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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
A. P. Green Industries, Inc.
(NAME OF ISSUER)
Common Stock, par value $1.00
(TITLE OF CLASS OF SECURITIES)
393059-10-0
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement. ____ (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 393059-10-0
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LASALLE NATIONAL TRUST, N.A. (not in its individual or
corporate capacity but solely as trustee (the "Trustee")
of the A. P. Green Industries, Inc. Employee Stock
Ownership Trust (the "Trust") (Tax Identification No. 36-
3697893)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Trust has been organized under the laws of the State
of Missouri. The Trustee is a national banking
association organized under the laws of the United States.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 300,036 (as of 12/31/94)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 300,036 (as of 12/31/94)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,036 (as of 12/31/94)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.45 percent
12. TYPE OF REPORTING PERSON *
BK, EP
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The filing of this Statement on Schedule 13G is made by the A. P.
Green Industries, Inc. Employee Stock Ownership Trust (the
"Trust") and does not constitute, and should not be construed as,
an admission that either the Trust or LaSalle National Trust,
N.A., the trustee of the Trust (the "Trustee"), beneficially owns
any securities covered by this Statement or is required to file
this Statement for the Trust and the Trustee. In this
connection, the Trust and the Trustee disclaim beneficial
ownership of the securities covered by this Statement.
Item 1(a) NAME OF ISSUER:
The name of the issuer is A. P. Green Industries, Inc.,
a Delaware corporation ("A. P. Green" or the "Issuer").
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the
Issuer is Green Boulevard, Mexico, Missouri 65265
Item 2(a) NAME OF PERSON FILING:
The person filing this Statement is the Trust which was
created on November 6, 1989 in connection with the
amendment on that date by the Issuer of the A. P. Green
Investment Plan (the "Investment Plan") to include an
employee stock ownership plan ("ESOP") portion thereof.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the Trust and its principal place of
business is c/o LaSalle National Trust, N.A.,
135 South LaSalle Street, Chicago, Illinois 60603. The
address of the Trustee is 135 South LaSalle Street,
Chicago, Illinois 60603.
Item 2(c) CITIZENSHIP:
The Trust has been organized under the laws of the
State of Missouri. The Trustee is a national banking
association organized under the laws of the United
States.
Item 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement
relates is the common stock, $1.00 par value per share
(together with associated preferred share purchase
rights, the "Common Shares") of the Issuer.
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Item 2(d) CUSIP NUMBER:
The CUSIP number of the Common Shares is 393059-10-0.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") or Endowment
Fund.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 300,036<F1>
(b) Percent of Class: 7.45 percent (as of 12/31/94)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
300,036<F1>
(iii) sole power to dispose or direct the
disposition of:
0
(iv) shared power to dispose or direct the
disposition of:
300,036<F1>
<F1> Participants in the A. P. Green Industries, Inc. Employee
Stock Ownership Trust have the right to direct the Trustee in the
voting of Common Stock allocated to their accounts on all matters
required to be submitted to a vote of shareholders. If no
directions are received as to the voting of allocated shares, the
Trustee votes such shares in the same proportion as the allocated
shares for which the Trustee receives directions from the
participants. The unallocated shares of Common Stock are voted
by the Trustee in the same proportion as the allocated shares for
which the Trustee receives directions from participants. 300,036
unallocated shares of Common Stock are held by the Reporting
Person in its capacity as Trustee of A. P. Green Industries,
Inc., Employee Stock Ownership Trust. Excludes 125,073 shares
which are allocated to accounts of participants.
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Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Subject to the terms of the Trust and the related plan,
participants are entitled to receive certain
distributions or assets held by the Trust. Such
distributions may include proceeds from dividends on,
or the sale of, shares of Common Stock reflected in
this Schedule 13G.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
February 9, 1995
________________
Date
LASALLE NATIONAL TRUST, N.A. (not
in its individual or corporate
capacity but solely as Trustee)
_____________________________
Signature
Jeffrey S. Schiedemeyer
Corporate Trust Officer
_____________________________
Name/Title