UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                      FORM 10-Q

            (Mark    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            One)             THE SECURITIES EXCHANGE ACT OF 1934
             [X]

             For the quarterly period ended         March 31,  1999


                                         OR


             [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                             THE SECURITIES EXCHANGE ACT OF 1934

                 Commission file number                   1-7276
                          

                                 EXOLON-ESK COMPANY

               (Exact name of registrant as specified in its charter)

                 Delaware                             16-0427000

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

                    1000 East Niagara Street, Tonawanda, New
                                   York 14150

                    (Address of Principal Executive Offices)
                                   (Zip Code)


                                 (716) 693-4550
                         (Registrant's telephone number,
                              including area code)




           (Former name, former address and former fiscal year, if changed
                                 since last report) 

          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 ____ 

          As of April 30, 1999 the registrant had outstanding 481,995
          shares of $1 par value Common Stock and 512,897 shares of $1
          par value Class A Common Stock.




                          PART I - FINANCIAL INFORMATION
                           Item 1.  Financial Statements
                                Exolon-ESK Company
                       Consolidated Condensed Balance Sheet
                        (in thousands except share amounts)

                                                   (Unaudited)
          ASSETS                                     March 31,   December 31,
                                                         1999        1998 
                                                     -----------------------
          Current assets:
               Cash                                     $5,546    $ 5,289
               Accounts receivable (less allowance
                for doubtful accounts of $250           
                in 1999 and $250 in 1998)                7,528      7,325
               Income Taxes Recoverable                    267      1,124
               Inventories                              18,898     20,219
               Prepaid expenses                            489         96
               Deferred income taxes                       542        541
                                                       ------------------
               Total Current Assets                     33,270     34,594
          Investment in Norwegian joint venture          5,519      5,594
          Property, plant and equipment, at cost        75,464     75,267
          Accumulated depreciation                    (48,955)   (48,189)
                                                       ------------------ 
               Net property, plant and equipment        26,509     27,078
          Bond sinking fund                              2,684      2,422
          Other assets                                   1,577      1,598
                                                       ------------------ 
          Total Assets                                 $69,559    $71,286
                                                       ==================
          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current liabilities:
               Note payable                            $   -      $   503
               Current maturities of long-term debt        967        967
               Accounts payable                          2,405      3,113
               Accrued expenses                          2,323      2,145
                                                       ------------------
                    Total Current Liabilities            5,695      6,728
          Deferred income taxes                          1,978      1,979
          Long-term debt excluding current portions     26,854     27,643
          Other long-term liabilities                    2,379      2,360 
                                                       ------------------ 
                    Total Liabilities                   36,906     38,710
                                                       ------------------
          Stockholders' equity:
               Preferred stock - 
                Series A - 19,364 shares issued            276        276

               Preferred stock - 
                Series B - 19,364 shares issued            166        166

               Common stock, $1 par value - 
                Auth. 600,000 shares, 512,897 issued       513        513
               Class A common stock, $1 par value -
                Auth. 600,000, 512,897 issued              513        513
               Additional paid-in capital                4,345      4,345
               Retained earnings                        28,265     28,188
               Accumulated other comprehensive         
                income                                 (1,057)    (1,057)  
               Treasury stock, at cost                   (368)      (368)
                                                      -------------------
                    Total Stockholders' Equity          32,653     32,576
                                                      -------------------
          Total Liabilities and Stockholders' Equity   $69,559    $71,286
                                                      ===================

          The accompanying notes are an integral part of these statements.


                               Exolon-ESK Company
                Consolidated Condensed Statements of Operations
                                   Unaudited
                    (in thousands except per share amounts)

                                                        Three Months
                                                      Ended March 31,

                                                        1999   1998
                                                      ---------------
          Net sales                                   $14,223 $20,351
          Cost of goods sold                           12,041  15,957
                                                      ---------------
               Gross Profit                             2,182   4,394
                                                      ---------------
          Operating Expenses
          Depreciation                                    915     733
          Selling, general & administrative expenses    1,232   1,448

          Research and development                         17      34
                                                      ---------------  
               Total Operating Expenses                 2,164   2,215
                                                      ---------------
          Operating (Loss) Income                          18   2,179
                                                      ---------------

          Other Income (Expense):
               Equity in (Loss)Earnings before
                income taxes of Norwegian Jt. venture    (74)      56
               Interest expense                         (399)   (213)
               Miscellaneous income(expense)              588   (105) 
                                                      ---------------
               Total Other Income(Expense)                115   (262)
                                                      ---------------
          Earnings before income taxes                    133   1,917


          Income tax benefit (expense)                   (56)   (720)
                                                      ---------------
          Net Earnings                                    $77  $1,197
                                                      ===============

          Earnings Per Common Share:
               Basic                                    $0.07   $1.23
               Diluted                                  $0.07   $1.19


          Earnings Per Class A Common Share:
               Basic                                    $0.06   $1.16
               Diluted                                  $0.06   $1.12

                             
            The accompanying notes are an integral part of these statements.



                                  Exolon-ESK Company
                   Consolidated Condensed Statements of Cash Flows
                                      Unaudited
                                    (in thousands)
                                                          Three Months
                                                        Ended March 31,
                                                          1999     1998
                                                        ---------------

              Net cash provided by operating activities $2,220   $2,322
                                                        ---------------
              Cash Flow from Investing Activities:
                  Capital expenditures                   (409)  (1,256)
                                                        ---------------

              Cash Flow from Financing Activities:
                  Repayments on debt                   (1,292)    (400)
                  Payments to bond sinking fund          (262)    (217)
                  Dividends paid                            -      (11)
                                                       ----------------
              Net Cash Provided by Financing Activities(1,554)    (628)
                                                       ----------------

              Net increase in cash                         257      438

              Cash at beginning of period                5,289    2,503
                                                       ----------------
              Cash at end of period                     $5,546   $2,941
                                                       ================
              The accompanying notes are an integral part of these statements.


                                 EXOLON-ESK COMPANY
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                     (Unaudited) 

          NOTE 1    The accompanying unaudited consolidated condensed
                    financial statements have been prepared in accordance
                    with generally accepted accounting principles for
                    interim financial information and with the instructions
                    to Form 10-Q and Article 10 of Regulation S-X. 
                    Accordingly, they do not include all of the information
                    and footnotes required by generally accepted accounting
                    principles for complete financial statements.  In the
                    opinion of management, all adjustments  (consisting of
                    normal recurring accruals) considered necessary for a
                    fair presentation have been included.  Results for the
                    period ended March 31, 1999 are not necessarily
                    indicative of the results that may be expected for the
                    year ending December 31, 1999.

                    For further information, refer to the financial
                    statements and footnotes thereto for the year ended
                    December 31, 1998 included in the Company's Annual
                    Report on Form 10-K filed with the Securities and
                    Exchange Commission.

          NOTE 2    The following are the major classes of inventories (in
                    thousands) as of March 31, 1999 and  December 31, 1998:
                    

                                               March  31,   December 31,
                                                  1999          1998
                                              (Unaudited)
                                              --------------------------
                    Raw Materials                    $732         $1,669

                    Semi-Finished and            
                     Finished Goods                20,013         20,822
                    Supplies and Other              1,390            965
                                              --------------------------
                                                   22,135         19,987

                     Less:  LIFO Reserve          (3,237)        (3,237)
                                              --------------------------
                                                  $18,898        $20,219
                                              ==========================

          NOTE 3    Contingencies
                                                                            
          a.   Environmental issues

                    Norwegian Joint Venture

                    The Government of Norway held discussions with certain
                    Norwegian industries including the abrasive industry
                    concerning the implementation of reduced gaseous
                    emission standards.  The Company's joint venture is
                    participating in these discussions to help achieve the
                    Norwegian Government's objectives as well as assuring
                    long term economic viability for the joint venture. 

                    The Norwegian State Pollution Control Authority has
                    issued limits regarding dust emissions and Sulfur 
                    Dioxide emissions that will apply to all Norwegian
                    silicon carbide producers.  Specific target emission
                    limits have been set, and a compliance timetable
                    ranging from the present until January 1, 2001 has been
                    established.  The costs associated with achieving
                    compliance with these limits are uncertain as a result
                    of various alternatives presently being considered by
                    the Norwegian joint venture.  Management believes the
                    joint venture can meet the sulfur requirements with
                    changes in production techniques and raw material
                    procurement including low sulfur coke.  Based upon
                    currently known information the Company estimates the
                    future costs associated with achieving  compliance with
                    these limits would approximate $2 million.   

               b.   Legal Matters

                    (i) Federal Proceedings and Related Matters

                    On October 18, 1994, a lawsuit was commenced in the
                    U.S. District Court for the Eastern District of
                    Pennsylvania (No. 94-CV-6332) under the title "General
                    Refractories Company v. Washington Mills Electro
                    Minerals Corporation and Exolon-ESK Company."  The suit
                    purports to be a class action seeking treble damages
                    from the defendants for allegedly conspiring with
                    unnamed co-conspirators during the period from January
                    1, 1985 through the date of the complaint to fix,
                    raise, maintain and stabilize the price of artificial
                    abrasive grains and to allocate among themselves their
                    major customers or accounts for purchases of artificial
                    grains.  The plaintiffs allegedly paid more for
                    abrasive grain products than they would have paid in
                    the absence of such anti-trust violations and were
                    allegedly damaged in an amount that they are presently
                    unable to determine. On or about July 17, 1995, a
                    lawsuit captioned "Arden Architectural Specialties,
                    Inc. v. Washington Mills Electro Minerals Corporation
                    and Exolon-ESK Company," (95-CV-05745(m)), was
                    commenced in the United States District Court for the
                    Western District of New York.  The Arden Architectural
                    Specialties complaint purports to be a class action
                    that is based on the same matters alleged in the
                    General Refractories complaint.  In October 1997, the
                    Norton Company was named an additional defendant in
                    both cases.  The ultimate liability, if any, that could
                    result from these lawsuits cannot presently be
                    determined, although the Company believes that it has
                    meritorious defenses to the allegations, and it intends
                    to vigorously defend against the charges.

                    (ii)  Exolon-ESK Company of Canada, Ltd.

                    An action for damages was brought against Exolon-ESK
                    Company and Exolon-ESK Company of Canada, Ltd. by
                    International Oxide Fusion Inc. of Niagara Falls,
                    Ontario in December, 1996.  This action alleged that
                    the Thorold, Ontario facility was in the possession of
                    technology that was provided in 1990 to Exolon-ESK 
                    Company to produce MagChrome and Fused Magnesium Oxide
                    and had refused to pay further royalty payments. 
                    International Oxide Fusion Inc. claimed  damages for
                    loss of royalty payments from the number 4 furnace.  A
                    Settlement and Full Release was reached by the parties
                    in March 1999 for $500,000 Cdn. 

                    In June 1993, the Company commenced a civil legal
                    action in Ontario, Canada Court (General Division)
                    against one of its former officers and certain former
                    employees of Exolon-ESK Company of Canada, Ltd.
                    (Exolon-Canada) ( the "Defendants") on various charges
                    related to allegations that they defrauded the Company
                    and Exolon-Canada of money, property and services over
                    many years (the "Perrotto Case"). Summary Judgment was
                    granted on the issue of liability against Paul Perrotto
                    and Michael Perrotto on July 16, 1997 with a Reference
                    (hearing) directed in Toronto on the issue of damages. 
                    The hearing is scheduled for May 1999.  The action
                    remains ongoing against various other Defendants.


          NOTE 4    Comprehensive Income

                    During the three months ended March 31, 1999 and 1998,
                    total comprehensive income, which was comprised of net
                    income and foreign currency translation adjustments,
                    equaled net income.

          NOTE 5    Earnings Per Share

               The following table sets forth the computation of basic and
          diluted earnings per share (in thousands except share
          information):
                                                        Three Months
                                                       Ended March 31,
                                                        1999    1998
                                                       -------------
          Numerator: Net income available to
           common stockholders after preferred
           stock dividends                             $  66  $1,186
                                                       =============
          Numerator for basic earnings per share:

              Common stockholders (50%)                   33     593

              Class A common stockholders (50%)           33     593
                                                       -------------
                                                          66   1,186
     
          Effect of Dilutive Securities-Preferred 
             Stock Dividends                               -      11
                                                       -------------
          Net income available to common 
             stockholders after assumed conversion 
             of preferred stock                          $66  $1,197
                                                       =============

          Numerator for diluted earnings per share:

              Common stockholders (50%)                   33     598
              Class A common stockholders (50%)           33     599
                                                       -------------
                                                        $ 66  $1,197
                                                       =============

          NOTE 5          Earnings Per Share - Con't

          Denominator: Common stock

              Denominator for basic earnings
               per share - weighted average shares    481,995 481,995

              Effect of dilutive securities -  
               convertible preferred stock                  -  21,785
                                                      --------------- 
              Denominator for diluted earnings per
               share - adjusted weighted average
               shares and assumed conversions         481,995 503,780
                                                      ===============
            Class A common stock:

              Denominator for basic earnings
               per share - weighted average shares    512,897 512,897

              Effect of dilutive securities -                 
               convertible preferred stock                  -  21,785   
                                                      ---------------
              Denominator for diluted earnings 
               per share - adjusted weighted 
               average shares and assumed conversions 512,897 534,682
                                                      ===============

         Basic Earnings Per Share:

              Common Stock                              $0.07   $1.23
              Class A Common Stock                      $0.06   $1.16


         Dilutive Earnings Per Share:

              Common Stock                              $0.07   $1.19
              Class A Common Stock                      $0.06   $1.12

         The effect of the convertible preferred stock was not considered
         for 1999 because the effect would have been anti-dilutive.


         Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

         Results of Operations

         Comparison of the three months ended March 31, 1999 with the
         three months ended March 31, 1998.

                    Net Sales.  Net sales decreased $6,128,000 to
         $14,223,000 in the first three months of 1999, a decrease of 30%
         compared to net sales of $20,351,000 in the first three months of
         1998.  The decline in sales was due to a decrease in volume and
         increased pressure on prices resulting from a decrease in demand
         combined with an increase in foreign competition.

                    Gross Profit. Gross profit before depreciation expense
         was $2,182,000 in the first three months of 1999 compared to
         $4,394,000 in the first three months of 1998.  As a percent of
         sales, gross margins were 15.3% in the first three months of 1999
         compared to 21.6% in the first three months of 1998. The decrease
         in gross profit as a percent of net sales was attributed to
         increases in cost of goods sold caused by lower volumes and the
         activation of the Company's desulfurization facility and a
         decrease in the prices received for products due to competitive
         pressures.

                    Operating Expenses. Operating expenses including
         depreciation, were $2,164,000 during the first three months of
         1999 versus $2,215,000 during the first three months of 1998. 
         The decrease in operating expenses is a result of spending
         reductions of $218,000 in selling and general and administrative
         expenses, offset, in part, by increased depreciation expense of
         $183,000 primarily related to the startup of the pollution
         abatement facility in Illinois. Depreciation as a percent of
         sales was 6.4% in the first three months of 1999 compared to 3.6%
         for the first three months of 1998. The depreciation increase as
         a percent of sales was due to the 1998 mid-year startup of the
         pollution abatement facility in Illinois combined with the
         decrease in sales volume.

                    Operating Income.  Operating income was $18,000 in the
         first three months of 1999 compared to $2,179,000 in the first
         three months of 1998. The decrease in operating income is
         primarily due to the decrease in sales volume combined with
         increased costs of production.

                     Norwegian Joint Venture.  The company's 50% share of
         the pre-tax earnings of its Norwegian joint venture, Orkla Exolon
         A/S was a loss of $74,000 for the first three months of 1999
         versus a profit of $56,000 in the first three months of 1998. 
         The Company's share in the venture's net sales was $1,676,795 for
         the three months ended March 31, 1999 versus $1,860,000 in the
         three months ended March 31, 1998.

                         Interest and Miscellaneous Income. Interest
         expense increased to $399,000 in the first three months of 1999
         versus $213,000 in the first three months of 1998.  The increase
         in interest expense is primarily due to the interest costs
         incurred relative to the startup of the pollution abatement
         facility in July of 1998.  Miscellaneous income of $588,000 was
         received in the first three months of 1999 versus miscellaneous
         expense of $105,000 incurred in the first three months of 1998. 
         The increase in miscellaneous income was due to the settlement of
         a business interruption claim in Thorold related to an incident
         in 1998 and class action settlements of two antitrust litigation
         claims from suppliers of materials to Exolon-ESK.

                           Income Tax.  The Company's effective tax rate
         for the first three months of 1999 was 42% versus an effective
         tax rate of 38% for the first three months of 1998.
         Liquidity and Capital Resources

                          As of March 31, 1999, working capital (current
         assets less current liabilities) has decreased by $291,000 to
         $27,575,000 when compared to $27,866,000 as of December 31, 1998. 
         Inventories have decreased by $1,321,000 from $20,219,000 as of
         December 31, 1998 to $18,898,000 as of March 31, 1999.

                         For the three months ended March 31, 1999, net
         cash provided by operating activities was $2,220,000.  Cash
         reserves increased by $257,000 as of March 31, 1999 compared to
         December 31, 1998.  Net cash provided by operating activities was
         used to reduce outstanding debt by $1,554,000 and to fund capital
         expenditures of $409,000.

                       The Company's current ratio increased to 5.8 to 1.0
         at March 31, 1999 from 5.1 to 1.0 as of December 31, 1998. The
         ratio of total liabilities to shareholders' equity decreased to
         1.1 to 1.0 as of March 31, 1999 as compared to 1.2 to 1.0 as of
         December 31, 1998.  Management believes that the cash provided by
         operations and long-term borrowing arrangements will provide
         adequate funds for current commitments and other requirements in
         the near future.

              Reference is made to the information included in Note 3(b)
         to the Notes to Consolidated Condensed Financial Statements under
         the caption "Legal Matters", which is hereby incorporated herein
         by reference. 

         Impact of the Year 2000

              The Year 2000 (Y2K) Issue is the result of computer programs
         being written using two digits rather than four to define the
         applicable year.  Any of the Company's computer programs or
         hardware that have date-sensitive software or embedded chips may
         recognize a date using "00" as the year 1900 rather than the year
         2000.  This could result in a system failure or miscalculations
         causing disruptions of operations, including, among other things,
         a temporary inability to process transactions, send invoices, or
         engage in similar normal business activities.

              The Company's plan to resolve the Year 2000 Issue involves
         the following four phases:  assessment, remediation,
         testing/reassessment, and implementation.  To date, the Company
         has fully completed its assessment of all systems that could be
         significantly affected by the Year 2000.  The completed
         assessment indicated that most of the Company's significant
         information technology systems could be affected.  That
         assessment also indicated that there was two manufacturing
         systems also affected.  It was determined that there is little,
         if any, risk associated with the remaining production and
         manufacturing systems.  Further, the Company has determined that
         there is no risk with respect to the products it has sold and
         continues to sell.  In addition, the Company has gathered
         information about the Year 2000 compliance status of its
         significant suppliers and continues to monitor their compliance.

              For its information technology exposures, the Company has
         decided to completely replace the existing software and
         associated hardware.  To date, the Company has installed the new
         information systems at its Tonawanda, New York facility, which
         includes the corporate headquarters.  This process is completed
         to the extent that both critical and daily processing is active
         and is Y2K compliant.

              Of the two manufacturing systems affected, only one (a
         control room0 represents a significant concern.  Upgrade of the
         affected technology has been assessed, a specific solution
         specified, and the project approved.  Completion of this project
         is to occur in the Fall of 1999.  The other system is a mix
         station and is non-critical with respect to compliance.  This
         equipment is not required until December 2000.  An assessment and
         action plan has been developed but will not be implemented until
         first Quarter, 2000.
          

              Secondary systems have been evaluated and are either
         currently in compliance or expected to be in compliance by July
         31, 1999.

              The Company has queried its significant suppliers that do
         not share information systems with the Company (external agents). 
         To date, the Company is not aware of any external agent with a
         Year 2000 issue that would materially impact the Company's
         results of operations, liquidity, or capital resources.  However,
         the Company has no means of ensuring that external agents will be
         Year 2000 ready.  The inability of external agents to complete
         their Year 2000 resolution process in a timely fashion could
         materially impact the Company.  The effect of non-compliance by
         external agents is not determinable. 

              The Company has, and will continue to utilize both internal
         and external resources to replace, test,  and implement the
         software and certain hardware for Year 2000 modifications.  The
         total cost of the Year 2000 project is estimated at $1,935,000,
         which includes $723,000 for the purchase of new software and
         hardware that will be capitalized, $985,000 for the control room,
         and $227,000 that will be expensed and incurred.  To date, the
         Company has incurred approximately $900,000 related to all phases
         of the Year 2000 project.

              Management of the Company believes it has an effective
         program in place to resolve the Year 2000 issue in a timely
         manner.  As noted above, the Company has not yet completed all
         necessary phases of the Year 2000 program.  In the event that the
         Company does not complete any additional phases, the Company
         would be unable to take customer orders, manufacture and ship
         products, invoice customers or collect payments.  In addition,
         disruptions in the economy generally resulting from Year 2000
         issues could also materially adversely affect the Company.  The
         amount of potential liability and lost revenue cannot be
         reasonably estimated at this time.

              The Company currently is developing contingency plans to be
         put in place in the event it, its customers, or vendors,  do not
         complete all phases of the Year 2000 program.  Currently the plan
         has addressed staffing, to ensure technical, support, and
         managerial staff into January 2000.



         PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings

              Reference is made to the information included in Note 3 to
         the Consolidated Condensed Financial Statements of the Company
         included under Part I, Item 1 of this Form 10-Q, which is hereby
         incorporated herein by reference.

         Item 2.  Change in Securities

              None

         Item 3.  Defaults Upon Senior Securities

              None

         Item 4.  Submission of Matters to a Vote of Security Holders

              None

         Item 5.  Other Information

              None 

         Item 6.  Exhibits and Reports on Form 8-K

              (a)   Exhibits

              The following exhibits are included herein:

              27   Financial Data Schedule

              (b)   Reports on Form 8-K
          
                          None



                                     SIGNATURE

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

         EXOLON-ESK COMPANY


         s/J. Fred Silver
         J. Fred Silver
         President and Chief Executive Officer




         s/Michael Bieger
         Michael Bieger
         Vice President Finance and 
         Chief Financial Officer

         Date:     April 30, 1999