8-K

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):

October 30, 2003

OMEGA PROTEIN CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-14003	76-0562134
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1717 St. James Place, Suite 550

Houston, Texas 77056

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (713) 623-0060

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of business acquired.

None.

(b) Pro Forma Financial Information

None.

(c) Exhibits.

99.1 Text of Press Release dated October 30, 2003, titled “Omega Protein Reports 3 Cents Per Share Third Quarter Profit.”

Item 12. Results of Operations and Financial Condition

On October 30, 2003, Omega Protein Corporation (the “Company”) issued a news release reporting the Company’s third quarter 2003 earnings. For additional information regarding the Company’s third quarter 2003 earnings, please refer to the Company’s press release attached to this report as Exhibit 99.1.

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SIGNATURE

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.

		OMEGA PROTEIN CORPORATION
Date:	October 30, 2003	By:	/S/ JOHN D. HELD
			John D. Held
			Senior Vice President, General
			Counsel and Secretary

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Exhibit Index

Exhibit Number	Description
99.1	Press Release issued October 30, 2003.

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EX-99.1

[OMEGA PROTEIN LOGO]

Exhibit 99.1

Omega Protein Reports 3 Cents Per Share Third Quarter Profit

HOUSTON, October 30, 2003 – Omega Protein Corporation (NYSE symbol: OME), the nation’s leading producer of Omega-3 fish oil and specialty fish meal products, today reported net income of $740,000 (3 cents a share) for the third quarter of 2003, compared with net income of $5.8 million (24 cents a share) for the third quarter of the previous year.

Revenues for the third quarter ended September 30, 2003 were $32.2 million compared with revenues of $35.0 million for the comparable quarter of 2002. Omega Protein reported operating income of $3.6 million for the 2003 third quarter, versus operating income of $7.7 million for the third quarter of 2002.

For the nine months ended September 30, 2003, the Company had revenues of $84.5 million, compared with $85.7 million in revenues for the first nine months of 2002. Omega Protein reported operating income of $16.2 million for the nine-month period in 2003, versus operating income of $21.2 million for the comparable period a year earlier. The Company had net income of $5.7 million (24 cents a share) for the 2003 period, compared with net income of $9.3 million (39 cents a share) for the first nine months of 2002.

Omega Protein’s third quarter results, as well as the results for the nine months ended September 30, 2003, reflect reduced margins due to less than expected fish catch brought about by adverse weather conditions along the Atlantic Coast and the Gulf of Mexico, combined with lower fish oil yields from the Gulf of Mexico fish. The reduced fish catch results in higher cost inventories and correspondingly higher cost of sales, as well as less product available for sale.

Omega Protein Corporation is the nation’s largest manufacturer of heart-healthy fish oils containing Omega-3 fatty acids for human consumption, as well as specialty fish meals and fish oil used as value-added ingredients in aquaculture, swine and other livestock feeds. Omega Protein makes its products from menhaden, an Omega-3 rich fish that is not utilized as seafood, but which is abundantly available along the U.S. Gulf of Mexico and Atlantic Coasts.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: The statements contained in this press release that are not historical facts are forward-looking statements that involve a number of risks and uncertainties. The actual results of future events described in any of these forward-looking statements could differ materially from those stated in the forward-looking statements. Important factors that could cause actual results to be materially different from those forward -looking statements include, among others, (1) the Company’s ability to meet its raw material requirements through its annual menhaden harvest, which is subject to fluctuations due to natural conditions over which the Company has no control, such as varying fish population, fish oil yields, adverse weather conditions and disease; (2) the impact of worldwide supply and demand relationships on prices for the Company’s products; and (3) fluctuations in the Company’s quarterly operating results due to the seasonality of the Company’s business and its deferral of inventory sales based on worldwide prices for competing products. These and other factors are described in further detail in Omega’s filings with the Securities and Exchange Commission, including its 2002 Annual Report on Form 10K under the headings, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Factors That May Affect Forward-Looking Statements” and “—Seasonality and Quarterly Results.”

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OMEGA PROTEIN CORPORATION

Statement of Operations

(unaudited)

	Three Months Ended September 30,						Nine months Ended September 30,
	2003			2002			2003			2002
	(in thousands, except per share amounts)
Revenues	$	32,151		$	34,992		$	84,544		$	85,708
Cost of sales		28,553			27,259			68,346			64,514
Gross profit		3,598			7,733			16,198			21,194
Selling, general and administrative expense		2,232			2,029			6,711			6,258
Operating income		1,366			5,704			9,487			14,936
Interest expense, net		(178	)		(163	)		(497	)		(474	)
Other expense, net		(12	)		(65	)		(42	)		(161	)
Income before income taxes		1,176			5,476			8,948			14,301
Provision for income taxes		436			1,876			3,181			5,051
Net income	$	740		$	3,600		$	5,767		$	9,250
Basic earnings per share	$	0.03		$	0.15		$	0.24		$	0.39
Average common shares outstanding		24,279			23,965			24,129			23,959
Diluted earnings per share	$	0.03		$	0.14		$	0.22		$	0.37
Average common shares and common share equivalents outstanding		25,982			25,261			25,692			25,074

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OMEGA PROTEIN CORPORATION

CONDENSED BALANCE SHEET

(Unaudited)

	September 30, 2003		December 31, 2002
	(in thousands)
ASSETS
Current assets	$	97,891	$	90,620
Property and equipment, net		83,777		80,713
Deferred tax assets, net		1,443		3,115
Other assets		3,339		4,579
Total assets	$	186,450	$	179,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	20,568	$	18,769
Long-term debt, less current maturities		13,262		14,239
Other long-term liabilities		10,645		10,983
Stockholders’ equity		141,975		135,036
Total liabilities and stockholders’ equity	$	186,450	$	179,027

CONTACT:

Investor Relations, (713) 623-0060

Web site: www.omegaproteininc.com

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