SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

ý Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the fiscal year ended January 31, 2004

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission file number 0-4479.

THE OHIO ART COMPANY

(Exact name of Registrant as specified in its charter)

Ohio		34-4319140
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

P.O. Box 111, Bryan, Ohio		43506
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		419-636-3141

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $1 Par Value		American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements in Part III of this Form 10-K or any amendment to this Form 10-K. ý.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No ý

The aggregate market value of the Common Stock held by non-affiliates of the Registrant as of July 31, 2003 was approximately $5,373,000 (based upon the closing price of $14.00 on July 31, 2003 on The American Stock Exchange). The number of shares outstanding of the issuer’s Common Stock as of April 22, 2004 was 886,784. It is estimated that 43% of that stock is held by non-affiliates. (Excludes shares beneficially owned by officers and directors and their immediate families).

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated into this Form 10-K by reference:

Portions of the Proxy Statement for Annual Meeting of Stockholders to be held on June 1, 2004 filed with the SEC pursuant to Schedule 14D Part III.

SAFE HARBOR STATEMENT

This document and supporting schedules contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995, and as such, only reflects the Company’s best assessment at this time. Investors are cautioned the forward-looking statements involve risks and uncertainties, that actual results may differ materially from such statements, and that investors should not place undue reliance on such statements. For a discussion of factors that may affect actual results, investors should refer to Item 1 of this Form 10-K.

PART II

The principal market for the Common Stock of The Ohio Art Company is the American Stock Exchange (the “Exchange”) under Ticker Symbol “OAR.” The approximate number of record holders of the Company’s Common Stock at January 31, 2004 was 278. Management believes that the number of record holders is 313 as of April 22, 2004. This number differs from the number of stockholders disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003 (the “2003 10-K”), in which the Company stated that it had 836 stockholders of record. That stockholder number reported the Company’s estimate of total stockholders, rather than stockholders of record as defined by the SEC. When calculating the stockholder number for its 2003 10-K, the Company incorrectly included its estimate of the beneficial holders of the Common Stock, based upon information received from brokers and other record nominees through its stock transfer agent. The Company did not realize that beneficial holders should not be included in the stockholder of record number. This information was obtained to determine the number of 2003 proxy statements that the Company would be required to print and mail.

Beneficial holders are persons who directly or indirectly have or share voting power or investment power with respect to the common stock. Stockholders of record, in contrast, are persons or entities that own Common Stock and whose names appear on the stock record books of the Company with the Company’s transfer agent. The estimated 515 beneficial stockholders reported on the broker listings hold their stock through 62 brokerages and banks. It is these 62 brokers and banks who should be included in the number of stockholders of record rather than the estimated 515 beneficial stockholders that they represent. In addition, the Company included 75 vested members of the Company’s ESOP plan, which are represented by a broker (included in the 62 brokers referred to above). Rather than including the 75 vested members of the Company’s ESOP, the Company should have included only the broker in its calculation of the number of stockholders of record. The correct number of stockholders of record on April 25, 2003, which was the record date for the 2003 annual meeting of the Company, was 308.

The high and low sales prices of the stock on the American Stock Exchange, as reported by the Exchange, and earnings (loss) and dividends per share paid on the stock in 2004 and 2003 by quarter, were as follows:

	Fiscal Year Ended January 31, 2004
	Sales Prices							Dividend
	High		Low		Income (Loss)			Declared
Feb – Apr	$	17.98	$	12.45	$	(.61	)	$	.08
May - Jul	15.25		13.05		(.34		)	.04
Aug - Oct	14.20		9.00		.32			.04
Nov - Jan	17.35		11.12		.12			.04

	Fiscal Year Ended January 31, 2003
	Sales Prices							Dividend
	High		Low		Income (Loss)			Declared
Feb – Apr	$	32.25	$	18.25	$	(.74	)	$	.16
May – Jul	25.00		10.50		.58			.04
Aug - Oct	14.75		10.25		1.18			.04
Nov - Jan	21.00		10.25		.39			.04

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE OHIO ART COMPANY

Date: August 6, 2004	By	/s/ Jerry D. Kneipp
	Jerry D. Kneipp, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.

Signature	Title	Date
/s/ Jerry D. Kneipp	Chief Financial Officer	August 6, 2004
Jerry D. Kneipp

/s/ Jerry D. Kneipp

Chief Financial Officer

August 6, 2004

Jerry D. Kneipp

OHIO ART CO 10-K/A