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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ICO, INC.
________________________________________________________________
(Exact name of registrant as specified in its charter)
Texas 75-1619554
________________________________________________________________
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
100 Glenborough Drive, Suite 250, Houston, Texas 77067
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________________ ______________________________
Common Stock, No Par Value New York Stock Exchange
Depositary Shares, each New York Stock Exchange
share representing a 1/4
ownership interest in one
share of $6.75 Cumulative
Convertible Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
________________________________________________________________
(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
______________________________________
The capital stock of ICO, Inc. (the "Company" or
"Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange"), is the Registrant's Common Stock with no
par value and the Registrant's Depositary Shares, each of which
is further described below.
Common Stock, No Par Value
__________________________
Holders of Common Stock are entitled to one vote per
share at all meetings of stockholders. Dividends that may be
declared on the Common Stock will be paid in an equal amount to
the holder of each share. No pre-emptive rights are conferred
upon the holders of such stock and there are no liquidation or
conversion rights. Nor are there any redemption or sinking fund
provisions and there is no liability to further calls or to
assessments by the Registrant.
The Registrant's Board of Directors is composed of
the Class I, Class II and Class III directors. Each class
contains three directors. The terms of the Class I directors
expire in 1988, the terms of the Class II directors expire in
1996 and the terms of the Class III directors expire in 1997.
Shareholders may not cumulate their votes for the
election of directors.
Depositary Shares
_________________
The Description of the Depositary Shares, each
representing a one-fourth (1/4) ownership interest in a share of
the Company's $6.75 Cumulative Convertible Exchangeable Preferred
Stock ("Preferred Stock") and of Preferred Stock, contained in
"Description of Securities - Depositary Shares" and "Description
of Securities - Preferred Stock" in the Final Prospectus filed
pursuant to Rule 424(b) on November 18, 1993 (Form S-2, File No.
33-70634) is hereby incorporated by reference.
The Depositary Shares are traded on the Nasdaq Stock
Market. The following table sets forth the high and low closing
prices for the Depositary Shares as reported on the Nasdaq Stock
Market for the calendar periods indicated:
High Low
_______ ________
Calendar 1993
Fourth Quarter (Depositary Shares
commenced trading in November, 1993) 26-1/4 24
Calendar Year 1994
First Quarter 27-1/4 24-1/2
Second Quarter 27-1/2 24-1/2
Third Quarter 24-1/2 20
Fourth Quarter 21 19-1/4
Calendar Year 1995
First Quarter 20-1/2 17-1/4
Second Quarter 20-1/4 16-1/2
Third Quarter 21 18-3/4
Fourth Quarter 21-1/2 19-1/2
Calendar Year 1996
First Quarter 21-1/4 19-5/8
Second Quarter 21-3/8 20
Item 2. Exhibits
________
1. All exhibits required by Instruction II to Item
2 will be supplied to the New York Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securi-
ties Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ICO, INC.
(Registrant)
By:/s/Sylvia A. Pacholder
______________________
Sylvia A. Pacholder,
President
Dated: July 9, 1996
