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         June 30,  1999

                                         OR


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


            Commission file number                  1-7276

                                 EXOLON-ESK COMPANY

               (Exact name of registrant as specified in its charter)


                  Delaware                            16-0427000
               (State or other                     (I.R.S. Employer
               jurisdiction of                    Identification No.)
              incorporation or
                organization)


                 1000 East Niagara Street, Tonawanda, New York
                                     14150

                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (716) 693-4550

                   (Registrant's telephone number, including
                                   area code)



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



          Indicate by check mark whether the registrant (1) has filed all
          reports required to be filed by Section 13 or 15(d) of the
          Securities Exchange Act of 1934 during the preceding 12 months
          (or for such shorter period that the registrant was required to
          file such reports), and (2) has been subject to such filing
          requirements for the past 90 days.  YES  X    NO ____

          As of July 31, 1999 the registrant had outstanding 481,995
          shares of $1 par value Common Stock and 512,897 shares of $1
          par value Class A Common Stock.

                            PART I - FINANCIAL INFORMATION
                            Item 1.  Financial Statements

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

                                                    (Unaudited)

          ASSETS                                       June 30, December 31,
                                                           1999         1998
          Current assets:
               Cash                                      $4,863      $ 5,289
               Accounts receivable (less
                allowance for doubtful accounts
                of $250 in 1999 and $250 in 1998)         6,077        7,325
               Income Taxes Recoverable                     581        1,124

               Inventories                               18,770       20,219
               Prepaid expenses                             352           96
               Deferred income taxes                        543          541
                                                         ------       ------
               Total Current Assets                      31,186       34,594

          Investment in Norwegian joint venture           5,395        5,594
          Property, plant and equipment, at cost         75,781       75,267
          Accumulated depreciation                     (49,854)     (48,189)
                                                        -------      -------
               Net property, plant and equipment         25,927       27,078
          Bond sinking fund                               2,932        2,422

          Other assets                                    1,592        1,598
                                                         ------       ------
          Total Assets                                  $67,032      $71,286
                                                        =======      =======
          LIABILITIES AND STOCKHOLDERS' EQUITY
          Current liabilities:

               Note payable                             $     -     $    503
               Current maturities of long-term debt         967          967
               Accounts payable                           3,214        3,113
               Accrued expenses                           2,529        2,145
                                                        -------       ------
                    Total Current Liabilities             6,710        6,728
          Deferred income taxes                           1,976        1,979
          Long-term debt excluding current portions      23,778       27,643
          Other long-term liabilities                     2,401        2,360
                                                        -------       ------
                    Total Liabilities                    34,865       38,710
                                                        -------       ------
          Stockholders' equity:
               Preferred stock - Series A -
                 19,364 shares issued                       276          276
               Preferred stock - Series B -
                 19,364 shares issued                       166          166
               Common stock, $1 par value - Auth.
                 600,000 shares, 512,897 issued             513          513

               Class A common stock, $1 par value -
                 Auth. 600,000, 512,897 issued              513          513
               Additional paid-in capital                 4,345        4,345
               Retained earnings                         27,779       28,188
               Accumulated other comprehensive
                 income                                 (1,057)      (1,057)
               Treasury stock, at cost                    (368)        (368)
                                                        -------      -------
                    Total Stockholders' Equity           32,167       32,576
                                                        -------      -------
          Total Liabilities and Stockholders'
           Equity                                       $67,032      $71,286
                                                        =======      =======
           The accompanying notes are an integral part of these statements.


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


                                         Three Months Ended Six Months Ended
                                               June 30,          June 30,

                                              1999     1998    1999    1998
                                             -------------------------------
          Net sales                          $12,817$17,718 $27,040  $38,069
          Cost of goods sold                  10,986 14,154  23,027   30,111
                                             ------- ------  ------   ------
               Gross Profit                    1,831  3,564   4,013    7,958
                                             ------- ------  ------   ------

          Operating Expenses

          Depreciation                           915    733   1,830    1,466
          Selling, general &
           administrative expenses             1,315  1,409   2,548    2,857
          Research and development                12    (2)      29       32
                                               -----  -----   -----    -----
               Total Operating Expenses        2,242  2,140   4,407    4,355
                                               -----  -----   -----    -----


          Operating (Loss) Income              (411)  1,424   (394)    3,603
                                               -----  -----   -----    -----
          Other Income (Expense):
               Equity in (Loss) Earnings
                before income taxes of
                Norwegian Jt. venture          (125)    268   (199)      324

               Interest expense                (411)  (205)   (810)    (418)
               Miscellaneous income
               (expense)                         207   (59)     796    (164)
                                               -----  -----   -----    -----
               Total Other Income
               (Expense)                       (329)      4   (213)    (258)
                                               -----  -----   -----    -----
          (Loss) Earnings before income
            taxes                              (740)  1,428   (607)    3,345


          Income tax benefit (expense)           287  (597)     231  (1,317)
                                               -----  -----   -----  -------
          Net (Loss) Earnings                 ($453)   $831  ($376)   $2,028
                                              ======  =====  ======  =======
          Earnings Per Common Share:

               Basic                         ($0.48)  $0.85 ($0.41)    $2.08
               Diluted                       ($0.48)  $0.82 ($0.41)    $2.01

          Earnings Per Class A Common
           Share:

               Basic                         ($0.45)  $0.80 ($0.39)    $1.96
               Diluted                       ($0.45)  $0.78 ($0.39)    $1.90


               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,
                                                            1999      1998
                                                           -----     -----
              Net cash provided by operating activities   $5,215    $4,367
                                                          ------    ------

              Cash Flow from Investing Activities:
                  Capital expenditures                     (730)   (2,971)
                                                          ------   -------
              Cash Flow from Financing Activities:

                  Repayments on debt                     (4,368)       517
                  Payments to bond sinking fund            (510)         -
                  Dividends paid                            (33)       (33)
                                                         -------    -------
              Net Cash Provided by Financing Activities  (4,911)       484

              Net increase in cash                           426     1,880

              Cash at beginning of period                  5,289     2,503
                                                          ------    ------
              Cash at end of period                       $4,863    $4,383
                                                          ======    ======

                  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 of Exolon-ESK Company (the
                     Company ) 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, 1999 are not necessarily
                    indicative of the results that may be expected for the
                    year ending December 31, 1999.

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

          NOTE 2    The following are the major classes of inventories (in
                    thousands) as of June 30, 1999 and December 31, 1998:


                                                    June 30,     December 31,
                                                      1999            1998
                                                 (Unaudited)
                                                 -----------     -----------
                    Raw Materials                     $1,188        $1,669
                    Semi-Finished and
                     Finished Goods                   19,593        20,822
                    Supplies and Other                 1,226           965
                                                     -------        ------
                                                      22,007        23,456

                     Less:  LIFO Reserve             (3,237)       (3,237)
                                                     -------       -------
                                                     $18,770       $20,219
                                                     =======       =======



          NOTE 3    Contingencies

          a.   Environmental issues

                    Norwegian Joint Venture

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

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

               b.   Legal Matters

                    (i) Federal Proceedings and Related Matters

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

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

                    On June 7, 1999, The Exolon-ESK Company of Canada,
                    Ltd.( Exolon-Canada ) and certain employees were
                    charged by the Ministry of Labor for violations of the
                    Occupational Health and Safety Act resulting from a
                    June 18, 1998 furnace accident.  The ultimate
                    liability, if any, that could result from these charges
                    is presently not determinable.  Although Exolon-Canada
                    believes it has a meritous defense to these
                    allegations, it intends to vigorously defend these
                    charges.

                    In June 1993, Exolon-Canada commenced a civil legal
                    action in Ontario, Canada Court (General Division)
                    against one of its former officers and certain former
                    employees ( the "Defendants") on various charges
                    related to allegations that they defrauded the Company
                    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.  On May 12, 1999
                    damages were awarded against Michael Perrotto in excess
                    of $750,000 and against Michael Perrotto and Paul
                    Perrotto, jointly and severally, in excess of $190,000.
                    Costs of $124,545 were also awarded against both
                    parties.  The action remains ongoing against various
                    other Defendants.

          NOTE 4    Comprehensive Income

                    During the three months and six months ended June 30,
                    1999 and 1998, total comprehensive income, which was
                    comprised of net income and foreign currency
                    translation adjustments, equaled net income.

          NOTE 5    Earnings Per Share

               The following table sets forth the computation of basic and
          diluted earnings per share (in thousands except share
          information):

                                          Three Months       Six Months
                                             Ended             Ended
                                            June 30,          June 30,
                                          1999     1998    1999     1998
                                          ------------------------------
          Numerator: Net income (loss)
           attributable to common
           stockholders after
           preferred stock dividends     ($464)    $ 820   ($398)  $ 2,006
                                         ======    =====   ======  =======
          Numerator for basic earnings per
           share:

              Common stockholders
              (50%)                       (232)      410    (199)    1,003
              Class A common
               Stockholders (50%)         (232)      410    (199)    1,003
                                          -----      ---    -----    -----
                                          (464)      820    (398)    2,006

          Effect of Dilutive
           Securities- Preferred
           Stock Dividends                   -        11       -        22
                                          ----       ---    -----    -----
          Net income (loss)
           attributable to common
           stockholders after assumed
           conversion of preferred
           stock                         ($464)     $831   ($398)   $2,028
                                         ======     ====   ======   ======
          Numerator for diluted
           earnings per share:
              Common stockholders
               (50%)                      (232)      416    (199)    1,014

              Class A common
               stockholders (50%)         (232)      415    (199)    1,014
                                         ------    -----   ------   ------
                                         ($464)    $ 831   ($398)   $2,028
                                         ======    =====   ======   ======

          NOTE 5 Earnings Per Share -
           Con't

          Denominator: Common stock

              Denominator for basic
               earnings per share -
               weighted average shares  481,995  481,995  481,995  481,995
              Effect of dilutive
               securities -
               convertible preferred
               stock                        -     21,785      -     21,785
                                        -------  -------  ------  --------
              Denominator for diluted
               earnings per share -
               adjusted weighted
               average shares and
               assumed conversions      481,995  503,780  481,995  503,780
                                        =======  =======  =======  =======
            Class A common stock:
              Denominator for basic
               earnings per share -
               weighted average shares  512,897  512,897  512,897  512,897

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

         Basic Earnings Per Share:
              Common Stock               ($0.48)    $0.85  ($0.41)   $2.08
              Class A Common Stock       ($0.45)    $0.80  ($0.39)   $1.96


         Dilutive Earnings Per Share:
              Common Stock               ($0.48)    $0.82  ($0.41)   $2.01
              Class A Common Stock       ($0.45)    $0.78  ($0.39)   $1.90

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


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

         Results of Operations

         Comparison of the Six Months Ended June 30, 1999  with the Six
         Months Ended June  30, 1998.

              NET SALES. Total net sales decreased by 29% to $27,040,000
         during the six months ended June 30, 1999 from $38,069,000 in the
         first six months of 1998 primarily due to decreased demand and
         increased foreign competition.

              GROSS PROFIT.  Gross profit before depreciation expense was
         $4,013,000  in the first six months of 1999 compared to
         $7,958,000 in the first six months of 1998.  As a percent of net
         sales, gross margins were 15% in the first six months of 1999
         compared to 21% in the same period of 1998.  The decrease in
         gross profit as a percent of net sales from the first six months
         of 1999 can be attributed to an increase in manufacturing costs
         compared to the same period in 1998 and the decrease in overall
         sales volume.

              OPERATING EXPENSES.  Total operating expenses increased to
         $4,407,000 in the six months ended June 30, 1999 from $4,355,000
         in the same period of 1998.  Operating expenses as a percent of
         sales increased to 16% in the first six months of 1999 versus 11%
         for the same period in 1998.  The primary reason for the increase
         as a percent of sales is the decreased sales volume in the first
         six months of 1999 as compared to the same period in 1998.
         Selling, general and administrative expense decreased to
         $2,548,000 in the first six months of 1999 compared to $2,857,000
         for the same period in 1998.  The primary reasons for the
         decrease include lower selling expenses related to travel costs
         and lower outside commission expense.

              OPERATING INCOME.  Operating income decreased by 111% to a
         loss of ($394,000) in the six months ended June 30, 1999 from
         $3,603,000 in the six months ended June 30, 1998 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 (loss) of its Norwegian joint venture, Orkla
         Exolon A/S, was a loss of ($199,000) for the six months ended
         June 30, 1999 versus a profit of $324,000 in the six months ended
         June 30, 1998.

              INTEREST AND MISCELLANEOUS EXPENSE. Interest expense
         increased in the first six months of 1999 to $810,000 from
         $418,000 in the first six months of 1998.  The primary reason for
         this increase is the interest costs related to the Company's
         construction of a desulpherization plant mandated by the State of
         Illinois Environmental Protection Agency.  Through June 30, 1998,
         these interest costs were capitalized.  As of July 1, 1998, these
         costs are being expensed as the facility has been placed into
         service.

              Miscellaneous income (expense) was $796,000 in the first six
         months of 1999 compared to ($164,000) in the six months ended
         June 30, 1998.  The Company received $494,000 from suppliers as
         settlement in two antitrust litigation claims and $298,000 for a
         business interruption insurance claim resulting from a furnace
         accident at The Exolon-ESK Company of Canada, Ltd. in the first
         six months of 1999.

              INCOME TAX.  The Company's effective tax rate was 38% for
         the six months ended June 30, 1999 as compared to 39% for the six
         months ended June 30, 1998.


         Comparison of the three months ended June 30, 1999 with the three
         months ended June 30, 1998.

              NET SALES.  Net sales decreased $4,901,000 to $12,817,000 in
         the three months ended June 30, 1999, a decrease of 28% compared
         to net sales of $17,718,000 in the three months ended June 30,
         1998.  The decline in sales was due to a decrease in volume and
         increased pressure on prices resulting from a decrease in demand
         combined with an increase in foreign competition.

              GROSS PROFIT. Gross profit before depreciation expense was
         $1,831,000 in the three months ended June 30, 1999 compared to
         $3,564,000 in the three months ended June 30, 1998.  As a percent
         of sales, gross margins were 14% in the three months ended June
         30, 1999 compared to 20% in the three months ended June 30, 1998.
         The decrease in gross profit as a percent of net sales was
         attributed to increases in cost of goods sold caused by lower
         volumes and a decrease in the prices received for products due to
         competitive pressures.

              OPERATING EXPENSES. Operating expenses including
         depreciation, were $2,242,000 during the three months ended June
         30, 1999 versus $2,140,000 during the three months ended June 30,
         1998.  The increase in operating expenses of $102,000 is a result
         of increased depreciation expense of $182,000 primarily related
         to the startup of the pollution abatement facility in Illinois,
         offset, in part, spending reductions of $94,000 in selling and
         general and administrative expenses.  Depreciation as a percent
         of sales was 7% in the three months ended June 30, 1999 compared
         to 4% for the three months ended June 30, 1998.

              OPERATING INCOME.  Operating income (loss) was a loss of
         ($411,000) in the three months ended June 30, 1999 compared to
         $1,424,000 in the three months ended June 30, 1998. The decrease
         in operating income is primarily due to the decrease in sales
         volume combined with increased costs of production.

              NORWEGIAN JOINT VENTURE.  The company's 50% share of the
         pre-tax earnings of its Norwegian joint venture, Orkla Exolon A/S
         was a loss of ($125,000) for the three months ended June 30, 1999
         versus a profit of $268,000 in the three months ended June 30,
         1998.

              INTEREST AND MISCELLANEOUS INCOME. Interest expense
         increased to $411,000 in the three months ended June 30, 1999
         versus $205,000 in the three months ended June 30, 1998.  The
         increase in interest expense is primarily due to the interest
         costs incurred relative to the startup of the pollution abatement
         facility in July of 1998.  Miscellaneous income of $207,000 was
         received in the three months ended June 30, 1999 versus
         miscellaneous expense of $59,000 incurred in the three months
         ended June 30, 1998.  The increase in miscellaneous income was
         due to settlements of two antitrust litigation claims from
         suppliers of materials to Exolon-ESK.

              INCOME TAX.  The Company's effective tax rate for the three
         months ended June 30, 1999 was 39% versus an effective tax rate
         of 42% for the three months ended June 30, 1998.

         Liquidity and Capital Resources

                   As of June 30, 1999, working capital (current assets
         less current liabilities) has decreased by $3,390,000 to
         $24,476,000 when compared to $27,866,000 as of December 31, 1998.
         Inventories have decreased by $1,449,000 from $20,219,000 as of
         December 31, 1998 to $18,770,000 as of June 30, 1999.

                   For the six months ended June 30, 1999, net cash
         provided by operating activities was $5,215,000.  Cash reserves
         decreased by $426,000 as of June 30, 1999 compared to December
         31, 1998.  Net cash provided by operating activities was used to
         reduce net outstanding debt by $4,878,000 and to fund capital
         expenditures of $730,000.

                   The Company's current ratio decreased to 4.6 to 1.0 at
         June 30, 1999 from 5.1 to 1.0 as of December 31, 1998. The ratio
         of total liabilities to shareholders' equity decreased to 1.08 to
         1.0 as of June 30, 1999 as compared to 1.19 to 1.0 as of December
         31, 1998.  Management believes that the cash provided by
         operations and long-term borrowing arrangements will provide
         adequate funds for current commitments and other requirements in
         the near future.

              Reference is made to the information included in Notes to
         the Consolidated Condensed Financial Statements of the Company,
         which is hereby incorporated herein by reference.

         Impact of the Year 2000

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

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

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

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

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

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

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

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

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


         PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings

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

         Item 2.  Change in Securities

              None

         Item 3.  Defaults Upon Senior Securities

              None

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

              None

         Item 5.  Other Information

              The Board of Directors of Exolon-ESK Company accepted the
         resignation of Michael H. Bieger, as Vice President Finance and
         Chief Financial Officer, as of June 25, 1999.  Michael G. Pagano,
         CPA, former Tonawanda  Plant Controller, has been promoted to
         Acting Vice President Finance and Chief Financial Officer.

         Item 6.  Exhibits and Reports on Form 8-K

              (a)   Exhibits
              The following exhibits are included herein:

              27   Financial Data Schedule

              (b)   Reports on Form 8-K

                        None



                                     SIGNATURE

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


         EXOLON-ESK COMPANY





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




         /s/Michael G. Pagano
         Michael G. Pagano
         Acting Vice President Finance and
         Chief Financial Officer




         Date:     August 3, 1999