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)
02/28/2008
(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               11,109 D  
Common Stock - Restricted 02/28/2008   A   4,750 (1) A $ 17.26 42,500 D  
Common Stock - Restricted Shares 02/28/2008   A   7,200 (2) A $ 17.26 7,200 D  
Common Stock - Supp Exec Defined 02/28/2008   J(3)   4,249.1632 D $ 0 0 D  
Common Stock               305.059 I Investment Savings Plan

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
Phantom Shares (3) (3) 02/28/2008   J(3)   4,249.1632     (3)   (3) Common Stock 4,249.1632 (3) 4,249.1632 D  
Stock Options (Right to buy) $ 19.39             02/07/2006 02/07/2015 Common Stock 44,000   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) $ 20.69             02/16/2007 02/16/2016 Common Stock 22,750   22,750 D  
Stock Options (Right to buy) $ 21.26             02/29/2004 02/28/2013 Common Stock 35,000   35,000 D  
Stock Options (Right to buy) $ 21.99             02/06/2008 02/06/2017 Common Stock 25,000   25,000 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  
Stock Options (Right to buy) $ 17.26 02/28/2008   A   25,000 (4)   02/28/2009 02/28/2018 Common Stock 25,000 (4) 25,000 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

 Cynthia M. Kerker, Treasurer (by power of attorney)   03/03/2008
**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).
(4) Stock Option Grant. The options expire after ten years. Vesting of the options occurs over a four year period, with 25% of the grant vesting at the end of each of the four years.
(3) Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees. These shares were previously disclosed in Table I of this Form and have been moved to Table II of this Form. This transaction is not a disposition.
(2) Restricted shares of common stock granted under the Company's Long-Term Incentive Plan. The restricted shares vest on the third anniversary of the date of grant.
(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 shares awarded vest free of restrictions, and 50% of such shares will be exchanged for cash. If the amount awarded is less than 100% of the restricted shares, the balance of such shares are forfeited to the Company.

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