Edgar Filing: OGLEBAY NORTON CO /OHIO/

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 ^*

J P MORGAN CHASE & CO

2. Issuer Name and Ticker or Trading Symbol
OGLEBAY NORTON CO /OHIO/ [OGBY.OG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

270 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2006

(Street)

NEW YORK, NY 10017

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, par value $0.01 per share	07/21/2006		J⁽¹⁾		22,199	A	⁽¹⁾	57,313	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convt Preferred Shares,par value $0.01 per share

⁽²⁾

07/21/2006

C⁽¹⁾

18,060

01/31/2005

12/31/2049

Common stock, par value $0.01 per share

22,199

⁽²⁾

369,373

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
J P MORGAN CHASE & CO 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures

Anthony J. Horan		07/24/2006
^**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 Issuer is engaged in a redemption of its Series A Convertible Preferred Shares and the holders of the Preferred Shares must elect by July 21, 2006 to either (1) convert a specified portion of its Preferred Shares into Common Stock at a set and announced conversion ratio or (2) receive an aggregate amount of cash equivalent to $13.52 per Preferred Share on the redemption date of July 28, 2006. The reporting person has elected, effective July 21, 2006, to convert its specified eligible Preferred Shares (18,060) into shares of Common Stock at the announced conversion ratio of 1.2292 shares of Common Stock per Series A Convertible Preferred Share.
(2)	The Series A Convertible Preferred Shares of the Issuer are convertible at the option of the reporting person into shares of Common Stock at an initial ratio of one Preferred Share into one share of Common Stock, which ratio increases pursuant to the terms of the Preferred Shares over time to the current ratio of 1.2292 shares of Common Stock per Preferred Share for the conversion described in footnote 1 above.
(3)	Beneficial ownership of this position was acquired by J.P. Morgan Ventures Corporation, a wholly owned subsidiary of JPMorgan Chase & Co. JPMorgan Chase & Co. expressly disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest in such shares.

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