UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No.  677143 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William Carpenter Killgallon

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
U. S. A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
138,094

6.

Shared Voting Power
11,074

7.

Sole Dispositive Power
138,094

8.

Shared Dispositive Power
11,074

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
138,094

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

11.

Percent of Class Represented by Amount in Row (9)
15.57%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No.  677143 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Martin Lawrence Killgallon,II

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
U. S. A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
201,559

6.

Shared Voting Power
11,074

7.

Sole Dispositive Power
201,559

8.

Shared Dispositive Power
11,074

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
201,559

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ý

11.

Percent of Class Represented by Amount in Row (9)
22.73%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
The Ohio Art Company

(b)

Address of Issuer’s Principal Executive Offices
P.O. Box 111
Bryan, OH 43506

Item 2.

(a)

Name of Person Filing
William Carpenter Killgallon
Martin Lawrence Killgallon, II

(b)

Address of Principal Business Office or, if none, Residence
P.O. Box 111
Bryan, OH 43506

(c)

Citizenship
Each person filing this statement is a citizen of the United States

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
677143 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

c) Number of shares as to which such person has:

(a)
Amount
Benefi-
cially
Owned

(b)
Percent
of
Class

(i)
Sole
Power
to Vote
or to
Direct
the Vote

(ii)
Shared
Power
to Vote
or to
Direct
the Vote

(iii)
Sole Power
to Dispose
or to
Direct the
Disposition
of

(iv)
Shared Power
to Dispose
or to
Direct the
Disposition
of

William Carpenter Killgallon

138,094

(1)

15.57

138,094

(3)

11,074

138,094

11,074

(4)

Martin Lawrence Killgallon,II

201,559

(2)

22.73

201,559

(3)

11,074

201,559

11,074

(4)

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The minor children of Martin Lawrence Killgallon, II have the right to receive the income and proceeds from 33,300 shares held for them.  The Killgallon Foundation has the right to receive the income and proceeds from 1,200 shares reported herein as beneficially owned by William Carpenter Killgallon and Martin Lawrence Killgallon, II.

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

William Carpenter Killgallon and Martin Lawrence Killgallon, II are siblings.  The affairs of The Ohio Art Company are from time to time discussed by the family members, but each party hereto has sole control of the shares listed herein as owned by such party and disclaims being a member of a “group” within the meaning of Section 13 of the Securities and Exchange Act.

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Dated:  February 12, 2004

/s/ William C. Killgallon

William Carpenter Killgallon

/s/ Martin L. Killgallon, II

Martin L.Killgallon, II