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): July 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 Boulevard 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 7.01 Regulation FD Disclosure

The Company makes and may continue to make presentations to investors, potential investors, analysts and other groups and may utilize presentation material about the Company and its industry. The Company is filing herewith a copy of this presentation material as Exhibit 99.1.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits

99.1 Omega Protein Corporation July 2008 Presentation

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: July 8, 2008	/s/ John D. Held
	John D. Held
	Executive Vice President, General Counsel and Secretary

EX-99.1

July 2008

Exhibit 99.1

The information presented herein may contain predictions, estimates and other forward-

looking statements within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Securities Exchange Act of 1934.  Although the Company believes that its

expectations are based on reasonable assumptions, it can give no

assurance that its goals

will be achieved.  Important factors that could cause actual results to differ materially from

those included in the forward looking statements include:  (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 Protein’s filings with the Securities and Exchange Commission, including

its

2006 Annual Report on Form 10K under the headings, “Management’s Discussion and

Analysis of Financial Condition”

and “Risk Factors.”

Omega Protein cautions you not to

place undue reliance on these forward-looking statements, which speak only as of the date

of this presentation, and Omega Protein undertakes no obligation

to update this information. 

Omega Protein urges you to carefully review and consider the disclosures made in this

presentation and its filings with the Securities and Exchange  Commission that attempt to

advise interested parties of the risks and factors that may affect its business.

Some of the information presented is derived from third-party sources and, while the

Company believes the data to be reliable, the Company has made no independent

investigation of these third-party sources or attempted to verify the veracity of the third-

party data in any way.

•

Founded in 1913

•

Approximately 1,100 employees

•

North America’s largest producer of fish meal

•

One of world’s largest fish oil producers

•

Attractive and growing target markets

–

Specialty animal feeds

–

Aquaculture feeds

–

Functional foods

Company Overview

Office, Plant and Warehouse Locations

Office, Plant and Warehouse Locations

East Dubuque, IL

Moss Point, MS

Abbeville, LA

Cameron, LA

Avondale, LA

Houston, TX

Reedville, VA

St, Louis, MO

Norfolk, VA

Menhaden

(Brevoortia

tyrannus,

Brevoortia

patronus)

Female can lay up to 400,000 eggs per year.

Source:

Amendment 1 to the Interstate Fishery Management Plan for Atlantic Menhaden.

Atlantic States Marine Fisheries Commission, July 2001, p.5.

Menhaden:  The Sustainable Resource

“The status of the stock coastwide

is considered to be

healthy

based on newly recommended benchmarks

developed in the latest peer-reviewed stock assessment.”

-

National Marine Fisheries Service (2006 Stock Assessment)

“The stock is not considered to be over-fished, nor is over-

fishing occurring.”

-

2006 Stock Assessment Report for Atlantic Menhaden. 

Atlantic Menhaden Technical Committee, September 26, 2006, p. ii

“…NMFS reports a numerical by-catch incidence (i.e., fish

that are unintentionally caught) of less than 0.1 percent for the

menhaden fishing industry.”

-

“Substances Affirmed as Generally Recognized as Safe: Menhaden Oil,”

Agency: FDA, Department of HHS.  Federal Register:  January 15, 2004,

CFR Part 184.  Docket Number 1999p-5332.

Purse Seine Fishing

•

Not overfished

•

Fishing methods cannot

impact the seabed

•

Low by-catch

Agriproducts

Slaughterhouse/Packer

Processing Plant

Hog Farmer

Pet Food Retailer

Aqua Producer

Feed Manufacturer

Feed Manufacturer

Feed Manufacturer

Swine

Pet

Aquaculture

Food Store

Food Store

Feed to Food

Top 20 Feed Manufacturers:  2007

Company

Headquarters

Production Capacity

(000)

Cargill/Agribrands

USA

17,500

Charoen Pokphand

Thailand

15,200

Land O’Lakes

USA

11,500

Tyson Foods

USA

10,000

Zen-noh Co-operatives

Japan

7,800

Nutreco

Netherlands

6,100

Ucaab Co-operatives

France

4,000

ABNA

UK

3,800

Smithfield

USA

3,600

Sadia

Brazil

3,500

Provimi

Netherlands

3,300

ADM Alliance Nutrition

USA

3,200

Hope Group

China

3,200

Ridley

Australia

3,200

Perdigao

Brazil

3,000

Bachoco

Mexico

2,900

Perdue Farms

USA

2,600

Glon

France

2,600

DLG

Denmark

2,500

Evialis

France

2,400

Source:  Gill, C. (2006, October). Top 25 companies. Feed International, 27(9), 10.

Omega Protein’s Products

Omega Protein’s Products

Menhaden

Fish Oil

Fish Meal

Fish Solubles

FAQ

Aqua Oil

Crude Oil

Fish Meal

World Meal Production 2007

Soybean

77%

Other

1%

Fish

3%

Sunflower

6%

Rapeseed

13%

Source: Mielke, T (2008). Oil World Annual 2008 Vol. 1 –

up to 2007/08. Hamburg, Germany: ISTA Mielke

GmbH.

0

2,000

4,000

6,000

8,000

2001

2002

2003

2004

2005

2006

2007

Global Fish Meal Output

US

Peru

Chile

EU-27

Rest of World

Source:  Mielke, T (2008). Oil World Annual 2008 Vol. 1 -

up to 2007/08. Hamburg Germany: ISTA Mielke

GmbH.

6,403

6,468

5,611

6,417

6,086

5,464

5,441

Omega Protein Fish Meal Production

57,833

99,049

34,661

122,140

40,795

102,406

29,016

109,922

30,944

105,203

19,250

127,695

23,605

119,521

0

50,000

100,000

150,000

200,000

2001

2002

2003

2004

2005

2006

2007

FAQ

Specialty

Market Prices

Source:  The Jacobsen

Omega Protein Average Price per Ton

Fish Meal

$348

$407

$469

$498

$537

$562

$646

$799

$0

$200

$400

$600

$800

$1,000

2000

2001

2002

2003

2004

2005

2006

2007

Current

Spot

as of 06/26/08

$900

Omega Protein Fish Meal Markets

Dairy

10%

Swine

30%

Poultry

4%

Aqua

42%

Pet

11%

Other

3%

Aqua

18%

Pet

11%

Poultry

20%

Dairy

12%

Other

2%

Swine

37%

2000

2007

Fish Oil

Global Production of Oils and Fats

2007

Sunflower

8%

Palm Oil

29%

Other Oils

15%

Fish Oil

1%

Rapeseed

14%

Butter

5%

Soybean Oil

28%

Source:

Mielke,

T.

(Ed.).

(2007).

Oil

World

Annual.

Hamburg,

Germany:

ISTA

Mielke

GmbH,

(Oils

&

Fats, Summary 3).

Source:

Mielke,

T

(2008).

Oil

World

Annual

2008

Vol.

1

-

up

to

2007/08.

Hamburg,

Germany:

ISTA

Mielke

GmbH.

1,127

946

1,006

1,129

988

1,021

1,060

0

200

400

600

800

1,000

1,200

2001

2002

2003

2004

2005

2006

2007

Global Fish Oil Output

USA

Peru

Chile

EU-27

Rest of World

Omega Protein Fish Oil Markets

Beef

14%

Agronomy

1%

Industrial

3%

Dairy

1%

Aquaculture

67%

Pet

12%

Swine

2%

2000

2007

Hydrogenation

80%

Beef

13%

Aquaculture

7%

Omega Protein’s Average Price per Ton

Fish Oil

as of 06/26/08

$1600

$215

$313

$461

$459

$540

$594

$652

$787

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2000

2001

2002

2003

2004

2005

2006

2007

Current

Spot

Refined Oil Price History

0.3

0.4

0.5

0.6

0.7

0.8

0.9

1

1.1

1.2

1.3

Crude

VPG

Refined Oil Markets (2006)

Total Volume: 9,596 MT

Aquaculture

17%

Dairy

7%

Equine

2%

Industrial

19%

Pet

47%

Poultry

2%

Agronomy

3%

Swine

3%

Refined Oil Markets (2007)

Total

Volume:

11,264MT

Aquaculture

7%

Industrial

14%

Pet

66%

Dairy

3%

Agronomy

3%

Swine

5%

Poultry

2%

Developing Markets

•

Aquaculture:

Increasing

demand

for

farmed salmon and other seafood.

•

Pets:

Rising

pet

ownership

and

demand

for balanced foods (Omega-3s).

•

Swine:

Demand

for

pork

increasing,

especially in developing countries.

Refined Oil Shipments

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

2002

2003

2004

2005

2006

2007

Virginia Prime Silver

Virginia Prime Gold

Shrimp

Aquaculture

Atlantic Salmon

Trout

Cobia

Tilapia

Catfish

Striped Bass

Redfish

Alligator

Crawfish

Cod

Red Snapper

Sales Forecasts of Pet Products by Region

(billions)

15.1%

$67.0

$58.3

WORLD

22.9%

0.69

0.56

Africa/Middle East

17.4%

2.0

1.7

Australasia

13.8%

7.9

7.0

Asia Pacific

40.2%

5.5

3.9

Latin America

11.3%

24.7

22.2

North America

72.9%

2.7

1.6

Eastern Europe

10.1%

$23.5

$21.4

Western Europe

% Change

2010

2005

Region

Source:

Phillips, T. (2007, January). The petfood

market in 2010. Petfood

Industry, 49(1),

6    

(Euromonitor

International).

14.1

$48,017.8

$42,077.8

Total cat and dog food

11.9

$18,099.9

$16,174.4

Total cat food

20.1

$     756.1

$     629.5

Cat treats and mixers

1.5

$  2,342.6

$  2,306.9

Economy cat food

8.3

$  7,093.8

$  6,548.8

Mid-priced cat food

18.2

$  7,907.3

$  6,689.2

Premium cat food

15.5

$29,917.9

$25,903.4

Total dog food

19.8

$  4,786.1

$  3,994.9

Dog treats and mixers

10.5

$  4,214.4

$  3,815.1

Economy dog food

9.8

$10,077.9

$  9,180.7

Mid-priced dog food

21.6

$10,839.6

$  8,912.7

Premium dog food

% Growth

2010

2005

Category

Global Sales of Dog and Cat Food

Source:

Euromonitor

2006. Higgins, E. (2006, September). Global Growth Trends. Petfood

Industry, 48(9),

24

Swine

The World Market Demand for Meat

Source:

Hartog, L.  (2005, April).  Global Perspective on Integrated Pork Production. Presented at

the London Swine Conference, England.

Market Dynamics

•

More pork is consumed in the world than

any other meat.

–

Pork production: 93 million tons

–

Chicken production: 72 million tons

–

Beef production: 60 million tons

•

Pork production is increasing rapidly in

developing countries.

Source:  Nierenberg,

D.

“Meat

production

and

consumption

grow”.

Mindfully. Retrieved

May

24,

2007,

from

Mindfully.org

Web

site:

http://www.mindfully.org/Food/2003/Meat-Production-WorldwideMay03.htm

Pork Production

2003 Pork Production by Country

Historical and Projected Pork Production

Source: Speedy, A. Overview of world feed protein needs and supply.

Retrieved May 24, 2007, from FAO Corporate Document Repository

Web site: http://www.fao.org/docrep/007/y5019e/y5019e05.htm

1.76

Denmark

1.80

Vietnam

1.91

Canada

2.20

Poland

2.35

France

2.60

Brazil

3.20

Spain

4.12

Germany

8.93

USA

43.46

China

Pork Production (%)

Country

Source: Hartog, L.  (2005, April).  Global Perspective on

Integrated Pork Production. Presented at the London

Swine Conference, England.

Universities Utilizing Omega Protein’s Fish Oil for Research

Research (Meal and Oil)

Horses:

Improved reproductive function (sperm output and motility)

University of Arizona

Lower exercising heart rates and improved recovery time

University of Kentucky

Improved immune response

University of Florida

Improved athletic response-inflammation

Texas A&M University

Swine:

Increased average daily gain vs. other products

Kansas State University

Superior fatty acid profile improves immunity in baby pigs

University of Missouri

Improved reproductive performance

Kansas State University

Improved number of pigs per litter

Kansas State University

Aquaculture:

Improved feed conversion (trout) vs. plant protein

Purdue University

Omega-3 deposition in catfish flesh

Mississippi State University

Improved digestibility in shrimp vs. Mexican fish meal

University of Nuevo Leon

Pets:

Improved skin and coat condition

Cornell University/Iams

Improved healing (wound and surgery)

Auburn University

Improved cancer longevity (lymphoma) 

Hills

Improved trainability of puppies

Iams

World  Population Growth

Industrial

Agricultural

Hunter-Gatherer

1850

1

1930

2

1960

3

1976

4

1986

5

2006

6

(-4x10

6

years)

(-10,000 years)

1800

1900

2000

Source: Leaf and Weber Am J Clin

Nutr

1987;45:1048-1053

0.02

lbs/pers/year-1909

25.0

lbs/pers/year-1999

Source:  J. Hibbeln, M.D., National Institute of Health, Bethesda, MD

Soy oil production for food consumption

USA, 1909-1999

Year

1900

1920

1940

1960

1980

2000

0

5

10

15

20

25

30

Estimated Fatty Acid Content

Source:  Am J Clin

Nutr

2006; 83(suppl): 14835-935

1,436

439

Atlantic salmon

1,173

96

Bluefin

tuna

928

735

Freshwater trout

0

65,700

Sunflower oil

0

51,000

Soybean oil

0

41,300

Sesame oil

0

20,300

Canola oil

0

7,900

Olive oil

mg/100g

mg/100g

Omega-3 (EPA + DHA)

Omega-6

•

Most vegetable oils

•

Corn

•

Soy

•

Canola

•

Safflower

•

Sunflower

•

Breads and Baked Goods

•

Cereals

•

Eggs and poultry

•

Nuts

Foods Rich in Omega-6 Fatty Acids

Dyerberg

and Bang Study

2.8%

13.7%

Omega-3

10.0%

5.4%

Omega-6

Danish

Greenland Eskimo

Food Composition

34.7%

5.3%

Danish

Greenland Eskimo

Ischemic Heart Disease

Source:  Dyerberg

J. Observations on populations in Greenland and Denmark.  In:  Barlow SM. Stansby

ME, eds. Nutritional evaluation of long-chain fatty acids in fish oil.  New York, NY: Academic

Press, 1982:245-61.

PDAY Study

Heart Disease Begins in Childhood

Source:  PDAY results, Art. Thromb. Vasc. Biol. 19:753-761(1999)

100% of 15 -

19 age group already had atherosclerosis!

Prevention must begin in childhood!

30%

40%

30 –

34

10%

20%

15 –

19

Coronary Artery

Aorta

Age

% of Subjects Showing Damage to:

Autopsied 2,875 persons aged 15 to 34 who died of external causes.

More Omega-3 = Less CHD

0

50

100

150

200

25

35

45

55

65

75

85

Greenland

Japan

Spain

United States

Source:  Lipids 38, 317-321 (April 2003)

% Omega-6 in Tissue HUFA

Omega-3 Food Introductions

(1996 –May 2008)

Fish

139

OmegaPure

fortified

12

Long-chain

fortified

46

Short-chain

fortified

428

Source:

Datamonitor

Product Scan

Online Database.

The Future of Fish Oil

Source: Packaged Facts: Omega-3 Foods and the U.S. Food and Beverage Market, March 2007

28.6%

71.4%

70.0%

30.0%

100.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

2011

2006

2002

Percent Share of ALA vs DHA/EPA 2002-2011

ALA

EPA and DHA

Omega-3 Consumer Awareness

•

78% relate fish oil to reduced risk of heart disease

43% already consuming

39% likely to consume

•

55% relate fish oil to cognitive development

45% already consuming

34% likely to consume

Source: Packaged Facts: Omega-3 Foods and the U.S. Food and Beverage Market, March 2007

Awareness of fish oil

is 25% higher than that of

Omega-3 fatty acids .

100.0

400.0

820.0

1,399.7

2,000.2

3,500.3

4,798.9

5,499.5

6,104.4

7,001.7

$0

$2,000

$4,000

$6,000

$8,000

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

Source: Packaged Facts: Omega-3 Foods and the U.S. Food and Beverage Market, March 2007

75%

37%

15%

11%

15%

Percent increase:

* These numbers include flax

Retail Sales of Omega-3 Fortified Products*

Food-Grade Menhaden Potential

Global Capture Production

Source:

“The State Of World Fisheries And Aquaculture.”

FAO Fisheries and Aquaculture Department.

Food And Agriculture Organization Of The United Nations. Rome 2007

Metric Tons

Global Capture Production

95.6

93.1

93.3

90.5

95.0

93.8

0

10

20

30

40

50

60

70

80

90

100

2000

2001

2002

2003

2004

2005

Source:

“The State Of World Fisheries And Aquaculture.”

FAO Fisheries and Aquaculture Department.

Food And Agriculture Organization Of The United Nations. Rome 2007

Source: Christopher Lischewski. The Global Seafood Industry: A Perspective on Consumption and Supply. Retrieved on May 23, 2008.

http://www.bob-russell.net/Seafood/web/presentations/Lischewski%20-%20SeafoodGlobalConsumptionAndSupply0220306.doc

Figure Source: United Nations Department of Economic and Social Affairs/Population Division World Population to 2300 Retrieved on May 23, 2008.

http://www.un.org/esa/population/publications/longrange2/WorldPop2300final.pdf

•

By 2025, the

global

population is

expected to

grow to 8.5

billion.

•

Assuming no

increase in per

capita seafood

consumption,

global seafood

demand during

this period

would grow by

a further 50

million tons.

Global Population Projection

Global Utilization of Production

0

20

40

60

80

2000

2001

2002

2003

2004

2005

Human Consumption

Non-food uses

Source:

“The State Of World Fisheries And Aquaculture.”

FAO Fisheries and Aquaculture Department. Food And

Agriculture

Organization Of The United Nations. Rome 2007

Global Aquaculture Production

35.5

37.9

40.4

42.7

45.5

47.8

25

35

45

2000

2001

2002

2003

2004

2005

Source:

“The

State

Of

World

Fisheries

And

Aquaculture.”

FAO

Fisheries

and

Aquaculture

Department.

Food And Agriculture Organization Of The United Nations. Rome 2007

-4

-3

-2

-1

0

1

2

3

4

5

6

7

Projected Protein Consumption Shift in U.S. Population, 2000-2020

Beef

Pork

Poultry

Seafood

Source:

H.M.

Johnson.

“An

analyses

to

assess

the

demographic

future

of

seafood

service

markets.”

Vision

2020

Annual Report on the United States. United States Department of Agriculture.

-

25.2% of total weight

(E)

Waste

-

24.5% of total weight

(D)

Belly Flaps

-

36.3% of total weight

(C)

Dressed backs

-

14.0% of total weight

(B)

Dressed heads

-

Av. fork length 185 mm, av. wt. 126.9 g.

(A)

Whole Fish

Typical Composition

FGGM

5.19%

4.15%

3.50%

7.07%

4.61%

Ash

10.01%

16.55%

17.22%

14.36%

15.29%

Protein

20.57%

22.14%

14.24%

16.14%

17.85%

Fat

59.14%

58.31%

64.13%

61.15%

61.27%

Moisture

E

D

C

B

A

Proximate Composition

Food-Grade Gulf Menhaden

Mahi

Mahi

Dolphin fish

Chilean Sea Bass

Patagonian toothfish

Orange Roughy

Deep Sea Perch

Black Kingfish

Lemon Fish

Cobia

Pink Salmon

Humpback Salmon

Marketed Name

Original

Fish Names Changed for Marketing Purposes

Financial Review

Revenue and Profitability Trends

Actual

($ in millions, except per share data)

2004

2005

2006

2007

Q1 2008

TTM

Sales

120

$      

110

$      

140

$      

157

$      

36

$      

162

$     

   % Growth

-8.3%

27.3%

12.1%

Gross Profit %

12.9%

16.3%

16.6%

22.1%

22.9%

22.6%

EBITDA (TTM less one time charges)

16

$        

16

$        

23

$        

30

$        

35

$      

35

$       

Net Income (GAAP)

3.2

(7.2)

4.6

12.1

1.9

16.3

Basic Earnings per Share (GAAP)

0.13

(0.29)

0.19

0.72

0.11

0.91

  Basic Shares

24.5

25.0

24.3

16.8

17.5

17.5

Capital Expenditures

23

18

20

8

5

10

Historical

Revenue in Millions

100

119

138

156

175

2004

2005

2006

2007

Gross Profit Percentage

10%

14%

17%

21%

24%

2004

2005

2006

2007

EBITDA in Millions

10

16

23

29

35

2004

2005

2006

2007

Cash, Debt and Leverage Statistics

Dec. 31

Dec. 31

March 31

2006

2007

2008

Cash

8.0

$       

19.3

$       

25.9

$       

Title XI Debt

27.7

31.1

29.9

Bank of America Debt

-

34.1

33.3

Ableco

Debt

47.5

-

-

Total Debt

75.2

$     

65.2

$       

63.2

$       

Total Shareholders Equity

101.1

$   

118.5

$     

124.1

$     

EBITDA

22.6

30.4

35.4

Key Credit Statistics

Total Debt/Equity

74%

55%

51%

Net Debt/EBITDA

3.0

1.5

1.1

Total Debt/EBITDA

3.3

2.1

1.8

Debt Maturity Schedule

$7.7

$6.3

$9.4

$9.6

$13.9

$18.3

$0

$5

$10

$15

$20

2008

2009

2010

2011

2012

Thereafter

Middle Market Spreads

(Source: Bank of America)

150

250

350

450

Sponsored

Non-Sponsored

Omega Protein

Cerberus

BoA Debt

July 2008