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  o    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

Item 5.  Market for the Company’s Common Stock and Related Stockholder Matters

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 304 as of April 28, 2004.  The high and low sales prices of the stock on that 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				Income (Loss)			Dividend
	High		Low					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: May 3, 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	May 3, 2004
Jerry D. Kneipp