UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
(Amendment No. 1)

x             Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

OR

¨               Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________to_________

Commission File Number: 0-6511

O. I. CORPORATION
(Exact name of registrant as specified in its charter)

OKLAHOMA
 
73-0728053
State of Incorporation
 
I.R.S. Employer
   
Identification No.

P.O. Box 9010
   
151 Graham Road
   
College Station, Texas
 
77842-9010
(Address of Principal Executive Offices)
 
(Zip Code)
     
Registrant's telephone number, including
area code:
 
(979) 690-1711

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨   No þ

As of November 10, 2009, there were 2,361,306 shares of the issuer’s common stock, $.10 par value, outstanding.

 
 
 

EXPLANATORY NOTE

This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) to the Quarterly Report on Form 10-Q of O.I. Corporation (the “Registrant” or the “Company”) for the quarterly period ended September 30, 2009, filed on November 12, 2009 (the “Original Filing”), is being filed solely for the purpose of providing a section entitled “Corporate Strategy” which was inadvertently omitted from Management’s Discussion and Analysis in the Original Filing.  This Amendment is limited in scope to the item identified above and should be read in conjunction with the Original Filing.

Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Original Filing.

 
 
 

Corporate Strategy

We are in the process of implementing a change in strategic direction under which we will begin to operate in a manner designed to emphasize cash flow.  Our long-term objective is to maximize intrinsic business value per share of the Company.  (Intrinsic value is computed by taking all future cash flows into and out of the business and then discounting the resultant number at an appropriate interest rate.)  Thus, our financial goal is to maximize free cash flow and return on invested capital.  We regard capital allocation as immensely important to creating shareholder value.  The basic premise of our new strategy is to reinvest cash generated from operations and potentially any proceeds from Company borrowings (including but not limited to margin debt, bank debt or other corporate debt) into investments with the objective of achieving high risk-adjusted returns.

We may pursue investments in the form of acquisitions (including product lines) where we believe attractive returns can be obtained. Further, we may determine under certain market conditions that available capital is best utilized to fund investments we believe offer the Company attractive return opportunities whether or not related to our ongoing business activities. These investments may include significant and highly concentrated direct investments with respect to the equity securities of public companies. Any such investments will involve risk, and stockholders should recognize that our balance sheet may change depending on the performance of investments. Furthermore, such investments could be subject to volatility that may affect both the recorded value of the investments as well as our periodic earnings.

Pursuant to a resolution of our Board of Directors, all investment and other capital allocation decisions are made for the Company by an investment committee consisting of two independent directors and our CEO/CFO.

PART IV
Item 15.  Exhibits and Financial Statements Schedules

The following exhibits are filed with this report.

31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
 
 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

O. I. CORPORATION
   
         
       
/s/ J. Bruce Lancaster
Date: 
November 13, 2009
 
By:
 J. Bruce Lancaster
       
Chief Executive Officer and
       
Chief Financial Officer
 
 
 
 
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