SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                 ---------------

For the fiscal year ended December 31, 1996         Commission File No. 0-16452
                          -----------------                             -------

                          A. P. GREEN INDUSTRIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                                43-0899374
-------------------------------                                    ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

Green Boulevard, Mexico, Missouri                                      65265
----------------------------------------                               -----
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:  (573) 473-3626
Securities registered pursuant to Section 12(b) of the Act:     None.
Securities registered pursuant to Section 12(g) of the Act:     Common Stock,
                                                                $1.00 par value
                                                                Preferred Share
                                                                Purchase Rights

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the  registrant:  As of  March  25,  1997,  the  market  value  of A.  P.  Green
Industries,   Inc.  Common  Stock  held  by  non-affiliates   was  approximately
$75,300,000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: As of March 25, 1997,  8,024,858
shares of Common Stock, $1.00 par value were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following  documents are  incorporated  by reference into the indicated
part of this report:

Document                                                    Part of Form 10-K
--------                                                    -----------------

1996 Annual Report to Stockholders                          Parts I, II and IV
Proxy Statement for 1997 Annual Meeting of Stockholders     Part I

                                      - 1 -

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                                     PART I

ITEM 1.  BUSINESS
                                  Introduction
                                  ------------

         Unless the context otherwise requires, A. P. Green Industries, Inc. and
its subsidiaries are referred to in this report collectively as "A. P. Green" or
"the  Company."  In most  instances,  information  about A. P.  Green's  primary
businesses  and  reportable   industry  segments   ("Refractory   Products"  and
"Industrial Lime") is presented separately.

(a)  Development of Business
     -----------------------

         General.  A. P. Green  Industries,  Inc., a Delaware  corporation,  was
incorporated as A. P. Green  Refractories Co. in 1967. In that year, A. P. Green
Refractories Co., a Missouri  corporation,  was acquired by United States Gypsum
Company  (now USG  Corporation).  The  acquired  company  was a  successor  to a
business purchased by Allen P. Green in approximately 1910.

         In 1987, A. P. Green  Refractories  Co. acquired all of the outstanding
stock  of APG Lime  Corp.,  a  Delaware  corporation,  and  shortly  after  such
acquisition changed its name to A. P. Green Industries,  Inc. Effective February
3, 1988,  through a distribution of all the  outstanding  capital stock of A. P.
Green  Industries,  Inc. to the common  stockholders of USG  Corporation,  A. P.
Green Industries, Inc. became an independent publicly held company.

         In 1994,  the  Company  acquired  substantially  all of the  assets and
assumed  most  of  the  liabilities  of the  refractory  operations  of  General
Refractories Company and its affiliated companies  (collectively  referred to as
"General").  These  operations  include ten plants in the United States, a plant
near  Toronto,  Canada  and 49% equity  interests  in two  Colombian  refractory
companies, Materiales Industriales S. A. and Empresa de Refractarios Colombianos
S.A.

         In 1995, the Company  acquired a 51% ownership  interest in Plibrico de
Mexico SA de CV (now A. P. Green de Mexico SA de CV), a refractory  manufacturer
near  Monterrey,  Mexico.  In addition,  during 1995 the Company  acquired a 51%
ownership interest in Lanxide ThermoComposites,  Inc. (LTI) and its wholly owned
subsidiary,   Chiam  Technologies,   Inc.,  and  established  INTOGREEN  Co.,  a
partnership of which A. P. Green owns 51%.

         In  1996,   the   Company   completed   construction   of  a  castables
manufacturing  plant in West Java,  Indonesia.  The plant  began  operations  in
November 1996.

         Also in 1996, the Company acquired  substantially all of the assets and
assumed certain of the liabilities of Eastern Ridge Lime, L.P.  (Eastern Ridge).
The  operations  include  a  mineral  processing  facility,  quarrying  and lime
manufacturing business in Ripplemead, Virginia and a leased terminal facility in
St. Matthews, South Carolina.

         The  Company,  headquartered  in Mexico,  Missouri,  mines,  processes,
manufactures  and distributes  specialty  minerals and  mineral-based  products,
including  industrial  lime and  refractories  products in the United States and
international  markets.  The Company  operates  23 plants in the United  States,
Canada, Mexico, the United Kingdom (U.K.) and Indonesia.

                                      - 2 -

<PAGE>



         Lime  Operations.  APG Lime Corp. (APG Lime), a wholly owned subsidiary
of A. P. Green and headquartered in Mexico,  Missouri, is involved in the mining
and  processing  of  limestone  into lime for various  industrial  applications.
Primary customer  applications include steel and aluminum  production,  pulp and
paper  processing,  soil  stabilization for road  construction,  water and waste
water treatment,  masonry and various environmental  applications.  High calcium
limestone,  mined from Company-owned  deposits,  is processed into two basic end
products - quicklime,  produced by heating  crushed  limestone in a rotary kiln,
and hydrated  lime,  produced by adding water to quicklime  through a controlled
process. In addition,  the Company produces dolomitic quicklime and Cal-Dol lime
by blending quicklime with purchased dolomitic limestone.

         APG Lime operates  three plants,  one in Kimballton,  Virginia,  one in
Ripplemead,  Virginia  and one in New  Braunfels,  Texas.  It  generally  serves
customers in the geographic region surrounding its plants.

         Refractory  Operations.  Refractories are heat and atmosphere resistant
materials  that provide the structure or linings for high  temperature  furnaces
and other  vessels.  In addition to being  resistant to thermal stress and other
physical  phenomena induced by heat,  refractories are often required to provide
resistance to physical wear, thermal cycling and abrasion, as well as to provide
insulating properties.

         A. P. Green offers a broad product line, including basic,  clay/alumina
and silica  refractories  and ceramic fiber  products.  Basic  refractories  are
predominantly  composed of magnesite ores, while  clay/alumina  refractories are
predominantly composed of fireclays and bauxite ores. Ceramic fiber products are
lightweight  refractories similar in appearance to fiberglass insulation and are
provided in many forms including bulk, blanket, folded modules and vacuum formed
shapes. All are used in a wide variety of industries, including steel, aluminum,
cement, chemicals, ceramics and glass.

         Basic,  clay/alumina  and silica  refractories  are manufactured in the
form of bricks and specialties.  Bricks are shaped products formed by mechanical
pressing or die molding.  Specialty products (also known as monolithics) include
refractory cements, castables, plastics and mortars. Specialized shapes to serve
specific  industry needs are also custom made in seven cast shops located in the
United States, Canada, Mexico and the United Kingdom.

         Although the Company  purchases some refractory and  refractory-related
products from other manufacturers,  predominantly all of the refractory products
sold by it are manufactured in its own plants.  The Company and its wholly owned
subsidiaries,  A. P. Green  Refractories,  Inc. and Detrick  Refractory  Fibers,
Inc.,  manufacture  refractories in 15 facilities  located in the United States.
The Company's wholly owned subsidiary,  A. P. Green Refractories  (Canada) Ltd.,
organized in 1931,  and its  subsidiary,  1086215  Ontario,  Inc.,  operates two
manufacturing  facilities in Canada.  The Company's  wholly owned United Kingdom
subsidiary,  A. P. Green Refractories Limited,  acquired by a predecessor of the
Company in 1954,  operates one manufacturing  facility in Bromborough,  England,
and  its  subsidiary,  Liptak  Bradley  Limited,  installs  refractory  products
worldwide except for North America.  The Company's 51% owned Mexican subsidiary,
A. P.  Green de  Mexico  SA de CV,  operates  one  manufacturing  facility  near
Monterrey, Mexico. The Company's wholly owned Indonesian subsidiary, PT AP Green
Indonesia, operates one manufacturing facility in Cilegon, West Java, Indonesia.
Significant investment has been made,  particularly in the United States plants,
to improve quality, production efficiency and environmental controls.

         During 1995 the  Company  took steps to broaden  its  technology  base.
INTOGREEN Co., a joint venture  partnership with INTOCAST AG, was formed to sell
and install cast monolithic ladle linings to the

                                      - 3 -

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steel  industry in the U. S., Canada and Mexico.  INTOCAST AG, based in Germany,
is a world  leader in the  development  of cast ladle  linings,  which result in
lower  installation  costs,  reduced  disposal of used  refractory  material and
increased  ladle  availability to the steel plant.  The INTOCAST  Endless Lining
System (Registered  Trademark) is custom designed for each user. During 1996 the
system was successfully installed on a trial basis at certain steel customers in
the United States, one of which has signed a one-year contract.

         LTI,  a  51%  owned  subsidiary   purchased  from  Lanxide  Corporation
(Lanxide), which continues to own a substantial minority interest,  concentrates
on commercializing refractory products for the continuous casting segment of the
steel industry  utilizing ceramic composites  technology  licensed from Lanxide.
Under a  separate  licensing  agreement,  A. P. Green  will  develop  and market
refractory  products  utilizing the advanced materials  technology  developed by
Lanxide in non-steel  refractory  applications  throughout the world,  excluding
Japan.  Included  under the terms of the agreement  are all future  technologies
developed  by Lanxide and its  licensees  and joint  ventures as  applicable  to
non-steel refractory applications.

(b)  Financial Information About Industry Segments
     ---------------------------------------------

         Information  regarding industry segments of A. P. Green is set forth in
Note 19 of Notes to Consolidated Financial Statements which is included in A. P.
Green's 1996 Annual Report to Stockholders and incorporated herein by reference.

(c)  Narrative Description of Business
     ---------------------------------

         Refractory Operations.  A. P. Green manufactures refractory products in
its own plants located in the United States,  Canada, Mexico, the United Kingdom
and Indonesia. These products are sold world wide to industrial end-users and to
installers of  refractories.  The major  end-users of the  Company's  refractory
products and the percentage of the Company's  1996 and 1995 domestic  refractory
sales to such users are as follows:

                                      Percent of 1996         Percent of 1995
                                      U.S. Refractory         U.S. Refractory
End-User Industry Category            Products Sales          Products Sales
--------------------------            ---------------         ---------------

Iron and Steel                              33%                     34%
Nonferrous Metals                           15%                     18%
Cement, Lime, Gypsum, Paper,
   Ceramics, Glass and Clay                 12%                     12%
Metal Castings and Fabrication               6%                      6%
Chemicals and Petrochemicals                 6%                      6%
Other                                       28%                     24%

         A.  P.  Green  is a  leader  in the  manufacture  and  distribution  of
refractory  materials  in North  America and  throughout  the world.  Refractory
materials  are sold  through a direct sales  force,  Company-owned  distribution
centers,  independent  distributors,  licensees  and  agents to a diverse  cross
section of basic industry.  The Company  believes that success in the refractory
industry is  dependent,  to a large  extent,  upon  developing  new products and
modifying  existing  products in order to provide  more value to the  industries
served.  A. P. Green has a fully equipped and staffed research facility that can
analyze the  refractory  failure  mechanisms in its customers'  applications  in
order to determine the optimum refractory  solution.  Often the best solution is
to use a more  sophisticated  product  which  increases  the  upfront  costs but
results in a lower

                                      - 4 -

<PAGE>



life cycle cost.  The  organization  of  research  engineers,  customer  service
engineers  and product  managers  have a good track record of designing  optimum
solutions.  Product design changes that have been  introduced  recently  include
self-leveling  castables  and  low-rebound  wet  gunning  products  that  reduce
installation  costs,  as well as many products that have been optimized to serve
specific  operating  conditions.  Some of the new  products  are  based on A. P.
Green's proprietary  Greenlite insulating aggregate which provides high strength
in combination with low thermal conductivities.

         The Company's  employee  sales force is located  throughout  the United
States,  Canada and  Mexico and in the  Caribbean,  Australia,  Germany  and the
United Kingdom.  Refractory  products are shipped directly to customers from the
Company's  plants  and  from  a  large  network  of  distribution   centers  and
distribution representatives located in the United States, Canada and the United
Kingdom.

         The United States sales force is divided into four  geographic  regions
and three  industry  groups.  The  industry  groups  are  specialized  sales and
marketing  teams  that  target  their  efforts  to steel,  aluminum  and  cement
end-users.  This has allowed the Company to provide a higher  degree of customer
assistance on refractory usage and selection and has enabled sales and marketing
personnel to develop  additional  expertise in those end-user  industries.  This
alignment  has been  beneficial  to  specific  industry  sales  of the  Company.
Canadian and United States  refractory sales efforts are coordinated in order to
take  advantage of a  centralized  marketing  plan and to source  products  more
efficiently.

         Lime  Operations.  APG Lime is  engaged in the  production  of lime for
industrial applications. This process involves crushing, screening and calcining
limestone to produce high calcium quicklime and hydrate, dolomitic quicklime and
Cal-Dol lime blend.  This processing takes place at Company-owned  facilities in
New Braunfels, Texas, Kimballton, Virginia and Ripplemead, Virginia.

         In 1994,  the Company  completed a project which  increased  production
capacity at the New Braunfels, Texas facility to take advantage of higher demand
for quicklime used in making precipitated calcium carbonate and in other growing
markets. This project also reduced particulate air emissions and reduced the use
of water.

         The major  end-users of the Company's  lime products and the percentage
of the Company's 1996 and 1995 lime sales to such users is as follows:

                                   Percent of 1996          Percent of 1995
End-User Industry Category       Lime Products Sales      Lime Products Sales
--------------------------       -------------------      -------------------

Pulp and Paper Processing               36%                      35%
Steel and Aluminum Production           28%                      26%
Road Construction                       15%                      14%
Environmental/Water Treatment           14%                      16%
Masonry                                  4%                       3%
Chemical and Industrial                  3%                       6%

         Increasing  public awareness of and concern over  environmental  issues
has  resulted in increased  lime demand for  environmental  applications.  These
include flue gas  desulphurization,  municipal waste  treatment,  drinking water
treatment and remediation of hazardous waste.  Lime demand from these markets is
expected to increase and will provide APG Lime with  opportunity  for  continued
growth.

                                      - 5 -

<PAGE>



         Recently  developed  lime  products  include  Cal-Dol lime blend;  high
calcium quicklime noted for specialized  sizing and chemical  reactivity for use
in production of precipitated calcium carbonate by paper producers;  and several
dolomitic  building lime products.  Due to their heavy, bulk nature,  industrial
lime  products  cannot be shipped  economically  over long  distances.  This has
resulted in regional sales and distribution,  generally within a 400-mile radius
of each  facility.  APG Lime's  facilities are well located to take advantage of
demand  in the  Southeastern  U.S.  and Texas and  surrounding  states.  Product
distribution  involves direct shipments via rail and/or truck from the plants to
the customers and customer pick-up at the plants.

         Raw Materials.  A. P. Green maintains programs to attempt to ensure the
availability  of raw  materials,  including  the purchase of  materials  for its
short-term needs and the development of long-term sources of supply.  Refractory
clay and silica requirements are obtained from Company-owned deposits located in
Alabama,  Arkansas,  Georgia,  Idaho,  Missouri,  Ohio,  Texas and Utah.  Proven
deposits  contained  approximately  10,800,000  tons of clay  and  silica  as of
December 31, 1996. Average annual mining of clay and silica during the last five
years was 234,000 tons, with 1996 at 240,000 tons. Proven reserves are estimated
to be  sufficient  for  approximately  38 years of  operations,  based on recent
average annual usage.  The remaining  refractory raw materials  requirements are
obtained  from  numerous  suppliers.  Refractory-grade  bauxite is imported from
China,  Guyana and Brazil,  and  approximately  30% of the  Company's  magnesite
supply is obtained from China. On a long-term basis, there is an adequate supply
of  materials  available  from these  countries.  There has been no  significant
interruption  in the  availability  of Chinese or  Brazilian  bauxite or Chinese
magnesite.  There have been brief  periods of limited  supplies of bauxite  from
Guyana.  Some alumina raw materials are available from only one or two suppliers
in the United  States.  Current  supplies  are  adequate  to meet A. P.  Green's
planned  production  volume  for the  foreseeable  future.  Aluminum  Company of
America is a major  supplier of alumina  chemicals and supplies up to 90 percent
of certain chemicals used by A. P. Green.

         A. P.  Green's  lime  products  require two major raw  materials,  high
calcium  limestone and dolomitic  limestone.  High calcium limestone is quarried
from Company-owned deposits at the New Braunfels, Texas and Ripplemead, Virginia
plants  and mined from  Company-owned  and leased  deposits  at the  Kimballton,
Virginia plant. The deposit at New Braunfels  contained about 49,300,000 tons of
usable  reserves as of December 31, 1996.  The average  annual usage of quarried
limestone at New Braunfels  during the five-year  period ended December 31, 1996
was  995,000  tons,  with 1996  usage at  1,127,000  tons.  Proven  reserves  of
limestone at this location are estimated to be sufficient  for about 50 years of
operations,  based on recent  average  annual  usage.  Company-owned  and leased
reserves  at the  Kimballton  plant  were  estimated  at  20,100,000  tons as of
December 31, 1996.  The average  annual usage of mined  limestone at  Kimballton
during the five-year  period ended December 31, 1996 was 682,000 tons, with 1996
usage at 741,000  tons.  Proven  reserves  of  limestone  at this  location  are
estimated to be sufficient for 29 years of  operations,  based on recent average
annual usage.  Approximately  12,200,000 tons of limestone were also obtained in
the 1996 Eastern Ridge  acquisition,  which should be sufficient for 45 years of
operations  based on projected  usage.  Dolomitic  limestone  is purchased  from
outside  suppliers,  primarily Chemical Lime Company for the New Braunfels plant
and Rockydale Quarries Corp. for the Kimballton plant.

         Energy.  Natural  gas used in the  production  of  refractory  products
represents  approximately 60 percent of total refractory energy costs.  However,
natural gas usage accounts for only approximately 4 percent of the total cost of
refractory sales. Most manufacturing plants maintain a supply of standby energy.
Electrical  costs  vary  between  operations  and  account  for the  balance  of
refractory energy costs.


                                      - 6 -

<PAGE>



         The primary  energy  source used in the  production of lime products is
coal, which accounted for virtually all of the total fuel used at the Kimballton
plant and about 66  percent of the total  fuel used at the New  Braunfels  plant
during  1996.  Coal will also be the  primary  energy  source at the  Ripplemead
plant.  Natural gas (in lieu of coal) is the other major  energy  source used at
New Braunfels,  accounting for approximately 34 percent of that facility's total
fuel usage in 1996. Coal for all locations and gas for New Braunfels are readily
available from numerous suppliers.

         Primary energy  supplies for both segments have been ample and have not
been a factor in terms of curtailed plant  operations.  No major shift in energy
use patterns for either segment is anticipated.

         Seasonality/Cyclicality.  Refractory sales are moderately  seasonal and
are directly related to cyclical fluctuations in production levels and new plant
additions by refractory end-users.

         Lime demand is fairly uniform except for the negative impact of adverse
weather on soil stabilization shipments. This factor is significant in Texas and
surrounding  states  as  soil  stabilization  shipments  for  road  construction
projects are somewhat  depressed  between November and February due to typically
rainy weather conditions.

         Both of the  Company's  industry  segments  are  sensitive  to cyclical
fluctuations in the iron, steel and non-ferrous metals  industries.  APG Lime is
also  sensitive  to  cyclical  fluctuations  in the  pulp and  paper  processing
industries.

         Order Backlog.  Order backlog for refractories varies by month within a
moderate range.  The order backlog believed to be firm was  approximately  $31.1
million and $38.4 million at December 31, 1996 and 1995, respectively, requiring
eight to nine weeks to service for 1996 as compared  with eleven to twelve weeks
for 1995. A significant  portion of the 1996 decline was due to lower demand for
silica brick as a result of reduced glass plant  construction  in both the U. S.
and foreign  markets.  During 1996 the Company revised its method of calculating
refractories order backlog to include orders held by distribution centers. Prior
year data has been restated to reflect that change.

         Lime products normally do not have any significant backlog,  other than
for soil stabilization backlog related to state highway lettings, which can vary
significantly from period to period. Such backlog was approximately $3.2 million
and $3.0 million at December 31, 1996 and 1995, respectively.

         Competition.  The refractory  industry is highly competitive and demand
for refractories  fluctuates with the level of activity in the basic industries.
A. P. Green is one of six major producers of domestic refractories.  The Company
competes  internationally  with several major domestic producers and a number of
international  companies.  The  Company  continues  to expand its  international
refractory  sales efforts.  In addition,  there are numerous  regional  domestic
refractory producers.  The major areas of competition in the refractory industry
are  service,  price and product  performance.  Due to the decline of the United
States heavy  manufacturing  industrial base, the refractory industry has become
more price sensitive in recent years. New product  introductions  are increasing
to meet demands of customer  operating  practices.  More stringent  requirements
placed on product  quality are being met with improved  quality control at A. P.
Green manufacturing plants to minimize deviations from refractory  manufacturing
standards.  The U.K.  Bromborough  facility  and the Mexico,  Missouri,  Fulton,
Missouri,  Sproul,  Pennsylvania  and Oak Hill,  Ohio  plants have been ISO 9002
certified and efforts are being made for  certification  of the other major U.S.
and Canadian plants.


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<PAGE>



         The Virginia and Texas lime plants  compete with three and four primary
lime producers, respectively. Price-sensitive competition is strong within these
areas.

         Capital  Expenditures.  A.  P.  Green  has  implemented  a  program  of
maintaining and modernizing its facilities to improve its competitive  position.
In the three years ended December 31, 1996, A. P. Green  invested  approximately
$29.5 million for such purposes. Of those expenditures, 73% ($21.4 million) were
for refractories  operations and information systems and 27% ($8.1 million) were
for  improvements in lime  production and  environmental  controls.  A. P. Green
believes  that  these  expenditures  have  provided  it  with  significant  cost
reductions in certain segments of its business.

         Research and Development.  Product and process  development  activities
are  principally  located  at  Mexico,  Missouri,  in a well  equipped  facility
occupying  43,924 square feet. The major objective of the refractory  technology
department  is to maintain  A. P. Green at the  technological  forefront  of the
refractories  industry with applied research and development of new and improved
refractory products and high-temperature insulators. Product development related
to LTI is also conducted by Lanxide and certain of their  affiliated  companies,
as directed and funded by LTI.

         The refractory  technology  department  also is responsible for quality
systems implementation,  analytical services, applications engineering,  product
installation technical support and technical liaison with foreign operations.  A
pilot  plant  allows  testing  during  the  transition  of new  products  to the
commercial stage.

         Research and development  expenditures  amounted to approximately  $3.9
million, $2.9 million and $2.5 million during 1996, 1995 and 1994, respectively.
Research and development expenditures in 1996 included costs associated with LTI
product development.

         Significant  Customers.  A. P. Green is not  dependent  upon any single
customer or group of customers on a regular basis,  the loss of which would have
a materially  adverse effect on A. P. Green. No customer accounted for more than
five percent of A. P.  Green's  consolidated  annual net sales in 1996,  1995 or
1994.

         Employees. The average number of persons employed by A. P. Green during
1996, 1995 and 1994 was 1,759, 1,966 and 1,656, respectively.  Approximately 900
employees are members of collective  bargaining units. The represented unions in
the U.S.  and Canada are:  the Aluminum  Brick and Glass  Workers  International
Union, the International Brotherhood of Teamsters, Chauffeurs,  Warehousemen and
Helpers of America,  Laborers International,  Brick Layers and Allied Craftsmen,
and the United Steel Workers of America.  The  represented  unions in the United
Kingdom are: the Transport and General Workers' Union, the Amalgamated  Union of
Engineering  Workers  and the  Union of  Construction  and  Allied  Trades.  The
represented union in Monterrey,  Mexico is the Federation Nacional de Sindicatos
Independientes.  Five-year  collective  bargaining  agreements were successfully
negotiated  in 1993 with the unions  represented  at the  Mexico,  Missouri  and
Fulton,  Missouri plants,  in 1994 with the unions  represented at the Bessemer,
Alabama and Little Rock, Arkansas plants and in 1995 with the unions represented
at the Sulphur Springs, Texas, Gary, Indiana and Smithville, Ontario plants. New
collective  bargaining  agreements were negotiated  during 1996 at the Oak Hill,
Ohio, Lehi, Utah,  Rockdale,  Illinois,  Gary, Indiana and Sproul,  Pennsylvania
plants. A. P. Green considers its relations with its employees to be good.

         Environmental Matters. Laws and regulations currently in force which do
or may affect A. P. Green's domestic  operations include the Federal Clean Water
Act, the Reauthorized Clean Air Act of 1990, the National  Environmental  Policy
Act of 1969, the Solid Waste Disposal Act (including the Resource

                                      - 8 -

<PAGE>



Conservation  and  Recovery  Act  of  1976),  the  Comprehensive   Environmental
Response, Compensation and Liability Act (including the Superfund Amendments and
Reauthorization Act of 1986), the Federal Surface Mining Control and Reclamation
Act,  the Toxic  Substances  Control  Act,  regulations  under these  Acts,  the
environmental protection regulations of various governmental agencies (e.g., the
Bureau  of  Land  Management  Surface  Management  Regulations,  Forest  Service
Regulations,  Environment  Canada  Regulations and Department of  Transportation
Regulations)  and  laws  and  regulations   concerned  with  mining  techniques,
reclamation of mined lands, air and water pollution and solid waste disposal.

         In Europe,  environmental laws and regulations currently in force which
do or may affect the  Company's  United  Kingdom  subsidiary  include the Rivers
(Prevention of Pollution - Scotland) Act of 1951, the Clean Air Act of 1968, the
Control of  Pollution  Act of 1974  (amended in 1989),  the Health and Safety at
Work Act of 1974, the EC Waste Framework Directive of 1975, the Waste Regulation
and Disposal (Authorities) Order of 1985, the Control of Substances Hazardous to
Health Regulations of 1988, the Water Act of 1989, the Environmental  Protection
Act of 1990, local authority air pollution control, German packaging regulations
and the Belgium eco-tax on waste disposal of packaging products.

         Environmental  laws and regulations  currently in force in Mexico which
do or may affect the Company's Mexican  subsidiary  include Control of Hazardous
Substances and Registry, Health and Safety Meeting Registration and Land Surface
Management Regulations.

         From time to time,  the  Company  experiences  on-site  inspections  by
environmental  regulatory  authorities  who  may  impose  penalties  or  require
remedial actions. A. P. Green believes that it has substantially  complied with,
and it  intends  in the  future  to so  comply  with,  all laws and  regulations
(including   foreign)  governing   pollution  control  and  other  environmental
conditions in all material  respects.  Such  compliance  has not had, and is not
expected  to have,  a material  adverse  effect upon A. P.  Green's  earnings or
competitive position.  Information regarding  environmental and asbestos-related
legal  proceedings  is set forth in Note 18 of Notes to  Consolidated  Financial
Statements   which  are  included  in  A.  P.  Green's  1996  Annual  Report  to
Stockholders and incorporated  herein by reference.  Capital  expenditures  have
been made over the last  several  years and are planned in 1997 to install  dust
and  emissions  control  equipment to improve the impact on the  environment  of
refractory and lime manufacturing operations.

         Patents,  Trademarks,  and Licenses.  All major product brand names, as
well as the "A. P. Green" name, are registered in the United States and numerous
other countries. A. P. Green currently holds 19 U.S. patents, and had two patent
applications  outstanding  at December 31, 1996. The expiration of these patents
will not  have a  significant  financial  impact  on A. P.  Green.  A. P.  Green
licenses its refractory  technology  and  formulations  to refractory  producers
around the world.  Currently,  there are ten license  agreements  with  foreign,
unaffiliated  companies,  three  of  which  cover A. P.  Green's  full  range of
refractory products and seven of which are for limited product lines.

(d) Financial Information About Foreign and Domestic Operations and Export Sales
    ----------------------------------------------------------------------------

         Financial  information  regarding geographic segments of A. P. Green is
set  forth in Note 19 of Notes to  Consolidated  Financial  Statements  which is
included in A. P. Green's 1996 Annual Report to  Stockholders  and  incorporated
herein by reference.


                                      - 9 -

<PAGE>



ITEM 2.  PROPERTIES

General
-------

         A. P. Green's principal properties are owned, except as noted, and none
of the owned  properties are subject to  encumbrances,  except for buildings and
equipment  at  the  Bessemer,  Alabama  plant  and  land  and  buildings  at the
Ellisville,  Mississippi plant used to secure the industrial development revenue
bond  indebtedness at those plants.  The buildings are adequate and suitable for
the purposes for which they are used,  have been well  maintained,  are in sound
operating condition and are in regular use.

Headquarters
------------

         The  headquarters of A. P. Green,  which consists of 62,800 square feet
of floor space, is located in Mexico, Missouri.

Refractory Manufacturing Facilities
-----------------------------------

         The  following  table  describes  the  U.S.  refractory   manufacturing
facilities  operated  by A. P.  Green.  Facilities  are owned  unless  otherwise
indicated. Plants in Hitchins, Kentucky, Troup, Texas and Warren, Ohio, obtained
in the General acquisition,  are excluded as they are no longer in operation and
are currently held for sale.

Location and Nature            Approximate Square       Products
of Property                    Feet of Floor Space    Manufactured
-------------------            -------------------    ------------

Bessemer, Alabama                    150,300          High Alumina and
  Manufacturing buildings,                            Fireclay Brick
  rail and office

Ellisville, Mississippi               20,000          Board and Special Shape
  Manufacturing and office                            Refractory Fiber Products
  building

Fulton, Missouri                     240,200          High Alumina Brick,
  Manufacturing buildings,                            including Tar Impregnated
  rail and office                                     and Coked Brick

Gary, Indiana                         98,500          Cast Shapes & Castables
  Manufacturing buildings
  and office

Lehi, Utah                           120,000          High Alumina, Silica and
 Manufacturing buildings,                             Basic Brick; Castables
  rail and office


                                     - 10 -

<PAGE>



Location and Nature            Approximate Square       Products
of Property                    Feet of Floor Space    Manufactured
-------------------            -------------------    ------------

Little Rock, Arkansas                 37,800          Calcined Refractory Clay,
  Clay storage building,                              Refractory Clay
  rotary calcining kiln,
  rail and office

Mexico, Missouri                   1,142,700          Fireclay, High Alumina and
  Manufacturing buildings,                            Insulating Brick; Zirconia
  rail and office                                     Brick; Mortars, Plastics,
                                                      Castables and Light Weight
                                                      Aggregate

Middletown, Pennsylvania             119,000          Cast Shapes
  Manufacturing buildings
  and office

Minerva, Ohio                          9,500          Light Weight Aggregate
  Leased manufacturing                                and Castables
  building and office

Oak Hill, Ohio                       111,100          Mortars, Plastics
  Manufacturing buildings,                            and Castables
  rail and office

Pryor, Oklahoma                       65,800          Industrial Ceramic
  Manufacturing buildings,                            Fiber Insulation
  rail and office

Rockdale, Illinois                    78,000          Basic Brick
  Manufacturing buildings,
  rail and office

Sproul, Pennsylvania                 102,100          Mortars, Plastics and
  Manufacturing buildings,                            Castables
  rail and office

Sulphur Springs, Texas               193,100          Fireclay and High
  Manufacturing buildings,                            Alumina Brick;
  rail and office                                     Mortars, Plastics
                                                      and Castables

Thomasville, Georgia                  24,000          Cast Shapes
  Leased manufacturing
  buildings and office


                                     - 11 -

<PAGE>



Mineral Properties
------------------

         Most of the refractory  plants listed above utilize clay and/or silica,
which A. P. Green mines or quarries from deposits  leased or owned, or purchases
from various  sources.  Clay and silica  deposits  include  properties  known to
contain commercially recoverable quantities based on core and/or auger drilling,
laboratory testing,  surveying and mapping. Such properties are held outright in
fee simple;  under mineral deeds which convey title to all clay or minerals with
full rights of ingress,  egress and mining;  and under lease.  The clay reserves
are located in Alabama, Arkansas,  Georgia, Idaho, Missouri, Ohio and Texas, and
a silica mine is located in Utah.

Distribution Centers/Sales Offices
----------------------------------

         A. P. Green  operates  distribution  centers and  maintains  refractory
stocks and sales  offices as indicated in the listing  below.  All  distribution
centers are on ground level and range up to  approximately  22,000  square feet.
With the exception of Chicago,  Illinois,  Baton Rouge, Louisiana and St. Louis,
Missouri, which are owned, the distribution  centers/sales office facilities are
leased under initial lease terms of one to 20 years.

Distribution Center/Sales Office Locations:

Atlanta, Georgia                                Kearny, New Jersey
Austin, Texas                                   Knoxville, Tennessee
Baltimore, Maryland                             Lehi, Utah
Baton Rouge, Louisiana                          Los Angeles, California
Birmingham, Alabama                             Orange, Connecticut
Boston, Massachusetts                           Philadelphia, Pennsylvania
Buffalo, New York                               Pittsburgh, Pennsylvania
Charlotte, North Carolina                       Portland, Oregon
Chicago, Illinois                               Roanoke, Virginia
Cincinnati, Ohio                                Rockford, Illinois
Cleveland, Ohio                                 St. Louis, Missouri
Dallas, Texas                                   Salt Lake City, Utah
Davenport, Iowa                                 San Francisco, California
Detroit, Michigan                               Seattle, Washington
Evansville, Indiana                             Spokane, Washington
Houston, Texas                                  Tampa, Florida
Kansas City, Missouri

Lime Operations
---------------

         APG Lime operates  three  industrial  lime  manufacturing  plants.  The
facility at  Kimballton,  Virginia  consists of an  underground  mine,  rail and
various  plant  buildings,  totaling  approximately  83,700 square feet of floor
space,   situated  on  approximately  680  owned  acres.  This  plant  primarily
manufactures  industrial lime products and a small amount of soil  stabilization
lime.  APG Lime owns  one-half  of the  mineral  rights  under  national  forest
property  adjacent to the  Kimballton  plant by royalty lease from the Bureau of
Land Management.  Such lease was renewed for an additional 20-year term in 1988.
The royalty is 2.5 percent of the nominal value of limestone mined.


                                     - 12 -

<PAGE>



         The facility at Ripplemead,  Virginia  consists of a surface mine, rail
and various plant buildings, totalling approximately 75,000 square feet of floor
space, situated on approximately 1,700 acres. This plant primarily  manufactures
industrial  lime.  In addition,  a supply of finished  goods is  maintained at a
leased warehouse facility near St. Matthews, South Carolina.

         The New Braunfels,  Texas facility consists of a surface mine, rail and
various  plant  buildings,  totaling  approximately  81,000 square feet of floor
space,  situated on  approximately  1,010 owned acres.  This plant  manufactures
industrial lime products, soil stabilization lime and lime-based mortars.

Canadian Subsidiary
-------------------

         A. P. Green Refractories (Canada) Ltd., a wholly owned subsidiary of A.
P. Green,  owns 17,100 square feet of manufacturing  space at Acton,  Ontario to
produce crucibles used by the precious metal assaying industry and vacuum formed
fiber products.  1086215 Ontario, Inc., a wholly owned subsidiary of A. P. Green
Refractories  (Canada) Ltd.,  owns a 170,000 square foot building in Smithville,
Ontario used for manufacturing and storage of basic brick,  refractory  mortars,
cements, plastics and castables. In addition, raw materials,  which are imported
principally from A. P. Green's U. S. facilities,  are stored there. Distribution
centers and/or sales offices are maintained at the following  locations:  Delta,
British Columbia,  Edmonton,  Alberta, Montreal, Quebec, Ottawa, Ontario, Quebec
City, Quebec,  Toronto,  Ontario, and Winnipeg,  Manitoba. All of the facilities
are leased under initial lease terms of one to five years.

United Kingdom Subsidiaries
---------------------------

         A. P. Green  Refractories  Limited,  a wholly owned subsidiary of A. P.
Green  Industries,  Inc., leases and operates its headquarters and manufacturing
facility in Bromborough, Wirral, England. A full range of specialties, including
mortars,  plastics and dense and light weight  castables are  manufactured  in a
76,600 square foot  building at this  location.  Distribution  centers and sales
offices are maintained in Bromborough, Sheffield and London in England and Risca
in  Wales  to  ensure  complete  customer  coverage  in the  U.K.  All of  these
facilities  are  leased  under  initial  lease  terms  of  one to  nine  hundred
ninety-nine years.

         Liptak  Bradley  Limited,  a wholly  owned  subsidiary  of A. P.  Green
Refractories  Limited,  operates  out  of  the  same  premises  in  Bromborough,
providing  a  refractory  installation  service  using  exclusively  A. P. Green
products.

Mexican Subsidiary
------------------

         A. P. Green de Mexico SA de CV, a 51% owned  subsidiary  of A. P. Green
Refractories Inc., owns and operates a manufacturing facility located in Salinas
Victoria near Monterrey,  Mexico. Cast shapes,  castables,  mortars and plastics
are manufactured in a 53,800 square foot facility at this location.

Indonesian Subsidiary
---------------------

         PT  AP  Green  Indonesia,  a  subsidiary  owned  80%  by  A.  P.  Green
Industries, Inc. and 20% by A. P. Green Refractories,  Inc., owns and operates a
43,400 square foot  castables  manufacturing  facility  situated on 5.4 acres in
Cilegon, West Java, Indonesia.



                                     - 13 -

<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

         Information  regarding  legal  proceedings  is set  forth in Note 18 of
Notes to Consolidated  Financial  Statements  which is included in A. P. Green's
1996 Annual Report to Stockholders and incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

         The  information  set forth below the  caption  "Common  Stock,  Market
Prices  and  Dividends"  on page 32 of A.  P.  Green's  1996  Annual  Report  to
Stockholders is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL INFORMATION

         The  information  set forth  below the caption  "Comparative  Five-Year
Summary" on page 32 of A. P.  Green's  1996  Annual  Report to  Stockholders  is
incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

         The  information set forth below the caption  "Management's  Discussion
and  Analysis of Results of  Operations  and  Financial  Condition"  on pages 10
through 14 of A. P. Green's 1996 Annual Report to  Stockholders  is incorporated
herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated financial statements of A. P. Green as of December 31,
1996 and 1995 and for each of the years in the three-year  period ended December
31, 1996, and notes thereto (including the quarterly supplementary data) and the
Independent Auditors' Report appear on pages 15 through 31 of A. P. Green's 1996
Annual Report to  Stockholders  and are  incorporated  herein by reference.  The
Independent  Auditors' Report for the financial  statement  schedule for each of
the years in the  three-year  period ended  December 31, 1996, and the financial
statement schedule required by Regulation S-X appear on pages F-1 through F-2 of
this Annual Report on Form 10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

         Not applicable.



                                     - 14 -

<PAGE>



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information regarding directors is contained in A. P. Green's Proxy
Statement for the 1997 Annual Meeting of Stockholders  under the caption "Item 1
- Election of Directors" and is incorporated herein by reference.

         The  following  is a list as of March 25, 1997 of the names and ages of
the  executive  officers of A. P. Green and all positions and offices with A. P.
Green  presently  held by the  person  named.  There is no  family  relationship
between any of the named persons.

Name                  Age    All Positions Held With A. P. Green
----                  ---    -----------------------------------

Paul F. Hummer II     55     Chairman of the Board,
                             President and Chief Executive Officer

Jurgen H. Abels       52     Vice President, International

Max C. Aiken          59     Executive Vice President

David G. Binder       60     Vice President and Controller

Ronald L. Bramblett   59     Vice President, Human Resources

Michael B. Cooney     56     Senior Vice President, Law/Administration 
                             and Secretary

Frank J. Cordie       44     Vice President, Refractory Manufacturing

Daniel Y. Hagan       57     Vice President, Refractory Sales

Orville Hunter, Jr.   58     Vice President, Refractory Technology

John L. Kelsey        46     Vice President, Refractory Marketing

Gary L. Roberts       50     Vice President, Chief Financial Officer
                             and Treasurer

         The executive officers were appointed by, and serve at the pleasure of,
the Board of  Directors of A. P. Green.  Except for Mr.  Cordie,  all  executive
officers have held the position  listed or another  position with A. P. Green or
an entity  affiliated  with A. P. Green for at least five years.  Mr. Cordie was
Regional  Director,  Refractory  Production  of A. P. Green from October 1995 to
February  1996 and Vice  President  of  Production  at  Jenkins  Brick Co.  from
February 1991 to September 1995.






                                     - 15 -

<PAGE>



ITEM 11.  EXECUTIVE COMPENSATION

         Information  regarding  executive  compensation  is  contained in A. P.
Green's Proxy  Statement for the 1997 Annual Meeting of  Stockholders  under the
caption  "Compensation  of Executive  Officers"  and is  incorporated  herein by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information  regarding  security ownership of certain beneficial owners
and management is contained in A. P. Green's Proxy Statement for the 1997 Annual
Meeting of Stockholders  under the captions "Voting Securities and the Principal
Holders  Thereof" and "Security  Ownership by  Management"  and is  incorporated
herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a)      1.       Consolidated Financial Statements
                  ---------------------------------

         The  following  Consolidated  Financial  Statements  of A. P. Green are
contained in A. P. Green's 1996 Annual Report to  Stockholders  on the following
pages thereof:
                                                                  Annual Report
                                                                  Page Reference
                                                                  --------------
         Consolidated Statements of Earnings - Years Ended
                  December 31, 1996, 1995 and 1994                      15

         Consolidated Statements of Financial Position -
                  December 31, 1996 and 1995                            16

         Consolidated Statements of Stockholders' Equity -
                  Years Ended December 31, 1996, 1995 and 1994          17

         Consolidated Statements of Cash Flows - Years Ended
                  December 31, 1996, 1995 and 1994                      18

         Notes to Consolidated Financial Statements -
                  December 31, 1996, 1995 and 1994                     19-31

         Independent Auditors' Report as of December 31, 1996
                  and 1995 and for each of the years in the
                  three-year period ended December 31, 1996             31




                                     - 16 -

<PAGE>



         2.       Financial Statement Schedule
                  ----------------------------

         The  following  financial  statement  schedule  of A. P.  Green and the
accompanying  Independent  Auditors' Report are set forth on the following pages
of this Annual Report on Form 10-K:

                                                                   Form 10-K
                                                                 Page Reference
                                                                 --------------

         Independent Auditors' Report on the consolidated 
           financial statement schedule for each of the years
           in the three-year period
           ended December 31, 1996.                                   F-1

         Schedule II          Valuation and Qualifying Accounts       F-2

         Some schedules have been omitted because they are not  applicable,  are
not  required  or the  information  is included  in the  consolidated  financial
statements or notes thereto.

         3.       Exhibits
                  --------

         Exhibit No.
         -----------

         3(a)      Restated  Certificate  of  Incorporation  of A. P.  Green  is
                   incorporated  herein by  reference  to Exhibit  3(a) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1987.

         3(b)      By-Laws of A. P. Green,  as amended on November 16, 1995,  is
                   incorporated  herein by  reference  to Exhibit  3(b) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1995.

         4(a)      Specimen   Common  Stock   Certificate  of  A.  P.  Green  is
                   incorporated  herein  by  reference  to  Exhibit  4.1  of the
                   Registration Statement on Form 10, dated February 3, 1988.

         4(b)      Rights Agreement,  dated as of December 22, 1987,  between A.
                   P. Green and Harris Trust and Savings  Bank, as Rights Agent,
                   is  incorporated  herein by  reference  to Exhibit 4.2 of the
                   Registration Statement on Form 10, dated February 3, 1988.

         4(c)      Note Purchase Agreement,  dated July 28, 1994, by and between
                   A.  P.  Green  and  certain  of  its   subsidiaries  and  the
                   purchasers of the unsecured notes, is incorporated  herein by
                   reference to Exhibit 10.1 of A. P. Green's  Current Report on
                   Form 8-K dated August 12, 1994.

         10(a)     A. P. Green Refractories Co. Supplemental  Retirement Plan is
                   incorporated  herein by  reference  to  Exhibit  10.10 of the
                   Registration Statement on Form 10, dated February 3, 1988.


                                     - 17 -

<PAGE>



         10(b)     1987   Long-Term   Performance   Plan  of  A.  P.   Green  is
                   incorporated  herein by reference  to Exhibit  10(l) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1987.

         10(c)     1989   Long-Term   Performance   Plan  of  A.  P.   Green  is
                   incorporated  herein by reference  to Exhibit  10(m) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1988.

         10(d)     Form of A. P. Green Management Incentive Compensation Plan is
                   incorporated  herein by reference  to Exhibit  10(d) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1995.

         10(e)     Form of  Indemnification  Agreement  between  A. P. Green and
                   each of its Directors and Officers is incorporated  herein by
                   reference to Exhibit 10(m) of A. P. Green's  Annual Report on
                   Form 10-K for the year ended December 31, 1987.

         10(f)     Termination  Compensation  Agreement,  dated  March 1,  1988,
                   between  A. P. Green and Paul F.  Hummer II, is  incorporated
                   herein by reference to Exhibit 10(o) of A. P. Green's  Annual
                   Report on Form 10-K for the year ended December 31, 1987.

         10(g)     Termination Compensation Agreement,  dated November 16, 1988,
                   between A. P. Green and Michael B.  Cooney,  is  incorporated
                   herein by reference to Exhibit 10(r) of A. P. Green's  Annual
                   Report on Form 10-K for the year ended December 31, 1988.

         10(h)     Form of Addendum No. 1 of Termination Compensation Agreement,
                   dated  October 19, 1989,  by and between A. P. Green and Paul
                   F. Hummer II or Michael B. Cooney, is incorporated  herein by
                   reference to Exhibit 10(w) of A. P. Green's  Annual Report on
                   Form 10-K for the year ended December 31, 1989.

         10(i)     Form of Termination Compensation Agreement, dated October 19,
                   1989,  between  A. P.  Green  and Gary L.  Roberts  or Max C.
                   Aiken, is  incorporated  herein by reference to Exhibit 10(x)
                   of A. P.  Green's  Annual  Report  on Form  10-K for the year
                   ended December 31, 1989.

         10(j)     1993 Performance  Plan of A. P. Green is incorporated  herein
                   by reference to Exhibit 10(j) of A. P. Green's  Annual Report
                   on Form 10-K for the year ended December 31, 1993.

         10(k)     Retirement  Plan for  Directors,  dated February 16, 1995, is
                   incorporated  herein by reference  to Exhibit  10(l) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1994.

         10(l)     A. P. Green Industries,  Inc. Supplemental  Retirement Income
                   Plan,  executed October 12, 1994,  effective January 1, 1995,
                   is incorporated herein by reference to Exhibit 10(m) of A. P.
                   Green's  Annual  Report  on  Form  10-K  for the  year  ended
                   December 31, 1994.

                                     - 18 -

<PAGE>



         10(m)     1996   Long-Term   Performance   Plan  of  A.  P.   Green  is
                   incorporated  herein  by  reference  to  Appendix  A of A. P.
                   Green's  Proxy  Statement  for the  1996  Annual  Meeting  of
                   Stockholders.

         10(n)     Asset  Acquisition  Agreement  dated December 27, 1996 by and
                   among APG Lime  Corp.,  Eastern  Ridge Lime L.P.  and Eastern
                   Ridge  Lime,  Inc. is  incorporated  herein by  reference  to
                   Exhibit 2.1 of A. P. Green's Current Report on Form 8-K dated
                   January 13, 1997.

         13        A. P. Green's 1996 Annual Report to Stockholders.

         21        Subsidiaries of A. P. Green

         23        Consent of KPMG Peat Marwick LLP

         27        Financial Data Schedule as of December 31, 1996.

(b)      Reports on Form 8-K.

         No reports on form 8-K were filed during the quarter ended December 31,
         1996.

(c)      See Item 14(a) above.

(d)      See Item 14(a)(2) above.


                                     - 19 -

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                            A. P. GREEN INDUSTRIES, INC.
                                            ----------------------------
                                                       Registrant


Dated:  March 25, 1997                      By:/s/Michael B. Cooney
                                               ---------------------------------
                                               Michael B. Cooney, Senior Vice
                                               President, Law/Administration and
                                               Secretary

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature                            Title                          Date
---------                            -----                          ----

/s/Paul F. Hummer           Chairman of the Board,             March 25, 1997
--------------------        President, Chief Executive
Paul F. Hummer              Officer and Director
                            (Principal Executive Officer)

/s/Gary L. Roberts          Vice President, Chief Financial    March 25, 1997
--------------------        Officer and Treasurer
Gary L. Roberts             (Principal Financial and
                            Accounting Officer)


/s/Donald E. Lasater        Director                           March 25, 1997
--------------------
Donald E. Lasater


/s/P. J. O'Bryan            Director                           March 25, 1997
--------------------
P. J. O'Bryan



/s/Daniel R. Toll           Director                           March 25, 1997
--------------------
Daniel R. Toll



/s/William F. Morrison      Director                           March 25, 1997
----------------------
William F. Morrison



                                     - 20 -

<PAGE>




                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
A. P. Green Industries, Inc.:




Under date of February 10, 1997, we reported on the  consolidated  statements of
financial  position  of A. P. Green  Industries,  Inc.  and  subsidiaries  as of
December 31, 1996 and 1995, and the related consolidated statements of earnings,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period  ended  December 31,  1996,  as  contained  in the 1996 Annual  Report to
Stockholders. These consolidated financial statements and our report thereon are
incorporated  by reference in the annual  report on Form 10-K for the year 1996.
As  discussed  in note 5 of  notes to  consolidated  financial  statements,  the
Company changed its method of accounting for postemployment benefits in 1994. In
connection  with  our  audits  of  the  aforementioned   consolidated  financial
statements,  we  also  audited  the  related  consolidated  financial  statement
schedule as listed in the accompanying  index. This financial statement schedule
is the  responsibility  of the Company's  management.  Our  responsibility is to
express an opinion on this financial statement schedule based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.


/s/   KPMG PEAT MARWICK LLP




St. Louis, Missouri
February 10, 1997

























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<PAGE>


                                   SCHEDULE II




                          A. P. GREEN INDUSTRIES, INC.
                            SUPPLEMENTAL INFORMATION
                        VALUATION AND QUALIFYING ACCOUNTS



An analysis of doubtful accounts for 1994, 1995 and 1996 is as follows:


                                                                Doubtful
                                                                Accounts
                                                                --------

                                                         (Dollars In Thousands)

Balance, December 31, 1993                                       $1,198
Additions in 1994 -
  Current Year Provision                                            373
  Acquisition of General Refractories                             1,088
Less - Receivables written off, net                                (667)
                                                                 ------


Balance December 31, 1994                                         1,992
Additions in 1995-
  Current year provision                                            120
  Acquisitions                                                      247
Less - Receivables written off, net                                (429)
                                                                 ------


Balance, December 31, 1995                                        1,930
Additions in 1996 -
   Current year provision                                           740
Less - Receivables written off, net                                (969)
                                                                 ------
Balance, December 31, 1996                                       $1,701
                                                                 ======
















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