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

On January 20, 2009, Omega Protein Corporation, a Nevada corporation (the "Company"), entered into an amendment to the employment agreement of Thomas R. Wittman, the Company's Director of Manufacturing Operations (formerly Vice President - Operations). The amendment changed Mr. Wittmann's title from Vice President - Operations to Director of Manufacturing Services and reduced Mr. Wittman's annual salary under the employment agreement from $159,600 to $110,000. In addition, pursuant to the terms of the amendment, Mr. Wittman will be entitled to receive (i) a severance of $159,600, payable over a 12-month period, in the event of a termination of his employment by the Company other than for cause (as defined in the agreement) prior to a change in control (as defined in the agreement) or (ii) a severance of $319,200, payable over a 24-month period, in the event of a termination of his employment by the Company other than for cause (as defined in the agreement) which occurs within two years after a change of control of the Company (as defined in the agreement). The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions

None.

(d) Exhibits

10.1 Amendment to Employment Agreement between the Company and Thomas R.
Wittman dated January 20, 2009.

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