<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, 1996.
                                            -----------------
                                       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
            incorporation or organization)           Identification No.)

     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, 1997  -  4,864,423 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, 1997, was approximately $97,288,460.  Pursuant to a Voting Trust
Agreement, dated as of April 15, 1987, approximately 95% 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, 1996.

     (2) Information Statement relating Part III,   Items 10-13 to the 1997
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 1996, the Company purchased a significant portion of its
products from its three largest 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, 1996 and 1995, the Company had orders on hand which
totaled approximately $195,002,000 and $192,721,000, respectively.  The
Company believes that the increase from 1995 to 1996 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, 1996 will be filled within the twelve-month period ending
December 31, 1997.  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                                     9                  ---------------------------
Cincinnati, OH                                 8                   Puerto Rico                             1
Dallas, TX                                    27
Glendale Heights, IL                          15                  Graybar Electric (Ontario) Ltd.
Miami, FL                                      3                  -------------------------------
Minneapolis, MN                               18                   Canada                                  5
New York, NY                                  15
Norcross, GA                                  18                  Graybar Electric Ltd.
Phoenix, AZ                                   26                  ---------------------
Pittsburgh, PA                                12                   Canada                                 18
Richmond, VA                                  17
Seattle, WA                                   21                  Graybar de Mexico, S.A. de CV.
St. Louis, MO                                 16                  ------------------------------
Tampa, FL                                     23                   Mexico City, Mexico                     1

Zone Distributing Houses                                          Graybar-P&M International PTE, Ltd.
------------------------                                          -----------------------------------
Bethlehem, PA                                  1                    Singapore                              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
      ------------------                                           -------------------
                                                  1996                    1995                    1994
                                               ----------              ----------              ----------
<S>                                            <C>                     <C>                     <C>
Electrical contractors                            39.1%                   39.1%                   39.2%
Industrial plants                                 29.8                    30.6                    30.9
Telecommunication companies                       24.4                    22.9                    21.7
Private and public power utilities                 5.0                     5.6                     6.3
Miscellaneous                                      1.7                     1.8                     1.9
                                               ----------              ----------              ----------
                                                 100.0%                  100.0%                  100.0%
                                               ==========              ==========              ==========
</TABLE>

         At December 31, 1996, the Company employed approximately 2,500
persons in sales capacities.  Approximately 1,100 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 the largest distributor of electrical
products not affiliated with a manufacturing company, and one of the three
largest distributors of such products in the United States.  The field is
highly competitive, and the Company estimates that the three largest
distributors of electrical products 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, 1996, the Company employed approximately 6,600
persons on a full-time basis.  Approximately 160 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, 1996, the Company operated offices and distribution
facilities in 240 locations.  Of these, 131 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, 1996, approximately $43.5 million in debt of the
Company was secured by mortgages on twenty-eight buildings.  Eighteen of
these facilities are subject to a first mortgage securing a 12.25% note, of
which $7.8 million in principal amount remains outstanding.  Seven of these
facilities are subject to a first mortgage securing a 9.23% note, of which
$24.6 million in principal amount remains outstanding.  A facility in
Houston, Texas is subject to a first mortgage securing a 7.75% note, of which
$3.3 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 $6.8
million in principal remains outstanding.  A distribution house in Pinellas
County, Florida is subject to a mortgage securing an Industrial Revenue Bond
at an interest rate of 7.00% with one payment for $1.0 million due in 2004.

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

         The Company has been named, together with numerous other companies,
as a co-defendant in actions by approximately 3,000 plaintiffs which have
been filed in various federal and state courts in Arkansas, California,
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, 1996, (the "1996 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, 1996
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 13 of the 1996 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 14 and 15
of the 1996 Annual Report and is incorporated herein by reference.

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 1996
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
1997 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
               1996 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, 1996 (page 16).

                  (ii)  Consolidated Balance Sheets, as of December 31, 1996
                        and December 31, 1995 (page 17).

                  (iii) Consolidated Statements of Cash Flows for each of the
                        three years ended December 31, 1996 (page 18).

                  (iv)  Notes to Consolidated Financial Statements (pages 19
                        to 22).

                  (v)   Report of Independent Auditors (page 23).

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

               The following schedule for each of the three years ended December
31, 1996, 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.

                                    10
<PAGE> 11

               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 dated March 9,
                        1984 filed as exhibit 3(i) to the Company's Annual
                        Report on Form 10-K for the year ended December 31,
                        1984 (Commission File No. 0-255) and incorporated
                        herein by reference.

                   (ii) By-laws as amended through August 1, 1991 filed as
                        exhibit 6(a)(19) to the Company's Quarterly Report
                        on Form 10-Q for the quarter ended September 30,
                        1991 (Commission File No. 0-255) and incorporated
                        herein by reference.

         (4)and(9)      Instruments defining the rights of security holders,
                        including indentures and voting trust agreements.

                              Voting Trust Agreement dated as of April 15,
                        1987, attached as Annex A to the Prospectus, dated
                        January 20, 1987, constituting a part of the
                        Registration Statement on Form S-13 (Registration
                        No. 2-57861) 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 1996 (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, 1996.

                                    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, 1997.

                              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,
1997.



/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. 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)


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



                                    12
<PAGE> 13



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


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


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


/S/ G. S. TULLOCH, JR.                         Director
----------------------------------------
(G. S. Tulloch, Jr.)


/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


                             GRAYBAR ELECTRIC COMPANY, INC. AND SUBSIDIARIES
                             -----------------------------------------------

                              SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
                              ---------------------------------------------
<TABLE>
<CAPTION>
        Column A                                 Column B       Column C       Column D          Column E
        --------                                 --------       --------       --------          --------

                                                 Balance at     Additions                        Balance
                                                 Beginning      Charged to                       at End
                                                 of Period      Income         Deductions        of Period
        Description                              ---------      ----------     ----------        ---------
        -----------
<S>                                              <C>            <C>            <C>               <C>
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
                                                 ===========    ===========    ===========       ===========


FOR THE YEAR ENDED DECEMBER 31, 1994:
  Reserve deducted from assets to
   which it applies-
   Allowance for doubtful accounts               $ 3,497,000    $ 2,287,000    $ 1,983,000<F1>   $ 3,801,000
   Allowance for cash discounts                      448,000      8,886,000      8,839,000<F2>       495,000
                                                 -----------    -----------    -----------       -----------

       Total                                     $ 3,945,000    $11,173,000    $10,822,000       $ 4,296,000
                                                 ===========    ===========    ===========       ===========

<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

<TABLE>
                               INDEX TO EXHIBITS
                               -----------------

                                    Exhibits
                                    --------
<C>           <S>
         (3)  Articles of incorporation and by-laws.

              (i)   Restated Certificate of Incorporation dated March 9, 1984...................<F*>

              (ii)  By-laws as amended through August 1, 1991...................................<F*>

   (4)and(9)  Instruments defining the rights of security holders, including indentures
              and voting trust agreements.

                  Voting Trust Agreement dated as of April 15, l987, attached as
              Annex A to the Prospectus, dated January 20, 1987, constituting a part of
              the Registration Statement on Form S-13 (Registration No. 2-57861)................<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 1996 (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.
</TABLE>

                                    15