Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2008, Omega Protein Corporation (the "Company") entered into the First Amendment to Credit Agreement, effective as of September 29, 2008 (the "First Amendment"), which amends the Credit Agreement dated as of March 26, 2007, among the Company, Omega Protein, Inc., the Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Lender, Swing Line Lender and Letter of Credit Issuer. The First Amendment amends the (i) definitions of "Consolidated Fixed Charge Coverage Ratio" and "Consolidated Leverage Ratio" to remove the references contained therein to the delivery of financial statements and (ii) financial covenant with respect to Consolidated Capital Expenditures (as defined in the Credit Agreement) to increase the limit on Consolidated Capital Expenditures from $15 million to $21 million for the fiscal year 2008, with the limit returning to $15 million for any fiscal year thereafter. The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 First Amendment to Credit Agreement effective as of September 29, 2008, among Omega Protein Corporation, Omega Protein, Inc., the Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Lender, Swing Line Lender and Letter of Credit Issuer.

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