Prepared By R.R. Donnelley Financial -- Form 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): 10/30/2007

O.I. CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 0-6511

Oklahoma		73-0728053
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

151 Graham Road

P.O. Box 9010

College Station, TX 77842

(Address of principal executive offices, including zip code)

(979) 690-1711

(Registrant’s telephone number, including area code)

(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:

[  ]   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 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On October 29, 2007, OI Corporation (the "Company") amended its 2003 Incentive Compensation Plan pursuant to a vote of the Company's Board of Directors. Prior to the amendment, the 2003 Incentive Compensation Plan provided that options granted to non-employee directors would vest and become exercisable six months from the date of grant and would expire three years from the date of grant. The amendment extends the vesting period for non-employee director options from six months to one year and the life of the options from three years to up to ten years, subject to such non-employee director's continuing service to the Company. Additionally, the amendment provides that each non-employee director will receive an automatic grant of an option to purchase 4,000 shares of the Company's common stock annually on the date of each annual meeting of shareholders at which he or she is re-elected or continues to serve as a non-employee director. Prior to this amendment, each non-employee director received an automatic grant of an option to purchase 2,000 shares of the Company's common stock.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Amendment to 2003 Incentive Compensation Plan

Signature(s)

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 hereunto duly authorized.

		O.I. CORPORATION


Date: October 30, 2007	By:	/s/ J. Bruce Lancaster
		J. Bruce Lancaster
		CEO & CFO

Exhibit Index

Exhibit No.		Description
EX-99.1		Amendment to 2003 Incentive Compensation Plan

EX-99.1 2 rrd176478_22137.htm AMENDMENT TO 2003 INCENTIVE COMPENSATION PLAN . AMENDMENT

TO

2003 INCENTIVE COMPENSATION PLAN

This Amendment (the "Amendment") to the 2003 Incentive Compensation Plan (the "Plan") of O.I. Corporation (the "Corporation") is effective as of October 29, 2007.

WHEREAS, the Corporation adopted the Plan on February 25, 2002;

WHEREAS, Section 15 of the Plan provides that the Corporation's Board of Directors may alter, amend, suspend, discontinue or terminate the Plan at any time (subject to certain restrictions not applicable at this time); and

WHEREAS, the Corporation desires to amend the Plan as set forth herein.

NOW, THEREFORE, the Plan is hereby amended as follows:

Amendment to Section 6a. Section 6a of the Plan is hereby amended and restated in its entirety to read as follows:

"a. Terms of Options. Each Option granted to a Non-Employee Director shall be a non-qualified stock option. All Options granted to Non-Employee Directors shall have an exercise price equal to the Market Value Per Share on the date of grant, shall vest and become exercisable twelve months from the date of grant, and shall terminate on a specified date which may be up to ten years from the date of grant, unless earlier terminated as provided in (c) below."

Amendment to Section 6b. Section 6b of the Plan is hereby amended by replacing the number "2,000" with the number "4,000" in the penultimate line thereof.

IN WITNESS WHEREOF, the undersigned officer hereby certifies that the foregoing amendment to the Plan was duly adopted and approved by the Board of Directors of the Corporation.

Dated: October 29, 2007

By: /s/ J. Bruce Lancaster

Name: J. Bruce Lancaster

Title: Chief Executive Officer &

Chief Financial Officer

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