Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 16, 2008, Joseph E. Kadi, age 48, was promoted from Director of Strategic Development of Omega Protein Corporation (the "Company") to Senior Vice President - Operations of the Company and his annual base salary will be increased, effective January 1, 2009, from $171,000 to $200,000.

Mr. Kadi has served as Director of Strategic Development of the Company since November 2008. From 2003 to October 2008, Mr. Kadi was the Vice President of Operations for Milk Specialties Company, a manufacturer of nutritional and health products for the food and feed industries. From 1999 to 2003, Mr. Kadi was Director of Manufacturing, Worldwide for Applied Food Biotechnology, a manufacturer of liquid and dry pet food flavors.

The Company has entered into a letter agreement with Mr. Kadi pursuant to which he is entitled to receive an annual salary, a year-end cash bonus, a non-qualified option to purchase 20,000 shares of the Company's common stock (which was granted on November 19, 2008), relocation benefits, the use of a Company vehicle, and a severance of six months continuation of his annual base salary and health care benefits in the event of a termination of his employment by the Company other than for cause. Mr. Kadi is also entitled to participate in the Company's health, welfare and retirement programs. The letter agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The forgoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the attached agreement.