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): October 24, 2011

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 8.01. Other Events

On October 24, 2011, Omega Protein Corporation (the “Company”) issued a press release announcing the retention of Lipid Technologies, LLC. For additional information, please refer to the Company’s press release attached to this report as Exhibit 99.1 and incorporated herein by reference.

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 Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

In accordance with

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 October 24, 2011 titled “Omega Protein Announces Retention of Lipid Technologies, LLC.”

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
Date: October 24, 2011	/s/ John D. Held
	John D. Held
	Executive Vice President and
	General Counsel

EX-99.1

EXHIBIT 99.1

Omega Protein Announces Retention of Lipid Technologies, LLC

HOUSTON, October 24, 2011 – Omega Protein Corporation (NYSE symbol: OME), a nutritional ingredient company and the nation’s leading producer of Omega-3 fish oil and specialty fish meal products, today announced that it has retained Lipid Technologies, LLC. as a strategic advisor in connection with its omega-3 fish oil and omega-3 concentrate research and development efforts.

Lipid Technologies is an analytical services and biotechnology consulting company that specializes in the areas of fatty acid analysis, nutrition and biochemistry. Formed in 1995 by Dr. Doug Bibus, Lipid Technologies serves the fatty acid and lipid analytical needs of many large pharmaceutical companies.

The President of Lipid Technologies, Dr. Doug Bibus, is an expert in the field of Omega-3 fatty acids, lipid and fatty acid nutrition, and human and animal health. Dr. Bibus is a member of several organizations including the American Oil Chemists’ Society, the American Chemical Society, the Society for Critical Care Medicine and the International Society for the Study of Fatty Acids and Lipids. Dr. Bibus has been the recipient of the American Oil Chemists’ Honored Student Award and a two-time winner of the American Chemical Society’s Award in Analytical Chemistry.

“Our relationship with Lipid Technologies will be an asset to Omega Protein in our pursuit of value added products related to our line of omega-3 fish oil and omega-3 concentrates for the human supplement markets,” said Joe von Rosenberg III, Omega Protein’s President and Chief Executive Officer. “Dr. Bibus will also assist with scientific aspects of our research and development and product line expansion.”

About Omega Protein Corporation

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 which is abundantly available along the U.S. Gulf of Mexico and Atlantic Coasts

Forward Looking Statements

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. Forward-looking information may be based on projects, predictions and estimates. Some statements in this press release may be forward-looking and use words like “hope,” “hopeful,” “may,” “may not,” “believes,” “do not believe,” “expects,” “do not expect,” “anticipates,” “do not anticipate,” “see,” “do not see,” or other similar expressions.

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: the Company’s estimates of damages, assessment of damages, repair times, or estimates for restoration of power being incorrect. 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.

CONTACT:

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

Web site: www.omegaproteininc.com