1foe13d.txt SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) (Name of Issuer) Ferro Corporation (Title of Class of Securities) Common Stock (CUSIP Number) 315405100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Paul J. Isaac 75 Prospect Avenue Larchmont, New York 10538 (212) 650-4670 (Date of Event which Requires Filing of this Statement) March 30, 2009 If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-l(e), 240.13d-l(t) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d- 7 for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of Information contained in this form are not required to respond unless the form displays a currently valid 0MB control number. SEC 1746 (03-00) CUSIP No. 315405100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Arbiter Partners, LP (manager, Paul J. Isaac) 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) PF, OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 2,884,739 8. Shared Voting Power NA 9. Sole Dispositive power 2,884,739 10. Shared Dispositive Power NA 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,884,739 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 6.6% Arbiter Partners, L.P. 14. Type of Reporting Person (see instructions) PN CUSIP No. 315405100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Isaac Brothers, LLC (manager, Paul J. Isaac) 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power NA 8. Shared Voting Power 634,872 9. Sole Dispositive power NA 10. Shared Dispositive Power 634,872 11. Aggregate Amount Beneficially Owned by Each Reporting Person 634,872 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 1.5% Isaac Brothers, LLC 14. Type of Reporting Person (see instructions) OO CUSIP No. 315405100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marjorie S. Isaac Grandchildren Trust (manager, Paul J. Isaac) 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization New York 7. Sole Voting Power NA 8. Shared Voting Power 340,649 9. Sole Dispositive power NA 10. Shared Dispositive Power 340,649 11. Aggregate Amount Beneficially Owned by Each Reporting Person 340,649 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 0.8% Marjorie S. Isaac Grandchildren Trust 14. Type of Reporting Person (see instructions) OO CUSIP No. 315405100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marjorie S. Isaac 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization New York 7. Sole Voting Power NA 8. Shared Voting Power 240,000 9. Sole Dispositive power NA 10. Shared Dispositive Power 240,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 240,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 0.5% Marjorie S. Isaac 14. Type of Reporting Person (see instructions) IN CUSIP No. 315405100 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul J. Isaac custodian for Abigail E. Isaac 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization New York 7. Sole Voting Power NA 8. Shared Voting Power 15,000 9. Sole Dispositive power NA 10. Shared Dispositive Power 15,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 0.03% Paul J. Isaac custodian for Abigail E. Isaac 14. Type of Reporting Person (see instructions) IN 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul J. Isaac custodian for Johanna H. Isaac 2. Check the Appropriate Box if a Member of a Group (see instructions) (a) (b) X 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2 (e). No 6. Citizenship or Place of Organization New York 7. Sole Voting Power NA 8. Shared Voting Power 15,000 9. Sole Dispositive power NA 10. Shared Dispositive Power 15,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 15,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions) NA 13. Percent of Class Represented by Amount in Row (11) 0.03% Paul J. Isaac custodian for Johanna H. Isaac 14. Type of Reporting Person (see instructions) IN Item 1. Security and Issuer Common Stock Ferro Corporation 1000 Lakeside Avenue Cleveland, OH 44114-7000 Item 2. Identity and Background (a) Name Arbiter Partners, L.P. Isaac Brothers, LLC Marjorie S. Isaac Grandchildren Trust Marjorie S. Isaac Paul J. Isaac custodian for Abigail E. Isaac Paul J. Isaac custodian for Johanna H. Isaac (b) Residence or business address Arbiter Partners, L.P. 149 Fifth Avenue, 15th Floor New York, New York 10010 Paul J. Isaac - manager Isaac Brothers, LLC 75 Prospect Avenue Larchmont, New York 10538 Paul J. Isaac - manager Daniel H. Isaac - member Frederick J. Isaac - member Marjorie S. Isaac Grandchildren's Trust 75 Prospect Avenue Larchmont, New York 10538 Paul J. Isaac- manager Abigail E. Isaac - grandchild Johanna H. Isaac - grandchild Samuel F. Isaac - grandchild Benjamin J. Isaac - grandchild Marjorie S. Isaac 55 Grasslands Road D 259 Valhalla, NY 10595 Paul J. Isaac custodian for Abigail E. Isaac 75 Prospect Avenue Larchmont, New York 10538 Paul J. Isaac - manager Abigail E. Isaac - daughter Paul J. Isaac custodian for Johanna H. Isaac 75 Prospect Avenue Larchmont, New York 10538 Paul J. Isaac - manager Johanna H. Isaac - daughter (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Please see section (b) (d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case; None (e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment; decree or final order; and None (f) Citizenship. United States Item 3. Source and Amount of Funds or Other Consideration Purchases for Arbiter Partners, L.P., a securities investment partnership, were made with cash for partnership investment. Purchases for Isaac Brothers, LLC were made with cash for personal investment. Purchases for Marjorie S. Isaac Grandchildren's Trust were made with cash for personal investment Purchases for Marjorie S. Isaac were made with cash for personal investment Purchases for Paul J. Isaac custodian for Abigail E. Isaac were made with cash for personal investment Purchases for Paul J. Isaac custodian for Johanna H. Isaac were made with cash for personal investment Item 4. Purpose of Transaction The purchase of 2,884,739 common shares of Ferro Corporation by Arbiter Partners, LP was made for investment purposes. The purchase of 634,872 common shares of Ferro Corporation by Isaac Brothers, LLC was made for investment purposes. The purchase of 340,649 common shares of Ferro Corporation by Marjorie S. Isaac Grandchildren's Trust was made for investment purposes. The purchase of 240,000 common shares of Ferro Corporation by Marjorie S. Isaac was made for investment purposes. The purchase of 15,000 common shares of Ferro Corporation by Paul J. Isaac custodian for Abigail E. Isaac was made for investment purposes. The purchase of 15,000 common shares of Ferro Corporation by Paul J. Isaac custodian for Johanna H. Isaac was made for investment purposes. Item 5. Interest in Securities of the Issuer (a) State the aggregate number and percentage of the class of securities identified pursuant to Item I (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act; Arbiter Partners, L.P. holds 2,884,739 common shares of Ferro Corporation, or 6.6%. Isaac Brothers, LLC holds 634,872 common shares of Ferro Corporation, or 1.5%. Marjorie S. Isaac Grandchildren's Trust holds 340,649 common shares of Ferro Corporation or 0.8% Marjorie S. Isaac holds 240,000 common shares of Ferro Corporation or 0.5% Paul J. Isaac custodian for Abigail E. Isaac holds 15,000 common shares of Ferro Corporation, or 0.03%. Paul J. Isaac custodian for Johanna H. Isaac holds 15,000 common shares of Ferro Corporation, or 0.03%. (b) For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared; Arbiter Partners, LP, managed by Paul J. Isaac, owns 2,884,739 shares of common stock. Paul J. Isaac has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all such 2,884,739 shares. Isaac Brothers, LLC managed by Paul J. Isaac, owns 634,872 shares of common stock. Paul J. Isaac has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of all such 634,872 shares. Marjorie S. Isaac Grandchildren's Trust, managed by Paul J. Isaac, owns 340,649 shares of common stock. Paul J. Isaac has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of all such 340,649 shares. Marjorie S. Isaac owns 240,000 shares of common stock. Paul J. Isaac has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of all such 240,000 shares. Paul J. Isaac custodian for Abigail E. Isaac owns 15,000 shares of common stock. Paul J. Isaac has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of all such 15,000 shares. Paul J. Isaac custodian for Johanna H. Isaac owns 15,000 shares of common stock. Paul J. Isaac has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of all such 15,000 shares. (c) Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (Section 240.13d- 191 ), whichever is less, by the persons named in response to paragraph (a). Instruction. The description of a transaction required by Item 5(c) shall include, but not necessarily be limited to: (1) the identity of the person covered by Item 5( c ) who effected the transaction; (2) the date of the transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected. For Arbiter Partners, L.P.: TRADE DATE QUANTITY UNIT COST 03/09/09 50,000.00 0.91 03/20/09 100,100.00 1.39 03/30/09 84,135.00 1.39 For Isaac Brothers, LLC: TRADE DATE QUANTITY UNIT COST 03/13/09 30,000.00 1.40 Marjorie S. Isaac Grandchildren's Trust: TRADE DATE QUANTITY UNIT COST 03/09/09 50,000.00 0.89 Marjorie S. Isaac TRADE DATE QUANTITY UNIT COST 03/09/09 100,000.00 0.89 03/30/09 36,000.00 1.38 Paul J. Isaac custodian for Abigail E. Isaac TRADE DATE QUANTITY UNIT COST 03/06/09 15,000.00 0.90 Paul J. Isaac custodian for Johanna H. Isaac TRADE DATE QUANTITY UNIT COST 03/06/09 15,000.00 0.90 (d) If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. NA (e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. NA Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3( d)( I) and the note thereto. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer none Item 7. Material to Be Filed as Exhibits none Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 31, 2009 Paul J. Isaac Manager, Arbiter Partners, L.P. and Isaac Brothers, LLC