Ownership Submission
FORM 4
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ORTINO HECTOR R
  2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [FOE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Corporate Executive Officer / Corporate Executive Officer
(Last)
(First)
(Middle)
1000 LAKESIDE AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005
(Street)

CLEVELAND, OH 44114-1147
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               17,579.17 I Investment Savings Plan
Common Stock               5,977 I Owned by Spouse
Common Stock               700 I H&B Ortino Irrevocable Trust
Common Stock               73,034 I Hector Ruben Ortino, Trust
Common Stock - Restricted 02/07/2005   A(1)   30,000 A $ 19.39 146,500 D  
Common Stock - Deferred Bonus Plan               1,924.4357 D  
Common Stock - Supp Exec Defined               12,494.0251 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Stock Options (Right to buy) $ 18.5             02/11/2001(2) 02/11/2010(2) Common Stock 70,000   70,000 D  
Stock Options (Right to buy) $ 19.39 02/07/2005   A(2)   156,843   02/07/2006 02/07/2015 Common Stock 156,843 $ 0 156,843 D  
Stock Options (Right to buy) $ 19.39 02/07/2005   A(2)   5,157   02/07/2009 02/07/2015 Common Stock 5,157 $ 0 162,000 D  
Stock Options (Right to buy) $ 19.5             01/17/1998(2) 01/17/2007(2) Common Stock 52,000   52,000 D  
Stock Options (Right to buy) $ 21.0625             02/25/2000(2) 02/25/2009(2) Common Stock 70,000   70,000 D  
Stock Options (Right to buy) $ 21.26             02/28/2007(2) 02/28/2013(2) Common Stock 175,000   175,000 D  
Stock Options (Right to buy) $ 22.9375             01/13/1999(2) 01/13/2008(2) Common Stock 50,000   50,000 D  
Stock Options (Right to buy) $ 23.6             02/09/2002(2) 02/09/2011(2) Common Stock 122,000   122,000 D  
Stock Options (Right to buy) $ 25.5             02/11/2006(2) 02/11/2012(2) Common Stock 155,000   155,000 D  
Stock Options (Right to buy) $ 26.26             02/09/2005 02/09/2014 Common Stock 175,000   175,000 D  
ESOP Convertible Preferred $ 2.5988               (3)   (3) Common Stock 3,963.39   3,963.39 (3) I Beneficially Owned - ESOP Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ORTINO HECTOR R
1000 LAKESIDE AVENUE
CLEVELAND, OH 44114-1147
  X     Corporate Executive Officer Corporate Executive Officer

Signatures

 Hector R Ortino   02/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted shares of common stock granted under the Performance Share Plan. Restrictions expire based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in shares free of restrictions, and 50% ispaid in cash. If the amount awarded is less than 100% of the restricted shares, the balance is forfeited to the company.
(2) Stock Option Grant. Ten year life; 25% vesting the first four years. Upon retirement, unvested options become fully vested and availalble to exercise for the remaining life of the options.
(3) Price per share at which Ferro issued 1,520,215 shares of 7% Series A ESOP convertible Preferred Stock. Employees were only able to obtain preferred shares as part of the ESOP company match program. Shares can only be converted to common shares for distribution.

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