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

                                      FORM 10-Q/A

           (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, 2001


                                         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 jurisdiction of         (I.R.S. Employer
           incorporation or organization)         Identification No.)

                    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 1, 2001 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,
                                                         2001         2000
                                                  ___________ ____________
       Current assets:
            Cash                                       $3,236      $ 5,093
            Accounts receivable (less allowance
             for doubtful accounts of
             $121 in 2001 and $150 in 2000)             6,293        5,376

            Inventories                                15,471       14,120
            Prepaid expenses                              179           81
            Deferred income taxes                         319          287
                                                    _________    _________
            Total Current Assets                       25,498       24,957
       Investment in Norwegian joint venture            5,034        4,864

       Property, plant and equipment, at cost          77,816       77,637
       Accumulated depreciation                      (55,834)     (54,996)
                                                    _________    _________
            Net property, plant and equipment          21,982       22,641
       Bond sinking fund                                4,728        4,420

       Other assets                                     1,627        1,648
                                                    _________    _________
       Total Assets                                   $58,869      $58,530
                                                    =========    =========
       LIABILITIES AND STOCKHOLDERS' EQUITY
       Current liabilities:

            Debt in default                       $    20,700   $   20,700
            Note payable                                  140            -
            Accounts payable                            2,966        2,339
            Accrued expenses                            1,451        1,212
            Income taxes payable                           96          378
                                                     ________    _________

                 Total Current Liabilities             25,353       24,629
       Deferred income taxes                            1,744        1,744
       Other long-term liabilities                      1,743        1,771
                                                     ________    _________
                 Total Liabilities                     28,840       28,144

       Stockholders' equity:
            Preferred stock - Series A -                  276          276
             19,364 shares issued
            Preferred stock - Series B -                  166          166
             19,364 shares issued
            Common stock, $1 par value -                  513          513
             512,897 issued, 481,995 outstanding
            Class A common stock, $1 par value -          513          513
             512,897 issued/outstanding

            Additional paid-in capital                  4,345        4,345


            Retained earnings                          26,388       26,745
            Accumulated other comprehensive           (1,804)      (1,804)
             income
            Treasury stock, at cost                     (368)        (368)

                 Total Stockholders' Equity            30,029       30,386
                                                     ________     ________
       Total Liabilities and Stockholders'            $58,869      $58,530
       Equity                                        ========     ========

         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 March 31,

                                                      2001   2000
                                                    _______ _______

       Net sales                                    $12,125 $13,534
       Cost of goods sold                            10,654  11,175
                                                    _______ _______
            Gross Profit                              1,471   2,359

       Operating Expenses

       Depreciation                                     859     890
       Selling, general & administrative                981   1,118
        expenses
       Research and development                           -      17

            Total Operating Expenses                  1,840   2,025
                                                    _______ _______


       Operating (Loss) Income                        (369)     334

       Other Income (Expense):

            Equity in Earnings(Loss) before
             income taxes of Norwegian Jt.              169   (148)
             venture
            Interest expense                          (394)   (323)
            Miscellaneous income(expense)                12     (8)
            Total Other Income(Expense)               (213)   (479)
                                                    _______ _______


       Earnings before income taxes                   (582)   (145)


       Income tax benefit (expense)                     269       9
                                                    _______ _______

       Net (Loss)Earnings                            ($313)  ($136)
                                                    ======= =======


       Basic and Diluted Earnings Per
       Share:

            Common                                  ($0.33) ($0.15)
            Class A Common                          ($0.32) ($0.14)





            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,

                                                             2001     2000
                                                          _______  _______

              Net cash provided by(used in) operating    ($1,466)   $1,408
               activities                                ________  _______

              Cash Flow from Investing Activities:

                  Capital expenditures                      (179)    (478)
                                                         ________  _______

              Cash Flow from Financing Activities:
                  Net borrowing(repayments) on long-          140    (137)
                   term debt

                  Payments to bond sinking fund             (308)    (294)
                  Dividends paid                             (44)     (11)
                                                         ________  _______
              Net Cash (Used in)Provided by Financing       (212)    (442)
                Activities                               ________  _______

              Net (decrease)increase in cash              (1,857)      488


              Cash at beginning of period                   5,093    5,328
                                                         ________  _______
              Cash at end of period                        $3,236   $5,816
                                                          =======  =======

                  The accompanying notes are an integral part of these
                                       statements.


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

               The purpose of this amendment is to correct an error in the
          financial statements:

          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, 2001 are not necessarily
                    indicative of the results that may be expected for the
                    year ending December 31, 2001.

                    For further information, refer to the financial
                    statements and footnotes thereto for the year ended
                    December 31, 2000 included in the Company's Annual
                    Report on Form 10-K filed with the Securities and
                    Exchange Commission.

          NOTE 2    As of the date of this report, the Company continues to
                    finalize the details of a Merger Agreement that was
                    announced on March 14, 2001 via an 8-K Current Report.
                    In addition, the details of the Merger Agreement were
                    included in Form 14C that was filed with the SEC on
                    March 26, 2001.  The Company is in the process of
                    responding to SEC comments and anticipates this
                    transaction will close by the end of July 2001.

                    At present, due to the pending Merger Agreement the
                    Company's credit situation with its financial
                    institutions has not changed since the disclosures made
                    in the Company's 10-K that was filed on or about March
                    16, 2001.  The Company continues to be in default of
                    its financial covenants it has with its creditors and
                    for this reason the Bond issuances it has have been
                    reclassified on the balance sheet as debt in default in
                    the current liability section.  It does not appear
                    there will be any remedy to this situation until the
                    Merger Agreement is finalized and the new parent
                    company, Washington Mills, makes arrangements for
                    alternate financing.


          NOTE 3    The following are the major classes of inventories (in
                    thousands) as of March 31, 2001 and  December 31, 2000:

                                               March  31,
                                                     2001   December 31,
                                              (Unaudited)           2000
                                             ____________    ___________

                    Raw Materials                    $550         $1,041

                    Semi-Finished and              16,953         15,223
                     Finished Goods

<PAGE>
                    Supplies and Other              1,030            918
                                                 ________        _______

                                                   18,533         17,182

                     Less:  LIFO Reserve          (3,062)        (3,062)
                                                 ________        _______
                                                  $15,471        $14,120
                                                 ========        =======



          NOTE 4    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 provided 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.

                    During 1998, the Company completed installation of the
               CEMS and implementation of the BACT as required by the
               Consent Order. A revised construction permit was received on
               December 27, 1999, verifying that the project was in
               compliance with all applicable Board emissions and utilized
               BACT for sulfur dioxide.  The air quality analysis showed
               compliance with the allowable sulfur dioxide increment.  In
               January 2001, an additional one-year temporary permit was
               applied for with the IEPA to permit the Company additional
               time to install a heater designed to improve the H2S removal
               efficiency.  A Title V permit is anticipated to be applied
               for in year 2002.

                    In the summer of 2001, the Company will proceed with
               the replacement of the liner of the  Lagoon 1 and related
               pond matters.  Discussions are ongoing with the IEPA.  A
               revised construction permit has been applied for to complete
               the project.

               (ii)  Superfund Site

                    A Special Notice of Liability was received by the
               Company from the US EPA for the Remedial Design/Remedial
               Action Phase of the Lenz Oil Services, Inc. Superfund Site.
               The Company is one of over seventy potentially responsible
               parties.  The Notice alleged 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 Company entered into a Consent Decree
               with the U.S. EPA in February 2001 and settled the claim for
               approximately $165,000.  The payment will be made in the
               second quarter of 2001.

               (iii)  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 have been
               tightly controlled as a result of various alternatives
               presently being considered by the Norwegian joint venture.
               The joint venture has met the sulfur requirements with
               changes in production techniques and raw material
               procurement including low sulfur coke.

               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.  Discovery was completed in January 2000.  On
               October 4, 2000 a decision and order was filed in the case
               denying the Norton Company's motion to dismiss.

               NOTE 5    Comprehensive Income

                    During the three months ended March 31, 2001 and 2000,
               total comprehensive income, which was comprised of net
               income and foreign currency translation adjustments, equaled
               net income.

               NOTE 6    Earnings Per Share

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

                                                      Three Months Ended
                                                           March 31,

                                                       2001          2000
                                                       _____         ____

               Numerator: Net income                  ($324)        ($147)
               available to common                     =====         =====
               stockholders after preferred
               stock dividends

               Numerator for basic earnings
                per share:
                   Common stockholders (50%)           (162)          (73)

                   Class A common                      (162)          (74)
                    stockholders (50%)                 _____         _____

                                                       (324)         (147)
               Effect of Dilutive Securities-
                Preferred Stock Dividends                -             -
                                                       _____         _____

               Net income available to common         ($324)        ($147)
                stockholders after assumed             =====         =====
                conversion of preferred stock
               Numerator for diluted earnings
                per share:

                   Common stockholders (50%)           (162)          (73)
                   Class A common                      (162)          (74)
                    stockholders (50%)                 _____         _____

                                                      ($324)        ($147)
                                                       =====         =====
               NOTE 6
                Earnings Per Share - Con't

               Denominator: Common stock
                   Denominator for basic
                    earnings per share -             481,995       481,995
                    weighted average shares

                   Effect of dilutive
                    securities -                          -             -
                    convertible preferred              _____         _____
                    stock
                   Denominator for diluted
                    earnings per share -
                    adjusted weighted average        481,995       481,995
                    shares and assumed               =======       =======
                    conversions

                 Class A common stock:
                   Denominator for basic
                    earnings per share -             512,897       512,897
                    weighted average shares

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


              Basic Earnings Per Share:
                   Common Stock                        ($0.33)      ($0.15)

                   Class A Common Stock                ($0.32)      ($0.14)

              Dilutive Earnings Per Share:
                   Common Stock                        ($0.33)      ($0.15)
                   Class A Common Stock                ($0.32)      ($0.14)

              The effect of the convertible preferred stock was not
              considered for 2001 and 2000 because the effect would have
              been anti-dilutive.



              NOTE 7     Accounting for Derivatives

	           Effective January 1, 2001, the Company adopted Statement of
              Financial Accounting Standards No. 133, "Accounting for Derivative
              Instruments and Hedging Activities."  SFAS No. 133 establishes
              accounting and reporting standards for derivative instruments,
              including certain derivative instruments embedded in other
		  contracts, and for hedging activities.  It requires that an
              entity recognize all derivatives as either assets or liabilities
              in the statement of financial position and measure those
              instruments at fair value.  The intended use of the derivative
              and its designation as either a fair value hedge or cash flow
              hedge determines when the gains or losses on the derivatives are
              to be reported in earnings and when they are to be reported as a
              component of other comprehensive income.  The change in fair
              value of derivatives not designated as hedges will be
              immediately recognized in earnings.

                   To manage its exposure to interest rate fluctuations on its
              variable rate debt, the Company has entered into two interest rate
              swap agreements.  The first agreement has a notional amount of
              $4,595,000 through December 17, 2001 based on LIBOR at 6.20%.
              The second agreement has a notional value of $8,405,000 through
              December 17, 2001 based on the BMA Municipal Bond Index at 4.2%.
              Net payments or receipts under the swap agreements are recorded
              as adjustments to interest expense.

                   The adoption of SFAS 133 on January 1, 2001 had an immaterial
              impact on the Company's financial position.  Given the minor
              amount of derivatives, the Company has chosen not to designate
              the swap agreements as hedges and will record changes in fair
              value in interest expense.  During the quarter ended March 31,
              2001, the Company recorded additional interest expense of $80,000
              related to its derivative instruments.


              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, 2001 with the
              three months ended March 31, 2000.

                        Net Sales.  Net sales decreased $1,409,000 to
              $12,125,000 in the first three months of 2001, a decrease of
              10% compared to net sales of $13,534,000 in the first three
              months of 2000.  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 $1,471,000 in the first three months of 2001
              compared to $2,359,000 in the first three months of 2000.
              As a percent of sales, gross margins were 12.1% in the first
              three months of 2001 compared to 17.4% in the first three
              months of 2000. The decrease in gross profit as a percent of
              net sales was attributed to lower sales volumes and
              unfavorable product mix sales.

                        Operating Expenses. Operating expenses including
              depreciation, were $1,840,000 during the first three months
              of 2001 versus $2,025,000 during the first three months of
              2000.  The decrease in operating expenses is a result of
              spending reductions of $137,000 in selling and general and
              administrative expenses. Depreciation as a percent of sales
              was 7.1% in the first three months of 2001 compared to 6.6%
              for the first three months of 2000.

                        Operating Income.  Operating income was a loss of
              $369,000 in the first three months of 2001 compared to
              income of $334,000 in the first three months of 2000. The
              decrease in operating income is primarily due to lower sales
              volumes and unfavorable product mix sales as 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 income of $169,000 for the first three
              months of 2001 versus a loss of $148,000 in the first three
              months of 2000.

                        Interest and Miscellaneous Income. Interest
              expense increased to $394,000 in the first three months of
              2001 versus $323,000 in the first three months of 2000
              principally due to the adoption of SFAS No. 133, which
              required recognition of an unrealized loss of $80,000 on
              interest rate derivatives held by the Company.
              Miscellaneous income of $12,000 was received in the first
              three months of 2001 versus miscellaneous expense of $8,000
              incurred in the first three months of 2000.

                        Income Tax.  The Company's effective tax rate for
              the first three months of 2001 was an overall 47% tax
              benefit comprised of a 38% effective tax rate benefit on US
              losses and 37% effective tax rate benefit on foreign losses
              versus an overall 6% tax benefit comprised of a 42% effective
              tax rate expense on US income and 36% effective tax rate
              benefit on foreign losses for the first three months of
              2000.

              Liquidity and Capital Resources

                        As of March 31, 2001, working capital (current
              assets less current liabilities) has decreased by $135,000
              to $193,000 when compared to $328,000 as of December 31,
              2000.  Inventories have increased by $1,351,000 from
              $14,120,000 as of December 31, 2000 to $15,471,000 as of
              March 31, 2001.

                        For the three months ended March 31, 2001, net
              cash used in operating activities was $1,466,000.  Cash
              reserves decreased by $1,857,000 as of March 31, 2001
              compared to December 31, 2000.  Net cash was used to reduce
              net outstanding debt by $168,000 and to fund capital
              expenditures of $179,000.

                        The Company's current ratio remained at 1.0 to 1.0
              at March 31, 2001 and December 31, 2000. The ratio of total
              liabilities to shareholders' equity remained 1.0 to 1.0 as
              of March 31, 2001 and December 31, 2000.  Management
              believes that future cash provided by operations and long-
              term borrowing arrangements will provide adequate funds for
              current commitments and other requirements.

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

              Impact of New Accounting Pronouncements

                        Effective January 1, 2001, the Company adopted
              Statement of Financial Accounting Standards No. 133,
              "Accounting for Derivative Instruments and Hedging
              Activities."  SFAS No. 133 establishes accounting and
              reporting standards for derivative instruments, including
              certain derivative instruments embedded in other contracts,
              and for hedging activities.  It requires that an entity
              recognize all derivatives as either assets or liabilities
              in the statement of financial position and measure those
              instruments at fair value.  The intended use of the
              derivative and its designation as either a fair value hedge
              or cash flow hedge determines when the gains or losses on
              the derivatives are to be reported in earnings and when
              they are to be reported as a component of other comprehensive
              income.  The change in fair value of derivatives not
              designated as hedges will be immediately recognized in earnings.

                        To manage its exposure to interest rate fluctuations
              on its variable rate debt, the Company has entered into two
              interest rate swap agreements.  The first agreement has a
              notional amount of $4,595,000 through December 17, 2001 based
              on LIBOR at 6.20%.  The second agreement has a notional value
              of $8,405,000 through December 17, 2001 based on the BMA
              Municipal Bond Index at 4.2%  Net payments or receipts under
              the swap agreements are recorded as adjustments to interest
              expense.

                        The adoption of SFAS 133 on January 1, 2001 had an
              immaterial impact on the Company's financial position.  Given
              the minor amount of derivatives, the Company has chosen not to
              designate the swap agreements as hedges and will record changes
              in fair value in interest expense.  During the quarter ended
              March 31, 2001, the Company recorded additional interest expense
              of $80,000 related to its derivative instruments.


              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/A,
              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 - None


              Item 6.  Exhibits and Reports on Form 8-K

                   (a)   Exhibits - None

                   (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
              Vice President Finance and
              Chief Financial Officer




              Date:     June 4, 2001