Exhibit 10(o)
                                                                   to Form 10-K



                   1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

ARTICLE 1 - PURPOSE OF PLAN

1.1 Purpose of Plan A. P. Green Industries, Inc. (the "Corporation") has adopted
the 1997 Stock  Plan for  Non-Employee  Directors  (the  "Plan") to provide  for
payment in shares of the  Corporation's  Common Stock, par value $1.00 per share
("Stock"),  to members of the Board of Directors of the  Corporation who are not
employees  of  the   Corporation  or  any  of  its  affiliates  or  subsidiaries
("Non-Employee Directors").  The Plan also provides certain deferred payments of
Stock for  Non-Employee  Directors  that are intended as a  replacement  for the
prior  retirement   program  maintained  by  the  Corporation  for  Non-Employee
Directors.  The Plan is intended to provide Non-Employee Directors with a larger
equity interest in the Corporation in order to attract and retain well-qualified
individuals  to serve as  Non-Employee  Directors and to enhance the identity of
interest between Non-Employee Directors and the shareholders of the Corporation.

ARTICLE II - ELIGIBILITY AND PARTICIPATION

2.1 Eligibility and Participation Only Non-Employee  Directors shall be eligible
to participate in the Plan, and  participation  in the Plan is mandatory for all
Non-Employee Directors.

ARTICLE III - STOCK AWARDS

3.1 Stock  Awards On each June 1 through and  including  June 1, 2007 (each such
date  hereinafter a "Grant  Date"),  in  consideration  for services  previously
rendered as a Non-Employee  Director of the Corporation,  the Corporation  shall
issue to each Non-Employee  Director who has served as such for at least six (6)
months  immediately  preceding such Grant Date,  one thousand  (1,000) shares of
Stock (a "Stock Award").

ARTICLE IV - DEFERRED STOCK UNITS

4.1 Deferred  Stock Units for  Non-Employee  Directors on the Effective Date The
following  Non-Employee Directors shall have credited to their Accounts (defined
in section 4.3) as of May 1, 1997,  a number of Stock Units  (defined in section
4.3) specified as follows:  W. Morrison  3,679;  P. J. O'Bryan  2,133.  Further,
director D. Toll shall have credited to his Account  11,658 Stock Units provided
that he makes an  irrevocable  election,  on or before October 1, 1998, to waive
participation in, and any benefits under any prior retirement program maintained
by the Corporation for  Non-Employee  Directors.  If director Toll does not make
such an  election,  he will not be entitled to have his  Account  credited  with
Stock  Units  pursuant  to this  section  4.1 (but will be  entitled  to receive
additional Stock Units pursuant to section 4.2) and will continue to be entitled
to benefits under the prior retirement  program to the extent provided under the
terms of that prior retirement program.



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4.2 Deferred  Stock Units for  Non-Employee  Directors  After the Effective Date
Commencing  as of June 1,  1997  and each  succeeding  June 1  thereafter,  each
Non-Employee  Director who is serving as such on that date or anniversary  shall
have credited to his Account a number of Stock Units equal to $5,000  divided by
the Fair Market  Value of Stock on the  applicable  June 1. For purposes of this
Plan,  the "Market  Value" of Stock on any  business day shall be the average of
the high and low sales prices  quoted on the New York Stock  Exchange  Composite
Listing on the day in question,  or if there was no  quotation on such date,  on
the next  preceding  business  day on which there were such  quotations.  To the
extent that the formula described in this Section 4.2 does not result in a whole
number of Stock  Units,  the result  shall be rounded  upwards to the next whole
number.

4.3 Crediting Stock Units to Accounts Amounts  credited  pursuant to Section 4.1
and  section  4.2  shall  be  credited  as of  the  date  of the  deferral  to a
bookkeeping  reserve account maintained by the Corporation  ("Account") in units
which are equivalent in value to shares of Stock ("Stock Units").

4.4 Vesting of Stock Units Stock  Units  credited to a  Non-Employee  Director's
Account pursuant to this Article IV shall be fully vested at all times.

4.5 Payment of Stock Units Stock  Units  credited to a  Non-Employee  Director's
Account  pursuant  to this  Article  IV  shall be  payable  in  shares  of Stock
commencing  within a reasonable  period of time not to exceed 90 days  following
the later of (I) termination of the Non-Employee Director's service on the Board
or (ii) the  attainment  by the  Non-Employee  Director (or former  Non-Employee
Director  of age 65).  The  form of  payment  shall  be  either a lump sum or 10
approximately equal annual installments determined as one tenth of the number of
Stock  Units in the first  year,  one ninth in the second year and so on. To the
extent that the formula  described in this Section 4.5 for installment  payments
does not  result in a whole  number of shares of Stock  being  distributed,  the
result shall be rounded upwards to next whole number.  The form of payment shall
be elected by the Non-Employee Director in a manner specified by the company and
may be subsequently modified provided that the new election is received at least
12 months before the payments are scheduled to commence.

ARTICLE V - DIVIDEND EQUIVALENT PAYMENTS

5.1 Dividend Equivalent Payment As of each dividend payment date with respect to
Stock,  each  Non-Employee  Director shall receive  credit for additional  Stock
Units equal to the  product of (i) the  per-share  cash  dividend  payable  with
respect to each share of Stock on such date,  and (ii) the total number of Stock
Units  credited  to his  Account as of the  record  date  corresponding  to such
dividend  payment  date,  (iii) divided by the Fair Market Value of the Stock on
the  dividend  payment  date.  To the extent that the formula  described in this
Section 5.1 does not result in a whole number of Stock  Units,  the result shall
be rounded upwards to next whole number.



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ARTICLE VI - DELIVERY OF STOCK CERTIFICATES

6.1  Stock  Unit  Payments  The  Corporation  shall  issue  and  deliver  to the
Non-Employee  Director a stock certificate (or the bookkeeping  equivalent of an
actual  certificate,  if elected by the  Director) for payment of Stock Units as
soon as practicable following the date on which Stock Units are payable.

ARTICLE VII - STOCK

7.1 Stock The  Aggregate  number of shares of Stock that may be issued under the
Plan shall not exceed two hundred thousand (200,000) shares,  unless such number
of shares is adjusted as provided in Article VIII of this Plan.

ARTICLE VIII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION

8.1 Adjustment Upon Changes in  Capitalization In the event of a stock dividend,
stock split or combination, reclassification,  recapitalization or other capital
adjustment of shares of Stock,  the number of shares of Stock that may be issued
pursuant to Stock Awards and Stock units and the number of Stock Units  credited
to Accounts  shall be  appropriately  adjusted by the Board of  Directors of the
Corporation,  whose  determination  shall be final,  binding and conclusive.  No
fractional  shares of Stock  shall be issued  under the Plan on  account  of any
adjustment  specified herein.  The grant of Stock Awards or Stock Units pursuant
to this Plan shall not  affect in any way the right or power of the  Corporation
to   issue   additional   Stock   or   other   securities,   make   adjustments,
reclassifications, reorganizations or other changes in its corporate, capital or
business structure, to participate in a merger,  consolidation or share exchange
or to transfer its assets or dissolve or liquidate.

ARTICLE IX - TERMINATION OF AMENDMENT OF PLAN

9.1 In General  The Board of  Directors  of the  Corporation  may,  at any time,
terminate,  suspend or amend this Plan.  The Board of  Directors  shall have the
authority to interpret  the Plan and adopt such  supplemental  rules as it deems
appropriate.  Any interpretations  rendered by the Board shall be final, binding
and conclusive.

9.2  Written  Consents  No  amendment  may  adversely  affect  the  right of any
Non-Employee director to receive any Stock previously issued as a Stock Award or
to receive any stock or Dividend  Equivalent  credits pursuant to an outstanding
Stock unit without the written consent of such Non-Employee Director.

9.3  Termination of Stock Award Unless the Plan is sooner  terminated,  no Stock
Award or Stock Unit shall be granted after June 1, 2007.



ARTICLE X - GOVERNMENT REGULATIONS


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10.1     Government Regulations

         a) The  obligations of the Corporation to issue any Stock granted under
this Plan shall be subject to all applicable laws, rules and regulations and the
obtaining  of all such  approvals  by  governmental  agencies  as may be  deemed
necessary or appropriate by the Board of Directors of the Corporation.

         b) Except as otherwise  provided in Article IX of this Plan,  the Board
of  Directors  of the  Corporation  may make such changes as may be necessary or
appropriate  to  comply  with the  rules  and  regulations  of any  governmental
authority.

ARTICLE XI - MISCELLANEOUS

11.1 Unfunded Plan The Plan shall be unfunded with respect to the  Corporation's
obligation  to pay any amount due  pursuant  to Stock  Units and a  Non-Employee
Director's's rights to receive any payment of any Stock Unit shall be no greater
than the rights of an unsecured general creditor of the Corporation.

11.2  Assignment;  Encumbrances The right to receive a Stock Award or Stock Unit
and right to receive  payment  with  respect to a Stock Unit under this Plan are
not  assignable or  transferable  and shall not be subject to any  encumbrances,
liens, pledges or charges of the Non-Employee  Director or his or her creditors.
Any attempt to assign,  transfer or hypothecate any Stock Award or Stock Unit or
any right to  receive a Stock  Award or Stock Unit shall be void and of no force
and effect whatsoever.

11.3  Designation  of  Beneficiaries  A  Non-Employee  Director may  designate a
beneficiary or  beneficiaries to receive any  distributions  under the Plan upon
his or her  death.  Any  payment  due in  this  event  shall  be made as soon as
practicable  following the death of the  Non-Employee  Director in a lump sum in
shares of Stock or in such  other  manner as the  Board of  Directors,  in their
absolute discretion, may permit.

11.4 Applicable Law The validity, interpretation and administration of this plan
and any rules, regulations,  determinations or decisions made hereunder, and the
rights of any and all persons having or claiming to have any interest  herein or
hereunder,  shall be determined  exclusively in accordance  with the laws of the
State of Missouri, without regard to the choice of laws provisions thereof.

11.5  Headings The  headings in this Plan are for  reference  purposes  only and
shall not affect meaning or interpretation of this Plan.

11.6 Notices All notices or other  communications made or given pursuant to this
Plan  shall  be  in  writing  and  shall  be  sufficiently   made  or  given  if
hand-delivered  or mailed  by  certified  mail,  addressed  to any  Non-Employee
Director at the address  contained in the records of the  corporation  or to the
Corporation at its principal office.

ARTICLE XII - EFFECTIVE DATE OF PLAN


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12.1  Effective  Date of Plan This plan shall  become  effective  on the date on
which it is  adopted  by the Board of  Directors  of the  Corporation,  subject,
however, to the approval by the affirmative vote of the holders of a majority of
the votes cast by stockholders of the  Corporation  present,  or represented and
entitled  to  vote,  at the  next  annual  meeting  of the  stockholders  of the
Corporation duly held in accordance with the laws of the State of Delaware.