UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC, 20549
____________________
FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event
reported: February 15, 2008)
______________________
INNOPHOS HOLDINGS, INC.
(exact names of registrants as specified on their
charters) 
______________________

  
    
      
Delaware
     
    
      
001-33124
     
    
      
20-1380758
  
    
      
(states or other
      jurisdictions
      
of incorporation)
     
    (Commission File numbers)
     
    (IRS Employer
Identification
Nos.)
259 Prospect Plains Road 
Cranbury, New Jersey 08512 
(Address of Principal Executive Officer,
including Zip Code) 
(609) 495-2495 
(Registrants' Telephone Number, Including Area
Code) 
Not Applicable 
(Former name or former address, if changed
since last report) 
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions: 


  
    o
    Written
      communications pursuant to Rule 425 the Securities Act (17 CFR 230.425)
      


  
    o
    Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12) 


  
    o
    Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b) 


  
    o
    Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240-13e-4(c) 




Item 8.01 Other Items. 

On February 14, 2008, the registrant
issued a press release announcing 

that New York State's highest court unanimously affirmed indemnification
judgments which Innophos had previously won against Rhodia, S.A. in two lower
courts.  

In a 7-0 ruling, the New York Court of Appeals upheld Innophos' position that
claims asserted by the Mexican National Waters Commission (CNA) for water
extraction were "taxes" for which Innophos was entitled to be fully indemnified
under a 2004 acquisition agreement.  The
ruling is not subject to further appeals. 
The text of the press release is filed
with this report as Exhibit 99.1 and is incorporated by reference in response to
this item.

The following exhibits are filed with this
report: 



  
    Exhibit No.
      
    
      
Description
  
    
    
  
    99.1
      
    Press Release dated February
	14, 2008

 
 



SIGNATURES 
According to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized. 


  
    
    
    
    
    
  
    
     
    INNOPHOS HOLDINGS, INC.
  
    
    
    
  
    Dated: 
	February 15, 2008
     
    By:
     
    
      
/s/ William N. Farran
  
    
     
    Name:
     
    William N.
      Farran
  
    
     
    Title:
     
    Vice President and
      General Counsel