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, 2008

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.)

2105 City West Blvd., 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 May 8, 2008, Omega Protein Corporation (the “Company”) issued a news release reporting the Company’s earnings for the quarter ended March 31, 2008. For additional information regarding the Company’s first quarter 2008 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, 2008 titled “Omega Protein Reports 2008 First Quarter Results.”

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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: May 12, 2008	/s/ John D. Held
	John D. Held
	Executive Vice President and
	General Counsel

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EX-99.1

EXHIBIT 99.1

        NEWS        

Omega Protein Reports 2008 First Quarter Results

HOUSTON, May 8, 2008 – 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 for the first quarter of 2008 of $1.9 million ($0.11 a share), compared with a net loss of $2.3 million ($0.14 a share) for the first quarter of 2007.

Revenues for the first quarter ended March 31, 2008 were $36.1 million compared with revenues of $31.1 million for the comparable quarter in 2007. Omega Protein recorded operating income of $4.0 million for the first quarter of 2008, versus operating income of $1.2 million for the first quarter of 2007.

Omega Protein’s 2008 first quarter results reflect increased revenues and margins primarily due to higher sales prices received during the current quarter, combined with approximately 4% higher unit volume sales. The results for the three months ended March 31, 2007 were impacted by the write-off of approximately $3.0 million in deferred debt issuance costs and prepayment fees resulting from the refinancing of the Company’s prior credit agreement with a new credit facility in March 2007.

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 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 reports on Form 10-K, Form10-Q and Form 8-K. The Company also posts its latest internally generated price list for various products on its Company website, www.omegaproteininc.com. Pricing and product availability information disclosed in the price list are subject to change or discontinuance without prior notice, and the Company undertakes no obligation to update such information.

OMEGA PROTEIN CORPORATION

Statement of Operations

(unaudited)

	Three Months Ended March 31,
	2008			2007
	(in thousands, except per share amounts)
Revenues	$	36,109		$	31,129
Cost of sales		27,851			24,866
Gross profit		8,258			6,263
Selling, general and administrative expense		3,675			4,837
Research and development expense		318			208
Loss on disposal assets		217			—
Operating income		4,048			1,218
Interest income (expense), net		(1,057	)		(1,593	)
Loss resulting from debt refinancing		—			(3,024	)
Other income (expense), net		(56	)		(102	)
Income (loss) before income taxes		2,935			(3,501	)
Provision (benefit) for income taxes		1,023			(1,189	)
Net income (loss)	$	1,912		$	(2,312	)
Basic earnings (loss) per share	$	0.11		$	(0.14	)
Weighted average common shares outstanding		17,522			16,330
Diluted earnings (loss) per share	$	0.11		$	(0.14	)
Weighted average common shares and potential common share equivalents outstanding		17,904			16,330

OMEGA PROTEIN CORPORATION

CONDENSED BALANCE SHEET

(Unaudited)

	March 31, 2008		December 31, 2007
	(in thousands, except per share amounts)
ASSETS
Current assets	$	110,541	$	107,651
Property and equipment, net		98,622		96,659
Deferred tax assets, net		66		175
Other assets		2,984		3,344
Total Assets	$	212,213	$	207,829
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	25,277	$	24,190
Long-term debt, less current maturities		56,840		58,976
Pension liabilities, net		5,309		5,749
Interest rate swap liability		728		459
Stockholders’ equity		124,059		118,455
Total liabilities and stockholders’ equity	$	212,213	$	207,829
BOOK VALUE PER SHARE OUTSTANDING	$	6.93	$	6.79

CONTACT:

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

Web site: www.buyomegaprotein.com

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