11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Or

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-15903

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

CARBO Ceramics Inc. Savings and Profit Sharing Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

CARBO Ceramics Inc.
Energy Center II
575 N. Dairy Ashford Rd.
Suite 300
Houston, TX 77079

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Table of Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits	2
Statement of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)	13
Signature	14
Exhibits
23 Consent of Independent Registered Public Accounting Firm
EX-23

Report of Independent Registered Public Accounting Firm

The Compensation Committee
CARBO Ceramics Inc.

We have audited the accompanying statements of net assets available for benefits of the CARBO Ceramics Inc. Savings and Profit Sharing Plan as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 and 2007, and the changes in its net assets available for benefits for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements, and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

June 23, 2009

1

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Statements of Net Assets Available for Benefits

	December 31
	2008		2007
Assets
Investments:
Mutual funds	$	14,878,782	$	24,849,667
CARBO Ceramics Inc. common stock		697,820		570,701
Participant loans		949,016		1,016,946
Guaranteed income fund		5,345,360		4,063,906
		21,870,978		30,501,220
Receivables:
Participant contribution		—		60,513
Employer match		26,455		59,043
Profit-sharing contribution		1,220,000		1,400,000
		1,246,455		1,519,556
Total assets		23,117,433		32,020,776
Net assets available for benefits	$	23,117,433	$	32,020,776

See accompanying notes.

2

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2008

Investment income (loss)
Net depreciation in fair value of investments	$	(10,323,240	)
Interest and dividends		571,941
Total investment loss		(9,751,299	)
Contributions
Participants		3,014,949
Employer match		1,083,302
Profit-sharing contribution		1,220,000
Rollovers		130,968
Total contributions		5,449,219
Deductions
Distribution to participants		4,596,732
Administrative fees		4,531
Total deductions		4,601,263
Net decrease		(8,903,343	)
Net assets available for benefits:
Beginning of year		32,020,776
End of year	$	23,117,433

See accompanying notes.

3

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements

December 31, 2008

1. Description of the Plan

The following description of the CARBO Ceramics Inc. Savings and Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions, which is available from CARBO Ceramics Inc. (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

General

The Plan is a contributory defined contribution plan covering substantially all employees of the Company and StrataGen, Inc. (formerly Pinnacle Technologies, Inc. (Pinnacle)). The Plan is administered by a compensation committee to which members are appointed by the Board of Directors. The Plan allows for participants’ immediate participation in the Plan without regard to age or service requirements. The entry dates of the Plan are the first day of each month of the year.

Contributions

Participants may contribute from 2% to 75% of their annual compensation, subject to certain limitations under the Internal Revenue Code (the Code). In addition, participants age 50 and over have the option to contribute up to an additional $5,000 in pre-tax contributions through the Plan’s catch-up contribution provisions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company’s discretionary matching contribution to the Plan is equal to 50% of the participant’s contribution up to 6% of the participant’s compensation. The Company may also elect to make an additional discretionary profit-sharing contribution. Participants are eligible to receive the discretionary profit-sharing contribution upon the completion of one year of service, which means 1,000 hours of service in a plan year, and must be employed on December 31. Allocations of discretionary profit-sharing contributions are made pro rata based on compensation to eligible participants. During 2008, the Company made discretionary profit-sharing contributions totaling $1,220,000. All contributions made to the Plan are participant-directed into various investment options offered by the Plan.

Effective January 1, 2008, the Company will withhold 3% from a participant’s compensation as a salary reduction deferral unless the participant elects a greater or lower percentage (including zero) through a salary reduction agreement. The automatic withholding will apply to each participant whose plan entry date is on or following January 1, 2008.

4

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

1. Description of the Plan (continued)

Vesting

Participants are immediately 100% vested in employee contributions and plan investment earnings on those contributions. Employer discretionary matching and discretionary profit sharing contributions and plan investment earnings on those contributions vest to individual participants after attainment of certain years of service. After one year of service, the participant becomes 50% vested in employer contributions and is 100% vested after two years of service. On the occurrence of death, retirement, or Plan termination, a participant becomes fully vested in employer contributions and related earnings.

Participant Loans

In general, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance excluding profit sharing contributions (prior to November 1, 2007), whichever is less, following the guidelines in the Plan agreement. Loan terms range from one to five years or within a reasonable time for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan’s administrator. Principal and interest is paid ratably through monthly payroll deductions.

Distributions to Participants

Upon retirement, death, disability, or termination of employment, participants or their beneficiaries may receive the vested balance of their accounts in the form of a lump-sum payment or if eligible, in the form of an IRA rollover. Participants also are allowed to transfer their account balance to another tax deferred qualified plan. A participant may withdraw all or a portion of his or her account in the event of financial hardship, as defined in the Plan.

Forfeitures

Forfeitures of terminated employees’ nonvested account balances are used to reduce employer contributions and plan expenses. There were no significant forfeited balances included in the net assets available for benefits as of December 31, 2008 and 2007.

5

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

2. Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes and schedule. Actual results may differ from those estimates.

Investment Valuation

Prudential Financial, Inc. (Prudential) is the custodian of the Plan. The Plan’s funds are invested in mutual funds, CARBO Ceramics Inc. common stock, and a guaranteed income fund. Investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for discussion of fair value measurements. Mutual funds are valued at the closing fund share price based on market quotations on the last business day of the Plan year. Common stock is valued at the quoted market price on the last business day of the Plan year. Participant loans are valued at cost, which approximates fair value.

As described in Financial Accounting Standards Board Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in a fully benefit-responsive guaranteed investment contract. The FSP requires fully benefit-responsive investment contracts to be reported at fair value in the Plan’s statement of net assets available for benefits with a corresponding adjustment to reflect these investments at contract value. Due to the nature of the fully benefit-responsive investment contracts held by the Plan, fair value approximates contract value; therefore, the adoption of the FSP had no effect on the statement of net assets available for benefits as of December 31, 2008 or 2007. The investment in the fully benefit-responsive contract has no maturity date. Although not invoked in 2008 or 2007, and as explained further in Note 4, a discontinuance liquidation would result in the return of contract value within 90 days; therefore,

6

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

the Company believes a discontinuance payment would be a reasonable determinant of the fair value and that fair value would approximate contract value due to the discontinuing period being only 90 days. The contract value of the fully benefit-responsive investment contracts represents contributions plus earnings, less participant withdrawals and administrative expenses.

Investment Transactions

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Risks and Uncertainties

The Plan provides for investments in various mutual funds, the Company’s common stock, and a guaranteed income fund. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits and participant account balances.

Administrative Expenses

The Company bears certain administrative costs of the Plan.

Payment of Benefits

Benefits are recorded when paid.

3. Fair Value Measurements

Financial Accounting Standards Board Statement No. 157, Fair Value Measurements (FASB Statement No. 157), establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB Statement No. 157 are described below:

7

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

Level 1	Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2	Inputs to the valuation methodology include:

•	Quoted prices for similar assets and liabilities in active markets;
•	Quoted prices for identical or similar assets or liabilities in inactive markets;
•	Inputs other than quoted market prices that are observable for the asset or liability; and
•	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The valuation methodologies described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at December 31, 2008 and 2007.

8

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

3. Fair Value Measurements (continued)

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008.

	Assets at Fair Value as of December 31, 2008
	Level 1		Level 2		Level 3		Total
Mutual funds	$	14,878,782	$	—	$	—	$	14,878,782
Common stocks		697,820		—		—		697,820
Guaranteed investment contracts		—		—		5,345,360		5,345,360
Participant loans		—		—		949,016		949,016
Total assets at fair value	$	15,576,602	$	—	$	6,294,376	$	21,870,978

Level 3 Gains and Losses

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 investment assets for the year ended December 31, 2008.

	Investment		Participant
	Contracts		Loans
Balance, beginning of year	$	4,063,906	$	1,016,946
Realized gains/(losses)		—		—
Unrealized gains/(losses) relating to instruments still held at the reporting date		—		—
Purchases, sales, issuances and settlements (net)		1,281,454		(67,930	)
Balance, end of year	$	5,345,360	$	949,016

4. Investments

The Plan allows participants to invest a portion of their retirement savings in common stock of the Company. Participants can invest up to 20% of any new contributions in the Company’s common stock. Transfers by participants of existing account balances into Company common stock can be performed at anytime, subject to insider trading rules established by the Company, and cannot result in more than 20% of their total account balance invested in Company common stock.

9

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

4. Investments (continued)

The following table includes individual investments that represent 5% or more of the Plan’s assets at either December 31, 2008 or 2007:

	December 31
	2008		2007
Prudential:
Guaranteed Income Fund	$	5,345,360	$	4,063,906
Mutual funds:
Oakmark Equity & Income Fund II		2,184,387		2,788,734
John Hancock Classic Value A		—		2,305,243
Growth Fund of America R3		—		4,084,157
Goldman Sachs Mid Cap Value A		1,086,919		1,600,766
Dryden Stock Index Fund Z		738,901		1,881,371
American Funds Europacific Growth R3		—		3,952,681
Algier Mid Cap Growth Inst I		452,708		1,891,445
American Funds Europacific Growth R4		2,366,238		—
Growth Fund of America R4		2,509,124		—
Allianz NFJ Div Value A		1,848,561		—

During 2008, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value as follows:

Mutual funds	$	(10,289,057	)
Common stock		(34,183	)
Total	$	(10,323,240	)

5. Contracts With Insurance Companies

The Plan has entered into a group annuity contract issued by Prudential. The contract includes a guaranteed income fund, which is invested in Prudential’s general portfolio. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their account balance at contract value. The Company considers this contract to be fully benefit-responsive as described in the FSP.

10

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

5. Contracts With Insurance Companies (continued)

The average yield earned by the Plan was 3.70% and 3.75% for the years ended December 31, 2008 and 2007, respectively. The average yield earned by the Plan adjusted to reflect the actual interest rate credited to participants was 3.70% and 3.75% for the years ended December 31, 2008 and 2007, respectively. These rates are the same because all interest credited to the Plan is credited to the participants. Interest is credited on contract balances using a single “portfolio rate” approach. Under this methodology, a single interest crediting rate is applied to all contributions made regardless of the timing of those contributions. Interest crediting rates are reviewed on a semi-annual basis for resetting.

When establishing interest crediting rates, Prudential considers many factors, including current economic and market conditions, the general interest rate environment and both the expected and actual experience of a reference portfolio within the issuer’s general account. These rates are established without the use of a specific formula. The minimum crediting rate under the contract is 1.50%.

Events that may limit the ability of the Plan to transact at contract value with the issuer are as follows: premature termination of the contract by the Plan, plant closures, Company layoffs, Plan termination, bankruptcy, and Company mergers. The Company has made no such plans for the near future.

The contract includes a Pool Transfer Limitation (the deferral provision). Prudential has the contractual right to defer a transfer or distribution. If total distributions and transfers from the contract’s pool exceed 10% of the pool’s balance as of January 1 in any one calendar year, the distribution or transfer may be deferred by Prudential. During a deferral provision, any amount deferred will continue to receive credited interest. Retirement, termination, death or disability distributions, hardship withdrawals, and distributions required by Code section 401(a)(9) payable from the guaranteed income fund will be paid and not deferred. The deferral provision was not invoked in 2008 or 2007.

There are no events that allow the issuer to terminate the contract and which require the Plan sponsor to settle at an amount different from contract value paid either within 90 days or over time.

6. Allocated Amounts

At December 31, 2008, there were no amounts allocable to participants who had elected to withdraw from the Plan.

11

CARBO Ceramics Inc. Savings and Profit Sharing Plan

Notes to Financial Statements (continued)

7. Related-Party Transactions

Certain investments are managed by Prudential. Prudential serves as the trustee of the Plan and, therefore, these transactions qualify as party-in-interest transactions. All of these transactions are exempt from prohibited transaction rules.

8. Income Tax Status

The underlying nonstandardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated February 6, 2002, in which the IRS stated that the form of the Plan is qualified under Section 401(a) of the Code, and therefore, the related trust is exempt. In accordance with Revenue Procedures 2008-6 and 2005-16, the Plan sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

9. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

10. Partial Plan Termination

On October 10, 2008, in connection with the Company’s sale of a substantial portion of the assets of its wholly-owned subsidiary Pinnacle Technologies, Inc., certain employees of Pinnacle were terminated from the Company’s employment and were no longer active participants as defined in the Plan. This constituted a partial plan termination, and therefore, all such employees of Pinnacle with unvested Company match funds became immediately and fully vested on such date.

12

Supplemental Schedule

CARBO Ceramics Inc. Savings and Profit Sharing Plan
EIN: 72-1100013 PN: 001

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)

December 31, 2008

	Description of Investment,
	Including Maturity Date,
	Rate of Interest,
	Collateral,	Current
Identity of Issue, Borrower, or Similar Party	Par, or Maturity Value	Value
*Prudential Financial, Inc.:
Guaranteed Income Fund	135,645 units	$	5,345,360
Oppenheimer International Small Co. A	36,314 units		332,998
Oppenheimer Developing Markets A	26,921 units		427,782
Loomis Sayles Bond Fd Adm	5,731 units		59,200
Jennison Small Co Fund A	62,629 units		741,528
Growth Fund of America R4	123,480 units		2,509,124
Goldman Sachs Mid Cap Value A	49,271 units		1,086,919
Fidelity Adviser Leveraging Co Stock T	18,172 units		311,837
Dryden Stock Index Fund Z	37,375 units		738,901
Davis NY Venture Fund A	3,004 units		70,959
American Funds Europacific Growth R4	85,858 units		2,366,268
Algier Mid Cap Growth Inst I	57,450 units		452,708
AIM Real Estate A	6,549 units		92,406
Oakmark Equity & Income Fund II	101,694 units		2,184,387
American Funds Fundamental Investment Fund R4	19,913 units		496,793
Pimco Total Return A	80,008 units		811,284
Allianz NFJ Div Value A	193,364 units		1,848,561
Allianz NFJ Small Cap Value A	7,497 units		142,970
Wells Fargo Adv Small Cap	11,418 units		204,157
*CARBO Ceramics Inc. common stock	19,640 units		697,820
*Participant loans	Maturities to 2033, at interest rates ranging from 5.75% to 9.25%		949,016
		$	21,870,978

* Indicates party-in-interest to the Plan.

13

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: June 26, 2009	CARBO Ceramics Inc. Savings and Profit Sharing Plan Plan Administrator
	By:	/s/ Ernesto Bautista, III
		Ernesto Bautista, III
		Vice President and Chief Financial Officer

14

Index to Exhibit

Exhibit number	Description
23	Consent of Independent Registered Public Accounting Firm

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-113688) pertaining to the CARBO Ceramics Inc. Savings and Profit Sharing Plan of our report dated June 23, 2009, with respect to the financial statements and schedule of CARBO Ceramics Inc. Savings and Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2008.

/s/ Ernst & Young LLP

New Orleans, Louisiana
June 23, 2009