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 Act of 1934

Date of Report (Date of earliest event reported): April 29, 2004

Omega Protein Corporation

(Exact name of registrant as specified in its charter)

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

1717 St. James Place, Suite 550 Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

(713) 623-0060

(Registrant’s telephone number, including area code)

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 April 29, 2004, titled “Omega Protein Reports 3 Cents Per Share First Quarter Profit”

Item 12. Results of Operations and Financial Condition

On April 29, 2004, Omega Protein Corporation (the “Company”) issued a news release reporting the Company’s earnings for the quarter ended March 31, 2004. For additional information regarding the Company’s first quarter 2004 earnings, please refer to the Company’s press release attached to this report as Exhibit 99.1 and incorporated herein by reference.

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 thereunto duly authorized.

	Omega Protein Corporation
Dated: April 29, 2004.	/s/ John D. Held
	John D. Held
	Senior Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

NEWS

Omega Protein Reports 3 Cents Per Share First Quarter Profit

HOUSTON, April 29, 2004 – Omega Protein Corporation (NYSE symbol: OME), the world’s largest manufacturer of heart-healthy fish oils containing long-chain Omega-3 fatty acids, today reported net income for the first quarter of 2004 of $646,000 (3 cents per share), compared with net income of $2.6 million, or 11 cents a share, for the first quarter of the previous year.

Revenues for the first quarter of 2004, which ended March 31, were $25.1 million, versus revenues of $25.1 million for the year-earlier quarter. Omega Protein had operating income of $1.2 million for the first quarter of 2004, compared with operating income of $4.2 million in the comparable quarter of the previous year. First quarter 2004 margins were reduced from the prior year’s comparable quarter due to higher cost inventory being carried forward into 2004.

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; (3) Omega Protein’s expectations regarding demand for OmegaPure^™ proving to be incorrect; and (4) 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 2003 Annual Report on Form 10K under the headings, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risk Factors and Significant Factors That May Affect Forward-Looking Statements” and “–Seasonal and Quarterly Results.”

Contact:	Investor Relations (713) 623-0060 or hq@omegaproteincorporation.com
	Website: www.buyomegaprotein.com

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OMEGA PROTEIN CORPORATION

STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2004			2003
	(in thousands, except per share amounts)
Revenues	$	25,056		$	25,101
Cost of sales		21,382			18,679
Gross profit		3,674			6,422
Selling, general and administrative expense		2,462			2,196
Operating income		1,212			4,226
Interest expense, net		(187	)		(154	)
Other income (expense), net		(56	)		21
Income before income taxes		969			4,093
Provision for income taxes		323			1,446
Net income	$	646		$	2,647
Basic earnings per share	$	0.03		$	0.11
Average common shares outstanding		24,405			23,983
Diluted earnings per share	$	0.02		$	0.10
Average common shares and common share equivalents outstanding		26,343			25,433

2

OMEGA PROTEIN CORPORATION

CONDENSED BALANCE SHEET

(Unaudited)

	March 31, 2004		December 31, 2003
	(in thousands, except per share amounts)
ASSETS
Current assets	$	93,272	$	97,445
Property and equipment, net		86,957		85,231
Deferred tax assets, net		107		405
Other assets		2,576		3,087
Total assets	$	182,912	$	186,168
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	12,761	$	16,508
Long-term debt		17,196		17,605
Other long-term liabilities		7,012		6,838
Stockholders’ equity		145,943		145,217
Total liabilities and stockholders’ equity	$	182,912	$	186,168
BOOK VALUE PER SHARE OUTSTANDING	$	5.98	$	5.95

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