SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ORTINO HECTOR R

(Last)

(First)

(Middle)

1000 LAKESIDE AVENUE

(Street)

CLEVELAND

44114-1147

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2003		M		22,500	A	$22.6667	92,349	D
Common Stock	12/15/2003		F		21,405	D	$24.5	70,944	D
Common Stock								16,176.3741	I	Investment Savings Plan
Common Stock								4,401	I	Owned by Spouse
Common Stock								700	I	H&B Ortino Irrevocable Trust
Common Stock - Restricted								109,500	D
Common Stock - Jt w/ Spouse								1,576	D
Common Stock - Deferred Bonus Plan								8,288.6014	D
Common Stock - Supp Exec Defined								5,699.6092	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$15.75							01/17/1997⁽¹⁾	01/17/2006⁽¹⁾	Common Stock	40,000		40,000	D
Stock Options (Right to buy)	$18.5							02/11/2001⁽¹⁾	02/11/2010⁽¹⁾	Common Stock	70,000		70,000	D
Stock Options (Right to buy)	$19.5							01/17/1998⁽¹⁾	01/17/2007⁽¹⁾	Common Stock	57,000		57,000	D
Stock Options (Right to buy)	$21.0625							02/25/2000⁽¹⁾	02/25/2009⁽¹⁾	Common Stock	70,000		70,000	D
Stock Options (Right to buy)	$21.26							02/28/2007⁽¹⁾	02/28/2013⁽¹⁾	Common Stock	175,000		175,000	D
Stock Options (Right to buy)	$22.6667	12/15/2003		M			22,500	01/28/1995	01/28/2004	Common Stock	22,500	$22.6667	0	D
Stock Options (Right to buy)	$22.9375							01/13/1999⁽¹⁾	01/13/2008⁽¹⁾	Common Stock	50,000		50,000	D
Stock Options (Right to buy)	$23.6							02/09/2002⁽¹⁾	02/09/2011⁽¹⁾	Common Stock	122,000		122,000	D
Stock Options (Right to buy)	$25.5							02/11/2006⁽¹⁾	02/11/2012⁽¹⁾	Common Stock	155,000		155,000	D
ESOP Convertible Preferred	$2.5988							⁽²⁾	⁽²⁾	Common Stock	3,965.844		3,965.844⁽²⁾	I	Beneficially Owned - ESOP Trust

Explanation of Responses:

1. 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.

2. 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.

	Hector R Ortino	12/16/2003
	** Signature of Reporting Person	Date
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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