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 *
LAWRENCE WILLIAM B
   2. Issuer Name and Ticker or Trading Symbol
FERRO CORP [FOE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O FERRO CORPORATION, 6060 PARKLAND BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
02/22/2013
(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 02/25/2013   M   12,000 A (1) 45,669.865 I Director Deferred Comp Plan
Common Stock               1,500 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
Deferred Stock Units (2) 02/22/2013   A   18,500   02/22/2014 02/22/2014 Common Stock 18,500 $ 0 18,500 D  
Deferred Stock Units (1) (2) 02/25/2013   M     12,000 02/24/2013 02/24/2013 Common Stock 12,000 (1) 0 D  
Stock Options (Right to Buy) $ 21.26             02/29/2004 02/28/2013 Common Stock 7,000   7,000 D  
Stock Options (Right to Buy) $ 26.26             02/09/2005 02/09/2014 Common Stock 7,000   7,000 D  
Stock Options (Right to Buy) $ 19.39             02/07/2006 02/07/2015 Common Stock 7,000   7,000 D  
Stock Options (Right to Buy) $ 20.69             02/16/2007 02/16/2016 Common Stock 7,000   7,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAWRENCE WILLIAM B
C/O FERRO CORPORATION
6060 PARKLAND BOULEVARD
MAYFIELD HEIGHTS, OH 44124		   X      

Signatures

 /s/ John T. Bingle, Treasurer, by Power of Attorney   02/26/2013
**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) Vesting of Deferred Stock Units awarded to Non-Employee Directors. At the end of the deferral period of one year, the units are converted into an equal number of shares of Ferro Common Stock. The Directors may defer the payment of the shares by depositing them into their Directors' Deferred Compensation Plan account.
(2) Award granted to Non-Employee Directors. At the end of the deferral period of one year, the units are converted into an equal number of shares of Ferro Common Stock. The units do not have the right to vote or receive dividends and are subject to forfeiture if the recipient is no longer serving as a Director at the end of the deferral period except in the case of retirement, disability or death.

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