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

                                      FORM 10-Q
          (Mark     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           One)                 SECURITIES EXCHANGE ACT OF 1934
           [X]

            For the quarterly period ended          March 31,  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 Identification
             jurisdiction of                              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 8, 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                                       March 31,   December 31,
                                                         1998           1997
       Current assets:

            Cash                                     $  2,941       $  2,503
            Accounts receivable (less allowance
              for doubtful accounts of $350 in                         
              1998 and $350  in 1997)                  10,034          9,582
            Inventories                                16,914         16,636
            Prepaid expenses                              321            183
            Deferred income taxes                         356            356
            Total Current Assets                       30,566         29,260
       Investment in Norwegian joint venture            5,561          5,505
       Property, plant and equipment, at cost          72,513         71,362
       Accumulated depreciation                      (45,700)       (45,072)
            Net property, plant and equipment          26,813         26,290
       Bond sinking fund                                1,101            885
       Other assets                                     1,373          1,337
       Total Assets                                   $65,414        $63,277
       LIABILITIES AND STOCKHOLDERS' EQUITY

       Current liabilities:
            Current maturities of long-term debt     $  1,367       $  1,367
            Accounts payable                            3,343          2,661
            Accrued expenses                            1,807          1,858
            Income taxes payable                          901            196
                 Total Current Liabilities              7,418          6,082
       Deferred income taxes                            1,834          1,834
       Long-term debt excluding current portions       19,633         20,033
       Other long-term liabilities                      2,553          2,539

       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 shares, 512,897 issued  513            513
            Additional paid-in capital                  4,345          4,345
            Retained earnings                          29,396         28,209
            Cumulative translation adjustment           (865)          (865)
            Treasury stock, at cost                     (368)          (368)
                 Total Stockholders' Equity            33,976         32,789
       Total Liabilities and Stockholders'            $65,414        $63,277
       Equity

          The accompanying notes are an integral part of these statements.


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


                                                       Three Months
                                                     Ended March 31,
                                                       1998    1997

       Net sales                                      $20,351 $20,191
       Cost of goods sold                              15,957  15,608
            Gross Profit Before Depreciation            4,394   4,583
       Operating Expenses
           Depreciation                                   733     755
           Selling, general & administrative          
            expenses                                    1,448   1,330
           Research and development                        34      15
                    Total Operating Expenses            2,215   2,100
            Operating Income                            2,179   2,483

       Other Income(Expense):

            Equity in Earnings before income
              taxes of Norwegian Jt. venture               56      12
            Interest expense                            (213)   (252)
            Miscellaneous expense                       (105)    (87)
                    Total Other Income(Expense)         (262)   (327)
            Earnings before income taxes                1,917   2,156
            Income tax expense                          (720)   (808)
            Net Earnings                               $1,197  $1,348

       EARNINGS PER COMMON SHARE:
            Basic                                       $1.23   $1.38
            Diluted                                     $1.19   $1.34

       EARNINGS PER CLASS A COMMON SHARE:
            Basic                                       $1.16   $1.29
            Diluted                                     $1.12   $1.26



            The accompanying notes are an integral part of these
                                 statements.


                                  Exolon-ESK Company
                   Consolidated Condensed Statements of Cash Flows
                                      Unaudited
                                    (in thousands)
                                                          Three Months
                                                             Ended
                                                           March 31,
                                                          1998     1997

              Net cash provided by operating activities  2,322    3,267


              Cash Flow from Investing Activities:
                  Capital expenditures                 (1,256)  (4,253)
                                                             
              Cash Flow from Financing Activities:
                  Borrowings (repayments) on debt        (400)    1,048
                  Payments to bond sinking fund          (217)    (217)
                  Dividends paid                          (11)     (11)
              Net Cash Provided (Used) by Financing    
              Activities                                 (628)      820
              Net increase (decrease) in cash              438    (166)
              Cash at beginning of period                2,503      275
              Cash at end of period                     $2,941     $109


                 The accompanying notes are an integral part of these
                                     statements.


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


          NOTE 1    The accompanying unaudited consolidated condensed
                    financial statements have been prepared in accordance
                    with generally accepted accounting principles for
                    interim financial information and with the instructions
                    to Form 10-Q and Article 10 of Regulation S-X. 
                    Accordingly, they do not include all of the information
                    and footnotes required by generally accepted accounting
                    principles for complete financial statements.  In the
                    opinion of management, all adjustments (consisting of
                    normal recurring accruals) considered necessary for a
                    fair presentation have been included.  Results for the
                    period ended March 31, 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 March 31, 1998 and  December 31, 1997:



                                                March 31,    December 31,
                                                     1998            1997
                                              (Unaudited)

                    Raw Materials                  $2,439          $2,839

                    Semi-Finished and              16,787          16,183
                    Finished Goods

                    Supplies and Other                939             965

                                                   20,165          19,987

                     Less:  LIFO Reserve          (3,251)         (3,351)

                                                  $16,914         $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 March 31,
                    1998, the Company has incurred approximately
                    $12,834,000 of capital costs related to the facility
                    improvements.  The remaining costs are expected to be
                    incurred in the second 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 Three Months Ended March 31, 1998 with the
          Three Months Ended March 31, 1997.

               Net Sales. Total net sales increased by 1% to $20,351,000
          during the three months ended March 31, 1998 from $20,191,000 in
          the first three months of 1997. 

               Gross Profit.  Gross profit before depreciation expense was
          $4,394,000  in the first three months of 1998 compared to
          $4,583,000 in the first three months of 1997.  As a percent of
          net sales, gross margins were 21.6% in the first three months of
          1998 compared to 22.7% in the same period of 1997.  The decrease
          in gross profit as a percent of net sales can be attributed to a
          decrease in the overall price received for  products resulting
          from a change in product mix.  

               Operating Expenses.  Total operating expenses increased to
          $2,215,000 in the three months ended March 31, 1998 from
          $2,100,000 in the same period of 1997.  Operating expenses as a
          percent of sales increased to 10.9% in the first three months of
          1998 from 10.4% for the first three months of 1997.  The
          Company's largest portion of operating expense, selling, general
          and administrative expense, increased to $1,448,000 in the first
          three months of 1998 when compared to $1,330,000 during the first
          three months of 1997.  The increase in selling, general and
          administrative expense in the first quarter 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 7.1% in the first three
          months of 1998 from 6.6% in the first three months of 1997.

               Operating Income.  Operating income decreased by 12.2% to
          $2,179,000 in the three months ended March 31, 1998 from
          $2,483,000 in the three months ended March 31, 1997 due to the
          increase in selling and general and administrative expense and
          research and development costs.

               Norwegian Joint Venture.  The Company's 50% share of the
          pre-tax earnings of its Norwegian joint venture, Orkla Exolon
          A/S, was $56,000 for the three months ended March 31, 1998 versus
          $12,000 in the three months ended March 31, 1997.  The Company's
          share in the venture's net sales was $1,278,000 in the three
          months ended March 31, 1998 as compared to $1,902,000 in the
          three months ended March 31, 1997. 

               Interest and Miscellaneous Expense. Interest expense
          decreased in the first three months of 1998 to $213,000 from
          $252,000 in the first three months of 1997.  Average borrowing
          levels of the Company's bank debt were reduced by approximately
          $1,425,000 in the first three months of 1998 when compared to the
          first three months of 1997.  Interest costs on the debt related
          to the Company's facility improvements in Illinois are being
          capitalized.  Interest costs of $50,000 were capitalized during
          the three months ended March 31, 1998.

               Miscellaneous expense of $105,000 was reported in the first
          three months of 1998 compared to miscellaneous expense of $87,000
          in the three months ended March 31, 1997. 

               Income Tax.  The Company's effective tax rate was 38% for
          the three months ended March 31, 1998 and March 31, 1997.

          Liquidity and Capital Resources

               As of March 31, 1998, working capital (current assets less
          current liabilities) has decreased to $23,148,000, when compared
          to $23,178,000 as of December 31, 1997.  Accounts receivable
          increased by $452,000 as of March 31, 1998 versus 1997 year end
          primarily as a result of the increase in sales levels during the
          first three months of 1998.  Accounts payable increased by
          $682,000 when compared to December 31, 1997. 

               For the three months ended March 31, 1998, net cash provided
          by operating activities was $2,322,000.  Cash reserves increased
          by $438,000 at March 31, 1998 compared to December 31, 1997.  Net
          cash provided by operating activities was used to fund $1,256,000
          of capital expenditures in the three months ended March 31, 1998.

               The Company's current ratio decreased to 4.1 to 1.0 at March
          31, 1998 from 4.8 to 1.0 as of December 31, 1997.  The ratio of
          total liabilities to shareholder's equity remained unchanged at
          0.9 to 1.0 as of March 31, 1998 and 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.

               Reference is made to the information included in Note 3 to
          the Notes to Consolidated Financial Statements beginning on page
          5 of this Form 10-Q Report which is  incorporated herein by
          reference. 

          PART II - OTHER INFORMATION

          Item 1.  Legal Proceedings

                    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.

          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

               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
           
                            Form 8-K Report, dated March 24, 1998,
                    concerning a press release issued with respect to the
                    letter of  intent with Elektroschmelzwerk Kempten GmbH
                    ( ESK ) to purchase all of the European Silicon Carbide
                    assets of ESK.



                                      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:     May 8, 1998