8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC, 20549

____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported: October 12, 2007)

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INNOPHOS HOLDINGS, INC.

(exact names of registrants as specified on their charters)

______________________

Delaware	001-33124	20-1380758
(states or other jurisdictions of incorporation)	(Commission File numbers)	(IRS Employer Identification Nos.)

259 Prospect Plains Road

Cranbury, New Jersey 08512

(Address of Principal Executive Officer, including Zip Code)

(609) 495-2495

(Registrants' Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)

Item 5.02 Departure of Directors or Certain officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

            Effective October 15, 2007, Karen Osar has been elected as a director by the Board of Directors of the Registrant and its subsidiaries, Innophos Investments Holdings, Inc. and Innophos, Inc., and appointed to their respective Audit, Compensation, and Nominating & Governance Committees.  Ms. Osar is the recently retired Executive Vice President and Chief Financial Officer of Chemtura Corporation.  Simultaneously, the Registrant accepted the resignations of Edward Conard and Blair Hendrix from those Boards, and reconstituted those committees to consist entirely of independent directors. Ms Osar's election as an independent director, combined with the resignations and resulting reduction in the Registrant's Board from six to five members, satisfies the NASDAQ Stock Market transition rules applicable to the Registrant requiring that a majority of its directors be independent and that membership of the noted committees be composed entirely of independent directors within one year of the Registrant's November 2006 listing.  A copy of the Registrant's press release dated October 12, 2007 concerning this matter is filed as Exhibit 99.1 to this report and is herein incorporated by reference in response to this item.

            As a director of the Registrant, Ms. Osar will be entitled to receive an annual retainer (currently $35,000), annual committee membership fees, meeting and similar attendance fees, plus reimbursement of expenses, in the same manner as other independent directors of the Registrant. Like the Registrant's other independent directors, Ms Osar will be entitled to grants of options at fair market value to purchase 5,000 shares of the Registrant's Common Stock for each year of completed service.  It is also expected that she will be party to an indemnity agreement covering her service as a director of the Registrant and its subsidiaries in a substantially identical form as entered into previously by the Registrant with other directors and officers.

EXHIBIT NO.	DESCRIPTION
99.1	Press release dated October 12, 2007 announcing election of Karen Osar as third independent director.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, hereunto duly authorized.

	INNOPHOS HOLDINGS, INC.
Dated: October 15, 2007	By:	/s/ William N. Farran
	Name:	William N. Farran
	Title:	Vice President, General Counsel and Corporate Secretary

3

EX-99.1 CHARTER

FOR IMMEDIATE RELEASE

INNOPHOS HOLDINGS, INC. ADDS THIRD INDEPENDENT DIRECTOR

TO ESTABLISH MAJORITY INDEPENDENT BOARD

CRANBURY, New Jersey - (October 12, 2007) - Innophos Holdings, Inc. (NASDAQ:  "IPHS"), the parent company of Innophos Investments Holdings, Inc. and Innophos, Inc., today announced the election of Karen Osar to its Board of Directors and those of its subsidiaries, effective October 15, 2007.  The company also announced the resignations of Edward Conard and Blair Hendrix, effective October 15, 2007, resulting in a resizing of the Board to five directors, three of whom will be independent.

"After an extensive search process, we are very happy to add a director with Karen's experience and background in our industry," said Randy Gress, CEO and Chairman of the Board.  Ms. Osar will serve as an independent director on three board committees: Audit, Compensation, and Nominating & Corporate Governance.  Her election maintains the Company's compliance with NASDAQ listing standards by establishing a majority independent Board and 100% independent membership on the required committees.

After October 15, Gary Cappeline (independent) will assume the Compensation Committee chair.  The remaining directors will consist of Linda Myrick (independent), Mr. Gress (management) and Stephen Zide (Bain Capital).  Bain Capital remains a 48.5% holder in the Company.

Ms. Osar was the Executive Vice President and Chief Financial Officer of Chemtura Corporation, a $4.0 billion specialty chemicals manufacturer headquartered in Connecticut, where she had responsibility for accounting, financial reporting, treasury, tax, financial planning and investor relations functions from 2004 through Chemtura's formation in 2005 until her retirement in March 2007.  From 1999 through 2003, she served first as Chief Financial Officer of Westvaco Corporation and subsequent to its merger with Mead Corporation in 2002, Senior Vice President and CFO of MeadWestvaco Corporation, primarily a provider of packaging solutions and products to major branded goods manufacturers.  She also held the position of Vice President and Treasurer of Tenneco, Inc., an industrial conglomerate, from 1994 to 1999.  Previously she served as Managing Director, Investment Banking, at JP Morgan and Company.  Ms. Osar currently serves as a director of the BNY Hamilton Funds, an affiliated group of mutual funds advised by the Bank of New York Mellon, where she chaired the audit committee from 1999-2006, Webster Financial Corporation, a bank holding company, since 2006 and SAPPI Ltd, a global pulp and paper company whose shares are listed on the New York Stock Exchange.

About Innophos Holdings, Inc.

Innophos Holdings, Inc., the parent company of Innophos Investments Holdings, Inc. and Innophos, Inc. (www.innophos.com), is one of the leading North American manufacturers of specialty phosphates, serving a diverse range of customers across multiple applications, geographies and channels.  Innophos offers a broad suite of products used in a wide variety of food and beverage, consumer products, pharmaceutical and industrial applications.  Innophos' market-leading positions derive from its experience and dedication to customer service and innovation.  Headquartered in Cranbury, New Jersey, Innophos has manufacturing operations in Nashville, TN; Chicago Heights, IL; Chicago (Waterway), IL; Geismar, LA; Port Maitland, ON (Canada); and Coatzacoalcos, Veracruz and Mission Hills, Guanajuato (Mexico). 'IPHS-G'

Innophos Holdings, Inc.                                             Breakstone Group

Investor Relations: (609) 366-1299 			Maura Gedid / Barbara Cano

investor.relations@innophos.com                          	646-452-2335 / 2334