Ohio Art Company Shareholder Asks Board to Defer SEC Deregistration Plan and Releases Letter Sent to Ohio Art's Board

Ohio Art Company Shareholder Asks Board to Defer SEC Deregistration Plan and
Releases Letter Sent to Ohio Art's Board 


PHILADELPHIA, March 5  /PRNewswire/ -- Henry Partners, L.P. ("Henry"), a
beneficial owner of shares of Ohio Art Company , announced today that it has
written to Ohio Art's board requesting that Ohio Art address its inaccurate
disclosure concerning the number of its shareholders of record. Henry also asked
the board to defer Ohio Art's previously announced plans to both delist its
shares from the American Stock Exchange and no longer be subject to SEC
reporting requirements.  Instead, Henry urged the board to retain a recognized
financial advisor to explore all strategic alternatives to maximize shareholder
value, including a sale of Ohio Art.

Henry noted that under applicable SEC rules, only those public companies with
fewer than 300 shareholders of record may deregister.  Henry further noted that
Ohio Art's most recent Form 10K indicated that Ohio Art has 836 shareholders of
record.  Henry stated that Ohio Art should publicly disclose why it believes
that it is eligible to deregister and thus cease to provide its owners with the
comforts of SEC mandated disclosure.

According to a notice published in the Federal Register on March 4, 2004, the
SEC has requested comments from shareholders and other interested parties
regarding Ohio Art's deregistration proposal.  Comments are due by March 23,
2004.  Henry recommends that shareholders write to the SEC before the March 23,
2004 deadline to express their views.  Such letters may be sent to: Secretary,
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 
20549-0609.  All letters should refer to File No. 1-07162.

Reproduced below is a copy of a letter Henry faxed to the Ohio Art board of
directors on February 27, 2004.

Established in 1997, Henry Partners, L.P. is a private investment partnership
that invests in the securities of publicly traded companies.

                    [Henry Partners, L.P. Letterhead ]

                            February 27, 2004


   VIA FAX [phone]
   The Board of Directors
   Ohio Art Company
   c/o Jerry D. Kneipp, CFO
   PO Box 111
   Bryan, OH  43506

                                    Re: Ohio Art Company (the "Company")

  Gentlemen:


I am writing to you on behalf of Henry Partners, L.P. ("Henry"), a beneficial
owner of the Company's common stock, in the wake of last Friday's announcement
of the Company's intention to attempt to disappear from the investment landscape
and the resulting decline in the price of the Company's shares.  Henry purchased
its shares in the Company in reliance upon the Company's SEC filings, including
its most recent Form 10-K, a document signed by each of you in your capacity as
directors, and a document that, by the Company's own admission, contains
incorrect and misleading information.

In my conversation with CFO Jerry Kneipp on February 23, 2004, Mr. Kneipp
informed me that the number of shareholders of record reported in the Company's
Form 10-K has been inflated to include all beneficial owners and that the
Company actually has "less than 300 shareholders of record" and would therefore
try to avail itself of SEC Rule 12g5-1 and deregister its common stock under the
1934 Act.  I asked Mr. Kneipp three times to tell me the correct number of
shareholders of record that the Company currently has, and each time he refused.
 This refusal, coupled with the disappointing wording of the Company's February
20, 2004 press release, leads Henry to write to you seeking immediate answers to
the following questions:

   1. How many shareholders of record does the Company presently have?
   2. Does the Company's definition of shareholders of record take into
      account the guidance in the SEC's July 1997 Telephone Interpretations
      Manual pertaining to Rule 12g5-1?
   3. Does the board or its Audit Committee intend to direct Company
      management and counsel to file amended Form 10-K's for each of the
      last three fiscal years to correct the misinformation relating to the
      number of shareholders of record?
   4. The Company's press release is silent on both the shareholders' best
      interests and what information the Company will be providing to its
     shareholders in the future if the delisting strategy is implemented.
      Please indicate what effort, if any, you have made or intend to make
      to ensure the interests of the stockholders have been, and will be,
      looked after in the future?
5. When I asked Mr. Kneipp if the Company had engaged a financial advisor
      to assist the board in studying its options, he said "no" and stated
      that the Company's counsel had developed this delisting strategy.
      Please indicate your reasons for not engaging an independent
      financial advisor prior to deciding to attempt to pursue a delisting
      strategy?
   6. On a separate point, I am troubled by the Company's payments to, and
      non-disclosure of, its contributions to TheKillgallon Foundation,
      given that Mr. Killgallon controls the distributions from that
      foundation.  Please advise me of the total amount of Company money
      given to The Killgallon Foundation over the last 10 years, whether
      these donations were approved by the independent members of the
      Company's board and why these donations are in the best interests of
      the Company's shareholders.



In the interest of maximizing, rather than suppressing, shareholder value, I
urge youto defer your delisting strategy and immediately retain a nationally
recognized financial advisor (not a member of the Company's board) to study all
of the Company's strategic alternatives, including a sale of the Company. 
Approving the Company's descent into the value-depressing land of the Pink
Sheets under the guise of avoiding Sarbanes-Oxley compliance expense without
exploring other alternatives available to the Company, such as an outright sale,
would seem to be a poor application of your individual and collective business
judgment.

Given the timeliness and importance of the issues raised in this letter relative
to the Company's stated intent to relieve itself of its reporting requirements
despite admitting in print to having over 800 shareholders of record, I will
look forward to your prompt response.  If I have not received answers to these
questions by the close of business on Tuesday, March 2, 2004, Henry reserves the
right to forward this correspondence to the SEC and the American Stock Exchange,
the press and to other shareholders of the Company.

                                      Very truly yours,

                                      HENRY INVESTMENT TRUST, L.P.
                                      GENERAL PARTNER

       by:  Canine Partners, LLC
                                      Its General Partner

                                        by:  __s/dww______________
                                              David W. Wright,
       President


DATASOURCE: Henry Partners, L.P.



CONTACT:  David W. Wright, Henry Partners, L.P., [phone]

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