Exhibit 10(p)
                                                                   to Form 10-K



                                [COMPANY LETTERHEAD]


March 2, 1998




--------------------
A.P. Green Industries, Inc.
Green Boulevard
Mexico, Missouri 65265


Dear _______:


         This letter will confirm our  agreement  with respect to the  severance
benefits  to which you are  entitled  in the event that a Change In Control  (as
defined  below) of A.P.  Green  Industries,  Inc. (the  "Company")  occurs on or
before June 1, 1998 and your  employment by the Company and/or its  successor(s)
is thereafter  terminated,  as described further below. This letter contains the
entire  agreement  between us in respect of the severance  benefits to which you
are  entitled in the event that a Change In Control  occurs on or before June 1,
1998 and supersedes all prior oral or written  understandings,  arrangements and
agreements  between us in connection with respect to such matters,  specifically
including the Company's Permanent Lay-Off Guidelines, dated April 1, 1997.

         In the event a Change In Control  occurs on or before  June 1, 1998 and
your  employment is terminated  within one (1) year of the date that such Change
In Control  occurs,  you will be entitled  to your full base salary  through the
date of termination at the rate in effect at the time you receive notice of such
termination,  plus a cash  payment  for any  vacation  earned but not taken.  In
addition, unless your termination is due to your death, "Disability" (as defined
below) or retirement, or is by the Company for "Cause" (as defined below), or is
a result of your voluntary  resignation for other than "Good Reason" (as defined
below),  in lieu of any further  salary  payments for periods  subsequent to the
date of termination,  the Company shall pay to you as severance pay on or before
the fifth  (5th) day  following  the date of  termination  (i) a lump sum amount
equal to the sum of: (a) an amount  equal to  ________  (__)  time(s)  your then
________ [annual base salary/weekly  base salary,  computed at 1/52 of your then
annual  salary],  and (b) in the event that your employment is terminated by the
Company  with less  than two (2) weeks  notice,  an amount  equal to _____  (__)
time(s) your then _______  [weekly/annual] base salary,  subject to withholdings
for any required tax or other deductions,  and (ii) for a period of _______ (__)
[year/month(s)]  following  the date of  termination,  you will be  entitled  to
continue to participate in the Company's  health  insurance and medical plans on
the same basis as you participated in such plans prior to the Change In Control,
including  with  respect  to the  relative  percentage  of the cost of  coverage
payable by employees of the Company.

         For  purposes  of this  letter,  the  following  terms  will  have  the
following meanings:

         "Change In  Control"  shall  mean:  (i) a change in control of a nature
that would be required  to be reported in response to Item 6(e) of Schedule  14A
of Regulation  14A  promulgated  under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"); provided,  however, that a Change In Control shall
be deemed to have occurred if (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange  Act) is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities  of the  Company  representing  twenty  percent  (20%) or more of the
combined voting power of the Company's then outstanding  securities or (b) on or
before June 1, 1998,  individuals who at the beginning of such period constitute
the Board of  Directors  of the Company  cease for any reason to  constitute  at
least a majority thereof; (ii) a consummation of (a) any consolidation or merger
of the  Company  in  which  the  Company  is not  the  continuing  or  surviving
corporation pursuant to which shares of the common stock of the Company would be
converted  into  cash,  securities  or other  property  or (b) any sale,  lease,
exchange  or  other  transfer  (in  one  transaction  or  a  series  of  related
transactions) of all or substantially all of the assets of the Company; or (iii)
approval by the  stockholders  of the  Company of any plan or  proposal  for the
liquidation or dissolution of the Company.

         "Disability"  shall mean that you are unable to  perform  the  services
required of you hereunder on a full-time  basis for a period of 180 days or more
by reason  of a  physical  and/or  mental  condition  certified  by a  physician
selected  by  the  Company  and  reasonably  acceptable  to you  or  your  legal
representative.

         "Cause"  shall mean  termination  upon (i) the  willful  and  continued
failure by you to substantially perform your duties (other than any such failure
resulting from  incapacity due to physical or mental illness) after a demand for
substantial performance has been delivered by the Chief Executive Officer of the
Company or his duly appointed representative,  which specifically identifies the
manner in which it is believed that you have not  substantially  performed  your
duties,  or (ii) the willful  engaging by you in misconduct  which is materially
injurious to the Company.

         "Good Reason" shall mean resignation  subsequent to a Change In Control
of the Company based upon: (i) a reduction by the Company in your base salary as
in effect on the date hereof or as the same may be increased  from time to time;
(ii) a failure  by the  Company  to  continue  any bonus  plans in which you are
presently  entitled to participate as the same may be modified from time to time
but  substantially  the same in form and  substance  as currently in effect or a
failure by the Company to continue your  participation  in any bonus plans on at
least the same basis as you presently  participate  in accordance  with any such
bonus  plans;  (iii)  the  Company's  failure  to pay your  moving  expenses  in
connection with the Company's request that you relocate; (iv) the failure by the
Company to continue in effect any benefit or compensation  plan, stock ownership
plan,  stock purchase plan,  stock option plan, life insurance plan,  health and
accident plan or disability plan in which you were  participating at the time of
the  Change  In  Control  (or plans  providing  you with  substantially  similar
benefits),  the taking of any action by the Company which would adversely affect
your  participation  in or deprive you of any material fringe benefit enjoyed by
you at the time of such  Change In  Control,  or the  failure by the  Company to
provide  you with the  number  of paid  vacation  days to  which  you were  then
entitled in accordance  with the Company's  normal  vacation policy in effect on
the date hereof.

         If the foregoing  correctly sets forth the  understandings  between you
and the  Company  with  respect to any  severance  benefits  to which you may be
entitled upon a Change In Control of the Company  prior to June 2, 1998,  please
evidence  such by executing  the enclosed  duplicate  copy of this letter in the
place provided and return the same to me.


                                     Sincerely,



                                     A.P. GREEN INDUSTRIES, INC.



                                     By:___________________________________
                                         Paul F. Hummer II
                                         President and Chief Executive Officer



AGREED TO AND ACCEPTED: