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 *
Killian Ann
   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, Human Resource
(Last)
(First)
(Middle)
6060 PARKLAND BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
02/20/2014
(Street)

MAYFIELD HEIGHTS, OH 44124		 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 02/24/2014   F   2,753 D $ 13.09 23,847 (1) D  
Common Stock - Restricted               0 (1) 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
Restricted Share Unit $ 0 02/20/2014   A   6,700   02/20/2017 02/20/2017 Common Stock 6,700 $ 0 6,700 D  
Stock Options (Right to Buy) $ 13.09 02/20/2014   A   14,000   02/20/2015 02/20/2024 Common Stock 14,000 $ 0 14,000 D  
Performance Share Unit $ 0 02/20/2014   A   16,900     (2) 12/31/2016 Common Stock 16,900 $ 0 16,900 D  
Performance Share Unit $ 0               (2) 12/31/2014 Common Stock 36,700   36,700 D  
Performance Share Unit $ 0               (2) 12/31/2015 Common Stock 53,500   53,500 D  
Phantom Shares (3) (3)               (3)   (3) Common Stock 19,367.1491   19,367.1491 D  
Restricted Share Unit $ 0             02/23/2015 02/23/2015 Common Stock 14,700   14,700 D  
Restricted Share Unit $ 0             02/23/2016 02/23/2016 Common Stock 21,400   21,400 D  
Stock Options (Right to Buy) $ 21.01             07/11/2006 07/11/2015 Common Stock 30,000   30,000 D  
Stock Options (Right to Buy) $ 20.69             02/16/2007 02/16/2016 Common Stock 15,500   15,500 D  
Stock Options (Right to Buy) $ 21.99             02/06/2008 02/06/2017 Common Stock 18,000   18,000 D  
Stock Options (Right to Buy) $ 17.26             02/28/2009 02/28/2018 Common Stock 17,000   17,000 D  
Stock Options (Right to Buy) $ 8.25             02/25/2011 02/25/2020 Common Stock 35,000   35,000 D  
Stock Options (Right to Buy) $ 1.37             02/25/2010 02/25/2019 Common Stock 35,000   35,000 D  
Stock Options (Right to Buy) $ 15.16             02/24/2012 02/24/2021 Common Stock 26,600   26,600 D  
Stock Options (Right to Buy) $ 6.84             02/23/2013 02/23/2022 Common Stock 31,500   31,500 D  
Stock Options (Right to Buy) $ 5.29             02/21/2014 02/21/2023 Common Stock 44,900   44,900 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Killian Ann
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH 44124		       Vice President, Human Resource  

Signatures

 /s/ John T. Bingle, Treasurer, by Power of Attorney   02/24/2014
**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) Balance includes vesting of restricted shares net of forfeiture for tax liability.
(2) Performance Share Units granted as a performance award, vesting based upon degree of acheivement of performance goal. At the end of the performance period, 50% of award is paid in common shares free of restrictions, and 50% is paid in cash. If the final amount is less than 100% of the share units, the balance is forfeited to the company.
(3) Represent phantom shares awarded under the Company's Supplemental Defined Contribution Plan for Executive Employees.

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