Sec Form 4 Filing - PITTS MILLICENT W @ 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 PITTS MILLICENT W 2. Issuer Name and Ticker or Trading Symbol FERRO CORP [ FOE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President (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 17,426 D Common Stock 7,601.434 I Investment Savings Plan Common Stock - Restricted 04/05/2005 J( 1 ) 7,000 D $ 0 26,100 D Common Stock - Deferred Bonus Plan 04/05/2005 J( 2 ) 5,127.4133 A $ 18.75 9,782.2802 D Common Stock - Supp Exec Defined 3,192.0122 D

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 (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 20,000 20,000 D Stock Options (Right to buy) $ 19.39 02/07/2009 02/07/2015 Common Stock 44,000 44,000 D Stock Options (Right to buy) $ 21.0625 02/25/2000( 3 ) 02/25/2009( 3 ) Common Stock 15,000 15,000 D Stock Options (Right to buy) $ 21.26 02/28/2007( 3 ) 02/28/2013( 3 ) Common Stock 55,000 55,000 D Stock Options (Right to buy) $ 23.6 02/09/2002( 3 ) 02/09/2011( 3 ) Common Stock 21,000 21,000 D Stock Options (Right to buy) $ 25.5 02/11/2006( 3 ) 02/11/2012( 3 ) Common Stock 40,000 40,000 D Stock Options (Right to buy) $ 26.26 02/09/2005( 3 ) 02/09/2014( 3 ) Common Stock 55,000 55,000 ( 3 ) D Stock Options (Right to buy) $ 29.25 05/04/1999( 3 ) 05/04/2008( 3 ) Common Stock 7,500 7,500 D ESOP Convertible Preferred $ 46.375 ( 4 ) ( 4 ) Common Stock 238.292 238.292 ( 4 ) I ESOP Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PITTS MILLICENT W 1000 LAKESIDE AVENUE CLEVELAND, OH44114-1147 Vice President Signatures Millicent W Pitts 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 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 )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 100% 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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