UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  July 3, 2008

Ferro Corporation

(Exact name of registrant as specified in its charter)

Ohio		1-584		34-0217820
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

1000 Lakeside Avenue, Cleveland, Ohio		44114
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  216-641-8580

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01. Other Events.

     As previously announced, Ferro Corporation (the “Company”) commenced (i) a tender offer to purchase for cash any and all of its outstanding 9 1/8% Senior Notes due in January 2009 (the “Notes”) and (ii) a consent solicitation to amend the indenture governing the Notes. The Company announced on July 3, 2008, that the price in the tender offer for the Notes validly tendered on or prior to 5:00 p.m., New York City time on July 3, 2008 will be $1,028.96 per $1,000 principal amount of the Notes, plus accrued and unpaid interest from the last interest payment date to the date of payment of the tender offer consideration to the holder of the Note.

     A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1		Press Release of Ferro Corporation, dated July 3, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit No.		Description
99.1		Press release of Ferro Corporation, dated July 3, 2008