UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Ofof Report (Date Ofof ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): 0904/3012/~~2005~~2006

Oglebay Norton Company

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Commission File Number: 000-32665

Ohio		34-1888342
(State or Other Jurisdiction of		(I.R.S. Employer
(State or other jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification No.)
incorporation)		Identification No.)

North Point Tower

1001 Lakeside Avenue - 15th Floor

Cleveland, OH 44114

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, ~~Including~~including ~~Zip~~zip ~~Code~~code)

216-861-3300

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~17CFR240~~17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (~~17CFR240~~17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (~~17CFR240~~17 CFR 240.13e-4(c))

~~Items~~Information to be ~~Included~~included in ~~this~~the ~~Report~~report

Item 1.0102. ~~Entry~~Termination ~~into~~of a Material Definitive Agreement

On ~~September~~April 3012, ~~2005~~2006, ~~the Organization and Compensation Committee of~~ Oglebay Norton Company ~~(the "Company")~~, ~~adopted~~an ~~the~~Ohio ~~Oglebay~~corporation ~~Norton Company 2005 Executive Bonus Plan~~ (the "~~Plan~~Company")~~.The~~, ~~purpose~~announced ofthat ~~the~~it ~~Plan~~had isobtained ~~to further~~ the ~~profits~~requisite ~~and~~two-thirds ~~growth~~consent ~~of the Company by enabling the Company~~ to ~~induce~~terminate, ~~selected employees of the Company~~ and ~~its~~effective ~~subsidiaries~~April ~~who~~12, ~~are~~2006 inhad aterminated, ~~position to help~~ the ~~Company~~Registration ~~achieve~~Rights ~~its financial~~Agreement, ~~business,~~dated ~~and~~January ~~strategic objectives during calendar year 2005~~31, ~~to achieve those objectives in~~ 2005~~.Under the Plan~~, ~~eleven~~between ~~employees of~~ the Company, ~~including~~and ~~all~~certain ~~five~~Subscribers of the Company's ~~named~~Series ~~executive~~A ~~officers~~Convertible ~~(the~~Preferred ~~"Participants")~~Stock, ~~have~~par ~~the~~value ~~opportunity~~$0.01 toper ~~earn~~share ~~a specific target bonus amount which will be paid upon achievement of financial goals~~ (the "~~Bonus").~~convertible Inpreferred ~~order to earn any Bonus~~stock"), ~~total~~including ~~debt for~~ the Company's atChairman ~~year-end~~of ~~2005~~the ~~must~~Board beof atDirectors orand ~~below~~certain ~~$260~~entities ~~million.~~controlled Ifby ~~debt~~him. The isSubscribers ~~adequately~~had ~~reduced,~~acquired ~~Participants~~shares ~~can~~of ~~receive~~the upconvertible topreferred ~~target~~stock ~~Bonus~~pursuant ~~levels~~to ifa ~~shareholder~~commitment ~~equity~~agreement, isdated ~~increased~~as ~~above~~of ~~the~~February ~~level~~23, ~~forecasted~~2004, ~~for~~and ~~year-end~~as ~~2005~~amended inon ~~the~~June ~~Company's~~29, ~~Disclosure~~2004, ~~Statement~~November ~~dated July 30~~15, 2004, asNovember ~~amended~~23, 2004 and ~~filed~~December ~~with~~20, ~~the U~~2004.S.As ~~Bankruptcy~~a ~~Court.The~~result ~~maximum~~of ~~Bonus~~the ~~payable~~termination inof ~~aggregate~~the ifRegistration ~~target~~Rights ~~levels~~Agreement, ~~are~~the ~~achieved~~Company is ~~$1,261,920,~~no oflonger ~~which~~contractually ~~the~~obligated ~~five~~to ~~named~~maintain ~~executive~~the ~~officers~~effectiveness ~~can~~of ~~each~~its ~~receive~~registration ~~the~~statement ~~following~~on ~~amounts:Michael~~Form D.S-1 ~~Lundin,~~covering ~~President~~certain ~~and~~resales ~~CEO:~~of ~~$350,000Julie~~its A.common ~~Boland,~~stock ~~VP, CFO~~ and ~~Treasurer:~~convertible ~~$157,800Sylvie~~preferred A.stock ~~Bon,~~(the ~~VP,~~"registration ~~Administration and CIO: $111,000Michael J~~statement"). The ~~Minkel,~~Company ~~SVP,~~therefore ~~Operations: $120~~filed,~~000Rochelle~~ F.on ~~Walk,~~April VP17, ~~General Counsel and Secretary: $115~~2006,~~800In~~ ~~the event~~ a ~~Participant's~~post-effective ~~employment~~amendment ~~with~~to the ~~Company~~registration isstatement ~~terminated~~to ~~for~~deregister ~~cause~~the orcommon ~~s/he~~stock ~~voluntarily~~and ~~leaves~~convertible ~~the~~preferred ~~Company~~stock ~~prior~~covered toby ~~the~~such ~~payment~~registration ofstatement.On ~~the~~April ~~Bonus~~17, no2006, ~~Bonus will be paid to such Participant; in~~ the ~~event~~Company filed a ~~Participant's~~Form ~~employment~~15 with the ~~Company~~United isStates ~~terminated~~Securities ~~without~~and ~~cause~~Exchange ~~prior~~Commission to (the ~~payment~~"Commission") ofto ~~the~~deregister ~~Bonus,~~its ~~the~~common ~~Bonus~~stock, ~~will~~par bevalue ~~prorated~~$0. ~~All~~01 ~~Bonuses~~per ~~will~~share be(the ~~paid~~"common ~~prior~~stock"), toand ~~March~~its ~~15,~~convertible ~~2006. The~~preferred ~~Company's~~stock, ~~Organization~~ and ~~Compensation~~suspend ~~Committee~~its isreporting ~~the~~obligations ~~Plan's~~under ~~administrator.This~~the ~~brief~~Securities ~~description~~Exchange Act of ~~the~~1934.The ~~Plan~~Company isanticipates ~~qualified~~continuing ~~by reference~~ to ~~the~~produce ~~Oglebay~~quarterly ~~Norton~~and ~~Company~~annual ~~2005~~financial ~~Executive~~statements ~~Bonus~~for ~~Plan~~all asof ~~Exhibit~~its 10shareholders.~~1 to this report.~~

Item 3.03. Material Modifications to Rights of Security Holders

Information required by this Item is provided in response to Item 1.02 above.

Item 8.01. Other Events

On April 17, 2006, the Company issued a press release announcing that it had terminated the Registration Rights Agreement, filed a Form 15 with the Commission, and postponed its 2006 Annual Meeting of Shareholders, which was scheduled to be held on May 4, 2006.

A copy of the press release is attached hereto and incorporated herein as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(cd) Exhibits. Exhibit No. Description of Exhibit

1099.1 Oglebay Norton Company ~~2005~~Press ~~Executive~~Release ~~Bonus~~dated ~~Plan~~ April 17, 2006.

Signature(s)

Pursuant to the ~~Requirements~~requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~Report~~report to be signed on its behalf by the ~~Undersigned~~undersigned hereunto duly authorized.

		Oglebay Norton Company
Date: October 05, 2005.	By:	/s/ Julie A. Boland
Date: April 17, 2006	By:	/s/ Rochelle F. Walk
		Julie A. Boland
		Rochelle F. Walk
		VP, CFO and Treasurer
		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
EX-10.1		Oglebay Norton Company 2005 Executive Bonus Plan
EX-99.1		Oglebay Norton Company Press Release dated April 17, 2006.

Filing Compare · OGLEBAY NORTON CO /OHIO/