ICO INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>doc6.txt
<TEXT>
                                                                    EXHIBIT 10.5
                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     This  Amendment  ("Amendment")  is  made  and  effective  on July 23, 2003.

     WHEREAS,  effective  June 21, 2003, ICO, Inc., a Texas corporation, and its
subsidiaries  and  affiliates  ("Employer"),  and  Christopher  N.  O'Sullivan
("Employee")  entered  in  to  an  Employment  Agreement  ("Agreement");  and

     WHEREAS,  the  parties  desire to amend the Agreement, as set forth herein.

     NOW,  THEREFORE,  Employer  and  Employee  agree  as  follows:

1.   Article  2.9  of  the  Agreement  is  hereby  deleted.

2.   All  terms  and  conditions  in  the Agreement that are not amended by this
     Amendment  continue  to  be  in  full  force  and  effect.

     IN WITNESS WHEREOF, Employer and Employee have duly executed this Amendment
in  multiple  originals,  to  be  effective  on  the  date  set  forth  above.

          EMPLOYER:

          ICO, Inc.

          BY:  /s/  Jon  C.  Biro
          -----------------------------------------
          Jon  C.  Biro
          Chief  Financial  Officer  and  Treasurer


         EMPLOYEE:

          /s/  Christopher  N.  O'Sullivan
          -----------------------------------------
          Christopher  N.  O'Sullivan



</TEXT>
</DOCUMENT>
