Item 8.01 Other Events

Robert W. Stockton, the Executive Vice President and Chief Financial Officer of Omega Protein Corporation (the "Company"), has entered into a pre-arranged stock sales plan intended to qualify under Rule 10b5-1 of the Securities and Exchange Act of 1934 to sell up to 81,832 shares of Company common stock over time.

The stock sales plan has been approved under the Company's internal securities trading policy. Rule 10b5-1 plans permit individuals who are not then in possession of material non-public information to establish pre-arranged plans to buy or sell Company stock. These plans can minimize the market effect of insider purchases or sales by spreading these purchases or sales over a more extended period than the limited trading "windows" designated by the Company's internal securities trading policy.

Under this plan, a broker not affiliated with the Company may, over a period of time starting on June 1, 2009 and ending on March 22, 2010, sell up to 81,832 shares of Company common stock held by Mr. Stockton at $5.50 per share.

The shares to be sold pursuant to this Rule 10b5-1 plan relate to shares to be acquired upon exercise of stock options previously granted under the Company's 2000 Long-Term Incentive Plan. The maximum number of shares that may be sold under this Rule 10b5-1 plan represents approximately 44% of Mr. Stockton's combined current holdings of the Company's common stock and options to purchase Company common stock.

Specific sales transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

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 Rule 10b5-1 Sales Plan dated June 1, 2009 entered into by Robert W. Stockton

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