GREEN A P INDUSTRIES INC
10-K405, 1996-03-28
STRUCTURAL CLAY PRODUCTS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                -------------                              

For the fiscal year ended December 31, 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:  (573) 473-3626
Securities registered pursuant to 
   Section 12(b) of the Act:                   None.
Securities registered pursuant to 
   Section 12(g) of the Act:                   Common Stock, $1.00 par value
                                               Preferred Share Purchase Rights

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.  [ X ]

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant:  As of March 25, 1996, the market value of A. P. Green
Industries, Inc. Common Stock held by non-affiliates was approximately
$70,400,000.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date:  As of March 25, 1996,
4,038,754 shares of Common Stock, $1.00 par value were outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

     The following documents are incorporated by reference into the indicated
part of this report:

Document                                                     Part of Form 10-K
- --------                                                     -----------------
1995 Annual Report to Stockholders                          Parts I, II and IV
Proxy Statement for 1996 Annual Meeting of Stockholders     Part III

                               -1-
<PAGE>

                                    PART I

ITEM 1.  BUSINESS
                                 Introduction
                                 -------------                                 
 
               Unless the context otherwise requires, A. P. Green
Industries, Inc. and its subsidiaries are referred to in this report
collectively as "A. P. Green" or "the Company."  In most instances,
information about A. P. Green's primary businesses and reportable industry
segments ("Refractory Products" and "Industrial Lime") is presented
separately.

(a)  Development of Business
     ----------------------- 
     General.
     -------
     A. P. Green Industries, Inc., a Delaware corporation, was incorporated as
A. P. Green Refractories Co. in 1967.  In that year, A. P. Green Refractories
Co., a Missouri corporation, was acquired by United States Gypsum Company (now
USG Corporation).  The acquired company was a successor to a business
purchased by Allen P. Green in approximately 1910.

    In 1987, A. P. Green Refractories Co. acquired all of the outstanding
stock of APG Lime Corp., a Delaware corporation, and shortly after such
acquisition changed its name to A. P. Green Industries, Inc.  Effective
February 3, 1988, through a distribution of all the outstanding capital stock
of A. P. Green Industries, Inc. to the common stockholders of USG Corporation,
A. P. Green Industries, Inc. became an independent publicly held company.
                                                                               
    In 1994, the Company acquired substantially all of the assets and assumed
most of the liabilities of the refractory operations of General Refractories
Company and its affiliated companies (collectively referred to as "General"). 
These operations include ten plants in the United States, a plant near
Toronto, Canada and 49% equity interests in two Colombian refractory
companies, Materiales Industriales S. A. and Empresa de Refractarios
Colombianos S.A.

    In 1995, the Company acquired a 51% ownership interest in Plibrico de
Mexico SA de CV (now A. P. Green de Mexico SA de CV), a refractory
manufacturer near Monterrey, Mexico.  In addition, during 1995 the Company
acquired a 51% ownership interest in Lanxide ThermoComposites, Inc. (LTI) and
its wholly owned subsidiary, Chiam  Technologies, Inc., and established
INTOGREEN Co., a partnership of which A. P. Green owns 51%.

    Also in 1995, the Company began construction of a castables manufacturing
plant in West Java, Indonesia.  The plant is expected to begin operations in
the second quarter of 1996.

    The Company, headquartered in Mexico, Missouri, mines, processes,
manufactures and distributes specialty minerals and mineral-based products,
including industrial lime and refractories products in the United States and
international markets.  The Company operates 22 plants in the United States,
Canada, Mexico and the United Kingdom (U.K.).

                               -2-
<PAGE>

    Lime Operations.  
    ---------------
    APG Lime Corp. (APG Lime), a wholly owned subsidiary of A. P. Green and
headquartered in Mexico, Missouri, is involved in the mining and processing of
limestone for various industrial applications, including steel and aluminum
production, pulp and paper processing, soil stabilization for road
construction, water and waste water treatment and various environmental
applications.  It operates two plants, one in Kimballton, Virginia, and one in
New Braunfels, Texas.  It generally serves customers in the geographic region
surrounding its plants.

    Refractory Operations.  
    ---------------------
    Refractories are heat and atmosphere resistant materials that provide the
structure or linings for high temperature furnaces and other vessels.  In
addition to being resistant to thermal stress and other physical phenomena
induced by heat, refractories are often required to provide resistance to
physical wear, thermal cycling and abrasion, as well as to provide insulating
properties.

    A. P. Green offers a broad product line, including basic, clay/alumina and
silica refractories and ceramic fiber products.  Basic refractories are
predominantly composed of magnesite ores, while clay/alumina refractories are
predominantly composed of fireclays and bauxite ores.  Ceramic fiber products
are lightweight refractories similar in appearance to fiberglass insulation
and are provided in many forms including bulk, blanket, folded modules and
vacuum formed shapes.  All are used in a wide variety of industries, including
steel, aluminum, cement, chemicals, ceramics and glass.

    Basic, clay/alumina and silica refractories are manufactured in the form
of bricks and specialties.  Bricks are shaped products formed by mechanical
pressing or die molding.  Specialty products (also known as monolithics)
include refractory cements, castables, plastics and mortars.  Specialized
shapes to serve specific industry needs are also custom made in seven cast
shops located in the United States, Canada, Mexico and the United Kingdom.
                                                                           
    Although the Company purchases some refractory and refractory-related
products from other manufacturers, predominantly all of the refractory
products sold by it are manufactured in its own plants.  The Company and its
wholly owned subsidiaries, A. P Green Refractories Inc. and Detrick Refractory
Fibers, Inc., manufacture refractories in 16 facilities located in the United
States.  The Company's wholly owned subsidiary, A. P. Green Refractories
(Canada) Ltd., organized in 1931, and its subsidiary, 1086215 Ontario, Inc.,
operates two manufacturing facilities in Canada.  The Company's wholly owned
United Kingdom subsidiary, A. P. Green Refractories Limited, acquired by a
predecessor of the Company in 1954, operates one manufacturing facility in
Bromborough, England, snd its subsidiary, Liptak Bradley Limited, installs
refractory products worldwide except for North America.  The Company's 51%
owned Mexican subsidiary, A. P. Green de Mexico SA de CV, operates one
manufacturing facility near Monterrey, Mexico.  Significant investment has
been made, particularly in the United States plants, to improve quality,
production efficiency and environmental controls.

    During 1995 the Company took steps to broaden its technology base. 
INTOGREEN Co., a joint venture partnership with INTOCAST AG, was formed to
sell and install cast monolithic ladle linings to the steel industry in the 
U. S., Canada and Mexico.  INTOCAST AG, based in Germany, is a world leader in
the development of cast ladle linings, which result in lower installation
costs, reduced disposal of used refractory material and increased ladle
availability to the steel plant.  The INTOCAST Endless Lining System
(Registered Trademark)is custom designed for each user.

                               -3-
<PAGE>

    LTI, a 51% owned subsidiary purchased from Lanxide Corporation (Lanxide),
which continues to own a substantial minority interest, concentrates on
commercializing refractory products for the continuous casting segment of the
steel industry utilizing ceramic composites technology licensed from Lanxide. 
One of these products, developed for slide gates, has proven itself superior
in extended tests conducted by steel producers.  Under a separate licensing
agreement, A. P. Green will develop and market refractory products utilizing
the advanced materials technology developed by Lanxide in non-steel
refractory applications throughout the world, excluding Japan.  Included under
the terms of the agreement are all future technologies developed by Lanxide
and its licensees and joint ventures as applicable to non-steel refractory
applications.

(b) Financial Information About Industry Segments
    ---------------------------------------------
    Information regarding industry segments of A. P. Green is set forth in
Note 19 of Notes to Consolidated Financial Statements which is included in 
A. P. Green's 1995 Annual Report to Stockholders and incorporated herein by
reference.

(c) Narrative Description of Business
    ---------------------------------
    Refractory Operations.  
    ---------------------
    A. P. Green manufactures refractory products in its own plants located in
the United States, Canada, Mexico and the United Kingdom.  These products are
sold world wide to industrial end-users and to installers of refractories. 
The major end-users of the Company's refractory products and the percentage of
the Company's 1995 domestic refractory sales to such users are as follows:

                                Percent of 1995         Percent of 1994
                                U.S. Refractory         U.S. Refractory
End-User Industry Category      Products Sales          Products Sales
- --------------------------      ---------------         ---------------
Iron and Steel                         33%                     33% 
Nonferrous Metals                      19%                     14% 
Cement, Lime, Gypsum, Paper, 
   Ceramics, Glass and Clay            12%                     13% 
Metal Castings and Fabrication          6%                      7%
Chemicals and Petrochemicals            6%                      8%
Other                                  24%                     25% 
                                                                             
    A. P. Green is a leader in the manufacture and distribution of refractory
materials in North America and throughout the world.  Refractory materials are
sold through a direct sales force, Company-owned distribution centers,
independent distributors, licensees and agents to a diverse cross section of
basic industry.  The Company believes that success in the refractory industry
is dependent, to a large extent, upon developing new products and modifying
existing products in order to provide more value to the industries served.  
A.P. Green has a fully equipped and staffed research facility that can analyze
the refractory failure mechanisms in its customers' applications in order to
determine the optimum refractory solution.  Often the best solution is to use
a more sophisticated product which increases the upfront costs but results in
a lower life cycle cost.  The organization of research engineers, customer
service engineers and product managers have a good track record of designing
optimum solutions.  Product design changes that have been introduced recently
include self-leveling castables and low-rebound gunning products that reduce
installation costs, as well as many products that have been optimized to serve
specific operating conditions.  Some of the new products are based on 
A. P. Green's proprietary Greenlite insulating aggregate which provides high
strength in combination with low thermal conductivities.

                               -4-
<PAGE>

    The Company's employee sales force is located throughout the United
States, Canada and Mexico and in the Caribbean, Australia, Germany and the
United Kingdom.  Refractory products are shipped directly to customers from
the Company's plants and from a large network of distribution centers and
distribution representatives located in the United States, Canada and the 
United Kingdom.

    The United States sales force is divided into four geographic regions and
two industry groups.  The industry groups are specialized sales and marketing
teams that target their efforts to steel and aluminum end-users.  This has
allowed the Company to provide a higher degree of customer assistance on
refractory usage and selection and has enabled sales and marketing personnel
to develop additional expertise in those end-user industries.  This alignment
has been beneficial to specific industry sales of the Company.  Starting in
1992, steps were taken to more effectively coordinate Canadian and United
States refractory sales.  These steps were designed to take advantage of a
centralized marketing plan and to source products more efficiently.

    Lime Operations.  
    ---------------
    APG Lime is engaged in the production of lime for industrial applications. 
This process involves crushing, screening and calcining limestone to produce
high calcium quicklime and hydrate, dolomitic quicklime and Cal-Dol lime
blend.  This processing takes place at Company-owned facilities in New
Braunfels, Texas and Kimballton, Virginia.  In 1994, the Company completed a
project which increased production capacity at the New Braunfels, Texas
facility to take advantage of higher demand for quicklime used in making
precipitated calcium carbonate and other growing markets.  This project also
reduced particulate air emissions and reduced the use of water.  The major
end-users of the Company's lime products and the percentage of the Company's
1995 lime sales to such users is as follows:


                                       Percent of 1995       Percent of 1994
End-User Industry Category           Lime Products Sales   Lime Products Sales
- --------------------------           -------------------   -------------------
Pulp and Paper Processing                    35%                   36% 
Steel and Aluminum                           26%                   32% 
Environmental/Water Treatment                16%                   14% 
Road Construction                            14%                   14% 
Chemical Processing                           6%                    1%
Masonry                                       3%                    3%

    Recently developed lime products include Cal-Dol lime blend; high calcium
quicklime noted for specialized sizing and chemical reactivity for use in
production of precipitated calcium carbonate by paper producers; and several
dolomitic building lime products.  Due to their heavy, bulk nature, industrial
lime products cannot be shipped economically over long distances.  This has
resulted in regional sales and distribution, generally within a 300-mile
radius of each facility.  APG Lime's facilities are well located to take
advantage of demand in the Southeastern U.S. and Texas and surrounding states. 
Product distribution involves direct shipments via rail and/or truck from the
plants to the customers and customer pick-up at the plants.

    Raw Materials.  
    -------------
    A. P. Green maintains programs to attempt to ensure the availability of
raw materials, including the purchase of materials for its short-term needs
and the development of long-term sources of supply.  Refractory clay and
silica requirements are obtained from Company-owned deposits located in
Alabama, Arkansas, Colorado, Georgia, Idaho, Missouri, Ohio, Texas and Utah. 
Proven deposits contained approximately 11,200,000 tons of clay and silica as
of December 31, 1995.  Average annual mining of clay and silica during the
last five years was 240,000 tons, with 1995 at 360,000 tons.  Proven reserves

                               -5-
<PAGE>

are estimated to be sufficient for approximately 38 years of operations, based
on recent average annual usage.  The remaining refractory raw materials
requirements are obtained from numerous suppliers.  Refractory-grade bauxite
is imported from China, Guyana and Brazil, and approximately 50% of the
Company's magnesite supply is obtained from China.   On a long-term basis,
there is an adequate supply of materials available from these countries. 
There has been no significant interruption in the availability of Chinese or
Brazilian bauxite or Chinese magnesite.  There have been brief periods of
limited supplies of bauxite from Guyana.  Prices of Chinese bauxite are
expected to increase substantially during 1996 as a result of changes made by
the Chinese government in 1995 affecting bauxite exports, but no supply
interruptions are anticipated.  Some alumina raw materials are available from
only one or two suppliers in the United States.  Current supplies are adequate
to meet A. P. Green's planned production volume for the foreseeable future. 
Aluminum Company of America is a major supplier of alumina chemicals and
supplies up to 90 percent of certain chemicals used by A. P. Green.

    A. P. Green's lime products require two major raw materials, high calcium
limestone and dolomitic limestone.  High calcium limestone is mined and
quarried, respectively, from Company-owned deposits at the Kimballton,
Virginia and New Braunfels, Texas plants.  The deposit at New Braunfels
contained about 50,400,000 tons of usable reserves as of December 31, 1995. 
The average annual usage of quarried limestone at New Braunfels during the
five-year period ended December 31, 1995 was 880,000 tons, with 1995 usage at
1,200,000 tons.  Proven reserves of limestone at this location are estimated
to be sufficient for about 60 years of operations, based on recent average
annual usage.  Company-owned and leased reserves at the Kimballton plant were
estimated at 20,800,000 tons as of December 31, 1995.  The average annual
usage of mined limestone at Kimballton during the five-year period ended
December 31, 1995 was 715,000 tons, with 1995 usage at 754,000 tons.  Proven
reserves of limestone at this location are estimated to be sufficient for 29
years of operations, based on recent average annual usage.  Dolomitic
limestone is purchased from outside suppliers, primarily The Dow Chemical
Company for the New Braunfels plant and Rockydale Quarries Corp. for the
Kimballton plant.  In December 1995, the Dow Chemical Company quarry which
supplies the New Braunfels plant was purchased by Chemical Lime Company.  A
new supply agreement is under negotiation. 

    Energy.  
    ------
    Natural gas used in the production of refractory products represents
approximately 60 percent of total refractory energy costs.  However, natural
gas usage accounts for only approximately 4 percent of the total cost of
refractory sales.  Most manufacturing plants maintain a supply of standby
energy. Electrical costs vary between operations and account for the balance
of refractory energy costs.

    The primary energy source used in the production of lime products is coal,
which accounted for virtually all of the total fuel used at the Kimballton
plant and about 66 percent of the total fuel used at the New Braunfels plant
during 1995.  Natural gas (in lieu of coal) is the other major energy source
used at New Braunfels, accounting for approximately 34 percent of that
facility's total fuel usage in 1995.  Coal for both locations and gas for New
Braunfels are readily available from numerous suppliers.

    Primary energy supplies for both segments have been ample and have not
been a factor in terms of curtailed plant operations.  No major shift in
energy use patterns for either segment is anticipated.

    Seasonality/Cyclicality.  
    -----------------------
    Refractory sales are moderately seasonal and are directly related to
cyclical fluctuations in production levels and new plant additions by
refractory end-users.

                               -6-
<PAGE>

    Lime demand is fairly uniform except for the negative impact of adverse
weather on soil stabilization shipments.  This factor is significant in Texas
and surrounding states as soil stabilization shipments for road construction
projects are somewhat depressed between November and February due to typically
rainy weather conditions.

    Both of the Company's industry segments are sensitive to cyclical
fluctuations in the iron, steel and non-ferrous metals industries.  APG Lime
is also sensitive to cyclical fluctuations in the pulp and paper processing
industries.

    Order Backlog.  
    -------------
    Order backlog for refractories varies by month within a moderate range. 
The order backlog believed to be firm was approximately $31.5 million and
$19.0 million at December 31, 1995 and 1994, respectively, requiring eleven to
twelve weeks to service for 1995 as compared with nine to ten weeks for 1994.
A significant portion of the 1995 increase was due to increased demand for
silica brick, primarily as a result of coke oven rebuilds in the steel
industry and glass oven rebuilds.  While this high demand level is expected to
continue during 1996, it is not necessarily indicative of a long-term trend.
Also contributing to the increased 1995 backlog were increased demand for
precast shapes, increased clay/alumina brick orders from the glass and steel
industries and improvements in reporting procedures from the acquired general
facilities.

    Lime products normally do not have any significant backlog, other than for
soil stabilization backlog related to state highway lettings, which can vary
significantly from period to period.  Such backlog was approximately $3.0
million and $1.2 million at December 31, 1995 and 1994, respectively.

    Competition.  
    -----------
    The refractory industry is highly competitive and demand for refractories
fluctuates with the level of activity in the basic industries.  A. P. Green is
one of six major producers of domestic refractories.  The Company competes
internationally with several major domestic producers and a number of
international companies.  The Company intends to expand its international
refractory sales efforts.  In addition, there are numerous regional domestic
refractory producers.  The major areas of competition in the refractory
industry are service, price and product performance.  Due to the decline of
the United States heavy manufacturing industrial base, the refractory industry
has become more price sensitive in recent years.  New product introductions
are increasing to meet demands of customer operating practices.  More
stringent requirements placed on product quality are being met with improved
quality control at  A. P. Green manufacturing plants to minimize deviations
from refractory manufacturing standards.  The U.K. Bromborough facility and
the Mexico, Missouri, Fulton, Missouri, Sproul, Pennsylvania and Oak Hill,
Ohio plants have been ISO 9002 certified and efforts are being made for
certification of the other major U.S. and Canadian plants.

    The Kimballton, Virginia and New Braunfels, Texas lime plants compete with
three and four primary lime producers, respectively.  Price-sensitive
competition is strong within these areas.

    Capital Expenditures.  
    --------------------
    A. P. Green has implemented a program of maintaining and modernizing its
facilities to improve its competitive position.  In the three years ended
December 31, 1995, A. P. Green invested approximately $22.8 million for such
purposes.  Of those expenditures, 57% ($12.9 million) were for refractories
operations and information systems and 43% ($9.9 million) were for
improvements in lime production and environmental controls.  A. P. Green
believes that these expenditures have provided it with significant cost
reductions in certain segments of its business.

                               -7-
<PAGE>

    Research and Development.  
    ------------------------
    Product and process development activities are principally located at
Mexico, Missouri, in a well equipped facility occupying 43,924 square feet. 
The major objective of the refractory technology department is to maintain 
A. P. Green at the technological forefront of the refractories industry with
development of new and improved refractory products and processes.

    The refractory technology department also is responsible for quality
systems implementation, analytical services, applications engineering, product
installation technical support and technical liaison with foreign operations. 
A pilot plant allows testing during the transition of new products to the
commercial stage.

    Research and development expenditures amounted to approximately $2.9
million, $2.5 million and $2.2 million during 1995, 1994 and 1993,
respectively.

    Significant Customers.  
    ---------------------
    A. P. Green is not dependent upon any single customer or group of
customers on a regular basis, the loss of which would have a materially
adverse effect on A. P. Green.  No customer accounted for more than five
percent of A. P. Green's consolidated annual net sales in 1995, 1994 or
1993.


    Employees.  
    ---------
    The average number of persons employed by A. P. Green during 1995, 1994
and 1993 was 1,966, 1,656 and 1,447, respectively.  Approximately 1,080
employees are members of collective bargaining units.  The represented unions
in the U.S. and Canada are:  the Aluminum Brick and Glass Workers
International Union, the International Brotherhood of Teamsters, Chauffeurs,
Warehousemen and Helpers of America, Laborers International, Brick Layers and
Allied Craftsmen, and the United Steel Workers of America.  The represented
unions in the United Kingdom are:  the Transport and General Workers' Union,
the Amalgamated Union of Engineering Workers and the Union of Construction and
Allied Trades.  The represented union in Monterrey, Mexico is the Federation
Nacional de Sindicatos Independientes.  Five-year collective bargaining
agreements were successfully negotiated in 1993 with the unions represented at
the Mexico, Missouri and Fulton, Missouri plants, in 1994 with the unions
represented at the Bessemer, Alabama and Little Rock, Arkansas plants and in
1995 with the unions represented at the Sulphur Springs, Texas, Gary, Indiana
and Smithville, Ontario plants.  New collective bargaining agreements are to
be negotiated during 1996 at the Oak Hill, Ohio, Lehi, Utah, Rockdale,
Illinois and Sproul, Pennsylvania plants.  A. P. Green considers its relations
with its employees to be good.

    Environmental Matters.  
    ---------------------
    Laws and regulations currently in force which do or may affect 
A. P. Green's domestic operations include the Federal Clean Water Act, the
Reauthorized Clean Air Act of 1990, the National Environmental Policy Act of
1969, the Solid Waste Disposal Act (including the Resource Conservation and
Recovery Act of 1976), the Comprehensive Environmental Response, Compensation
and Liability Act (including the Superfund Amendments and Reauthorization Act
of 1986), the Federal Surface Mining Control and Reclamation Act, the Toxic
Substances Control Act, regulations under these Acts, the environmental
protection regulations of various governmental agencies (e.g., the Bureau of
Land Management Surface Management Regulations, Forest Service Regulations,
Environment Canada Regulations and Department of Transportation Regulations)
and laws and regulations concerned with mining techniques, reclamation of
mined lands, air and water pollution and solid waste disposal. 

                               -8-
<PAGE>

    In Europe, environmental laws and regulations currently in force which do
or may affect the Company's United Kingdom subsidiary include the Rivers
(Prevention of Pollution - Scotland) Act of 1951, the Clean Air Act of 1968,
the Control of Pollution Act of 1974 (amended in 1989), the Health and Safety
at Work Act of 1974, the EC Waste Framework Directive of 1975, the Waste
Regulation and Disposal (Authorities) Order of 1985, the Control of Substances
Hazardous to Health Regulations of 1988, the Water Act of 1989, the
Environmental Protection Act of 1990, local authority air pollution control,
German packaging regulations and the Belgium eco-tax on waste disposal of
packaging products. 

    Environmental laws and regulations currently in force in Mexico which do
or may affect the Company's Mexican subsidiary include Control of Hazardous
Substances and Registry, Health and Safety Meeting Registration and Land
Surface Management Regulations.

    From time to time, the Company experiences on-site inspections by
environmental regulatory authorities who may impose penalties or require
remedial actions.  A. P. Green believes that it has substantially complied
with, and it intends in the future to so comply with, all laws and regulations
(including foreign) governing pollution control and other environmental
conditions in all material respects.  Such compliance has not had, and is not
expected to have, a material adverse effect upon A. P. Green's earnings or
competitive position.  Information regarding environmental and
asbestos-related legal proceedings is set forth in Note 18 of Notes to
Consolidated Financial Statements which are included in A. P. Green's 1995
Annual Report to Stockholders and incorporated herein by reference.  Capital
expenditures have been made over the last several years and are planned in
1996 to install dust and emissions control equipment to improve the impact on
the environment of refractory and lime manufacturing operations.

    Patents, Trademarks, and Licenses.  
    ---------------------------------
    All major product brand names, as well as the "A. P. Green" name, are
registered in the United States and numerous other countries.  A. P. Green
currently holds 23 U.S. patents, and had one patent application outstanding at
December 31, 1995.  The expiration of these patents will not have a
significant financial impact on A. P. Green.  A. P. Green has aggressively
licensed its refractory technology and formulations to refractory producers
around the world.  Currently, there are 12 license agreements with foreign,
unaffiliated companies, three of which cover A. P. Green's full range of
refractory products and nine of which are for limited product lines.

d)  Financial Information About Foreign and Domestic Operations and Export
    ----------------------------------------------------------------------
    Sales
    -----
    Financial information regarding geographic segments of A. P. Green is set
forth in Note 19 of Notes to Consolidated Financial Statements which is
included in A. P. Green's 1995 Annual Report to Stockholders and incorporated
herein by reference.

                               -9-
<PAGE>

ITEM 2.  PROPERTIES

General
- -------
    A. P. Green's principal properties are owned, except as noted, and none of
the owned properties are subject to encumbrances, except for buildings and
equipment at the Bessemer, Alabama plant and land and buildings at the
Ellisville, Mississippi plant used to secure the industrial development
revenue bond indebtedness at those plants.  The buildings are adequate and
suitable for the purposes for which they are used, have been well maintained,
are in sound operating condition and are in regular use.

Headquarters
- ------------
    The headquarters of A. P. Green, which consists of 62,800 square feet of
floor space, is located in Mexico, Missouri.

Refractory Manufacturing Facilities
- -----------------------------------
    The following table describes the U.S. refractory  manufacturing 
facilities operated by A. P. Green.  Facilities are owned unless otherwise
indicated.  Plants in Hitchins, Kentucky, Troup, Texas and Warren, Ohio,
obtained in the General acquisition, are excluded as they are no longer in
operation and are currently held for sale.

Location and Nature               Approximate Square       Products
of Property                       Feet of Floor Space      Manufactured
- -------------------               -------------------      ------------
Bessemer, Alabama                     150,300              High Alumina and
  Manufacturing buildings,                                 Fireclay Brick
  rail and office

Ellisville, Mississippi                20,000              Board and Special
  Manufacturing and office                                 Shape Refractory
  building                                                 Fiber Products

Fulton, Missouri                      240,200              High Alumina Brick,
 Manufacturing buildings,                                  including Tar
 rail and office                                           Impregnated and 
                                                           Coked Brick

Gary, Indiana                          98,500              Cast Shapes &
 Manufacturing buildings                                   Castables
 and office

Lehi, Utah                            120,000              High Alumina,
 Manufacturing buildings                                   Silica and Basic
 Rail and office                                           Brick; Castables

                               -10-

<PAGE>

Location and Nature                     Approximate Square     Products
of Property                        Feet of Floor Space    Manufactured
- -------------------                -------------------    ------------
Little Rock, Arkansas                  37,800               Calcined
Refractory
 Clay storage building,                                     Clay,
 rotary calcining kiln,                                    Refractory Clay
 rail and office

Mexico, Missouri                    1,142,700              Fireclay, High
 Manufacturing buildings,                                  Alumina and 
 rail and office                                           Insulating Brick;
                                                           Zirconia Brick;
                                                           Mortars, Plastics,
                                                           Castables and Light
                                                           Weight Aggregate

Middletown, Pennsylvania              111,200              Cast Shapes
  Manufacturing buildings
  and office

Minerva, Ohio                           9,500              Light Weight
  Leased manufacturing                                     Aggregate and   
building and office                                      Castables
  
Oak Hill, Ohio                        111,100              Mortars, Plastics
  Manufacturing buildings,                                 and Castables
  rail and office

Pryor, Oklahoma                        65,800              Industrial Ceramic
  Manufacturing buildings,                                 Fiber Insulation
  rail and office

Pueblo, Colorado                        1,600              Fireclay
  Maintenance shop and office

Rockdale, Illinois                     78,000              Basic Brick
  Manufacturing buildings,
  rail and office

Sproul, Pennsylvania                  102,100              Mortars, Plastics 
  Manufacturing buildings,                                 and Castables
  rail and office

Sulphur Springs, Texas                193,100              Fireclay and High
  Manufacturing buildings,                                 Alumina Brick;
  rail and office                                          Mortars, Plastics
                                                           and Castables
                               -11-
<PAGE>

Location and Nature                 Approximate Square     Products
of Property                         Feet of Floor Space    Manufactured
- -------------------                 -------------------    ------------
Thomasville, Georgia                   24,000              Cast Shapes
  Leased manufacturing
  buildings and office


Mineral Properties
- ------------------
    Most of the refractory plants listed above utilize clay and/or silica,
which A. P. Green mines or quarries from deposits leased or owned, or
purchases from various sources.  Clay and silica deposits include properties
known to contain commercially recoverable quantities based on core and/or
auger drilling, laboratory testing, surveying and mapping.  Such properties
are held outright in fee simple; under mineral deeds which convey title to all
clay or minerals with full rights of ingress, egress and mining; and under
lease.  The clay reserves are located in Alabama, Arkansas, Colorado, Georgia,
Idaho, Missouri, Ohio and Texas, and a silica mine is located in Utah.

Distribution Centers/Sales Offices
- ----------------------------------
    A. P. Green operates distribution centers and maintains refractory stocks
and sales offices as indicated in the listing below.  All distribution centers
are on ground level and range up to approximately 22,000 square feet.  With
the exception of Chicago, Illinois, Baton Rouge, Louisiana and St. Louis,
Missouri, which are owned, the distribution centers/sales office facilities
are leased under initial lease terms of one to 20 years.

Distribution Center/Sales Office Locations:

Atlanta, Georgia                            Kearny, New Jersey
Austin, Texas                               Knoxville, Tennessee
Baltimore, Maryland                         Lehi, Utah
Baton Rouge, Louisiana                      Los Angeles, California
Birmingham, Alabama                         Minneapolis, Minnesota
Boston, Massachusetts                       Orange, Connecticut
Buffalo, New York                           Philadelphia, Pennsylvania
Charlotte, North Carolina                   Pittsburgh, Pennsylvania
Chicago, Illinois                           Portland, Oregon
Cincinnati, Ohio                            Roanoke, Virginia
Cleveland, Ohio                             Rockford, Illinois
Dallas, Texas                               St. Louis, Missouri
Detroit, Michigan                           Salt Lake City, Utah
East Moline, Illinois                       San Francisco, California
Evansville, Indiana                         Seattle, Washington
Houston, Texas                              Spokane, Washington
Kansas City, Missouri                       Tampa, Florida

                               -12-
<PAGE>

Lime Operations
- ---------------
    APG Lime operates two industrial lime manufacturing plants.  The facility
at Kimballton, Virginia consists of an underground mine, rail and various
plant buildings, totaling approximately 83,700 square feet of floor space,
situated on approximately 680 owned acres.  This plant primarily manufactures
industrial lime products and a small amount of soil stabilization lime.
APG Lime owns one-half of the mineral rights under national forest property
adjacent to the Kimballton plant by royalty lease from the Bureau of Land
Management.  Such lease was renewed for an additional 20-year term in 1988. 
The royalty is 2.5 percent of the nominal value of limestone mined.  The New
Braunfels, Texas facility consists of a surface mine, rail and various plant
buildings, totaling approximately 81,000 square feet of floor space, situated
on approximately 1,010 owned acres.  This plant manufactures industrial lime
products, soil stabilization lime and lime-based mortars.  

Canadian Subsidiary
- -------------------
    A. P. Green Refractories (Canada) Ltd., a wholly owned subsidiary of 
A. P. Green, owns 17,100 square feet of manufacturing space at Acton, Ontario
to produce crucibles used by the precious metal assaying industry and vacuum
formed fiber products.  1086215 Ontario, Inc., a wholly owned subsidiary of 
A. P. Green Refractories (Canada) Ltd., owns a 170,000 square foot building in
Smithville, Ontario used for manufacturing and storage of basic brick,
refractory mortars, cements, plastics and castables.  In addition, raw
materials, which are imported principally from A. P. Green's U. S. facilities,
are stored there.  Distribution centers and/or sales offices are maintained at
the following locations:  Delta, British Columbia; Edmonton, Alberta;
Montreal, Quebec; Ottawa, Ontario; Quebec City, Quebec; Toronto, Ontario; and
Winnipeg, Manitoba.  All of the facilities are leased under initial lease
terms of one to five years. 

United Kingdom Subsidiaries
- ---------------------------
    A. P. Green Refractories Limited, a wholly owned subsidiary of A. P. Green
Industries, Inc., leases and operates its headquarters and manufacturing
facility in Bromborough, Wirral, England.  A full range of specialties,
including mortars, plastics and dense and light weight castables are
manufactured in a 76,600 square foot building at this location.  Distribution
centers and sales offices are maintained in Bromborough, Sheffield and London
in England and Risca in Wales to ensure complete customer coverage in the U.K. 
All of these facilities are leased under initial lease terms of one to nine
hundred ninety-nine years.

    Liptak Bradley Limited, a wholly owned subsidiary of A. P. Green
Refractories Limited, operates out of the same premises in  Bromborough,
providing a refractory installation service using exclusively A. P. Green
products.

Mexican Subsidiary
- ------------------
    A. P. Green de Mexico SA de CV, a 51% owned subsidiary of A. P. Green
Refractories Inc., owns and operates a manufacturing facility located in
Salinas Victoria near Monterrey, Mexico.  Cast shapes, castables, mortars and
plastics are manufactured in a 53,800 square foot facility at this location.

                               -13-
<PAGE>

Indonesian Subsidiary
- ---------------------
    PT  A.  P.  Green  Indonesia,  a subsidiary owned  80%  by  A. P. Green
Industries, Inc.  and 20% by A. P. Green Refractories, Inc., is constructing a
43,400 square foot castables manufacturing facility in West Java, Indonesia.

ITEM 3.  LEGAL PROCEEDINGS

    Information regarding legal proceedings is set forth in Note 18 of Notes
to Consolidated Financial Statements which is included in A. P. Green's 1995
Annual Report to Stockholders and incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable.


                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

    The information set forth below the caption "Common Stock, Market Prices
and Dividends" on page 36 of A. P. Green's 1995 Annual Report to Stockholders
is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL INFORMATION

    The information set forth below the caption "Comparative Five-Year
Summary" on page 35 of A. P. Green's 1995 Annual Report to Stockholders is
incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

    The information set forth below the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 13 through
18 of A. P. Green's 1995 Annual Report to Stockholders is incorporated herein
by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The consolidated financial statements of A. P. Green as of December 31,
1995 and 1994 and for each of the years in the three-year period ended
December 31, 1995, and notes thereto (including the quarterly supplementary
data) and the Independent Auditors' Report appear on pages 19 through 34 of
A. P. Green's 1995 Annual Report to Stockholders and are incorporated herein
by reference.  The Independent Auditors' Report for the financial statement
schedule for each of the years in the three-year period ended December 31,
1995, and the financial statement schedule required by Regulation S-X appear
on pages F-1 through F-2 of this Annual Report on Form 10-K.

                               -14-
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

    Not applicable.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information regarding directors is contained in A. P. Green's Proxy
Statement for the 1996 Annual Meeting of Stockholders under the caption "Item
1 - Election of Directors" and is incorporated herein by reference.

    The following is a list as of March 25, 1996 of the names and ages of the
executive officers of A. P. Green and all positions and offices with 
A. P. Green presently held by the person named.  There is no family
relationship between any of the named persons.

Name                    Age       All Positions Held With A. P. Green
- ----                    ---       -----------------------------------
Paul F. Hummer II       54        Chairman of the Board,
                                  President and Chief Executive Officer

Jurgen H. Abels         51        Vice President, International

Max C. Aiken            58        Executive Vice President

David G. Binder         59        Vice President and Controller

Ronald L. Bramblett     58        Vice President, Human Resources

Michael B. Cooney       55        Senior Vice President, Law/Administration
                                  and Secretary

Frank J. Cordie         43        Vice President, Refractory Manufacturing

Daniel Y. Hagan         56        Vice President, Refractory Sales

Orville Hunter, Jr.     57        Vice President, Refractory Technology

John L. Kelsey          45        Vice President, Refractory Marketing

Gary L. Roberts         49        Vice President, Chief Financial Officer and
                                  Treasurer

    The executive officers were appointed by, and serve at the pleasure of,
the Board of Directors of A. P. Green.  Except for Mr. Cordie, all executive
officers have held the position listed or another position with A. P. Green or
an entity affiliated with A. P. Green for at least five years.  Mr. Cordie was
Regional Director, Refractory Production of A. P. Green from October 1995 to
February 1996 and Vice President of Production at Jenkins Brick Co. from
February 1991 to September 1995.  

                               -15-
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

    Information regarding executive compensation is contained in A. P. Green's
Proxy Statement for the 1996 Annual Meeting of Stockholders under the caption
"Compensation of Executive Officers" and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Information regarding security ownership of certain beneficial owners and
management is contained in A. P. Green's Proxy Statement for the 1996 Annual
Meeting of Stockholders under the captions "Voting Securities and the
Principal Holders Thereof" and "Security Ownership by Management" and is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Not applicable.

                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a) 1.   Consolidated Financial Statements
         ---------------------------------
    The following Consolidated Financial Statements of A. P. Green are
contained in A. P. Green's 1995 Annual Report to Stockholders on the following
pages thereof:
                                                                Annual Report
                                                               Page Reference
                                                               --------------
    Consolidated Statements of Earnings - Years Ended
         December 31, 1995, 1994 and 1993                            19

    Consolidated Statements of Financial Position -
         December 31, 1995 and 1994                                  20

    Consolidated Statements of Stockholders' Equity -
         Years Ended December 31, 1995, 1994 and 1993                21

    Consolidated Statements of Cash Flows - Years Ended
         December 31, 1995, 1994 and 1993                            22

    Notes to Consolidated Financial Statements -
         December 31, 1995, 1994 and 1993                          23-24

    Independent Auditors' Report as of December 31, 1995 
         and 1994 and for each of the years in the
         three-year period ended December 31, 1995                   34

                               -16-
<PAGE>

    2.   Financial Statement Schedule
         ----------------------------
    The following financial statement schedule of A. P. Green and the
accompanying Independent Auditors' Report are set forth on the following pages
of this Annual Report on Form 10-K:

                                                               Form 10-K       
                                                            Page Reference
                                                            --------------
    Independent Auditors' Report on the consolidated financial
      statement schedule for each of the years in the three-year
      period ended December 31, 1995.                              F-1

    Schedule II     Valuation and Qualifying Accounts              F-2

    Some schedules have been omitted because they are not applicable, are not
required or the information is included in the consolidated financial
statements or notes thereto.   

    3.   Exhibits
         --------
    Exhibit No.
    -----------
    3(a)      Restated Certificate of Incorporation of A. P. Green is
              incorporated herein by reference to Exhibit 3(a) of A. P.
              Green's Annual Report on Form 10-K for the year ended December
              31, 1987.

    3(b)      By-Laws of A. P. Green, as amended on November 16, 1995.

    4(a)      Specimen Common Stock Certificate of A. P. Green is
              incorporated herein by reference to Exhibit 4.1 of the
              Registration Statement on Form 10, dated February 3, 1988.

    4(b)      Rights Agreement, dated as of December 22, 1987, between
              A. P. Green and Harris Trust and Savings Bank, as Rights Agent,
              is incorporated herein by reference to Exhibit 4.2 of the
              Registration Statement on Form 10, dated February 3, 1988.

    4(c)      Note Purchase Agreement, dated July 28, 1994, by and between 
              A. P. Green and  certain of its subsidiaries and the purchasers 
              of the unsecured notes, is incorporated herein by reference to
              Exhibit 10.1 of A. P. Green's Current Report on Form 8-K dated
              August 12, 1994.

    10(a)     A. P. Green Refractories Co. Supplemental Retirement Plan
              is incorporated herein by reference to Exhibit 10.10 of the
              Registration Statement on Form 10, dated February 3, 1988.

    10(b)     1987 Long-Term Performance Plan of A. P. Green is
              incorporated herein by reference to Exhibit 10(l) of 
              A. P. Green's Annual Report on Form 10-K for the year ended
              December 31, 1987.

                               -17-
<PAGE>

    10(c)     1989 Long-Term Performance Plan of A. P. Green is
              incorporated herein by reference to Exhibit 10(m) of 
              A. P. Green's Annual Report on Form 10-K for the year ended
              December 31, 1988.

    10(d)     Form of A. P. Green Management Incentive Compensation Plan.

    10(e)     Form of Indemnification Agreement between A. P. Green and
              each of its Directors and Officers is incorporated herein
              by reference to Exhibit 10(m) of A. P. Green's Annual
              Report on Form 10-K for the year ended December 31, 1987.

    10(f)     Termination Compensation Agreement, dated March 1, 1988,
              between A. P. Green and Paul F. Hummer II, is incorporated
              herein by reference to Exhibit 10(o) of A. P. Green's
              Annual Report on Form 10-K for the year ended December 31,
              1987.

    10(g)     Termination Compensation Agreement, dated November 16,
              1988, between A. P. Green and Michael B. Cooney, is
              incorporated herein by reference to Exhibit 10(r) of 
              A. P. Green's Annual Report on Form 10-K for the year ended
              December 31, 1988.

    10(h)     Form of Addendum No. 1 of Termination Compensation
              Agreement, dated October 19, 1989, by and between 
              A. P. Green and Paul F. Hummer II or Michael B. Cooney, is
              incorporated herein by reference to Exhibit 10(w) of
              A. P. Green's Annual Report on Form 10-K for the year ended
              December 31, 1989.

    10(i)     Form of  Termination  Compensation  Agreement,  dated 
              October  19,  1989, between A. P. Green and Gary L. Roberts
              or Max C. Aiken, is incorporated herein by reference to
              Exhibit 10(x) of A. P. Green's Annual Report on Form 10-K
              for the year ended December 31, 1989.

    10(j)     1993 Performance Plan of A. P. Green is incorporated herein
              by reference to Exhibit 10(j) of A. P. Green's Annual
              Report on Form 10-K for the year ended December 31, 1993.

    10(k)     Asset Acquisition Agreement, dated July 11, 1994, by and
              among General Refractories Company and certain of its
              affiliates and A. P. Green and certain of its affiliates,
              is incorporated herein by reference to Exhibit 2.1 of 
              A. P. Green's Current Report on Form 8-K dated August 12, 1994.

    10(l)     Retirement Plan for Directors, dated February 16, 1995, is
              incorporated herein by reference to Exhibit 10(l) of 
              A. P. Green's Annual Report on Form 10-K for the year ended
              December 31, 1994. 

    10(m)     A. P. Green Industries, Inc. Supplemental Retirement Income
              Plan, executed October 12, 1994, effective January 1, 1995,
              is incorporated herein by reference to  Exhibit 10(m) of 
              A. P. Green's Annual Report on Form 10-K for the year ended
              December 31, 1994.
         
    13        A. P. Green's 1995 Annual Report to Stockholders.

                               -18-
<PAGE>

    21        Subsidiaries of A. P. Green 

    23        Consent of KPMG Peat Marwick LLP

    27        Financial Data Schedule as of December 31, 1995.

(b) Reports on Form 8-K.  None.

(c) See Item 14(a) above.

(d) See Item 14(a)(2) above.

                               -19-
<PAGE>      

                            SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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


Dated:  March 4, 1996                    By:   /s/ Michael B. Cooney       
                                         --------------------------------
                                    
                                     Michael B. Cooney, Senior Vice
                                     President, Law/Administration and
                                     Secretary

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature                              Title               Date
- ---------                              -----               ----

 /s/ Paul F. Hummer II      Chairman of the Board,     March 4, 1996
Paul F. Hummer II           President, Chief Executive 
                            Officer and Director
                            (Principal Executive Officer)

                            Vice President, Chief
 /s/ Gary L. Roberts        Financial                  March 4, 1996
Gary L. Roberts             Officer and Treasurer
                            (Principal Financial and
                            Accounting Officer)

 /s/ Donald E. Lasater      Director                   March 13, 1996
Donald E. Lasater


 /s/ P. J. O'Bryan          Director                   March 18, 1996
P. J. O'Bryan


 /s/ Daniel R. Toll         Director                   March 13, 1996
Daniel R. Toll


 /s/ William F. Morrison    Director                   March 25, 1996
William F. Morrison

                               -20-
<PAGE>

                   INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
A. P. Green Industries, Inc.:




Under date of February 9, 1996, we reported on the consolidated statements of
financial position of A. P. Green Industries, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995, as contained in the 1995 annual
report to stockholders.  These consolidated financial statements and our
report thereon are incorporated by reference in the annual report on Form
10-K for the year 1995.  In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule as listed in the accompanying index.  This
financial statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion on this financial
statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.  As
discussed in note 5 of notes to consolidated financial statements, the Company
changed its method of accounting for postemployment benefits in 1994.


/s/ KPMG PEAT MARWICK LLP



St. Louis, Missouri                        
February 9, 1996













                               F-1
<PAGE>

                           SCHEDULE II




                   A. P. GREEN INDUSTRIES, INC.
                     SUPPLEMENTAL INFORMATION
                VALUATION AND QUALIFYING ACCOUNTS



An analysis of doubtful accounts for 1993, 1994 and 1995 is as follows:


                                                         Doubtful
                                                         Accounts
                                                         --------
                                                 (Dollars In Thousands)
 
 
Balance, December 31, 1992                                $1,309 
Additions in 1993 -
  Current Year Provision                                     143 
Less - Receivables written off, net                         (254)
                                                          ------

Balance, December 31, 1993                                 1,198 
Additions in 1994 -
  Current Year Provision                                     373 
  Acquisition of General Refractories                      1,088 
Less - Receivables written off, net                         (667)
                                                          ------

Balance December 31, 1994                                  1,992 
Additions in 1995-
  Current year provision                                     120       
  Acquisitions                                               247      
Less - Receivables written off, net                         (429)          
                                                          ------

Balance, December 31, 1995                                $1,930 
                                                          ======








                               F-2
<PAGE>

                                                                
                                                             Exhibit 3(b)
                                                             to Form 10-K





















                                     BYLAWS



                                  	   of



                           A. P. GREEN INDUSTRIES, INC.

                                   (Delaware)



                             As of December 18, 1987



                            Amended November 16, 1995



































































                                    BYLAWS



                                      of



                          A. P. GREEN INDUSTRIES, INC.



                                   ARTICLE I



                                 O F F I C E S



	The principal office of the corporation in the State of
Delaware shall be in the City of Wilmington, County of New
Castle.  The corporation may have such other offices, either
within or without the State of Delaware, as the business of the
corporation may require from time to time.



                                  ARTICLE II



                            S T O C K H O L D E R S



                                ANNUAL MEETING



	Section 1.  The date and time of the annual meeting of
stockholders shall be determined by or under the authority of
the board of directors as permitted by law for the purpose of
electing directors and the transaction of such other business as
may properly come before the meeting.  If the election of
directors shall not be held on the date designated for such
annual meeting or at any adjournment thereof, the board of
directors shall cause the election to be held at a special
meeting of the stockholders as soon thereafter as conveniently
may be.



                                SPECIAL MEETINGS



	Section 2.  Special meetings of the stockholders may be called
at any time by the chief executive officer of the corporation or
by the secretary upon a request in writing of a majority of the
board of directors.  Such request shall state the purpose or
purposes of the proposed meeting.



                                PLACE OF MEETINGS



	Section 3.  All meetings of the stockholders for the election
of directors shall be held in the City of Mexico, State of
Missouri, or at such other place as may be fixed from time to
time by the board of directors.  Meetings of stockholders for
any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.



                               NOTICE OF MEETINGS



	Section 4.  Written notice stating the place, day and hour of
the meeting, and in the case of a special meeting the purpose or
purposes for which the meeting is called, shall be given by mail
to each stockholder entitled to vote thereat not less than ten
(10) days, nor more than fifty (50) days before the date of the
meeting.  Such notice, when mailed, shall be deemed to be
delivered when deposited in the United States mail in a sealed
enveloped addressed to the stockholder at his address as it
appears on the records of the corporation, with postage prepaid.



                            QUORUM AND VOTE REQUIRED



	Section 5.  (a)  The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of such
business except as otherwise provided by statue or by the
certificate of incorporation.  If, however, such quorum shall
not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally
scheduled.



		(b)  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the certificate
of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of
such question.



                            ORGANIZATION OF MEETING



	Section 6.  The chairman of the board of directors, or in his
absence or if there is no chairman of the board of directors,
the president of the corporation, or in his absence, the vice
presidents in the order of their election, shall preside as
chairman of all meetings of the stockholders.  In the absence of
all such persons, the meeting shall select, by majority vote, a
stockholder present at the meeting to act as chairman.  The
secretary of the corporation, or in his absence, an assistant
secretary, shall act as secretary of all meetings of the
stockholders, and in the absence of the secretary or an
assistant secretary, the chairman shall appoint some other
person to act as secretary of the meeting.



                                VOTING OF STOCK



	Section 7.  On each matter submitted to a vote at a meeting of
the stockholders, each holder of common stock shall be entitled
to one vote in person or by proxy for each share of common stock
held by the stockholder.  No proxy shall be voted after three
years from its date unless otherwise provided in the proxy, and,
except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of
stock shall be voted at any election for directors which has
been transferred on the books of the corporation within twenty
(20) days next preceding such election of directors.  In all
elections for directors each stockholder shall have the right to
vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected.





                      VOTING OF SHARES BY CERTAIN HOLDERS



	Section 8.  (a)  Each share standing in the name of another
corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe
or, in the absence of such by-law provisions, as the board of
directors of such corporation may determine.



	(b)  Shares standing in the name of a deceased person may be
voted by his administrator or executor either in person or by
proxy.  Persons holding stock in a fiduciary capacity may vote
the shares so held in person or by proxy.  Shares standing in
the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority
so to do be contained in an appropriate order of the court by
which such receiver was appointed.  A stockholder whose shares
are pledged shall be entitled to vote such shares in person or
by proxy, unless in the transfer by the pledgor on the books of
the corporation he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy may
represent the stock and vote thereon.



	(c)  Shares of stock of this corporation belonging to the
corporation shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number
of outstanding shares at any given time, but such shares held by
the corporation in a fiduciary capacity may be voted and shall
be counted in determining the total number of outstanding shares
at any given time.



                                 VOTING LISTS

 

	Section 9.  The officer or agent having charge of the stock
ledger for the shares of the corporation shall prepare and make,
at least ten (10) days before each meeting of the stockholders
at which directors are to be elected, a complete list of the
stockholders entitled to vote at such meeting, arranged in
alphabetical order with the address of and the number of shares
registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, during ordinary
business hours, for a period of at least ten (10) days prior to
such meting, at the place where the meeting is to be held.  Such
list shall be produced and kept at the time and place of the
meeting during the whole time thereof and shall be subject to
the inspection of any stockholder who may be present.  The
original stock ledger shall be prima facie evidence as to who
are the stockholders entitled to examine such stock ledger and
to vote at any meeting of the stockholders.



                           CLOSING OF TRANSFER BOOKS



	Section 10.  The board of directors may close the stock
transfer books of the corporation for a period not exceeding
sixty (60) days preceding the date of any meeting of
stockholders or the date for payment of any dividend, or the
date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect, or
for a period not exceeding sixty (60) days in connection with
obtaining the consent of stockholders for any purpose.  In lieu
of closing the stock transfer books as aforesaid, the board of
directors may fix in advance a date, not exceeding sixty (60)
days preceding the date of any meeting of stockholders, or the
date of the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of
the corporation after any such record date fixed as aforesaid.



                                  ARTICLE III



                               D I R E C T O R S

   

                                 GENERAL POWERS



	Section 1.  The business and affairs of the corporation shall b
managed by a board of directors which may exercise all the
powers of the corporation and do all such lawful acts and things
as are not by statute or by the certificate of incorporation or
by these by-laws directed and required to be exercised or done
by the stockholders.



                               NUMBER AND TENURE

   

	Section 2.  The number of directors which shall constitute the
whole board shall be not fewer than three (3) nor more than
twelve (12).  Subject to the above limits, the total number of
directors shall be determined from time to time by resolution of
the board of directors.  The number of directors shall be
divided into three classes, as nearly equal in number as may be.
At each annual meeting after the initial classification and
election of directors, directors shall be elected to succeed
those whose terms expire at such annual meeting and each
director so elected shall hold office for a term expiring at the
third annual meeting of stockholders after his election and
until his successor shall be duly elected and qualified; 
provided, however, that no person shall be eligible for election
or re-election as a director if such person will have reached
his 70th birthday on or before the date of such election or
re-election, and no officer-director shall serve as such beyond
the date he ceases to be an officer.  Directors need not be
stockholders.



                                   VACANCIES





	Section 3.  Newly created directorships resulting from any
increase in the authorize number of directors and vacancies in
the board of directors from death, resignation, retirement,
disqualification, removal from office or other cause, shall be
filled by a majority vote of the directors then in office, and
each director so chosen shall hold office for a term expiring at
the annual meeting of stockholders at which the term of the
class to which he shall have been elected expires, and until his
successor shall be duly elected and qualified.





                               REGULAR MEETINGS



	Section 4.  Regular meetings of the board of directors shall be
held immediately after the annual meeting of stockholders in
each year and at 10:00 o'clock in the forenoon upon the second
Wednesday in the months of February, August and November in each
year.  If the day fixed for any such regular meeting shall be a
legal holiday, the meeting shall be held on the next succeeding
day which is not a legal holiday.

   

                               SPECIAL MEETINGS



	Section 5.  Special meetings of the board of directors may be
called at any time by the chief executive officer of the
corporation, or by the secretary upon the request of not less
than one-third (1/3rd) of the directors then in office.



                              PLACE OF MEETINGS



	Section 6.  All meetings of the board of directors, whether
regular or special, shall be held at the office of the
corporation in Chicago, Illinois; provided, however, that any
meeting, whether regular or special, may be held at such other
place as the board of directors may from time to time determine
by resolution or as may be fixed in a notice of the meeting or
as may be fixed in any waiver of notice signed by all of the
directors.



                              NOTICE OF MEETINGS



	Section 7.  No notice of the holding of any regular meeting of
the board of directors is required.  Written notice of any
special meeting shall be given by mail to each director not less
than five (5) days before the date of the meeting, or by
telegram or cable not less than two (2) days before the date of
the meeting, or by telephone not less than twenty-four (24)
hours before the time of the meeting, with written confirmation
of notice by telephone to be mailed promptly.  If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, in a sealed envelope addressed to the
director at his address as it appears on the records of the
corporation, with postage prepaid.  If such notice is given by
telegram or cable, the same shall be deemed to be delivered when
delivered to any telegraph company with charges prepaid and
addressed to the director at his address as it appears on the
records of the corporation.  Attendance of any director at any
special meeting shall constitute a waiver of notice of such
meeting except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the
purpose of, any special meeting of the board of directors need
be stated in the notice or waiver of notice of such meeting.



                                    QUORUM



	Section 8.  A majority of the board of directors shall
constitute a quorum for the transaction of business, but if at
any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting
from time to time.  The affirmative vote of a majority of all
directors shall be necessary for the passage of any resolution
unless a greater vote is required in these by-laws or the
certificate of incorporation.



                            ORGANIZATION OF MEETING



	Section 9.  At meetings of the board of directors, the chairman
of the board, if there be such officer, or , in his absence, the
president, shall preside as chairman of the meeting.  In the
absence of both of them, the meeting shall elect a director,
present at the meeting, to act as chairman.  The secretary of
the corporation, or, in his absence, an assistant secretary,
shall act as secretary of all meetings of the board of
directors, and, in the absence of all such persons, the chairman
of the meeting shall appoint some other person to act as
secretary off the meeting.



                           COMPENSATION OF DIRECTORS



	Section 10.  Directors as such shall not receive any salary for
their services, except that each director not otherwise employed
by the corporation, or an affiliated corporation, shall be
entitled to be paid his expenses, if any, of attendance at such
meetings and such remuneration as the board of directors may
from time to time determine.  Nothing herein contained shall be
construed to preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.



                                  ARTICLE IV



                 C O M M I T T E E S   O F   D I R E C T O R S



                       DESIGNATION OF STANDING COMMITTEES



	Section 1.  The corporation shall have the following standing
committees:



		(a)  An Executive Committee which shall have and may exercise
all the authority of the board of directors during the intervals
between meetings of the board of directors in the management of
the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which
may require it.  The committee shall consist of not less than
four members of the board of directors and shall include the
chairman of the board and the president as members.



		(b)  An Audit Committee which shall (1) select and employ, on
behalf of the corporation, subject to ratification of
stockholders, a firm of certified public accountants whose duty
shall be to audit the books and accounts of the corporation and
its subsidiaries and affiliated companies for the fiscal year in
which they are appointed; (2)  confer with the auditors
regarding the scope of the audit and other services and the cost
thereof and report periodically to the board of directors; and
(3)  review with the auditors at the conclusion of the audit and
before publication of the audited financial statements, the
findings disclosed during the audit, including compliance with
the corporation's conflict of interest policies, the adequacy of
internal controls, the effectiveness of the internal auditing
function, accounting policies and financial reporting, and the
contemplated form of the statements and opinion.  This committee
shall consist of not less than three members of the board of
directors who are not officers or employees of the corporation.



		(c)  A Compensation and Organization Committee which shall
have the duty:  to review and to make recommendations to the
board of directors with respect to management organization,
succession and development programs, the election of corporate
officers and their salaries and incentive compensation or bonus
awards; to make the decisions required by a committee of the
board of directors under all stock option plans which
corporation has adopted or may adopt; and to approve and report
to the board of directors changes in salary ranges for all major
position categories, and the corporation retirement plans, group
insurance plans, investment plans or other benefit plans and
management incentive compensation or bonus plans.  In addition,
the committee shall confer with the Benefits Administration
Committee established under the corporation retirement plan and
report periodically to the board of directors on the funding of
all qualified pension plans of the corporation and its
subsidiaries and the investment performance of plan funds and,
on behalf of the board of directors, authorize necessary or
desirable changes in actuarial assumptions for funding of the
plans.  The committee shall consist of not less than three
members of the board of directors who are not officers or
employees of the corporation.



                         OTHER COMMITTEES OF DIRECTORS



	Section 2.  The board of directors may, by resolution passed by
a majority of the whole board, designate from time to time other
committees of the board of directors of such number of directors
and with such powers as the board of directors may by resolution
determine.



                        APPOINTMENT OF COMMITTEE MEMBERS



	Section 3.  The board of directors at its meeting following the
annual meeting of stockholders shall designate the directors to
constitute the membership of each standing committee and the
chairman thereof, and such directors shall serve until the
directors' meeting following the next annual meeting of
stockholders; provided, however, that vacancies during the year
on any standing committee shall be filled by the board of
directors so that the membership of each committee shall be
filled at all times; and provided further that in the absence or
disqualification of any member of a committee, the members of
that committee present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously
appoint another member of the board of directors to act at the
meeting in the place of the absent or disqualified member.



                               MEETINGS - QUORUM



	Section 4.  Meetings of each committee may be called by its
chairman or by any two members of the committee or by the chief
executive officer of the corporation or by resolution of the
board of directors.  Each such committee shall fix its own rules
of procedure.  The presence of a majority of the members of a
committee shall be necessary to constitute a quorum for the
transaction of business, and the affirmative vote of a majority
of all the members of the committee shall be necessary for the
adoption of any resolution or the taking of any action.  Each
committee shall report to the board of directors all actions of
the committee at the next directors' meeting following any
meeting of any such committee.  Regular minutes of the
proceedings of each committee shall be kept in a book provided
for that purpose.



                       REMUNERATION OF COMMITTEE MEMBERS



	Section 5.  Members of each committee not regularly employed by
the corporation shall receive such remuneration as may be
determined by resolution of the board of directors.



                                  ARTICLE V



                               O F F I C E R S 



                              GENERAL PROVISIONS



	Section 1.  The officers of the corporation shall be a
president, one or more executive vice presidents, senior vice
presidents, or vice presidents, a treasurer, a secretary and one
or more assistant treasurers and assistant secretaries.  The
board of directors may elect a chairman of the board of
directors and may also elect other officers from time to time
who shall have such authority and perform such duties as may be
prescribed by resolution of the board of directors.  The offices
of treasurer and secretary may be held by the same person.  The
salaries and other compensation of officers shall be fixed by
the board of directors.



                                   ELECTION



	Section 2.  The officers of the corporation shall be elected
annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the
stockholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be.  Vacancies may be filled or new offices
created and filled at any meeting of the board of directors. 
Each officer shall hold office until his successor shall have
been elected and shall have qualified or until his death,
resignation or removal in the manner hereinafter provided, or
until the board of directors shall by resolution determine that
the office shall be left unfilled.  The chairman of the board,
if any, and the president shall be chosen from the members of
the board of directors.



                                    REMOVAL



	Section 3.  Any officer elected by the board of directors may
be removed by the board of directors whenever in its judgment
the best interests of the corporation will be served thereby,
but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.



                     THE CHAIRMAN OF THE BOARD OF DIRECTORS



	Section 4.  The chairman of the board of directors shall be the
chief executive officer of the corporation and shall have
general charge of the business and affairs of the corporation,
subject to the control of the board of directors.  He shall
preside at all meetings of the stockholders and of the board of
directors of the corporation, and by virtue of his office shall
be a member of the Executive Committee.  He may sign and execute
in the name of the corporation all authorized deeds, mortgages,
bonds, contracts and other instruments and, with the secretary
or an assistant secretary, may sign certificates of capital
stock of the corporation.  He shall, in general, perform all
other duties incident to being the chief executive officer of
the corporation, and such other duties as may be prescribed from
time to time by the board of directors.  In the event of the
election of a vice chairman by resolution of the board of
directors, the chairman of the board, or the board of directors,
may designate the vice chairman to assume such duties of the
chairman of the board in his absence as assigned from time to
time and to serve on the Executive Committee in lieu of or
together with the president and the duties of the president
stated in these by-laws, including his membership on the
Executive Committee, would thereby be superseded to the extent
applicable.



                                 THE PRESIDENT



	Section 5.  The president shall be the chief operating officer
of the corporation and shall have direct and active charge of
the business and affairs of the corporation under the direction
of the chairman of the board of directors and subject to control
of the board of directors.  He shall, by virtue of his office,
be a member of the Executive Committee.  He may sign and execute
in the name of the corporation all authorized deeds, mortgages,
bonds, contracts and other instruments and, with the secretary
or an assistant secretary, may sign certificates of capital
stock of the corporation.  He shall, in general, perform all
other duties incident to the office of president, and such other
duties as may be prescribed from time to time by the chairman of
the board or the board of directors.  In the event no chairman
of the board is elected, or in the absence of the chairman of
the board or in case of his inability or refusal to act, the
president shall assume the duties of the chairman of the board.



                 THE EXECUTE VICE PRESIDENTS, THE SENIOR VICE

                     PRESIDENTS, AND THE VICE PRESIDENTS



	Section 6.  The executive vice presidents, if any, in the
chronological order of their election shall, in the absence of
the president, or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the president
and shall perform such other duties and have such other powers
as the board of directors, the chairman of the board, or the
president shall prescribe from time to time.  The senior vice
presidents, if any, in the chronological order of their election
shall, in the absence of the president and all the executive
vice presidents, or in the event of his or their inability or
refusal to act, perform the duties and exercise the powers of
the president and shall perform such other duties and have such
other powers as the board of directors, the chairman of the
board, or the president shall prescribe from time to time.  The
vice presidents in the chronological order of their election
shall, in the absence of the president and all of the executive
vice presidents and senior vice presidents, or in the event of
his or their inability or refusal to act, perform the duties and
exercise the powers of the president and shall perform such
other duties and have such other powers as the board of
directors, the chairman of the board, or the president shall
prescribe from time to time.



                    THE TREASURER AND ASSISTANT TREASURERS



	Section 7.  The treasurer shall have charge and custody of all
funds and securities of the corporation and shall keep full and
accurate accounts of the receipts and disbursements in books
belonging to the corporation, and shall deposit all moneys and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be authorized from time
to time by the board of directors.  He shall disburse the funds
of the corporation as may be required in the conduct of the
business, and shall render to the chief executive officer and
the board of directors, at the regular meetings or whenever they
may require it, an account of all his transactions as treasurer
and of the financial condition of the corporation.  If required
by the board of directors, he shall give the corporation a bond
in such form and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office.  And, in general, he
shall perform all acts incident to the office of treasurer,
subject to the control of the board of directors.  The assistant
treasurers, in the order of their election, shall, in the
absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such
other duties as the board of directors shall prescribe.



                    THE SECRETARY AND ASSISTANT SECRETARIES



	Section 8.  The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and
record all proceedings of the meetings of the board of directors
and the stockholders in books to be kept for those purposes, and
shall perform like duties for any committee of the board of
directors when requested.  He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings
of the board of directors, and he shall be the custodian of the
corporate records and of the seal of the corporation, and shall
have authority to affix the seal to any instrument requiring it,
and when so affixed, it may be attested by his signature.  The
assistant secretaries, in the order of their election, shall, in
the absence or disability of the secretary, perform the duties
and exercise the powers of the secretary and shall perform such
other duties as the board of directors shall prescribe.



                      VOTING SHARES OF OTHER CORPORATIONS



	Section 9.  Unless otherwise ordered by the board of directors,
the chief executive officer or such person as he may appoint
shall have full power and authority, in behalf of the
corporation, to attend any meetings of stockholders of any
corporation in which this corporation may hold stock, and to
vote the shares held by this corporation at any such meeting;
and at any such meeting to possess and exercise any and all
rights and powers incident to the ownership of such shares.



                                   ARTICLE VI



                                D I V I S I O N S



	The chairman of the board may appoint managers of divisions
with such titles (including the title of president or vice
president) as the chairman of the board may determine.  A
division manager shall not, by virtue of such appointment, be an
officer of the corporation within the meaning of Article V of
these by-laws.  However, the appointment shall not preclude the
election and service of a division manager as an officer of the
corporation within the meaning of Article V.  Division managers
shall serve at the pleasure of the chairman of the board and
shall perform such duties and have such powers as the chairman
of the board may prescribe from time to time.



                                  ARTICLE VII



                         C E R T I F I C A T E S   OF

                         S T O C K - D I V I D E N D S



	Section 1.  (a)  Every holder of stock in the corporation shall
be entitled to have a certificate signed in the name of the
corporation by the chairman of the board of directors, the
president or a vice president and the secretary or an assistant
secretary, certifying the number of shares owned by him in the
corporation.  If such certificate is countersigned (1)  by a
transfer agent other than the corporation or its employee, or
(2)  by a registrar other than the corporation or its employee,
any other signature on the certificate may be a facsimile.  In
case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, the certificate may
be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.



		(b)  All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares
of the same class has been surrendered and canceled or properly
accounted for in the case of a lost certificate.



                              TRANSFER OF SHARES



	Section 2.  Upon surrender to the corporation or transfer agent
of the corporation of a certificate of shares duly endorsed and
accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its
books.  The board of directors may appoint one or more transfer
agents and registrars of transfer, and may require all stock
certificates to bear the signature of a transfer agent and of a
registrar of transfers.



                            REGISTERED STOCKHOLDERS 



	Section 3.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to
hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware or elsewhere in these
by-laws.



                                  DIVIDENDS



	Section 4.  Dividends upon the capital stock of the
corporation, subject to the provisions, if any, of the
certificate of incorporation, may be declared by the board of
directors at any regular or special meeting pursuant to law. 
Dividends may be paid in cash, in property, or in shares of
capital stock, subject to the provisions of the certificate of
incorporation.



                                  ARTICLE VIII



              I N D E M N I F I C A T I O N   O F   D I R E C T
O R S

                             A N D   O F F I C E R S



	The corporation (i)  shall indemnify every person who is or was
a director or officer of the corporation or is or was serving at
the corporation's request as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise; and (ii)  shall, if the board of directors so
directs, indemnify any person who is or was an employee or agent
of the corporation or is or was serving at the corporation's
request as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the
extent, in the manner, and subject to compliance with the
applicable standards of conduct, provided by Section 145 of the
General Corporation Law of the State of Delaware as the same (or
any substitute provision therefor) may be in effect from time to
time.



	Such indemnification (i)  shall not be deemed exclusive of any
other rights to which any person seeking indemnification under
or apart from this Article VIII may be entitled under any
by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such
office, and (ii)  shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.



                                   ARTICLE IX



                      G E N E R A L   P R O V I S I O N S



                                    CHECKS



	Section 1.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers, or such
other person or persons, as the board of directors may from time
to time designate.



                                  FISCAL YEAR



	Section 2.  The fiscal year of the corporation shall begin on
the first day of January of each year and end at the close of
the last day of December in the same year.



                                      SEAL



	Section 3.  The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.









                               WAIVER OF NOTICE



	Section 4.  Whenever any notice whatever is required to be
given under the provisions of the statutes or of the certificate
of incorporation or of these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.



                                   ARTICLE X



                              A M E N D M E N T S



	These by-laws may be amended or repealed by the affirmative
vote of 80% of the total number of directors or by the
affirmative vote of the holders of 80% of the voting power of
the corporation's stock outstanding and entitled to vote thereon.





                                                               
                                                             Exhibit 10(d)
                                                             of Form 10-K



































                          A. P. GREEN INDUSTRIES, INC.



                                   Corporate 

			

                       Management Incentive Award Program



                            Effective January 1, 1995























































                                      1

                          A. P. Green Industries, Inc.

                                     1995

                  Corporate Management Incentive Award Program









1.	PURPOSE OF PLAN



	The purpose of the A. P. Green Industries, Inc. Management
Incentive Award Plan is:  (a) to direct management efforts
toward unit or corporate goals and b) to offer awards for
performing above these goals.



2.	DEFINITIONS



	2.1	"Plan" means this Management Incentive Award Plan.



	2.2	"Company" means A. P. Green Industries, Inc., its division
and subsidiaries.



	2.3	"Corporate" refers to the administrative body of the
Company responsible for overall operations and management.



	2.4	"Board of Directors" means the Board of Directors of A. P.
Green Industries, Inc.



	2.5	"Committee" means the Compensation Committee of the Board
of Directors.



	2.6	"Employee" means any person, who is employed on a
permanent, full-time basis by, and receives a regular salary
from the Company.



	2.7	"Participant" means any employee eligible for an incentive
award hereunder.  To become eligible, an employee must be
recommended by the Chief Executive Officer and approved by the
Compensation Committee of the Board of Directors.



	2.8	"Plan year" means the fiscal year of the Company.



	2.9	"Operating Income" means Corporate Operating Income as
shown on Comparative Statement of Net Sales and Income, Form
F-M-001, adjusted for any extraordinary items.



	



	





                                       2













3.	ELIGIBILITY FOR INCENTIVE AWARDS





	3.1	Determination of Eligibility

		

		Eligibility is limited to key managers as approved by the
Committee.  Schedule I indicates managers eligible for 1995 plan
year participation.





	3.2	Date of Eligibility



		All participants designated in Schedule I are eligible to
participate as of January 1, 1995.  Any participant who is not
eligible as of January 1, 1995 but who becomes a participant
during the plan year will be eligible for a pro-rata award.





4.	DETERMINATION OF ANNUAL INCENTIVE AWARD





	4.1	Target Incentive



		A participant's target incentive shall be that percentage of
his base salary as established by the Compensation Committee of
the Board of Directors.





     4.2	Incentive Goal



		A participant's target incentive is achieved when the 	Company
meets its operating income goal of $            . 	Operating
income is defined in section 2.9.  No incentive will be paid for
performance at less than 67% of net earnings goals.



		When net earnings reach 67% of goal the plan target incentives
will be adjusted by three times the degree by which these
earnings fail to meet goal or double the degree by which these
earnings exceed goal.  The maximum allowable adjustment is 2.0.

























                                       3







Examples of target incentive awards resulting from selected
operating income levels are outlined in the table below.  Other
operating income levels will result in awards as described in
the formula above.

                                 

 Operating Income     Percent of Target  Percent of Target
	 (Millions)          Operating Income   Incentive Awarded

  	               	        0% - 67%             0%
	           	     	           80               40%
                       		     85               55%
                       		     90		             70%
	                    		 	     95               85%
              		        	    100              100%
                    		       125              150%
                  		         150              200%



	4.3	Discretionary Adjustments



	The Chief Executive Officer may increase or decrease incentive
payments by 25% for any Plan participant. Discretionary
adjustments will be based on such considerations as individual
contribution, special accomplishment, and additional
responsibility.  (Total incentive payment may not exceed 200% of
target incentive.)



5.	PAYMENT OF INCENTIVE AWARDS



	5.1	The incentive award of each participant shall be paid in
cash as soon as practical after the annual audit of the Company
and following approval of the Committee.  A participant must be
an employee of the Company at the conclusion of the fiscal year
in order to be eligible to receive an incentive award unless
otherwise provided in Section 6.2.



6.	ADMINISTRATION



	6.1	A new participant who begins participation during the plan
year will be eligible for a pro-rata incentive award from the
date of his/her entry in the Plan.



	6.2	In the case of death, total disability, or retirement, a
pro-rata incentive award shall be distributed based on actual
service during the plan year.



	6.3	Unless otherwise approved by the Chief Executive Officer,
any participant who resigns or is terminated during the plan
year except as provided for in paragraph 6.2, shall not be
entitled to any incentive award attributable to such plan year.





                                       4













	6.4	A participant who is employed as of the end of a plan year
shall be entitled to receive an incentive award regardless of
whether the participant resigns or is terminated between the end
of the plan year and the date the incentive awards are
distributed.



	6.5	Nothing herein shall be construed as an agreement or
commitment to employ any participant or to employ a participant
for any fixed period of time or constitutes a commitment by the
Company that any participant will continue to receive an
incentive award or will continue as a participant in the Plan.



7.	AMENDMENT OR TERMINATION OF PLAN



	The Committee reserves the right to amend the Plan from time to
time or to terminate the Plan entirely; provided, however, that
no amendment or termination of the Plan shall operate to cancel
or otherwise affect the rights of a participant or his
beneficiaries or legal representatives to payments in accordance
with this Plan with respect to awards determined prior to the
date of any such amendment or termination.



EFFECTIVE DATE



For 1995, this Plan is in effect as of January 1, 1995, and will
end on December 31, 1995. 

















































                                       5



                                                       Exhibit 13
                                                     to Form 10-K


MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
                                                                             
1995 Compared to 1994
- --------------------- 
Results of Operations
- ---------------------
Net sales of $249.7 million in 1995 were 27.5% higher than the $195.9 million
in 1994.  The impact from the August 1994 acquisition of the refractories
business of General Refractories Company and its affiliated companies
("General") was to increase 1995 sales by approximately $38.8 million.  The
impact from the July 1995 acquisition of 51% of A. P. Green de Mexico was to
increase 1995 sales by approximately $3.2 million.  Excluding the impact of
these acquisitions, sales increased in 1995 by $11.8 million, or 6.0%.

Gross profit increased 20.0% to $41.4 million in 1995 from $34.5 million in
1994, including $3.9 million due to the General acquisition and $1.3 million
due to the A. P. Green de Mexico acquisition.  Earnings before cumulative
effect of an accounting change increased $2.1 million to $8.8 million, or
$2.18 per share, in 1995 from $6.7 million, or $1.65 per share, in 1994.  The
results of operations in 1994 included the cumulative effect of adopting
Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits," which reduced net earnings by $255,000, or $.06
per share. 
 
Refractory Operations
- --------------------- 
Net sales from refractory operations increased 31.9% to $212.2 million in 1995
as compared to $160.9 million in 1994.  U.S. refractory sales increased 28.3%
to $181.8 million in 1995 as compared to $141.7 million in 1994, of which
$33.3 million was due to the General acquisition.  Excluding this acquisition
impact, volume of U.S. refractory products increased an average of 5.3% in
1995 across all product lines except precast shapes.  Prices were essentially
unchanged from 1994 levels, with increases in specialties and precast shape
prices offset by declines in prices of brick and ceramic fibers.  U.S. export
sales increased 52.1% to $19.5 million in 1995 from $12.8 million in 1994, due
largely to the General acquisition.
                                                                              
U.S. refractory earnings before income taxes and cumulative effect of an
accounting change declined 3.4% to $7.9 million in 1995 from $8.2 million in
1994, due primarily to higher raw material and equipment maintenance costs,
partially offset by improved labor efficiencies and reduced group insurance
and other fringe benefit costs.  Also contributing to the decrease were
additional salaries and other personnel costs, higher amortization and
increased interest cost, all resulting from the General acquisition. 

Sales at the Canadian subsidiary increased 34.5% to $24.0 million in 1995 from
$17.9 million in 1994, substantially all of which was the impact from the
General acquisition ($6.2 million).  Excluding this impact, decreases in
brick, specialties and precast shape volumes were partially offset by
increased ceramic fiber and crucible volumes for a net Canadian volume decline
of 4.2%.  Prices increased across all product lines except crucibles,
resulting in an overall 1995 price increase of 4.3%. 

Excluding a $1.4 million pretax gain on the sale of the Weston, Ontario plant,
pretax earnings at the Canadian subsidiary declined to $54,000 in 1995 from
$744,000 in 1994.  Earnings in 1995 included the 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 substantially completed in December 1995, and additional interest
expense of $244,000 on the debt associated with the acquisition of the General
operation in Canada.  Also contributing to the reduced 1995 earnings were
increased salaries and related costs associated with the addition of General
sales and administrative personnel.  Results for 1994 included a pretax cost
of approximately $315,000 during the first quarter for Canadian personnel
reductions made during that quarter.

Sales in the United Kingdom increased 32.8% to $9.7 million in 1995 from $7.3
million in 1994 as the U.K. market showed signs of improvement.  The sales
increase generated pretax earnings of $673,000 in 1995, double the $336,000
earned in 1994.  

A. P. Green de Mexico's pretax earnings were $341,000 on sales of $3.2 million
for the six months of 1995 under A. P. Green ownership.

Refractory gross profit increased 18.8% to $33.3 million in 1995 from $28.0
million in 1994, largely as a result of the General and A. P. Green de Mexico
acquisitions.  Refractory products cost of sales as a percentage of sales
increased to 84.3% in 1995 from 82.6% in 1994.  The 1995 increase was due
primarily to a higher percentage of lower margin sales to the steel industry
at the acquired General facilities, increased raw material and inbound freight
costs and higher equipment maintenance expense.  Also contributing to the cost

                                13
<PAGE>

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
(approximately 210 in total) at these facilities have been terminated,
approximately $2.8 million of termination benefits and plant closing costs
have been charged against the reserve to date and the facilities are held for
sale at their estimated net realizable value.  Partially offsetting these
increases were improved labor efficiencies, reductions in estimated
environmental remediation and workers' compensation liabilities assumed in the
General acquisition, and reduced power, processing fuel, outbound freight and
group insurance costs.  Refractory operating profits increased 9.6% to $12.6
million in 1995 from $11.5 million in 1994.

Industrial Lime Operations
- -------------------------- 
Industrial lime sales increased 7.4% to $37.7 million in 1995 from $35.1
million in 1994.  Volume increased an average of 9.2% across all product lines
at the New Braunfels, Texas plant, while volume at the Kimballton, Virginia
plant was essentially unchanged from its 1994 levels, with a slight decline
in quicklime volumes offset by slight increases in all other product lines. 
Prices improved an average of 5.5% at the Kimballton plant during 1995, with
increases across all product lines, while prices remained steady at the New
Braunfels plant as declines in industrial and building lime prices were offset
by increases in pricing of road stabilization lime and lime by-products.
 
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 25.5% and 27.3%, respectively.  Also
contributing to the 1995 increase were improved labor efficiencies and reduced
group insurance and processing fuel costs at both plants, reduced raw
materials and equipment maintenance costs at the New Braunfels plant and
reduced power costs at the Kimballton plant.  Partially offsetting these cost
reductions were increases in workers' compensation costs at the New Braunfels
plant and equipment maintenance and outside processing costs at the Kimballton
plant.
 
Selling and Administrative Expenses
- -----------------------------------
Selling and administrative expenses increased 21.8% to $31.3 million in 1995
from $25.7 million in 1994.  The 1995 increase was due to increases in
salaries and related costs, pension costs, travel, office expenses,
professional fees and the amortization of intangibles, which were all largely
related to the addition of General sales and research personnel and intangible
assets included in the acquisition.  Selling and administrative expenses at
A. P. Green de Mexico and INTOGREEN contributed $603,000 and $143,000 of the
increase, respectively.  Also contributing to the increase were higher sales
promotion, sales incentive, employee recruiting and relocation and director
retirement plan expenses, partially offset by a reduced provision for doubtful
accounts receivable and lower postemployment benefits costs.

Interest Expense and Income
- ---------------------------
Interest expense increased 63.8% to $3.2 million in 1995 from $1.9 million in
1994 due to the additional debt associated with the General acquisition. 
There were no bank line borrowings during either year.  Interest income
increased 16.7% to $1.5 million in 1995 from $1.3 million in 1994 due to
increased funds available for investing, higher interest rates and interest
received during 1995 on tax refunds. 

Other Income, Net
- -----------------
Other income increased 62.9% to $1.9 million in 1995 from $1.2 million in 1994
due to the $1.4 million pretax gain on the sale of the Weston, Ontario plant
in December 1995.  Partially offsetting this gain were increased bank charges
and a reduction in 1995 royalty income resulting from the cancellation of a
licensing agreement with a significant Mexican licensee during the fourth
quarter of 1994.  Other income in 1994 included gains on sales of land and a
warehouse in Los Angeles and a business interruption insurance recovery. 

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.  A. P. Green de Mexico transacts a
significant portion of its business in U. S. dollars and, as such, uses the
dollar as its functional currency.  This results in currency conversion gains
and losses on Mexican peso transactions, A. P. Green's portion of which was
not significant to the consolidated results.
 
                                14
 <PAGE>

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 federal tax liability for those years.  Due to the outcome
of this review being more favorable than originally anticipated, the Company
reduced its provision for federal income taxes by $1.1 million.  The 19.9%
effective tax rate in 1995 compared to 30.3% in 1994 was due primarily to this
tax adjustment, without which the 1995 effective tax rate would have been
29.6%.
 
Equity in Net Income of Affiliates
- ----------------------------------
The Company's share of income from two Colombian affiliates acquired from
General in August 1994 totaled $781,000 in 1995 compared to $282,000 for the
five-month period of 1994.

Financial Condition
- -------------------
A. P. Green acquired a 51% ownership interest in three companies during 1995 -
A. P. Green de Mexico SA de CV, Lanxide ThermoComposites, Inc. (LTI) and LTI's
wholly owned subsidiary, Chiam Technologies, Inc.  As a result of these
acquisitions, working capital increased approximately $1.5 million, composed
primarily of $1.9 million in accounts receivable, $600,000 in inventory and
$1.3 million in accounts payable.  In addition, property, plant and equipment
increased $1.6 million, intangible assets increased $1.4 million and deferred
tax liabilities increased $300,000 as a result of these acquisitions.  

Working capital increased 1.7%, or $1.3 million, to $79.6 million at December
31, 1995 from $78.3 million at December 31, 1994, including the $1.5 million
obtained through acquisitions.  The ratio of current assets to current
liabilities increased to 2.2 to 1 from 1.9 to 1.  Excluding the impact of
acquisitions, working capital decreased $200,000.  Reductions in reimbursement
due on paid asbestos claims of $7.8 million, accounts receivable of $1.4
million, deferred income tax asset of $1.6 million and an increase in current
maturities of long-term debt of $2.6 million were partially offset by
reductions in accounts payable of $5.9 million and insurance reserves of $2.3
million.  Also offsetting the working capital reductions were increases in
inventories of $1.5 million and prepaid expenses (included in other current
assets) of $1.2 million and reductions in environmental reserves and plant
closing reserves (included in other accrued expenses) of $1.2 million and
$700,000 respectively.

The increase in inventories was primarily due to the higher sales level in
1995 compared to 1994.  The increase in prepaid expenses was primarily due to
the current portion of major equipment maintenance expenditures being
amortized over 24 months.  The reduction in accounts payable was due to a $6.5
million payment made to the Center for Claims Resolution in January 1995.  The
decrease in insurance reserves was due to favorable workers' compensation
claims experience in comparison to the historical experience used to establish
the reserves.  The decrease in accounts receivable was due to lower sales
during the fourth quarter of 1995 compared to the fourth quarter of 1994,
while the decrease in deferred income tax asset was primarily due to
reductions in temporary differences created by accrued liabilities and a
reduction in alternative minimum tax carryforwards.  The decrease in plant
closing reserves was due to termination benefits and plant closing costs
charged against the reserve during the year, partially offset by the increases
in the U.S. and Canadian reserves previously discussed.  The reduction in the
environmental reserve was due to environmental remediation expenditures
charged against the reserve and lower actual remediation costs than estimated
in the Phase I and II Environmental Site Assessments obtained in conjunction
with the 1994 General acquisition. 

The reduction in reimbursement due on paid asbestos claims was 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 projected insurance
recovery on asbestos claims and related current portion of projected asbestos
claims both declined by $13.6 million, while the non-current projected
insurance recovery on asbestos claims and related non-current projected
asbestos claims increased $15.8 million and $15.2 million, respectively.  The
overall increases in both the projected asbestos liability and projected
insurance recovery resulted from revised estimates of the gross asbestos
liability and insurance recoveries based upon information provided by the
Center for Claims Resolution, net of asbestos claim payments recovered from
insurance carriers during the year.  The net estimated projected asbestos
liability, based upon information provided by the Center for Claims Resolution
and included in the Company's statement of financial position, has declined
from December 31, 1994 to December 31, 1995.

Intangible assets, net increased $1.9 million from December 31, 1994 to
December 31, 1995 due to goodwill, which represents the excess of cost over

                                15
<PAGE>

the fair value of net tangible assets acquired, and organization costs
associated with the 1995 acquisitions.  Also contributing to the increase was
a licensing agreement with Lanxide Corporation (Lanxide), the holder of a
substantial minority interest in LTI.  Under this licensing agreement, A. P.
Green will develop and market refractory products utilizing the advanced
materials technology developed by Lanxide in non-steel refractory applications
worldwide, excluding Japan.  Included under the terms of the agreement are all
future technologies developed by Lanxide and its licensees and joint ventures
as applicable to non-steel refractory applications.

Long-term debt, including current portion, at December 31, 1995 consisted of
industrial development revenue bonds totaling $11.9 million which bear
interest rates ranging from 70% of prime (8.5% at December 31, 1995) to 8.6%
and mature at various times from 1997 through 2014, unsecured notes of  $25.1
million ($25.0 million of which bear an interest rate of 8.55%) with annual
principal repayments commencing in 1996 and continuing through 2001 and a
capitalized lease of $109,000 which expires in 1997 and bears an interest rate
of 11.1%.

During 1995, the Company's U.S. long-term line of credit was increased to
$30.0 million and extended to May 2, 1997.  Restrictive covenants coincide
with those reflected in the agreement associated with the $25.0 million in
unsecured notes payable.  Approximately $5.3 million of this line of credit
was being utilized at December 31, 1995 for outstanding letters of credit. 

Capital expenditures for 1995 totaled $10.2 million compared to $6.5 million
for 1994, with capital expenditures for the refractories business increasing
$5.4 million.  Of the $5.4 million refractories increase, $2.1 million was for
construction of the new specialties plant in Indonesia.  The balance of the
refractories increase was for replacement, modernization and expansion of
operations.  

Capital expenditure commitments for the replacement, modernization and
expansion of operations amounted to $7.0 million and $3.2 million at December
31, 1995 and 1994, respectively.  Of the 1995 commitment, approximately $2.5
million was for building the plant in Indonesia and $895,000 was for expansion
of the Smithville, Ontario plant to assume the production from the Weston,
Ontario plant sold in December 1995.  Approximately $742,000 of the 1995
commitment and $1.4 million of the 1994 commitment was for expansion of
production capacity, increased safety and improved environmental controls at
the Lime plants.  Approximately $505,000 of the 1994 commitment was for
modernization of the U.K. plant.  A. P. Green believes that it has sufficient
liquidity and borrowing capacity to meet both its normal working capital
requirements and its planned capital expenditures for 1996.

During 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 minority
interests on the balance sheet, net of INTOCAST AG's share of the 1995 loss
at INTOGREEN.  Also included in minority interests is Grupo Industrial 
Trebol's  49% interest in A. P. Green de Mexico.
 
The Company has investments in subsidiaries in Canada and the U.K. and two
affiliates in Colombia.  Adjustments resulting from the currency translation
of these subsidiaries' and affiliates' financial statements are reflected as
a component of stockholders' equity and were $2.9 million and $2.4 million,
respectively, at December 31, 1995 and 1994.

The Board of Directors increased the quarterly dividends in the first quarter
of 1995 by 17% to $.07 per share from $.06 per share. The continuation of such
quarterly dividends will be evaluated by the Board of Directors from time to
time in light of A. P. Green's financial position and results of operations.

1994 Compared to 1993
- ---------------------
Results of Operations
- --------------------- 
Net sales of $195.9 million in 1994 were 20.2% higher than the $163.0 million
in 1993.  The impact from the August 1994 General acquisition was to increase
1994 sales by approximately $29.7 million compared to 1993.  Excluding this
acquisition impact, refractory sales in the U.S. and Canada increased by $3.2
million and $1.9 million, respectively, during 1994 while sales in the United
Kingdom declined $1.0 million.
 
Gross profit increased 7.5% to $34.5 million in 1994 from $32.1 million in
1993, including $3.8 million due to the addition of General products from
August through December 1994.  Earnings before cumulative effect of an
accounting change of $6.7 million, or $1.65 per share, in 1994 compared to
$6.5 million, or $1.62 per share, in 1993.  Results of operations in 1994 also
included the cumulative effect of adopting Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits," which
reduced net earnings by $255,000, or $.06 per share.  

                                16
<PAGE>

Refractory Operations
- ---------------------
Net sales from refractory operations increased 25.1% to $160.9 million in 1994
from $128.6 million in 1993.  U.S. refractory sales increased 25.7% to $141.7
million in 1994 from $112.8 million in 1993, of which $25.7 million was due
to the General acquisition.  Excluding this acquisition impact, volumes of
U.S. refractory products increased an average of 6.9% in 1994.   Prices
increased slightly over 1993 levels, with a 2.5% increase in specialties
prices partially offset by small declines in prices of brick and ceramic
fibers.  U.S. earnings before income taxes and cumulative effect of an
accounting change declined 4.5% to $8.2 million in 1994 from $8.6 million in
1993, due primarily to higher raw material, equipment maintenance and group
insurance costs, higher pension costs due to plan benefit changes, higher
brick breakage costs and a lower favorable LIFO inventory cost adjustment in
1994 compared to 1993.  Also contributing to the decrease were additional
salaries and other personnel costs resulting from the General acquisition. 

Sales at the Canadian subsidiary increased 48.8% to $17.9 million in 1994 from
$12.0 million in 1993.  The impact from the General acquisition was to
increase 1994 Canadian sales by $4.0 million.  Excluding this impact, volumes
increased across all Canadian product lines an average of 14.6% during 1994,
reflecting increased sales to previous competitors in the discontinued
Canadian refractory installation business.  Price increases in specialties,
ceramic fibers and pre-cast shapes were partially offset by declines in brick
and crucibles pricing, resulting in an overall 1994 price increase of 7.8%. 
Pretax earnings at the Canadian subsidiary increased 88.8% to $744,000 in 1994
from $394,000 in 1993, including pretax earnings of $200,000 from the acquired
Canadian operations.  This increase reflected both the increased sales level
and cost savings resulting from the restructuring which took place during the
first quarter of 1994.  Results for 1994 also included a pretax cost of
approximately $315,000 during the first quarter for the Canadian personnel
reductions made during that quarter.  Absent that adjustment, the Canadian
subsidiary generated a pretax margin of 5.9% in 1994 compared to 3.3% during
1993.
 
Sales in the U.K. declined 11.8% to $7.3 million in 1994 from $8.3 million in
1993 due to the continuing weakness in the U.K. economy.  As a result of this
sales decline, pretax earnings in the U.K. declined 16.0% to $336,000 in 1994
from $400,000 in 1993. 

Refractory products cost of sales as a percentage of sales increased to 82.6%
in 1994 from 80.6% in 1993.  The increase was due primarily to higher raw
material costs, equipment maintenance expense and group insurance cost.  Also
contributing to the increase were higher U.S. pension costs due to plan
benefit changes, a lower favorable LIFO inventory cost adjustment in 1994
compared to 1993 and higher brick breakage costs in the U.S. during 1994
compared to 1993.   Cost of sales as a percentage of sales at the acquired
General plants also contributed to the increase, due primarily to the
maintenance costs necessary to bring these facilities up to an appropriate
state of repair, higher pension costs and a higher percentage of lower margin
sales to the steel industry.  Partially offsetting these increases were
reduced utilities, freight, casualty insurance and workers' compensation
insurance costs.  Refractory operating profits increased 12.1% to $11.5
million in 1994 from $10.2 million in 1993. 

Industrial Lime Operations
- --------------------------
Net sales of $35.1 million in 1994 reflect a 1.6% improvement over 1993 sales
of $34.6 million.  Volume increased 6.3% at the New Braunfels, Texas plant
during 1994, with increased sales to the steel, aluminum and building lime
markets partially offset by a decline in sales of road stabilization lime. 
Volume declined 1.9% at the Kimballton, Virginia plant, with decreased sales
of hydrate partially offset by increases in sales of quicklime and Cal-Dol. 
A production curtailment of several days during the first quarter of 1994 as
a result of severe weather conditions also contributed to the volume decline
at the Kimballton facility.  Prices improved an average of 1.5% at the
Kimballton plant in 1994, with increases in quicklime and Cal-Dol prices
partially offset by price reductions in hydrate.  New Braunfels prices
increased slightly, with increased building and road stabilization lime prices
partially offset by reduced prices to the steel and aluminum markets.

Gross profit and operating profit at the Company's industrial lime operations
declined 9.9% and 8.6%, respectively, during 1994.  Contributing to the 1994
declines were increased depreciation expense due to increased capital
expenditures at both plants, higher purchased raw material costs at the New
Braunfels plant and increased group insurance costs at both plants.  Partially
offsetting these increases were reduced workers' compensation and palletizing
costs at the New Braunfels plant and lower processing fuel costs at the
Kimballton plant.

Selling and Administrative Expenses
- -----------------------------------
Selling and administrative expenses increased 6.6% to $25.7 million in 1994
from $24.1 million in 1993.  This increase was primarily due to increases in
salaries and related costs, primarily resulting from the addition of General
sales and research personnel, and increased legal fees primarily related to
foreign trademark renewals, partially offset by reduced management incentives.

                                17
<PAGE>

Interest Expense and Income
- ---------------------------
Interest expense increased 84.0% to $1.9 million in 1994 from $1.1 million in
1993 due to the additional debt associated with the General acquisition. 
There were no bank line borrowings during either year.  Interest income
declined 4.8% to $1.3 million in 1994 from $1.4 million in 1993 due to
interest received during 1993 in connection with partial recovery of a trade
receivable previously written off.  Interest income on time deposits increased
in 1994 due to increased funds available for investing and higher interest
rates. 
 
Other Income, Net
- -----------------
Other income increased 2.1% to $1.2 million in 1994, with gains on sales of
land and a warehouse in Los Angeles partially offset by reduced royalty income
and higher currency conversion losses on U.S. dollar denominated transactions
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. 
 
Equity in Net Income of Affiliates
- ----------------------------------
For the period August 1 through December 31, 1994, the Company's share of
income from two Colombian affiliates acquired from General in August 1994 was
$282,000.  

Accounting Standards Not Yet Implemented
- ----------------------------------------
The Company is required to implement Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (Statement 123),
in 1996.  The standard recommends the application of the fair value based
method of accounting for stock-based compensation cost.  The Company currently
plans to continue to apply the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees", by using the
intrinsic value method of accounting.  Beginning in 1996, the pro forma
effects on net income and earnings per share as if the fair value based method
of accounting as defined in Statement 123 had been applied will be disclosed.

Subsequent Event
- ----------------
On February 26, 1996, the Company announced plans to form a joint venture with
SCANA Corporation to build and operate a $25 million industrial lime plant
near Charleston, South Carolina.  SCANA Corporation is an energy-based holding
company headquartered in Columbia, South Carolina, with subsidiaries engaged
in regulated energy and natural gas utility operations and other nonregulated
energy-related businesses.  The plant is expected to be operational by late
1997.

                                18
<PAGE>                   

CONSOLIDATED STATEMENTS OF EARNINGS
- -----------------------------------
(Dollars in thousands, except per share data)
- ------------------------------------------------------------------------------
Years ended December 31,                      1995         1994        1993
- ------------------------------------------------------------------------------
Net sales                                 $ 249,715    $ 195,918   $ 162,962
Cost of sales                               208,309      161,420     130,879
- ------------------------------------------------------------------------------
         Gross profit                        41,406       34,498      32,083

Expense and other income
     Selling and administrative expense      31,312       25,707      24,125
     Interest expense                         3,190        1,947       1,058
     Interest income                         (1,513)      (1,296)     (1,361)
     Minority interest in loss of
       partnership                              (67)         -           -    
     Other income, net                       (1,881)      (1,155)     (1,131)
- ------------------------------------------------------------------------------
      Earnings before
          income taxes and cumulative
          effect of an accounting change     10,365        9,295       9,392

Income tax expense                            2,182        2,904       2,895
Equity in net income of affiliates             (781)        (282)        -
Minority interest in income of
  consolidated subsidiary                       164          -           -
- ------------------------------------------------------------------------------
         Earnings before
          cumulative effect of
          an accounting change                8,800        6,673       6,497

Cumulative effect of an accounting
  change - postemployment benefits,
  net of tax                                    -           (255)        -
- ------------------------------------------------------------------------------
         Net earnings                     $   8,800    $   6,418   $   6,497
==============================================================================
Earnings per common share
     before cumulative effect of
     an accounting change                 $    2.18    $    1.65   $    1.62
 
Cumulative effect of an accounting
  change - postemployment benefits, 
  net of tax                                    -           (.06)        -
- ------------------------------------------------------------------------------
Net earnings per common share             $    2.18    $    1.59   $    1.62
 
Weighted average number of common shares  4,030,059    4,024,812   4,010,782

==============================================================================
See accompanying notes to consolidated financial statements.

                                19
<PAGE>

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Dollars in thousands, except per share data)
- ------------------------------------------------------------------------------ 
December 31,                                               1995         1994
- ------------------------------------------------------------------------------
ASSETS
 
   Current assets
     Cash and cash equivalents                           $  9,284    $  9,637
     Trade receivables (net of allowances-1995, $1,930;
       1994, $1,992)                                       44,183      43,728
     Reimbursement due on paid asbestos claims              3,696      11,475
     Inventories                                           55,557      53,452
     Projected insurance recovery on asbestos claims       21,990      35,540
     Deferred income tax asset                              4,115       5,355
     Other                                                  6,411       4,965
- ------------------------------------------------------------------------------
        Total current assets                              145,236     164,152

     Property, plant and equipment, net                    96,785      95,412
     Non-current projected insurance recovery on 
       asbestos claims                                    113,168      97,344
     Pension assets                                         9,071       9,166
     Intangible assets, net                                 3,941       2,069
     Other assets                                           5,367       4,979
- ------------------------------------------------------------------------------
Total assets                                             $373,568    $373,122
==============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
 
     Current liabilities
       Accounts payable                                  $ 18,254    $ 22,874
       Accrued expenses
         Payrolls                                           6,281       6,044
         Taxes other than on income                         1,889       1,961
         Insurance reserves                                 4,657       6,995
         Current portion of projected asbestos claims      22,198      35,793
         Other                                              8,534      10,650
         Current maturities of long-term debt               2,705         139
         Income taxes                                       1,103       1,384
- ------------------------------------------------------------------------------
           Total current liabilities                       65,621      85,840
 
     Deferred income taxes                                 12,671      15,677
     Long-term non-pension benefits                        15,597      15,270
     Long-term pensions                                    14,233      12,472
     Long-term debt                                        34,384      37,023
     Non-current projected asbestos claims                115,048      99,802
- ------------------------------------------------------------------------------
           Total liabilities                              257,554     266,084
- ------------------------------------------------------------------------------
     Minority interests                                     2,015         -
 
     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: 4,486,221 in 1995
           and 4,475,629 in 1994                            4,486       4,476
         Additional paid-in capital                        72,770      72,739
         Retained earnings                                 56,981      49,279
         Less: Deferred foreign currency translation       (2,931)     (2,428)
               Treasury stock of 448,962 shares in 1995
                 and 448,347 shares in 1994, at cost       (9,018)     (9,003)
               Note receivable-ESOT                        (7,505)     (8,021)
               Minimum pension liability adjustment, 
                 net of tax                                  (784)         -
               Deferred compensation-restricted stock         -            (4)
- ------------------------------------------------------------------------------
           Total stockholders' equity                     113,999     107,038
- ------------------------------------------------------------------------------
Total liabilities and stockholders' equity               $373,568    $373,122
==============================================================================
See accompanying notes to consolidated financial statements.

                                20
<PAGE>
<TABLE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share data)
- -----------------------------------------------------------------------------------------------------------
<CAPTION>                                                                                      
                                                                                       Minimum    Deferred
                                                      Deferred                         Pension    Compensa-
                                  Addi-               Foreign                 Note    Liability     tion-  
                                  tional              Currency    Treasury   Receiv-   Adjust-    Restric-
                          Common  Paid-in   Retained  Transla-     Stock,     able-      ment,      ted
                          Stock   Capital   Earnings   tion       At Cost     ESOT    Net of Tax    Stock
<S>                       <C>     <C>        <C>       <C>        <C>        <C>         <C>        <C>
- ------------------------------------------------------------------------------------------------------------
Balance at
  December 31, 1992       $2,973  $74,048    $37,536   $(1,800)   $(9,003)   $(8,921)    $ -        $(82)
- -----------------------------------------------------------------------------------------------------------
Net earnings                                   6,497
Dividends ($.06 per share)                      (240)
Three-for-two stock split  1,486   (1,497)
Currency translation
  adjustment                                              (501)
Payment on ESOT note                                                             430
Other, net                            (59)         7                                                  56
- ------------------------------------------------------------------------------------------------------------
Balance at
  December 31, 1993        4,459   72,492     43,800    (2,301)    (9,003)    (8,491)      -         (26)
- ------------------------------------------------------------------------------------------------------------
Net earnings                                   6,418
Dividends ($.24 per share)                      (967)
Currency translation 
  adjustment                                              (127)
Payment on ESOT note                                                             470
Other, net                    17      247         28                                                  22
- ------------------------------------------------------------------------------------------------------------
Balance at
  December 31, 1994        4,476   72,739     49,279    (2,428)    (9,003)    (8,021)      -          (4)
- ------------------------------------------------------------------------------------------------------------
Net earnings                                   8,800
Dividends ($.28 per share)                    (1,128)
Currency translation 
  adjustment                                              (503)               
Payment on ESOT note                                                             516
Minimum pension liability
  adjustment, net of tax                                                                  (784)        
Other, net                    10       31         30                  (15)                             4
- ------------------------------------------------------------------------------------------------------------
Balance at
  December 31, 1995       $4,486  $72,770    $56,981   $(2,931)   $(9,018)   $(7,505)    $(784)      $ -
- ------------------------------------------------------------------------------------------------------------
<FN>
See accompanying notes to consolidated financial statements.

</TABLE>

                                            21
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
- ------------------------------------------------------------------------------
Years ended December 31,                                1995     1994    1993
- ------------------------------------------------------------------------------
Cash flows from operating activities
  Net earnings                                       $ 8,800  $ 6,418 $ 6,497
  Adjustments for items not requiring (providing) cash
     Cumulative effect of an accounting change-
       postemployment benefits, net of tax               -        255     -
     Depreciation, depletion and amortization         10,174    8,725   7,671
     Deferred compensation earned                          4       22      56
     Stock compensation to directors                      23       28     -
     Provision for losses on accounts receivable         120      373     143
     Loss (gain) on sale of assets                    (1,272)    (403)    168
     Equity in undistributed earnings of affiliates     (227)    (282)    -
     Minority interest in earnings of consolidated
       subsidiary and partnership                         97      -       -
  Decrease (increase) in assets, net of effects from
    acquisitions                                   
     Trade receivables                                 1,143   (4,924)   (968)
     Asbestos claim and fee reimbursements received   30,232   33,557  30,778
     Inventories                                      (1,758)  (4,968)  1,232
     Receivable and prepaid taxes                       (360)     509     -
     Other current assets                               (712)    (995)    (73)
  Increase (decrease) in liabilities, net of effects
    from acquisitions
     Accounts payable and accrued expenses            (9,925)    (225)  2,309
     Asbestos claims paid                            (23,937) (39,944)(32,851)
     Pensions                                            279      206     461
     Income taxes                                       (322)     782     275
     Deferred income taxes                            (1,185)    (575)    271
     Long-term non-pension benefits                      286      653     565
- ------------------------------------------------------------------------------
  Net cash provided by (used in) operating activities 11,460     (788) 16,534
- ------------------------------------------------------------------------------

Cash flows from investing activities
  Capital expenditures                               (10,156)  (6,482) (6,149)
  Decrease (increase) in other long-term assets         (726)     355    (126)
  Increase in pension assets                             (34)    (311) (1,004)
  Proceeds from sales of assets                        1,843      511     454
  Payment received on ESOT note                          516      470     430
  Acquisition of businesses, net of cash acquired     (1,614) (24,497)    -
- ------------------------------------------------------------------------------
  Net cash used in investing activities              (10,171) (29,954) (6,395)
- ------------------------------------------------------------------------------

Cash flows from financing activities
  Repayments of debt                                    (165)    (122)   (122)
  Proceeds from borrowings                               -     25,000     - 
  Dividends paid                                      (1,128)    (967)   (240)
  Capital contributions from minority partner            121      -       -
  Exercised stock options                                  2      238     -
  Tax benefit on dividends paid to ESOT                   30       28       7
  Tax effect on restricted stock plan                      1       (2)    (59)
  Purchase of fractional shares in connection
    with stock split                                     -        -       (11)
- ------------------------------------------------------------------------------
  Net cash provided by (used in) financing activities (1,139)  24,175    (425)
- ------------------------------------------------------------------------------
Effect of exchange rate changes                         (503)    (127)   (501)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents    (353)  (6,694)  9,213
Cash and cash equivalents at beginning of year         9,637   16,331   7,118
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of year             $ 9,284  $ 9,637 $16,331
==============================================================================
See accompanying notes to consolidated financial statements.

                                22
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
- ------------------------------------------
December 31, 1995, 1994 and 1993 

Note 1:  Nature of Operations
- -----------------------------
A. P. Green Industries, Inc. and its subsidiaries, collectively referred to as
"A. P. Green" or "the Company", is a manufacturer of refractory products and
industrial lime products.  Refractory products, which accounted for 85% of
1995 revenues, are sold throughout North America and selected international
markets to basic industries such as metals, glass, ceramics, paper and cement. 
Industrial lime products are sold to end-users for applications such as steel
and aluminum production, pulp and paper processing, soil stabilization for
road construction, water and waste water treatment and various environmental
applications.  The industrial lime market served is generally within a
300-mile radius of the Company's lime plants in New Braunfels, Texas and
Kimballton, Virginia.

Note 2: Summary of Significant Accounting Policies 
- --------------------------------------------------
Basis of Presentation 

The Company's consolidated financial statements include all wholly owned
subsidiaries and majority owned subsidiaries.  Equity investments of 20% to
50% are accounted for using the equity method.  All intercompany balances and
transactions have been eliminated and there are no significant related party
transactions.  Certain prior year amounts have been reclassified to conform to
the 1995 presentation.

Cash and Cash Equivalents

A. P. Green considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.   Due to
their short maturity, these instruments are carried at cost which approximates
fair value.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, trade receivables and
accounts payable approximates fair value because of the short maturity of
these instruments.  The fair value of long-term debt is discussed in Note 9. 
Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument.  These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision.

Reimbursement Due on Paid Asbestos Claims

A. P. Green makes expense and indemnity payments on asbestos product claims
directly to the Center for Claims Resolution on behalf of certain insurers. 
Reimbursement due on paid asbestos claims represents the recoverable portion
of such payments.

Inventories 

Predominantly all of A. P. Green's domestic inventories are stated at the
lower of cost or market, with cost being determined using the last-in,
first-out (LIFO) method.  The remaining inventories are stated at the lower of
cost or market, with cost being determined using the first-in, first-out
(FIFO) or average production cost methods.  Inventories include material,
labor and applicable factory overhead costs. 

Property, Plant and Equipment, Net 

Property, plant and equipment, including significant renewals and
improvements, are capitalized at cost.  Provisions for depreciation are
determined principally on a straight-line basis over the expected average
useful lives of composite asset groups, which range from 3 to 50 years.
Depletion is computed on a basis calculated to allocate the cost of clay,
limestone and other applicable resources over the estimated quantities of
recoverable material. 

Intangible Assets

Intangible assets, primarily consisting of goodwill, customer lists,
non-compete agreements, patents and trademarks, are amortized on a
straight-line basis over the period benefited, which ranges from 5 to 12
years.  Recoverability of these assets is considered in conjunction with the
ongoing evaluation of long-term asset values.

Income Taxes 

Income taxes are accounted for using the asset and liability method.  Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis.  Deferred
tax assets and liabilities are measured using enacted tax rates.  The effect
on deferred tax assets and liabilities of a change in tax rates is recognized
in the consolidated statements of earnings during the period that includes the
date of the change.

Deferred Foreign Currency Translation

The functional currencies of the Company's Canadian and United Kingdom
subsidiaries and Colombian affiliates are their respective local currencies. 

                                23
<PAGE>

Adjustments resulting from the currency translation of these subsidiaries' and
affiliates' financial statements are refle
cted as a component of stockholders'
equity.  A. P. Green de Mexico transacts a significant portion of its business
in U. S. dollars and, as such, uses the dollar as its functional currency.

Earnings Per Common Share 

Earnings per common share are computed based on the weighted average number of
shares of common stock outstanding and have been restated to reflect the
three-for-two stock split effective December 10, 1993.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

Note 3: New Ventures and Acquisitions
- -------------------------------------
In January 1995, the Company formed INTOGREEN Co., a joint venture partnership
with INTOCAST AG, to sell and install cast monolithic ladle linings to the
steel industry in the United States, Canada and Mexico.  INTOCAST AG, based in
Germany, is a world leader in the development of cast ladle linings, which
result in lower installation costs, reduced disposal of used refractory
material and increased ladle availability to the steel plant.

Effective July 3, 1995, the Company acquired a 51% ownership interest in
Plibrico de Mexico SA de CV, a refractory manufacturer located in Monterrey,
Mexico.  Plibrico de Mexico, which has been renamed A. P. Green de Mexico SA
de CV, has one plant with annual sales of approximately $7.0 million.  The
purchase price and transaction costs totaled approximately $2.0 million and
were paid in cash.

The acquisition was accounted for using the purchase method, with the
operating results of A. P. Green de Mexico included in consolidated operating
results since the date of acquisition.  Goodwill of approximately $560,000,
which represents the excess of cost and liabilities assumed over the fair
value of tanigible assets acquired, is being amortized on a straight-line
basis over a ten-year period. 

Effective December 31, 1995, the Company acquired a 51% ownership interest in
Lanxide ThermoComposites, Inc. (LTI).  Prior to the acquisition, LTI was a
wholly owned subsidiary of Lanxide Corporation of Newark, Delaware, which will
continue to own a substantial minority interest in LTI.  Immediately prior to
the acquisition, LTI acquired Chiam Technologies, Inc., a company engaged in
the sourcing of refractory products from several Chinese refractory producers.

LTI is concentrating on commercializing refractory products for the continuous
casting segment of the steel industry utilizing ceramic composites technology
licensed from Lanxide Corporation.  The acquisition was accounted for using
the purchase method, which had no impact on consolidated operating results due
to the December 31 transaction effective date.  Goodwill of approximately
$870,000 for the two companies is being amortized on a straight-line basis
over a ten-year period.

The acquisitions completed during 1995 were not material to the Company's
financial condition or results of operations, either individually or in the
aggregate.  As such, no financial statements of the acquired companies for
periods prior to the acquisitions or pro forma financial information
reflecting the acquisitions as of the beginning of the year have been
provided.

Effective August 1, 1994, the Company acquired substantially all of the assets
and assumed most of the liabilities of the refractory operations of General
Refractories Company and its affiliated companies (collectively referred to as
"General").  These operations include ten plants in the United States, a plant
near Toronto, Canada and 49% equity interests in two Colombian refractory
companies.  In addition to the assumption of designated liabilities, the
Company paid at closing a cash amount of $23,450,000.  The acquisition was
accounted for using the purchase method, with the operating results of General
included in consolidated operating results from the date of acquisition.

In connection with the General acquisition, the Company obtained Phase I and
II Environmental Site Assessments (ESA) in order to determine the potential
environmental impact of specific recognized environmental conditions at each
of the acquired properties and estimate the costs for remediation.  Based upon
the results of the ESA and a report and opinion provided thereon, the Company
established a $3.4 million liability for remediation costs (in other accrued
expenses) as part of the General acquisition.  The majority of this liability
relates to leakage and spills from underground and aboveground storage tanks
and drums, and action is being taken to remediate all identified conditions,
which is expected to be completed within five years.  Appropriate state

                                24
 <PAGE>

agencies have been notified of contamination where required, and there have
been no resulting actions taken or proposed by such agencies against the
Company.  There was no asbestos-related liability, either for bodily injury or
property damage, assumed in connection with the General acquisition.

Note 4:  Reserves for Plant Closings
- ------------------------------------
The Company has reserves for estimated exit costs and termination benefits in
connection with the shutdown of certain facilities in the U.S. and Canada. 
Three of the acquired General plants were closed during 1994, a $3.6 million
reserve for which was established at the time of acquisition and included on
the opening balance sheet.  During 1995 this reserve was increased by
approximately $330,000, primarily to revise estimates of employee termination
benefits resulting from the sale of these facilities taking longer than
anticipated.  A $380,000 reserve was also established during 1995 for the
closing of the Weston, Ontario plant.  Substantially all employees at these
facilities (approximately 210 in total) have been terminated and approximately
$3.2 million of termination benefits and plant closing costs have been charged
against the reserves to date.  The U.S. facilities are held for sale at their
estimated net realizable value.  The income statement effect of establishment
of and changes to these reserves in 1995 is included in cost of sales.

Note 5: Changes in Method of Accounting
- ---------------------------------------
Postemployment Benefits

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" (Statement 112).  The standard requires application of the accrual
method of accounting to all benefits provided to former or inactive employees,
their beneficiaries and covered dependents, subsequent to their employment by
the Company and prior to retirement, rather than recognizing these expenses as
they are paid.  The Company recognized the projected benefit obligation
relating to short-term and long-term disability benefits as a cumulative
effect of an accounting change, reducing net income by $255,000, or $.06 per
share.

Note 6: Inventories
- -------------------
Inventory classifications as of December 31, 1995 and 1994 were as
follows: 
- -------------------------------------------------------------------
(In thousands)                                    1995      1994
- -------------------------------------------------------------------
Finished goods and work in process                                
         Valued at LIFO
           FIFO cost                           $ 36,429  $ 36,233
           Less LIFO reserve                    (14,186)  (14,919)
                                                -------- ---------
              LIFO cost                          22,243    21,314 
         Valued at FIFO                          10,404     9,033
                                               --------- ---------
                                                 32,647    30,347
                                               --------- --------- 
Raw materials and supplies                                        
         Valued at LIFO  
           FIFO cost                             18,187    20,007
           Less LIFO reserve                     (5,234)   (5,875)
                                                --------- --------
              LIFO cost                          12,953    14,132
         Valued at FIFO                           9,957     8,973
                                                --------- --------
                                                 22,910    23,105
                                                --------- --------
                                               $ 55,557  $ 53,452
===================================================================
For the years ended December 31, 1995, 1994 and 1993, A. P. Green experienced
liquidations of LIFO inventory quantities, none of which were significant.


Note 7: Property, Plant and Equipment, Net 
- ------------------------------------------
Property, plant and equipment, net, as of December 31, 1995 and 1994 were
as follows: 
- -------------------------------------------------------------------
(In thousands)                                    1995      1994
- -------------------------------------------------------------------
Land and mineral deposits                      $  8,055  $   7,778
Buildings and realty improvements                46,580     45,618
Machinery and equipment                         134,915    128,911
Construction in progress                          5,015      2,973
                                                --------- ---------
                                                194,565    185,280

Less accumulated depreciation and depletion      97,780     89,868
                                                --------- ---------
                                               $ 96,785  $  95,412
===================================================================
Closed production facilities held for sale are included in other current
assets at estimated net realizable value of $2.4 million as of December 31,
1995.

                                25
<PAGE>

Note 8: Short-Term Lines of Credit
- ----------------------------------
Short-term lines of credit have been established with banks in the United
Kingdom for 100,000 British Pounds and Canada for Cdn$250,000, each of which
was unused at December 31, 1995 and 1994.

Note 9: Long-Term Debt 
- ----------------------
Long-term debt as of December 31, 1995 and 1994 was as follows: 
- -------------------------------------------------------------------
(In thousands)                                    1995      1994
- -------------------------------------------------------------------
Unsecured notes payable                        $ 25,068   $ 25,000
Industrial development revenue bonds             11,912     11,973
U.S. line of credit                                 -          -  
Capitalized lease obligation                        109        189
                                               --------   --------
                                                 37,089     37,162
Less current maturities                           2,705        139
                                               --------   -------- 
                                               $ 34,384   $ 37,023
===================================================================
In 1994, the Company issued $25 million in principal amount of unsecured notes
to a group of institutional lenders to finance the acquisition of General. 
The notes bear an 8.55% fixed rate of interest, with semi-annual interest
payments which commenced January 29, 1995.  Annual principal repayments, which
will be funded out of working capital, will commence July 29, 1996 and
continue through July 29, 2001.  A. P. Green is subject to certain restrictive
covenants, including minimum levels of tangible net worth, working capital and
fixed charge coverage, permitted encumbrances, loans from and to other
institutions and restricted payments.  Management does not expect these
restrictive covenants to have a material adverse effect on A. P. Green's
operations.

The capitalized lease expires in 1997 and carries an interest rate of 11.1%. 
A significant portion of the industrial development revenue bonds require the
payment of interest only until they mature in 1997 and thereafter.  Interest
rates range from 70% of prime to 8.6%.  Prime was 8.5% at December 31, 1995.

In 1995, the Company's U.S. long-term line of credit was increased to $30
million and  extended to May 2, 1997.  Restrictive covenants coincide with
those reflected in the agreement associated with the unsecured notes payable. 
Borrowings under this line of credit may be made for working capital,
acquisitions and other corporate purposes, with interest charged at the
federal funds rate (5.5% at December 31, 1995) plus 2%.  Approximately $5.3
million of standby letters of credit were outstanding against the line at
December 31, 1995, leaving an available balance of approximately $24.7
million. 

Based on the borrowing rates currently available to the Company for debt with
similar terms and average maturities, the fair value of the industrial
development revenue bonds and unsecured notes payable would not differ
materially from carrying value at December 31, 1995.  Aggregate maturities of
long-term debt are approximately $3.5 million, $5.1 million, $5.1 million and
$5.0 million for 1997 through 2000, respectively. The net book value of
property, plant and equipment pledged as security or collateral for
outstanding long-term debt was approximately $2.6 million at December 31,
1995.

Note 10: Income Taxes
- ---------------------
Income tax expense (benefit) attributable to earnings from continuing
operations for the years ended December 31, 1995, 1994 and 1993 consists of
the following:
- -------------------------------------------------------------------
(In thousands)                        1995     1994      1993
- -------------------------------------------------------------------
Current
    Federal                        $ 2,347   $ 2,774   $ 1,536    
    State                              514       423       367    
    Foreign                            539       280       264   
Deferred                            (1,218)     (573)      728 
                                    -------   -------   ------- 
                                   $ 2,182   $ 2,904   $ 2,895          
===================================================================

The following schedule provides a reconciliation between expected tax at the
U.S. statutory tax rate and the effective tax rate (total provision for income
taxes as a percentage of earnings before income taxes).  During 1995, a review
of tax years 1988 through 1993 was completed by the Internal Revenue Service,
resulting in less taxes than accrued.  Accordingly, the Company reduced its
provision for federal income taxes by $1.1 million. 
- ----------------------------------------------------------------------
                                             1995      1994      1993
- ----------------------------------------------------------------------
U.S. statutory rate                         34.0%      34.0%    34.0%    
Transfer of appreciated land                 -          -       (4.7)    
Reversal of provision for closed tax years  (9.7)       -         -
Excess tax depletion                        (4.0)      (4.2)    (4.1)    
State and local income taxes, net            2.1        2.0      1.7     
Foreign tax rate differential                 .9         .3       .1      
Other, net                                  (3.4)      (1.8)     3.8      
                                         -------    -------  ------- 
     Effective tax rate                     19.9%      30.3%    30.8%    
======================================================================

                                26
<PAGE>

The components of deferred tax expense (benefit) consist of the following:
- ----------------------------------------------------------------------
(In thousands)                             1995       1994      1993
- ----------------------------------------------------------------------
Accelerated tax depreciation             $(1,532)  $ (1,145)  $ (951)   
Accrued liabilities and allowances          (438)     1,250      516    
Allowances for asset valuation              (227)    (1,346)     -       
Capital loss utilization                      38        120       45    
Net operating loss utilization                 5          5    1,783    
Alternative minimum tax utilization
  (carryforward)                             800        183     (409)   
Other, net                                   136        360     (256)    
                                         -------    -------  -------     
    Total deferred tax provision         $(1,218)  $   (573) $   728   
======================================================================

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1995 and 1994 consist of the following:
- -------------------------------------------------------------------------
(In thousands)                                    1995               1994
- -------------------------------------------------------------------------
Deferred tax assets

  Accrued liabilities, differences in
    expense recognition                         $11,341            $12,087
  Alternative minimum tax carryforwards             448              1,248
  Inventories, overhead capitalization
    differences                                      76                492
  Capital loss carryforward                         395                432
  Restricted stock, differences in
    compensation recognition                        -                   18
  Net operating loss carryforwards                  280                 42
                                                -------            -------
                                                 12,540             14,319
Less valuation allowance                            -                  -
                                                -------            -------
                                                 12,540             14,319
Deferred tax liabilities                        -------            -------
         
  Fixed assets, principally depreciation
    method differences                           15,897             17,159
  Prepaid pension costs                           1,452              2,728
  State, local and other taxes                    1,194              2,423
  Inventories, differences in LIFO methods        2,365              1,917
  Asset valuation differences                       188                415
                                                -------            -------
                                                 21,096             24,642
                                                -------            -------
Net deferred tax liability                      $ 8,556            $10,323
==============================================================================
At December 31, 1995,  A. P. Green has alternative minimum tax credit
carryforwards of approximately $448,000 which are available to reduce future
federal ordinary income taxes over an indefinite period.  Management believes
it is more likely than not that all deferred tax assets will be realized and,
accordingly, no valuation allowance is required.  Tax years subject to review
by the Internal Revenue Service are 1994 and 1995.

A. P. Green has not recognized a deferred tax liability for the undistributed
earnings of its wholly owned foreign subsidiaries that arose in 1995 and prior
years since the Company does not expect those unremitted earnings to become
taxable in the foreseeable future.  A deferred tax liability will be
recognized, if necessary, when the Company expects that it will recover those
undistributed earnings in a taxable manner, such as through receipt of
dividends or sale of the investments.  The remittance of foreign earnings
subjected to tax at a rate greater than the U.S. rate may create a tax asset
for the Company to the extent foreign tax credits may be generated and are
able to be utilized.  As of December 31, 1995, 1994 and 1993, the
undistributed earnings of these subsidiaries were approximately $4.2 million,
$3.3 million and $2.9 million, respectively. 

Note 11: Incentive Plans 
- ------------------------
A. P. Green maintains the 1987 Long-Term Performance Plan (the 1987 Plan), the
1989 Long-Term Performance Plan (the 1989 Plan) and the 1993 Performance Plan
(the 1993 Plan).  Under each of the plans, common stock has been reserved for
issuance in the form of incentive stock options, nonqualified stock options,
restricted stock and performance shares.  Under the 1987 plan, shares are also
available for issuance in the form of stock appreciation rights.  Following is
a summary by Plan of the common shares issued and available for issuance:
- ------------------------------------------------------------------------------
                                         1987       1989       1993  
                                         Plan       Plan       Plan      Total
- ------------------------------------------------------------------------------

Common stock reserved for issuance     195,000    195,000    225,000   615,000

Shares issued                          100,500     64,121      9,000   173,621

Shares committed in the form of
  stock options                         86,250    100,500    191,250   378,000
                                       -------    -------    -------   -------
Remaining shares available for grant     8,250     30,379     24,750    63,379
==============================================================================
At December 31, 1995, restrictions had lapsed with respect to all of the
shares issued as restricted stock.  Compensation expense relating to the
restricted stock grants is recognized over the applicable vesting periods and
the unamortized portion of the deferred compensation related to the restricted
stock is reflected as a component of stockholders' equity.

                                27
<PAGE>

Stock options outstanding under each of the plans and their respective
exercise prices are summarized as follows:
- -----------------------------------------------------------------------------
                                  Number of      Exercise      Price at Which
                                   Shares          Price         Exercisable
- -----------------------------------------------------------------------------

     1987 Plan                      86,250        $18.33             N/A
                                   -------
     1989 Plan                       6,000         18.33             N/A
                                    94,500         13.33             N/A
                                   -------                                 
                                   100,500
                                   ------- 
     1993 Plan                      26,250         12.33           $15.33(1)
                                    41,250         12.33            17.00(1)
                                    41,250         12.33            18.67(1)
                                    41,250         12.33            20.00(1)
                                    41,250         12.33            22.00(1)
                                   -------
                                   191,250
                                   -------
                                   378,000
==============================================================================
(1) At December 31, 1995, the options having a price at which exercisable of
$15.33, $17.00, $18.67 and $20.00 per share were exercisable.  None of the
remaining options having an exercise price of $12.33 per share were
exercisable, as the last transaction price of the common stock had not equaled
or exceeded $22.00 per share for 30 consecutive trading days.  

All of the options having exercise prices of $18.33 and $13.33 per share were
exercisable at December 31, 1995.  All of the options having an exercise price
of $12.33 become exercisable if, prior to February 18, 1998 and for a period
of 30 consecutive trading days, the last transaction price of the common stock
equals or exceeds the price at which the options become exercisable as
outlined above.  To the extent these options become exercisable, they will
remain exercisable until February 18, 2003.  To the extent that all or a
portion of the options do not become exercisable due to failure to reach the
designated stock price levels, such options will become exercisable for one
day on February 19, 1998.

During 1995, a total of 1,500, 9,000 and 9,000 options were exercised at
prices of $18.33, $13.33 and $12.33, respectively.  In addition, 6,000 options
expired due to termination of employment.  There were no options granted
during 1995.

Note 12: Pension Plans 
- ----------------------
A. P. Green has various pension plans covering substantially all employees. 
Plan benefits are generally based on years of service and compensation during
the last years of employment.  A. P. Green's contributions are made in
accordance with independent actuarial reports to meet minimum funding
requirements.  The Company contributed $2.1 million and $578,000 to these
plans during 1995 and 1994, respectively.  Contributions were made primarily
to fund the General plans.  The plans' assets consist primarily of listed
common stocks and debt securities.  Net pension (income) expense for the years
ended December 31, 1995, 1994 and 1993 included the following components:
- -----------------------------------------------------------------------------
(In thousands)                                    1995      1994        1993
- -----------------------------------------------------------------------------
Service cost of benefits earned during period    $ 1,676   $ 1,793   $ 1,289 
Interest cost on projected benefit obligations     8,703     6,751     5,554 
Actual (gain) loss on assets                     (20,964)    1,055   (10,149)
Net amortization and deferral                     12,454    (8,892)    2,754 
                                                --------  --------  --------
  Net pension (income) expense                     1,869       707      (552)
Multiemployer pension expense                        170       181       179 
                                                --------  --------  --------
  Total pension (income) expense                 $ 2,039   $   888   $  (373)
==============================================================================

The majority of the Company's pension plans have plan assets that exceed
accumulated benefit obligations.  However, of the plans acquired from General
in 1994, three of the four plans have accumulated benefit obligations that
exceed plan assets.  The following table sets forth the actuarial present
value of benefit obligations and funded status for all of the Company's
pension plans at December 31, 1995 and 1994.  Plan asset values and benefit
obligations are measured as of September 30, 1995 and 1994:
- ------------------------------------------------------------------------------
(In thousands)                             1995                    1994        
                                   --------------------   --------------------
                                   Assets   Accumulated   Assets   Accumulated
                                   Exceed     Benefits    Exceed     Benefits
                                 Accumulated   Exceed   Accumulated   Exceed
                                  Benefits     Assets    Benefits     Assets
- ------------------------------------------------------------------------------
Accumulated benefit obligations, 
   substantially all of which
   are vested                    $(90,318)   $(27,585)   $(76,994)  $(23,903)
 Effect of projected future
   compensation levels             (7,442)        (24)     (5,800)       -   
                                 --------    --------    --------   --------
  Projected benefit obligations   (97,760)    (27,609)    (82,794)   (23,903)
Plans' assets at fair value        99,899      15,597      87,694     13,686
                                 --------    --------    --------   --------
  Excess (deficiency)               2,139     (12,012)      4,900    (10,217)
 Unrecognized net asset at
  transition                       (3,576)        (24)     (4,073)       (27)
 Unrecognized net (gain) loss       4,794         827       2,747     (1,500)
Unrecognized prior service cost     4,036         582       4,610         82
Minimum pension liability adjustment  -        (1,598)        -          -
                                 --------    --------    --------   --------
  Prepaid (accrued) pension cost $  7,393    $(12,225)   $  8,184   $(11,662)
==============================================================================
In accordance with Statement of Financial Accounting Standards No. 87,
"Employers' Accounting for Pensions," the Company recorded an additional

                                28
<PAGE>

minimum pension liability of approximately $1.6 million at December 31, 1995. 
This minimum liability represented the excess of unfunded accumulated benefit
obligations over recorded pension liabilities, determined on an individual
plan basis.  A corresponding amount was recorded as an intangible asset except
to the extent the minimum liability for a particular plan exceeded the related
unrecognized prior service cost, in which case the excess was recorded as a
reduction of stockholders' equity.  As of December 31, 1995, an intangible
asset of approximately $345,000 was recorded, along with a reduction in
stockholders' equity of $784,000, net of related tax benefits.  No minimum
pension liability adjustment was required as of December 31, 1994.

U.S. Pensions
- -------------
The expected long-term rate of return on plan assets was 8.75% for 1995 and
8.5% for 1994 and 1993.  A weighted average discount rate of 7.5% was used for
1995, 8.25% was used for 1994 and 7.5% was used for 1993.   A rate of increase
in future compensation levels of 5.0% for 1995, 1994 and 1993 was used in
determining the actuarial present value of projected benefit obligations on
all except hourly, collectively bargained plans.

Canadian Pensions
- -----------------
The expected long-term rate of return on plan assets was 8.5% for 1995, 1994
and 1993.  A weighted average discount rate of 8.0% was used for all three
years, and a 5.0% rate of increase in future compensation levels was used for
1995, 6.5% for 1994 and 1993.

Non-Employee Director Retirement Plan
- -------------------------------------
During 1995, the Company adopted a retirement plan for its non-employee
directors who retire from the Company's Board of Directors with a minimum of
five years of service on the Board.  Such directors will receive, for a period
of ten years from the date of retirement, an annual amount equal to the annual
compensation in effect at the date of retirement multiplied by 10% for each
year of service, to a maximum of 100%.  Benefits to be paid under the plan are
accrued over the remaining period to retirement of the covered directors.  The
related expense for the plan was approximately $355,000 for the year ended
December 31, 1995.

Note 13: Long-Term Non-Pension Benefits
- ---------------------------------------
The Company sponsors two defined benefit postretirement plans that cover both
salaried and nonsalaried employees.  One plan provides health care benefits to
employees hired prior to January 1, 1991 and the other provides life insurance
benefits.  The health care plan is contributory, with retiree contributions,
deductibles and benefit levels adjusted periodically; the life insurance plan
is noncontributory.  Under the terms of its health care plan, based on
anticipated increases in future health care costs, the retirees' share of
total costs will be adjusted so that the Company's share will not increase
more than 7% per annum.  The Company maintains the right to adjust benefits,
deductibles, contributions or the Company's share of increases, at its sole
discretion, at future dates.

The following table sets forth the actuarial present value of the plans'
benefit obligations at December 31, 1995 and 1994.  The accumulated
postretirement benefit obligation was measured as of September 30, 1995 and
1994.
- ------------------------------------------------------------------------------
(In thousands)                                            1995      1994
- ------------------------------------------------------------------------------ 
Accumulated postretirement benefit obligation

    Retirees, dependents and beneficiaries              $12,198   $10,360
    Fully eligible active plan participants               2,588     1,341
    Other active plan participants                        3,353     1,928
                                                        -------   -------
Accumulated postretirement benefit obligation            18,139    13,629
Unrecognized prior service cost                            (231)      -
Unrecognized net gain (loss) from past experience
  different from that assumed                            (2,844)    1,086
                                                        -------   -------    
  Accrued postretirement benefits other than pensions   $15,064   $14,715 
==============================================================================

The Company's postretirement health care plan and life insurance plan are
unfunded; the accumulated postretirement benefit obligation at December 31,
1995 and 1994 is $17.0 million and $12.7 million, respectively, for the health
care plan and $1.1 million and $906,000, respectively, for the life insurance
plan.

Net postretirement benefits cost other than pensions for the years ended
December 31, 1995, 1994 and 1993 included the following components:
- -----------------------------------------------------------------------------
(In thousands)                           1995      1994     1993
- -----------------------------------------------------------------------------
Service cost of benefits earned
  during the period                    $   344   $   355  $   337
Interest cost on accumulated
  postretirement benefit obligation      1,106     1,044    1,051
                                       -------   -------  -------
  Net postretirement benefits cost
    other than pensions                $ 1,450   $ 1,399  $ 1,388
==============================================================================

For measurement purposes, an 11% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 1995; the rate was
assumed to decrease gradually to 5% by 2001 and remain at that level
thereafter.  Increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated postretirement
benefit obligation for the health care plan as of December 31, 1995 by 2.6%,

                                        29
<PAGE>
 
or $445,000, and would increase the service and interest costs of net
postretirement health care benefits for the year then ended by 3.3%, or
$46,000.

The discount rate used in determining the accumulated postretirement benefit
obligation was 7.5% at December 31, 1995, 8.25% at December 31, 1994 and 7.5%
at December 31, 1993.

As discussed in Note 5, the Company adopted Statement 112 effective January 1,
1994.  This standard requires use of the accrual method of accounting for
benefits provided to former or inactive employees after employment but before
retirement, rather than recognizing these expenses as they are paid.  The
projected benefit obligation relates to short-term and long-term disability
benefits provided by the Company to salaried employees.  The annual
incremental expense for 1995 and 1994 was not material and the projected
benefit obligation was $533,000 and $555,000 as of December 31, 1995 and 1994,
respectively.

Note 14: Employee Savings Plans
- -------------------------------
The Company sponsors two defined contribution employee savings plans under
Section 401(k) of the Internal Revenue Code.  In one plan, all U.S. full-time
salaried employees and the hourly employees of certain plants are eligible to
participate.  Participants are entitled to contribute between 2% and 15% of
compensation.  The Company makes contributions to the Employee Stock Ownership
Trust.  Amounts charged against income were approximately $1.2 million, $1.2
million and $1.4 million in 1995, 1994 and 1993, respectively.

The other plan, instituted in 1991, covers employees at certain locations who
have negotiated participation through collective bargaining.  Participants are
eligible to contribute between 2% and 15% of compensation.  For some of these
locations, the Company matches 25% of the first 6% of a participant's
contribution.  Amounts charged against income were approximately $214,000,
$151,000 and $128,000 in 1995, 1994 and 1993, respectively.

Note 15: Employee Stock Ownership Trust 
- ---------------------------------------
The Company sponsors an Employee Stock Ownership Trust (ESOT).  All U.S.
full-time salaried employees and the hourly employees of certain plants are
eligible to participate.  The ESOT purchased a total of 447,760 previously
unissued shares of A. P. Green common stock.  The shares were issued to the
ESOT in accordance with the Stock Purchase Agreement between LaSalle National
Bank, as Trustee, and A. P. Green.  The aggregate purchase price of $10.0
million was financed entirely by A. P. Green.  To secure the financing, the
ESOT has pledged the shares to A. P. Green.  A. P. Green makes the necessary
contributions to the ESOT.

- ------------------------------------------------------------------------------
(In thousands)                                1995        1994        1993
- ------------------------------------------------------------------------------
Interest payments on ESOT debt              $  762      $  806      $  847
Principal payments                             515         471         430
Less
   Dividends on ESOT shares used for
     debt service                             (114)       (104)        (27)
   Forfeitures                                (104)        (58)         -
   Interest income                              (3)         -           -
                                            ------      ------      ------
Contributions to ESOT                        1,056       1,115       1,250
Administrative expenses                        147         159         127
                                            ------      ------      ------
Employee savings plan cost                  $1,203      $1,274      $1,377
==============================================================================
The loan to the ESOT is repayable in annual installments extending through
September 30, 2004.  Interest is payable semiannually at 9.5% per annum.  The
note receivable from the ESOT is reflected as a reduction of stockholders'
equity in the accompanying consolidated financial statements.  The Company
recognized interest income on the ESOT note of $750,000, $795,000 and $837,000
in 1995, 1994 and 1993, respectively.

Note 16: Preferred and Common Stock 
- -----------------------------------
The Company's preferred stock can be issued in one or more series without
stockholder approval.  A Preferred Share Purchase Right (Right) is attached to
each outstanding share of common stock.  The Rights become exercisable 10 days
following a public announcement that a party acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of A. P. Green's outstanding
common shares, or 10 days following commencement or announcement of a tender
offer or exchange offer for 30% or more of A. P. Green's outstanding common
shares.  When exercisable, each Right entitles the registered holder to
purchase from A. P. Green 1/10 of a share of a junior participating preferred
stock, Series A, $1 par value per share, which is substantially similar to one
common share, at a price of $45 per 1/10 of a preferred share, subject to
adjustment.  If A. P. Green is involved in a merger or business combination or
if the acquiring entity engages in "self dealing transactions" after the
Rights become exercisable, the Rights will entitle the holder to buy a number
of shares of common stock of the acquiring company or of A. P. Green, as the
case may be, having a fair market value at that time of twice the exercise
price of the Right.

                                30
<PAGE>

Note 17: Supplemental Financial Information
- -------------------------------------------
Cash payments and selected non-cash investing and financing activities during
1995, 1994 and 1993 were as follows:
- -----------------------------------------------------------------------
(In thousands)                        1995        1994        1993
- -----------------------------------------------------------------------
Income taxes paid                   $4,093      $2,125      $2,401      
Interest paid                        3,191       1,039       1,058      
==============================================================================
Other non-cash activities during 1993 included a write-up to fair value of
land in Little Rock, Arkansas and the transfer of that property to the City of
Little Rock.

Rental payments were approximately $1.0 million in each of the last three
years.  Minimum future payments under non-cancellable operating leases are
approximately $1.0 million in 1996 and decline progressively to $0 after 2000. 
In most cases, management expects expiring leases will be replaced by similar
leases. 

Research and development costs are expensed as incurred and amounted to
approximately $2.9 million, $2.5 million and $2.2 million during 1995, 1994
and 1993, respectively.

Note 18: Litigation
- -------------------
Asbestos-Related Claims - Personal Injury
- -----------------------------------------
A. P. Green is among numerous defendants in lawsuits pending as of December
31, 1995 that seek to recover compensatory and, in many cases, punitive
damages for personal injury allegedly resulting from exposure to
asbestos-containing products.

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 numbers and types of claims brought
against it.  

Claims activity for the Company for each of the years ended
December 31, 1995, 1994 and 1993, based upon information provided by the
Center, was as follows:

- ------------------------------------------------------------------------------
                                          1995        1994        1993
- ------------------------------------------------------------------------------
Claims pending at January 1              50,920      52,122      50,007
Claims filed                             12,560      14,836      26,100
Cases settled, dismissed or
 otherwise resolved                     (15,113)    (16,038)    (23,985)
                                        -------     -------     -------
Claims pending at December 31            48,367      50,920      52,122
                                        =======     =======     =======
Average settlement amount per claim(1)  $ 1,778     $ 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 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
and enjoined Class members from filing lawsuits in the tort system against the
Members.  The Center is processing and settling claims filed by Class members
pursuant to the Settlement.  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
policies of insurance.  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 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.  Additionally, the Company has reviewed the claims asserted by
Bartells against the issuers of such policies and any exposure of the Company


                                31
<PAGE>

to such claims.  Based upon such reviews, the Company has projected its
liability for such cases and claims to be approximately $137.2 million and
$135.6 million at December 31, 1995 and 1994, respectively, with partially
offsetting projected insurance reimbursements of approximately $135.2 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
the Company's 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 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.

Asbestos-Related Claims-Property Damage
- ---------------------------------------
A. P. Green is 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 financial
position or results of operations.

There was no assumption by the Company of asbestos-related liability, either
personal injury or property damage, in connection with the August 1994 General
acquisition.

Environmental
- -------------
The EPA or 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
- -----
From time to time, 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.

Note 19: Industry and Geographic Segments 
- -----------------------------------------
A. P. Green operates principally in two industry segments: Industrial Lime and
Refractory Products and Services.  Segment net sales include products sold and
services rendered to unaffiliated customers.  Interindustry segment sales were
immaterial for the periods presented.  No single customer accounted for more
than 10% of consolidated annual net sales in any such period.  Segment
operating profit includes all costs and expenses directly related to the
segment involved and a reasonable allocation of general costs and expenses
which benefit more than one segment.  General corporate expenses, interest
income and interest expense are shown as separate line items in order to
arrive at consolidated earnings before income taxes and cumulative effect of
an accounting change.  Corporate identifiable assets include those assets
maintained for corporate purposes, which are not directly related to the
operations of either industry segment.

                                32
<PAGE>

Industry Segments
- -----------------------------------------------------------------------
(In thousands)                        1995        1994        1993
- -----------------------------------------------------------------------
Net Sales
- -----------------------------------------------------------------------
Refractory products and services   $212,203     $160,933     $128,627  
Industrial lime                      37,727       35,144       34,587   
Intersegment eliminations              (215)        (159)        (252)  
                                 ----------  -----------  ----------- 
                                   $249,715     $195,918     $162,962   
=======================================================================
Operating Profit
- -----------------------------------------------------------------------
Refractory products and services   $ 12,565     $ 11,463     $ 10,222    
Industrial lime                       6,911        5,429        5,939   
                                  ----------  -----------  ----------- 
                                     19,476       16,892       16,161  
                                  ----------  -----------  ----------- 
Other charges to income
  General corporate
    expenses, net                     7,434        6,946        7,072  
  Interest expense                    3,190        1,947        1,058  
  Interest income                    (1,513)      (1,296)      (1,361) 
                                  ----------  -----------  ----------- 
                                      9,111        7,597        6,769  
                                  ----------  ----------- ----------- 
Earnings before income taxes
  and cumulative effect of an
  accounting change                $ 10,365     $  9,295     $  9,392  
======================================================================
Identifiable Assets
- ----------------------------------------------------------------------
Refractory products and services   $313,165     $311,514     $273,061  
Industrial lime                      47,698       47,995       45,827  
Corporate                            12,705       13,613       20,426  
                                  ----------  ----------  ----------- 
                                   $373,568     $373,122     $339,314  
=====================================================================
Depreciation, Depletion and Amortization
- ---------------------------------------------------------------------
Refractory products and services   $  6,375     $  4,967     $  4,336  
Industrial lime                       2,751        2,653        2,419  
Corporate                             1,048        1,105          916  
                                 ----------  -----------   ---------- 
                                   $ 10,174     $  8,725     $  7,671   
=====================================================================
Capital Expenditures
- ---------------------------------------------------------------------
Refractory products and services   $  7,597     $  2,154     $  1,448  
Industrial lime                       2,137        3,482        4,220  
Corporate                               422          846          481  
                                 ----------  -----------  ----------- 
                                   $ 10,156     $  6,482     $  6,149  
=====================================================================

A. P. Green's principal operations are located in the United States, the
United Kingdom, Canada, Mexico and the Far East.  Transactions between
geographic areas are accounted for on an "arm's-length" basis.  Export sales
to foreign, unaffiliated customers represent less than 10% of consolidated
annual net sales. 

- ---------------------------------------------------------
Geographic Segments
- ---------------------------------------------------------
(In thousands)            1995       1994        1993
- ---------------------------------------------------------
Net Sales
- ---------------------------------------------------------
United States          $219,571    $176,869    $147,362    
Canada                   24,045      17,876      12,013    
United Kingdom            9,745       7,336       8,316    
Mexico                    3,242         -           -  
Intersegment transfers   (6,888)     (6,163)     (4,729)   
                      ---------- ----------- ----------- 
                       $249,715    $195,918    $162,962  
=========================================================
Earnings Before Income Taxes and Cumulative Effect
  of an Accounting Change
- ---------------------------------------------------------
United States          $  7,935    $  8,215    $  8,598  
Canada                    1,416         744         394  
United Kingdom              673         336         400  
Mexico                      341         -           -
                      ---------- ----------- ----------- 
                       $ 10,365    $  9,295    $  9,392  
=========================================================
Identifiable Assets
- ---------------------------------------------------------
United States          $330,285    $339,380    $307,967  
Canada                   18,000      15,887       7,301      
United Kingdom            5,020       4,242       3,620      
Mexico                    5,451         -           -
Far East                  2,107         -           -
Corporate                12,705      13,613      20,426      
                      ---------- ----------- ----------- 
                       $373,568    $373,122    $339,314  
=========================================================

                                33
<PAGE>

Note 20: Quarterly Financial Highlights (Unaudited) 
- ---------------------------------------------------
(Dollars in thousands, except per share data)

                         First   Second    Third   Fourth
                        Quarter  Quarter  Quarter  Quarter
                        -------  -------  -------  -------
1995 
Net sales               $61,889  $64,315  $62,652  $60,859
Gross profit             10,438    9,959   11,188    9,821
Net earnings              1,688    2,506    2,265    2,341
Net earnings per
  common share              .42      .62      .56      .58
- -----------------------------------------------------------
1994
Net sales               $37,503  $40,849  $54,255  $63,311
Gross profit              6,106    7,452    9,288   11,652
Earnings before
  cumulative effect of
  an accounting change      436    1,356    2,176    2,705
Cumulative effect of
  an accounting change     (255)     -        -        -
                        -------  -------  -------  -------
Net earnings                181    1,356    2,176    2,705 

Earnings per common
  share before
  cumulative effect of
  an accounting change      .11      .34      .54      .66
Cumulative effect of
  an accounting change     (.06)     -        -        -
                        -------  -------  -------  -------
Net earnings per   
  common share              .05      .34      .54      .66 
===========================================================


                   INDEPENDENT AUDITORS' REPORT


THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
A. P. GREEN INDUSTRIES, INC.:

We have audited the accompanying consolidated statements of financial position
of A. P. Green Industries, Inc. and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of earnings, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1995.  These consolidated financial statements are the
responsibility of A. P. Green's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of 
A. P. Green Industries, Inc. and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1995, in conformity with
generally accepted accounting principles.

As discussed in note 5 of notes to consolidated financial statements, the
Company changed its method of accounting for postemployment benefits in 1994.

/s/ KPMG Peat Marwick LLP


St. Louis, Missouri
February 9, 1996

                                34
<PAGE>






<TABLE>

COMPARATIVE FIVE-YEAR SUMMARY
 (Dollars in thousands, except
     per share data)
- ----------------------------------------------------------------------------------------------
<CAPTION>
For years ended December 31,       1995         1994         1993         1992        1991
<S>                              <C>          <C>          <C>          <C>         <C>
- ----------------------------------------------------------------------------------------------
Operating Items                 
Net sales                        $249,715     $195,918     $162,962     $168,309    $170,298
Gross profit                       41,406       34,498       32,083       24,217      17,762
Earnings (loss) before  
    income taxes and 
    cumulative effect of
    accounting changes             10,365        9,295        9,392       (5,188)     (7,833)
Earnings (loss) before
  cumulative effect of
  accounting changes                8,800        6,673        6,497       (3,167)     (4,963)
Cumulative effect of 
  accounting changes,
  net of tax                          -           (255)         -         (4,134)        -      
                                ---------     --------     --------     --------    --------
Net earnings (loss)                 8,800        6,418        6,497       (7,301)     (4,963)

Per share data(1)
  Earnings (loss)
   before cumulative
   effect of accounting
   changes, net of tax           $   2.18     $   1.65     $   1.62    $    (.79)    $ (1.24)
  Cumulative effect of
   accounting changes,
   net of tax                        -            (.06)        -           (1.03)       -     
                                 --------     --------     --------     --------    --------
  Net earnings (loss) 
   per common share                  2.18         1.59         1.62        (1.82)      (1.24)
 
  Dividends                           .28          .24          .06         -            .30
     
Other Financial Items
Working capital                  $ 79,615     $ 78,312     $ 54,198     $ 45,714    $ 46,138
Current ratio                       2.2:1        1.9:1        1.9:1        1.8:1       2.0:1
Capital expenditures             $ 10,156     $  6,482     $  6,149     $  3,622    $  6,442
Depreciation, depletion
    and amortization               10,174        8,725        7,671        7,546       7,013
Total assets                      373,568      373,122      339,314      343,412     368,468
Long-term debt                     34,384       37,023       12,160       12,284      16,017
Stockholders' equity              113,999      107,038      100,930       94,751     102,765
Debt to total
    capitalization(2)                24.5%        25.8%        10.8%        11.6%       17.8%
==============================================================================================
<FN>
(1) All per share data has been restated to reflect the December 10, 1993
    three-for-two stock split.

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

</TABLE>

                                            35

<PAGE>

Common Stock, Market Prices and Dividends

A. P. Green Industries, Inc.'s common stock is traded in the over-the-counter
market, and its quotations are reported in the National Market System of the
NASDAQ Stock Market under the symbol APGI.  The approximate number of
stockholders of record of A. P. Green's common stock at December 31, 1995 was
3,900.

The following table sets forth the high and low per share sale prices as
reported in the NASDAQ Stock Market and dividends for each quarter during the
last two years.

                                 1995                       1994 
                       ----------------------      ------------------------   
                                       Cash                           Cash
Quarter Ended           Sale  Price  Dividend        Sale  Price   Dividend
                        High   Low   Declared        High   Low    Declared
- ---------------------------------------------------------------------------
March 31              $21.00  $18.25  $ .07        $20.50  $16.50   $ .06

June 30                21.00   17.00    .07         19.50   17.25     .06

September 30           24.00   18.50    .07         18.55   16.50     .06

December 31            24.00   18.38    .07         20.00   17.50     .06  

                                36
<PAGE>


                                                                
                                                                 Exhibit 21
                                                                 to Form 10-K







                                 SUBSIDIARIES

                                      OF

                         A. P. GREEN INDUSTRIES, INC.





Name                                       								Jurisdiction Incorporated

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

APG Foreign Sales Corporation				                       	Virgin Islands

APG Lime Corp.					                                    		Delaware

A. P. Green Refractories (Canada) Ltd.		                	Canada

 	1086215 Ontario Inc.				                              	Canada

A. P. Green Refractories, Inc.			                       	Delaware

 	A. P. Green de Mexico S.A. de C.V.		                  	Mexico

 	Lanxide ThermoComposites, Inc.		                      	Delaware

  		Chiam Technologies, Inc.			                          Ohio

A. P. Green Refractories Limited	                     			United Kingdom

 	Liptak Bradley Limited				                            	United Kingdom

APG Refractories Corp.			                             			Delaware

 	INTOGREEN Co. (a partnership)		                       	Missouri

Detrick Refractory Fibers, Inc.		                      		Mississippi

PT AP Green Indonesia				                              		Indonesia



                                                                
                                                                Exhibit 23
                                                                to Form 10-K








                         Independent Auditors' Consent
                         -----------------------------

To the Board of Directors and Stockholders
A.P. Green Industries, Inc.:

We consent to incorporation by reference in the registration statement 
(No. 33-21012) on Form S-8 of A.P. Green Industries, Inc. and subsidiaries of
our report dated February 9, 1996, relating to the consolidated statements of
financial position of A.P. Green Industries, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year 
period ended December 31, 1995, and the related schedule, which report appears
in the December 31, 1995 annual report on Form 10-K of A.P. Green Industries,
Inc.  Our report refers to a change in the method of accounting for
postemployment benefits in 1994.

/s/KPMG Peat Marwick LLP

St. Louis, Missouri
March 26, 1996



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT ON FORM 10-K OF A. P. GREEN INDUSTRIES, INC. AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           9,284
<SECURITIES>                                         0
<RECEIVABLES>                                   46,113
<ALLOWANCES>                                     1,930
<INVENTORY>                                     55,557
<CURRENT-ASSETS>                               145,236
<PP&E>                                         194,565
<DEPRECIATION>                                  97,780
<TOTAL-ASSETS>                                 373,568
<CURRENT-LIABILITIES>                           65,621
<BONDS>                                         37,089
                                0
                                          0
<COMMON>                                         4,486
<OTHER-SE>                                     109,513
<TOTAL-LIABILITY-AND-EQUITY>                   373,568
<SALES>                                        249,715
<TOTAL-REVENUES>                               249,715
<CGS>                                          208,309
<TOTAL-COSTS>                                  208,309
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   120
<INTEREST-EXPENSE>                               3,190
<INCOME-PRETAX>                                 10,365
<INCOME-TAX>                                     2,182
<INCOME-CONTINUING>                              8,800
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,800
<EPS-PRIMARY>                                     2.18
<EPS-DILUTED>                                        0
        

</TABLE>


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