<PAGE> 1


                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549
                                  FORM 10-K
                         COMMISSION FILE NUMBER 0-255

(X)   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                For the fiscal year ended December 31, 1997.
                                          ------------------
                                      OR

(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from--------------------to-------------------.

                           GRAYBAR ELECTRIC COMPANY, INC.
------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                 NEW YORK                            13-0794380
------------------------------------------------------------------------------
     (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

      34 North Meramec Avenue, St. Louis, Missouri             63105
------------------------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)

      Post Office Box 7231, St. Louis, Missouri                63177
------------------------------------------------------------------------------
               (Mailing Address)                             (Zip Code)

      Registrant's telephone number, including area code:    (314) 512-9200
                                                         ---------------------

      Securities registered pursuant to Section 12(b) of the Act:    None
                                                                 -------------

      Securities registered pursuant to Section 12(g) of the Act:

          Preferred Stock - Par Value $20

          Common Stock    - Par Value $1 Per Share with a Stated Value of $20

          Voting Trust Certificates relating to such Shares of Common Stock
          of the Registrant

          Common Stock outstanding at March 27, 1998  -  5,118,326 Shares

      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, 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 (Paragraph 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.
(X)

      The aggregate stated value of the Common Stock outstanding and, with
respect to rights of disposition, beneficially owned by nonaffiliates (as
defined in Rule 405 under the Securities Act of 1933) of the registrant on
March 27, 1998, was approximately $102,366,520.  Pursuant to a Voting Trust
Agreement, dated as of April 1, 1997, approximately 94% of the outstanding
shares of Common Stock are held of record by five Voting Trustees who are
each directors of the registrant and who collectively exercise all voting
rights with respect to such shares.  The registrant is 100% owned by its
active and retired employees, and there is no public trading market for the
registrant's Common Stock.  The registrant has the option to repurchase, at
the price at which it was issued, each outstanding share of Common Stock in
the event of the owner's death, termination of employment other than by
retirement, or desire to dispose of such shares.  Historically all shares of
Common Stock have been issued for $20 per share, and the registrant has
always exercised its repurchase option and expects to continue to do so.

      The documents listed below have been incorporated by reference into the
indicated Part of this Annual Report on Form 10-K:

      (1)  Annual Report to Shareholders Part II,  Items 5-8 for the fiscal
           year ended December 31, 1997.

      (2)  Information Statement relating Part III,  Items 10-13 to the 1998
           Annual Meeting of Shareholders.


<PAGE> 2

                                  PART I
                                  ------

Item 1.        Business
-------        --------

      Graybar Electric Company, Inc. (the "Company") is engaged
internationally in the distribution of electrical and communications
equipment and supplies primarily to contractors, industrial plants, telephone
companies, power utilities, and commercial users.  All products sold by the
Company are purchased by the Company from others.

      The Company was incorporated under the laws of the State of New York on
December 11, 1925 to take over the wholesale supply department of Western
Electric Company, Incorporated.  The location and telephone number of the
principal executive offices of the Company are 34 North Meramec Avenue, St.
Louis, Missouri (314) 512-9200, and the mailing address of the principal
executive offices is P.O. Box 7231, St. Louis, Missouri 63177.

Suppliers
---------

      The Company acts as a distributor of the products of more than 1,000
manufacturers.  The relationship of the Company with a number of its
principal suppliers goes back many years.  It is customarily a nonexclusive
national or regional distributorship terminable upon 30 to 90 days notice by
either party.

      During 1997, the Company purchased a significant portion of its
products from several major suppliers.  The termination by any of these
companies, within a short period of time, of a significant number of their
agreements with the Company might have an immediate material adverse effect
on the business of the Company, but the Company believes that within a
reasonable period of time it could find alternate sources of supply adequate
to alleviate such adverse effect.

                                    2
<PAGE> 3

Products Distributed
--------------------

      The Company distributes more than 100,000 different products and,
therefore, is able to supply its customers with a wide variety of electrical
and communications products.  The products distributed by the Company consist
primarily of wire, conduit, wiring devices, tools, motor controls,
transformers, lamps, lighting fixtures and hardware, power transmission
equipment, telephone station apparatus, key systems, PBXs, data products for
local area networks or wide area networks, fiber optic products, and CATV
products.  These products are sold to customers such as contractors (both
industrial and residential), industrial plants, telephone companies, private
and public utilities, and commercial users.

      On December 31, 1997 and 1996, the Company had orders on hand which
totaled approximately $232,157,000 and $195,002,000, respectively.  The
Company believes that the increase from 1996 to 1997 reflects the
improvements in the market sectors of the economy in which the Company
operates.  The Company expects that approximately 85% of the orders on hand
at December 31, 1997 will be filled within the twelve-month period ending
December 31, 1998.  Historically, orders on hand for the Company's products
have been firm, but customers from time to time request cancellation and the
Company has historically allowed such cancellations.

Marketing
---------

      The Company sells its products through a network of distributing houses
located in 14 geographical districts throughout the United States.  In each
district the Company maintains a main distributing house and a number of
branch distributing houses, each of which carries an inventory of supply
materials and operates as a wholesale distributor for the territory in which
it is located.  The main distributing house in each district carries a
substantially larger inventory than the branch houses so that the branch
houses can call upon the main distributing house for additional items of
inventory.  In addition, the Company maintains two (2) zone warehouses with
special inventories so all locations can call upon them for additional items.
The Company also has subsidiary operations with distribution facilities
located in Puerto Rico, Mexico, Singapore and Canada.

                                    3
<PAGE> 4

      The distribution facilities operated by the Company are shown in the
following table:

<TABLE>
<CAPTION>
 Location of Main       Number of Distributing                                    Number of
Distributing House        Houses in District                                 Distributing Houses
------------------      ----------------------                               -------------------
<S>                                         <C>       <C>                                     <C>
                                                      Graybar International, Inc.
                                                      ---------------------------
Boston, MA                                  10        Puerto Rico                              1
Cincinnati, OH                               8
Dallas, TX                                  30        Graybar Electric (Ontario) Ltd.
Glendale Heights, IL                        16        -------------------------------
Miami, FL                                    3        Canada                                   6
Minneapolis, MN                             18
New York, NY                                15        Graybar Electric Ltd.
Norcross, GA                                19        ---------------------
Phoenix, AZ                                 26        Canada                                  18
Pittsburgh, PA                              12
Richmond, VA                                18        Graybar de Mexico, S.A. de CV.
Seattle, WA                                 22        ------------------------------
St. Louis, MO                               16        Mexico City, Mexico                      1
Tampa, FL                                   23
                                                      Graybar-P&M International PTE, Ltd.
                                                      -----------------------------------
                                                      Singapore                                1

Zone Distributing Houses
------------------------
Bethlehem, PA                                1
Peoria, IL                                   1
</TABLE>

      Where the specialized nature or size of a particular shipment warrants,
the Company has products shipped directly from its suppliers to the place of
use, while in other cases orders are filled from the Company's inventory.  On
a dollar volume basis, over sixty percent of the orders are filled from the
Company's inventory and the remainder are shipped directly from the supplier
to the place of use.  The Company generally finances its inventory from
internally generated funds and from long and short-term borrowings.

                                    4
<PAGE> 5

      The Company distributes its products to more than 200,000 customers,
which fall into five general classes.  The following list shows the estimated
percentage of the Company's total sales for each of the three years ended
December 31, attributable to each of these classes:

<TABLE>
<CAPTION>
                  CLASS OF CUSTOMERS                                            PERCENTAGE OF SALES
                  ------------------                                            -------------------
                                                                    1997              1996              1995
                                                                   ------            ------            ------
 <S>                                                               <C>               <C>               <C>
            Electrical contractors                                  38.3%             39.1%             39.1%
            Industrial plants                                       29.3              29.8              30.6
            Telecommunication companies                             26.1              24.4              22.9
            Private and public power utilities                       4.6               5.0               5.6
            Miscellaneous                                            1.7               1.7               1.8
                                                                   100.0%            100.0%            100.0%
</TABLE>

      At December 31, 1997, the Company employed approximately 2,700 persons
in sales capacities.  Approximately 1,200 of these sales personnel were sales
representatives who work in the field making sales to customers at the work
site.  The remainder of the sales personnel were sales and marketing
managers, and telemarketing, advertising, quotation, counter and clerical
personnel.

Competition
-----------

      The Company believes that it is one of the three largest distributors
of electrical and comm/data products in the United States.  The field is
highly competitive, and the Company estimates that the three largest
distributors account for only a small portion of the total market, with the
balance of the market being accounted for by independent distributors and
manufacturers operating on a local, state-wide or regional basis.

      The Company believes that its competitive position is primarily a
result of its ability to supply its customers through a network of
conveniently located distribution facilities with a broad range of electrical
and telecommunications materials within a short period of time.  Price is
also important, particularly where the Company is asked to submit bids to
contractors in connection with large construction jobs.

                                    5
<PAGE> 6

Employees
---------

      At December 31, 1997, the Company employed approximately 7,200 persons
on a full-time basis.  Approximately 180 of these persons were covered by
union contracts.  The Company has not had a material work stoppage and
considers its relations with its employees to be good.

Item 2.        Properties
-------        ----------

      As of December 31, 1997, the Company operated offices and distribution
facilities in 268 locations.  Of these, 140 were owned by the Company, and
the balance were leased.  The leases are for varying terms, the majority
having a duration of less than five years.

      The Company's distribution facilities consist primarily of warehouse
space.  A small portion of the space in each facility is used for offices.
Distribution facilities vary in size from approximately 5,000 square feet to
141,000 square feet, the average being approximately 28,000 square feet.

      As of December 31, 1997, approximately $37.9 million in debt of the
Company was secured by mortgages on 35 buildings.  Eighteen of these
facilities are subject to a first mortgage securing a 12.25% note, of which
$5.0 million in principal amount remains outstanding.  Seven of these
facilities are subject to a first mortgage securing a 9.23% note, of which
$21.8 million in principal amount remains outstanding.  Eight of these
facilities are subject to first mortgages securing variable rate notes, of
which $2.1 million in principal remains outstanding.  A facility in Houston,
Texas is subject to a first mortgage securing a 7.75% note, of which $2.9
million in principal remains outstanding, and a facility in St. Louis,
Missouri is subject to a first mortgage securing a 7.74% note, of which $6.1
million in principal remains outstanding.

Item 3.        Legal Proceedings
-------        -----------------

      The Company has been named, together with numerous other companies, as
a co-defendant in actions by approximately 400 plaintiffs which have been
filed in various federal and state courts in Arkansas, California, Indiana,
Louisiana, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey,
New York, Ohio, Pennsylvania and West Virginia.  The plaintiffs allege
personal injuries due to exposure to asbestos products and seek substantial
damages.  The majority of the complaints do not identify any products
containing asbestos allegedly sold by the Company.

                                    6
<PAGE> 7

However, since all products sold by the Company have been and are purchased
from suppliers, if a plaintiff were to successfully establish an
asbestos-related injury claim with respect to a product sold by the Company,
the Company believes it would normally have a claim against its supplier.
Furthermore, the Company believes it has product liability insurance coverage
available to cover these claims.  Accordingly, based on information now known
to the Company, in the opinion of management the ultimate disposition of the
asbestos-related claims against the Company will not have a materially
adverse effect on the Company.

Item 4.        Submission of Matters to a Vote of Security Holders
-------        ---------------------------------------------------

      No matter was submitted to a vote of shareholders during the fourth
quarter of the fiscal year covered by this Annual Report on Form 10-K.

                                   PART II
                                   -------

Item 5.        Market for the Registrant's Common Stock and Related
-------        ----------------------------------------------------
               Shareholder Matters
               -------------------

      The Company is wholly owned by its active and retired employees, and
there is no public trading market for its Common Stock, par value $1 per
share with a stated value of $20 per share.  No shareholder may sell,
transfer or otherwise dispose of shares of Common Stock without first
offering the Company the option to purchase such shares at the price at which
they were issued.  The Company also has the option to purchase the Common
Stock of any shareholder who dies or ceases to be an employee of the Company
for any cause other than retirement on a Company pension.  In the past all
shares issued by the Company have been issued at $20 per share, and the
Company has always exercised its repurchase option, and expects to continue
to do so.

      The information as to number of holders of Common Stock and frequency
and amount of dividends, required to be included pursuant to this Item 5, is
included under the captions "Capital Stock Data" and "Dividend Data" on page
1 of the Company's Annual Report to Shareholders for the year ended December
31, 1997, (the "1997 Annual Report") furnished to the Securities and Exchange
Commission (the "Commission") pursuant to Rule 14c-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and such information
is incorporated herein by reference.

                                    7
<PAGE> 8

      In May, 1996, the Company entered into a fifteen-year note agreement
that includes various covenants which limit the Company's ability to make
investments, pay dividends, incur debt, dispose of property, and issue equity
securities.  The Company is also required to maintain certain financial
ratios as defined in the agreement.

Item 6.        Selected Financial Data
-------        -----------------------

      The selected financial data for the Company as of December 31, 1997 and
for the five years then ended, which is required to be included pursuant to
this Item 6, is included under the caption "Selected Consolidated Financial
Data" on page 15 of the 1997 Annual Report and is incorporated herein by
reference.

Item 7.        Management's Discussion and Analysis of Financial Condition
-------        -----------------------------------------------------------
               and Results of Operations
               -------------------------

      Management's discussion and analysis required to be included pursuant
to this Item 7 is included under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 16 and 17
of the 1997 Annual Report and is incorporated herein by reference.

Item 7A.       Quantitative and Qualitative Disclosures About Market Risk
--------       ----------------------------------------------------------

      None.

Item 8.        Financial Statements and Supplementary Data
-------        -------------------------------------------

      The financial statements and Report of Independent Auditors required by
this Item 8 are listed in Item 14(a)(1) of this Annual Report on Form 10-K
under the caption "Index to Financial Statements."

      Such financial statements specifically referenced from the 1997 Annual
Report in such list are incorporated herein by reference.  There is no
supplementary financial information required by this item which is applicable
to the Company.

Item 9.        Changes in and Disagreements with Accountants on Accounting and
-------        ---------------------------------------------------------------
               Financial Disclosure
               --------------------

      None.

                                    8
<PAGE> 9

                                   PART III
                                   --------

Item 10.       Directors and Executive Officers of the Registrant
--------       --------------------------------------------------

      The information with respect to the directors and executive officers of
the Company required to be included pursuant to this Item 10 will be included
under the caption "Directors and Executive Officers -- Nominees for Election
as Directors" in the Company's Information Statement relating to the 1998
Annual Meeting (the "Information Statement"), to be filed with the Commission
pursuant to Rule 14c-5 under the Exchange Act, and is incorporated herein by
reference.

Item 11.       Executive Compensation
--------       ----------------------

      The information with respect to executive compensation required to be
included pursuant to this Item 11 will be included under the captions
"Executive Compensation" and "Pension Plan" in the Information Statement and
is incorporated herein by reference.

Item 12.       Security Ownership of Certain Beneficial Owners and Management
--------       --------------------------------------------------------------

      The information with respect to the security ownership of beneficial
owners of more than 5% of the Common Stock, the directors of the Company and
all directors and officers of the Company, which is required to be included
pursuant to this Item 12, will be included in the introductory language and
under the caption "Directors and Executive Officers -- Nominees for Election
as Directors" in the Information Statement and is incorporated herein by
reference.

Item 13.       Certain Relationships and Related Transactions
--------       ----------------------------------------------

      The information with respect to any reportable transactions, business
relationships and indebtedness between the Company and the beneficial owners
of more than 5% of the Common Stock, the directors or nominees for director
of the Company, the executive officers of the Company or the members of the
immediate families of such individuals, required to be included pursuant to
this Item 13, will be included under the caption "Directors and Executive
Officers" in the Information Statement and is incorporated herein by
reference.

                                    9
<PAGE> 10

                                   PART IV
                                   -------

Item 14.       Exhibits, Financial Statement Schedules, and Reports on
--------       -------------------------------------------------------
               Form 8-K
               --------

               (a)   Documents filed as part of this report:
                     --------------------------------------

                         The following financial statements and Report of
                     Independent Auditors are included on the indicated pages
                     in the 1997 Annual Report and are incorporated by
                     reference in this Annual Report on Form 10-K:

                     1.  Index to Financial Statements
                         -----------------------------

                         (i)     Consolidated Statements of Income and
                                 Retained Earnings for each of the three years
                                 ended December 31, 1997 (page 18).

                         (ii)    Consolidated Balance Sheets, as of
                                 December 31, 1997 and December 31, 1996
                                 (page 19).

                         (iii)   Consolidated Statements of Cash Flows for
                                 each of the three years ended
                                 December 31, 1997 (page 20).

                         (iv)    Notes to Consolidated Financial Statements
                                 (pages 21 to 24).

                         (v)     Report of Independent Auditors (page 25).

                     2.  Index to Financial Schedule
                         ---------------------------

                     The following schedule for each of the three years ended
December 31, 1997, to the Financial Statements is included on the indicated
page in this Annual Report on Form 10-K:

                         (i)     Schedule II.  Valuation and Qualifying
                                 Accounts (page 14).

                     All schedules other than those indicated above are
omitted because of the absence of the conditions under which they are required
or because the required information is set forth in the financial statements
and the accompanying notes thereto.

                     3.  Exhibits
                         --------

                     The following exhibits required to be filed as part of
this Annual Report on Form 10-K have been included:

                     (3) Articles of incorporation and by-laws

                         (i)     Restated Certificate of Incorporation, as
                                 amended, filed as exhibit 4(i) to the Company's
                                 Registration Statement on Form S-1
                                 (Registration No. 33-15761) and incorporated
                                 herein by reference.

                                    10
<PAGE> 11

                         (ii)    By-laws as amended through August 1, 1994.

               (4)and(9)         Voting Trust Agreements

                                       Voting Trust Agreement dated as of
                                 April 1, 1997, attached as Annex A to the
                                 Prospectus, dated January 8, 1997,
                                 constituting a part of the Company's
                                 Registration Statement on Form S-1
                                 (Registration No. 33-15761) and incorporated
                                 herein by reference.

                                       The Company hereby agrees to furnish to
                                 the Commission upon request a copy of each
                                 instrument omitted pursuant to
                                 Item 601(b)(4)(iii)(A) of Regulation S-K.

                     (10)        Material contracts.

                         (i)     Management Incentive Plan, filed as
                                 Exhibit 4(a)(1) to the Annual Report on
                                 Form 10-K for the year ended
                                 December 31, 1972 (Commission File
                                 No. 0-255), as amended by the Amendment
                                 effective January 1, 1974, filed as
                                 Exhibit 13-c to the Registration Statement on
                                 Form S-1 (Registration No. 2-51832), the
                                 Amendment effective January 1, 1977, filed as
                                 Exhibit 13(d) to the Registration Statement
                                 on Form S-1 (Registration No. 2-59744), and
                                 the Amendment effective January 1, 1980,
                                 filed as Exhibit 5(f) to the Registration
                                 Statement on Form S-7 (Registration
                                 No. 2-68938) and incorporated herein by
                                 reference.

                     (13)        Annual Report to Shareholders for 1997
                                 (except for those portions which are
                                 expressly incorporated by reference in this
                                 Annual Report on Form 10-K, this exhibit is
                                 furnished for the information of the
                                 Commission and is not deemed to be filed as
                                 part of this Annual Report on Form 10-K).

                     (21)        List of subsidiaries of the Company.

                     (23)        Independent Auditors' Consent of Ernst
                                 and Young LLP.

                    (23A)        Independent Accountants' Consent of
                                 Price Waterhouse LLP.

                     (27)        Financial Data Schedule (submitted in
                                 EDGAR format only).

               (b)   Reports on Form 8-K:

                     No reports on Form 8-K were filed during the last quarter
           of the Company's fiscal year ended December 31, 1997.

                                    11
<PAGE> 12

                                        SIGNATURES
                                        ----------

      Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Company has duly caused this Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized, as of
the 27th day of March, 1998.

                              GRAYBAR ELECTRIC COMPANY, INC.



                              By        /S/ C. L. HALL
                                ----------------------------------
                                    (C. L. Hall, President)

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Company, in the capacities indicated, on March 27,
1998.



 /S/ C. L. HALL                        Director and President
 ----------------------------          (Principal Executive Officer
 (C. L. Hall)                          and Principal Financial
                                       Officer)


 /S/ J. R. SEATON                      Director, Vice President
 ----------------------------          and Comptroller (Principal
 (J. R. Seaton)                        Accounting Officer)


 /S/ A. A. BRZOSKI, JR                 Director
 ----------------------------
 (A. A. Brzoski, Jr.)


 /S/ T. F. DOWD                        Director
 ----------------------------
 (T. F. Dowd)


 /S/ T. S. GURGANOUS                   Director
 ----------------------------
 (T. S. Gurganous)


 /S/ R. H. HANEY                       Director
 ----------------------------
 (R. H. Haney)


 /S/ G. W. HARPER                      Director
 ----------------------------
 (G. W. Harper)


 /S/ G. J. McCREA                      Director
 ----------------------------
 (G. J. McCrea)

                                    12
<PAGE> 13

 /S/ R. L. MYGRANT                     Director
 ----------------------------
 (R. L. Mygrant)


 /S/ R. D. OFFENBACHER                 Director
 ----------------------------
 (R. D. Offenbacher)


 /S/ I. ORLOFF                         Director
 ----------------------------
 (I. Orloff)


 /S/ R. A. REYNOLDS                    Director
 ----------------------------
 (R. A. Reynolds)


 /S/ C. R. UDELL                       Director
 ----------------------------
 (C. R. Udell)


 /S/ J. F. VAN PELT                    Director
 ----------------------------
 (J. F. Van Pelt)


 /S/ J. W. WOLF                        Director
 ----------------------------
 (J. W. Wolf)

                                    13
<PAGE> 14

<TABLE>
                                  GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
                                  -----------------------------------------------

                                   SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
                                   ---------------------------------------------
<CAPTION>

             Column A                               Column B               Column C            Column D              Column E
             --------                               --------               --------            --------              --------
                                                    Balance at             Additions                                  Balance
                                                    Beginning             Charged to                                  at End
            Description                             of Period               Income             Deductions            of Period
            -----------                             ---------             ----------           ----------            ---------
<S>                                                 <C>                  <C>                   <C>                   <C>
FOR THE YEAR ENDED DECEMBER 31, 1997:
  Reserve deducted from assets to
    which it applies-
    Allowance for doubtful accounts                 $3,901,000           $ 2,196,000           $ 2,135,000<F1>       $3,962,000
    Allowance for cash discounts                       582,000            10,557,000            10,474,000<F2>          665,000
                                                    ----------           -----------           -----------           ----------
                Total                               $4,483,000           $12,753,000           $12,609,000           $4,627,000
                                                    ==========           ===========           ===========           ==========

FOR THE YEAR ENDED DECEMBER 31, 1996:
  Reserve deducted from assets to
    which it applies-
    Allowance for doubtful accounts                $ 4,113,000          $  2,004,000          $  2,216,000<F1>      $ 3,901,000
    Allowance for cash discounts                       476,000             9,743,000             9,637,000<F2>          582,000
                                                   -----------          ------------          ------------          -----------
                Total                              $ 4,589,000          $ 11,747,000          $ 11,853,000          $ 4,483,000
                                                   ===========          ============          ============          ===========

FOR THE YEAR ENDED DECEMBER 31, 1995:
  Reserve deducted from assets to
    which it applies-
    Allowance for doubtful accounts                $ 3,801,000          $  3,403,000          $ 3,091,000<F1>       $ 4,113,000
    Allowance for cash discounts                       495,000             9,559,000            9,578,000<F2>           476,000
                                                   -----------          ------------          ------------          -----------
                Total                              $ 4,296,000          $ 12,962,000          $ 12,669,000          $ 4,589,000
                                                   ===========          ============          ============          ===========

<FN>

<F1>  Amount of trade receivables written off against the reserve provided.

<F2>  Discounts allowed to customers.
</TABLE>

                                    14

<PAGE> 15

                              INDEX TO EXHIBITS



<PAGE> 16

                              INDEX TO EXHIBITS
                              -----------------

                                   Exhibits
                                   --------

      (3)      Articles of incorporation and by-laws.

               (i)      Restated Certificate of Incorporation, as
                        amended, filed as exhibit 4(i) to the
                        Company's Registration Statement on Form S-1
                        (Registration No. 33-15761)..................    <F*>

               (ii)     By-laws as amended through August 1, 1994

 (4)and(9)     Voting Trust Agreements

                        Voting Trust Agreement dated as of April 1,
               1997, attached as Annex A to the Prospectus, dated
               January 8, 1997, constituting a part of the
               Company's Registration Statement on Form S-1
               (Registration No. 33-15761)...........................    <F*>

      (10)     Material contracts.

               (i)      Management Incentive Plan, filed as Exhibit 4(a)(1)
               to the Annual Report on Form 10-K for the year ended
               December 31, 1972 (Commission File No. 0-255), as amended by
               the Amendment effective January 1, 1974, filed as Exhibit 13-c
               to the Registration Statement on Form S-1 (Registration
               No. 2-51832), the Amendment effective January 1, 1977, filed
               as Exhibit 13(d) to the Registration Statement on Form S-1
               (Registration No. 2-59744), and the Amendment effective
               January 1, 1980, filed as Exhibit 5(f) to the Registration
               Statement on Form S-7 (Registration No. 2-68938)......    <F*>

      (13)     Annual Report to Shareholders for 1997 (except for those
               portions which are expressly incorporated by reference in this
               Annual Report on Form 10-K, this exhibit is furnished for the
               information of the Commission and is not deemed to be filed as
               part of this Annual Report on Form 10-K)

      (21)     List of subsidiaries of the Company.

      (23)     Independent Auditors' Consent of Ernst and Young LLP.

     (23A)     Independent Accountants' Consent of Price Waterhouse LLP.

      (27)     Financial Data Schedule (submitted in EDGAR format only).


                                            --------------
[FN]
               <F*>Incorporated by reference in this Annual Report on Form 10-K.

                                    15