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 *
BAYS JAMES C
   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 (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               7,347 D  
Common Stock               274.57 I Investment Savings Plan
Common Stock - Restricted 02/07/2005   A(1)   6,000 A $ 19.39 25,000 D  
Common Stock - Supp Exec Defined               826.2872 D  

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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) $ 19.39 02/07/2005   A(2)   38,843   02/07/2006 02/07/2015 Common Stock 38,843 $ 0 38,843 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 44,000 D  
Stock Options (Right to buy) $ 20.18             05/16/2001 05/16/2011 Common Stock 11,250   11,250 D  
Stock Options (Right to buy) $ 21.26             02/28/2007 02/28/2013 Common Stock 35,000   35,000 D  
Stock Options (Right to buy) $ 25.5             02/11/2003 02/11/2012 Common Stock 30,000   30,000 D  
Stock Options (Right to buy) $ 26.26             02/09/2005 02/09/2014 Common Stock 39,000   39,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAYS JAMES C
1000 LAKESIDE AVENUE
CLEVELAND, OH 44114-1147		       Vice President  

Signatures

 James C Bays   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.

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