FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

                                  EXHIBIT 10.17

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT


         This First Amendment to Employment Agreement ("Agreement"), made on
October 24, 2002, is entered into by and between ICO, Inc., a Texas corporation,
and its subsidiaries and affiliates (the "Company"), and Xxxxxxxxx X. Xxxxxxx, a
Texas resident ("Employee").


         1. Paragraph 2.7 of the Employment Agreement is hereby amended,
effective as of November 1, 2002, to read as follows:

              "During the Employment Period, in lieu of use of a Company
              vehicle, and maintenance, repair, insurance, and fuel charges
              associated therewith, the Employee shall receive a monthly vehicle
              allowance in the sum of $1,130.00 ("Vehicle Allowance"), paid in
              advance on the first payday of each month. The Vehicle Allowance
              shall be periodically adjusted to reflect inflation. As
              reimbursement for fuel and vehicle-related charges incurred by
              Employee when using Employee's personal vehicle on Company
              business, Employee shall be reimbursed at the IRS reimbursement
              rate of $0.365 per mile (or the prevailing rate)."


         2. All terms and conditions in the Employment Agreement that are not
amended or supplemented pursuant to paragraph 1 above continue to be in full
force and effect between Employee and ICO, Inc.


AGREED AND ACCEPTED:

ICO, INC.

By:  /s/  Xxx X. Xxxx                                 /s/  Xxxxxxxxx X. Xxxxxxx
----------------------------                          -------------------------
                                                      Xxxxxxxxx X. Xxxxxxx
Printed Name:  Xxx X. Xxxx

Title: CFO and Treasurer




                                      S-6