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

                                      FORM 10-Q

        (Mark One)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
            [X]             THE SECURITIES EXCHANGE ACT OF 1934
             
                For the quarterly period ended         June 30,  1998


                                         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 1, 1998 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,
                                                        1998        1997
       Current assets:
            Cash                                      $ 4,383     $  2,503
            Accounts receivable (less allowance
              for doubtful accounts of
              $250 in 1998 and $350  in 1997)           8,639        9,582

            Inventories                                17,840       16,636
            Prepaid expenses                              144          183
            Deferred income taxes                         355          356
            Total Current Assets                       31,361       29,260
       Investment in Norwegian joint venture            5,829        5,505
       Property, plant and equipment, at cost          74,228       71,362
       Accumulated depreciation                      (46,432)     (45,072)
            Net property, plant and equipment          27,796       26,290
       Bond sinking fund                                1,818          885

       Other assets                                     1,438        1,337
       Total Assets                                   $68,242      $63,277
       LIABILITIES AND STOCKHOLDERS' EQUITY
       Current liabilities:
            Current maturities of long-term debt     $  1,367     $  1,367
            Accounts payable                            3,582        2,661
            Accrued expenses                            1,957        1,858
            Income taxes payable                          696          196
                 Total Current Liabilities              7,602        6,082
       Deferred income taxes                            1,836        1,834
       Long-term debt excluding current portions       21,483       20,033
       Other long-term liabilities                      2,536        2,539
                 Total Liabilities                     33,457       30,488
       Stockholders' equity:

            Preferred stock - Series A - 
              19,364 shares issued                        276          276

            Preferred stock - 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                          30,205       28,209
            Cumulative translation adjustment           (865)        (865)
            Treasury stock, at cost                     (368)        (368)
                 Total Stockholders' Equity            34,785       32,789

       Total Liabilities and Stockholders'
         Equity                                       $68,242      $63,277

         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,
                                            1998    1997     1998      1997

       Net sales                          $17,718 $20,034   $38,069  $40,225

       Cost of goods sold                  14,154  15,145    30,111   30,754
        Gross Profit Before Depreciation    3,564   4,889     7,958    9,471

       Operating Expenses

       Depreciation                           733     755     1,466    1,511
       Selling, general & administrative
        expenses                            1,409   1,384     2,857    2,714
       Research and development               (2)       9        32       23
                                            2,140   2,148     4,355    4,248
            Operating Income                1,424   2,741     3,603    5,223
       Other (Expense) Income:
            Equity in Earnings before
             income taxes of Norwegian
             Jt. venture                      268      67       324       79
            Interest expense                (205)   (264)     (418)    (516)

            Miscellaneous (expense)
             income                          (59)   (155)     (164)    (241)
                                                4   (352)     (258)      678

            Earnings before income taxes    1,428   2,389     3,345    4,545
       Income tax expense                   (597)   (897)   (1,317)  (1,705)
             Net Earnings                    $831  $1,492    $2,028   $2,840

       EARNINGS PER COMMON SHARE:

            Basic                           $0.85   $1.54     $2.08    $2.93
            Diluted                         $0.82   $1.51     $2.01    $2.82

       EARNINGS PER CLASS A COMMON
       SHARE:

            Basic                           $0.80   $1.44     $1.96    $2.76
            Diluted                         $0.78   $1.43     $1.90    $2.66

                        
            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,
                                                               1998    1997
              Net cash provided (used) by operating
               activities                                     4,367 (1,062)

              Cash Flow from Investing Activities:

                  Capital expenditures                      (2,971) (6,252)
                  Proceeds from restricted cash equivalents       -   3,535
              Net Cash Provided (Used) by Investing
               Activities                                   (2,971) (2,717)

              Cash Flow from Financing Activities:

                  Borrowings (repayments) on debt               517   3,529
                  Dividends paid                               (33)    (11)
              Net Cash Provided (Used) by Financing
               Activities                                       484   3,518
              Net increase (decrease) in cash                 1,880   (261)

              Cash at beginning of period                     2,503     275
              Cash at end of period                          $4,383     $14


                   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, 1998 are not necessarily
                    indicative of the results that may be expected for the
                    year ending December 31, 1998.

                    For further information, refer to the financial
                    statements and footnotes thereto for the year ended
                    December 31, 1997 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, 1998 and  December 31, 1997 :

                                                 June 30,    December 31,
                                                    1998          1997
                                              (Unaudited)

                    Raw Materials                  $1,725         $2,839

                    Semi-Finished and
                     Finished Goods                18,267         16,183
                    Supplies and Other              1,305            965

                                                   21,297         19,987

                     Less:  LIFO Reserve          (3,457)        (3,351)

                                                  $17,840        $16,636


          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.

                    In order to comply with the Consent Order and complete
                    facility improvements, the Company expects to incur
                    capital costs of up to $14,000,000.  As of June 30,
                    1998, the Company has incurred approximately
                    $13,359,000 of capital costs related to the facility
                    improvements.  The remaining costs are expected to be
                    incurred in the third quarter of 1998.  The cost of
                    these required capital improvements was financed
                    principally 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 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 rather than
                    capital expenditures.  Based upon current known
                    information the Company estimates the costs associated
                    with achieving  compliance with these limits would
                    range from $4 to $5 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 Company believes that it has
                    meritorious defenses to the allegations, and it intends
                    to vigorously defend against the charges.

                    In 1994, the U.S. Defense Logistics Agency (the "DLA")
                    temporarily suspended the Company from contracting with
                    the U.S. Government under procurement or non-
                    procurement programs.  During 1997, the Company and the
                    DLA entered into a two-year Administrative Agreement
                    which lifted the suspension.

                    (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 alleges 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 Magnesium Oxide
                    and has refused to pay further royalty payments. 
                    International Oxide Fusion Inc. claims damages for loss
                    of royalty payments from the number 4 furnace. 
                    Further, International Oxide Fusion alleges that number 
                    6 furnace, which was designed in 1996, utilizes the
                    International Oxide Fusion's 1990 furnace design
                    technology and seeks royalty payment.  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.  The Plaintiffs originally sought
                    $182 million as damages, which management considers to
                    be beyond any reasonable understanding.  The Company's
                    counterclaim is in the amount of approximately $10
                    million.  A motion for summary judgment on royalty
                    payments for furnace number 4 was decided against the
                    Company in December 1997 and the Company paid
                    royalties, interest and other costs of approximately
                    $298,000 Canadian dollars in April 1998.  A further
                    expedited trial was ordered on the remaining claims and
                    counterclaim.  It is the opinion of management that the
                    number 6 furnace does not use the same technology as
                    the number 4 furnace.

                    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 in connection with a
                    crane and its runway system.  The Company is seeking $2
                    million in damages for negligence and punitive damages. 
                    A Statement of Defense has been filed by the
                    defendants.

                    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 expected to be held in the Fall 1998. 
                    The action remains ongoing against various other
                    Defendants.


          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, 1998 with the Six
          Months Ended June 30, 1997.

               Net Sales. Total net sales decreased by 5% to $38,069,000
          during the six months ended June 30, 1998 from $40,225,000 in the
          first six months of 1997 primarily due to decreased demand. 

               Gross Profit.  Gross profit before depreciation expense was
          $7,958,000  in the first six months of 1998 compared to
          $9,471,000 in the first six months of 1997.  As a percent of net
          sales, gross margins were 21% in the first six months of 1998
          compared to 24% in the same period of 1997.  The decrease in
          gross profit as a percent of net sales from the first six months
          of 1998 compared to the same period for 1997 can be attributed to
          a decrease in the overall price received for our products caused
          by a change in our product mix to selling more products with
          lower overall gross margins.  

               Operating Expenses.  Total operating expenses increased to
          $4,355,000 in the six months ended June 30, 1998 from $4,248,000
          in the same period of 1997.  Operating expenses as a percent of
          sales were unchanged at 11% in the first six months of 1998 as
          compared to the first six months of 1997.  The Company's largest
          portion of operating expense, selling, general and administrative
          expense, increased to $2,857,000 in the first six months of 1998
          when compared to $2,714,000 during the first six months of 1997. 
          The increase in selling, general and administrative expense in
          the first six months of 1998 can be attributed to increased
          advertising and sales commissions expense.  As a percent of net
          sales, selling and general and administrative expense increased
          to 8% in the first six months of 1998 compared to 7% in the same
          period of 1997.

               Operating Income.  Operating income decreased by 31% to
          $3,603,000 in the six months ended June 30, 1998 from $5,223,000
          in the six months ended June 30, 1997 primarily due to the
          decrease in net sales and increases in cost of sales.

               Norwegian Joint Venture.  The Company's 50% share of the
          pre-tax earnings of its Norwegian joint venture, Orkla Exolon
          A/S, was $324,000 for the six months ended June 30, 1998 versus
          $79,000 in the six months ended June 30, 1997.  The Company's
          share in the venture's net sales was $3,824,000 in the six months
          ended June 30, 1998 as compared to $3,938,000 in the six months
          ended June 30, 1997. 

               Interest and Miscellaneous Expense. Interest expense
          decreased in the first six months of 1998 to $418,000 from
          $516,000 in the first six months of 1997.  Average borrowing
          levels of the Company's bank debt were reduced by approximately
          $1,759,000 in the first six months of 1998 when compared to the
          first six months of 1997.  Interest costs on the debt related to
          the Company's facility improvements in Illinois are being
          capitalized.  Interest costs of $240,000 were capitalized during
          the six months ended June 30, 1998.

               Miscellaneous expense of $164,000 was reported in the first
          six months of 1998 compared to miscellaneous expense of $241,000
          in the six months ended June 30, 1997. 

               Income Tax.  The Company's effective tax rate was 39% for
          the six months ended June 30, 1998 as compared to 38% for the six
          months ended June 30, 1997.

               Comparison of the Three Months Ended June 30, 1998 with the
          Three  Months Ended June 30, 1997.

               Net Sales. Total net sales decreased by 12% to $17,718,000
          in the three  months ended June 30, 1998 from $20,034,000 in the
          three months ended June 30, 1997 due to decreased market demand
          and increased foreign competition.

               Gross Profit.  Gross profit before depreciation expense was
          $3,564,000  in the three  months ended June 30,1998 when compared
          to $4,889,000 in the three months ended June 30, 1997.  As a
          percent of net sales, gross margins were 20% in the second
          quarter of 1998 compared to 24% in the same period of 1997.  The
          decrease in gross profit as a percent of net sales from the
          second quarter of 1998 compared to the same period for 1997 can
          be attributed to increases in costs of products sold combined
          with a decrease in the overall price received for our products
          caused by a change in our product mix to selling more products
          with lower overall gross margins.  

               Operating Expenses.  Total operating expenses decreased
          marginally to $2,140,000 in the three  months ended June 30, 1998
          from $2,148,000 in the same period of 1997.  Operating expenses
          as a percent of net sales increased to 12% for the three months
          ended June 30, 1998 as compared to 11% for the three  months
          ended June 30, 1997.  The Company's largest portion of operating
          expense, selling, general and administrative expense, increased
          to $1,406,000 in the three  months ended June 30, 1998 when
          compared to $1,384,000 during the three months ended June 30,
          1997.  The increase in selling, general and administrative
          expense in the second quarter of 1998 can be attributed to
          increased advertising and sales commissions expense.  As a
          percent of net sales, selling, general and administrative expense
          increased to 8% in the three months ended June 30, 1998 as
          compared to 7% for the three months ended June 30, 1997.

               Operating Income.  Operating income decreased by 48% to
          $1,424,000 in the three months ended June 30, 1998 from
          $2,741,000 in the three months ended June 30, 1997 primarily as a
          result of the decrease in net sales.

               Norwegian Joint Venture.  The Company's 50% share of the
          pre-tax earnings of its Norwegian joint venture, Orkla Exolon
          A/S, were $151,000 for the three months ended June 30, 1998
          versus $67,000 in the three months ended June 30, 1997.  The
          Company's share in the venture's net sales was $1,824,000 in the
          three  months ended June 30, 1998 as compared to $2,025,000 in
          the three months ended June 30, 1997. 

               Interest and Miscellaneous Expense. Interest expense
          decreased in the three months ended June 30, 1998 to $205,000
          from $264,000 in the three months ended June 30, 1997.  Average
          borrowing levels of the Company's bank debt were reduced by
          approximately $2,484,000 for the quarter ended June 30, 1998 when
          compared to the same period for 1997.  Interest costs on the debt
          related to the Company's facility improvements in Illinois are
          being capitalized.  Interest costs of $190,000 were capitalized
          during the three months ended June 30, 1998.

               Miscellaneous expense of $59,000 was reported in the three
          months ended June 30, 1998 compared to miscellaneous expense of
          $155,000 in the three months ended June 30, 1997. 

               Income Tax.  The Company's effective tax rate was 42% for
          the three months ended June 30, 1998 as compared to 38% for the
          same period ended June 30, 1997.

          Liquidity and Capital Resources

               As of June 30, 1998, working capital (current assets less
          current liabilities) has increased to $23,759,000, when compared
          to $23,178,000 as of December 31, 1997.  Accounts receivable
          decreased by $943,000 as of June 30, 1998 versus 1997 year end
          primarily as a result of the decrease in sales levels during the
          six months ended June 30, 1998 as compared to the 1997 year. 
          Inventories increased by 1,204,000 as of June 30, 1998 as
          compared to December 31, 1997.  Accounts payable increased by
          $921,000 as of June 30, 1998 when compared to December 31, 1997. 
          Current maturities of long term debt have remained the same as of
          June 30, 1998 versus June 30, 1997.

               For the six months ended June 30, 1998, net cash provided by
          operating activities was $4,367,000.  Cash reserves increased by
          $1,880,000 as of June 30, 1998 compared to December 31, 1997. 
          Net cash provided by operating activities was used to fund
          $2,971,000 of capital expenditures in the six months ended June
          30, 1998.

               The Company's current ratio decreased to 4.1 to 1.0 at June
          30, 1998 from 4.8 to 1.0 as of December 31, 1997.  The ratio of
          total liabilities to shareholder's equity improved to 1.0 to 1.0
          as of June 30, 1998 as compared to 1.1 to 1.0 at December 31,
          1997.  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.

               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
          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) to the Notes to Consolidated Financial
          Statements under the caption "Legal Matters" beginning on page 6
          of this Form 10-Q Report, which descriptions are incorporated
          herein by reference:  (1) 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; (2) a temporary suspension imposed upon the Company and
          others in December 1994 by the U.S. Defense Logistics Agency; (3)
          a civil lawsuit brought against the Company in December 1996 by
          International Oxide Fusion, Inc.; (4) civil lawsuit brought by
          the Company in August 1997 against Theeb, LTD and Edward J.
          Bielawski; and (5) a legal action commenced in June 1993 by the
          Company in Ontario, Canada seeking $2,000,000 in damages against
          certain former officers and employees.

          Impact of Year 2000

               Some of the Company's older computer programs were written
          using two digits rather than four to define the applicable year. 
          As a result, those computer programs have time-sensitive software
          that recognize a date using "00" as the year 1900 rather than the
          year 2000.  This could cause 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 has completed an assessment and will have to
          modify or replace portions of its software so that its computer
          systems will function properly with respect to dates in the year
          2000 and thereafter.  The total Year 2000 Project cost is now
          estimated at approximately $950,000, which includes $723,000 for
          the purchase of new software and computer equipment that will be
          capitalized and $60,000 that will be expensed as incurred.  To
          date, the Company has incurred  approximately $470,000 ($410,000
          capitalized), primarily for assessment of the Year 2000 Issue;
          development of a modification plan and purchase of new software. 
          The new software system was rolled out at the Tonawanda facility
          in July, 1998. 

               The project is estimated to be completed not later than
          December 31, 1998, which is prior to any anticipated impact on
          its operating systems.  The Company believes that with
          modifications to existing software and conversions to new
          software, the Year 2000 Issue will not pose significant
          operational problems for its computer systems.  However, if such
          modifications and conversions are not made, or are not completed
          timely, the Year 2000 Issue could have a material impact on the
          operations of the Company.  In July, 1998 , Year 2000 assessment
          surveys were sent to all vendors and suppliers to assure their
          compliance with our interdependent systems.

               The costs of the project and the date on which the Company
          believes it will complete the Year 2000 modifications are based
          on management's best estimates, which were derived utilizing
          numerous assumptions of future events, including the continued
          availability of certain resources and other factors.  However,
          there can be no guarantee that these estimates will be achieved
          and actual results could differ materially from those
          anticipated.  Specific factors that might cause such material
          differences include, but are not limited to, the availability and
          cost of personnel trained in this area, the ability to locate and
          correct all relevant computer codes, and the inter-connectivity
          and interdependency of third party systems.


          PART II - OTHER INFORMATION

          Item 1.  Legal Proceedings

               a.   Federal Proceedings and Related Matters

                    Reference is made to the information concerning
                    lawsuits filed by General Refractories Company and
                    Arden Architectural Specialties, Inc. against the
                    Company contained in Note 3(b)(i) of the Notes to
                    Consolidated Condensed Financial Statements included in
                    this Form 10-Q.

               b.   International Oxide Fusion, Inc. v. Exolon-ESK Company
                    and Exolon-ESK Company of Canada, Ltd.

                    Reference is made to the information concerning the
                    lawsuit filed by International Oxide Fusion, Inc.
                    against Exolon-ESK Company and Exolon-ESK Company of
                    Canada, Ltd. contained in Note 3(b)(ii) 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.

               d.   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.

          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

               The Board of Directors of Exolon-ESK Company has, with regret, 
               accepted the resignation of Robert A. Rieger as President and
               Chief Executive Officer effective September 30, 1998.  Mr. 
               Rieger joined the Company in September, 1997.  Mr. Rieger is 
               leaving to accept a senior management position with a world-
               wide producer of specialty chemicals, plastics, ceramics and
               electronic products.  Until he leaves, Mr. Rieger will work
               closely with management and the Board of Directors to insure
               an orderly transition.  A new candidate will assume the role
               effective October 1, 1998.

          Item 6.  Exhibits and Reports on Form 8-K

               The following exhibits and reports are included/incorporated
               by reference herein:

               (a)   Exhibits

               11   Computation of Earnings Per Share

               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/ Robert Rieger                                  
          Robert Rieger
          President and Chief Executive Officer




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




          Date:     August 11, 1998


                                    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)   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, 1997*

          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*


           Exhibit          Description                  Reference
             No.
          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 July 30, 1997 between   Report on Form 10-K for
                    Elektroschmelzwerk Kempten    the year ended December
                    GmbH and the Registrant       31, 1997*

          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*

          22        Subsidiaries of the           Exhibit 22
                    Registrant

          27        Financial Data Schedule       Submitted electronically 

          * Incorporated herein by reference.