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         June 30,  1997

                                         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 August 12, 1997, 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                                       June 30,  December 31,
                                                        1997          1996
       Current assets:
            Cash                                         $14          $275
            Accounts receivable (less allowance
              for doubtful accounts of $490
              in 1996 and $419 in 1995)                9,913         9,061
            Inventories                               21,020        18,439

            Prepaid expenses                             475           526
            Total Current Assets                      31,422        28,301
       Investment in Norwegian joint venture           5,891         5,812
       Property, plant and equipment, at cost         67,408        61,157

       Accumulated depreciation                     (44,281)      (42,772)
            Net property, plant and equipment         23,127        18,385
       Other assets                                    5,544         8,985
       Total Assets                                  $65,984       $61,483

       LIABILITIES AND STOCKHOLDERS' EQUITY

       Current liabilities:
            Notes payable                               $181          $219
            Current maturities of long-term debt       1,267         1,667
            Accounts payable                           2,296         4,636

            Accrued expenses                           2,102         1,780
            Income taxes payable                         668           466
            Deferred income taxes                                       50
                 Total Current Liabilities             6,514         8,818
       Deferred income taxes                           1,436         1,436

       Long-term debt excluding current        
         installments                                 24,400        20,433
       Other long-term liabilities                     2,547         2,538
       Stockholder' equity:
            Preferred stock
                 Series A - 19,364 shares issued         276           276

                 Series B - 19,364 shares issued         166           166

            Common stock of $1 par value - Authorized 
              600,000 shares, 512,897 issued             513           513
            Class A common stock of $1 par value
              - Authorized 600,000 shares, 
              512,897 issued                             513           513

            Additional paid-in capital                 4,345         4,345
            Retained earnings                         25,828        22,999
            Cumulative translation adjustment          (186)         (186)
            Treasury stock, at cost                    (368)         (368)

                 Total Stockholders' Equity           31,087        28,258
       Total Liabilities and Stockholders'           $65,984       $61,483
         Equity

        The accompanying notes are an integral part of these statements.



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


                                            Three Months      Six Months
                                               Ended             Ended 
                                             June 30,           June 30,
                                           1997     1996     1997     1996

       Net sales                         $20,034  $19,739  $40,225  $39,585
                                                       
       Cost of goods sold                 15,145   15,044   30,754   30,346
         Gross Profit Before Depreciation  4,889    4,695    9,471    9,239
       
       Depreciation                          755      773    1,511    1,545
       Selling, general & administrative   1,384    1,347    2,714    2,745
       expenses

       Research and development                9        5       23        5
                                           2,148    2,125    4,248    4,295
            Operating Income               2,741    2,570    5,223    4,944
       Other Expenses (Income):

            Equity in (Earnings) before
             income taxes of Norwegian 
             Jt. venture                     (67)    (224)     (79)    (382)
       
            Interest expense                 264      337      516      705
            Miscellaneous expense (income)   155     (166)     241     (434)
             
                                             352      (53)     678     (111)
            Earnings before income taxes    2389    2,624    4,545    5,053

       Income tax expense                    897    1,020    1,705    2,040
             Net Earnings                 $1,492   $1,604   $2,840   $3,013

       EARNINGS PER COMMON SHARE:

            Primary                        $1.54    $1.65    $2.92    $3.10
            Fully diluted                  $1.51    $1.59    $2.84    $2.99

       EARNINGS PER CLASS A COMMON SHARE:

            Primary                        $1.44    $1.55    $2.75    $2.92
            Fully diluted                  $1.42    $1.50    $2.68    $2.82

       Weighted Average Shares Outstanding 
        (in thousands):

            Common Stock                     482      482      482      482
            Class A Common Stock             513      513      513      513

             The accompanying notes are an integral part of these statements.
                               

                                 Exolon-ESK Company
                   Consolidated Condensed Statements of Cash Flows
                                      Unaudited
                                   (in thousands)

                                                            Six Months
                                                               Ended
                                                             June 30,
                                                            1997    1996
              Net Cash Provided (Used) by Operating        
              Activities                                 (1,062)   4,298  

              Cash Flow from Investing Activities:

                  Additions to property, plant and       (6,252)  (1,857)
                    equipment                            (6,252)  (1,857)
                  Proceeds from restricted cash          
                    equivalents                           3,535        -
              Net Cash (Used) for Investing Activities   (2,717)  (1,857)
                                                             
              Cash Flow from Financing Activities:

                  Borrowings (repayments) on long-term
                    construction financing loans and 
                    revolving credit agreement            3,529  (2,850)
              
                  Dividends paid                            (11)    (11)
              Net Cash Provided (Used) by Financing              
                Activities                                3,518  (2,861)
              Net (decrease) in cash                       (261)   (420)
              Cash at beginning of period                   275     440

              Cash at end of period                       $  14   $  20

                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 June 30, 1997 are not necessarily
                    indicative of the results that may be expected for the
                    year ending December 31, 1997.

                    For further information, refer to the financial
                    statements and footnotes thereto for the year ended
                    December 31, 1996 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 June 30, 1997 and  December 31, 1996 :


                                                June 30,    December 31,
                                                    1997        1996      
                                              (Unaudited)
                                                       
                    Raw Materials                 $3,705        $3,581

                    Semi-Finished and             18,721        16,294
                    Finished Goods

                    Supplies and Other             1,055           925
                                                  23,481        20,800

                    Less:  LIFO Reserve          (2,461)       (2,361)

                                                 $21,020       $18,439


          NOTE 3    Contingencies

               a.   Environmental Issues

                    (i) Hennepin, Illinois Plant

                    On October 6, 1994, the Company entered into a Consent
                    Order (the  Consent Order ) with the Illinois Attorney
                    General and the Illinois Environmental Protection
                    Agency ( IEPA ) in complete settlement of a complaint
                    brought by them which alleged that the Company had
                    violated certain air quality requirements in the
                    operating permit for its Hennepin, Illinois plant.  The
                    Consent Order provides a schedule for the Company to
                    install a Continuous Emissions Monitoring System
                    ( CEMS ) and to implement the required Best Available
                    Control Technology ( BACT ) for air emissions, pursuant
                    to an IEPA approved construction and operating permit. 
                    The Company obtained final approval for a construction
                    permit to implement the BACT during 1996.  The Company
                    purchased a 20 acre parcel of land adjacent to its
                    property in 1995 and construction has commenced.

                    In order to comply with the Consent Order and complete
                    facility improvements, the Company expects to incur
                    capital costs within the range from $13,000,000 to
                    $14,000,000.  As of June 30, 1997, the Company has
                    incurred approximately $8,892,000 of capital costs
                    related to the facility improvements.  The remaining
                    costs are expected to be incurred over the next 12
                    months.  The Company has obtained a modification of its
                    Industrial Revenue Bond Agreement to allow for the
                    required capital expenditures under the Consent Order. 
                    The cost of these required capital improvements is
                    being financed with the $13,000,000 of proceeds from
                    long-term bonds, a portion of which are tax-exempt,
                    issued by the Upper Illinois River Valley Development
                    Authority.

                    (ii) 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 timetable stretching 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.

                    The Company's joint venture appointed a project group
                    to complete a study and define a project to minimize
                    sulfur and dust emissions which was presented to the
                    Norwegian State Pollution Control Authority on March 1,
                    1995.  The Authority has prepared an internal study of
                    the report and the Authority's draft for new
                    concessions was presented to the joint venture in
                    February 1996.  Based on a consensus for the
                    metallurgical industry, the joint venture has initiated
                    discussions with the Authority to obtain acceptable
                    emissions levels.  The costs associated with the
                    implementation of environmental expenditures are
                    uncertain as a result of various alternatives presently
                    being considered by the Norwegian joint venture.

               b.   Legal Matters

                    (i) Federal Proceedings and Related Matters
                    On December 8, 1994, in an ex parte proceeding the U.S.
                    Defense Logistics Agency (the "DLA") issued a
                    Memorandum of Decision that temporarily suspended
                    certain parties including the Company (defendants) from
                    contracting with the U.S. Government under procurement
                    or non-procurement programs pending the completion of
                    the Antitrust Proceedings.  On January 31, 1995, the
                    DLA amended the Memorandum of Decision (as amended, the
                    "DLA Suspension") to include under the DLA Suspension
                    sixteen alleged affiliates of the defendants including
                    the Company's subsidiary, Exolon-ESK Company of Canada
                    Ltd., and Orkla Exolon  KS, the Norwegian partnership
                    in which the Company's subsidiary, Norsk Exolon AS, has
                    a 50% partnership interest.  The DLA Suspension alleged
                    as causes for the suspension (i) the indictments of the
                    parties in the Antitrust Proceedings, (which have now
                    been settled and no criminal charges were imposed) and
                    (ii) on separate occasions in October and November of
                    1994 the Company's former President and former
                    Executive Vice President individually made alleged
                    false certifications in DLA sales contracts denying the
                    existence within the past three years of any
                    indictments of the kind involved in the Antitrust
                    Proceedings.  A jury trial on a separate criminal
                    complaint against the Company and the former Executive
                    Vice President based on the alleged false
                    certifications in DLA sales contracts found the Company
                    and the former Executive Vice President not guilty of
                    all charges.

                    The Company and the DLA have entered into an
                    Administrative Agreement effective August 1, 1997 which
                    lifts the current suspension and permits the Company to
                    bid on material immediately, provided the Company
                    complies with the final terms of the Agreement through
                    July 1, 1999.  The Company paid a $10,000
                    Administrative Fee in connection with this Agreement.

                    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, in violation of Section 1 of the Sherman Act,
                    15 U.S.C. S 1.  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.  The Company believes
                    that it has meritorious defenses to the allegations,
                    and it intends to vigorously defend against the
                    charges.

                    In addition to the potential liabilities that the
                    Company may experience in the legal proceedings brought
                    by these third parties, the Company may incur material
                    expenses in defending against the actions, and it may
                    incur such expenses even if it is found to have no
                    liability for any of the charges asserted against it.

                    (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 has been
                    brought on the basis that the Thorold, Ontario facility
                    is in the possession of technology that was provided in
                    1990 to Exolon-ESK Company to produce MagChrome and
                    Fused MgO and has refused to pay further royalty
                    payments.  International Oxide Fusion Inc. claims
                    damages for loss of royalty payments from the furnaces
                    in Thorold, Ontario which they allege use this
                    technology.  Exolon-ESK Company and Exolon-ESK Company
                    of Canada, Ltd. have filed a Statement of Defense and
                    Counterclaim against International Oxide Fusion Inc.,
                    Edward J. Bielawski, Robert Thiel (the principals of
                    International Oxide Fusion Inc.), Thomas Farr and
                    Fusion Unlimited (Niagara) Inc. which was issued in
                    January, 1997 in Toronto, Ontario.  At this time, the
                    Company is  not in a position to reasonably estimate
                    the range of any loss or gain.  The Plaintiffs seek
                    approximately $182 million as damages, which management
                    considers to be beyond any reasonable understanding. 
                    The Company's counterclaim is in the amount of
                    approximately $22 million.

                    A separate, unrelated lawsuit was commenced by The
                    Exolon-ESK Company of Canada, Ltd. against Theeb, Ltd.
                    and Edward J. Bielawski in August, 1997.  The action
                    arises out of a 1985 contract whereby the Defendants
                    acted negligently in connection with a crane and its
                    runway system.  The Company is seeking $2 million in
                    damages for negligence and punitive damages.

                    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 to a Master in Toronto on the issue
                    of damages.  The hearing is expected to be held in
                    Fall, 1997.  The action remains ongoing against various
                    other Defendants.

          Note 4    In February 1997, the Financial Accounting
                    Standards Board issued Statement No. 128,
                    "Earnings per Share," which is required to be
                    adopted by the Company on December 31, 1997. 
                    Statement No. 128 revises the calculation of
                    primary earnings per share, which has been renamed
                    basic earnings per share, and renames fully
                    diluted earnings per share as diluted earnings per
                    share.  Management does not expect that Statement
                    No. 128 will have any impact on the Company's
                    reported earnings per share.

                    In June 1997, the Financial Accounting Standards Board
                    issued Statement No. 130, "Reporting Comprehensive
                    Income", which is effective for fiscal years beginning
                    after December 15, 1997.  The Company has not yet
                    determined the impact Statement No. 130 will have on
                    its financial statements.

                    In June 1997, the Financial Accounting Standards Board
                    issued Statement No. 131, "Disclosure about Segments of
                    an Enterprise and Related Information," which is
                    effective for fiscal years beginnings after December
                    15, 1997.  The Company does not expect that Statement
                    No. 131 will have any material effect on its financial
                    statements.


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

          Results of Operations

          Comparison of the Six Months Ended June 30, 1997 with the Six
          Months Ended June 30, 1996

               Net Sales. Total net sales increased by 2% to $40,225,000
          during the six months ended June 30, 1997 from $39,585,000 in the
          first six months of 1996. 

               Gross Profit.  Gross profit prior to depreciation expense
          was $9,471,000 in the first six months of 1997 when compared to
          $9,239,000 in the first six months of 1996.  As a percent of net
          sales, gross margins were 24% in the first six months of 1997
          compared to 23% in the same period of 1996. 

               Operating Expenses.  Total operating expenses decreased to
          $4,248,000 in the six months ended June 30, 1997 from $4,295,000
          in the same period of 1996.  Operating expenses as a percent of
          sales remained at 11% in the first six months of 1997 the same as
          the first six months of 1996.  The Company's largest portion of
          operating expense, selling, general and administrative expense,
          decreased to $2,714,000 in the first six months of 1997 when
          compared to $2,745,000 during the first six months of 1996.  As a
          percent of net sales, selling and general and administrative
          expense was 7% in the first six months of both 1997 and 1996.

               Operating Income.  Operating income increased by 6% to
          $5,223,000 in the six months ended June 30, 1997 from $4,944,000
          in the six months ended June 30, 1996, due to the increase in net
          sales and reduced operating costs.

               Norwegian Joint Venture.  The Company's 50% share of the
          pre-tax earnings of its Norwegian joint venture, Orkla Exolon
          A/S, was $79,000 for the six months ended June 30, 1997 versus
          $382,000 in the six months ended June 30, 1996.  The Company's
          share in the venture's net sales was $3,938,000 in the six months
          ended June 30, 1997 as compared to $3,758,000 in the six months
          ended June 30, 1996.  The joint venture's gross margins, prior to
          depreciation, decreased to 19% for the six months ended June 30,
          1997 versus 23% for the six months ended June 30, 1996 primarily
          due to a change in the mix of products sold in the first six
          months of 1997 when compared to the same period in 1996.

               Interest and Miscellaneous Expense. Interest expense
          decreased significantly in the first six months of 1997 to
          $516,000 from $705,000 in the first six months of 1996.  Average
          borrowing levels of the Company's bank debt were reduced by
          approximately $4,053,000 in the first six months of 1997 when
          compared to the first six months of 1996.  Interest costs related
          to the Company's facility improvements in Illinois are being
          capitalized.  Incurred interest of $159,000 were capitalized
          during the six months ended June 30, 1997.

               Miscellaneous expense of $241,000 was reported in the first
          six months of 1997 compared to miscellaneous income of $434,000
          in the quarter ended June 30, 1996.  The Company recorded
          $320,000 in miscellaneous income during the first quarter of 1996
          due to a payment for the settlement with its insurance carrier of
          a claim related to a legal action in Ontario, Canada Court.

               Income Tax.  The Company's effective tax rate was 38% for
          the six months ended June 30, 1997 as compared to 40% for the six
          months ended June 30, 1996. 

          Comparison of the Three Months Ended June 30, 1997 with the Three
          Months Ended June 30, 1996.

               Net Sales.  Total net sales increased by 1% to $20,034,000
          in the three months ended June 30, 1997 from $19,739,000 in the
          three months ended June 30, 1996.  

               Gross Profit.  Gross profit prior to depreciation expense
          was $4,889,000 in the three months ended June 30, 1997 when
          compared to $4,695,000 in the three months ended June 30, 1996. 
          As a percent of net sales, gross margins were 24% in both the
          second quarter of 1997 and the second quarter of 1996. 

               Operating Expenses.  Total operating expenses increased
          marginally in the three month period ended June 30, 1997 to
          $2,148,000 from $2,125,000 from the same period of 1996. 
          Selling, general and administrative expense increased $37,000 in
          the quarter ended June 30, 1997 when compared to the quarter
          ended June 30, 1996.  As a percent of net sales, selling, general
          and administrative expenses were 11% for the quarters ended June
          30, 1997 and June 30, 1996.

               Operating Income.  Operating income increased by $171,000 or
          7% to $2,741,000 in the second quarter of 1997 from $2,570,000 in
          the second quarter of 1996, primarily as a result of the increase
          in net sales.

               Norwegian Joint Venture.  The Company's 50% share of the
          pre-tax earnings in its Norwegian joint venture Orkla Exolon-A/S,
          was $67,000 for the three months ended June 30, 1997 versus a
          pre-tax profit of $224,000 during the three months ended June 30,
          1996.  The Company's share in the venture's net sales was
          $2,025,000 in the three months ended June 30, 1997 when compared
          to $1,847,000 in the three months ended June 30, 1996. 

               Interest and Miscellaneous Expense.  Interest expense
          decreased by $73,000 to $264,000 in the second quarter of 1997
          from $337,000 during the second quarter of 1996.  Average
          borrowing levels of the Company's bank debt were reduced by
          approximately $2,190,000 for the quarter ended June 30, 1997 when
          compared to the same period in 1996. 

          Liquidity and Capital Resources

               As of June 30, 1997, working capital (current assets less
          current liabilities) has increased to $24,908,000, when compared
          to $19,483,000 as of December 31, 1996.  Accounts receivable
          increased by $852,000 as of June 30, 1997 versus 1996 year end
          primarily as a result of the increase in sales levels during the
          first six months of 1997 versus the 1996 year.  Inventory
          increased by $2,581,000 at June 30, 1997 when compared to
          December 31, 1996.  Accounts payable decreased by $2,340,000 as
          of June 30,1997 versus December 31, 1996.  

               For the six months ended June 30, 1997, net cash used by
          operating activities was $1,062,000.  Cash reserves decreased by
          $261,000 at June 30, 1997 compared to December 31, 1996. 
          Proceeds from restricted cash equivalents and additional
          borrowings were used to fund $6,252,000 of capital expenditures
          in the six months ended June 30, 1997.

               The Company's current ratio increased to 4.8 to 1.0 at June
          30, 1997, from 3.2 to 1.0 as of December 31, 1996.  The ratio of
          total liabilities to shareholder's equity improved to 1.1 to 1.0
          as of June 30, 1997, from 1.2 to 1.0 as of December 31, 1996. 
          Management believes that the cash provided by operations and
          long-term borrowing arrangements will provide adequate funds for
          current commitments and other requirements for the following 12
          months.

               The Company has been directed by the Illinois Environmental
          Protection Agency ("IEPA") to control its sulfur emissions at its
          Hennepin, Illinois silicon carbide furnace plant.   For further
          information see Note 3(a)(i) to the Notes to Consolidated
          Condensed Financial Statements on page 5, which is incorporated
          herein by reference.

               Reference is made to the descriptions of the following legal
          matters, within Note 3(b) of the Notes to Consolidated Condensed
          Financial Statements included in this Form 10-Q Report, which
          descriptions are incorporated herein by reference: (1) a legal
          action commenced in June 1993 by the Company in Ontario, Canada
          seeking compensation for damages against certain former officers
          and employees; (2) a temporary suspension imposed upon the
          Company and others in December 1994 by the U.S. Defense Logistics
          Agency;  (3) civil law suits brought against the Company and
          others commenced by General Refractories Company in October 1994
          and by Arden Architectural Specialties, Inc. in July 1995; (4) a
          civil lawsuit brought against the Company in December 1996 by
          International Oxide Fusion, Inc.; and (5) a civil lawsuit against
          Theeb, Ltd. and Edward J. Bielawski commenced in August 1997.

          Effects of New Accounting Pronouncements

               In February 1997, the Financial Accounting Standards Board
          issued Statement No. 128, "Earnings per Share," which is required
          to be adopted by the Company on December 31, 1997.  Statement No.
          128 revises the calculation of primary earnings per share, which
          has been renamed basic earnings per share, and renames fully
          diluted earnings per share as diluted earnings per share. 
          Management does not expect that Statement No. 128 will have any
          impact on the Company's reported earnings per share.

               In June 1997, the Financial Accounting Standards Board
          issued Statement No. 130, "Reporting Comprehensive Income", which
          is effective for fiscal years beginning after December 15, 1997. 
          The Company has not yet determined the impact Statement No. 130
          will have on its financial statements.

               In June 1997, the Financial Accounting Standards Board
          issued Statement No. 131, "Disclosure about Segments of an
          Enterprise and Related Information," which is effective for
          fiscal years beginnings after December 15, 1997.  The Company
          does not expect that Statement No. 131 will have any material
          effect on its financial statements.


                             PART II - OTHER INFORMATION

          Item 1.  Legal Proceedings

               a.   Exolon-ESK Company and Exolon-ESK Company of Canada,
                    Ltd. v. Michael Perrotto, et al.

                    Reference is made to the information concerning the
                    Perrotto case contained in Note 3(b)(ii) of the Notes
                    to Consolidated Condensed Financial Statements included
                    in this Form 10-Q, which is hereby incorporated herein
                    by reference.

               b.   Federal Proceedings

                    Reference is made to the information concerning the DLA
                    Suspension contained in Note 3(b)(i) of the Notes to
                    Consolidated Condensed Financial Statements included in
                    this Form 10-Q.

               c.   The Exolon-ESK Company of Canada, Ltd. v. Theeb, Ltd.
                    and Edward J. Bielawski

                    Reference is made to the information concerning a
                    lawsuit filed against Theeb, Ltd. and Edward J.
                    Bielawski contained in Note 3(b)(ii) of the Notes to
                    Consolidated Condensed Financial Statements included in
                    this Form 10-Q.


          Item 2.  Change in Securities

               None

          Item 3.  Defaults Upon Senior Securities

               None

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

               Reference is made to Proposal 1 and Proposal 2 on pages 5
               and 6 of the Company's Annual Proxy Statement dated April 1,
               1997, which is incorporated herein by reference.

          Item 5.  Other Information

               Effective August 15, 1997, the contract of the Company's
               Chief Executive Officer/President, J. Fred Silver, will
               expire.  The Board of Directors will not be renewing this
               contract.  A new candidate will assume this role effective
               September 1, 1997.

          Item 6.  Exhibits and Reports on Form 8-K

               The following exhibits are included herein:

               11   Computation of Earnings Per Share

               27   Financial Data Schedule<PAGE>

               The Company did not file any reports on Form 8-K during the
               three months ended June 30, 1997.


                                      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:     August 12, 1997



                                    EXHIBIT INDEX


           Exhibit          Description                  Reference
             No.
          3A        Certificate of Amendment of   Exhibit 3A to the report
                    Restated Certificate of       on Form 10-K for the
                    Incorporation dated April     year ended December 31,
                    30, 1997                      1996* 

          3A(1)     Certificate of Merger         Exhibit 3A(1) to the
                                                  report on Form 10-K for
                                                  the year ended December
                                                  31, 1995*

          3F        Certificate of Amendment of   Exhibit 3F to the report
                    Restated Certificate of       on Form 10-K for the
                    Incorporation dated April     year ended December 31,
                    23, 1986                      1994*

          3G        Certificate of Amendment of   Exhibit 3G to the report
                    Restated Certificate of       on Form 10-K for the
                    Incorporation dated May 4,    year ended December 31,
                    1987                          1994*

          3H        Amendment of Certificate of   Exhibit 3H to the Report
                    Incorporation dated October   on Form 10-Q for the
                    28, 1992                      quarter ended September
                                                  30, 1992*

          3I        Restated Bylaws containing    Exhibit 3I to the report
                    all previous amendments       on Form 10-K for the
                    adopted                       year ended December 31,
                                                  1996*

          4         Instruments Defining Rights   Articles of
                    of Security Holders           Incorporation, Exhibits
                                                  3A, and Exhibits 3F and
                                                  3G to the Report on Form
                                                  10-K for the year ended
                                                  December 31, 1994*

          10D(23)   Revolving Credit Agreement    Exhibit 10D(23) to the
                    dated December 22, 1992       Report on Form 10-K for
                                                  the year ended December
                                                  31, 1992*

          10D(23)   Amendment Credit Agreement    Exhibit 10D(23)A to the
          A         dated December 1, 1996        report on Form 10-K for
                                                  the year ended December
                                                  31, 1996*

          10D(24)   Industrial Revenue Bond       Exhibit 10D(24)  to the
                    Agreement dated January 1,    Report on Form 10-K for
                    1993.                         the year ended December
                                                  31, 1992*

          10D(25)   Industrial Revenue Bond Loan  Exhibit 10D(25) to the
                    Agreement dated December 1,   report on Form 10-K for
                    1996                          the year ended December
                                                  31, 1996*

          10D(26)   Building Loan Agreement       Exhibit 10D(26) to the
                    dated December 1, 1996        report on Form 10-K for
                                                  the year ended December
                                                  31, 1996*

          10F       Stockholder's Agreement       Exhibit 10F to the
                    dated as of April 26, 1984    report on Form 10-K for
                    between the Registrant and    the year ended December
                    Wacker Chemical Corporation   31, 1995*

          10G       Restated License Agreement    Exhibit 10G to the
                    dated as of April 26, 1984    report on Form 10-K for
                    among Elektroschmelzwerk      the year ended December
                    Kempten GmbH, ESK             31, 1995*
                    Corporation and the
                    Registrant 

          10H       Distributorship Agreement     Exhibit 10H to the
                    dated April 27, 1984 between  report on Form 10-K for
                    Elektroschmelzwerk Kempten    the year ended December
                    GmbH and the Registrant       31, 1995*
  
          10I       Indemnification Agreement     Exhibit 10I to the
                    dated as of December 15,      report on Form 10-K for
                    1984 between Wacker Chemical  the year ended December
                    Corporation and the           31, 1995*
                    Registrant 

          10M       Federal Indictments dated     Exhibit 10M to the
                    February 11, 1994             Report on Form 10-K for
                                                  the year ended December
                                                  31, 1993*

          11        Statement of computation of   Exhibit 11
                    per share earnings

          27        Financial Data Schedule       Submitted electronically 

          *  Incorporated herein by reference.