AGREEMENT AND THE PLAN, as of the day and
year first above written.


                                            CARBO CERAMICS INC.


                                            By: ________________________________


                                            By: ________________________________