Item 1.01. Entry into a Material Definitive Agreement

On August 26, 2009, CMS Field Products ("CMS"), a wholly owned subsidiary of O.I. Corporation ("OI" or the "Company") entered into an Agreement valued at $5.68 Million with Bechtel National, Inc. (the "Agreement"). Under the Agreement, Bechtel will purchase eighty-eight MINICAMS(R) systems and related accessories for use by the United States Army in the Pueblo Chemical Agent-Destruction Pilot Plant Project. CMS will begin work under the contract immediately, with partial shipments scheduled to occur over the next year and a half. Initial deliverables under the contract will be provided in the fourth quarter of 2009.

OI will file a copy of the Agreement with its Quarterly Report on Form 10-Q for the third quarter of 2009.

Item 7.01. Regulation FD Disclosure

The Company issued a press release, dated August 28, 2009, announcing the Agreement which is filed as Exhibit 99.1 hereto. The press release is furnished, not filed, pursuant to Regulation FD.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of O.I. Corporation dated August 28, 2009.

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