UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
EXOLON-ESK COMPANY
_________________________________________________________________
(Name of Issuer)
Common Stock $1.00 Par Value Per Share
_________________________________________________________________
(Title of Class of Securities
302101 10 0
____________________________
(CUSIP Number)
Patrick W.E. Hodgson
2025 Walden Avenue
Cheektowaga, New York 14225 (Phone: (716) 683-2250)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 11, 1997
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the
statement. __. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
Amendment No. 13
CUSIP NO. 302101 10 0
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Patrick W.E. Hodgson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 98,008
BY EACH REPORTING NOTE: This number of shares is
PERSON WITH determined as follows: 77,424 shares of
$1.00 par value common stock currently
owned by the Reporting Person plus an
additional 20,584 shares of $1.00 par
value common stock if the 18,297 shares
of Series A Preferred Stock currently
owned by the Reporting Person were
converted to $1.00 par value common
stock.
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
98,008 (See note in Row 7)
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,008 (See note in Row 7).
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.50%
NOTE: This percentage is based on the number of shares
outstanding determined as follows: 481,995 shares of $1.00
par value common stock currently outstanding plus an
additional 20,584 shares of $1.00 par value common stock
which would be outstanding if the 18,297 shares of Series A
Preferred Stock currently owned by the Reporting Person were
converted to $1.00 par value common stock.
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 13
CUSIP NO. 302101 10 0
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 50,900
BY EACH REPORTING
PERSON WITH
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
50,900
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.56%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 13
TO
SCHEDULE 13D
EXOLON-ESK COMPANY
The statement on Schedule 13D relating to shares of
Common Stock, $1.00 par value per share ("Shares"), of Exolon-ESK
Company (the "Issuer") filed by Patrick W.E. Hodgson, et al. (the
"Reporting Persons"), with the Securities and Exchange Commission
on September 23, 1991 (the "Original Schedule 13D"), as amended
on December 27, 1991, January 9, 1992, March 3, 1992, May 5,
1992, June 8, 1992, July 30, 1992, August 14, 1992, August 28,
1992, March 31, 1993, December 7, 1994, February 6, 1995 and on
April 5, 1995 (the Original Schedule 13D as amended by the
foregoing amendments is referred to herein as the "Schedule
13D"), is hereby further amended as set forth below. Information
contained in the Schedule 13D which is not specifically amended
below is incorporated herein by reference.
Two of the Reporting Persons in the Schedule 13D
(Patrick W.E. Hodgson and First Carolina Investors, Inc.)
purchased additional Shares of the Issuer. The Shares purchased
by Patrick W.E. Hodgson are held by Cinnamon Investments Ltd.
("Cinnamon") which is described in Item 2 of the Original
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
[Item 3 of the Schedule 13D is hereby amended as
follows to set forth information with respect to the purchase of
additional Shares by Cinnamon and First Carolina Investors,
Inc.:]
The approximate amount of funds used by Cinnamon to
acquire additional Shares is $580,832. The approximate amount of
funds used by First Carolina Investors, Inc. to acquire
additional Shares is $274,700. The foregoing amounts do not
include acquisition of Shares previously reported. Cinnamon and
First Carolina Investors, Inc. did not borrow any funds to
acquire such Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
[Item 5 is hereby amended to read as follows:]
(i) Share Ownership.
The following table shows the number of Shares beneficially
owned by each of the Reporting Persons as of June 17, 1997.
Unless otherwise indicated, each of the persons named in the
table has sole voting and investment power with respect to
the Shares indicated as beneficially owned by such person.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name of Beneficial Owner Beneficially Owned Class (1)
<S> <C> <C>
1. Patrick W.E. Hodgson (2) 98,008(3) 19.50%(4)
2. The Magavern Estate (5) 15,260 3.17%
3. Brent D. Baird (6) 1,300 0.27%
4. Aries (7) 14,000 2.90%
5. Bridget B. Baird, as
trustee of the
Baird Trust (8) 9,800 2.03%
6. Jane D. Baird 9,000 1.87%
7. The Foundation (8) 5,700 1.18%
8. First Carolina (9) 50,900 10.56%
9. William J. Magavern II,
individually (10) 5,000 1.04%
10. James L. Magavern,
individually (11) 2,000 0.41%
______ _____
TOTAL 210,968(3) 41.98%(4)
</TABLE>
(1) Except as otherwise provided, based upon 481,995 Shares
outstanding.
(2) These Shares are held by Cinnamon Investments Ltd.,
which is described in Item 2 of the Original
Schedule 13D. This amount does not include the
Shares held by First Carolina, of which Mr. Hodgson
is a director.
(3) Includes 20,584 Shares based on ownership of 18,297
shares of Series A Preferred Stock.
(4) Based upon 502,579 Shares outstanding (481,995 plus
20,584 issuable upon conversion of 18,297 shares of
Series A Preferred Stock).
(5) The Magavern Estate is identified in Item 2 of the
Original Schedule 13D. William J. Magavern II and
James L. Magavern, as two of the three co-executors
of the Magavern Estate, share voting and investment
power with respect to the Magavern Estate's Shares.
See notes (10) and (11) below.
(6) Does not include the Shares owned by Aries or First
Carolina. See notes (7) and (9) below.
(7) Aries is described in Item 2 of Amendment No. 4.
Brent D. Baird, as an officer, director and
controlling shareholder of Aries, may be deemed to
have shared voting and investment power over the
indicated Shares with the other officers, directors
and significant shareholders of Aries identified in
Amendment No. 4.
(8) The Baird Trust and the Foundation are described in
Item 2 of the Original Schedule 13D.
(9) Brent D. Baird, as an officer, director and
significant stockholder of First Carolina, may be
deemed to have voting and investment power over the
indicated Shares.
(10) This amount does not include the Shares owned by the
Magavern Estate, of which Mr. Magavern is a co-
executor. See note (5) above.
(11) This amount does not include the Shares owned by the
Magavern Estate, of which Mr. Magavern is a co-
executor. See note (5) above.
(ii) Recent Transactions.
On June 11, 1997, Cinnamon purchased 20,000 Shares
and First Carolina Investors, Inc. purchased 8,000
Shares at a price of $28.00 per Share in a private
transaction.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED: June 19, 1997
Patrick W.E. Hodgson
By: s/Brian D. Baird
Brian D. Baird*
FIRST CAROLINA INVESTORS, INC.
By: s/Brent D. Baird
Brent D. Baird, Chairman
*Authorization to sign on behalf of Patrick W.E. Hodgson was
provided in a previous filing.
