- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * KNAPP A JOHN JR	2. Issuer Name and Ticker or Trading Symbol ICO INC [ ICOC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) 1811 BERING DRIVE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 4/19/2010
(Street) HOUSTON, TX 77057 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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	4/19/2010		M		5000	A	$2.05	266015   (1)	D
Common Stock	4/19/2010		M		5000	A	$1.35	271015   (1)	D
Common Stock	4/19/2010		M		5000	A	$1.195	276015   (1)	D
Common Stock	4/19/2010		M		5000	A	$2.32	281015   (1)	D
Common Stock	4/19/2010		M		40000	A	$2.40	321015   (1)	D
Common Stock 401(k)								2680   (2)	I	Through ICO, Inc. 401(k) Plan
Common Stock (SEP-IRA)								513643	I	Through SEP-IRA
Common Stock								10000	I	Spouse
Common Stock								278655	I	Andover Group, Inc.   (3)
Common Stock								39500	I	Andover Real Estate Services, Inc.   (4)
Common Stock1								50000	I	Knapp Children's Trust   (5)
Common Stock								10000	I	Lykes Knapp Family Foundation   (6)

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
Non-employee Director Stock Option (Right to Buy)	$2.05	4/19/2010		M		5000		11/4/2001	5/3/2011	Common Stock	5000	$0	0	D
Non-employee Director Stock Option (Right to Buy)	$1.35	4/19/2010		M		5000		9/19/2002	3/18/2012	Common Stock	5000	$0	0	D
Non-employee Director Stock Option (Right to Buy)	$1.195	4/19/2010		M		5000		9/4/2003	3/3/2013	Common Stock	5000	$0	0	D
Non-employee Director Stock Option (Right to Buy)	$2.32	4/19/2010		M		5000		9/9/2004	3/8/2014	Common Stock	5000	$0	0	D
Employee Stock Option (Right to Buy)	$2.40	4/19/2010		M		40000		12/15/2006	11/18/2012	Common Stock	40000	$0	80000	D

Explanation of Responses:
( 1)	The total includes 77,539 restricted shares of issuer's common stock issued pursuant to the Second Amended and Restated ICO, Inc. 2007 Equity Incentive Plan. All of these restricted shares will vest on May 11, 2010 subject to forfeiture prior to vesting in accordance with the terms of the Restricted Stock Agreement pursuant to which such restricted shares were awarded.
( 2)	The number of shares listed represents the reporting person's interest in equivalent shares held by the unitized stock fund in the issuer's 401(k) savings plan ("Plan"). The unitized stock fund consists of the issuer's common stock (approximately 96% of the fund value) and cash or cash equivalents (approximately 4% of fund value). The amount of shares attributed to the reporting person as a Plan participant and expressed as equivalent shares may change from time to time without the volition of the reporting person depending on the fair market value of the issuer's common stock and the amount of cash in the fund.
( 3)	The reporting person is the President and majority owner of the Andover Group, Inc., over which the reporting person has voting and investment control.
( 4)	The reporting person is the President and sole owner of the Andover Real Estate Services, Inc., over which the reporting person has voting and investment control.
( 5)	The reporting person is a Trustee of the Knapp Children's Trust. The reporting person disclaims beneficial ownership of any securities held by the Knapp Children's Trust.
( 6)	The reporting person has voting and investment control over Lykes Knapp Family Foundation.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KNAPP A JOHN JR 1811 BERING DRIVE, SUITE 200 HOUSTON, TX 77057	X		President & CEO

Signatures
A. John Knapp, Jr.		4/21/2010
** 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.
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