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): August 7, 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	77042
(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 August 7, 2006, Omega Protein Corporation (the “Company”) issued a news release reporting the Company’s earnings for the quarter ended June 30, 2006. For additional information regarding the Company’s second 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 Statement 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 August 7, 2006 titled “Omega Protein Reports 3 Cents Per Share Second Quarter Profit.”

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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 thereunto duly authorized.

	Omega Protein Corporation
Dated: August 7, 2006	/s/ John D. Held
	John D. Held
	Executive Vice President and General Counsel

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EX-99.1

EXHIBIT 99.1

Omega Protein Reports 3 Cents Per Share Second Quarter Profit

HOUSTON, August 7, 2006 – 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 $630,000 (3 cents a share) for the second quarter of 2006, compared with net income of $659,000 (3 cents a share) for the second quarter of the previous year.

Revenues for the second quarter ended June 30, 2006 were $33.3 million compared with revenues of $27.5 million for the comparable quarter in 2005. Omega Protein recorded operating income of $1.5 million for the 2006 second quarter, versus operating income of $0.8 million for the second quarter of 2005.

For the six months ended June 30, 2006, the Company had revenues of $61.6 million, compared with $51.3 million in revenues for the first six months of 2005. Omega Protein recorded operating income of $4.9 million for the six months ended June 30, 2006, versus operating income of $1.0 million for the comparable period a year earlier. The Company had net income of $3.2 million (13 cents a share) for the six months ended June 30, 2006, compared with net income of $766,000 (3 cents a share) for the six months ended June 30, 2005.

Omega Protein’s second quarter results, as well as the results for the first six months of 2006, reflect increased margins primarily due to higher sales prices received during the current year, partially offset by increased costs of production.

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.”

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OMEGA PROTEIN CORPORATION

Statement of Operations

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
	(in thousands, except per share amounts)
Revenues	$	33,338		$	27,510		$	61,641		$	51,341
Cost of sales		28,002			23,693			49,313			44,468
Gross profit		5,336			3,817			12,328			6,873
Selling, general and administrative expense		3,641			2,957			6,977			5,735
Loss resulting from natural disaster		192			—			433			—
Loss on disposal of assets		30			96			29			96
Operating income		1,473			764			4,889			1,042
Interest expense, net		(353	)		(52	)		(645	)		(175	)
Other income (expense), net		(104	)		230			(126	)		191
Income before income taxes		1,016			942			4,118			1,058
Provision for income taxes		386			283			962			292
Net income	$	630		$	659		$	3,156		$	766
Basic earnings per share	$	0.03		$	0.03		$	0.13		$	0.03
Weighted average common shares outstanding		25,088			24,968			25,066			24,937
Diluted earnings per share	$	0.02		$	0.03		$	0.12		$	0.03
Weighted average common shares and common share equivalents outstanding		26,023			26,307			26,016			26,383

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OMEGA PROTEIN CORPORATION

CONDENSED BALANCE SHEET

(Unaudited)

	June 30, 2006		December 31, 2005
	(in thousands)
ASSETS
Current assets	$	101,880	$	98,390
Property and equipment, net		101,422		93,965
Deferred tax assets, net		5,397		6,293
Other assets		2,196		1,579
Total assets	$	210,895	$	200,227
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	27,579	$	19,270
Long-term debt, less current maturities		26,454		27,658
Other long-term liabilities		10,984		10,932
Stockholders’ equity		145,878		142,367
Total liabilities and stockholders’ equity	$	210,895	$	200,227
Book value per share outstanding	$	5.81	$	5.69

CONTACT:

Investor Relations, (713) 623-0060 OR hq@omegahouston.com

Web site: www.buyomegaprotein.com

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