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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 2



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004



Commission file number: 000-32665



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Oglebay Norton Company

(Exact name of Registrant as specified in its charter)



|                                                                  |  |                                  
|----------------------------------------------------------------- |  | ---------------------------------
|Ohio                                                              |  | 34-1888342                       
|(State or other jurisdiction of incorporation or organization)    |  | (IRS Employer Identification No.)
|                                                                  | 
|North Point Tower 1001 Lakeside Avenue, 15thFloor Cleveland, Ohio |  | 44114-1151                       
|(Address of principal executive offices)                          |  | (Zip Code)                       



Registrants
telephone number, including area code: (216) 861-3300

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



|                |  |                                
|--------------- |  | -------------------------------
|Common Stock    |  | Series A Convertible           
|$0.01 Par Value |  | Preferred Stock $0.01 Par Value



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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, and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrants knowledge, in any amendment to this Form 10-K. ̈



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



The aggregate market value of voting stock held by non-affiliates of the Registrant at June 30, 2004 was $704,176.



Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x    No ̈



Number of Shares of Common Stock outstanding at March 18, 2005: 3,597,479.



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EXPLANATORY NOTE



This Amendment No. 2 (this Amendment) on Form 10-K/A amends Amendment No. 1 to our Annual Report on Form 10-K/A
for the year ended December 31, 2004, filed on April 6, 2005 (the Original Form 10-K/A), to amend and restate in their entirety the cover page, Part I Item 2, and the Exhibit Index of the Original Form 10-K/A. This Amendment changes the
nomenclature of certain terms and adds disclosure related to the chemical composition of our limestone and sand quarries.



This Amendment amends and restates in their entirety only the cover page, Part I Item 2 and the Exhibit Index. Other than as reflected in the Exhibit
Index, this Amendment does not affect any other parts of or exhibits to the Original Form 10-K/A, and those unaffected parts or exhibits are not included in this Amendment.



This Amendment continues to speak as of the date of our Annual Report on Form 10-K for the year ended December 31, 2004,
filed on March 31, 2005 (the Form 10-K) and we have not updated the disclosure contained herein to reflect events that have occurred since the filing of the Form 10-K. Accordingly, this Amendment should be read in conjunction with our
other filings made with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.



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PART I



|ITEM 2. | PROPERTIES
|------- | ----------



The following map shows the locations of our quarries and operations.



LOGO



3



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The Companys principal operating properties are described below. The Companys executive
offices are located at North Point Tower, 1001 Lakeside Avenue, 15thFloor, Cleveland, Ohio 44114-1151, under a
lease expiring on December 31, 2013. The total area involved is approximately 22,329 square feet.



|                                                |  |                                                                  |  |              |  |                              
|----------------------------------------------- |  | ---------------------------------------------------------------- |  | ------------ |  | -----------------------------
|Location                                        |  | Use                                                              |  | Owned/Leased |  | Reserves(1) (years remaining)
|Corporate Headquarters Cleveland, Ohio          |  | Offices                                                          |  | Leased       |  | N/A                          
|                                                |  |                                                                  | 
|Great Lakes Minerals Cleveland, Ohio            |  | Marine transportation bulk commodity dock                        |  | Leased       |  | N/A                          
|                                                |  |                                                                  | 
|Cleveland, Ohio                                 |  | Offices                                                          |  | Subleased    |  | N/A                          
|                                                |  |                                                                  | 
|Rogers City, Cedarville and Gulliver, Michigan  |  | Limestone quarries, vessel loading facility and processing plant |  | Owned(2)     |  | See Chart                    
|                                                |  |                                                                  | 
|Erie, Pennsylvania                              |  | Marine transportation bulk commodity dock                        |  | Leased       |  | N/A                          
|                                                |  |                                                                  | 
|Toledo, Ohio                                    |  | Warehouse of spare parts                                         |  | Owned        |  | N/A                          
|                                                |  |                                                                  | 
|Global Stone Luttrell, Tennessee                |  | Limestone mine and lime works                                    |  | (3)          |  | See Chart                    
|                                                |  |                                                                  | 
|Chemstone Operations:                           |  |                                                                  |  |              |  |                              
|                                                |  |                                                                  | 
|Strasburg, Middletown, and Winchester, Virginia |  | Limestone quarries, processing plants and lime
works             |  | (4)          |  | See Chart                    
|                                                |  |                                                                  | 
|York, Pennsylvania                              |  | Limestone quarries and processing plants                         |  | Owned        |  | See Chart                    
|                                                |  |                                                                  | 
|Marble City, Oklahoma                           |  | Limestone mine and lime works                                    |  | Owned        |  | See Chart                    
|                                                |  |                                                                  | 
|Buchanan, Virginia                              |  | Limestone quarries and processing plants                         |  | Owned        |  | See Chart                    
|                                                |  |                                                                  | 
|Portage, Indiana                                |  | Limestone processing plant                                       |  | Owned        |  | N/A                          
|                                                |  |                                                                  | 
|Filler Products Operations:                     |  |                                                                  |  |              |  |                              
|                                                |  |                                                                  | 
|Chatsworth, Ellijay, and Cisco, Georgia         |  | Limestone mines and processing plants                            |  | (5)          |  | See Chart                    
|                                                |  |                                                                  | 
|Performance Minerals                            |  |                                                                  |  |              |  |                              
|California Operations:                          |  |                                                                  |  |              |  |                              
|                                                |  |                                                                  | 
|Orange County, California (San Juan Capistrano) |  | Sand quarry and processing plant                                 |  | (6)          |  | 9                            
|                                                |  |                                                                  | 
|Riverside, California                           |  | Sand processing plant                                            |  | Owned        |  | Supplied by thirdparties     
|                                                |  |                                                                  | 
|Bakersfield, California                         |  | Transloading facility                                            |  | Owned        |  | N/A                          
|                                                |  |                                                                  | 
|Bakersfield, California                         |  | Sand processing plant                                            |  | (7)          |  | Supply by Vocafacility       
|                                                |  |                                                                  | 
|Ohio Operations: Glenford and Howard, Ohio      |  | Sand quarries and processing plants                              |  | Owned        |  | See Chart                    



4



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|                                        |  |                                     |  |                     |  |                             
|--------------------------------------- |  | ----------------------------------- |  | ------------------- |  | ----------------------------
|Location                                |  | Use                                 |  | Owned/ Leased       |  | Reserves(1) (yearsremaining)
|Texas Operations: Brady and Voca, Texas |  | Sand quarries and processing plants |  | Owned               |  | See Chart                   
|                                        |  |                                     | 
|Colorado Springs, Colorado              |  | Sand processing plant               |  | (8)                 |  | Supplied bythird parties    
|                                        |  |                                     | 
|Kings Mountain, North Carolina          |  | Mica mines and processing plant     |  | Leased/Owned(9)(10) |  | See Chart                   
|                                        |  |                                     | 
|Velarde, New Mexico                     |  | Mica mines and processing plant     |  | Owned(10)           |  | See Chart                   

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|(1) |  | Please see the chart below for further information on average annual production and reserves.
|--- |  | ---------------------------------------------------------------------------------------------

|(2) |  | The Company, through long-term agreements, leases the mineral rights at Cedarville and the majority of mineral rights at Rogers City.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The lime works is owned and the limestone mine is subject to a mineral lease agreement through 2015.
|--- |  | ----------------------------------------------------------------------------------------------------

|(4) |  | The limestone quarry and lime works at Strasburg and Winchester and the processing plant at Middletown are owned. The limestone quarry at Middletown is subject to a 100-year mineral
lease agreement.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | The processing plants are owned and the limestone mines are subject to a 99-year mineral lease agreement.
|--- |  | ---------------------------------------------------------------------------------------------------------

|(6) |  | The processing plant is owned and the sand quarry is subject to a mineral lease agreement through 2013.
|--- |  | -------------------------------------------------------------------------------------------------------

|(7) |  | The sand processing plants are owned; however, they are located on land that is leased through December 31, 2005 with a right to renew for an additional five-year term.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | The processing plant is owned and the operation acquires feedstock under supply agreements that support current production levels.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------

|(9) |  | The mica mine and one processing plant are leased. The remaining processing plants are owned.
|--- |  | ---------------------------------------------------------------------------------------------

|(10) |  | For a discussion of the possible sale of the mica operations please see Managements Discussion and Analysis of Financial Condition and Results of
OperationsFinancial ConditionAcquisitions and Dispositions.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Set forth in the table below are the Company's annual average production tonnage, using the last 3 years and an estimate of the Company's proven and probable reserves.



|                                                |  |                             |      |  |                            |    
|----------------------------------------------- |  | --------------------------- | ---- |  | -------------------------- | ---
|                                                |  | AverageAnnualProductionTons |      |  | Provenand ProbableReserves |    
|                                                |  | in Millions                 |     
|Great Lakes Minerals                            |  |                             |      |  |                            |    
|Rogers City, Cedarville, and Gulliver, Michigan |  | 17.3                        |      |  | 1,350.9                    |    
|Global Stone                                    |  |                             |      |  |                            |    
|Luttrell, Tennessee                             |  | 0.9                         |      |  | 36.0                       | (1)
|Strasburg, Middletown, and Winchester, VA       |  | 3.0                         |      |  | 165.7                      | (2)
|York, Pennsylvania                              |  | 1.6                         |      |  | 12.8                       |    
|Marble City, Oklahoma                           |  | 0.5                         |      |  | (3                         | )  
|Buchanan, Virginia                              |  | 1.0                         |      |  | 46.8                       | (4)
|Portage, Indiana                                |  | 0.5                         |      |  | n/a                        |    
|Chatsworth, Ellijay, and Cisco, Georgia         |  | 0.6                         |      |  | 21.0                       | (5)
|Performance Minerals                            |  |                             |      |  |                            |    
|Orange County, California                       |  | 0.6                         |      |  | (6                         | )  
|Riverside, California                           |  | 0.0                         | (9)  |  | n/a                        |    
|Bakersfield, California                         |  | 0.0                         | (10) |  | n/a                        |    
|Glenford and Howard, Ohio                       |  | 0.4                         |      |  | 5.7                        | (7)
|Brady and Voca, Texas                           |  | 0.9                         |      |  | 90.8                       | (8)
|Colorado Springs, Colorado                      |  | 0.1                         |      |  | 0.3                        |    
|Kings Mountain, North Carolina                  |  | 0.1                         |      |  | 4.2                        |    
|Velarde, New Mexico                             |  | 0.0                         | (11) |  | 2.5                        |    



5



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The Company has not included reserves that have not met the SEC Industry Guide 7 regulations. Below is additional
information on mineable material that the Company owns or leases. To bring this mineable material into reserves, additional drilling and sampling would be needed.

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|          |  |                                  
|--------- |  | ---------------------------------
|(1)   30  |  | million tons of mineable material
|(2)     9 |  | million tons of mineable material
|(3) 109   |  | million tons of mineable material
|(4)   37  |  | million tons of mineable material
|(5)   43  |  | million tons of mineable material
|(6)   22  |  | million tons of mineable material
|(7)     9 |  | million tons of mineable material
|(8)   81  |  | million tons of mineable material



The average annual production tonnage
rounded to zero in the above schedule, below is the actual average.

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|(9) |  | 15,000
|--- |  | ------

|(10) |  | 11,000
|---- |  | ------

|(11) |  | 15,000
|---- |  | ------



The Companys limestone operations are generally of a high quality and purity. Our limestone quarries are generally classified as either Hi-Calcium (defined as quarries with a high percentage of Calcium Carbonate
(CaCO3)) or Dolomitic (defined as quarries with a high percentage of Magnesium Carbonate (MgCO3)).



Below is a listing of the average chemical composition of our limestone quarries



|                                          |  |                              |   |  |       |  
|----------------------------------------- |  | ---------------------------- | - |  | ----- | -
|                                          |  | Average Chemical Composition |  
|                                          |  | CaCO3                        |   |  | MgCO3 |  
|Great Lakes Minerals                      |  |                              |   |  |       |  
|Rogers City, Michigan                     |  | 98.0                         | % |  |       |  
|Cedarville, Michigan                      |  |                              |   |  | 44.7  | %
|Gulliver, Michigan (Hi Calcium quarry)    |  | 95.7                         | % |  |       |  
|Gulliver, Michigan (Dolomitic quarry)     |  |                              |   |  | 44.8  | %
|Global Stone                              |  |                              |   |  |       |  
|Luttrell, Tennessee                       |  | 95.1                         | % |  |       |  
|Strasburg, Middletown, and Winchester, VA |  | 97.5                         | % |  |       |  
|York, Pennsylvania                        |  | 89.7                         | % |  |       |  
|Marble City, Oklahoma                     |  | 96.7                         | % |  |       |  
|Buchanan, Virginia                        |  |                              |   |  | 44.2  | %
|Rocky Point, Virginia                     |  | 95.1                         | % |  |       |  
|Ellijay, Georgia                          |  | 81.2                         | % |  |       |  
|Cisco, Georgia                            |  | 77.0                         | % |  |       |  



The Companys industrial sands
operations are generally of a high quality and purity. Our sand quarries are defined by their silica (SiO2) content and their average screen size.



Below is a listing of the average silica content and screen size of our sand quarries.



|                           |  |                              |   |  |                              
|-------------------------- |  | ---------------------------- | - |  | -----------------------------
|                           |  | Average Chemical Composition
|                           |  | SiO2                         |   |  | Screen Size Range            
|Performance Minerals       |  |                              |   |  |                              
|Orange County, California  |  | 80.0                         | % |  | Minus 12 mesh - Plus 120 mesh
|Glenford, Ohio             |  | 99.5                         | % |  | Minus 30 mesh - Plus 1 micron
|Howard, Ohio               |  | 98.5                         | % |  | Minus 20 mesh - Plus 270 mesh
|Brady and Voca, Texas      |  | 99.5                         | % |  | Minus 4 mesh - Plus 200 mesh 
|Colorado Springs, Colorado |  | 90.0                         | % |  | Minus 4 mesh - Plus 100 mesh 



6



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment No. 2 to the
Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.



OGLEBAY NORTON COMPANYBy:

/s/    Julie A. BolandVice President and Chief Financial Officer August 5, 2005




7



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|                |  |                                                                                                                                       |  |                                                                                                                                                          
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|SEC Exhibit No. |  | Description                                                                                                                           |  | Location                                                                                                                                                 
|3(a)            |  | Second Amended and Restated Articles of Incorporation of Oglebay Norton Company                                                       |  | Incorporated herein by reference to Exhibit 3.1 to Registrants Registration Statement on Form8-A12G (Commission No. 000-32665) filed on January 31, 2005
|3(b)            |  | Amended and Restated Regulations of Oglebay Norton Company                                                                            |  | Incorporated herein by reference to Exhibit 3.2 to Registrants Registration Statement on Form8-A12G (Commission No. 000-32665) filed on January 31, 2005
|4(a)            |  | Specimen certificate for shares of common stock of Oglebay Norton Company                                                             |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005           
|4(b)            |  | Specimen certificate for shares of Series A Convertible Preferred Stock of Oglebay Norton Company                                     |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005           
|4(c)            |  | Registration Rights Agreement, dated as of January 31, 2005, among Oglebay Norton Company and the parties who are signatories thereto |  | Incorporated herein by reference to Exhibit 4.2 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005          
|10(a)           |  | 2005 Management Stock Plan of Oglebay Norton Company*                                                                                 |  | Incorporated herein by reference to Exhibit 4.1 to Registrants Registration Statement on Form S-8 (Commission No. 333-122432) filed on January 31, 2005 
|10(a)(1)        |  | Form of Restricted Stock Agreement*                                                                                                   |  | Incorporated herein by reference to Exhibit 10.29 to Registrants Registration Statement on FormS-1 (Commission No. 333-122349) filed on January 27, 2005
|10(a)(2)        |  | Form of Stock Option Agreement*                                                                                                       |  | Incorporated herein by reference to Exhibit 10.28 to Registrants Registration Statement on FormS-1 (Commission No. 333-122349) filed on January 27, 2005
|10(b)           |  | Oglebay Norton Company Management Incentive Plan*                                                                                     |  | Incorporated herein by reference to Exhibit 10.18 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005        
|10(c)(1)        |  | Change in Control and Employment Agreement, dated January 31, 2005, between Oglebay Norton Company and Michael D. Lundin*             |  | Incorporated herein by reference to Exhibit 10.10 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005        
|10(c)(2)        |  | Change in Control and Employment Agreement, dated January 31, 2005, between Oglebay Norton Company and Julie A. Boland*               |  | Incorporated herein by reference to Exhibit 10.11 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005        



I-1



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|                |  |                                                                                                                                                                                                                                             |  |                                                                                                                                                                               
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SEC Exhibit No. |  | Description                                                                                                                                                                                                                                 |  | Location                                                                                                                                                                      
|10(c)(3)        |  | Change in Control and Employment Agreement, dated January 31, 2005, between Oglebay Norton Company and Sylvie A. Bon*                                                                                                                       |  | Incorporated herein by reference to Exhibit 10.12 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005                             
|10(c)(4)        |  | Change in Control and Employment Agreement, dated January 31, 2005, between Oglebay Norton Company and Michael J. Minkel*                                                                                                                   |  | Incorporated herein by reference to Exhibit 10.13 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005                             
|10(c)(5)        |  | Change in Control and Employment Agreement, dated January 31, 2005, between Oglebay Norton Company and Rochelle F. Walk*                                                                                                                    |  | Incorporated herein by reference to Exhibit 10.14 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005                             
|10(d)           |  | Director Compensation Summary Sheet*                                                                                                                                                                                                        |  | Incorporated herein by reference to Exhibit 10.19 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005                             
|10(e)           |  | Interest Purchase Agreement, dated as of April 14, 2000, by and among Oglebay Norton Company, Johnson Mining Inc., The Cary Mining Company, Inc., Michigan Minerals Associates, Inc. and Michigan
Limestone Operations Limited Partnership* |  | Incorporated herein by reference to Exhibit 10.64 to Amendment No. 1 to Registrants Registration Statement on Form S-1 (Commission No. 333-115513) filed on November 19,
2004
|10(e)(1)        |  | Amendment No. 1 to Interest Purchase Agreement, by and among Oglebay Norton Company, Johnson Mining Inc., The Cary Mining Company, Inc., Michigan Minerals Associates, Inc. and Michigan Limestone
Operations Limited Partnership*          |  | Incorporated herein by reference to Exhibit 10.8 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005                              
|10(e)(2)        |  | Form of MLO Guaranty*                                                                                                                                                                                                                       |  | Incorporated herein by reference to Exhibit 10.9 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005                              
|10(f)(1)        |  | Director Indemnification Agreement with DeLyle W. Bloomquist, dated February 10, 2005                                                                                                                                                       |  | Incorporated herein by reference to 10.1 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005                                     
|10(f)(2)        |  | Director Indemnification Agreement with Thomas O. Boucher, Jr., dated February 10, 2005                                                                                                                                                     |  | Incorporated herein by reference to 10.2 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005                                     
|10(f)(3)        |  | Director Indemnification Agreement with Eugene I. Davis, dated February 10, 2005                                                                                                                                                            |  | Incorporated herein by reference to 10.3 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005                                     



I-2



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|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                     
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|SEC Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Location                                                                                                                                            
|10(f)(4)        |  | Director Indemnification Agreement with Laurence V. Goddard, dated February 10, 2005                                                                                                                                                                                                                                                                                                                                                                                          |  | Incorporated herein by reference to 10.4 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005           
|10(f)(5)        |  | Director Indemnification Agreement with Robert H. Kanner, dated February 10, 2005                                                                                                                                                                                                                                                                                                                                                                                             |  | Incorporated herein by reference to 10.5 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005           
|10(f)(6)        |  | Director Indemnification Agreement with John P. OBrien, dated February 10, 2005                                                                                                                                                                                                                                                                                                                                                                                              |  | Incorporated herein by reference to 10.6 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005           
|10(f)(7)        |  | Director and Officer Indemnification Agreement with Michael D. Lundin, dated February 10, 2005*                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated herein by reference to 10.7 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005           
|10(f)(8)        |  | Officer Indemnification Agreement with Julie A. Boland, dated February 10, 2005*                                                                                                                                                                                                                                                                                                                                                                                              |  | Incorporated herein by reference to 10.8 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005           
|10(f)(9)        |  | Officer Indemnification Agreement with Sylvie A. Bon, dated February 10, 2005*                                                                                                                                                                                                                                                                                                                                                                                                |  | Incorporated herein by reference to 10.9 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005           
|10(f)(10)       |  | Officer Indemnification Agreement with Michael J. Minkel, dated February 10, 2005*                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated herein by reference to 10.10 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005          
|10(f)(11)       |  | Officer Indemnification Agreement with Rochelle F. Walk, dated February 10, 2005*                                                                                                                                                                                                                                                                                                                                                                                             |  | Incorporated herein by reference to 10.11 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 11, 2005          
|10(g)           |  | Financing Agreement, dated as of January 31, 2005, among Oglebay Norton Company and certain subsidiaries of Oglebay Norton Company, as borrowers, all other subsidiaries of Oglebay Norton
Company, as guarantors, the lenders from time to time party thereto, Wells Fargo Foothill, Inc., as administrative agent, Bank One, NA and Bank of America, N.A., as documentation agents, and Silver Point Finance, LLC, as collateral agent,
syndication agent and lead arranger |  | Incorporated herein by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005



I-3



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|                |  |                                                                                                                                                                                                                    |  |                                                                                                                                                   
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|SEC Exhibit No. |  | Description                                                                                                                                                                                                        |  | Location                                                                                                                                          
|10(g)(1)        |  | Security Agreement, dated as of January 31, 2005, executed by the Reorganized Companies in favor of Silver Point Finance, LLC, a Delaware limited liability company, as collateral
agent                           |  | Incorporated herein by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005  
|10(g)(2)        |  | Pledge Agreement, dated as of January 31, 2005, executed by the Reorganized Companies in favor of Silver Point Finance, LLC, a Delaware limited liability company, as collateral agent                             |  | Incorporated herein by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005  
|10(h)           |  | Oglebay Norton Company Excess and TRA Supplemental Benefit Retirement Plan (January 1, 1991 Restatement)*                                                                                                          |  | Incorporated herein by reference to Exhibit 10(o) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 31, 1997   
|10(h)(1)        |  | First Amendment to Oglebay Norton Company Excess and TRA Supplemental Benefit Retirement Plan (January 1, 1991 Restatement)*                                                                                       |  | Incorporated herein by reference to Exhibit 10(o)(1) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 31, 1997
|10(h)(2)        |  | Second Amendment to Oglebay Norton Company Excess and TRA Supplemental Benefit Retirement Plan (January 1, 1991 Restatement), dated as of December 17, 1997*                                                       |  | Incorporated herein by reference to Exhibit 10(m)(2) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 25, 1998
|10(i)           |  | Oglebay Norton Company Assurance Trust Agreement, dated as of April 17, 2002, by and between Oglebay Norton Company and Bank One, Trust Company (which replaces the Oglebay Norton Company
Pour-Over Rabbi Trust)* |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005    
|10(j)           |  | Irrevocable Trust Agreement II*                                                                                                                                                                                    |  | Incorporated herein by reference to Exhibit 10(l) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 31, 1997   
|10(k)           |  | Credit Agreement, dated as of July 14, 1997, by and among ON Marine Services Company and National City Bank                                                                                                        |  | Incorporated herein by reference to Exhibit 10.4 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005  
|10(k)(1)        |  | First Amendment to Credit Agreement, dated as of the 15th day of January 1999, by and between ON Marine Services Company and National City Bank                                                                    |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005    
|10(k)(2)        |  | Second Amendment to Credit Agreement, dated as of the 15th day of July 1999, by and between ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                        |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005    



I-4



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|                |  |                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                                 
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|SEC Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                       |  | Location                                                                                                                                        
|10(k)(3)        |  | Third Amendment to Credit Agreement, dated as of the 12th day of July 2000, by and between ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                        |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005  
|10(k)(4)        |  | Fourth Amendment to Credit Agreement, dated as of the 30th day of September 2001, by and among ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                    |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005  
|10(k)(5)        |  | Fifth Amendment to Credit Agreement, dated as of the 24th day of December 2001, by and among ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                      |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005  
|10(k)(6)        |  | Sixth Amendment to Credit Agreement, dated as of the 25th day of October 2002, by and among ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                       |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005  
|10(k)(7)        |  | Seventh Amendment to Credit Agreement dated July 14, 1997, as amended and Temporary Waiver, dated the 18th day of April, 2003, by and among ON Marine Services Company, Oglebay Norton Marine
Management Company, L.L.C., as guarantor, Oglebay Norton Marine Services Company, LLC, Oglebay Norton Company, as guarantor, and National City Bank |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005  
|10(k)(8)        |  | Eighth Amendment to Credit Agreement, dated as of the 13th day of June 2003, by and among ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                         |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005  
|10(k)(9)        |  | Ninth Amendment to Credit Agreement, dated as of the 11th day of September 2003, by and among ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                     |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31,
2005  
|10(k)(10)       |  | Tenth Amendment to Credit Agreement, dated as of the 31st day of January 2005, by and among ON Marine Services Company, Oglebay Norton Marine Services Company, LLC, and National City
Bank                                                                                                                                                       |  | Incorporated herein by reference to Exhibit 10.5 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005



I-5



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|                |  |                                                                                                                                                                                                                                                 |  |                                                                                                                                                   
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|SEC Exhibit No. |  | Description                                                                                                                                                                                                                                     |  | Location                                                                                                                                          
|                |  |                                                                                                                                                                                                                                                
|10(k)(10)(i)    |  | Confirmation of Oglebay Norton Company in connection with the Tenth Amendment to Credit Agreement, dated as of January 31, 2005, by and among ON Marine Services Company, Oglebay Norton Marine
Services Company, L.L.C. and National City Bank |  | Incorporated herein by reference to Exhibit 10.6 to Registrants Current Report on Form 8-K (Commission No. 000-32665) filed on February 1, 2005  
|                |  |                                                                                                                                                                                                                                                
|10(l)           |  | Oglebay Norton Company Supplemental Savings and Stock Ownership Plan*                                                                                                                                                                           |  | Incorporated herein by reference to Exhibit 10(j) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 31, 1997   
|                |  |                                                                                                                                                                                                                                                
|10(l)(1)        |  | First Amendment to Oglebay Norton Company Supplemental Savings and Stock Ownership Plan*                                                                                                                                                        |  | Incorporated herein by reference to Exhibit 10(j)(1) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 31, 1997
|                |  |                                                                                                                                                                                                                                                
|10(l)(2)        |  | Second Amendment to Oglebay Norton Company Supplemental Savings and Stock Ownership Plan*                                                                                                                                                       |  | Incorporated herein by reference to Exhibit 10(j)(2) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 31, 1997
|                |  |                                                                                                                                                                                                                                                
|10(l)(3)        |  | Third Amendment to Oglebay Norton Company Supplemental Savings and Stock Ownership Plan*                                                                                                                                                        |  | Incorporated herein by reference to Exhibit 10(h)(3) to Registrants Annual Report on Form 10-K (Commission No. 000-00663) filed on March 25, 1998
|                |  |                                                                                                                                                                                                                                                
|21              |  | Subsidiaries of Oglebay Norton Company                                                                                                                                                                                                          |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005    
|                |  |                                                                                                                                                                                                                                                
|23              |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                        |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005    
|                |  |                                                                                                                                                                                                                                                
|24              |  | Power of attorney                                                                                                                                                                                                                               |  | Filed with Registrants original Annual Report on Form 10-K for the year ended December 31, 2004, which was originally filed on March 31, 2005    
|                |  |                                                                                                                                                                                                                                                
|31(a)           |  | Certification of the Chief Executive Officer, M.D. Lundin, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934                                                                                                          |  | Filed herewith as Exhibit 31(a)                                                                                                                   
|                |  |                                                                                                                                                                                                                                                
|31(b)           |  | Certification of the Chief Financial Officer, J.A. Boland, pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934                                                                                                          |  | Filed herewith as Exhibit 31(b)                                                                                                                   
|                |  |                                                                                                                                                                                                                                                
|32              |  | Certification of the Chief Executive Officer, M.D. Lundin, and Chief Financial Officer, J.A. Boland, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                   |  | Filed herewith as Exhibit 32                                                                                                                      

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|* |  | Identifies exhibits constituting management contracts or compensation plans.
|- |  | ----------------------------------------------------------------------------



I-6