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,  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 May 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.<PAGE>

                         PART I - FINANCIAL INFORMATION

                          Item 1.  Financial Statements

                               Exolon-ESK Company
                      Condensed Consolidated Balance Sheet
                       (in thousands except share amounts)


                                                 (Unaudited)
       ASSETS                                      March 31,  December 31,
                                                        1997          1996
       Current assets:
            Cash                                        $109          $275
            Accounts receivable (less allowance 
              for doubtful accounts of $402 in  
              1997 and $502 in 1996)                   9,845         9,061

            Inventories                               18,439        18,439
            Prepaid expenses                             358           526
                                                      ______        ______
            Total Current Assets                      28,751        28,301
       Investment in Norwegian joint venture           5,824         5,812
       Property, plant and equipment, at cost         65,409        61,157
       Accumulated depreciation                     (43,526)      (42,772)
                                                    ________      ________
            Net property, plant and equipment         21,883        18,385
       Other assets                                    6,933         8,985
                                                     _______       _______
       Total Assets                                  $63,391       $61,483

       LIABILITIES AND STOCKHOLDERS' EQUITY
       Current liabilities:
            Notes payable                            $     -          $219

            Current maturities of long-term debt       1,467         1,667
            Accounts payable                           4,134         4,636
            Accrued expenses                           1,934         1,780
            Income taxes payable                         608           466
            Deferred income taxes                          -            50
                                                       _____         _____
                 Total Current Liabilities             8,143         8,818
       Deferred income taxes                           1,436         1,436
       Long-term debt excluding current  
         installments                                 21,683        20,433
       Other long-term liabilities                     2,535         2,538

       Stockholders' 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                  513           513
             shares, 512,897 issued
            Additional paid-in capital                 4,345         4,345
            Retained earnings                         24,335        22,999
            Cumulative translation adjustment          (186)         (186)

            Treasury stock, at cost                    (368)             -
                                                      ______        ______
                 Total Stockholders' Equity           29,594        28,258
                                                     _______       _______
       Total Liabilities and Stockholders'           $63,391       $61,483
         Equity                                      =======       =======


        The accompanying notes are an integral part of these statements.

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

                                                       Three Months
                                                      Ended March 31,
                                                         1997    1996
                                                      ------- -------
               Net Sales                              $20,191 $19,846

               Cost of Goods Sold                      15,608  15,303
                                                       ------  ------
                    Gross Profit Before Depreciation    4,583   4,543
                                                       ------  ------
               Depreciation                               755     773
               Selling, general & administrative
                 expenses                               1,330   1,397

               Research and development                    15       -
                                                        -----   -----
                                                        2,100   2,170
                                                        -----   -----
                    Operating Income                    2,483   2,373
               Other Expenses (Income):
                    Equity in (Earnings) before
                      income taxes of Norwegian 
                      Jt. Venture                        (12)   (158)

                    Interest expense                      252     368
                    Miscellaneous (income) expense         87   (267)
                                                         ----   -----
                                                          327    (57)
                                                         ----   -----
                    Earnings before income taxes and
                      cumulative effect of 
                      accounting change                 2,156   2,430
               Income tax expense                         808   1,020
                                                        -----   -----
                    Earnings before cumulative 
                      effect of accounting change       1,348   1,410
               Cumulative effect of accounting change
                 (net of income tax benefit)                -       -
                                                        -----   -----
                     Net Earnings                      $1,348  $1,410
                                                       ======  ======
               PER COMMON SHARE:
                     Earnings before cumulative
                       effect of accounting change      $1.38   $1.45
                     Cumulative effect of accounting        -       -
                       change
                                                        -----   -----
                     Net Earnings                       $1.38   $1.45
                                                        =====   =====
               PER CLASS A COMMON SHARE:
                     Earnings before cumulative
                       effect of accounting change      $1.29   $1.36

                     Cumulative effect of accounting        -       -
                       change
                                                        -----   -----
                     Net Earnings                       $1.29   $1.36
                                                        =====   =====

                The accompanying notes are an integral part of these
                                     statements.

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

                                                      1997      1996
                                                      ----      ----
             Cash Flow from Operating Activities:
               Net earnings                            $1,336    $1,410
                 Adjustments to reconcile net
                   income to net cash
                   provided by operating           
                   activities:
                   Depreciation                           755       773

                   Cumulative effect of change in
                      accounting for post-                  -         -
                      retirement benefits
                   Equity in (earnings) of
                      Norwegian joint venture              12     (158)
                   (Gain) on fixed asset disposals                (150)
                   Deferred income taxes                    -         -

                   Change in Assets and Liabilities:
                   (Increase) decrease in:
                       Accounts receivable              (784)   (1,467)
                       Inventories                                1,206
                       Prepaid expenses                   167     (372)

                       Cash equivalents restricted
                         for capital expenditures       2,132         -

                       Other assets                      (92)      (43)
                    (Decrease) Increase in:

                       Accounts payable                 (502)   (1,652)
                       Accrued expenses                   154        96
                       Income taxes payable                92       694
                       Other long-term liabilities        (3)      (46)
                                                        -----     -----
             Net Cash Provided (Used) by Operating
                Activities                              3,267       291


             Cash Flow from Investing Activities:
                 Additions to property, plant and     (4,253)     (743)
                   equipment
                 Proceeds from fixed asset                  -       216
                   disposals
                                                      -------    ------
             Net Cash (Used) for Investing
               Activities                             (4,253)     (527)
             Cash Flow from Financing Activities:
                 Borrowings (repayments) on
                  long-term construction financing
                  loans and revolving credit
                  agreement                               831     (200)
                 Dividends paid                          (11)         -
                                                       ------     -----
             Net Cash Provided (Used) by Financing
               Activities                                 820     (200)


             Net (decrease) in cash                     (166)     (436)
             Cash at beginning of period                  275       440
                                                        -----     -----
             Cash at end of period                       $109        $4
                                                        =====     =====

                The accompanying notes are an integral part of these
                                     statements.


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


          NOTE 1    The financial information is prepared in conformity
                    with generally accepted accounting principles and such
                    principles are applied on a basis consistent with those
                    reflected in the 1996 Form 10-K filed with the
                    Securities and Exchange Commission.  The financial
                    information included herein, has been prepared by
                    management without audit by independent certified
                    public accountants.  The information furnished includes
                    all adjustments and accruals consisting only of normal
                    recurring accrual adjustments which are in the opinion
                    of management, necessary for a fair presentation of
                    results for the interim period ended March 31, 1997.

          NOTE 2    Through a wholly-owned non-operating subsidiary, the
                    Company's 50% interest in the Norwegian joint venture
                    is recorded on the equity method for financial
                    reporting purposes.  The Company's proportionate share
                    of the venture's net sales and income before income
                    taxes together with the subsidiary's net income (in
                    thousands) are as follows:
           
                                                 Three Months
                                                    Ended
                                                   March 31
                    Joint Venture:               1997      1996
                                                -----    ------
                         Net Sales             $ 1,902   $1,911

                         Income before  
                           income taxes             12      158
                         Net Income                  9      114


          NOTE 3    The following are the major classes of inventories (in
                    thousands) as of March 31, 1997 and  December 31, 1996:


                                                 March 31,   December 31,
                                                    1997         1996
                                               (Unaudited)
                                                ---------    -----------
                    Raw Materials                 $2,593        $3,581
                    Semi-Finished and 
                      Finished Goods              17,514        16,294
                    Supplies and Other             1,090           925
                                                --------      --------
                                                  21,197        20,800

                    Less:  LIFO Reserve          (2,758)       (2,361)
                                                --------      --------
                                                 $18,439       $18,439
                                                ========      ========


          NOTE 4    The Company entered into a Credit Agreement on December
                    22, 1992 with a U.S. bank, providing for borrowings up
                    to $10,000,000 under the revolving portion of the
                    agreement, a $4,000,000, 5 year term loan and for
                    borrowing up to $2,000,000 under a demand line of
                    credit.

                    At March 31, 1997 borrowings of $1,550,000 were
                    outstanding under the revolving portion, borrowings of
                    $600,000 were outstanding under the term loan portion
                    and there were no amounts outstanding under the demand
                    line of credit portion of the U.S. Credit Agreement.

                    The Company's Canadian subsidiary has a $1,000,000
                    (Canadian funds) operating demand loan available as
                    part of a credit facility provided by a Canadian bank. 
                    There were no amounts outstanding at March 31, 1997.

                    The Company is liable for making payments with respect
                    to $8,000,000 of Industrial Revenue Bonds issued by the
                    Village of Hennepin, Illinois and purchased by an
                    insurance company upon refinancing of the bonds on
                    January 22, 1993.  The bonds mature on January 1, 2018.

                    The Company is also liable for making payments with
                    respect to $13,000,000 of Industrial Revenue Bonds
                    issued by the Upper Illinois River Valley Development
                    Authority for the construction of a desulfurization
                    plant at the Company's Hennepin, Illinois facility. 
                    Bonds totaling $8,405,000 are tax-enhanced and mature
                    December 1, 2021.  The remaining bonds mature December
                    1, 2011.  The bonds bear interest, which is payable
                    periodically, in arrears, to a  bank as trustee, at a
                    variable rate determined by market rates for similar
                    instruments at the time of adjustment.


                                                    March 31,   December 31,
                    Long Term Debt (in                 1997          1996
                    thousands) Consists of:        (Unaudited)
                                                   ----------     ---------
                    Revolving credit and term         $1,550         $ 300
                    loan agreement with a U.S.
                    bank.  Interest at prime
                    rate plus /% or LIBOR
                    (8.25% at March 31, 1997).

                    Term Loan Agreement with a           600           800
                    U.S. Bank.  Interest at
                    prime rate plus /% or LIBOR
                    (8.19% at December 31,
                    1996)

                    Industrial Revenue Bond            8,000         8,000
                    held by an insurance
                    company.  Interest is at a
                    fixed rate of 8 %.  Bond
                    maturity is January 1,
                    2018.

                    Industrial revenue bond.          13,000        13,000
                    Interest is variable (4.48%
                    at March 31, 1997).  The
                    bonds are payable annually
                    through December 1, 2021.
                                                    --------      --------
                                                    $ 23,150      $ 22,100

                    Less Current maturities            1,667         1,667
                                                    --------      --------
                                                     $21,483       $20,433
                                                    ========      ========

          NOTE 5    The Company provides certain health care and life
                    insurance benefits to eligible retired employees and
                    their spouses.  Participants generally become eligible
                    for these benefits after achieving certain age and
                    years of service requirements.  These benefits are
                    subject to deductibles, co-payment provisions and other
                    limitations.  The Company reserves the right to amend,
                    change, or terminate the benefits at any time.

                    Effective January 1, 1993, the Company adopted for its
                    U.S. operations only, Statement of Financial Accounting
                    Standards No. 106, "Employers' Accounting for
                    Postretirement Benefits Other Than Pensions," which
                    requires that the estimated cost of postretirement
                    benefits be accrued over the period earned.  Prior to
                    1993, the Company recognized the costs of these
                    benefits on the pay-as-you-go basis.  The Company's
                    current policy is to fund these benefits on a pay-as-
                    you-go basis.

                    The Company's Canadian subsidiary also provides certain
                    health care and life insurance benefits to eligible
                    retired employees and their spouses.  Participants
                    generally become eligible for these benefits after
                    achieving certain age and years of service
                    requirements.  The Company adopted SFAS No. 106
                    effective January 1, 1995 for its Canadian subsidiary
                    and recognized the initial obligation as a one-time,
                    after-tax charge to earnings of $502,000 in the year
                    ended December 31, 1995.  The Company's current policy
                    is to fund these benefits on a pay-as-you-go basis.

          NOTE 6    Commitments

                    Royalty Agreements

                    The Company was party to a royalty agreement which
                    expired in 1996 and covered production of crude
                    aluminum oxide at its Thorold, Ontario plant using
                    process technology acquired as part of the construction
                    and completion of a new furnace plant.  The Company is
                    also party to a separate royalty agreement which covers
                    production of specialty product for refractory market,
                    and expires April 30, 2001.  This Agreement is
                    currently the subject to litigation as outlined under
                    Note 7(b)(ii) in this Form 10-Q Report.  Royalty
                    expense in U.S. dollars amounted to $205,000 in the
                    first quarter of 1996 and no royalty payment was made
                    in 1997. 

          NOTE 7    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.

                    Under the terms of the Consent Order the Company has
                    also agreed to pay a civil penalty of $1,300,000,
                    payable in installments of $260,000 each on November 1,
                    1994, April 1, 1995, February 1, 1996, January 1, 1997
                    and November 1, 1997.  The Company recorded an  expense
                    of $1,300,000 in the year ended December 31, 1994,
                    which represents the civil penalty.

                    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  over the next two years.  As of December
                    31, 1996, the Company has incurred approximately
                    $4,340,000 of capital costs related to the facility
                    improvements.  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 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

                    In February 1994, the Company, its former President,
                    its former Executive Vice President and certain other
                    parties were the subject of an indictment under federal
                    antitrust laws (the "Antitrust Proceedings") which
                    alleged, among other things, that:  (a) prior to the
                    mid-1980's and from the mid 1980's continuing into
                    1992, the defendants and unnamed co-conspirators
                    entered into and engaged in a combination and
                    conspiracy to fix the prices of artificial abrasive
                    grain in restraint of interstate trade; (b) during the
                    same period, the Company and its former President
                    willfully violated the terms of a Consent Decree dated
                    November 16, 1948 against the Company and its officers,
                    which permanently enjoined them from entering into
                    conspiracies or combinations to fix prices of
                    artificial abrasive grain; and that (c) the Company's
                    former Executive Vice President destroyed documents and
                    made false declarations in response to a grand jury
                    subpoena issued in an investigation of  price fixing
                    for artificial abrasive grain.  On July 12, 1996 a Plea
                    Agreement was executed by the United States Department
                    of Justice and the Company in full settlement of the
                    Criminal Antitrust Proceedings pending against the
                    Company.  The Plea  Agreement was approved by the
                    Federal District Court for the Western District of New
                    York, and sentencing occurred on December 9, 1996.  In
                    accordance with the Plea Agreement,  the Company pled
                    guilty to contempt of court in violation of the 1948
                    Consent Decree described in (b) above.  All other
                    charges against the Company were dismissed.  The
                    Company  paid a fine of $100,000 and a $200 special
                    assessment.  There are no conditions of probation or
                    any further penalties.  In addition, all antitrust and
                    consent decree violation charges against individual
                    former officers of the Company as set forth in (a) and
                    (b) above were dismissed. 

                    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 the
                    defendants in the Antitrust Proceedings 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 alleges
                    as causes for the suspension (i) the indictments of the
                    parties in the Antitrust Proceedings, 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 pending
                    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.

                    In general, the DLA Suspension provides, during the
                    term of the suspension, that the suspended parties will
                    be prohibited from entering into new contracts, or
                    renewing or extending old contracts with the U.S.
                    Government or its agencies, unless the head of the
                    contracting agency states in writing that there is a
                    compelling reason to do so; that the suspended parties
                    may not conduct business with the U.S. Government as an
                    agent or representative of other contractors; that no
                    U.S. Government contractor may award a suspended party
                    a subcontract in excess of $25,000 unless there is
                    compelling reason to do so and the contracting party
                    complies with certain notification provisions; and,
                    that each suspended party's relationship to any
                    organization doing business with the government will be
                    examined to determine the impact of those ties on the
                    responsibility of the other organization to be a
                    government contractor or subcontractor.

                    The DLA Suspension, for so long as it remains in force,
                    will prevent the Company from purchasing crude abrasive
                    grains from U.S. Government stockpiles, but it is not
                    otherwise expected to impact the Company's operations
                    as the Company does not deal with the U.S. Government
                    as a contractor or subcontractor.  As long as there is
                    an adequate supply of crude abrasive grains and the
                    U.S. Government does not sell this grain from its
                    stockpiles at below market prices, the DLA Suspension
                    is not expected to have a material adverse effect on
                    the Company's operations.  Presently, and for at least
                    the next one year period, the Company expects crude
                    abrasive grains to be in adequate supply.  However, the
                    Company is unable to predict under what circumstances
                    the U.S. Government might choose to sell from its
                    stockpiles.  If it were to undertake an aggressive
                    program of selling abrasive grains at below market
                    prices, the Company could be placed at a disadvantage
                    in relation to its competitors.  The Company is
                    actively seeking to have the DLA suspension lifted as
                    it has favorably resolved all federal criminal
                    litigation resulting in the suspension.

                    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.

                    In June 1993, the Company commenced a 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) on
                    various charges related to allegations that they
                    defrauded the Company and Exolon-Canada of money,
                    property and services over many years (the  Canadian
                    Case ).  The Company is seeking $2,000,000 in damages
                    together with such other damages that may be
                    determined.  While actions against several Defendants
                    have been dismissed, we have received a $75,000
                    recovery from one defendant and expect a minimum
                    recovery of $164,000 from another defendant.  A
                    reasonable estimation of any further potential
                    recovery, if any, cannot be made at this time.  

                    On February 29, 1996, the Company and Exolon-Canada
                    entered into a Final Release (the  Release ) with their
                    insurance carriers whereby they agreed to release the
                    carriers from all claims based on the activities of the
                    defendants in the Canadian Case in consideration of a
                    payment of $535,000 Canadian (approximately $375,000
                    U.S.).  Under the terms of the Release, the insurance
                    carriers denied any liability, and the payment may not
                    be indicative of the amount of any recovery that may be
                    obtained from the defendants.  The insurance carriers
                    have subrogated all of their third party rights and
                    claims to Exolon-ESK Company of Canada, Ltd.


          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, 1997 with the
          Three Months Ended March 31, 1996

               Net Sales. Total net sales increased by 2% to $20,191,000
          during the three months ended March 31, 1997 from $19,846,000 in
          the first three months of 1996.

               Gross Profit.  Gross profit prior to depreciation expense
          was $4,582,000 in the first three months of 1997 when compared to
          $4,543,000 in the first three months of 1996.  As a percent of
          net sales, gross margins were 23% in both the first three months
          of 1997 and 1996. 

               Operating Expenses.  Total operating expenses decreased to
          $2,085,000 in the three months ended March 31, 1997 from
          $2,170,000 in the same period of 1996.  Operating expenses as a
          percent of sales declined to 10% in the first three months of
          1997 compared to 11% in the first three months of 1996.  The
          Company's largest portion of operating expense, selling, general
          and administrative expense, decreased to $1,330,000 in the first
          three months of 1996 when compared to $1,397,000 during the first
          three months of 1996.  As a percent of net sales, selling and
          general and administrative expense decreased to 6.6% in the first
          three months of 1997 from 7% in the same period of 1996.

               Operating Income.  Operating income increased by 5% to
          $2,497,000 in the three months ended March 31, 1997 from
          $2,373,000 in the three months ended March 31, 1996, principally
          a result of the increase in net sales and decreased operating
          expenses.

               Norwegian Joint Venture.  The Company's Norwegian joint
          venture, Orkla Exolon A/S, reported the Company's 50% share in
          the pre-tax earnings of the venture was $12,000 for the three
          months ended March 31, 1997 versus $158,000 in the three months
          ended March 31, 1996.  The Company's share in the venture's net
          sales was $1,902,000 in the three months ended March 31, 1997
          when compared to $1,911,000 in the three months ended March 31,
          1996.  The joint venture's gross margins, prior to depreciation,
          decreased to 18% for the three months ended March 31, 1997 versus
          22% for the three months ended March 31, 1996 primarily due to a
          change in product mix and reduced prices in the first quarter of
          1997 when compared to the 1996 first quarter.

               Interest and Miscellaneous Expense. Interest expense
          decreased by $116,000 in the first three months of 1997.  Average
          borrowing levels of the Company's bank debt were increased by
          approximately $6,500,000 in the first three months of 1997 due to
          the bond financing of the capital project in Illinois, when
          compared to the first three months of 1996.  

               Miscellaneous expense of $87,000 was reported in the first
          three months of 1997 compared to miscellaneous income of $267,000
          in the quarter ended March 31, 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 37% for
          the three months ended March 31, 1997 when compared to 42% for
          the three months ended March 31, 1996. 

          Liquidity and Capital Resources

               As of March 31, 1997, working capital (current assets less
          current liabilities) has increased to $20,608,000, when compared
          to $20,473,000 as of December 31, 1996.  Accounts receivable
          increased by $784,000 as of March 31, 1997 versus 1996 year end
          primarily as a result of the increase in sales levels during the
          first three months of 1997.  Accounts payable decreased by
          $502,000 in the past three months of 1997 when compared to
          December 31, 1996.  Current maturities of long term debt have
          decreased by $2,083,000 as of March 31, 1997 versus March 31,
          1996 as a result of the reduction in the outstanding term note
          and demand note.

               For the three months ended March 31, 1997, net cash provided
          by operating activities was $1,135,000.  Cash reserves decreased
          by $166,000 at March 31, 1997 compared to December 31, 1996.  Net
          cash provided by operating activities in addition to the
          reduction in cash reserves was used to fund $4,253,000 of capital
          expenditures in the three months ended March 31, 1997.

               The Company's current ratio increased to 3.5 to 1.0 at March
          31, 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 March 31, 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 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 7(a)(i) to the Notes to Consolidated
          Financial Statements on page 7, which is incorporated herein by
          reference.

               Reference is made to the descriptions of the following legal
          matters, within Note 7(b) to the Notes to Consolidated Financial
          Statements under the caption  Legal Matters  beginning on page 8
          of 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 $2,000,000 in damages
          against certain former officers and employees; (2) antitrust
          proceedings commenced in February 1994 against the Company and
          others; (3) a temporary suspension imposed upon the Company and
          others in December 1994 by the U.S. Defense Logistics Agency; (4)
          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; and (5) a civil
          lawsuit brought against the Company in December 1996 by
          International Oxide Fusion, Inc.

                             PART II - OTHER INFORMATION

          Item 1.  Legal Proceedings

               a.   Environmental Proceedings - Hennepin, Illinois Plant

                    Reference is made to the information presented under
                    the heading "Environmental Issues - Hennepin, Illinois
                    Plant" appearing under Note 7(a)(i) to the Notes to
                    Consolidated Financial Statements on page 7 of this
                    Form 10-Q Report, which is incorporated herein by
                    reference.

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

                    Reference is made to the information contained in "PART
                    II, Item 1. Legal Proceedings, under the heading
                    "Exolon-ESK Company and Exolon-ESK Company of Canada,
                    Ltd. v. Michael Perrotto, et al." (the  Perrotto Case )
                    in the Company's Form 10-Q Report for the period ended
                    September 30, 1993, which is hereby incorporated herein
                    by reference.

                    On February 29, 1996, the Company and Exolon-Canada
                    entered into a Final Release (the  Release ) with their
                    insurance carriers whereby they agreed to release the
                    carriers from all claims based on the activities of the
                    defendants in the Perrotto Case, in consideration of a
                    payment of $535,000 Canadian (approximately $390,000
                    U.S.).  Under the terms of the Release, the insurance
                    carriers denied any liability, and the payment may not
                    be indicative of the amount of any recovery that may be
                    obtained from the defendants.  The insurance carriers
                    have subrogated all of their third party rights and
                    claims to Exolon-Canada.

               c.   Federal Proceedings

                    Reference is made to the information contained in Part
                    I, Item 3. Legal Proceedings under the heading "Federal
                    Indictments" contained in the Company's 1993 Form 10-K
                    Report, which is hereby incorporated herein by
                    reference.  The proceedings described thereunder are
                    hereinafter referred to as the "Antitrust Proceedings".

                    Reference is made to the information concerning the DLA
                    Suspension contained in Note 7(b)(i) of the Notes to
                    Consolidated Financial Statements beginning on page 8
                    of this Form 10-Q, which is incorporated herein by
                    reference.

               d.   General Refractories Company v. Washington Mills
                    Electro Minerals Corporation and Exolon-ESK Company

                    The description of a class action lawsuit relating to
                    claims under the Sherman Act brought by General
                    Refractories Company against Washington Mills Electro
                    Mineral Corporation and the Company, appearing under
                    the heading  Legal Matters  under Note 7(b) to the
                    Notes to Consolidated Financial Statements on Page 10
                    of the Company's Form 10-Q reported for the period
                    ended March 31, 1995, is incorporated herein by
                    reference.  On or about July 17, 1995, a law suit
                    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.


          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

               Computation of Earnings Per Share, Exhibit 11

               Financial Data Schedule, Exhibit 27


                                      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






          J. Fred Silver
          President and Chief Executive Officer




                                                                            
          Michael H. Bieger
          Chief Financial Officer
           





          Date:     May 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.