GREEN A P INDUSTRIES INC
10-Q, 1995-08-14
STRUCTURAL CLAY PRODUCTS
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                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.   20549

                                   _______________

                                      FORM 10-Q

                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                                   _______________


For the quarter ended June 30, 1995                  Commission File No. 0-16452
                      -------------                                      -------

                            A. P. GREEN INDUSTRIES, INC.
                            ----------------------------
               (Exact name of registrant as specified in its charter)


            Delaware                                             43-0899374
            --------                                             ----------
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                             Identification No.)

    Green Boulevard, Mexico, Missouri                              65265
    ---------------------------------                              -----
  (Address of principal executive offices)                       (Zip Code)

  Registrant's telephone number, including area code:  (314) 473-3626

Indicate by  check  mark  whether  the registrant  (1)  has  filed  all  reports
required to be filed  by Section 13 or  15(d) of the Securities Exchange  Act of
1934  during  the preceding  12  months  (or for  such  shorter period  that the
registrant was required to file such reports), and (2) has  been subject to such
filing requirements for the past 90 days.  Yes  x  No    
                                             ---     -- 
Indicate the number  of shares outstanding of  each of the registrant's  classes
of  common stock  as of  the latest practicable  date:   As of August  14, 1995,
4,028,532 shares of Common Stock, $1 par value, were outstanding.











                                 Page 1 of 23 
<PAGE>
A. P. GREEN INDUSTRIES, INC.

PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

                                                 June 30,   December 31,
                                                   1995          1994   
                                                 --------   -------------
  (Dollars in thousands, except per share data)

  ASSETS

    Current Assets
       Cash and cash equivalents                 $ 10,606      $  9,637
       Receivables (net of allowances -
         1995, $2,032; 1994, $1,992)               44,603        43,728
       Reimbursement due on paid asbestos
         claims                                     5,510        11,475
       Inventories                                 51,102        53,452
       Projected insurance recovery on
         asbestos claims                           35,540        35,540
       Deferred income tax benefit                  4,685         5,355
       Other                                        5,800         4,965
                                                 --------      --------
         Total current assets                     157,846       164,152

    Property, plant and equipment, net             93,713        95,412
    Non-current projected insurance
      recovery on asbestos claims                  77,972        97,344
    Long-term pensions                              9,219         9,166
    Other assets                                    6,841         7,048
                                                 --------      --------
  Total assets                                   $345,591      $373,122
                                                 ========      ========

  LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
      Accounts payable                           $ 14,938      $ 22,874
      Accrued expenses
        Payrolls                                    6,118         6,044
        Taxes other than on income                  2,113         1,961
        Insurance reserves                          5,746         6,995
        Current portion of projected 
          asbestos claims                          35,794        35,793
        Other                                       9,702        10,650
      Current maturities of long-term debt            152           139
      Income taxes                                    795         1,384
                                                 --------      --------
         Total current liabilities                 75,358        85,840

    Deferred income taxes                          14,102        15,677
    Long-term non-pension benefits                 15,455        15,270
    Long-term pensions                             12,714        12,472
    Long-term debt                                 36,945        37,023
    Non-current projected asbestos claims          79,881        99,802
                                                 --------      --------
         Total liabilities                        234,455       266,084
                                                 --------      --------
    Minority interest                                  93           -  

    Stockholders' Equity
      Preferred stock - $1 par value;
       authorized: 2,000,000 shares;
       issued and outstanding: none                   -             -
      Common stock - $1 par value;
       authorized: 10,000,000 shares;
       issued: 4,476,879 in 1995 and
       4,475,629 in 1994                            4,477         4,476
      Additional paid-in capital                   72,761        72,739
      Retained earnings                            52,925        49,279
      Less: Deferred currency translation          (2,096)       (2,428)
            Treasury stock of 448,347
             shares, at cost                       (9,003)       (9,003)
            Note receivable - ESOT                 (8,021)       (8,021)
            Deferred compensation-restricted
             stock                                    -              (4)
                                                 --------      --------
         Total stockholders' equity               111,043       107,038
                                                 --------      --------
  Total liabilities and stockholders'
    equity                                       $345,591      $373,122
                                                 ========      ========

  See accompanying notes to consolidated financial statements.

                                       -2-

<PAGE>

  A. P. GREEN INDUSTRIES, INC.

  CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)


                                              Three months ended June 30,
  (Dollars in thousands,                      ---------------------------
  except per share data)                           1995         1994
                                                   ----         ----

  Net sales                                     $  64,315   $  40,849

  Cost of sales                                    54,356      33,397
                                                ---------   ---------
    Gross profit                                    9,959       7,452

  Expenses and other income

    Selling & administrative expenses               7,692       5,776

    Interest expense                                  798         257

    Interest income                                  (388)       (325)

    Minority interest in losses of
      consolidated subsidiary                         (27)        -

    Other income, net                                 (58)       (247)
                                                ---------   ---------
     Earnings before income taxes                   1,942       1,991

  Income tax expense (benefit)                       (398)        635

  Equity in net income of affiliates                  166         -
                                                ---------   ---------
    Net earnings                                $   2,506   $   1,356
                                                =========   =========

  Net earnings per common share                 $    0.62   $    0.34
                                                =========   =========
  Weighted average number of common shares      4,028,532   4,027,282
                                                =========   =========
  Dividends per common share                    $    0.07   $    0.06
                                                =========   =========

  See accompanying notes to consolidated financial statements.

                                       -3-
<PAGE>

  A. P. GREEN INDUSTRIES, INC.

  CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)


                                                 Six months ended June 30,
  (Dollars in thousands,                        -------------------------
  except per share data)                           1995           1994
                                                   ----           ----

  Net sales                                     $ 126,204     $  78,352

  Cost of sales                                   105,807        64,794
                                                ---------     ---------
    Gross profit                                   20,397        13,558

  Expenses and other income

    Selling & administrative expenses              15,659        11,745

    Interest expense                                1,590           520

    Interest income                                  (710)         (643)

    Minority interest in losses of
      consolidated subsidiary                         (27)          -

    Other income, net                                (262)         (600)
                                                ---------     ---------
     Earnings before income taxes and
       cumulative effect of an accounting
       change                                       4,147         2,536

  Income tax expense                                  359           744

  Equity in net income of affiliates                  406           -  
                                                ---------     ---------
  Earnings before cumulative effect of an
    accounting change                               4,194         1,792

  Cumulative effect of an accounting change
    Postemployment benefits, net of tax               -            (255)
                                                ---------     ---------
    Net earnings                                $   4,194     $   1,537
                                                =========     =========
  Earnings per common share before cumulative
    effect of an accounting change              $    1.04     $    0.44

  Cumulative effect of an accounting change 
    Postemployment benefits, net of tax               -           (0.06)
                                                ---------     ---------
  Net earnings per common share                 $    1.04     $    0.38
                                                =========     =========
  Weighted average number of common shares      4,028,332     4,022,329
                                                =========     =========
  Dividends per common share                    $    0.14     $    0.12
                                                =========     =========

  See accompanying notes to consolidated financial statements.

                                       -4-

<PAGE>

  A. P. GREEN INDUSTRIES, INC.

  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                 Six Months Ended June 30,
                                                 -------------------------
  (Dollars in thousands)                            1995        1994
                                                    ----        ----

  Cash flows from operating activities

    Net earnings                                 $  4,194    $  1,537

    Adjustments for items not requiring cash
     Cumulative effect of an accounting change-
      Postemployment benefits, net of tax             -           255
     Equity in undistributed earnings of 
      affiliates                                      (62)        - 
     Depreciation, depletion and amortization       4,964       3,930
     Deferred compensation earned                       4          17
     Stock compensation to directors                   23          28
     Provision for losses on accounts receivable      249          94
     Loss (gain) on sale of assets                     34          (6)
     Minority interest in losses of consolidated
      subsidiary                                      (27)        -  

    Decrease (increase) in assets
      Trade receivables                            (1,124)        368
      Asbestos claim and fee reimbursements
       received                                    19,391      14,969
      Inventories                                   2,351      (4,428)
      Receivable and prepaid taxes                    -           228
      Other current assets                           (782)       (659)

    Increase (decrease) in liabilities
      Accounts payable and accrued expenses        (9,047)     (1,771)
      Asbestos claims paid                        (14,834)    (21,544)
      Pensions                                        242         191
      Income taxes                                   (589)       (190)
      Deferred income taxes                          (906)        152
      Long-term non-pension benefits                  185         263
                                                 --------    --------
    Net cash from (used in) operating
     activities                                     4,266      (6,566)
                                                 --------    --------
  Cash flows from investing activities

    Capital expenditures                           (3,420)     (3,322)
    Decrease in other long-term assets                118         216
    Increase in pension assets                        (53)       (231)
    Proceeds from sales of assets                     220          48
                                                 --------    --------
    Net cash used in investing activities          (3,135)     (3,289)
                                                 --------    --------
  Cash flows from financing activities

    Repayments of debt                                (65)        (61)
    Capital contribution to Intogreen Co. from
     minority partner                                 120         -  
    Dividends paid                                   (564)       (483)
    Exercised stock options                           -           237
    Tax benefit on dividends paid to ESOP              15          15
    Tax effect on stock plan                          -            (3)
                                                 --------    --------
    Net cash used in financing activities            (494)       (295)
                                                 --------    --------
  Effect of exchange rate changes                     332        (258)
                                                 --------    --------
  Net increase (decrease) in cash and cash  
    equivalents                                       969     (10,408)

  Cash and cash equivalents at beginning of year    9,637      16,331
                                                 --------    --------
  Cash and cash equivalents at end of period     $ 10,606    $  5,923
                                                 ========    ========

  See accompanying notes to consolidated financial statements.

                                        -5-

<PAGE>


A. P. GREEN INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.  MANAGEMENT'S COMMENTS REGARDING ADJUSTMENTS AND RESULTS OF OPERATIONS
    ---------------------------------------------------------------------
In  the   opinion  of  management,   the  accompanying   consolidated  financial
statements include  all adjustments of a  normal and recurring nature  necessary
for a  fair presentation of the financial position and results of operations for
the  periods  presented.     These  financial  statements  should  be   read  in
conjunction with  the Company's Annual Report  on Form 10-K  for the  year ended
December 31,  1994.  The  results for  the quarter ended  June 30, 1995  are not
necessarily indicative of the results which may occur for the full year.

2.  INVENTORIES
    -----------
                                             June  30, 1995   December 31, 1995
                                             ---------------  -----------------
Finished goods & work-in-process
  Valued at LIFO:
    FIFO cost                                   $ 34,846           $ 36,233
    Less LIFO reserve                            (14,393)           (14,919)
                                                --------           --------
      LIFO cost                                   20,453             21,314
  Valued at FIFO                                   9,342              9,033
                                                --------           --------
    TOTAL                                         29,795             30,347
                                                --------           --------
Raw materials and supplies
  Valued at LIFO:
    FIFO cost                                     17,023             20,007
    Less LIFO reserve                             (5,221)            (5,875)
                                                --------           --------
      LIFO cost                                   11,802             14,132
  Valued at FIFO                                   9,505              8,973
                                                --------           --------
    TOTAL                                         21,307             23,105
                                                --------           --------
                                                $ 51,102           $ 53,452
                                                ========           ========

                                        -6-
<PAGE>

3.  LITIGATION
    ----------
Asbestos-related Claims - Personal Injury
-----------------------------------------
A.  P. Green  is among numerous  defendants in  lawsuits pending as  of June 30,
1995 that seek to recover compensatory,  and in many cases, punitive damages for
personal  injury  allegedly   resulting  from  exposure  to  asbestos-containing
products manufactured, sold or installed by A. P. Green.

A. P. Green  is a  member of the Center  for Claims Resolution (the  Center), an
organization of  twenty companies  (Members) who  were formerly  distributors or
manufacturers  of  asbestos-containing  products.     The  Center   administers,
evaluates,  settles, pays  and  defends  all of  the  asbestos-related  personal
injury  lawsuits  involving  its  Members.    Under  the  terms  of  the  Center
Agreement, each  Member's portion of  the liability  payments and defense  costs
are based  upon,  among other  things,  the number  and type  of claims  brought
against  it.   Claims  activity for  the  Company for  each  of the  years ended
December 31, 1994 and 1993 was as follows:

-------------------------------------------------------------------------------
                                                       1994           1993
-------------------------------------------------------------------------------

Claims pending at January 1                           52,122         50,007
Claims filed                                          14,836         26,100
Cases settled, dismissed or
  otherwise resolved                                 (16,038)       (23,985)
                                                     -------        -------
       Claims pending at December 31                  50,920         52,122
                                                     -------        -------
     Average settlement amount per claim (1)         $ 1,816        $ 1,728
===============================================================================

(1) Substantially  all  settlements  are covered  by  the  Company's insurance
    program.

On  January 15, 1993, the Members were named  as defendants in a class action
lawsuit  brought  on behalf  of  all  persons  who have  been  occupationally
exposed  to  asbestos-containing  products  of  the  Members  and   who  have
unasserted claims for such exposure  (the Class) pursuant to Federal Rule  of
Civil  Procedure 23(b)(3)  in  the Federal  District  Court  for the  Eastern
District of Pennsylvania.   At about the same time, the Center negotiated and
filed with the  Court a settlement (the  Settlement) between the  Members and
the Class.   Under the  terms of the  Settlement, the Members  have agreed to
pay  compensation to any member of the  Class who has, according to objective
medical  criteria,  physical  impairment  as   a  result  of  such  exposure.
Different  levels of  compensation will  be  paid depending  on the  type and
degree of  physical impairment.    No punitive  damages will  be  paid.   The

                                        -7-
<PAGE>

Settlement provides, among other  things, for a cap  on the number of  claims
to be  processed  each  year  during  the next  ten  years  and  a  range  of
settlement values for each disease category.  Settlement values  are based on
historical  average payments  by the Center  for similar cases.   Each Member
will be responsible for its percentage share of  each claim payment (no joint
and  several  liability), such  shares  having  been previously  established.
Hearings were held to determine the fairness of the Settlement and the  court
ruled  that  the Settlement  was  fair.   This  ruling has  been  appealed by
certain objectors.

In a third party  action filed simultaneously with  the class action (and  in
parallel Alternate  Dispute Resolution  proceedings), the Members  have asked
for  a  declaratory  judgment  against their  respective  insurers  that such
insurers cannot  use  the Settlement  as  a defense  to their  payment  under
applicable insurance policies.  The  Settlement is expressly contingent  upon
such declaratory relief.   In addition, some Members, including  A. P. Green,
have asked for a declaratory judgment  against their insurers with whom  they
have not  reached coverage  resolutions.   No decision  has been rendered  at
this date with respect to these issues.

Under the assumption  that it receives these court  approvals, the Settlement
has provided the  Company with a basis for estimating its potential liability
and related insurance policies recovery associated  with asbestos cases.  The
Company has reviewed its  insurance policies, historical settlement  amounts,
the number  of pending cases and the  projected number of claims  to be filed
pursuant  to the  Settlement and  the Company's share  of amounts  to be paid
thereunder.   The Company has also reviewed its contractual liability for the
payment of  deductibles under certain insurance  policies insuring the  E. J.
Bartells  Company (Bartells), a  former subsidiary,  against asbestos-related
personal injury  claims, such policies having  been issued when  Bartells was
owned by  A. P. Green.   Based upon such  reviews, the Company  has estimated
its liability for such  cases and claims  to be approximately $115.7  million
and $135.6  million at  June 30, 1995  and December  31, 1994,  respectively,
with   partially    offsetting   projected   insurance    reimbursements   of
approximately  $113.5  million  and  $132.9  million,  respectively.    While
management understands  the inherent uncertainty  in litigation of  this type
and the possibility that  past costs may not  be indicative of future  costs,
management does  not  believe that  these  claims  and cases  will  have  any
additional material  adverse effect  on the  Company's financial position  or
results  of  operations.    Management anticipates  that  payments  for these
claims will  occur  over at  least ten  years  and can  be  made from  normal
operating cash sources.

In addition  to asbestos-related  personal  injury  claims  asserted  against
A. P. Green, a  number  of claims  have  been asserted against Bigelow-Liptak
Corporation (now known as  A. P. Green Services,  Inc.), a subsidiary of  the
Company.   These claims have  been and  are currently  being handled by  such
subsidiary's  insurance   carriers.     Except  for  deductible   amounts  or
retentions provided for under insurance  policies, no claim for reimbursement
of defense or indemnity  payments has been made  against the Company or  such
subsidiary by any such carriers.

                                      -8-
<PAGE>

Asbestos-related Claims - Property Damage
-----------------------------------------
A.  P. Green is  also among  numerous defendants in  a property  damage class
action  suit pending  in South  Carolina.   A. P.  Green previously  has been
dismissed from a number of property damage cases  and believes that it should
be dismissed  from  the South  Carolina case  based on  the end  uses of  its
products.   A similar suit pending  in the State of  Oregon involves a former
wholly owned  subsidiary  of  the  Company  and  is  being  defended  by  the
Company's  insurance carrier.   Based  upon  the Company's  history in  these
asbestos-related  property damage  claims, management  does not  believe that
the ultimate resolution of these matters will have  a material adverse effect
on the Company's consolidated financial position or results of operations.

There was  no  assumption  of  asbestos-related  liability,  either  personal
injury or property damage, in  connection with the August 1994 acquisition of
the refractories business of General Refractories Company  and its affiliated
companies (General).

Environmental
-------------
The  EPA or  other private  parties  have named  the Company  or  one of  its
subsidiaries  as  a potentially  responsible  party  in  connection with  two
superfund sites in  the United States.   The  Company is a  de minimis  party
with  respect  to one  of the  sites and  expects to  arrive at  a settlement
agreement and  Consent Decree with  respect to it  for an amount  of not more
than  $10,000.    With respect  to  the  second,  involving  a  wholly  owned
subsidiary of  the Company,  there  does not  appear to  be  any evidence  of
delivery to the site  of hazardous material by  the subsidiary.  An  estimate
has been made  of the costs to be  incurred in these matters and  the Company
has recorded a reserve respecting those costs.

Other
-----
A.  P. Green  is subject  to  claims and  other lawsuits  that  arise in  the
ordinary course of business,  some of which  may seek damages in  substantial
amounts,  including punitive  or extraordinary damages.   Reserves  for these
claims  and  lawsuits  are recorded  to  the extent  that  losses  are deemed
probable and  are estimable.  In  the opinion of management,  the disposition
of all current claims  and lawsuits will not  have a material adverse  effect
on  the consolidated financial  position or  results of  operations of  A. P.
Green.

                                        -9-
<PAGE>

A. P. GREEN INDUSTRIES, INC.

PART I.  FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION

RESULTS  OF OPERATIONS  - THREE  MONTHS ENDED  JUNE 30,  1995 COMPARED  TO THREE
------------------------------------------------------------------------------
MONTHS ENDED JUNE 30, 1994
--------------------------

Total sales increased 57.5%  to $64.3 million for the three months ended June
30,  1995 from  $40.8 million  for  the comparable  1994 three-month  period.
Gross  profit increased  33.6% to  $10.0  million from  $7.5 million  for the
comparable periods.   The impact from the August 1994 General acquisition was
to  increase  sales  by  approximately $16.1  million  and  gross  profit  by
approximately $1.3 million.

Refractory Products and Services
--------------------------------
Refractory products and  services sales increased 68.2% to  $54.3 million for
the three months ended  June 30, 1995 from  $32.3 million for the  comparable
1994 period.   United States refractory  sales were $46.4  million and  $28.8
million  for  the   three-month  periods  ended  June  30,   1995  and  1994,
respectively,  an increase of 61.3%.  The impact from the General acquisition
was  to increase  U.S. refractory  sales by  $13.6  million.   Excluding this
acquisition impact,  U.S.  refractory  product  sales  volumes  increased  an
average of  18.6%, with increases in  all product lines except  ceramic fiber
products.    Brick  and  specialty prices  were  down,  partially  offset  by
increases  in pricing of  ceramic fiber  products and cast  shapes for  a net
price decrease of 3.3%.  U.S. export sales improved 78.1%  to $4.2 million in
the second  quarter of 1995 from $2.4 million for the second quarter of 1994,
largely due to the General acquisition.

Sales  of the Canadian subsidiary continued  to show significant improvement,
increasing 99.0% to $7.1  million for the  three-month period ended June  30,
1995 from $3.6 million  for the comparable 1994 period.   The impact from the
General  acquisition  was  to  increase  Canadian  sales  by  $2.9   million.
Excluding this  impact, volumes increased across  all major product  lines an
average  of  8.8%.    Price increases  for  specialties  and  crucibles  were
partially offset  by declines in brick  and ceramic fiber  pricing, resulting
in an overall price  improvement of 2.7%.  The Canadian operation generated a
pre-tax loss of  $107,000 for the second quarter of  1995 compared to pre-tax
earnings of $280,000 for the comparable  1994 period.  The 1995 loss was  due
to interest expense of  $105,000 on the debt associated with  the acquisition
of  the  General  operation  in  Canada and  establishment  of  a  reserve of
approximately  $380,000  for  exit  costs  and  termination  benefits  for 26
employees associated with  the closing and sale of the Weston, Ontario plant,
which was announced in June 1995.

                                     -10-
<PAGE>

Sales in  the United Kingdom  (U.K.) doubled to  $2.6 million for  the second
quarter of 1995 from $1.3 million for the comparable 1994 period,  reflecting
continued improvement  in the U.K. market.  The sales increase generated pre-
tax earnings of $135,000  for the three months  ended June 30, 1995  compared
to a pre-tax loss of $68,000 for the 1994 period.

Refractory  products cost  of  sales as  a percentage  of sales  increased to
86.3% compared to 82.3%  for the three months ended  June 30, 1995 and  1994,
respectively.   This increase  was primarily  due to a  higher percentage  of
lower margin sales to the steel industry  at the acquired General facilities,
increased  raw material costs  and equipment maintenance  expenses and larger
unfavorable brick  breakage variances  in the  U.S. during  1995 compared  to
1994,  partially offset  by  improved labor  efficiencies  and reduced  group
insurance and  workers' compensation  costs.  Also  contributing to  the cost
increase were  increases in  the obsolete inventory  and U.S.  plant shutdown
reserves,  both  of  which  were  established  at the  time  of  the  General
acquisition  related to facilities to be  closed, as well as establishment of
the Canadian  plant shutdown  reserve previously mentioned.   The  U.S. plant
shutdown reserve  was  increased  approximately  $330,000  due  primarily  to
revised  estimates of employee  termination benefits resulting  from the sale
of these  facilities  taking  longer than  anticipated.    Substantially  all
employees at  these facilities have  been terminated, and  approximately $2.8
million of  termination benefits  and plant closing  costs have  been charged
against the reserve to date.  Refractory operating  profits were flat at $2.2
million  in both  three-month  periods due  primarily  to  the reduced  gross
margins  and  increased research  and  selling  expenses resulting  from  the
General acquisition.

Industrial Lime
---------------
Industrial lime  sales increased  17.4% to a  quarterly record  $10.1 million
from  $8.6 million  for  the respective  second quarters  of  1995 and  1994.
Volumes increased  an  average of  17.8%  across all  product lines  at  both
plants.  Price declines  across all New Braunfels, Texas product lines and in
cal-dol at the Kimballton, Virginia plant  were partially offset by increases
in quicklime and hydrate at  the Kimballton plant for a slight  overall price
decrease. 

The gross margins  of the Company's industrial lime  operations are sensitive
to  volume changes due to the capital  intensive nature of the operations and
semi-fixed nature of other  costs.  As a result of  the sales increase, gross
profit and  operating profit increased 44.0%  and 46.7%, respectively.   Also
contributing to  these  increases were  reduced  group insurance,  processing
fuel and labor costs at both plants, reduced equipment  maintenance costs and
purchased materials costs at the New Braunfels plant and reduced power  costs
at the Kimballton  plant, partially  offset by  increased outside  processing
costs at Kimballton.

                                     -11-
<PAGE>

Expenses and Other Income
-------------------------
Selling and  administrative expenses increased 33.2%  to $7.7 million  in the
second quarter  of 1995  from $5.8 million  for the  comparable 1994  period.
Increases  in  salaries  and   related  costs,  salaried  pensions,   travel,
professional fees and  amortization of intangibles  were all largely  related
to  the addition  of  General sales  and  research  personnel and  intangible
assets included  in the acquisition.  Also  contributing to the increase were
an increased  provision for losses on  accounts receivable, primarily  due to
the higher  sales and accounts receivable  levels, and higher  management and
sales incentive and director retirement plan expenses.

Interest  expense increased to $798,000 in 1995  from $257,000 in 1994 due to
the additional  debt associated with the General acquisition.  There were  no
bank line borrowings  during either three-month period.   Interest income for
the  second quarter of 1995 increased 19.0%  to $387,000 from $325,000 in the
comparable 1994  three-month  period due  to  increased funds  available  for
investing  and higher  interest rates.   Other income declined  76.5% for the
comparable  three-month  periods primarily  due  to  a reduction  in  royalty
income   resulting  from  cancellation  of   a  licensing  agreement  with  a
significant  Mexican  licensee during  the  fourth  quarter  of 1994.    Also
contributing to  the decrease  were a  1994  business interruption  insurance
recovery and gains  on land sales in 1994, partially  offset by 1995 currency
conversion gains on U.S. dollar denominated  debt at the Canadian subsidiary.
The  Company  and  its  Canadian  and  U.K.  subsidiaries typically  transact
business  in  their  own  currencies  and  accordingly  are  not  subject  to
significant currency conversion gains and losses.

Income Taxes
------------
During the second  quarter of 1995, a  review of tax years  1988 through 1993
was  completed  by  the  Internal  Revenue  Service,  resulting  in  a  small
additional payment to clear those  federal tax years.  Due to the  outcome of
this  review being  more  favorable than  accrued,  the  Company reduced  its
provision  for federal income taxes by $1.1 million.  Absent that adjustment,
the tax rate for the second quarter  of 1995 was 34.6% compared to  31.9% for
the second quarter of 1994.

Equity in Net Income of Affiliates
----------------------------------
The Company's  share of  income from two  Colombian affiliates  acquired from
General  in August  1994 was  $166,000 for  the three  months ended  June 30,
1995.

                                       -12-
<PAGE>

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1995 COMPARED TO SIX MONTHS
-----------------------------------------------------------------------------
ENDED JUNE 30, 1994
-------------------

Total  sales increased 61.1% to $126.2 million  for the six months ended June
30, 1995 from $78.4 million for the comparable 1994 six-month period.   Gross
profit  increased  50.4%  to  $20.4  million   from  $13.6  million  for  the
comparable periods.   The impact from the August 1994 General acquisition was
to  increase  sales  by  approximately $33.9  million  and  gross  profit  by
approximately $3.2 million.

Refractory Products and Services
--------------------------------
Refractory products and services sales were  $107.3 million and $61.4 million
for  the six  months ended  June 30,  1995 and  June 30,  1994, respectively,
reflecting  an increase of  74.8%.  U.S. refractory  sales increased 71.8% to
$94.1  million for the six months ended  June 30, 1995 from $54.8 million for
the comparable 1994 period.   The impact from the General acquisition  was to
increase U.S.  refractory sales  by $29.4  million.   Excluding this  impact,
volumes increased across all product lines an average of 20.6%.  Lower  brick
and specialties  prices were partially offset  by increases in  ceramic fiber
and precast shape  prices, resulting  in an  overall price  decline of  2.1%.
U.S. export  sales increased 80.0% to  $8.3 million for  the six-month period
ended June 30,  1995 from $4.6  million for the  comparable 1994 period,  due
largely to the General acquisition.

Sales  at the  Canadian subsidiary increased  93.4% to $12.6  million for the
six  months ended June  30, 1995  from $6.5 million  for the  comparable 1994
period, of which $5.2 million was due to the General acquisition.   Excluding
this  acquisition  impact, increases  in  brick, crucible  and  ceramic fiber
volumes were partially offset  by declines in precast shape volumes for a net
volume increase  of 7.6%.  Specialties  products sales were  essentially flat
for the  comparable six-month periods.   Prices increased across  all product
lines  with the exception  of ceramic  fibers, resulting in  an overall price
increase  of  3.8%.   The  Canadian  operation generated  a  pre-tax  loss of
$126,000 for the six months ended June 30,  1995 compared to pre-tax earnings
of $217,000 for the  comparable 1994 period.   The 1995 loss  was due to  the
$380,000  plant closing reserve previously  discussed and interest expense of
$210,000  on  the  debt  associated  with  the  acquisition  of  the  General
operation  in  Canada.    Earnings in  1994  included  a  pre-tax  reserve of
approximately  $315,000 which  was established  during the  first quarter  of
1994 for the cost of Canadian personnel reductions made during that quarter.

The  United Kingdom market  continued to show  signs of strength  as sales by
the U.K. subsidiary increased 64.6% to $4.4 million  for the first six months
of 1995  from $2.7  million for  the first  six months  of 1994.   The  sales
increase generated  pre-tax earnings  of $242,000  for the  six months  ended
June 30, 1995 compared to a pre-tax loss of $120,000 for the 1994 period.

                                    -13-
<PAGE>

Refractory products  cost of  sales as  a  percentage of  sales increased  to
85.2% in  1995 from 82.7%  in 1994.   This  increase was  primarily due to  a
higher  percentage  of lower  margin  sales  to  the steel  industry  at  the
acquired  General   facilities,  increased   costs  associated  with   closed
facilities as previously discussed,  increased  raw material costs and higher
unfavorable brick breakage variances.   Partially offsetting these  increases
were improved  labor  efficiencies and  reduced  power, processing  fuel  and
group insurance expenses.    Refractory operating profits  increased 52.3% to
$5.1 million from $3.4 million in 1995 and 1994, respectively.

Industrial Lime
---------------
Industrial lime  sales increased  11.6% to $19.0  million from  $17.1 million
for  the  six-month periods  ended  June  30,  1995 and  1994,  respectively.
Volumes  increased across  all product  lines at  both plants  for an overall
increase  of 9.7%.   Prices increased an  average of 1.7%,  with increases in
quicklime and  hydrate prices  at the  Kimballton plant  partially offset  by
price  declines in  Kimballton  cal-dol and  all  product  lines at  the  New
Braunfels plant.

The gross margins  of the Company's industrial lime  operations are sensitive
to volume changes  due to the capital intensive nature  of the operations and
semi-fixed nature of other costs.   As a result of the sales  increase, gross
profit and  operating profit increased 53.2%  and 62.7%, respectively.   Also
contributing to this increase were reduced  group insurance,  processing fuel
and labor  costs at  both plants, lower  equipment maintenance  and purchased
materials  costs at  the New  Braunfels plant  and lower  power costs  at the
Kimballton  plant, partially  offset  by increased  clay  hauling expense  at
Kimballton.   Production variances at the  Kimballton plant also  improved in
1995 compared  to  1994,  when  a first  quarter  weather-related  production
curtailment of several days was incurred at that facility. 

Expenses and Other Income
-------------------------
Selling and administrative expenses increased 33.3%  to $15.7 million in 1995
from  $11.7  million in  1994.    Increases in  salaries  and related  costs,
salaried   pensions,  travel,   office   expenses,   professional  fees   and
amortization  of intangibles  were all  largely  related to  the addition  of
General sales  and research personnel and  intangible assets included  in the
acquisition.  Also  contributing to the increase were  an increased provision
for losses  on accounts  receivable, primarily  due to  the higher sales  and
accounts receivable  levels, and  higher management  and sales incentive  and
director retirement plan expenses.

Interest expense increased to  $1.6 million in 1995 from $520,000 in 1994 due
to the additional  debt associated with the General acquisition.   There were
no bank line  borrowings during either  six-month period.    Interest  income
increased 10.5%  due to  increased funds available  for investing  and higher
interest rates.    Other income  decreased  56.4% to  $262,000  in 1995  from
$600,000  in  1994  due to  a  reduction  in  royalty  income resulting  from

                                    -14-
<PAGE>

cancellation of  a licensing  agreement with  a significant Mexican  licensee
during the fourth quarter  of 1994.  Also  contributing to the decrease  were
increased bank charges in 1995 and a business interruption insurance recovery
and  gains  on  land  sales  in 1994 which did not reoccur in 1995, partially
offset by 1995 currency conversion gains on U.S. dollar denominated  accounts
at the Canadian subsidiary compared to losses in 1994.  The Company  and  its
Canadian and U.K. subsidiaries  typically  transact  business  in  their  own
currencies and accordingly are not subject to significant currency conversion
gains and losses.

Income Taxes
------------
The 8.7% effective  tax rate in 1995 compared to 29.3% in 1994 was due to the
$1.1 million tax  adjustment previously discussed.    Absent that adjustment,
the tax  rate for the six  months ended June  30, 1995 was 34.5%  compared to
29.3% for the same period in 1994.

Accounting Changes
------------------
The  cumulative effect of  adopting the Financial  Accounting Standards Board
Statement  No.  112,  "Employer's  Accounting  for Postemployment  Benefits,"
further reduced 1994 net income by $255,000.

Equity in Net Income of Affiliates
----------------------------------
The Company's  share of  income from two  Colombian affiliates  acquired from
General in August 1994 was $406,000 for the six months ended June 30, 1995.

                                    -15-
<PAGE>

                                  INDUSTRY SEGMENTS
                                   (In thousands)

                                                Six Months Ended June 30,
                                                -------------------------
                                                     1995        1994
                                                     ----        ----

  Net Sales

  Refractory products and services                 $107,286    $ 61,370
  Industrial lime                                    19,042      17,062
  Intersegment eliminations                            (124)        (80)
                                                   --------    --------
                                                   $126,204    $ 78,352
  Gross Profit                                     ========    ========

  Refractory products and services                 $ 15,856    $ 10,594
  Industrial lime                                     4,541       2,964
                                                   --------    --------
                                                   $ 20,397    $ 13,558
  Gross Profit Percentage                          ========    ========

  Refractory products and services                     14.8%       17.3%
  Industrial lime                                      23.8%       17.4%

                                                       16.2%       17.3%
  Operating Profit                                 =========   =========

  Refractory products and services                 $  5,105    $  3,351
  Industrial lime                                     3,960       2,434
                                                   --------    --------
                                                      9,065       5,785
  Other Charges to Income                          --------    --------

  General corporate expenses, net                     4,038       3,372
  Interest expense                                    1,590         520
  Interest income                                      (710)       (643)
                                                   --------    --------
    Total other charges                               4,918       3,249
                                                   --------    --------
  Earnings Before Income Taxes and Cumulative
    Effect of an Accounting Change                 $  4,147    $  2,536
                                                   ========    ========
  Identifiable Assets (at period end) 

  Refractory products and services                 $284,054    $265,439
  Industrial lime                                    47,286      47,487
  Corporate                                          14,251      10,028
                                                   --------    --------
                                                   $345,591    $322,954
                                                   ========    ========

                                       -16-
<PAGE>

                                                Six Months Ended June 30,
                                                --------------------------
                                                     1995        1994
                                                     ----        ----
  Depreciation, Depletion and Amortization

  Refractory products and services                 $  3,088    $  2,104
  Industrial lime                                     1,362       1,344
  Corporate                                             514         482
                                                   --------    --------
                                                   $  4,964    $  3,930
                                                   ========    ========
  Capital Expenditures

  Refractory products and services                 $  2,635    $    555
  Industrial lime                                       749       2,300
  Corporate                                              36         467
                                                   --------    --------
                                                   $  3,420    $  3,322
                                                   ========    ========

                                 GEOGRAPHIC SEGMENTS
                                   (In thousands)

                                                Six Months Ended June 30,
                                                --------------------------
                                                     1995        1994
                                                     ----        ----
  Net Sales

  United States                                    $113,128    $ 71,815
  Canada                                             12,592       6,512
  United Kingdom                                      4,383       2,663
  Intersegment transfers (primarily U.S.)            (3,899)     (2,638)
                                                   --------    --------
                                                   $126,204    $ 78,352
                                                   ========    ========
  Earnings (Loss) Before Income Taxes and Cumulative
    Effect of an Accounting Change






  United States                                    $  4,031    $  2,439
  Canada                                               (126)        217
  United Kingdom                                        242        (120)
                                                   --------    --------
                                                   $  4,147    $  2,536
                                                   ========    ========
  Identifiable Assets (at period end)

  United States                                    $308,519    $301,043
  Canada                                             17,588       8,766
  United Kingdom                                      5,051       3,117
  Far East                                              181         -  
  Corporate                                          14,252      10,028
                                                   --------    --------
                                                   $345,591    $322,954
                                                   ========    ========

                                       -17-
<PAGE>

                                PRICE/VOLUME SUMMARY
                              1995  AS COMPARED TO 1994
                             PERCENT INCREASE (DECREASE)


                                                  Three              Six
                                                  Months            Months
                                                  Ended             Ended
                                              June 30, 1995     June 30, 1995
                                              -------------     -------------

  U.S. Refractory Products Sales
     (excluding impact of General acquisition)

    Volume                                        18.6%             20.6%

    Price                                         (3.3)             (2.1)

  Industrial Lime Sales

    Volume                                        17.8               9.7

    Price                                         (0.4)              1.7

                                       -18-
<PAGE>

 FINANCIAL CONDITION
 -------------------
       The Company continues to maintain a strong balance sheet.

                                 Summary Information
                               (Dollars in thousands)

                                          June 30,
                                    ----------------------        December 31,
                                      1995          1994              1994
                                    --------      --------        ------------
Working capital                     $ 82,488      $ 54,613          $ 78,312

Current ratio                          2.1:1         1.9:1             1.9:1

Total assets                        $345,591      $322,954          $373,122

Current maturities of
 long-term debt                          152           131               139

Long-term debt                        36,945        12,091            37,023

Stockholders' equity                $111,043      $102,020          $107,038

Debt to total
 capitalization (1)                     25.0%         10.7%             25.7%


(1)  Calculated  as   total   Debt   (long-term  debt   including   current
     maturities) divided by total stockholders' equity plus total Debt.


The following balance  sheet increases resulted from the General acquisition
on August 1, 1994 (in millions):


            Receivables, net                    $12.3
            Inventories                          22.7
            Deferred income taxes                 1.1
            Other current assets                  0.4
                                                -----
               Total current assets              36.5

            Property, plant and equipment        18.7
            Long-term pension assets              0.5
            Other long-term assets                5.4
                                                -----
               Total assets                     $61.1
                                                =====

                                       -19-
<PAGE>

            Accounts payable                    $ 8.9
            Accrued payrolls                      1.5
            Accrued taxes other than on income    0.6
            Accrued insurance                     4.7
            Accrued other                         7.6
                                                 ----
               Total current liabilities         23.3

            Deferred income taxes                 1.1
            Long-term non-pension benefits        0.1
            Long-term pensions                   11.6
            Notes payable                        25.0
                                                 ----
               Total liabilities                $61.1
                                                =====
            Working Capital                     $13.2

Working capital  increased 51.0%,  or $27.9 million,  to $82.5 million
at June 30, 1995   from $54.6 million at  June 30, 1994, including the
$13.2 million  obtained  through the  General  acquisition, while  the
ratio  of current  assets to  current liabilities  increased to  2.1:1
from  1.9:1.    Excluding  the acquisition  impact,  the  increase  in
working  capital  was primarily  due  to  increases in  cash  of  $4.7
million,  trade receivables of $5.8  million and  closed plants' fixed
assets  held for  sale  (included in  other  current assets)  of  $2.4
million, partially offset by a reduction in reimbursement  due on paid
asbestos claims of  $6.2 million.  Also contributing to  the increased
working capital was a reduction in accounts payable of $5.9 million.

The  increase  in cash  and  decrease  in reimbursement  due  on  paid
asbestos claims  since June  30,  1994, as  well as  the $6.0  million
decrease in  reimbursement due on paid  asbestos claims since December
31, 1994, were due  primarily to payments being  made directly to  the
Center for Claims Resolution by one insurance carrier  starting in May
1995.    These  direct payments  are  expected  to  continue  for  the
foreseeable  future,  with  a  resulting   favorable  impact  on   the
Company's cash balances and cash requirements.

The increase  in trade receivables since  June 30, 1994 was  primarily
due to the increased  sales level.  The reduction in  accounts payable
since June  30,  1994, as  well as  the $7.9  million reduction  since
December 31,  1994, was primarily due to a $6.5 million payment to the
Center for Claims Resolution in January 1995.

The decreases in  non-current projected insurance recovery on asbestos
claims and  non-current projected asbestos claims were due to asbestos
claim  payments recovered from  insurance carriers.   The  increase in
debt since  June 30, 1994  was due  to the  $25 million in  additional
debt incurred for the General acquisition.

                                    -20-
<PAGE>

Capital expenditures for the refractories  business increased by  $2.1
million in the first six  months of 1995  compared to the same  period
in  1994, offset  by  reductions  in capital  expenditures  related to
corporate functions  and the lime plants.   The  refractories increase
was due  to both upgrading and  modernization of the acquired  General
facilities  and  replacement,  modernization  and  expansion  of  pre-
acquisition operations.

During the first  half  of  1995, capital contributions  were made by 
A. P. Green and  INTOCAST AG  to  form  a  joint  venture partnership,
INTOGREEN  Co.,  which  will sell  and  install cast  monolithic ladle
linings  to  the steel  industry  in  the United  States,  Canada  and
Mexico.   INTOCAST AG  is a  world leader in  the development  of cast
ladle linings.   Its contribution to  the partnership is reflected  in
the balance  sheet net of INTOCAST's share of the year-to-date loss at
INTOGREEN.

Subsequent Event
----------------
On July  26, 1995  the Company  acquired a  51% ownership  interest in
Plibrico de  Mexico SA  de CV,  a refractory  manufacturer located  in
Monterrey, Mexico, effective July 3, 1995.  Plibrico  de Mexico, which
will be renamed  A. P. Green de  Mexico SA  de CV, has one  plant with
annual sales of approximately $7.0 million.  The  Company acquired all
of the  ownership interest of Cookson  America, Inc., a subsidiary  of
Cookson PLC,  and a portion of the holdings of Grupo Industrial Trebol
SA de CV, which will continue to own  a 49% interest in A. P. Green de
Mexico.   The purchase  price and transaction  costs of  approximately
$2.0 million were paid out of operating capital.

                                     -21-
<PAGE>

A. P. GREEN INDUSTRIES, INC.

PART II.  OTHER INFORMATION

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------
The Annual Meeting  of Stockholders of A. P. Green was held on May 11,
1995 at which the stockholders voted on the following matters:

  1.   the  election of two  Class I directors to  hold office  for a term of
       three years;

  2.   the  ratification of  the appointment of  KPMG Peat  Marwick as  A. P.
       Green's auditors for the year ending December 31, 1995.

       With regard to the  election of the Class I  directors, Paul F. Hummer
       was  reelected and  P. J.  O'Bryan was elected  as directors  of A. P.
       Green  in  an uncontested  election.   The  vote  with respect  to Mr.
       Hummer was 3,603,323  shares FOR and 32,206 shares  WITHHOLD AUTHORITY
       TO  VOTE.  The  vote with respect to  Mr. O'Bryan was 3,521,890 shares
       FOR  and  113,639  shares WITHHOLD  AUTHORITY  TO  VOTE.    The  other
       directors whose term of office continued after the  Annual Meeting are
       Donald E. Lasater, William F. Morrison and Daniel R. Toll.

       With regard to the  ratification of the approval of KPMG  Peat Marwick
       as auditors  for the year ending  December 31, 1995, the  ratification
       was  approved  by the  following  vote:  3,618,296  shares FOR,  5,478
       shares AGAINST and 11,755 shares ABSTAIN and BROKER NON-VOTES.


Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------
     (a)  Exhibits:
          --------
          Exhibit No.
          ----------
              27     Financial Data Schedule as of and for the Six Months
                     Ended June 30, 1995.

     (b)  Reports on  Form 8-K:
          --------------------
          No reports on Form  8-K were  filed during the quarter ended June 30,
          1995.

                                     -22-
<PAGE>

                                      SIGNATURE
                                      ---------

Pursuant  to  the  requirements of  the  Securities Exchange  Act  of  1934, the
registrant has  duly  caused this  report to  be  signed on  its  behalf by  the
undersigned thereunto duly authorized.

                                  A. P. Green Industries, Inc.
                                          (Registrant)



                                  By:     /s/ Gary L. Roberts
                                  ----------------------------------
                                           Gary L. Roberts

                                  Vice President, Chief Financial
                                    Officer and Treasurer



  Date:  August 14, 1995
         ---------------

                                       -23-
<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM A. P. GREEN
INDUSTRIES, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE SIX MONTH PERIOD ENDED
JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          10,606
<SECURITIES>                                         0
<RECEIVABLES>                                   46,635
<ALLOWANCES>                                     2,032
<INVENTORY>                                     51,102
<CURRENT-ASSETS>                               157,846
<PP&E>                                          93,713
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 345,591
<CURRENT-LIABILITIES>                           75,358
<BONDS>                                         37,097
<COMMON>                                         4,477
                                0
                                          0
<OTHER-SE>                                     106,566
<TOTAL-LIABILITY-AND-EQUITY>                   345,591
<SALES>                                        126,204
<TOTAL-REVENUES>                               126,204
<CGS>                                          105,807
<TOTAL-COSTS>                                  105,807
<OTHER-EXPENSES>                                15,659
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,590
<INCOME-PRETAX>                                  4,147
<INCOME-TAX>                                       359
<INCOME-CONTINUING>                              4,194
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,194
<EPS-PRIMARY>                                     1.04
<EPS-DILUTED>                                        0
        

</TABLE>


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