<PAGE>   1
    As filed with the Securities and Exchange Commission on December 22, 1999
                                                    Registration No. 333-_______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        --------------------------------

                                    ICO, INC.
             (Exact name of Registrant as specified in its Charter)

             TEXAS                                     76-0566682
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)



                                    ICO, INC.
                          11490 WESTHEIMER, SUITE 1000
                              HOUSTON, TEXAS 77077
                                 (281) 721-4200
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)


                                    ICO, INC.
                     AMENDED AND RESTATED 1993 NON-EMPLOYEE
                           DIRECTORS STOCK OPTION PLAN

                              Mr. Gene Oshman, Esq.
                              Baker & Botts L.L.P.
                         One Shell Plaza, 910 Louisiana
                            Houston, Texas 77002-4995
                                 (713) 229-1234
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================

    Title of Each                       Proposed Maximum    Proposed Maximum
 Class of Securities      Amount to      Offering Price    Aggregate Offering        Amount of
  to be Registered      be Registered     Per Share(1)          Price(1)         Registration Fee
----------------------------------------------------------------------------------------------------
<S>                     <C>             <C>                <C>                   <C>
    Common Stock,        150,000(3)           $1.50             $225,000              $60.00
  No par value(2)          Shares
====================================================================================================
</TABLE>


(1)     Estimated pursuant to Rule 457(c) solely for the purpose of calculating
        the registration fee; based on the average of the high and low prices
        reported on the National Association of Securities Dealers Automated
        quotations System -National Market System on December 20, 1999.

(2)     Includes the preferred stock purchase rights associated with the Common
        Stock.

(3)     This Registration Statement is filed for up to 150,000 shares of Common
        Stock issuable upon exercise of options granted pursuant to the ICO,
        Inc. Amended and Restated 1993 Non-employee Directors Stock Option Plan.


<PAGE>   2

         This Registration Statement is being filed by ICO, Inc. (the "Company")
pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended. The contents of the Registration Statement on Form S-8 (Registration
No. 333-20205) (the "1997 Registration Statement") as filed by the Company with
the Securities and Exchange Commission (the "Commission") on January 22, 1997
are incorporated herein by reference as indicated below with respect to the
securities registered thereunder pursuant to the 1993 Non-Employee Directors
Stock Option Plan (the "Plan").

        Since the filing of the 1997 Registration Statement, the Company has
undergone a corporate restructuring as described in its Current Report on Form
8-K as filed with the Commission on April 1, 1998, which is hereby incorporated
herein by reference. The reorganization was effected by a holding company merger
pursuant to which a new parent holding company was created and which became the
owner of the former publicly-held company. The holding company merger did not
require action by the company's shareholders whose rights, privileges and
interests remained the same with respect to the new parent corporation. In the
holding company merger, each share of outstanding common stock of the former
publicly-held company was exchanged for a share of common stock of the new
parent company. The name of the new parent company remained as ICO, Inc. The
Plan has been adopted by the Company as a successor to the former public
company.

        In addition, at the Company's annual shareholders meeting held on March
8, 1999, the Company's shareholders approved Plan amendments to (i) increase the
number of shares subject to options which can be granted under the Plan from
160,000 to 310,000 shares; (ii) extend the term of the Plan until 2009; (iii)
make certain appropriate or conforming changes in dates and clarify certain
actions previously taken in connection with the Plan; and (iv) make certain
changes to conform to amendments in Rule 16b-3 under the Securities Exchange Act
of 1934, as amended.




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such a file.



                                       1
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Incorporated by Reference to Item 3 of the 1997 Registration Statement.

        In addition to the documents incorporated by reference in this Item 3,
the following document filed by the Company with the Commission is incorporated
herein by reference and made a part hereof:

        3.     The description of the Company's preferred share purchase rights
               contained in a Registration Statement on Form 8-A filed with the
               Commission on December 22, 1997, as thereafter amended from time
               to time for the purpose of updating, changing or modifying such
               description.


                                     EXPERTS

        The audited consolidated financial statements incorporated in this
registration statement by reference to the Company's annual report on Form 10-K
for the fiscal year ended September 30, 1999 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Mr. David Gerst has given an opinion regarding the validity of the
securities being registered hereby, a copy of which is filed as Exhibit 5 to
this Registration Statement. Mr. Gerst has served as Senior Vice President and
General Counsel of the Company since September 1998. Mr. Gerst owns 2,414 shares
and holds an option to purchase 15,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers

        Incorporated by reference to Item 6 of the 1997 Registration Statement.


Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

        4.     Instruments defining the rights of security holders, including
               indentures:

            4.1   Articles of Incorporation of the Company dated March 20, 1998
                  (incorporated by reference to Exhibit 3.1 to Form 10-Q of the
                  Company dated August 13, 1998).




                                       2
<PAGE>   4

            4.2   Amended and Restated by-Laws of the Company dated May 12, 1999
                  (incorporated by reference to Exhibit 3.4 to Form 10-Q of the
                  Company for the quarter ended June 30, 1999).

            4.3   Shareholders' Rights Agreement dated November 20, 1997 by and
                  between the Company and Harris Trust & Savings Bank as rights
                  agent (incorporated by reference to Exhibit 1 to Form 8-A of
                  the Company dated December 22, 1997).

            4.4   Certificate of Designation of Junior Participating Preferred
                  Stock of ICO Holdings, Inc. dated March 30, 1998 (incorporated
                  by reference to Exhibit 3.2 to Form 10-K of the Company for
                  the fiscal year ended September 30, 1998).

            4.5   ICO, Inc. Amended and Restated 1993 Non-Employee Directors
                  Stock Option Plan (incorporated by reference to Exhibit A to
                  the ICO, Inc. Proxy Statement dated January 26, 1999).

        5.  Opinion re: Legality -- opinion of the Company's Senior Vice
            President and General Counsel -- filed herewith.

        23. Consents of Independent Accountants and Counsel

            23.1  Consent of the Company's Senior Vice President and General
                  Counsel is contained in its opinion filed as Exhibit 5 to this
                  Registration Statement.

            23.2 Consent of PricewaterhouseCoopers LLP is filed herewith.

        24. Power of Attorney (see signature page of this Registration Statement
            - Page 5)

Item 9.     Undertakings

            (a)   The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) of the Securities Act of 1933 if, in the
                        aggregate, the changes in volume and price represent no
                        more than a 20% change in the maximum aggregate offering
                        price set forth in the "Calculation of Registration Fee"
                        table in the effective registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;



                                       3
<PAGE>   5


                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3 or Form
                  S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the Registration
                  Statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new Registration
                      Statement relating to the securities offered therein, and
                      the offering of such securities at that time shall be
                      deemed to be the initial bona fide offering thereof.

               (3)    To remove from registration by means of a post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

            (b)   The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant=s annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan=s annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (c)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit, or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.




                                       4
<PAGE>   6


                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on December 17, 1999.

                                    ICO, INC.

                                    By:/s/ Sylvia A. Pacholder
                                       -----------------------------------------
                                           Sylvia A. Pacholder, President &
                                           Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The persons whose names are marked with
an asterisk (*) below hereby designate Sylvia A. Pacholder as Attorney-In-Fact
to sign all amendments including any post-effective amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said Attorney-In-Fact full power and authority, to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, to all intents and purposes and as fully as might or
could do in person, hereby ratifying and confirming all that said
Attorney-In-Fact or her substitutes may lawfully do or cause to be done by
virtue hereof.

<TABLE>
<CAPTION>
Signature                           Capacity                                    Date
---------                           --------                                    ----
<S>                                 <C>                                         <C>

/s/ Sylvia A. Pacholder             President,                             December 17, 1999
-------------------------------     Chief Executive Officer and Director
Sylvia A. Pacholder                 (Principal Executive Officer)


/s/ Asher O. Pacholder              Chairman of the Board                  December 17, 1999
-------------------------------     and Chief Financial Officer
Asher O. Pacholder *                (Principal Financial Officer)


/s/ Robin E. Pacholder              President, Wedco-North America         December 17, 1999
-------------------------------     and Director
Robin E. Pacholder *

/s/ Jon C. Biro                     Senior Vice President & Treasurer      December 17, 1999
-------------------------------     (Principal Accounting Officer)
Jon C. Biro*

/s/ William E. Cornelius            Director                               December 17, 1999
-------------------------------
William E. Cornelius *

/s/ James E. Gibson                 Director                               December 17, 1999
-------------------------------
James E. Gibson*

/s/ Walter Leib                     Director                               December 17, 1999
-------------------------------
Walter Leib*

/s/ William J. Morgan               Director                               December 17, 1999
-------------------------------
William J. Morgan *

/s/ George Sirusas                  Director                               December 17, 1999
-------------------------------
George Sirusas*

/s/ John F. Williamson              Director                               December 17, 1999
-------------------------------
John F. Williamson *
</TABLE>



                                       5
<PAGE>   7
<TABLE>
<S>                                 <C>                                    <C>
/s/ William E. Willoughby           Director                               December 17, 1999
-------------------------------
William E. Willoughby*
</TABLE>




                                       6
<PAGE>   8


                                INDEX TO EXHIBITS

       Exhibit
       Number                      Description
--------------------------------------------------------------------------------
        4.1  Articles of Incorporation of the Company dated March 20, 1998
             (incorporated by reference to Exhibit 3.1 to Form 10-Q of the
             Company dated August 13, 1998).

        4.2  Amended and Restated by-Laws of the Company dated May 12, 1999
             (incorporated by reference to Exhibit 3.4 to Form 10-Q of the
             Company for the quarter ended June 30, 1999).

        4.3  Shareholders' Rights Agreement dated November 20, 1997 by and
             between the Company and Harris Trust & Savings Bank as rights agent
             (incorporated by reference to Exhibit 1 to Form 8-A of the Company
             dated December 22, 1997).

        4.4  Certificate of Designation of Junior Participating Preferred Stock
             of ICO Holdings, Inc. dated March 30, 1998 (incorporated by
             reference to Exhibit 3.2 to Form 10-K of the Company for the fiscal
             year ended September 30, 1998).

        4.5  ICO, Inc. Amended and Restated 1993 Non-Employee Directors Stock
             Option Plan (incorporated by reference to Exhibit A to the ICO,
             Inc. Proxy Statement dated January 26, 1999).

        5.   Opinion re: Legality -- opinion of the Company's Senior Vice
             President and General Counsel -- filed herewith.

        23.1 Consent of the Company's Senior Vice President and General Counsel
             is contained in the opinion filed as Exhibit 5 to this Registration
             Statement

        23.2 Consent of PricewaterhouseCoopers LLP filed herewith.

        24.  Power of Attorney (see signature pages of this Registration
             Statement Page 5)


                                       7
[{"type": "S-8", "sequence": "1", "description": "ICO, INC.", "secsgml_size_bytes": 22145}]
{"company-data": {"conformed-name": "ICO INC", "cik": "0000353567", "assigned-sic": "1389", "irs-number": "760566682", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93351", "film-number": "99778728"}, "business-address": {"street1": "11490 WESTHEIMER RD", "street2": "STE 100", "city": "HOUSTON", "state": "TX", "zip": "77067", "phone": "2817214200"}, "mail-address": {"street1": "11490 WESTHEIMER", "street2": "STE 1000", "city": "HOUSTON", "state": "TX", "zip": "77077"}}
1
    As filed with the Securities and Exchange Commission on December 22, 1999
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        --------------------------------

                                    ICO, INC.
             (Exact name of Registrant as specified in its Charter)

             TEXAS                                     76-0566682
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                                    ICO, INC.
                          11490 WESTHEIMER, SUITE 1000
                              HOUSTON, TEXAS 77077
                                 (281) 721-4200
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                                    ICO, INC.
                     AMENDED AND RESTATED 1993 NON-EMPLOYEE
                           DIRECTORS STOCK OPTION PLAN

                              Mr. Gene Oshman, Esq.
                              Baker & Botts L.L.P.
                         One Shell Plaza, 910 Louisiana
                            Houston, Texas 77002-4995
                                 (713) 229-1234
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================

    Title of Each                       Proposed Maximum    Proposed Maximum
 Class of Securities      Amount to      Offering Price    Aggregate Offering        Amount of
  to be Registered      be Registered     Per Share(1)          Price(1)         Registration Fee
----------------------------------------------------------------------------------------------------
Common Stock,        150,000(3)           $1.50             $225,000              $60.00
  No par value(2)          Shares
====================================================================================================
(1)     Estimated pursuant to Rule 457(c) solely for the purpose of calculating
        the registration fee; based on the average of the high and low prices
        reported on the National Association of Securities Dealers Automated
        quotations System -National Market System on December 20, 1999.

(2)     Includes the preferred stock purchase rights associated with the Common
        Stock.

(3)     This Registration Statement is filed for up to 150,000 shares of Common
        Stock issuable upon exercise of options granted pursuant to the ICO,
        Inc. Amended and Restated 1993 Non-employee Directors Stock Option Plan.
2

         This Registration Statement is being filed by ICO, Inc. (the "Company")
pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended. The contents of the Registration Statement on Form S-8 (Registration
No. 333-20205) (the "1997 Registration Statement") as filed by the Company with
the Securities and Exchange Commission (the "Commission") on January 22, 1997
are incorporated herein by reference as indicated below with respect to the
securities registered thereunder pursuant to the 1993 Non-Employee Directors
Stock Option Plan (the "Plan").

        Since the filing of the 1997 Registration Statement, the Company has
undergone a corporate restructuring as described in its Current Report on Form
8-K as filed with the Commission on April 1, 1998, which is hereby incorporated
herein by reference. The reorganization was effected by a holding company merger
pursuant to which a new parent holding company was created and which became the
owner of the former publicly-held company. The holding company merger did not
require action by the company's shareholders whose rights, privileges and
interests remained the same with respect to the new parent corporation. In the
holding company merger, each share of outstanding common stock of the former
publicly-held company was exchanged for a share of common stock of the new
parent company. The name of the new parent company remained as ICO, Inc. The
Plan has been adopted by the Company as a successor to the former public
company.

        In addition, at the Company's annual shareholders meeting held on March
8, 1999, the Company's shareholders approved Plan amendments to (i) increase the
number of shares subject to options which can be granted under the Plan from
160,000 to 310,000 shares; (ii) extend the term of the Plan until 2009; (iii)
make certain appropriate or conforming changes in dates and clarify certain
actions previously taken in connection with the Plan; and (iv) make certain
changes to conform to amendments in Rule 16b-3 under the Securities Exchange Act
of 1934, as amended.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such a file.

                                       1
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        Incorporated by Reference to Item 3 of the 1997 Registration Statement.

        In addition to the documents incorporated by reference in this Item 3,
the following document filed by the Company with the Commission is incorporated
herein by reference and made a part hereof:

        3.     The description of the Company's preferred share purchase rights
               contained in a Registration Statement on Form 8-A filed with the
               Commission on December 22, 1997, as thereafter amended from time
               to time for the purpose of updating, changing or modifying such
               description.

                                     EXPERTS

        The audited consolidated financial statements incorporated in this
registration statement by reference to the Company's annual report on Form 10-K
for the fiscal year ended September 30, 1999 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Mr. David Gerst has given an opinion regarding the validity of the
securities being registered hereby, a copy of which is filed as Exhibit 5 to
this Registration Statement. Mr. Gerst has served as Senior Vice President and
General Counsel of the Company since September 1998. Mr. Gerst owns 2,414 shares
and holds an option to purchase 15,000 shares of Common Stock.

Item 6. Indemnification of Directors and Officers

        Incorporated by reference to Item 6 of the 1997 Registration Statement.

Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

        4.     Instruments defining the rights of security holders, including
               indentures:

            4.1   Articles of Incorporation of the Company dated March 20, 1998
                  (incorporated by reference to Exhibit 3.1 to Form 10-Q of the
                  Company dated August 13, 1998).

                                       2
4

            4.2   Amended and Restated by-Laws of the Company dated May 12, 1999
                  (incorporated by reference to Exhibit 3.4 to Form 10-Q of the
                  Company for the quarter ended June 30, 1999).

            4.3   Shareholders' Rights Agreement dated November 20, 1997 by and
                  between the Company and Harris Trust & Savings Bank as rights
                  agent (incorporated by reference to Exhibit 1 to Form 8-A of
                  the Company dated December 22, 1997).

            4.4   Certificate of Designation of Junior Participating Preferred
                  Stock of ICO Holdings, Inc. dated March 30, 1998 (incorporated
                  by reference to Exhibit 3.2 to Form 10-K of the Company for
                  the fiscal year ended September 30, 1998).

            4.5   ICO, Inc. Amended and Restated 1993 Non-Employee Directors
                  Stock Option Plan (incorporated by reference to Exhibit A to
                  the ICO, Inc. Proxy Statement dated January 26, 1999).

        5.  Opinion re: Legality -- opinion of the Company's Senior Vice
            President and General Counsel -- filed herewith.

        23. Consents of Independent Accountants and Counsel

            23.1  Consent of the Company's Senior Vice President and General
                  Counsel is contained in its opinion filed as Exhibit 5 to this
                  Registration Statement.

            23.2 Consent of PricewaterhouseCoopers LLP is filed herewith.

        24. Power of Attorney (see signature page of this Registration Statement
            - Page 5)

Item 9.     Undertakings

            (a)   The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) of the Securities Act of 1933 if, in the
                        aggregate, the changes in volume and price represent no
                        more than a 20% change in the maximum aggregate offering
                        price set forth in the "Calculation of Registration Fee"
                        table in the effective registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

                                       3
5

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3 or Form
                  S-8, and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in the Registration
                  Statement.

               (2)    That, for the purpose of determining any liability under
                      the Securities Act of 1933, each such post-effective
                      amendment shall be deemed to be a new Registration
                      Statement relating to the securities offered therein, and
                      the offering of such securities at that time shall be
                      deemed to be the initial bona fide offering thereof.

               (3)    To remove from registration by means of a post-effective
                      amendment any of the securities being registered which
                      remain unsold at the termination of the offering.

            (b)   The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant=s annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan=s annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (c)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit, or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                       4
6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas, on December 17, 1999.

                                    ICO, INC.

                                    By:/s/ Sylvia A. Pacholder
                                       -----------------------------------------
                                           Sylvia A. Pacholder, President &
                                           Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. The persons whose names are marked with
an asterisk (*) below hereby designate Sylvia A. Pacholder as Attorney-In-Fact
to sign all amendments including any post-effective amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said Attorney-In-Fact full power and authority, to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, to all intents and purposes and as fully as might or
could do in person, hereby ratifying and confirming all that said
Attorney-In-Fact or her substitutes may lawfully do or cause to be done by
virtue hereof.
Signature                           Capacity                                    Date
---------                           --------                                    ----
/s/ Sylvia A. Pacholder             President,                             December 17, 1999
-------------------------------     Chief Executive Officer and Director
Sylvia A. Pacholder                 (Principal Executive Officer)

/s/ Asher O. Pacholder              Chairman of the Board                  December 17, 1999
-------------------------------     and Chief Financial Officer
Asher O. Pacholder *                (Principal Financial Officer)

/s/ Robin E. Pacholder              President, Wedco-North America         December 17, 1999
-------------------------------     and Director
Robin E. Pacholder *

/s/ Jon C. Biro                     Senior Vice President & Treasurer      December 17, 1999
-------------------------------     (Principal Accounting Officer)
Jon C. Biro*

/s/ William E. Cornelius            Director                               December 17, 1999
-------------------------------
William E. Cornelius *

/s/ James E. Gibson                 Director                               December 17, 1999
-------------------------------
James E. Gibson*

/s/ Walter Leib                     Director                               December 17, 1999
-------------------------------
Walter Leib*

/s/ William J. Morgan               Director                               December 17, 1999
-------------------------------
William J. Morgan *

/s/ George Sirusas                  Director                               December 17, 1999
-------------------------------
George Sirusas*

/s/ John F. Williamson              Director                               December 17, 1999
-------------------------------
John F. Williamson *
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/s/ William E. Willoughby           Director                               December 17, 1999
-------------------------------
William E. Willoughby*
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                                INDEX TO EXHIBITS

       Exhibit
       Number                      Description
--------------------------------------------------------------------------------
        4.1  Articles of Incorporation of the Company dated March 20, 1998
             (incorporated by reference to Exhibit 3.1 to Form 10-Q of the
             Company dated August 13, 1998).

        4.2  Amended and Restated by-Laws of the Company dated May 12, 1999
             (incorporated by reference to Exhibit 3.4 to Form 10-Q of the
             Company for the quarter ended June 30, 1999).

        4.3  Shareholders' Rights Agreement dated November 20, 1997 by and
             between the Company and Harris Trust & Savings Bank as rights agent
             (incorporated by reference to Exhibit 1 to Form 8-A of the Company
             dated December 22, 1997).

        4.4  Certificate of Designation of Junior Participating Preferred Stock
             of ICO Holdings, Inc. dated March 30, 1998 (incorporated by
             reference to Exhibit 3.2 to Form 10-K of the Company for the fiscal
             year ended September 30, 1998).

        4.5  ICO, Inc. Amended and Restated 1993 Non-Employee Directors Stock
             Option Plan (incorporated by reference to Exhibit A to the ICO,
             Inc. Proxy Statement dated January 26, 1999).

        5.   Opinion re: Legality -- opinion of the Company's Senior Vice
             President and General Counsel -- filed herewith.

        23.1 Consent of the Company's Senior Vice President and General Counsel
             is contained in the opinion filed as Exhibit 5 to this Registration
             Statement

        23.2 Consent of PricewaterhouseCoopers LLP filed herewith.

        24.  Power of Attorney (see signature pages of this Registration
             Statement Page 5)

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