FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SEGERS DONALD P 		2. Issuer Name and Ticker or Trading Symbol

OI CORP [ OICO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

151 GRAHAM ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2010
(Street)

COLLEGE STATION, TX US 77845
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/15/2010     U    10500   D $12.5   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $3.125   11/15/2010     U         3600      (2) 2/5/2011   Common Stock   3600   $9.375   0   D    
Employee Stock Option (Right to Buy)   $6.52   11/15/2010     U         12000      (3) 1/29/2012   Common Stock   12000   $5.98   0   D    
Employee Stock Option (Right to Buy)   $4.03   11/15/2010     U         10800      (4) 12/16/2012   Common Stock   10800   $8.47   0   D    
Employee Stock Option (Right to Buy)   $8.36   11/15/2010     U         9000      (5) 1/26/2014   Common Stock   9000   $4.14   0   D    
Employee Stock Option (Right to Buy)   $13.7   11/15/2010     U         20000      (6) 6/25/2017   Common Stock   20000   $0   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to merger agreement between issuer, ITT Corporation, and Oyster Acquisition Corp. for $12.00 per share merger consideration plus a $0.50 per share special dividend.
( 2)  This option, which provided for vesting in five equal installments beginning February 5, 2002, was canceled in the merger in exchange for a cash payment of $33,750, representing the difference between the exercise price of the option and the merger consideration of $12.00 per share plus the $0.50 per share special dividend.
( 3)  This option, which provided for vesting in three equal installments beginning January 29, 2003, was canceled in the merger in exchange for a cash payment of $71,760, representing the difference between the exercise price of the option and the merger consideration of $12.00 per share plus the $0.50 per share special dividend.
( 4)  This option, which provided for vesting in five equal installments beginning December 16, 2003, was canceled in the merger in exchange for a cash payment of $91,476, representing the difference between the exercise price of the option and the merger consideration of $12.00 per share plus the $0.50 per share special dividend.
( 5)  This option, which provided for vesting in five equal installments beginning January 26, 2005, was canceled in the merger in exchange for a cash payment of $37,260, representing the difference between the exercise price of the option and the merger consideration of $12.00 per share plus the $0.50 per share special dividend.
( 6)  This option, which provided for vesting in four equal installments beginning June 25, 2008, was canceled in the merger. No compensation was paid to the reporting person as the exercise price of the option exceeded the merger consideration of $12.00 per share plus the $0.50 per share special dividend.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEGERS DONALD P
151 GRAHAM ROAD
COLLEGE STATION, TX US 77845 		X
President and COO

Signatures
/s/ Laura E. Hotard (Attorney-in-Fact) 11/16/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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