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 Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2010

O.I. CORPORATION

(Exact name of registrant as specified in its charter)

Oklahoma	0-6511	73-0728053
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

151 Graham Road, P.O. Box 9010, College Station, Texas	77842-9010
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:  (979) 690-1711

(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 (see General Instruction A.2. below):

q Written communications pursuant to Rule 425 under the Securities Act

q Soliciting material pursuant to Rule 14a-12 under the Exchange Act

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 15, 2010, O.I. Corporation (the “Company”) held a Special Meeting of Shareholders.  The matters voted on at the meeting and the results of these votes were as follows:

Proposal 1:  Adoption of the Agreement and Plan of Merger, dated as of September 13, 2010, as amended, by and among ITT Corporation, Oyster Acquisition Corp., and OI Corporation.

For	Against	Abstain
1,747,068	11,042	350

Proposal 2:  Adjournment of the Special Meeting from time to time as may be necessary to solicit additional proxies if there are not sufficient votes in favor of adoption of the merger agreement at the time of the Special Meeting.

For	Against	Abstain
1,728,141	29,952	367

Item 7.01 – Regulation FD Disclosure

On November 15, 2010, the Company issued a press release announcing the results of its Special Meeting of Shareholders held November 15, 2010 and announcing that the consummation of the transactions contemplated by the Agreement and Plan of Merger, including the merger of the Company with Oyster Acquisition Corp., a wholly-owned subsidiary of ITT Corporation, was expected to occur following the close of trading on the Nasdaq Global Market on November 15, 2010.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report.  In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall be deemed to be “furnished” and not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 – Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 15, 2010

SIGNATURES

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.

O.I. CORPORATION
Date:	November 15, 2010
By:	/s/ J. Bruce Lancaster
	J. Bruce Lancaster,
	Chief Executive Officer & Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 15, 2010

EX-99.1

EXHIBIT 99.1

O.I. Corporation Announces Results of Special Meeting

College Station, Texas---November 15, 2010—O.I. Corporation (NASDAQ: OICO) today announced that the Company’s shareholders have approved the Company’s merger with Oyster Acquisition Corp. (“Oyster”), a wholly-owned subsidiary of ITT Corporation (“ITT”).  Pursuant to the merger, Oyster will be merged into OI with OI becoming a wholly-owned subsidiary of ITT.

The parties currently expect the closing of the merger to occur after the close of market today or as soon thereafter as is reasonably practicable.  Once the merger is effectuated, the Company’s common stock will no longer be publicly traded on the NASDAQ Global Market.

About O.I. Corporation:

O.I. Corporation, dba OI Analytical, develops, manufactures, sells, and services analytical instrumentation that detects, measures, analyzes, and monitors chemicals in liquids, solids, and gases.  Providing products used to digest, extract, and separate components of chemical mixtures, the Company designs application-specific solutions for various industries including environmental testing, defense, and petrochemical.  Headquartered in College Station, Texas, the Company's products are sold worldwide.

Safe Harbor Statement

Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 (the “Act"). Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed in, or implied from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated include: the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that the ITT and OI businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; and the possibility that OI does not perform as expected following the completion of the acquisition.  Further information concerning ITT, OI, and their businesses, including factors that potentially could materially affect ITT's and OI 's financial results, is contained in ITT's and OI's filings with the Securities and Exchange Commission (the "SEC"). See ITT's and O.I. Corporation’s Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2009, and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our businesses. Neither ITT nor OI undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations, except as required by law.

Additional Information

This communication does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of any vote or approval. This communication is being made in respect of the proposed transaction involving ITT and O.I. Corporation.  In connection with the proposed transaction, OI has filed its definitive proxy statement with the SEC on October 14, 2010.  Before making any voting or investment decision, investors and stockholders are urged to read carefully in their entirety the proxy statement regarding the proposed transaction and any other relevant documents filed by O.I. Corporation with the SEC when they become available because they will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website www.sec.gov, by accessing OI’s website at www.oico.com/oicorp and from O.I. Corporation by directing a request to O.I. Corporation, 151 Graham Road, P.O. Box 9010, College Station, Texas 77842-9010, Attention: Laura Hotard.

ITT and O.I. Corporation and their respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about ITT's directors and executive officers in its definitive proxy statement filed with the SEC on March 29, 2010. You can find information about O.I. Corporation's directors and executive officers in its definitive proxy statement filed with the SEC in connection with the proposed transaction on October 14, 2010. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. You can obtain free copies of these documents from O.I. Corporation using the contact information above.

Investor Relations:

Bruce Lancaster

Chief Executive Officer &

Chief Financial Officer

979.690.1711