OGLEBAY NORTON CO, DEF 14A, 1997-03-26

OGLEBAY NORTON CO
DEF 14A, 1997-03-26
WATER TRANSPORTATION

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

OGLEBAY NORTON COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

================================================================================
<PAGE> 2

OGLEBAY NORTON COMPANY

[OGLEBAY NORTON LOGO]
1100 SUPERIOR AVENUE CLEVELAND, OHIO 44114-2598

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1997

The Annual Meeting of Stockholders of Oglebay Norton Company will be held
in the Diamond Building Conference Center located on the 12th floor at 1100
Superior Avenue, Cleveland, Ohio, on Wednesday, April 30, 1997, at 9:00 a.m.,
Cleveland, Ohio time, for the following purposes:

1. To elect directors of the class whose terms in office will expire in
2000; and

2. To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 11, 1997,
as the record date for determining stockholders entitled to notice of the
meeting and to vote.

Please sign, date and return the enclosed Proxy in the envelope provided
for that purpose, whether or not you expect to be present at the meeting. If you
attend the meeting, you may revoke your Proxy and vote your shares in person.

The Proxy Statement accompanies this Notice.

YOUR VOTE IS IMPORTANT

PLEASE SIGN, DATE AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.

By Order of the
Board of Directors
DAVID G. SLEZAK,
Secretary and Director of Legal
Affairs

March 26, 1997

<PAGE> 3

OGLEBAY NORTON COMPANY

1100 SUPERIOR AVENUE CLEVELAND, OHIO 44114-2598

PROXY STATEMENT

ANNUAL MEETING, APRIL 30, 1997

This Proxy Statement is being mailed on or about March 26,
THE PROXY AND 1997, to the stockholders of Oglebay Norton Company in
SOLICITATION connection with the solicitation by the Board of Directors
of Oglebay Norton Company of the enclosed form of Proxy
for the Annual Meeting of Stockholders ("Annual Meeting")
to be held on April 30, 1997. Employee participants in the Company's Employee
Stock Ownership Plan ("ESOP") must sign and return the Voting Instructions Card
which accompanies this Proxy Statement in order to instruct the ESOP trustee on
voting of the allocated shares held on your behalf. A stockholder giving a Proxy
may revoke it at any time before it is exercised by giving notice to the Company
in writing or in an open meeting. The cost of soliciting Proxies will be borne
by the Company.

The Annual Meeting has been called for the purposes of
PURPOSES OF electing directors of the class whose terms in office will
ANNUAL MEETING expire in 2000 ("Director Class of 2000"). Messrs. Malvin
E. Bank, John J. Dwyer and Ralph D. Ketchum, and each of
them, with full power of substitution (collectively, the
"Proxy Committee"), have been selected by the Board of Directors and have
indicated that, unless otherwise directed in the enclosed Proxy, they intend to
vote for election as directors the four nominees listed below. In the event of
the unavailability of any of the nominees, the Proxy to that extent will be
voted for such other person or persons as the Board of Directors may recommend.
The Board of Directors has no reason to believe that any of the nominees will
be unable to serve as directors. Messrs. Brent D. Baird and Albert C.
Bersticker were elected for three-year terms by the stockholders at the 1994
Annual Meeting. Mr. James T. Bartlett was elected as a director by the Board of
Directors on February 28, 1996. Mr. William G. Pryor was nominated by the Board
of Directors on January 29, 1997 to stand for election to the Director Class of
2000. The Company has no knowledge of any other matters to be presented at the
Annual

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<PAGE> 4

Meeting, but, in the event other matters do properly come before the meeting,
the members of the Proxy Committee will vote in accordance with their judgment
on such matters.

The Company has outstanding and entitled to vote at the
VOTING meeting 2,407,231 shares of Common Stock, each of which is
SECURITIES entitled to one vote. The Board of Directors has fixed the
close of business on March 11, 1997, as the record date
for determining stockholders entitled to notice of the
meeting and to vote. Under the Delaware General Corporation Law and the
Company's Restated Certificate of Incorporation ("Charter"), each stockholder
has the right to cumulate his votes in the election of directors and to give one
nominee a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which his shares are entitled, or he may
distribute his votes on the same principle among two or more nominees as he sees
fit. In the event that any stockholder distributes his votes in this manner, the
members of the Proxy Committee will then decide the manner in which they will
allocate the votes represented by valid Proxies held by them among the nominees
named below. The Company has not been advised of any stockholder who intends to
cumulate his votes. If a stockholder withholds authority to vote for any of the
nominees, none of his shares will be voted cumulatively for those nominees for
whom authority to vote was withheld. Under Delaware law and the Company's
Charter and By-Laws, directors are elected by a plurality of the votes of the
shares present at a meeting, at which a quorum is present, and entitled to vote
on the election of directors. Proposals, other than the election of directors,
are adopted and approved by the vote of a specified percentage of the
outstanding shares of the Company present at a meeting, at which a quorum is
present, and entitled to vote on the proposal. Abstentions are tabulated in
determining the votes present at a meeting. Consequently, an abstention has the
same effect as a vote against a proposal or a director nominee, as each
abstention would be one less vote in favor of a proposal or for a director
nominee. Broker nonvotes may not be counted in determining the votes present at
a meeting and entitled to vote on proposals as to which the broker does not have
discretionary authority to vote and has not been instructed by the beneficial
owner of the stock to vote, although they may be counted for purposes of
determining if a quorum is present. Consequently, a broker nonvote will have no
effect on nondiscretionary proposals, although they may be counted as part of
the voting power for other proposals.

The Charter and the By-Laws of the Company presently
BOARD OF provide for 10 directors, divided into three classes, four
DIRECTORS of whom are in the class of 1997, and three of whom are in
each of the classes of 1998 and 1999. Except where a
director is elected to fill a vacancy in an

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existing term, each of the directors serves for a term of three years ending on
the date of the Annual Meeting in the year of the director's class and until a
successor is elected and shall have qualified.

Renold D. Thompson, Vice Chairman of the Board of Directors, member of the
director class of 1999, and immediate past president and chief executive officer
of the Company, died on March 20, 1997. Due to Mr. Thompson's death, as of the
date of this Proxy Statement, the Company has nine directors, four in the
director class of 1997, three in the director class of 1998 and two in the
director class of 1999.

The Board of Directors has the responsibility for establishing broad
corporate policies and for overseeing the overall performance of the Company.
However, in accordance with corporate legal principles, it is not involved in
day-to-day operating details. Members of the Board of Directors are kept
informed of the Company's business through discussions with the Chairman,
President and Chief Executive Officer and other officers, by reviewing analyses
and reports sent to them each month, and by participating in Board and Committee
meetings.

The Board of Directors held 10 meetings during 1996, in addition to several
meetings of the various Board Committees. No director attended fewer than 75
percent of the aggregate of all Board meetings and of all meetings held by any
Committee of the Board on which the director served (during the period that he
served) that except for Messrs. Bartlett and Bersticker, who attended 62% and
69%, respectively, of such meetings.

COMMITTEES OF There are four committees of the Board of Directors, each
THE BOARD of which is briefly described below:

Executive Committee. The Executive Committee met four times during 1996.
The Committee meets each month in which there is not a regularly scheduled or
special meeting of the Board of Directors and, in the absence of the Board of
Directors, at such other times as may be necessary to conduct the business of
the Company.

Compensation and Organization Committee. The Compensation and Organization
Committee met five times during 1996. The functions of the Compensation and
Organization Committee include fixing compensation for executive officers of the
Company and considering corporate organizational matters and employee benefit
programs generally.

Audit Committee. The Audit Committee met twice during 1996. The functions
of the Audit Committee include reviewing with the independent auditors of the
Company the scope and thoroughness of the auditors' examination; considering
recommendations of the indepen-

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dent auditors; reviewing with the independent auditors and management the
adequacy of the Company's internal accounting controls; recommending to the
Board of Directors the appointment of independent auditors for the year;
reviewing the activities conducted under the Company's Legal and Ethical
Compliance Program; and reviewing management reports on operational controls.

Director Search Committee. The Director Search Committee met three times
during 1996. The functions of the Director Search Committee include:
establishing and reviewing criteria and qualifications of candidates for
membership on the Company's Board of Directors; identifying and making
recommendations regarding nominations for candidates and renominations of
incumbent directors for election to the Company's Board of Directors; reviewing
with each director standing for renomination such director's contributions to
the Company's Board of Directors and its Committees, and such director's desire
to stand for reelection; studying and making recommendations concerning director
succession and the tenure, size, and composition of the Board of Directors; and,
performing such other actions it deems necessary in the performance of its
oversight function. The Director Search Committee will consider nominees for
director submitted by stockholders. Stockholders desiring to make
recommendations concerning new directors must submit a statement setting forth
the nominee's name, age, business and residence addresses, principal occupation,
a list of companies of which the nominee is an officer or director,
qualifications, a statement on whether the nominee is a citizen of the United
States of America, the number of shares of the Company owned by the nominee and
the name, record address, and number of shares of the Company owned by the
stockholder recommending the nomination, and the candidate's written consent to
nomination, to: Chairman, Director Search Committee, c/o David G. Slezak,
Secretary and Director of Legal Affairs, Oglebay Norton Company, 1100 Superior
Avenue--20th Floor, Cleveland, Ohio 44114-2598.

Each member of the Board of Directors who is not also an
COMPENSATION OF employee of the Company received a retainer in the amount
DIRECTORS of $3,000 for each quarter in which the director served
($12,000 per year), an annual grant of 100 shares of the
Company's stock under the
Oglebay Norton Director Stock Plan, and $750 for each Board and committee
meeting attended during 1996 ($900 per meeting attended commencing April 30,
1997). Directors are also reimbursed for expenses incurred in attending
meetings.

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<PAGE> 7

The Company and Brent D. Baird are parties to a standstill
DIRECTOR agreement that, as to Mr. Baird and his affiliates, limits
AGREEMENTS to 11% the percentage of outstanding voting securities of
the Company that they may own, prohibits them from
participating in a proxy contest in opposition to a
majority of the Company's Board of Directors, limits their right to sell voting
securities of the Company, and requires them to vote at least 75% of their
voting securities for the election as directors of the nominees of the Company's
Board of Directors. The 11% ownership limitations will not be affected by
increases in percentage caused solely by reason of the purchase by the Company
of its outstanding voting securities. Pursuant to this agreement, the Company's
Board of Directors elected Mr. Baird as a director in February, 1990, and
nominated him for election as a director at the 1991, 1994 and 1997 Annual
Meetings of Stockholders.

The Company and John D. Weil are parties to a standstill agreement that, as
to Mr. Weil and his affiliates, limits to 11% the percentage of outstanding
voting securities of the Company that they may own, prohibits them from
participating in a proxy contest in opposition to a majority of the Company's
Board of Directors, limits their right to sell voting securities of the Company,
prohibits them from voting securities of the Company, and prohibits them from
voting for any director nominee or any Charter or By-Law amendment not
recommended by the Company's Board of Directors. The 11% ownership limitations
will not be affected by increases in percentage caused solely by reason of the
purchase by the Company of its outstanding voting securities. Pursuant to this
agreement, the Company's Board of Directors nominated Mr. Weil for election as a
director at the 1992 and 1995 Annual Meetings of Stockholders.

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<PAGE> 8

ELECTION OF DIRECTORS TO THE CLASS OF 2000

Pursuant to the provisions in the Company's Charter and
ELECTION OF its By-Laws relating to the arrangement of its Board of
DIRECTORS Directors into three classes, there are four directors of
the Company whose terms expire at the Annual Meeting in
1997. Three of the directors whose terms are expiring in
1997 are described in the section immediately below, and one in the section
captioned "Present Director Whose Term of Office Expires in 1997." Each of three
continuing directors from the director class of 1997, and Mr. William G. Pryor,
have been nominated by the Board of Directors for election to new terms
extending to the Annual Meeting in 2000. Directors whose terms expire at the
Annual Meetings in 1998 and 1999 are described in separate sections below:

Brent D. Baird 58 Private Investor; formerly Limited 1990
(1)(3) Partner, Trubee, Collins & Co., Buffalo,
New York, member, New York Stock
Exchange, Inc., for more than five
years. Mr. Baird is a director of
First Carolina Investors, Inc., First
Empire State Corporation, Todd Shipyards
Corporation, Exolon-Esk, Inc. and
Merchants Group, Inc.

James T. Bartlett 60 Managing Director, Primus Venture 1996
(2)(3) Partners (Since December 31, 1991), the
fund manager for Primus Capital Fund
and Primus Capital Fund II, venture
capital limited partnerships, for more
than five years. Mr. Bartlett is also
a director of Keithley Instruments,
Inc.
</TABLE>

6
<PAGE> 9

William G. Pryor 57 President, Van Dorn Demag Corporation, Nominee
manufacturer of plastic injection
molding equipment. President and Chief
Executive Officer, Van Dorn
Corporation (predecessor to Van Dorn
Demag Corporation), January 1, 1992
through April 20, 1993.

PRESENT DIRECTORS WHOSE TERM OF OFFICE EXPIRES IN 1999

R. Thomas Green, Jr. 59 Chairman of the Board of Directors, 1992
(1) President and Chief Executive Officer of
the Company since April 1, 1992;
Executive Vice President of the
Company from 1990 until March 31,
1992.
</TABLE>

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<PAGE> 10

<TABLE>
<CAPTION>
Principal Occupation,
Business Experience, Director
Name Age and Other Directorships Since
- - ------------------------------------------------------------------------ ----------
<S> <C> <C> <C>
Ralph D. Ketchum 70 President and Chief Executive Officer of 1992
(2)(4) RDK Capital, Inc., general partner of
RDK Capital Limited Partnership
(investments), and CEO of Heintz
Corporation (manufacturer of jet
engine components) for more than five
years. An August, 1993 petition was
filed by Heintz Corporation, a
subsidiary of RDK Capital Limited
Partnership, for reorganization under
the Federal bankruptcy laws. Prior to
his election to Oglebay Norton
Company's Board, Mr. Ketchum was a
long-term officer and employee of
General Electric Company, rising to
the position of Senior Vice President
and Group Executive of the Lighting
Group at the time of his retirement in
1987. Mr. Ketchum is also a director
of Thomas Industries, Inc.,
Pacific Scientific Company, Lithium
Technologies, Inc. and Metropolitan
Financial Corp.

PRESENT DIRECTORS WHOSE TERM OF OFFICE EXPIRES IN 1998

Malvin E. Bank 66 Partner, Thompson Hine & Flory LLP, 1977
(1)(2) Cleveland, Ohio, attorneys, for more
than five years. Mr. Bank also serves
on the Board of Metropolitan Financial
Corp.
</TABLE>

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<PAGE> 11

<TABLE>
<CAPTION>
Principal Occupation,
Business Experience, Director
Name Age and Other Directorships Since
- - ------------------------------------------------------------------------ ----------
<S> <C> <C> <C>
William G. Bares 55 Chairman, President and Chief Executive 1982
(1) Officer since April, 1996, President and
Chief Executive Officer from January -
April 1996, President and Chief
Operating Officer from 1987 to 1995,
of The Lubrizol Corporation,
Cleveland, Ohio, supplier of chemical
additives for use in lubricants and
fuels. Mr. Bares is also a director of
The Lubrizol Corporation,
Applied Industrial Technologies, Inc.
(formerly, Bearings, Inc.) and
KeyCorp.

John D. Weil 56 President of Clayton Management Co., 1992
(2)(4) St. Louis, Missouri, investments for
more than five years. Mr. Weil also
serves on the Boards of CleveTrust
Realty Investors, Cliffs Drilling
Company, PICO Holdings Inc., Todd
Shipyards Corporation and Southern
Investors Service Co. Inc.

PRESENT DIRECTOR WHOSE TERM OF OFFICE EXPIRES IN 1997

John J. Dwyer 79 Retired President of the Company for 1968
(3) more than five years. Mr. Dwyer also
serves on the Board of NACCO
Industries, Inc.
</TABLE>

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<PAGE> 12

Renold D. Thompson 70 Vice Chairman of the Board of Directors 1973
(3)(4) of the Company from April 1, 1992 to
March 20, 1997; President and Chief
Executive Officer of the Company from
May 1982 until March 31, 1992. Mr.
Thompson was also a director of First
Union Management, Inc. As noted
earlier, Mr. Thompson died on March
20, 1997.
</TABLE>

- - ---------------

Director serves on the following Committees of the Board of Directors:

(1) Executive Committee
(2) Compensation and Organization Committee
(3) Audit Committee
(4) Director Search Committee

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<PAGE> 13

The following table shows certain information with respect
OWNERSHIP OF to the beneficial ownership of the outstanding shares of
VOTING SECURITIES the common stock of the Company on March 11, 1997, by each
director and nominee of the Company, certain executive
officers, and by all of the Company's directors and
executive officers as a group.

<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name Ownership Class
------------------------------ ----------------- ----------
<S> <C> <C>
Brent D. Baird 273,800(1)(4) 11.37%
1350 One M&T Plaza
Buffalo, New York 14203
Malvin E. Bank 157,369(2)(4) 6.54%
3900 Society Center
127 Public Square
Cleveland, Ohio 44114
John D. Weil 274,800(3)(4) 11.42%
200 North Broadway,
Suite 825
St. Louis, Missouri 63102-2573
William G. Bares 500(4) (7)
James T. Bartlett 200(4) (7)
Albert C. Bersticker 550(4) (7)
John J. Dwyer 400(4) (7)
R. Thomas Green, Jr. 6,092(5)(6) (7)
Ralph D. Ketchum 1,300(4) (7)
William G. Pryor 100(4) (7)
Stuart H. Theis 999(5)(6) (7)
Mark P. Juszli 300(5)(6) (7)
Richard J. Kessler 4,744(5)(6) (7)
H. William Ruf 4,845(5)(6) (7)
Directors, nominee and 725,999(4)(5) 30.16%
executive officers as a
group, including those
listed above (15 persons)
</TABLE>

<PAGE> 14

- - ---------------

(1) Mr. Baird, together with other reporting persons, as a group, holds sole
voting and sole dispositive power as to 273,700 shares (11.37%), of which
8,800 shares (0.33%) are held by Mr. Baird individually, and 3,000 shares
(0.12%) are held by him as a trustee.

(2) Mr. Bank's shares include 156,694 shares (6.51%) held in various trusts. As
a trustee, Mr. Bank has sole voting and dispositive power as to 104,284
shares (4.33%) and, as to 52,410 shares (2.18%), Mr. Bank shares the voting
power and the dispositive power with co-trustees. In addition, Mr. Bank has
the sole voting and dispositive power as to 575 shares held individually.

(3) Mr. Weil, on behalf of himself and other disclosed persons, reported that he
and such other persons hold, as a group, 274,700 shares (11.41%), of which
he holds sole voting and sole dispositive power as to 267,400 shares
(11.11%).

(4) Includes 100 shares which the individual (and 900 shares for directors and
executive officers as a group) will acquire, within 60 days, on the date of
the 1997 Annual Meeting of Stockholders pursuant to the Oglebay Norton
Company Director Stock Plan.

(5) Includes the following numbers of shares, rounded to the nearest whole
share, beneficially owned by the following executives under the Company's
Employee Stock Ownership Plan as of December 31, 1995: Green -- 4,682
shares; Theis -- 799 shares; Juszli -- 300 shares; Kessler -- 4,144 shares;
and, Ruf -- 3,407 shares; and directors and executive officers as a
group -- 13,332 shares. Also includes an additional 1,431 shares for Mr. Ruf
(and for directors and executive officers as a group) under the Long-Term
Incentive Plan due to Mr. Ruf's expressed desire to retire on April 30,
1997.

(6) Additional Stock Rights held by Executive Officers: Each of Messrs. Green,
Theis, Kessler, Juszli and Ruf are participants in the Company's Long-Term
Incentive Plan (the "LTIP"), under which they have elected to forego a
portion of their annual compensation and invest it in share units, the value
of which are totally dependent upon the value of the Company's common stock.
The share units are payable solely in the common stock of the Company upon
the named executive officer's retirement, death, termination of employment
or change in control, as defined under the LTIP. With the exception of a
portion of such share units held by Mr. Ruf as noted in footnote 5, none of
the share units held in the LTIP by the named executive officers are
included in the above table. Under the LTIP, as further described on page
21, the total number of share

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<PAGE> 15

units invested in by each named executive officer, including Company matches and
dividends under the LTIP, as of March 11, 1997 are as follows:

<TABLE>
<CAPTION>
Total Number of
Name Share Units
---------------------------------------- ---------------
<S> <C>
R. Thomas Green, Jr. 8,483
Richard J. Kessler 2,886
Mark P. Juszli 2,576
H. William Ruf 2,028*
Stuart H. Theis 294
</TABLE>

* Includes the LTIP shares reported in footnote 5 for Mr. Ruf.

(7) Less than 1% of the outstanding shares of Common Stock.

The following table shows certain information with respect to all persons
who, as of March 11, 1997, were known by the Company to beneficially own more
than five percent of the outstanding shares of Common Stock of the Company,
other than Mr. Baird, Mr. Bank and Mr. Weil whose beneficial ownership of shares
of the Common Stock of the Company is reported on page 11.

<TABLE>
<CAPTION>
Number of
Shares
Beneficially Percent
Name of Owner Owned of Class
- - ----------------------------------- ------------- --------
<S> <C> <C>
KeyCorp 324,053(1) 13.46%
127 Public Square
Cleveland, Ohio 44114
The Huntington Trust Company, N.A. 182,754(2) 7.59%
41 South High Street
Columbus, Ohio 43216
Warburg Pincus Counsellors, Inc. 147,100(3) 6.11%
466 Lexington Avenue
New York, New York 10017-3147
Robert I. Gale, III 145,255(4) 6.03%
17301 St. Clair Avenue
Cleveland, Ohio 44110
</TABLE>

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<PAGE> 16

<TABLE>
<CAPTION>
Number of
Shares
Beneficially Percent
Name of Owner Owned of Class
- - ----------------------------------- ------------- --------
<S> <C> <C>
Douglas N. Barr 144,520(5) 6.00%
3900 Society Center
127 Public Square
Cleveland, Ohio 44114-1216
Dimensional Fund Advisors, Inc. 132,528(6) 5.51
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>

- - ---------------

(1) As of February 14, 1997, based upon information contained in a Schedule 13G
filed with the Securities and Exchange Commission, KeyCorp (formerly Society
Corporation) has sole voting power as to 173,752 shares (7.22%), shared
voting power as to 101,551 shares (4.22%), sole dispositive power as to
212,819 shares (8.84%), and shared dispositive power as to 111,134 shares
(4.62%).

(2) As of February 14, 1997, based upon information contained in a Schedule 13G
filed with the Securities and Exchange Commission, The Huntington Trust
Company, N.A. has sole voting power as to 182,454 shares (7.58%) and shared
dispositive power as to 157,679 shares (6.55%).

(3) As of January 9, 1997, based upon information contained in a Schedule 13G
filed with the Securities and Exchange Commission, Warburg Pincus
Counsellors, Inc. has beneficial ownership of 147,100 shares (6.11%).
According to the Schedule 13G filed, Warburg, Pincus Counsellors, Inc. also
reports that it has sole voting and dispositive power as to 122,300 shares
(5.08%).

(4) As a trustee, Mr. Gale has sole voting and dispositive power as to 30,035
(1.25%) of these shares, and, together with Mr. Douglas N. Barr, shares
voting and dispositive power as to 115,220 shares (4.79%) of these shares.

(5) Mr. Barr has sole voting and dispositive power as to 200 of these shares,
shared dispositive power as to 500 of these shares, and, as a trustee, Mr.
Barr has shared voting and dispositive power as to 28,600 (1.19%) of these
shares and, together with Mr. Robert I. Gale III, shared voting and
dispositive power as to 115,220 (4.79%) of these shares.

(6) As of February 5, 1997, based upon information contained in a Schedule 13G
filed with the Securities and Exchange Commission, Dimensional Fund
Advisors, Inc. has sole voting power as to 89,328 shares (3.72%). Certain
persons who are officers of

14
<PAGE> 17

Dimensional Fund Advisors, Inc. also serve as officers of DFA Investment
Dimensions Group Inc. (the "Fund") and The DFA Investment Trust Company (the
"Trust"), each an open-end management investment company registered under the
Investment Company Act of 1940. In their capacities as officers of the Fund and
the Trust, these persons have sole voting power as to 25,000 (1.04%) additional
shares owned by the Fund and 18,200 (0.76%) shares owned by the Trust.
Dimensional Fund Advisors, Inc. also reports that it has sole dispositive power
as to 132,528 shares (5.51%), including the shares held by the Fund and the
Trust.

The following table sets forth individual compensation
COMPENSATION information for the fiscal year ended December 31, 1996,
OF EXECUTIVE for the Company' chief executive officer and the four
OFFICERS other most highly compensated executive officers whose
total annual salary and bonus for the fiscal year ended
December 31, 1996, exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation
------------------------------------
Other
Annual All Other
Compen- Compen-
Name and Bonus sation sation
Principal Position Year Salary ($) ($)(1) ($)(2) ($)(3)
- - ------------------------------------- ----- ---------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
R. Thomas Green, Jr. 1996 $283,600 $ 30,000 $19,026 $45,250
Chairman, President and 1995 276,600 68,000 16,638 42,305
Chief Executive Officer 1994 250,000 168,000 16,638 45,717
Stuart H. Theis 1996 142,767 24,300 -0- 12,430
Vice President -- 1995 136,600 44,100 -0- 12,441
Marine Transportation 1994 120,000 61,000 -0- 13,294
Richard J. Kessler 1996 150,333 13,500 8,879 24,785
Vice President -- 1995 147,000 18,600 8,879 25,088
Finance and Planning 1994 140,400 62,000 8,879 27,254
Mark P. Juszli 1996 125,333 23,200 -0- 10,913
Vice President -- 1995 117,300 17,500 -0- 6,682
Industrial Sands 1994 73,113 25,000 21,893 1,060
H. William Ruf 1996 129,267 9,000 8,632 20,105
Vice President -- 1995 125,600 40,950 6,716 20,289
Administrative and Legal Affairs 1994 117,017 49,000 7,561 21,813
</TABLE>

- - ---------------

(1) Amounts shown for 1996 and 1995 bonuses are the portion of the named
executive officer's total 1996 and 1995 bonuses received in cash under the
Company's Annual

15
<PAGE> 18

Incentive Plan. Total amounts of 1996 and 1995 bonuses earned under the
Annual Incentive Plan and portions of that bonus elected to be deferred by
the named executive under the Company's Long-Term Incentive Plan were,
respectively, as follows: Green (1996: $150,000 and 120,000; 1995: $170,000
and $102,000); Theis (1996: $27,000 and $2,700; 1995: $49,000 and $4,900);
Kessler (1996: $45,000 and $31,500; 1995: $62,000 and $43,400); Juszli
(1996: $58,000 and $34,800; 1995: $50,000 and $32,500); and, Ruf (1996:
$45,000 and $36,000; 1995: $58,500 and $17,550). Deferred portions of the
1996 and 1995 bonuses, which were automatically converted upon deferral
into share units based on the fair market value of the Company's common
stock, are shown in the Long-Term Incentive Plan Table, below. Bonuses for
1994 were paid solely in cash, without provision for deferral.

(2) Represents "gross-up" for taxes in respect of payments by the Company to the
named executives for life insurance premiums (except 1994 amount for Mr.
Juszli which represents reimbursement of moving expenses ($18,486) and
"gross-up" for taxes on moving expense reimbursement ($3,407)).

(3) Includes Company contributions for the named executives under the Company's
Incentive Savings Plan (the "Savings Plan") and the Company's Employee Stock
Ownership Plan (the "ESOP"), respectively (Green -- $3,000 and $10,060;
Theis -- $2,855 and $9,575; Kessler -- $3,000 and $10,060; Juszli -- $2,507
and $8,406; and, Ruf -- $2,585 and $8,670); payments by the Company to the
named executive for life insurance premiums (Green -- $19,200;
Kessler -- $11,700; and, Ruf $8,850); and contributions under the
Supplemental Savings and Stock Ownership Plan of $12,990 for Mr. Green.

LONG-TERM INCENTIVE PLANS--AWARDS
IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Performance
or Other
Period
Until
Number of Shares, Maturation
Units or Other Rights or
Name (#)(1) Payout (2)
- - ------------------------- --------------------- -----------
<S> <C> <C>
R. Thomas Green, Jr. 4,439.31 5 years
Stuart H. Theis 99.89 5 years
Richard J. Kessler 1,165.31 5 years
Mark P. Juszli 1,287.39 5 years
H. William Ruf 1,331.79 5 years
</TABLE>

- - ---------------

(1) Reflects the portion of the named executive's total 1996 bonus deferred
under the Company's Long-Term Incentive Plan (the "Plan") and the 60%
Company match of

16
<PAGE> 19

the deferred amounts under that plan, respectively, as converted into
share units based upon the fair market value of the Company's common stock
(Green -- 2,774.57 and 1,664.74; Theis -- 62.43 and 37.46; Kessler --
728.32 and 436.99; Juszli -- 804.62 and 482.77; and, Ruf -- 832.37 and
499.42). Bonus and matching contribution amounts were automatically
converted into share units at the rate of $43.25 per share, the closing
price of the Company's stock on the date the 1996 bonuses were paid and
portions thereof were elected to be deferred.

(2) Share units reflecting the portion of the total bonus elected to be deferred
by the named executive, and dividends paid on those share units, are fully
vested upon allocation to the named executive's Plan account. Share units
reflecting the matching contribution, and dividends paid on those share
units, do not generally vest until the fifth anniversary of the date the
matching share unit contribution is allocated to the executive's Plan
account, assuming the executive's continuous service with the Company for
the five-year period. Notwithstanding the foregoing, distributions of vested
amounts will generally be made only upon a participant's retirement, death
or other termination of employment. Mr. Ruf has indicated a desire to retire
on April 30, 1997 which would entitle him to receive on that date all of the
portion of the bonus he deferred under the Plan (plus associated dividends)
and 20% of the Company match of such amounts (plus associated dividends).
All distributions under the Plan will be made in the common stock of the
Company.

The following table sets forth the annual pension payable
RETIREMENT under the Oglebay Norton Company Pension Plan for Salaried
PLANS Employees (the "Salaried Plan") and the Company's Excess
and TRA Supplemental Benefit Retirement Plan (the "Excess
Benefit Retirement Plan") at normal retirement age:

<TABLE>
<CAPTION>
Estimated Annual Benefit
Final Annual (assuming retirement on January 1, 1997)
Average ------------------------------------------------------------
Compensation 15 yrs. 20 yrs. 25 yrs. 30 yrs. 35 yrs.
- - ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 75,000 .................. $ 16,875 $ 22,500 $ 28,125 $ 33,750 $ 39,375
100,000 .................. 22,500 30,000 37,500 45,000 52,500
150,000 .................. 33,750 45,000 56,250 67,500 78,750
200,000 .................. 45,000 60,000 75,000 90,000 105,000
250,000 .................. 56,250 75,000 93,750 112,500 131,250
300,000 .................. 67,500 90,000 112,500 135,000 157,500
350,000 .................. 78,750 105,000 131,250 157,500 183,750
400,000 .................. 90,000 120,000 150,000 180,000 210,000
450,000 .................. 101,250 135,000 168,750 202,500 236,250
500,000 .................. 112,500 150,000 187,500 225,000 262,500
</TABLE>

17
<PAGE> 20

The amounts shown in the foregoing table represent the annual pension
benefit payable to a participant for life only. The years of benefit service on
December 31, 1996 of the executive officers named in the Summary Compensation
Table on page 14 who participate in the Salaried Plan are as follows: Mr.
Green -- 31.6 years; Mr. Theis -- 4.0 years; Mr. Kessler -- 27.2 years; Mr.
Juszli -- 2.7 years; and Mr. Ruf -- 31.7 years.

All officers and salaried employees of the Company are participants in the
Salaried Plan, benefits under which are funded by contributions made by the
Company to a trust fund maintained by an independent trustee. Since the
Company's contributions to the Salaried Plan cannot be separately calculated for
each participant, the Summary Compensation Table does not include any portion of
the Company's contribution to the Salaried Plan for the year ended December 31,
1996. The Salaried Plan provides for a monthly pension benefit based on average
monthly compensation during the 60 consecutive month period during the 120
calendar months preceding retirement that produces the highest average and which
is equal to 1 1/2% of such average monthly compensation multiplied by the
participant's years of benefit service, subject to a minimum formula amount
unrelated to compensation. In no event, however, will annual compensation in
excess of $200,000, or $150,000 (such amounts may be adjusted from time-to-time
for increases in the cost of living), be taken into account in computing benefit
amounts under the Salaried Plan for any year ending after December 31, 1988, or
December 31, 1993, respectively. Benefits payable under this plan are not
subject to any deduction for Social Security or any other offset.

Compensation for purposes of the Salaried Plan and the Excess Benefit
Retirement Plans is total base pay and incentive compensation during the
calendar year including amounts deferred under the Long-Term Incentive Plan
(which is substantially the same as is shown in the salary and bonus columns of
the Summary Compensation Table including total bonus referred to in footnote 1
thereto).

In addition to pension benefits payable upon retirement after reaching
normal retirement age (age 65 or five years of plan participation, whichever is
later), the Salaried Plan provides benefits upon early retirement and
termination due to the permanent closing of a mine, plant, division, or
department, as well as certain surviving spouse benefits. Participants are fully
vested in their accrued pension benefits after five years of service. The normal
method of payment of pension benefits is a straight life annuity form.

The Excess Benefit Retirement Plan is an unfunded excess benefit retirement
plan that provides benefits to Salaried Plan participants in a monthly amount
equal to the difference between the monthly benefit computed under the Salaried
Plan without regard to the maximum limitations on benefits imposed by Section
415, and maximum covered compensation under Section 401(a)(17), of the Code and
the benefit actually payable from the Salaried Plan. The Excess Benefit
Retirement Plan also provides supplemental benefits to

18
<PAGE> 21

certain Salaried Plan participants in an amount determined with reference to
Salaried Plan provisions in effect prior to January 1, 1989, in the event the
provisions of the Salaried Plan in effect after December 31, 1988, would result
in a lesser benefit. Due to the grandfathering of the December 31, 1988 benefit
formula, Mr. Green will be the only participant receiving such a supplemental
benefit from the Excess Benefit Retirement Plan, which benefit is estimated to
be equal to $8,263 annually commencing at normal retirement age and continuing
for life.

In addition to the Savings Plan and the ESOP, the Company
SUPPLEMENTAL also maintains the Oglebay Norton Company Supplemental
SAVINGS Savings and Stock Ownership Plan (the "Supplemental
AND STOCK Plan"), which provides supplemental benefits upon
OWNERSHIP PLAN retirement or other termination of employment to certain
executive or managerial employees selected to participate
in the Supplemental Plan by the Compensation and
Organization Committee of the Board of Directors. The Supplemental Plan, which
is unfunded, provides a benefit upon retirement or other termination of
employment based upon the amount of Company contributions and forfeitures that
would have been allocated to a participant under the Savings Plan and the ESOP
but for certain limitations imposed by the Internal Revenue Code (the "Code"),
taking into consideration the investment results that would have occurred with
respect to such amounts under the Savings Plan and the ESOP and differing tax
treatment available for such amounts upon distribution. Benefits are payable in
cash only at such time and in such manner as the Compensation and Organization
Committee of the Board of Directors may select from among those methods
otherwise available under the Savings Plan and the ESOP, respectively. Benefits
under the Supplemental Plan are also subject to the conditions that a
participant neither engage in competition with the Company within the 10-year
period following his retirement or other termination of employment nor
wrongfully disclose any trade secret of the Company. Based on current
compensation levels and the period of time over which Mr. Green (five years) and
Mr. Kessler (less than one year) have accrued benefits under the Supplemental
Plan, the named executive officers eligible for benefits under the Supplemental
Plan are Mr. Green and Mr. Kessler, who would be entitled to benefits of $66,028
and $30, respectively.

Officer Agreements Effective Upon "Change in Control". The
OFFICER Company has entered into separate agreements (collectively
AGREEMENTS the "Officer Agreements") with the named executive
officers referred to in the Summary Compensation Table.
The Officer Agreements are designed to retain these officers and provide for
continuity of management in the event of any actual or threatened change in
control of the Company. Each Officer Agreement only

19
<PAGE> 22

becomes operative if a "Change in Control" of the Company (as defined in the
Officer Agreements) occurs while the officer is in the employ of the Company.

Each Officer Agreement provides that, following a Change in Control, the
named executive officer will be entitled to continued employment with the
Company, or to continuing compensation in lieu of continuing employment, for a
specified period at a rate equal to the highest of (i) the rate in effect
immediately before the Change of Control, (ii) the rate in effect two years
before the Change in Control, or (iii) such greater rate as the Company may
determine. Each Officer Agreement also provides for a continuance at not less
than present levels of employee benefits generally available to executives
immediately before the Change in Control. Following a Change in Control, if an
officer (i) is terminated by the Company without "cause" (as defined in the
Officer Agreements) or (ii) terminates his employment for "good reason" (as
defined in the Officer Agreements), he will be entitled, until the last to occur
of (a) the end of the Contract Period and (b) the date six months after the
termination, to his base salary at the highest rate payable during the Contract
Period (as defined in the Officer Agreements) plus participation in specified
employee benefit plans as if he continued as an executive officer of the
Company. The officer is obligated to endeavor to mitigate damages by seeking
comparable employment elsewhere and, to the extent he receives compensation and
benefits from another employer, the foregoing payments and benefits provided by
the Company will be reduced. In each Officer Agreement, the officer agrees that
he will forfeit the foregoing payments and benefits if he engages in
"competition" with the Company during the period that any payments are made or
benefits are provided under the Officer Agreement and agrees not to disclose to
others, either while in the employ of the Company or thereafter, any
confidential information relating to the Company. For each of the named
executive officers who is a party to an Officer Agreement, the contract period
is 30 months from the date of the Change in Control of the Company. Each Officer
Agreement provides that the benefits to the named executive officer will be
reduced if and to the extent necessary to prevent the treatment of any portion
of the benefits as an excess parachute payment under Sections 280G and 4999 of
the Code.

Agreement With Officer. Effective April 1, 1995, the Company entered into
an employment agreement with R. Thomas Green, Jr. The agreement has a three-year
term unless terminated by either party upon certain conditions. The agreement
provides for an annual base salary of not less than $276,600 and participation
in the Company's benefit plans available to executive officers generally,
including the Excess Benefit Retirement Plan. In the event that the agreement is
terminated prior to March 31, 1998, by the Company without "cause" (as defined
in the agreement) or by the employee for "good reason" (as defined in the
agreement), the Company is generally obligated to continue to pay and provide to

20
<PAGE> 23

Mr. Green the base salary and benefits otherwise provided for under the
agreement through March 31, 1998. In the event of a Change of Control of the
Company that results in Mr. Green becoming entitled to benefits under both his
Officer Agreement and the early termination provisions of the employment
agreement, Mr. Green shall be entitled to the payments and benefits under
whichever agreement is most favorable to him, but he shall not be entitled to
duplicate payments with respect to any calendar period. The agreement expires on
March 31, 1998.

Irrevocable Trust Agreements. The Company has established two irrevocable
trusts to provide additional assurances to former and current officers and
executives of the Company, who are or may become entitled to benefits under
various executive benefit plans and contracts with the Company, that benefits
under those plans and contracts will be paid when due. Irrevocable Trust
Agreement I is intended to provide such additional assurances with respect to
benefits under salary continuation and post-retirement death benefit plans as
well as under a 1974 Supplemental Retirement Plan, all of the participants in
which have already retired from the service of the Company. Irrevocable Trust
Agreement II is intended to provide such additional assurances with respect to
benefits or other payments due under the Excess Benefit Retirement Plan, the
Supplemental Plan, the employment agreement with Mr. Green, an employment
agreement with a former executive officer of the Company, and the Officer
Agreements. The Company has contributed certain Company-owned life insurance
policies to the trust held under Irrevocable Trust Agreement I but has not
contributed any other significant assets to either of the trusts. At the
discretion of the Executive Committee of the Board of Directors, the Company may
contribute additional assets to either or both trusts. Any assets held in either
trust will be subject to the claims of the Company's general creditors so long
as the assets remain in the trust. Until benefits are paid out of one of the
trusts, an executive will have no right with respect to those assets and his
status as an unsecured creditor of the Company will remain unchanged. If the
funds in the trusts are insufficient to pay amounts due under a plan or
agreement, the Company will remain obligated to pay those amounts.

Long-Term Incentive Plan. The Company established its Long-Term Incentive
Plan ("LTIP") on December 18, 1995, which was approved by Stockholders at the
1996 Annual Meeting. The Compensation and Organization Committee of the Board of
Directors (the "Committee") administers the LTIP and selects those officers and
other key employees to participate in the plan. Participants are eligible to
defer a portion of their annual incentive award or are eligible to be granted
awards under the Plan, as determined by the Committee. Each of the named
executive officers currently participates in the LTIP. The LTIP consists

21
<PAGE> 24

of two programs, the "Annual Incentive Deferral Program" and the "Long-Term
Incentive Program".

Under the Annual Incentive Deferral Program, each participant is able to
defer all or a portion (as determined by the Committee) of any incentive award
payable under the Company's Annual Incentive Plan. The deferred amounts are
converted into "share units" based upon the fair market value of the Company's
common stock on the date of deferral. The Company will make a matching
contribution to the participant's deferred incentive award in an amount
determined by the Committee. For amounts deferred for 1996, the Company match
was 60% of the portion of each participant's annual incentive award for 1996. An
amount equal to dividends paid on the Company's common stock is also credited to
the participant's deferral account and Company match and is also converted into
share units based upon the fair market value of the Company's common stock on
the dividend payment date. All annual incentive award deferrals (and related
dividends) are one hundred percent (100%) vested at all times. Matching
contributions (and related dividends) are vested on the fifth anniversary of the
date they are allocated to a participant's account, assuming the employee has
been in continuous service with the Company for the entire five-year period.
Prior to the fifth anniversary of a particular allocation, a matching
contribution may become one hundred percent (100%) vested upon the occurrence of
certain events, including, without limitation, a participant's early retirement
or disability or a "change of control" (as defined in the plan). All
distributions under the LTIP are made in the common stock of the Company.
Distributions of vested amounts are made upon a participant's retirement, death
or other termination of employment, upon a "change in control" (as defined in
the plan), or upon any other event deemed appropriate by the Committee. A
participant may elect an in-service withdrawal of all or a portion of his
incentive award deferrals (and related dividends), provided that the withdrawn
deferrals have been allocated to the participant's account for at least a
five-year period prior to the withdrawal. However, upon taking such an
in-service withdrawal, all of the participant's matching contributions are
immediately forfeited.

The LTIP also provides for certain benefits under the Long-Term Incentive
Program. Types of awards permitted to be awarded by the Committee under this
program include a grant of options (which may be "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code, or nonqualified
options), stock appreciation rights, restricted stock and performance awards
(collectively, the "Incentive Awards"). Currently, the Committee has not awarded
any Incentive Awards. The Committee has the discretion to set performance
objectives as it deems appropriate respecting any performance awards or
restricted stock grants. The performance objectives may vary from participant to
participant and between groups of participants and will be based upon such
Company, business unit and/or individual performance factors and criteria as the
Committee may deem appropriate.

22
<PAGE> 25

The Committee also has the authority, in its discretion, to provide at the
time of grant of any award under the LTIP, that the terms of the grant or date
on which an award vests of becomes exercisable may be modified in the event of a
change of control, as defined under the LTIP.

Compensation Committee Interlocks and Insider Participation. Malvin E. Bank
is a member of the Compensation and Organization Committee of the Board of
Directors of the Company, and a partner of the law firm of Thompson Hine & Flory
LLP, Cleveland, Ohio, which provided legal services to the Company in 1996 and
continues to provide such services in 1997.

The Compensation and Organization Committee of the Board
REPORT OF THE of Directors of the Company (the "Committee") seeks to
COMPENSATION compensate executive officers of the Company in a manner
COMMITTEE that reflects each officer's contribution to the long-term
ON EXECUTIVE success of the Company. The compensation policy is
COMPENSATION designed to attract and retain those executive officers
who are able to make significant contributions to the
success of the Company on both a long-term and short-term
basis. In 1996, executive officers' annual compensation
packages, including that of the Chief Executive Officer, were comprised of an
annual salary, an annual bonus, and equity-based compensation.

Annual Salary. Executive officers' annual salaries, including that of the
Chief Executive Officer (subject to the terms of his employment agreement,
discussed below), were set by the Committee after consideration of several
factors. Most importantly, the Company's financial performance and its business
and financial prospects for the coming years were considered. The impact of
general economic conditions on these factors was also considered. Further, each
executive officer's contribution to the Company's performance in 1996, including
that of the Chief Executive Officer, and the Company's prospects for the future,
were reviewed. A determination was also made as to whether or not each executive
officer, including the Chief Executive Officer, achieved satisfactory
performance and business plan objectives.

Salaries for comparable positions in other companies with sales and
revenues similar to those of the Company were also considered. This comparison
group of companies is not identical to the group of companies included in the
ValueLine Composite Index or the S&P 500 Composite Index, both of which indices
are used in the graph showing the 5-year cumulative total shareholder return on
page 27. These indices are broad-based composites of companies with comparable
market capitalization and size. They do not necessarily include

23
<PAGE> 26

companies competing in the same businesses as the Company, nor do they
necessarily include companies that would compete for the talent and executive
skills that the Company desires to retain.

Executive officers, including the Chief Executive Officer, who make
positive contributions to the prospects of the Company and who meet specified
objectives will be awarded an annual salary that the Committee believes will
reward that officer for his or her contributions to the success of the Company
and assure that the officer will remain with the Company and continue to make
positive contributions. With respect to 1996, the Committee reviewed executive
officer salaries and recommended to the Board that selected adjustments be made,
based on an overall assessment of individual executive officer performance and
the assumption of new responsibilities on the part of certain executive
officers.

Incentive Compensation. Beginning with the year ended December 31, 1994, in
addition to annual salary, executive officers, including the Chief Executive
Officer, were eligible to receive cash bonuses under the Company's Annual
Incentive Plan (the "Incentive Plan"). The Incentive Plan was adopted by the
Committee in February 1994 and was effective for the year that began on January
1, 1994. The Incentive Plan is designed to directly link executive officer
compensation with both corporate and individual performance.

Under the Incentive Plan, the Committee establishes corporate, business
unit and individual performance measures, such as income from operations or
return on assets or achievement of specified corporate or business unit
strategic objectives, for the coming year. The Committee also establishes
specific performance goals applicable to each such measure. The amount of the
incentive award under the Incentive Plan, if any, to a participant, including
the Chief Executive Officer, is based on the participant's target award level,
the weightings assigned to each corporate, business unit and individual
performance measure applicable to the participant and achievement of those
goals.

Target awards are determined with reference to the participant's base
salary. The target award for the Chief Executive Officer is 50% of base salary;
and for senior executive and other officers, 15 to 35% of base salary. Actual
awards may range from 0% to 150% of target awards, depending on the extent to
which performance goals are met or exceeded. If threshold performance goals are
not achieved, no award may be made under the Incentive Plan. Notwithstanding the
amount of any incentive award otherwise payable under the Incentive Plan, the
Committee may increase or decrease the amount of the award by a maximum of 25%.

The corporate and business unit performance measures for 1996 under the
Incentive Plan were corporate income from operations and business unit operating
profit, respectively.

24
<PAGE> 27

For corporate participants, the corporate performance measure accounted for 75%
of the 1996 award and the individual performance measures represented 25%. For
business unit participants, corporate performance, business unit performance and
individual performance accounted for 35%, 50% and 15% respectively, of the 1996
award.

Corporate and two business unit target performance goals were not met in
1996 and, excluding the award to the Chief Executive Officer, awards for the
executive officers under the Incentive Plan for 1996, after giving effect to the
applicable weightings and achievement or non-achievement, as the case may be, of
individual performance goals, ranged from 56% to 132% of the individual
executive officers' target awards.

Long-Term Incentive Plan. In 1995, the Committee decided to enhance the
performance orientation of its executive compensation program by supplementing
the cash-based Incentive Plan with the Oglebay Norton Company Long-Term
Incentive Plan (the "Long-Term Incentive Plan"). The Long-Term Incentive Plan is
a program intended to serve as incentive for performance to occur over a period
longer than one fiscal year and to provide for equity-based compensation for
executive officers and other key employees. The Long-Term Incentive Plan was
adopted by the Committee in December 1995 and approved by the stockholders at
the April 1996 Annual Meeting of Stockholders and was effective for the year
beginning January 1, 1995.

The Committee believes that the Company is better able to attract, retain
and motivate its executives to achieve superior financial performance if a
portion of executive compensation is equity-based, thereby promoting the
ownership and holding of the Company's common stock by its officers. In so
doing, the Committee believes its executives' financial interests are more
closely aligned with that of the Company's common stockholders and that
management has an additional incentive to contribute to the company's future
success and prosperity.

The Long-Term Incentive Plan provides executives with the opportunity to
defer a portion of any bonus received under the Incentive Plan. Amounts deferred
are invested in "share units" based on the fair market value of the Company's
common stock on the date the bonus otherwise would be due, and are paid in the
common stock of the Company. Deferred amounts are generally payable only upon
termination of employment, death or retirement. The Committee believes that this
equity-based deferral arrangement, along with the five-year vesting schedule for
all matching contributions made by the Company on deferred amounts (which
contributions are also invested in Company "share units"), provides executives
of the Company with an incentive for longer-term commitments to the Company and
encourages long-term share ownership. The Committee also believes that the

25
<PAGE> 28

deferral program serves as an incentive for executive decisions and activities
meant to enhance shareholder value. In 1996, deferral elections ranged from 10%
to 80% of executive bonuses.

In addition to the deferral program, the Long-Term Incentive Plan provides
the Committee with the authority to grant equity-based awards, including Stock
Options, Stock Appreciation Rights and Restricted Stock, to the Company's
officers and other key employees. The Committee believes that these features
provide the Company with additional compensation components which will serve to
further align management's interests with the interests of stockholders while
providing a long-term incentive for the enhancement of stockholder value. There
were no Stock Options granted in 1996.

Finally, the Long-Term Incentive Plan authorizes the Committee to grant
Performance Awards to the Company's officers and other key employees, which
awards are payable upon the attainment of certain performance criteria
determined by the Committee. The Performance Awards are payable at the end of a
particular performance period only to the extent the performance goals have been
met and may be paid in cash or in shares of the Company's common stock. By
conditioning a portion of management's compensation on long-term
performance-based criteria, the Committee believes that the authority to grant
Performance Awards provides the Company with an additional method of motivating
the Company's officers to achieve superior financial performance. There were two
Performance Awards granted in 1996.

Chief Executive Officer. For Mr. Green, the Company's Chief Executive
Officer, the Committee recommended for approval by the Board of Directors a base
salary of $285,000 effective January 1, 1996. As discussed on page 20 under the
heading "Agreement With Officer," Mr. Green is entitled to a minimum base salary
of $276,600 under his employment agreement with the Company. In recommending Mr.
Green's 1996 base salary, the Committee considered Mr. Green's performance in
continuing to execute the Corporate Strategic Plan, the Company's financial
performance and his salary level relative to the salary levels of other Chief
Executive Officers in companies which compete in similar markets and businesses.

In addition to his base salary, Mr. Green was also eligible for an award
under the Incentive Plan ranging from 0% to 150% of his target award. Mr.
Green's target award was 50% of his 1996 base salary. As noted above, the actual
award under the Incentive Plan is based on achievement of the performance goals
for each performance measure applicable to a participant and the weightings
assigned to the performance measures applicable to that participant. As a
corporate participant in the Incentive Plan, Mr. Green's incentive award

26
<PAGE> 29

was based on a weighting of 75% assigned to the corporate performance measure
(income from operations) and 25% assigned to an individual performance measure.
The performance goal applicable to the corporate performance measure was met at
over 92% of target and the performance goal applicable to the individual
performance measure was met, resulting in an award of $150,000 under the
Incentive Plan. Mr. Green's award represented a payout of approximately 105% of
his target award.

Federal Income Tax Regulations. Subject to certain exceptions, Section
162(m) of the Internal Revenue Code precludes a publicly held corporation from
taking a deduction for certain compensation in excess of $1 million paid or
accrued with respect to an executive officer of the Company in any year. Section
162(m) is not currently expected to have an impact on the deductibility of
compensation paid by the Company.

This report was prepared and adopted by the Compensation and Organization
Committee of the Board of Directors of Oglebay Norton Company, none of whose
members is a former or current officer or employee of the Company or any of its
subsidiaries.

COMPENSATION AND
ORGANIZATION COMMITTEE
John D. Weil, Chairman
Malvin E. Bank
James T. Bartlett
Ralph D. Ketchum
February 21, 1997

27
<PAGE> 30

Comparison of Five-Year Cumulative Return. The following graph shows a
five-year comparison of cumulative total shareholder return for the Company, S&P
500 Composite Index and ValueLine Composite Index. The graph assumes dividend
reinvestment and that the value of the Company's shares of common stock and each
index was $100 as of December 31, 1991. As a diversified marine transportation,
mining and manufacturing concern, the Company is not easily categorized with
other more specific industry indices. Further, many of the Company's competitors
are privately-held companies, and peer group comparative data is not available.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN -- OGLEBAY NORTON COMPANY,
S&P 500 COMPOSITE INDEX AND VALUELINE COMPOSITE INDEX

<TABLE>
<CAPTION>
VALUELINE
MEASUREMENT PERIOD OGLEBAY NORTON S&P 500 COM- COMPOSITE
(FISCAL YEAR COVERED) COMPANY POSITE INDEX INDEX
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 83.18 107.68 109.45
1993 83.47 118.44 123.92
1994 118.61 119.97 119.57
1995 149.92 165.04 145.50
1996 181.49 202.96 168.03
</TABLE>

OTHER INFORMATION

Oglebay Norton Industrial Sands, Inc., a wholly-owned
RELATED PARTY subsidiary of the Company, sells ground silica to, and
TRANSACTIONS purchases heavy density grinding media and ceramic mill
lining from, Ferro Corporation. Mr. Bersticker is the
Chairman and Chief Executive Officer of
Ferro Corporation. During the fiscal year ended December 31, 1996, total sales
to and purchases from Ferro Corporation by Oglebay Norton Industrial Sands, Inc.
were $596,141 and $406,326, respectively. The transactions described in this
section were entered into by

28
<PAGE> 31

the Company pursuant to arm's length negotiations in the ordinary course of
business and on terms the Company believes to be fair.

Ernst & Young LLP has been appointed as the Company's
INDEPENDENT independent auditors for the fiscal year ending December
AUDITORS 31, 1997, pursuant to the recommendation of the Company's
Audit Committee. A representative of Ernst & Young LLP is
expected to be present at the meeting and will have the
opportunity to make a statement if the representative desires to do so and to
respond to appropriate questions with respect to that firm's examination of the
Company's consolidated financial statements and records for the fiscal year
ended December 31, 1996.

The 1998 Annual Meeting of Stockholders is presently
1998 ANNUAL scheduled to be held on April 29, 1998. The deadline for
MEETINGS stockholders to submit proposals to be considered for
inclusion in the proxy statement for that meeting is
November 26, 1997.

ANNUAL The Annual Report of the Company for the year ended
REPORT December 31, 1996, is being mailed to each stockholder
with this Proxy Statement.

By Order of the
Board of Directors

DAVID G. SLEZAK,
Secretary and Director of Legal
Affairs

March 26, 1997

29
<PAGE> 32

OGLEBAY NORTON(TM)
[logo]
<PAGE> 33
DETACH CARD
- - ------------------------------------------------------------------------------

OGLEBAY NORTON COMPANY -- PROXY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 1997

At the Annual Meeting of Stockholders of Oglebay Norton Company to be held on
April 30, 1997, in the Diamond Building Conference Center located on the 12th
floor at 1100 Superior Avenue, Cleveland, Ohio 44114, and at any adjournment
thereof, Malvin E. Bank, John J. Dwyer and Ralph D. Ketchum, and each of them,
with full power of substitution (the "Proxy Committee"), are hereby authorized
to represent me and to vote my shares on the following:

1. Electing four directors of the class whose terms will expire in 2000. The
nominees of the Board of Directors are: Brent D. Baird, James T. Bartlett,
Albert C. Bersticker and William G. Pryor. In the event of the unavailability
of any of the nominees, such other person(s) as the Board of Directors may
recommend.

<TABLE>
<S> <C>
Election of Directors

FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below) to vote for all nominees listed below
</TABLE>

Brent D. Baird, James T. Bartlett, Albert C. Bersticker, William G. Pryor

INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE NOMINEES WRITE THE
NAME OF SUCH NOMINEE(S) IN THE SPACE PROVIDED BELOW)

- - --------------------------------------------------------------------------------

2. Any other business which may properly come before the meeting and all
adjournments thereof, in accordance with the judgment of the Proxy Committee
on such business.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE SHAREHOLDERS SIGNING ON THE REVERSE SIDE OF THIS PROXY. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF NOMINEES LISTED.

(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 34
DETACH CARD
- - -------------------------------------------------------------------------------
PROXY NO. SHARES

(Continued from the other side)

Dated , 1997
---------------

---------------------------
Signature

NOTE: Please sign exactly
as name appears hereon.
Joint owners should each
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

CHANGE OF ADDRESS:
Please indicate change of
address below:

---------------------------

PLEASE SIGN, DATE AND RETURN THIS PROXY FORM PROMPTLY