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       September 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 October 29, 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                                     September 30, December 31,
                                                            1999        1998
         Current assets:

              Cash                                        $5,791     $ 5,289
              Accounts receivable (less allowance
               for doubtful accounts of $250 in
               1999 and $250  in 1998)                     6,166       7,325
              Income Taxes Recoverable                       441       1,124
              Inventories                                 17,027      20,219

              Prepaid expenses                               244          96
              Deferred income taxes                          543         541
                                                          ------      ------
              Total Current Assets                        30,212      34,594
         Investment in Norwegian joint venture             5,583       5,594
         Property, plant and equipment, at cost           76,275      75,267
         Accumulated depreciation                       (50,753)    (48,189)
                                                        --------    --------
              Net property, plant and equipment           25,522      27,078
         Bond sinking fund                                 3,181       2,422
         Other assets                                      1,571       1,598
                                                         -------     -------
         Total Assets                                    $66,069     $71,286
                                                         =======     =======
         LIABILITIES AND STOCKHOLDERS' EQUITY
         Current liabilities:
              Note payable                              $     44    $    503

              Current maturities of long-term debt           967         967
              Accounts payable                             3,011       3,113
              Accrued expenses                             2,338       2,145
                                                           -----       -----
                   Total Current Liabilities               6,360       6,728
         Deferred income taxes                             1,975       1,979
         Long-term debt excluding current portions        23,014      27,643
         Other long-term liabilities                       2,389       2,360
                                                          ------      ------
                   Total Liabilities                      33,738      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                           27,943      28,188
              Accumulated other comprehensive
               income                                    (1,057)     (1,057)
              Treasury stock, at cost                      (368)       (368)
                                                         -------     -------
                   Total Stockholders' Equity             32,331      32,576
                                                         -------     -------
         Total Liabilities and Stockholders'
          Equity                                         $66,069     $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    Nine Months
                                                   Ended         Ended
                                               September 30,   September 30,
                                                  1999    1998    1999    1998
                                               ------- ------- ------- -------
          Net sales                            $12,603 $14,598 $39,643 $52,667
          Cost of goods sold                    10,073  12,657  33,100  42,768
                                               ------- ------- ------- -------
               Gross Profit                      2,530   1,941   6,543   9,899
                                               ------- ------- ------- -------

          Operating Expenses
          Depreciation                             915     903   2,745   2,369
          Selling, general & administrative
           expenses                              1,082   1,449   3,629   4,306

          Research and development                   7       -      36      32
                                                 -----   -----   -----   -----
               Total Operating Expenses          2,004   2,352   6,410   6,707
                                                 -----   -----   -----   -----
          Operating Income (Loss)                  526   (411)     133   3,192
                                                 -----   -----   -----   -----

          Other Income (Expense):
               Equity in Earnings (Loss)
                before income taxes of
                Norwegian Jt. venture              187     201    (12)     525
               Interest expense                  (358)   (406) (1,168)   (824)
               Abandoned acquisition costs        -      (364)    -      (364)

               Miscellaneous income (expense)     (81)   (161)     714   (325)
                                                 -----   -----   -----   -----
               Total Other Income (Expense)      (252)   (730)   (466)   (988)
                                                 -----   -----   -----   -----
          (Loss) Earnings before income taxes    (274) (1,141)   (333)   2,204


          Income tax benefit (expense)             111     367     120   (950)
                                                 ----- -------  ------  ------
          Net (Loss) Earnings                     $163  ($774)  ($213)  $1,254
                                                 =====  ======  ======  ======

          Earnings Per Common Share:
               Basic                             $0.16 ($0.81) ($0.26)   $1.27
               Diluted                           $0.16 ($0.81) ($0.26)   $1.24

          Earnings Per Class A Common Share:

               Basic                             $0.15 ($0.77) ($0.24)   $1.19
               Diluted                           $0.15 ($0.77) ($0.24)   $1.17


          The accompanying notes are an integral part of these statements.




                                  Exolon-ESK Company
                   Consolidated Condensed Statements of Cash Flows
                                      Unaudited
                                    (in thousands)
                                                          Nine Months
                                                            Ended
                                                         September 30,
                                                          1999     1998
                                                          ----     ----
              Net cash provided by operating
               activities                               $7,608   $3,618
                                                        ------   ------
              Cash Flow from Investing Activities:
                  Capital expenditures                 (1,227)  (4,342)
                                                       -------  -------
              Cash Flow from Financing Activities:
                  (Repayments on) proceeds from debt   (5,088)    4,350
                  Payments to bond sinking fund          (758)        -
                  Dividends paid                          (33)     (33)
                                                       ------     -----
              Net Cash (Used for) Provided by
               Financing Activities                    (5,879)    4,317
                                                       -------    -----

              Net increase in cash                         502    3,593

              Cash at beginning of period                5,289    2,503
                                                       -------   ------
              Cash at end of period                     $5,791   $6,096
                                                       =======   ======

         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 September 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 September 30, 1999 and  December 31,
                    1998 :

                                             September 30,  December 31,
                                                      1999      1998
                                               (Unaudited)
                                             ---------------------------
                    Raw Materials                   $1,048        $1,669

                    Semi-Finished and               18,051        20,822
                     Finished Goods

                    Supplies and Other               1,165           965
                                                    ------        ------
                                                    20,264        23,456
                     Less:  LIFO Reserve           (3,237)       (3,237)
                                                   -------       -------
                                                   $17,027       $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
                    substitutions including low sulfur coke.  Based upon
                    currently known information the Company estimates the
                    future capital projects 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.

                    A Special Notice of Liability was received from US EPA
                    by Exolon for the Remedial Deign/Remedial Action Phase
                    of the Lenz Oil Services, Inc. Superfund Site.  Exolon
                    is one of over seventy potentially responsible parties.
                    The Notice alleges joint and several liability based
                    upon the premise that the soil and ground water were
                    contaminated with oil and solvent waste containing
                    hazardous constituents.  The ultimate liability that
                    could result from this Site and Notice cannot be
                    presently determined.  A good faith period of
                    negotiations is scheduled through February 21, 2000, at
                    which time the Company will be able to better determine
                    their apportioned share of the clean up costs.

                    (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.  A settlement is
                    currently being negotiated which would include a
                    $100,000 (Canadian) fine against Exolon-Canada and all
                    charges against the individual employees being
                    dismissed.

          NOTE 4    Comprehensive Income

                    During the three months and nine months ended September
                    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      Nine Months
                                              Ended            Ended
                                            Sept. 30,         Sept. 30,
                                           1999    1998     1999     1998
                                           ------------------------------
          Numerator: Net income (loss)
           attributable to common
           stockholders after preferred
           stock dividends                  $152   ($796)   ($213) $ 1,221
                                            ==============================
          Numerator for basic earnings
          per share:
              Common stockholders (50%)       76    (398)    (106)     610

              Class A common
               stockholders (50%)             76    (398)    (107)     611
                                             -----------------------------
                                             152    (796)    (213)   1,221

          Effect of Dilutive
           Securities-Preferred
           Stock Dividends                     -       -        -       33
                                             -----------------------------

          Net income (loss)attributable
           to common stockholders
           after assumed conversion of
           preferred stock                  $152   ($796)   ($213)  $1,254
                                            ==============================

          Numerator for diluted
          earnings per share:

              Common stockholders (50%)       76    (398)    (106)     627

              Class A common
               stockholders (50%)             76    (398)    (107)     627
                                            ------------------------------
                                            $152   ($796)   ($213)  $1,254
                                            ==============================

              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
                                        ----------------------------------
              Denominator for diluted
               earnings per share -
               adjusted weighted
               average shares and
               assumed conversions       481,995  481,995  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
                                         ---------------------------------
              Denominator for diluted
               earnings per share -
               adjusted weighted
               average shares and
               assumed conversions       512,897  512,897  512,897 534,682
                                         =================================

         The effect of the convertible preferred stock was not considered
         for 1999 and the three month period ended September 30, 1998
         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 Nine Months Ended September 30, 1999 with the
         Nine Months Ended September 30, 1998.

              Net Sales. Total net sales decreased by 25% to $39,643,000
         during the nine months ended September 30, 1999 from $52,667,000
         in the first nine months of 1998 primarily due to decreased
         demand and increased foreign competition.

              Gross Profit.  Gross profit before depreciation expense was
         $6,543,000  in the first nine months of 1999 compared to
         $9,899,000 in the first nine months of 1998.  As a percent of net
         sales, gross margins were 16.5% in the first nine months of 1999
         compared to 18.8% in the same period of 1998.  The decrease in
         gross profit as a percent of net sales from the first nine months
         of 1999 can be attributed to the decrease in overall sales
         volume.

              Operating Expenses.  Total operating expenses decreased to
         $6,410,000 in the nine months ended September 30, 1999 from
         $6,707,000 in the same period of 1998.  Operating expenses as a
         percent of sales increased to 16.2% in the first nine months of
         1999 versus 12.7% 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 nine months of 1999 as compared to the
         same period in 1998.  Selling, general and administrative expense
         decreased to $3,629,000 in the first nine months of 1999 compared
         to $4,306,000 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 96% to
         $133,000  in the nine months ended September 30, 1999 from
         $3,192,000 in the nine months ended September 30, 1998 primarily
         due to the decrease in net 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 ($12,000) for the nine months ended
         September 30, 1999 versus a profit of $525,000 in the nine months
         ended September 30, 1998.

              Interest and Miscellaneous Expense. Interest expense
         increased in the first nine months of 1999 to $1,168,000 from
         $824,000 in the first nine 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 $714,000 in the first
         nine months of 1999 compared to ($325,000) in the nine months
         ended September 30, 1998.  The increase in miscellaneous income
         in 1999 over 1998 is due to the Company receiving $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 nine months of 1999.

              Abandoned Acquisition Costs.  On March 24, 1998, Exolon-ESK
         Company filed a Form 8-K with the SEC with respect to a Letter of
         Intent with Elektroschmelzwerk Kempten GmbH ("ESK") to purchase
         all of the European silicon carbide assets of ESK.  During the
         period of March 24, 1998 through September 30, 1998, the Company
         conducted its due diligence of the Acquisition through several
         outside vendors and internal personnel at a cost of $364,381.
         Effective September 30, 1998, the acquisition has was abandoned
         and the Company wrote off all costs related to the acquisition
         that it had accumulated.  No costs related to this abandoned
         acquisition were incurred in 1999.

              Income Tax.  The Company's effective tax rate was 36% for
         the nine months ended September 30, 1999 as compared to 43% for
         the nine months ended September 30, 1998.

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

                   Net Sales.  Net sales decreased $1,995,000 to
         $12,603,000 in the three months ended September 30, 1999, a
         decrease of 14% compared to net sales of $14,598,000 in the three
         months ended September 30, 1998.  The decline in sales was due to
         a decrease in volume resulting from foreign competition.  The
         Company continues to experience pressure on prices resulting from
         a decrease in demand and foreign imports.

                   Gross Profit. Gross profit before depreciation expense
         was $2,530,000 in the three months ended September 30, 1999
         compared to $1,941,000 in the three months ended September 30,
         1998.  As a percent of sales, gross margins were 20.1% in the
         three months ended September 30, 1999 compared to 13.3% in the
         three months ended September 30, 1998. The increase in gross
         profit as a percent of net sales was attributed to cost
         reductions at all plant locations.  The Company was able to
         furnace raw materials using off peak low cost power and has made
         efforts to reduce operating costs through head count reductions
         at all plant locations.

                   Operating Expenses. Operating expenses including
         depreciation, were $2,004,000 during the three months ended
         September 30, 1999 versus $2,352,000 during the three months
         ended September 30, 1998.  The decrease in operating expenses of
         $348,000 is a result of spending reductions of $367,000 in
         selling and general and administrative expenses, offset by a
         small increase in depreciation expense of $12,000 for the three
         month period ended September 30, 1999.  Depreciation as a percent
         of sales was 7.3% in the three months ended September 30, 1999
         compared to 6.2% for the three months ended September 30, 1998.

                   Operating Income.  Operating income (loss) was an
         income of $525,000 in the three months ended September 30, 1999
         compared to a loss of ($411,000) in the three months ended
         September 30, 1998. The increase in operating income from 1999 to
         1998 is primarily due to the cost reduction efforts noted above.

                   Norwegian Joint Venture.  The company's 50% share of
         the pre-tax earnings of its Norwegian joint venture, Orkla Exolon
         A/S was a profit of $187,000 for the three months ended September
         30, 1999 versus a profit of $201,000 in the three months ended
         September 30, 1998.

                   Interest and Miscellaneous Income. Interest expense
         decreased to $358,000 in the three months ended September 30,
         1999 versus $406,000 in the three months ended September 30,
         1998.  The decrease in interest expense is primarily due to lower
         interest costs charged on the Company's line of credit which had
         a balance of $2,981,000 as of September 30, 1999 as compared to a
         balance of $7,610,000 as of December 31, 1998.  Miscellaneous
         expense of $81,000 was incurred in the three months ended
         September 30, 1999 versus miscellaneous expense of $161,000
         incurred in the three months ended September 30, 1998.

                   Abandoned Acquisition Costs.  On March 24, Exolon-Esk
         Company filed a Form 8-K with the SEC with respect to a Letter of
         Intent with Elektroschmelzwerk Kempten GmbH ( ESK ) to purchase
         all of the European silicon carbide assets of ESK.  During the
         period March 24, 1998 through September 30, 1998, the Company
         conducted its due diligence of the Acquistion through several
         outside vendors and internal personnel at a cost of $364,381.
         Effective September 30, 1998,  the acquisition was abandoned and
         the Company wrote off all costs related to the acquisition it had
         accumulated.  No costs related to this abandoned acquisition were
         incurred in 1999.

                   Income Tax.  The Company's effective tax rate for the
         three months ended September 30, 1999 was 41% versus an effective
         tax rate of 32% for the three months ended September 30, 1998.

         Liquidity and Capital Resources

                        As of September 30, 1999, working capital (current
         assets less current liabilities) has decreased by $4,014,000 to
         $23,852,000 when compared to $27,866,000 as of December 31, 1998.
         Inventories have decreased by $3,192,000 from $20,219,000 as of
         December 31, 1998 to $17,027,000 as of September 30, 1999.

                        For the nine months ended September 30, 1999, net
         cash provided by operating activities was $7,608,000.  Cash
         reserves increased by $502,000 as of September 30, 1999 compared
         to December 31, 1998.  Net cash provided by operating activities
         was used to reduce net outstanding debt by $5,846,000 and to fund
         capital expenditures of $1,227,000.

                        The Company's current ratio decreased to 4.8 to
         1.0 at September 30, 1999 from 5.1 to 1.0 as of December 31,
         1998. The ratio of total liabilities to shareholders' equity
         decreased to 1.04 to 1.0 as of September 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 by the end of 1999.  The other system is a mix
         station and is non-critical with respect to compliance.  This
         equipment is not required until March 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
         December 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 $1,394,000 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

              Wacker Chemicals (USA), Inc., which is the owner of all of
              the Company's outstanding Class A Common Stock and Series B
              Preferred Stock, has changed its name to Wacker Engineered
              Ceramics, Inc.

         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
         President and Chief Executive Officer




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




         Date:     November 10, 1999