FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Masutti Dario E 		2. Issuer Name and Ticker or Trading Symbol

ICO INC [ ICOC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Group President - Australasia
(Last)          (First)          (Middle)

141 DIANA DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/15/2008
(Street)

GLENFIELD, AUCKLAND, Q2 
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

9/17/2008 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/15/2008     M (2)    700   A $2.39   54700   (1) (4) D    
Common Stock   9/15/2008     S (3)    700   D $6.4014   54000   (1) (4) D    
Common Stock   9/15/2008     M (2)    900   A $2.39   54900   (1) (4) D    
Common Stock   9/15/2008     S (3)    900   D $6.3956   54000   (1) (4) D    
Common Stock   9/15/2008     S (3)    653   D $6.3907   53347   (1) (4) D    
Common Stock   9/16/2008     M (2)    10249   A $2.39   63596   (1) (4) D    
Common Stock   9/16/2008     S (3)    10249   D $6.35   53347   (1) (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $2.39   9/15/2008     M  (2)    1600       8/9/2004   8/9/2014   Common Stock   1600   $0   6400   (4) D    
Employee Stock Option (Right to Buy)   $2.39   9/16/2008     M  (2)    6400       8/9/2005   8/9/2014   Common Stock   6400   $0   0   (4) D    
Employee Stock Option (Right to Buy)   $2.39   9/16/2008     M  (2)    3849       8/9/2005   8/9/2014   Common Stock   3849   $0   4151   (4) D    

Explanation of Responses:
( 1)  The total includes 24,000 restricted shares of common stock issued pursuant to the ICO, Inc. 2007 Equity Incentive Plan. All of these restricted shares will vest on August 13, 2010, subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement pursuant to which such restricted shares were granted.
( 2)  The exercises reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2008 and amended September 11, 2008.
( 3)  The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2008 and amended September 11, 2008.
( 4)  On September 17, 2008, the reporting person filed a Form 4 reporting a series of transactions made on September 15, 2008 and September 16, 2008. As a result of communication errors on the part of the reporting person's broker, the transactions reported by the reporting person and listed on the original Form 4 filed on September 17, 2008 were in error. This Form 4/A is filed to amend and correctly restate the series of transactions reported on the original Form 4 filed on September 17, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Masutti Dario E
141 DIANA DRIVE
GLENFIELD, AUCKLAND, Q2 

Group President - Australasia

Signatures
Dario E. Masutti 9/25/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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