UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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
60 Bedford Road
Toronto, Ontario M5R 2K2 CANADA (Phone: (416) 975-9501)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 24, 1998
_______________________
(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>
AMENDMENT NO. 15
TO
SCHEDULE 13D
EXOLON-ESK COMPANY
A statement on Schedule 13D relating to shares of Common
Stock, $1.00 par value per share ("Shares"), of Exolon-ESK
Company (the "Issuer") was previously 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, April 5, 1995, June 20, 1997 and on November
14, 1997 (referred to herein as this "Schedule 13D"). A
statement on Schedule 13D relating to Shares of the Issuer was
previously filed by Ferro Alloys Services, Inc. ("Ferro") with
the Securities and Exchange Commission as amended (referred to
herein as the "Ferro Schedule 13D"). Theodore E. Dann, Jr., the
Chairman of the Issuer, is a director and officer of Ferro.
The Reporting Persons and Theodore E. Dann, Jr. have agreed
to file a consolidated Schedule 13D in which the Shares held by
Ferro are hereby reported in this Schedule 13D Amendment No. 15,
and hereinafter, any reference to the "Reporting Persons" shall
include Ferro.
This Schedule 13D is hereby amended as set forth in this
Amendment No. 15. Information contained in this Schedule 13D
which is not specifically amended is incorporated herein by
reference. Information contained in the Ferro Schedule 13D is
incorporated herein by reference.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"),
OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT,
ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE
SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED
IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to incorporate by reference the
information contained in Item 2 of the Ferro Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
On March 24, 1998, the Issuer released a Press Release (the
"Issuer's Press Release") and filed with the Securities and
Exchange Commission, Form 8-K (the "Issuer's Form 8-K"). Both
the Issuer's Press Release and the Issuer's Form 8-K reference
that several large shareholders and their affiliates will
purchase the 50% of the common stock of the Issuer currently held
by Electroschmelzwerk Kempten GmbH ("ESK"), with the transaction
closing later this year (the "Proposed Shareholder Purchase").
The purpose of this Item 4 amendment is to disclose that
Patrick W.E. Hodgson, Theodore E. Dann, Jr., and Brent D. Baird
have been involved in discussions and negotiations with respect
to the Proposed Shareholder Purchase, and it is anticipated that
some or all of the Reporting Persons and/or their affiliates will
purchase some or all of the shares currently held by ESK. It is
noted, however, that many of the details of the Proposed
Shareholder Purchase have not been finalized.
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 March 24, 1998.
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) 97,896(3) 19.48%(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) 57,100 11.85%
9. William J. Magavern II,
individually (10) 5,000 1.04%
10. James L. Magavern,
individually (11) 2,000 0.41%
11. Ferro Alloys Services,
Inc. 90,800(12) 18.84%
______ _____
TOTAL 307,856(3) 61.25%(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 20,626 Shares based on ownership of 18,334
shares of Series A Preferred Stock.
(4) Based upon 502,621 Shares outstanding (481,995 plus
20,626 issuable upon conversion of 18,334 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.
(12) This amount includes 88,800 Shares owned by Ferro, a
corporation of which Theodore E. Dann, Jr. is a
director and officer, and includes 2,000 Shares held
in the name of the Estate of Theodore E. Dann that
are beneficially owned by Ferro.
(ii) Recent Transactions.
None.
<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: March 31, 1998
s/Patrick W. E. Hodgson
Patrick W. E. Hodgson
s/Brent D. Baird
Brent D. Baird
FERRO ALLOYS SERVICES, INC.
By: s/Theodore E. Dann, Jr., Secretary
Theodore E. Dann, Jr., Secretary
