Sec Form 4 Filing - ORTINO HECTOR R @ FERRO CORP - 2005-04-05

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 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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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 (MM/DD/YY) 04/05/2005 (Street) CLEVELAND, OH44114-1147 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 18,102.349 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 04/05/2005 J( 1 ) 36,500 D $ 0 110,000 D Common Stock - Deferred Bonus Plan 04/05/2005 J( 2 ) 11,131.12 A $ 18.75 13,068.9391 D Common Stock - Supp Exec Defined 12,580.914 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securiti es) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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( 3 ) 02/11/2010( 3 ) Common Stock 70,000 70,000 D Stock Options (Right to buy) $ 19.39 02/07/2009 02/07/2015 Common Stock 162,000 162,000 D Stock Options (Right to buy) $ 19.5 01/17/1998( 3 ) 01/17/2007( 3 ) Common Stock 52,000 52,000 D Stock Options (Right to buy) $ 21.0625 02/25/2000( 3 ) 02/25/2009( 3 ) Common Stock 70,000 70,000 D Stock Options (Right to buy) $ 21.26 02/28/2007( 3 ) 02/28/2013( 3 ) Common Stock 175,000 175,000 D Stock Options (Right to buy) $ 22.9375 01/13/1999( 3 ) 01/13/2008( 3 ) Common Stock 50,000 50,000 D Stock Options (Right to buy) $ 23.6 02/09/2002( 3 ) 02/09/2011( 3 ) Common Stock 122,000 122,000 D Stock Options (Right to buy) $ 25.5 02/11/2006( 3 ) 02/11/2012( 3 ) 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 ( 4 ) ( 4 ) Common Stock 3,975.08 3,975.08 ( 4 ) I Beneficially Owned - ESOP Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ORTINO HECTOR R 1000 LAKESIDE AVENUE CLEVELAND, OH44114-1147 X Corporate Executive Officer Corporate Executive Officer Signatures Hector R Ortino 04/07/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares of common stock granted under the Performance Share Plan. Restrictions expire based upon degree of achievement of performance goal. At the end of the performance period, 50% of award is paid in shares free of restrictions, and 50% is paid in cash. If the amount awarded is less than 100% of the restricted shares, the balance is forfeited to the company. ( 2 )Restricted shares of common stock granted under the Performance Share Plan. Restrictions expire based upon the degree of achievement of performance goal. At the time of the grant, the participant elected to defer 50% of award shares. If the amount awarded is less than 100% of the restricted shares, the balance is forfeited to the company. ( 3 )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. ( 4 )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.

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).

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