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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1. Name and Address of Reporting Person * RUTHERFORD JEFFREY L   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) V.P and CFO (Last) (First) (Middle) 6060 PARKLAND BLVD 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2015 (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               48,300 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)

$ 12.33

02/18/2015

A

28,600

02/18/2016

02/18/2025

Common Stock

28,600

$ 0

28,600

D

Restricted Share Unit

$ 0

02/18/2015

A

13,300

02/18/2018(1)

02/18/2018

Common Stock

13,300

$ 0

13,300

D

Performance Share Unit

$ 0

02/18/2015

A

33,100

(2)

12/31/2017

Common Stock

33,100

$ 0

33,100

D

Performance Share Unit

$ 0

(2)

12/31/2014

Common Stock

58,200

58,200

D

Performance Share Unit

$ 0

(2)

12/31/2016

Common Stock

30,700

30,700

D

Performance Share Unit

$ 0

(2)

12/31/2015

Common Stock

77,300

77,300

D

Phantom Shares

(3)

(3)

(3)

Common Stock

9,001.2948

9,001.2948

D

Restricted Share Unit

$ 0

02/20/2017(1)

02/20/2017

Common Stock

12,300

12,300

D

Restricted Share Unit

$ 0

04/02/2015(1)

04/02/2015

Common Stock

23,300

23,300

D

Restricted Share Unit

$ 0

02/23/2016(1)

02/23/2016

Common Stock

30,900

30,900

D

Stock Options (Right to Buy)

$ 5.95

04/02/2013

04/02/2022

Common Stock

49,900

49,900

D

Stock Options (Right to Buy)

$ 5.29

02/21/2014

02/21/2023

Common Stock

65,000

65,000

D

Stock Options (Right to Buy)

$ 13.09

02/20/2015

02/20/2024

Common Stock

25,400

25,400

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUTHERFORD JEFFREY L 6060 PARKLAND BLVD MAYFIELD HEIGHTS, OH 44124			V.P and CFO

Signatures

/s/ John T. Bingle, Treasurer, by Power of Attorney		02/20/2015
**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)	The date reflected above as the Date Exercisable is the scheduled vesting date of the Restricted Share Units. Once vested, settlement of the Restricted Share Units and delivery of common shares is subject to an additional two-year holding period.
(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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