Oglebay Norton Company

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

677007205

(CUSIP Number)

January 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1 (b)

þ Rule 13d-1 (c)

o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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 OMB control number.

13G

CUSIP No. 677007205

1. Name of Reporting Person:
Schultze Master Fund, Ltd. I.R.S. Identification Nos. of above persons (entities only):
Tax I.D. 98-0425156

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:

6. Shared Voting Power:
1,083,920

7. Sole Dispositive Power:

8. Shared Dispositive Power:
1,083,920

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,083,920

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
9.0%

12. Type of Reporting Person:
OO

13G

CUSIP No. 677007205

1. Name of Reporting Person:
Schultze Asset Management, LLC I.R.S. Identification Nos. of above persons (entities only):
Tax I.D. 22-3563247

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:

6. Shared Voting Power:
1,170,500

7. Sole Dispositive Power:

8. Shared Dispositive Power:
1,170,500

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,170,500

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
9.7%

12. Type of Reporting Person:
IA

13G

CUSIP No. 677007205

1. Name of Reporting Person:
George J. Schultze I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
United States of America

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:

6. Shared Voting Power:
1,170,500

7. Sole Dispositive Power:

8. Shared Dispositive Power:
1,170,500

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,170,500

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
9.7%

12. Type of Reporting Person:
IN

Item 1.

(a) Name of Issuer:

Oglebay Norton Company

(b) Address of Issuer’s Principal Executive Offices:

North Point Tower, 1001 Lakeside Avenue, 15^th Floor, Cleveland Ohio 44114

Item 2.

Schultze Master Fund, Ltd.

(a) Name of Persons Filing:

Schultze Master Fund, Ltd.

(b) Address of Principal Business Office or, if none, Residence:

c/o Caledonian Fund Svcs, Ltd., P.O. Box 1043 GT, Grand Cayman, Cayman Islands

(c) Citizenship: Cayman Islands

(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

(e) CUSIP Number:

677007205

Schultze Asset Management, LLC

(a) Name of Persons Filing:

Schultze Asset Management, LLC

(b) Address of Principal Business Office or, if none, Residence:

3000 Westchester Avenue, Purchase, NY 10577

(c) Citizenship: Delaware

(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

(e) CUSIP Number:

677007205

George J. Schultze

(a) Name of Persons Filing:

George J. Schultze

(b) Address of Principal Business Office or, if none, Residence:

c/o Schultze Asset Management, LLC, 3000 Westchester Avenue, Purchase, NY 10577

(c) Citizenship: United States of America

(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

(e) CUSIP Number:

677007205

Schultze Asset Management, LLC acts as investment manager for individual and institutional investors through limited partnerships, offshore funds, and managed accounts (the “Managed Accounts”). In its capacity as investment manager, and pursuant to investment management agreements between Schultze Asset Management, LLC and each Managed Account, Schultze Asset Management, LLC has the sole power to vote and dispose of the securities owned by the Managed Accounts.

Schultze Master Fund, Ltd. is one of Schultze Asset Management, LLC’s Managed Accounts. George J. Schultze is the Managing Member of Schultze Asset Management, LLC. George J. Schultze exercises sole voting and investment control over Schultze Asset Management, LLC.

Both Schultze Asset Management, LLC and George J. Schultze disclaim beneficial ownership of such Common Stock, $0.01 par value per share, (the “Common Stock”) except to the extent of their respective pecuniary interest in the Issuer’s Common Stock.

Item 3.

Schultze Asset Management, LLC is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

Item 4. Ownership.

Schultze Master Fund, Ltd.

(a) Amount beneficially owned: 1,083,920 shares.(1)*

(b) Percent of class: 8.96%.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:      0     .

(ii) Shared power to vote or to direct the vote:      1,083,920     .

(iii) Sole power to dispose or to direct the disposition of:      0     .

(iv) Shared power to dispose or to direct the disposition of:      1,083,920     .

* Pursuant to an investment management agreement, Schultze Master Fund, Ltd. has granted Schultze Asset Management, LLC the sole power to vote and dispose of the shares of Preferred Stock.

Schultze Asset Management, LLC

(a) Amount beneficially owned: 1,170,500 shares.(1)*

(b) Percent of class: 9.68%.*

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:      0     .

(ii) Shared power to vote or to direct the vote:      1,170,500     .

(iii) Sole power to dispose or to direct the disposition of:      0     .

(iv) Shared power to dispose or to direct the disposition of:      1,170,500     .

* Pursuant to investment management agreements, various Managed Accounts have granted Schultze Asset Management, LLC the sole power to vote and dispose of the shares of Preferred Stock.

George J. Schultze

(a) Amount beneficially owned: 1,170,500 shares.(1)*

(b) Percent of class: 9.68%.*

(c) Number of shares as to which the person has:

* George J. Schultze exercises sole voting and investment control over Schultze Asset Management, LLC.

(1) As of May 2, 2005, there were 3,597,581 shares of Common Stock issued and outstanding (as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 11, 2005). As of March 31, 2005, there were 8,500,000 shares of Series A Convertible Preferred Stock, $0.01 par value per share (“Preferred Stock”), of the issuer issued and outstanding (as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 11, 2005). The shares of Preferred Stock are convertible at the option of the holder into shares of Common Stock at an initial ratio of one share of Preferred Stock into one share of Common Stock.

Pursuant the Issuer’s second amended joint plan of reorganization , which was effective on January 31, 2005, Schultze Master Fund, Ltd. received 396,792 shares of Common Stock and 1,083,920 shares of Preferred stock. In addition, various other Managed Accounts, in the aggregate, received 23,310 shares of Common Stock and 63,680 shares of Preferred Stock. Schultze Master Fund, Ltd. currently owns 0 shares of Common Stock and 1,083,920 shares of Preferred Stock, and therefore is deemed to beneficially own 1,083,920 shares of Common Stock. The various other Managed Accounts, in the

aggregate, currently own 0 shares of Common Stock and 86,580 shares of Preferred Stock, and therefore are deemed to beneficially own 86,580 shares of Common Stock.

Schultze Master Fund, Ltd., Schultze Asset Management, LLC and George J. Schultze filed a Schedule 13G on May 13, 2005 reflecting their beneficial ownership of the Preferred Stock.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of a Group.

Not applicable.

Item 10. Certification.

(a) This Schedule 13G is being filed by Schultze Asset Management, LLC pursuant to Rule 13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b) This Schedule 13G is being filed by Schultze Master Fund, Ltd. and George J. Schultze pursuant to Rule 13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

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.


		June 13, 2005

		SCHULTZE MASTER FUND, LTD.

		/s/George J. Schultze

		Name:		George J. Schultze
		Title:		Director

		SCHULTE ASSET MANAGEMENT LLC

		/s/George J. Schultze

		Name:		George J. Schultze
		Title:		Managing Member

		/s/George J. Schultze

		George J. Schultze

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the undersigned persons hereby agree to the joint filing on behalf of each of them a statement on Schedule 13G (including any amendments thereto, the “Statement”) with respect to the Common Stock, par value $0.01 per share of Oglebay Norton Company. Furthermore, each party to this Agreement expressly authorizes each other party to this Agreement to file the Statement on his behalf. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Date: June 13, 2005


		SCHULTZE MASTER FUND, LTD.

		By:		/s/ George J. Schultze

		Name:		George J. Schultze
		Title:		Director

		SCHULTZE ASSET MANAGEMENT, LLC

		By:		/s/ George J. Schultze

		Name:		George J. Schultze
		Title:		Managing Member

		/s/ George J. Schultze

		George J. Schultze


13G
CUSIP No. 677007205

	1.	Name of Reporting Person: Schultze Master Fund, Ltd.			I.R.S. Identification Nos. of above persons (entities only): Tax I.D. 98-0425156

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power:

			6.	Shared Voting Power: 1,083,920

			7.	Sole Dispositive Power:

			8.	Shared Dispositive Power: 1,083,920

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,083,920

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 9.0%

	12.	Type of Reporting Person: OO


13G
CUSIP No. 677007205

	1.	Name of Reporting Person: Schultze Asset Management, LLC			I.R.S. Identification Nos. of above persons (entities only): Tax I.D. 22-3563247

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power:

			6.	Shared Voting Power: 1,170,500

			7.	Sole Dispositive Power:

			8.	Shared Dispositive Power: 1,170,500

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,170,500

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 9.7%

	12.	Type of Reporting Person: IA


13G
CUSIP No. 677007205

	1.	Name of Reporting Person: George J. Schultze			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States of America

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power:

			6.	Shared Voting Power: 1,170,500

			7.	Sole Dispositive Power:

			8.	Shared Dispositive Power: 1,170,500

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,170,500

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 9.7%

	12.	Type of Reporting Person: IN

	(a)		Name of Issuer:

			Oglebay Norton Company

	(b)		Address of Issuer’s Principal Executive Offices:

			North Point Tower, 1001 Lakeside Avenue, 15^th Floor, Cleveland Ohio 44114

	(a)		Name of Persons Filing:

			Schultze Master Fund, Ltd.

	(b)		Address of Principal Business Office or, if none, Residence:

			c/o Caledonian Fund Svcs, Ltd., P.O. Box 1043 GT, Grand Cayman, Cayman Islands

	(c)		Citizenship: Cayman Islands

	(d)		Title of Class of Securities:

			Common Stock, par value $0.01 per share

	(e)		CUSIP Number:

			677007205

	(a)		Amount beneficially owned: 1,083,920 shares.(1)*

	(b)		Percent of class: 8.96%.

	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote: 0 .

	(ii)		Shared power to vote or to direct the vote: 1,083,920 .

	(iii)		Sole power to dispose or to direct the disposition of: 0 .

	(iv)		Shared power to dispose or to direct the disposition of: 1,083,920 .

	(a)		Amount beneficially owned: 1,170,500 shares.(1)*

	(b)		Percent of class: 9.68%.*

	(c)		Number of shares as to which the person has: