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): May 8, 2006

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.)

2101 CityWest Blvd., Bldg. 3, Suite 500
Houston, Texas	77056
(Address of principal executive offices)	(Zip Code)

(713) 623-0060

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

Item 2.02. Results of Operations and Financial Condition

On May 8, 2006, Omega Protein Corporation (the “Company”) issued a news release reporting the Company’s earnings for the quarter ended March 31, 2006. For additional information regarding the Company’s first quarter 2006 earnings, please refer to the Company’s press release attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of business acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

99.1 Text of Press Release dated May 8, 2006 titled “Omega Protein Reports $2.5 Million Profit for 2006 First Quarter.”

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: May 8, 2006		/s/ John D. Held
		John D. Held Executive Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

Omega Protein Reports $2.5 Million Profit for 2006 First Quarter

HOUSTON, May 8, 2006 – 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 2006 of $2.5 million (10 cents per share), compared with net income of $107,000, or 0 cents a share, for the first quarter of the previous year.

Revenues for the first quarter of 2006, which ended March 31, were $28.3 million, versus revenues of $23.8 million for the 2005 comparable quarter. Omega Protein had operating income of $3.4 million for the first quarter of 2006, compared with operating income of $278,000 in the comparable quarter of the previous year. First quarter 2006 margins were increased from the prior year’s comparable quarter due to higher sales prices experienced in the current quarter.

About Omega Protein

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 possibility that the Company’s estimates and assumptions for its calculation of hurricane losses could be incorrect; (2) 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; (3) the impact of worldwide supply and demand relationships on prices for the Company’s products; (4) Omega Protein’s expectations regarding demand for OmegaPure^® proving to be incorrect; and (5) 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 2005 Annual Report on Form 10K under the headings “Management’s Discussion and Analysis of Financial Condition” and “Risk Factors.”

OMEGA PROTEIN CORPORATION

STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2006			2005
	(in thousands, except per share amounts)
Revenues	$	28,303		$	23,831
Cost of sales		21,311			20,775
Gross profit		6,992			3,056
Selling, general and administrative expenses		3,336			2,778
Loss resulting from natural disaster and other, net		240			—
Operating income		3,416			278
Interest expense, net		(292	)		(123	)
Other income (expense), net		(22	)		(39	)
Income before income taxes		3,102			116
Provision for income taxes		576			9
Net income	$	2,526		$	107
Basic earnings per share	$	0.10		$	0.00
Average common shares outstanding		25,043			24,906
Diluted earnings per share	$	0.10		$	0.00
Average common shares and potential common shares outstanding		26,021			26,985

OMEGA PROTEIN CORPORATION

CONDENSED BALANCE SHEET

(Unaudited)

	March 31, 2006		December 31, 2005
	(in thousands, except per share amounts)
ASSETS
Current assets	$	95,689	$	98,390
Property and equipment, net		97,285		93,965
Deferred tax assets, net		5,736		6,293
Other assets		1,539		1,579
Total Assets	$	200,249	$	200,227
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	17,040	$	19,270
Long-term debt, less current maturities		27,057		27,658
Pension liabilities, net		11,174		10,932
Stockholders’ equity		144,978		142,367
Total liabilities and stockholders’ equity	$	200,249	$	200,227
BOOK VALUE PER SHARE OUTSTANDING	$	5.79	$	5.69